UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

            [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1998

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

               For the transition period from ________ to ________

                          Commission file number 1-9148

                              THE PITTSTON COMPANY
             (Exact name of registrant as specified in its charter)

                       Virginia                            54-1317776
            -------------------------------             ----------------
            (State or other jurisdiction of             (I.R.S. Employer
            incorporation or organization)             Identification No.)

  P.O. Box 4229, 1000 Virginia Center Parkway, Glen Allen, Virginia 23058-4229
  ----------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (804) 553-3600

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.

      Yes  X   No
          ---     ---

As of May 8, 1998, 41,111,230 shares of $1 par value Pittston Brink's Group
Common Stock, 20,163,468 shares of $1 par value Pittston BAX Group Common Stock
and 8,392,403 shares of $1 par value Pittston Minerals Group Common Stock were
outstanding.

                         PART I - FINANCIAL INFORMATION
                      THE PITTSTON COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                                           March 31    December 31
                                                                               1998           1997

===================================================================================================
                                                                        (Unaudited)

ASSETS
Current assets:
Cash and cash equivalents                                               $    72,615         69,878
Short-term investments, at lower of cost or market                            2,277          2,227
Accounts receivable (net of estimated amount
   uncollectible: 1998 - $25,307; 1997 - $21,985)                           617,433        531,317
Inventories, at lower of cost or market                                      37,698         40,174
Prepaid expenses                                                             43,943         32,767
Deferred income taxes                                                        50,302         50,442
- ---------------------------------------------------------------------------------------------------
Total current assets                                                        824,268        726,805

Property, plant and equipment, at cost (net of accumulated depreciation,
   depletion and amortization:
   1998 - $539,253; 1997 - $519,658)                                        718,673        647,642
Intangibles, net of amortization                                            328,443        301,395
Deferred pension assets                                                     119,172        123,138
Deferred income taxes                                                        46,199         47,826
Other assets                                                                141,600        149,138
- ---------------------------------------------------------------------------------------------------
Total assets                                                            $ 2,178,355      1,995,944
===================================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings                                                   $    57,480         40,144
Current maturities of long-term debt                                         21,593         11,299
Accounts payable                                                            293,476        281,411
Accrued liabilities                                                         343,738        310,819
- ---------------------------------------------------------------------------------------------------
Total current liabilities                                                   716,287        643,673

Long-term debt, less current maturities                                     299,476        191,812
Postretirement benefits other than pensions                                 233,399        231,451
Workers' compensation and other claims                                      101,979        106,378
Deferred income taxes                                                        17,015         17,157
Other liabilities                                                           113,682        119,855
Shareholders' equity:
Preferred stock, par value $10 per share:
   Authorized: 2,000 shares $31.25
   Series C Cumulative Convertible Preferred Stock;
   Issued and outstanding: 1998 - 113 shares; 1997 - 114 shares               1,134          1,138
Pittston Brink's Group Common Stock,
   par value $1 per share:
   Authorized: 100,000 shares;
   Issued and outstanding: 1998 - 41,112 shares; 1997 - 41,130 shares        41,112         41,130
Pittston BAX Group Common Stock,
   par value $1 per share:
   Authorized: 50,000 shares;
   Issued and outstanding: 1998 - 20,200 shares; 1997 - 20,378 shares        20,200         20,378
Pittston Minerals Group Common Stock,
   par value $1 per share:
   Authorized: 20,000 shares;
   Issued and outstanding: 1998 - 8,393 shares; 1997 - 8,406 shares           8,393          8,406
Capital in excess of par value                                              410,556        430,970
Retained earnings                                                           365,966        359,940
Accumulated other comprehensive income - foreign
   currency translation                                                     (42,808)       (41,762)
Employee benefits trust, at market value                                   (108,036)      (134,582)
- ---------------------------------------------------------------------------------------------------
Total shareholders' equity                                                  696,517        685,618
- ---------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity                              $ 2,178,355      1,995,944
===================================================================================================

See accompanying notes to consolidated financial statements.

                                        2

                      THE PITTSTON COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (Unaudited)

                                                         Quarter Ended March 31
                                                            1998           1997
================================================================================
                                                                  
Net sales                                              $ 149,898        158,883
Operating revenues                                       712,766        622,793
- --------------------------------------------------------------------------------
Net sales and operating revenues                         862,664        781,676

Costs and expenses:

Cost of sales                                            144,164        153,412
Operating expenses                                       595,771        518,819
Selling, general and administrative expenses              99,256         75,643
- --------------------------------------------------------------------------------
Total costs and expenses                                 839,191        747,874
Other operating income, net                                3,027          3,576
- --------------------------------------------------------------------------------
Operating profit                                          26,500         37,378
Interest income                                            1,181          1,019
Interest expense                                          (7,384)        (5,564)
Other expense, net                                        (1,435)        (2,389)
- --------------------------------------------------------------------------------
Income before income taxes                                18,862         30,444
Provision for income taxes                                 6,034          9,103
- --------------------------------------------------------------------------------
Net income                                                12,828         21,341
Preferred stock dividends, net                              (864)          (901)
- --------------------------------------------------------------------------------
Net income attributed to
   common shares                                       $  11,964         20,440

================================================================================
Pittston Brink's Group:
Net income attributed to common shares                 $  17,037         15,306
- --------------------------------------------------------------------------------
Net income per common share:
   Basic                                               $     .44            .40
   Diluted                                                   .44            .40
- --------------------------------------------------------------------------------
Cash dividends per common share                        $    .025           .025
================================================================================

Pittston BAX Group:
Net (loss) income attributed to common shares          $  (2,966)         5,088
- --------------------------------------------------------------------------------
Net (loss) income per common share:
   Basic                                               $    (.15)           .26
   Diluted                                                  (.15)           .26
- --------------------------------------------------------------------------------
Cash dividends per common share                        $     .06            .06
================================================================================

Pittston Minerals Group:
Net (loss) income                                      $  (2,107)            46
- --------------------------------------------------------------------------------
Net (loss) income per common share:
   Basic                                               $    (.26)           .01
   Diuted                                                   (.26)           .01
- --------------------------------------------------------------------------------
Cash dividends per common share                        $   .1625          .1625
================================================================================

See accompanying notes to consolidated financial statements.

                                        3

                      THE PITTSTON COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (Unaudited)

                                                                     Quarter Ended March 31
                                                                           1998        1997
============================================================================================
                                                                               
Cash flows from operating activities:
Net income                                                             $ 12,828      21,341
Adjustments to reconcile net income to net cash provided by
   operating activities:
   Depreciation, depletion and amortization                              33,878      30,139
   Provision for aircraft heavy maintenance                               8,733       8,186
   Provision for deferred income taxes                                    2,115       2,328
   (Credit) provision for pensions, noncurrent                             (441)        141
   Provision for uncollectible accounts receivable                        2,647       1,768
   Minority interest expense                                              1,821       1,576
   Equity in (earnings) losses of unconsolidated affiliates,
      net of dividends received                                            (747)        861
   Other operating, net                                                   4,239         963
   Change in operating assets and liabilities,
      net of effects of acquisitions and dispositions:
      Increase in accounts receivable                                   (12,381)    (10,471)
      Decrease (increase) in inventories                                  2,564      (7,314)
      Increase in prepaid expenses                                       (5,362)     (9,793)
      Decrease in accounts payable and accrued liabilities              (17,399)     (7,897)
      Increase in other assets                                           (1,008)     (3,292)
      Decrease in other liabilities                                      (4,604)     (2,852)
      Decrease in workers' compensation and other claims, noncurrent     (1,718)     (2,256)
      Other, net                                                         (3,459)        366
- --------------------------------------------------------------------------------------------
Net cash provided by operating activities                                21,706      23,794
- --------------------------------------------------------------------------------------------
Cash flows from investing activities:
Additions to property, plant and equipment                              (60,705)    (40,031)
Aircraft heavy maintenance expenditures                                  (9,659)     (9,473)
Proceeds from disposal of property, plant and equipment                     421       3,939
Acquisitions, net of cash acquired, and related contingency payments        224     (54,094)
Other, net                                                               (4,182)     13,901
- --------------------------------------------------------------------------------------------
Net cash used by investing activities                                   (73,901)    (85,758)
- --------------------------------------------------------------------------------------------
Cash flows from financing activities:
Additions to debt                                                        70,905      87,685
Reductions of debt                                                       (9,640)     (6,851)
Repurchase of stock of the Company                                       (4,499)     (6,514)
Proceeds from exercise of stock options                                   2,288       1,303
Dividends paid                                                           (4,122)     (4,049)
- --------------------------------------------------------------------------------------------
Net cash provided by financing activities                                54,932      71,574
- --------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents                                 2,737       9,610
Cash and cash equivalents at beginning of period                         69,878      41,217
- --------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                             $ 72,615      50,827
============================================================================================

See accompanying notes to consolidated financial statements.

                                        4

                     THE PITTSTON COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                  (Unaudited)

(1)   The Pittston Company (the "Company") prepares consolidated financial
      statements in addition to separate financial statements for the Pittston
      Brink's Group (the "Brink's Group"), the Pittston BAX Group (the "BAX
      Group") and the Pittston Minerals Group (the "Minerals Group"). The
      Brink's Group consists of the Brink's, Incorporated ("Brink's") and
      Brink's Home Security, Inc. ("BHS") operations of the Company. The BAX
      Group consists of the BAX Global Inc. ("BAX Global") operations of the
      Company. The Minerals Group consists of the Pittston Coal Company ("Coal
      Operations") and Pittston Mineral Ventures ("Mineral Ventures") operations
      of the Company. The Company's capital structure includes three issues of
      common stock: Pittston Brink's Group Common Stock ("Brink's Stock"),
      Pittston BAX Group Common Stock ("BAX Stock") and Pittston Minerals Group
      Common Stock ("Minerals Stock") which were designed to provide
      shareholders with separate securities reflecting the performance of the
      Brink's Group, BAX Group and Minerals Group, respectively, without
      diminishing the benefits of remaining a single corporation or precluding
      future transactions affecting any Group or the Company as a whole. Holders
      of Brink's Stock, BAX Stock and Minerals Stock are shareholders of the
      Company, which is responsible for all liabilities. Financial developments
      affecting the Brink's Group, the BAX Group or the Minerals Group that
      affect the Company's financial condition could affect the results of
      operations and financial condition of each of the Groups.

      Effective May 4, 1998, the designation of Pittston Burlington Group Common
      Stock and the name of the Pittston Burlington Group were changed to
      Pittston BAX Group Common Stock and Pittston BAX Group, respectively. All
      rights and privileges of the holders of such Stock are otherwise
      unaffected by such changes. The stock continues to trade on the New York
      Stock Exchange under the symbol "PZX".

(2)   The following is a reconciliation between the calculation of basic and
      diluted net income per share:

                                                          Quarter Ended March 31
Brink's Group                                                1998           1997
- --------------------------------------------------------------------------------
                                                                    
Numerator:
Net income - Basic and diluted net
   income per share numerator                             $17,037         15,306

Denominator:
Basic weighted average common
   shares outstanding                                      38,477         38,189
Effect of dilutive securities:
   Employee stock options                                     604            419
- --------------------------------------------------------------------------------
Diluted weighted average common
   shares outstanding                                      39,081         38,608
================================================================================

      Options to purchase 23 shares of common stock at prices between $28.63 and
      $29.50 per share were outstanding for the quarter ended March 31, 1997 but
      were not included in the computation of diluted net income per share
      because the options' exercise price was greater than the average market
      price of the common shares and, therefore, the effect would be
      antidilutive.

                                        5

                                                          Quarter Ended March 31
BAX Group                                                    1998           1997
- --------------------------------------------------------------------------------
                                                                     
Numerator:
Net (loss) income - Basic and diluted net
   income per share numerator                            $ (2,966)         5,088

Denominator:
Basic weighted average common
   shares outstanding                                      19,477         19,406
Effect of dilutive securities:
   Employee stock options                                      --            414
- --------------------------------------------------------------------------------
Diluted weighted average common
   shares outstanding                                      19,477         19,820
================================================================================

      Options to purchase 2,366 shares of common stock, at prices between $5.78
      and $27.91 per share, were outstanding for the quarter ended March 31,
      1998 but were not included in the computation of diluted net loss per
      share because the effect of all options would be antidilutive. Options to
      purchase 42 shares of common stock, at prices between $19.81 and $21.13
      per share, were outstanding for the quarter ended March 31, 1997 but were
      not included in the computation of diluted net income per share because
      the options' exercise price was greater than the average market price of
      the common shares and, therefore, the effect would be antidilutive.

                                                         Quarter Ended March 31
Minerals Group                                               1998          1997
- --------------------------------------------------------------------------------
                                                                      
Numerator:
Net (loss) income                                        $ (1,243)          947
Convertible Preferred Stock dividends                        (864)         (901)
- --------------------------------------------------------------------------------
Net (loss) income - Basic and diluted net
   income per share numerator                              (2,107)           46

Denominator:
Basic weighted average common
   shares outstanding                                       8,225         8,002
Effect of dilutive securities:
   Employee stock options                                      --            57
- --------------------------------------------------------------------------------
Diluted weighted average common
   shares outstanding                                       8,225         8,059
================================================================================

      Options to purchase 677 shares of common stock, at prices between $9.50
      and $25.74 per share, were outstanding for the quarter ended March 31,
      1998 but were not included in the computation of diluted net loss per
      share because the effect of all options would be antidilutive. Options to
      purchase 230 shares of common stock, at prices between $14.86 and $25.74
      per share were outstanding for the quarter ended March 31, 1997 but were
      not included in the computation of diluted net income per share because
      the options' exercise price was greater than the average market price of
      the common shares and, therefore, the effect would be antidilutive.

      The conversion of preferred stock to 1,765 and 1,793 shares of common
      stock has been excluded in the computation of diluted net (loss) income
      per share in 1998 and 1997, respectively, because the effect of the
      assumed conversion would be antidilutive.

(3)   Depreciation, depletion and amortization of property, plant and equipment
      in the first quarter of 1998 totaled $28,686 and $24,740 in the first
      quarter of 1997.

                                        6

(4)   Cash payments made for interest and income taxes, net of refunds received,
      were as follows:

                                                  Quarter Ended March 31
                                                 1998               1997
          --------------------------------------------------------------
                                                             
          Interest                             $7,528              5,439
          ==============================================================
          Income taxes                         $5,003              4,530
          ==============================================================

      During the quarter ended March 31, 1998, Brink's recorded the following
      noncash items in connection with the acquisition of substantially all of
      the remaining shares of its affiliate in France; seller financing of the
      equivalent of US $27,500 and the assumption of $41,400 of existing Brink's
      France debt. See further discussion below.

(5)   In the first quarter of 1998, the Brink's Group purchased 62%
      (representing nearly all the remaining shares) of its French affiliate
      ("Brink's S.A.") for payments aggregating US $39,000 over three years. The
      acquisition was funded through an initial payment made at closing of
      $8,789 and a note to the seller for a principal amount of approximately
      the equivalent of US $27,500 payable in annual installments plus interest
      through 2001. The acquisition has been accounted for as a purchase, and
      accordingly, the purchase price is being allocated to the underlying
      assets and liabilities based on their estimated fair value at the date of
      acquisition. Based on a preliminary evaluation which is subject to
      additional review, the estimated fair value of the additional assets
      recorded, including goodwill, approximated $134,100 and included $9,200 in
      cash. Estimated liabilities assumed of $97,800 included previously
      existing debt of approximately $41,400. The excess of the purchase price
      over the fair value of assets acquired and liabilities assumed is being
      amortized over forty years. Brink's S.A. had annual 1997 revenues
      approximating the equivalent of US $220,000.

(6)   In two independent transactions in April and May, 1998, Coal Operations
      sold one of its surface mines representing 1.6 million tons of the
      anticipated 1998 production, along with the coal supply agreements
      associated with this mine, and other limited reserves to major US coal
      companies. Cash proceeds from these sales approximate $18.7 million.

(7)   On April 30, 1998, BAX Global acquired the privately held Air Transport
      International LLC ("ATI") for a purchase price of approximately $29,000.
      The acquisition was funded through the revolving credit portion of the
      Company's credit agreement with a syndicate of banks and will be accounted
      for as a purchase.

(8)   As of January 1, 1992, BHS elected to capitalize categories of costs not
      previously capitalized for home security installations. The additional
      costs not previously capitalized consisted of costs for installation labor
      and related benefits for supervisory, installation scheduling, equipment
      testing and other support personnel and costs incurred in maintaining
      facilities and vehicles dedicated to the installation process. The effect
      of this change in accounting principle was to increase operating profit
      for the Brink's Group and the BHS segment for the quarter ended March 31,
      1998 and 1997 by $1,416 and $1,178, respectively. The effect of this
      change increased basic and diluted net income per common share of the
      Brink's Group by $.02 in the first three months of 1998 and 1997.

                                        7

(9)   Under the share repurchase programs authorized by the Board of Directors,
      the Company purchased shares in the periods presented as follows:

                                                          Quarter Ended March 31
(Dollars in millions)                                        1998           1997
- --------------------------------------------------------------------------------
                                                                   
Brink's Stock:
  Shares                                                       --        153,000
  Cost                                                $        --            4.0

BAX Stock:
  Shares                                                  177,532        132,100
  Cost                                                $       3.5            2.6

Convertible Preferred Stock:
  Shares                                                      355             --
  Cost                                                $       0.1             --
  Excess carrying amount (a)                          $      0.02             --
================================================================================

      (a) The excess of the carrying amount of the Series C Cumulative
      Convertible Preferred Stock (the "Convertible Preferred Stock") over the
      cash paid to holders for repurchases made during the periods. This amount
      is deducted from preferred dividends in the Company's Statement of
      Operations.

      At March 31, 1998, the Company had the remaining authority to purchase
      over time 1,000 shares of Minerals Stock; 1,056 shares of Brink's Stock;
      915 shares of BAX Stock and an additional $24,236 of its Convertible
      Preferred Stock. The aggregate purchase price limitation for all common
      stock was $21,398 at March 31, 1998.

(10)  The Company adopted Statement of Financial Accounting Standards ("SFAS")
      No. 130, "Reporting Comprehensive Income," in the first quarter of 1998.
      SFAS No. 130 established standards for the reporting and display of
      comprehensive income and its components in financial statements.
      Comprehensive income generally represents all changes in shareholders'
      equity except those resulting from investments by or distributions to
      shareholders. Total comprehensive income, which is composed of net income
      attributable to common shares and foreign currency translation
      adjustments, for the quarters ended March 31, 1998 and 1997 was $10,918
      and $14,683, respectively.

      Effective January 1, 1998, the Company implemented a new AICPA Statement
      of Position ("SOP") No. 98-1 "Accounting for the Costs of Computer
      Software Developed for Internal Use". SOP No. 98-1 requires that certain
      costs related to the development or purchase of internal-use software be
      capitalized and amortized over the estimated useful life of the software.

(11)  The Company will adopt a new accounting standard, SFAS No. 131,
      "Disclosures about Segments of an Enterprise and Related Information," in
      the financial statements for the year ended December 31, 1998. SFAS No.
      131 requires publicly-held companies to report financial and descriptive
      information about operating segments in financial statements issued to
      shareholders for interim and annual periods. SFAS No. 131 also requires
      additional disclosures with respect to products and services, geographic
      areas of operation, and major customers. The adoption of this SFAS is not
      expected to have a material impact on the financial statements of the
      Company.

(12)  Certain prior period amounts have been reclassified to conform to the
      current period's financial statement presentation.

(13)  In the opinion of management, all adjustments have been made which are
      necessary for a fair presentation of results of operations and financial
      condition for the periods reported herein. All such adjustments are of a
      normal recurring nature.

                                        8

                      THE PITTSTON COMPANY AND SUBSIDIARIES
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                             AND FINANCIAL CONDITION

The financial statements of The Pittston Company (the "Company") include balance
sheets, results of operations and cash flows of the Brink's, Incorporated
("Brink's"), Brink's Home Security, Inc. ("BHS"), BAX Global Inc. ("BAX
Global"), Pittston Coal Company ("Coal Operations") and Pittston Mineral
Ventures ("Mineral Ventures") operations of the Company as well as the Company's
corporate assets and liabilities and related transactions which are not
separately identified with operations of a specific segment.

The following discussion is a summary of the key factors management considers
necessary in reviewing the Company's results of operations, liquidity and
capital resources.

                              RESULTS OF OPERATIONS

                                                        Quarter Ended March 31
(In thousands)                                            1998             1997
- --------------------------------------------------------------------------------
                                                                  
Net sales and operating revenues:
Brink's                                              $ 261,923          209,199
BHS                                                     48,410           42,185
BAX Global                                             402,433          371,409
Coal Operations                                        145,920          154,593
Mineral Ventures                                         3,978            4,290
- --------------------------------------------------------------------------------
Net sales and operating revenues                     $ 862,664          781,676
================================================================================

Operating profit (loss):
Brink's                                              $  21,919           15,801
BHS                                                     13,502           12,779
BAX Global                                                 430           10,756
Coal Operations                                          2,502            3,623
Mineral Ventures                                           (47)            (455)
- --------------------------------------------------------------------------------
Segment operating profit                                38,306           42,504
General corporate expense                              (11,806)          (5,126)
- --------------------------------------------------------------------------------
Total operating profit                               $  26,500           37,378
================================================================================

In the first quarter of 1998, the Company reported net income of $12.8 million
compared with $21.3 million in the first quarter of 1997. Operating profit
totaled $26.5 million in the 1998 first quarter compared with $37.4 million in
the prior year first quarter. Increased operating results at Brink's ($6.1
million), BHS ($0.7 million), and Mineral Ventures ($0.4 million) were offset by
lower operating profits at BAX Global ($10.3 million) and Coal Operations ($1.1
million) combined with higher general corporate expenses ($6.7 million).
Corporate expenses in the first quarter of 1998 included a $5.8 million pre-tax
charge related to a retirement agreement between the Company and its former
Chairman and CEO.

                                        9

BRINK'S
The following is a table of selected financial data for Brink's on a comparative
basis:

                                                         Quarter Ended March 31
(In thousands)                                               1998          1997
- --------------------------------------------------------------------------------
                                                                  
Operating revenues:
  North America (United States and Canada)                $129,367      110,772
  Latin America                                             76,492       59,696
  Europe                                                    49,813       32,628
  Asia/Pacific                                               6,251        6,103
- --------------------------------------------------------------------------------
Total operating revenues                                   261,923      209,199

Operating expenses                                         209,386      167,056
Selling, general and administrative expenses                31,604       25,721
- --------------------------------------------------------------------------------
Total costs and expenses                                   240,990      192,777
- --------------------------------------------------------------------------------
Other operating income (expense), net                          986         (621)
- --------------------------------------------------------------------------------
Operating profit:
  North America (United States and Canada)                  10,067        7,754
  Latin America                                             10,677        7,437
  Europe                                                       825          376
  Asia/Pacific                                                 350          234
- --------------------------------------------------------------------------------
Total operating profit                                    $ 21,919       15,801
- --------------------------------------------------------------------------------

Depreciation and amortization                             $  8,419        7,547
================================================================================

Cash capital expenditures                                 $ 13,303        9,814
================================================================================

Brink's consolidated revenues totaled $261.9 million in the first quarter of
1998 compared with $209.2 million in the first quarter of 1997. Brink's
operating profit of $21.9 million in the first quarter of 1998 represented a
$6.1 million (39%) increase over the $15.8 million operating profit reported in
the prior year quarter reflecting increases in all geographic regions. The
revenue increase of $52.7 million (25%) was offset, in part, by increases in
operating expenses and selling, general and administrative expenses of $48.2
million.

Revenues from North American operations (United States and Canada) increased
$18.6 million (17%) to $129.4 million in the 1998 first quarter from $110.8
million in the prior year quarter. North American operating profit increased
$2.3 million (30%) to $10.1 million in the current year quarter. The revenue and
operating profit improvements for 1998 primarily resulted from improved armored
car operations, which include ATM services.

In Latin America, revenues and operating profit increased 28% to $76.5 million
and 44% to $10.7 million, respectively, from the first quarter of 1997 to the
first quarter of 1998. The increase in revenues and operating profits includes
the impact of three months of consolidated results from the acquired operation
in Venezuela versus only two months of consolidated results in the 1997 quarter,
as well as strong results in Venezuela and Colombia which were offset, in part,
by costs associated with start-up operations in Argentina.

Revenues and operating profit from European operations amounted to $49.8 million
and $0.8 million, respectively, in the first quarter of 1998. These amounts
represented increases of $17.2 million (53%) and $0.4 million (119%) from the
comparable quarter of 1997. The increase in revenues was primarily due to the
the acquisition of nearly all of the remaining shares of the affiliate in France
in the first quarter of 1998 (discussed in more detail below). The increase in
operating profits reflects improved results from operations in France, as well
as the increased ownership. This improvement was partially offset by lower
results in Belgium caused by six weeks of industry-wide labor unrest in the
armored car industry in that country which was resolved in the quarter.

                                       10

Revenues and operating profit from Asia/Pacific operations in the first quarter
of 1998 were $6.3 million and $0.4 million, respectively, compared to $6.1
million and $0.2 million, respectively, in the 1997 quarter.

BHS
The following is a table of selected financial data for BHS on a comparative
basis:

                                                         Quarter Ended March 31
(Dollars in thousands)                                      1998           1997
================================================================================
                                                                   
Operating revenues                                     $  48,410         42,185

Operating expenses                                        24,046         20,852
Selling, general and administrative expenses              10,862          8,554
- --------------------------------------------------------------------------------
Total costs and expenses                                  34,908         29,406
- --------------------------------------------------------------------------------
Operating profit:
   Monitoring and service                                 17,182         14,590
   Net marketing, sales and installation                  (3,680)        (1,811)
- --------------------------------------------------------------------------------
Total operating profit                                 $  13,502         12,779
================================================================================

Depreciation and amortization                          $   8,802          6,666
================================================================================

Cash capital expenditures                              $  18,459         16,520
================================================================================

Annualized recurring revenues (a)                      $ 160,422        132,598
================================================================================

Number of subscribers:
   Beginning of period                                   511,532        446,505
   Installations                                          26,750         25,590
   Disconnects                                            (9,675)        (8,088)
- --------------------------------------------------------------------------------
End of period                                            528,607        464,007
================================================================================

(a) Annualized recurring revenues are calculated based on the number of
subscribers at period end multiplied by the average fee per subscriber received
in the last month of the period for monitoring, maintenance and related
services.

Revenues for BHS increased by $6.2 million (15%) to $48.4 million in the first
quarter of 1998 from $42.2 million in the 1997 quarter. The increase in revenues
was due to higher ongoing monitoring and service revenues, reflecting a 14%
increase in the subscriber base as well as higher average monitoring fees. As a
result of such growth, annualized recurring revenues at the end of the first
quarter of 1998 grew 21% over the amount in effect at the end of the first
quarter of 1997. Installation revenue for the first quarter of 1998 decreased 6%
over the same 1997 period. While the number of new security system installations
increased, the revenue per installation decreased as compared to the 1997
period, in response to continuing aggressive installation marketing and pricing
by competitors.

Operating profit of $13.5 million in the first quarter of 1998 represented an
increase of $0.7 million (5%) compared to the $12.8 million earned in the 1997
first quarter. Operating profit generated from monitoring and service activities
increased $2.6 million (18%) and was favorably impacted by the 14% growth in the
subscriber base combined with the higher average monitoring fees. Cash margins
per subscriber resulting from this portion of the business increased slightly
from the first quarter of 1997. Operating losses from marketing, sales and
installation activities increased $1.9 million in the first quarter of 1998 as
compared to 1997. This increase is due to higher levels of sales and marketing
costs incurred and expensed combined with lower levels of installation revenue.
Both of these factors are a consequence of the competitive environment in the
residential security market.

                                       11

As of January 1, 1992, BHS elected to capitalize categories of costs not
previously capitalized for home security installations. The additional costs not
previously capitalized consisted of costs for installation labor and related
benefits for supervisory, installation scheduling, equipment testing and other
support personnel and costs incurred in maintaining facilities and vehicles
dedicated to the installation process. The effect of this change in accounting
principle was to increase operating profit for the Brink's Group and the BHS
segment for the quarter ended March 31, 1998 and 1997 by $1.4 million and $1.2
million, respectively. The effect of this change increased basic and diluted net
income per common share of the Brink's Group by $.02 in the first three months
of 1998 and 1997.

                                       12

BAX GLOBAL
The following is a table of selected financial data for BAX Global on a
comparative basis:

(In thousands - except per                              Quarter Ended March 31
pound/shipment amounts)                                     1998          1997
================================================================================
                                                                 
Operating revenues:
   Intra-U.S.:
   Expedited freight services                          $ 147,398       136,672
   Other (a)                                                 945         1,721
- --------------------------------------------------------------------------------
Total Intra-U.S                                          148,343       138,393
   International:
   Expedited freight services (a)                        206,452       198,129
   Other (a)                                              47,638        34,887
- --------------------------------------------------------------------------------
Total International                                      254,090       233,016
- --------------------------------------------------------------------------------
Total operating revenues                                 402,433       371,409

Operating expenses                                       362,339       330,911
Selling, general and administrative expenses              39,531        30,391
- --------------------------------------------------------------------------------
Total costs and expenses                                 401,870       361,302
Other operating (expense) income, net                       (133)          649
- --------------------------------------------------------------------------------
Operating profit (loss):
   Intra-U.S                                              (4,977)        4,117
   International                                           5,407         6,639
- --------------------------------------------------------------------------------
Total operating profit                                 $     430        10,756
================================================================================

Depreciation and amortization                          $   7,609         6,908
- --------------------------------------------------------------------------------
Cash capital expenditures                              $  24,275         6,175
- --------------------------------------------------------------------------------

Expedited freight services
   shipment growth rate (b)                                  1.2%         (1.8%)

Expedited freight services
   weight growth rate (b):
   Intra-U.S                                                 8.9%          0.8%
   International                                             8.8%          2.5%
   Worldwide                                                 8.8%          1.7%
================================================================================

Expedited freight services
   weight (millions of pounds)                             381.5         350.5

Expedited freight services
   shipments (thousands)                                   1,290         1,275
================================================================================

Worldwide expedited freight services:
   Yield (revenue per pound) (a)                       $    .928          .955
   Revenue per shipment (a)                            $     274           263
   Weight per shipment (pounds)                              296           275
================================================================================

(a) Prior period's international expedited freight revenues have been
reclassified to conform to the current period classification.

(b) Compared to the same period in the prior year.

                                       13

BAX Global's first quarter 1998 operating profit amounted to $0.4 million, a
decrease of $10.4 million from the $10.8 million reported in the first quarter
of 1997. The first quarter included a net pre-tax charge of approximately $3.5
million ($1.9 million international and $1.6 million intra-U.S.) related to
incremental information technology expenditures including Year 2000 expenses,
partially offset by several non-recurring items. Worldwide revenues increased 8%
to $402.4 million from $371.4 million in the 1997 quarter. The $31.0 million
growth in revenues principally reflects a 9% increase in worldwide expedited
freight services pounds shipped, which reached 381.5 million pounds in the first
quarter of 1998, offset by a 3% decrease in average yield on this volume. In
addition, non-expedited freight services revenues, increased $12.0 million (33%)
during the first quarter of 1998 as compared to the same quarter in 1997
reflecting increases in ocean freight services and logistics revenues. Worldwide
expenses amounted to $401.9 million, $40.6 million (11%) higher than in the
first quarter of 1997.

In the first quarter of 1998, BAX Global's intra-U.S. revenues increased from
$138.4 million to $148.3 million. This $9.9 million (7%) increase was primarily
due to an increase of $10.7 million in intra-U.S. expedited freight services
revenues. The higher level of intra-U.S. expedited freight services revenues in
1998 was due to a 9% increase in weight shipped. Intra-U.S. operating results
during the first quarter of 1998, excluding the previously mentioned net charge
of $1.6 million, decreased $7.5 million from the $4.1 million of operating
profit earned in the first quarter of 1997. The decrease was primarily due to
the lower than expected volume combined with higher transportation costs.
Intra-U.S. transportation costs in the quarter were higher than 1997 first
quarter levels, due in part, to efforts to enhance service levels.
Transportation costs were also unfavorably impacted by service disruptions
caused mainly by equipment problems which were resolved during the quarter.

International revenues in the first quarter of 1998 increased $21.1 million (9%)
to $254.1 million from the $233.0 million recorded in the first quarter of 1997.
International expedited freight services revenue increased $8.3 million (4%) due
to a 9% increase in weight shipped offset by a 4% decrease in average yield. The
decrease in yield reflects a change in mix with less higher yielding export
traffic to Asian markets combined with the absence of third party carrier
surcharges which existed in the first quarter of 1997. In addition,
international non-expedited freight services revenue increased $12.8 million
(37%) in the first quarter of 1998 as compared to the same period in 1997 due to
growth in both the logistics and ocean freight businesses. International
operating profit in the first quarter of 1998, excluding the previously
mentioned net charge of $1.9 million, increased $0.7 million (11%) from the $6.6
million recorded in the first quarter of 1997. Operating profit during the first
quarter of 1998 benefited from improved U.S. export margins.

On April 30, 1998, BAX Global acquired the privately held Air Transport
International LLC ("ATI") for a purchase price of approximately $29 million. The
acquisition will be accounted for as a purchase. ATI is a U.S.-based freight and
passenger airline which operates a certificated fleet of aircraft providing
services to BAX Global and other customers. The ATI acquisition is part of BAX
Global's strategy to improve the quality of its service offerings for its
customers by increasing its control over flight operations. As a result of this
acquisition, BAX Global suspended its efforts to start up its own certificated
airline carrier operations.

During 1997, BAX Global began a BAX Process Innovation ("BPI") Program which was
comprised of an extensive review of all aspects of the company's operations.
Senior management from around the world, working with a major consulting firm,
reviewed all areas of the business including sales, operations, finance,
logistics and information technology.

In 1998, as a result of integrating BPI into BAX Global's continuous improvement
program, the overall cost for information technology systems, business
improvements and employee training was reduced from previous estimates of up to
$200 million over the next two to three years. BAX Global's information
technology expenditures, which will include substantial improvements to
information systems, annual recurring capital costs, process improvement
initiatives and spending for Year 2000 compliance initiatives, are now
currently estimated at approximately $60 million per year for 1998 and 1999,
approximately two-thirds of which may be capitalized. Additional details of
the information technology and Year 2000 compliance initiatives are being
further developed which may have an impact on future reported results.

                                       14

COAL OPERATIONS
The following are tables of selected financial data for Coal Operations on a
comparative basis:

                                                          Quarter Ended March 31
(In thousands)                                              1998            1997
================================================================================
                                                                   
Net sales                                               $145,920         154,593

- --------------------------------------------------------------------------------

Cost of sales                                            141,493         149,739
Selling, general and
   administrative expenses                                 4,254           4,936
- --------------------------------------------------------------------------------
Total costs and expenses                                 145,747         154,675
Other operating income, net                                2,329           3,705
- --------------------------------------------------------------------------------
Operating profit                                        $  2,502           3,623
================================================================================

Coal sales (tons):
   Metallurgical                                           1,931           1,891
   Utility and industrial                                  2,923           3,229
- --------------------------------------------------------------------------------
Total coal sales                                           4,854           5,120
================================================================================

Production/purchased (tons):
   Deep                                                    1,389           1,102
   Surface                                                 1,969           2,659
   Contract                                                  242             363
- --------------------------------------------------------------------------------
                                                           3,600           4,124
Purchased                                                    965           1,340
- --------------------------------------------------------------------------------
Total                                                      4,565           5,464
================================================================================

(In thousands,                                            Quarter Ended March 31
except per ton amounts)                                     1998            1997
================================================================================

Net coal sales (a)                                      $143,976         152,698
Current production costs
   of coal sold (a)                                      132,507         141,572
- --------------------------------------------------------------------------------
Coal margin                                               11,469          11,126
Non-coal margin                                              616             717
Other operating income, net                                2,329           3,705
- --------------------------------------------------------------------------------
Margin and other income                                   14,414          15,548
- --------------------------------------------------------------------------------
Other costs and expenses:
   Idle equipment and closed mines                           703             307
   Inactive employee cost                                  6,955           6,682
   Selling, general and
   administrative expenses                                 4,254           4,936
- --------------------------------------------------------------------------------
Total other costs and expenses                            11,912          11,925
- --------------------------------------------------------------------------------
Operating profit                                        $  2,502           3,623
================================================================================

Coal margin per ton:
   Realization                                          $  29.66           29.82
   Current production costs                                27.29           27.65
- --------------------------------------------------------------------------------
Coal margin                                             $   2.37            2.17
================================================================================

(a) Excludes non-coal components.

                                       15

Coal Operations generated an operating profit of $2.5 million in the first
quarter of 1998, compared to $3.6 million recorded in the 1997 first quarter.
Sales volume of 4.9 million tons in the first quarter of 1998 was 5% less than
the 5.1 million tons sold in the prior year quarter. Compared to the first
quarter of 1997, steam coal sales in 1998 decreased by 0.3 million tons (9%), to
2.9 million tons, while metallurgical coal sales remained consistent at 1.9
million tons. The steam sales reduction was due to the expiration of a long-term
contract, railroad service disruption and reduced spot sales. Steam coal sales
represented 60% of total volume in 1998 and 63% in 1997.

Total coal margin of $11.5 million for the first quarter of 1998 represented an
increase of $0.3 million from the comparable 1997 period. The increase in total
coal margin reflects a decrease of $9.1 million ($0.36 per ton) in the current
production costs of coal sold offset, in large part, by a decrease of $8.7
million ($0.16 per ton) in coal realization. The decrease in realization was due
mostly to a decrease in realization on metallurgical coal caused by lower price
settlements with metallurgical customers for the contract year which began on
April 1, 1997. Realizations on metallurgical coal sales for the contract year
beginning April 1, 1998 will be slightly lower than those in the contract year
that began April 1, 1997.

The current production cost of coal sold decreased $0.36 per ton to $27.29 in
the first quarter of 1998 from the first quarter of 1997. Production costs in
the 1998 quarter include a $1.3 million ($0.27 per ton) benefit related to a
favorable ruling issued by the U.S. Supreme Court in March 1998 on the
unconstitutionality of the Harbor Maintenance Tax. The $1.3 million credit
represents the effect of past payments and, as a result of the ruling, Coal
Operations anticipates lower export coal costs in the future. In addition, the
first quarter of 1997 included higher production costs at certain deep mines due
to temporary adverse geological conditions. Production in the 1998 first quarter
decreased 0.5 million tons over the 1997 first quarter to 3.6 million tons and
purchased coal decreased 0.4 million tons to 1.0 million tons. Surface
production accounted for 56% and 66% of the total volume in the 1998 and 1997
first quarters, respectively. Productivity of 34.9 tons per man day in the 1998
first quarter decreased from the 36.6 tons per man day in the 1997 first quarter
primarily attributable to an increased percentage of deep mine production.

Non-coal margin, which reflects earnings from the oil, gas and timber
businesses, amounted to $0.6 million in the first quarter of 1998, which was
$0.1 million lower than in the first quarter of 1997, reflecting the impact of
changes in natural gas prices. Other operating income, which primarily includes
gains on sales of property and equipment and third party royalties, amounted to
$2.3 million in the first quarter of 1998 as compared to $3.7 million in the
comparable period of 1997. This decrease of $1.4 million was principally due to
the inclusion in 1997 of a favorable insurance settlement along with higher
gains on asset sales during that period.

Idle equipment and closed mine costs increased $0.4 million to $0.7 million in
the 1998 first quarter due to costs associated with mines which went idle during
the third quarter of 1997. Inactive employee costs, which represent long-term
employee liabilities for pension and retiree medical costs, increased from $6.7
million to $7.0 million for the first quarter of 1998 resulting from the use of
a lower long-term discount rate to calculate the present value of the
obligations. Selling, general and administrative expenses decreased $0.7 million
(14%) in the first quarter of 1998 from 1997 due to reductions in support and
administrative staff and related costs.

In two independent transactions in April and May, 1998, Coal Operations sold one
of its surface mines representing 1.6 million tons of the anticipated 1998
production, along with the coal supply agreements associated with this mine, and
other limited reserves to major US coal companies. Cash proceeds from these
sales approximate $18.7 million. In a related transaction, Coal Operations
acquired additional tons of coal reserves that are contiguous to an existing
operation.

                                       16

Coal Operations continues cash funding for charges recorded in prior years for
facility closure costs recorded as restructuring and other charges in the
Statement of Operations. The following table analyzes the changes in liabilities
during the first three months of 1998 for such costs:

                                                             Employee
                                               Mine      Termination,
                                                and           Medical
                                              Plant               and
                                            Closure         Severance
(In thousands)                                Costs             Costs      Total
- --------------------------------------------------------------------------------
                                                                 
Balance as of December 31, 1997          $   11,143            19,703     30,846
Payments                                        272               459        731
- --------------------------------------------------------------------------------
Balance as of March 31, 1998             $   10,871            19,244     30,115
================================================================================

Mineral Ventures

The following is a table of selected financial data for Mineral Ventures on a
comparative basis:

(Dollars in thousands, except                          Quarter Ended March 31
per ounce data)                                         1998             1997
================================================================================
                                                                  
Stawell Gold Mine:
   Gold sales                                      $   3,956             4,281
   Other revenue                                          22                 9
- -------------------------------------------------------------------------------
Net sales                                              3,978             4,290

Cost of sales (a)                                      2,671             3,631
Selling, general and
   administrative expenses (a)                           291               298
- -------------------------------------------------------------------------------
Total costs and expenses                               2,962             3,929
- -------------------------------------------------------------------------------
Operating profit - Stawell
   Gold Mine                                           1,016               361
Other operating expense, net                          (1,063)             (816)
- -------------------------------------------------------------------------------
Operating loss                                     $     (47)             (455)
================================================================================

Stawell Gold Mine:
   Mineral Ventures' 50% direct share:
     Ounces sold                                      11,146            10,576
     Ounces produced                                  11,156            10,951
   Average per ounce sold (US$):
     Realization                                   $     355               405
     Cash cost                                           206               327
================================================================================

(a) Excludes $908 of non-Stawell related selling, general and administrative
expenses for the quarter ended March 31, 1998. Excludes $42 and $617 of
non-Stawell related cost of sales and selling, general and administrative
expenses, respectively, for the quarter ended March 31, 1997. Such costs are
reclassified to cost of sales and selling, general and administrative expenses
in the Minerals Group Statement of Operations.

Mineral Ventures, which primarily consists of a 50% direct and a 17% indirect
interest in the Stawell gold mine ("Stawell") in western Victoria, Australia,
generated a small operating loss in the first quarter of 1998, an improvement of
$0.4 million as compared to the loss of $0.5 million in the first quarter of
1997. Mineral Ventures' 50% direct interest in Stawell's operations generated
net sales of $4.0 million in the first quarter of 1998 compared to $4.3 million
in the 1997 period due to an increase in ounces of gold sold from 10.6 thousand
ounces to 11.1 thousand ounces, offset by lower gold realizations. The operating
profit at Stawell

                                       17

of $1.0 million increased $0.7 million over the prior year amount, reflecting a
$121 per ounce decrease (37%) in the cash cost of gold sold partially offset by
a $50 per ounce decrease (12%) in average realization. Production costs were
lower in the 1998 quarter due to a weaker Australian dollar as well as more
favorable ground conditions than those experienced in the first quarter of 1997.

As of March 31, 1998, approximately 16% of Mineral Ventures' proven and probable
reserves had been sold forward under forward sales contracts that mature
periodically through mid-1999. Based on contracts in place and current market
conditions, full year 1998 average realizations are expected to be between $325
and $330 per ounce of gold sold. At March 31, 1998, remaining proven and
probable gold reserves at the Stawell mine were estimated at 415.7 thousand
ounces. The joint venture also has exploration rights in the highly prospective
district around the mine.

Other operating expense, net, includes equity earnings from joint ventures,
primarily consisting of Mineral Ventures' 17% indirect interest in Stawell's
operations and gold exploration costs for all operations excluding Stawell.

In addition to its interest in Stawell, Mineral Ventures has a 17% indirect
interest in the Silver Swan base metals property in Western Australia. Operating
results at Silver Swan have been below expectations due to the impact of
depressed nickel prices, though production volumes and costs at the mine are in
line with expectations.

FOREIGN OPERATIONS
A portion of the Company's financial results is derived from activities in
foreign countries, each with a local currency other than the U.S. dollar.
Because the financial results of the Company are reported in U.S. dollars, they
are affected by the changes in the value of the various foreign currencies in
relation to the U.S. dollar. The Company's international activity is not
concentrated in any single currency, which limits the risks of foreign currency
rate fluctuation. In addition, these rate fluctuations may adversely affect
transactions which are denominated in currencies other than the functional
currency. The Company routinely enters into such transactions in the normal
course of its business. Although the diversity of its foreign operations limits
the risks associated with such transactions, the Company uses foreign currency
forward contracts to hedge the risks associated with such transactions. Realized
and unrealized gains and losses on these contracts are deferred and recognized
as part of the specific transaction hedged. In addition, translation adjustments
relating to operations in countries with highly inflationary economies are
included in net income, along with all transaction gains or losses for the
period. A subsidiary in Venezuela and affiliates in Mexico operate in such
highly inflationary economies. Prior to January 1, 1998, the economy in Brazil,
in which the Company has subsidiaries, was considered highly inflationary.

The Company is also subject to other risks customarily associated with doing
business in foreign countries, including labor and economic conditions, controls
on repatriation of earnings and capital, nationalization, political instability,
expropriation and other forms of restrictive action by local governments. The
future effects, if any, of such risks on the Company cannot be predicted.

CORPORATE EXPENSES
In the first quarter of 1998, corporate expenses totaled $11.8 million compared
with $5.1 million in the 1997 first quarter. Corporate expenses in the first
quarter of 1998 included a $5.8 million pre-tax charge relating to a retirement
agreement between the Company and its former Chairman and CEO.

OTHER OPERATING INCOME, NET
Other operating income, net includes the Company's share of net earnings of
unconsolidated affiliates, primarily Brink's equity affiliates, royalty income
from Coal Operations and gains and losses from sales of coal assets. Other
operating income, net decreased $0.5 million in the first quarter of 1998, as
compared to the same period in 1997. The decline in the quarter is the result of
lower asset sales and foreign currency exchange gains offset by increased equity
in earnings of unconsolidated affiliates.

                                       18

NET INTEREST EXPENSE
Net interest expense increased $1.7 million to $6.2 million in the first quarter
of 1998 from $4.5 million in the prior year quarter. This increase is
predominantly due to higher average borrowings related to capital expenditures
and acquisitions, as well as higher average interest rates largely attributed to
foreign borrowings.

OTHER EXPENSE, NET
Other expense, net for the first quarter of 1998 decreased $1.0 million to $1.4
million. The lower level of other expense, net is due to higher foreign
translation gains offset in part by an increase in minority interest expense for
Brink's consolidated affiliates.

INCOME TAXES
In both the 1998 and 1997 periods presented, the provision for income taxes was
less than the statutory federal income tax rate of 35% due to the tax benefits
of percentage depletion on Coal Operations and lower taxes on foreign income,
partially offset by provisions for goodwill amortization and state income taxes.

FINANCIAL CONDITION

CASH FLOW REQUIREMENTS
Cash provided by operating activities during the first three months of 1998
totaled $21.7 million compared with $23.8 million in the first three months of
1997. This decrease resulted from lower net income partially offset by higher
noncash charges in the first three months of 1998. Cash generated from
operations was not sufficient to fund investing activities, primarily capital
expenditures and aircraft heavy maintenance. As a result of these items and
funds used for share activities, the Company required net borrowings of $61.3
million, resulting in an increase in cash and cash equivalents of $2.7 million.

In the first quarter of 1998, Brink's purchased 62% (representing nearly all the
remaining shares) of its French affiliate ("Brink's S.A.") for payments
aggregating US $39 million over three years. The acquisition was funded through
an initial payment made at closing of $8.8 million and a note to the seller for
a principal amount of $27.5 million payable in annual installments plus interest
through 2001. The acquisition has been accounted for as a purchase, and
accordingly, the purchase price is being allocated to the underlying assets and
liabilities based on their estimated fair value at the date of acquisition.
Based on a preliminary evaluation which is subject to additional review, the
estimated fair value of the additional assets recorded, including goodwill,
approximated $134.1 million and included $9.2 million in cash. Estimated
liabilities assumed of $97.8 million, included previously existing debt of
approximately $41.4 million. The excess of the purchase price over the fair
value of assets acquired and liabilities assumed is being amortized over forty
years. Brink's S.A. had annual 1997 revenues approximating the equivalent of US
$220 million.

CAPITAL EXPENDITURES
Cash capital expenditures for the first three months of 1998 totaled $60.7
million, $20.7 million higher than in the comparable period in 1997. Of the 1998
amount of cash capital expenditures, $13.3 million was spent by Brink's, $18.5
million was spent by BHS, $24.3 million was spent by BAX Global, $3.7 million
was spent by Coal Operations and $0.7 million was spent by Mineral Ventures. For
the remainder of 1998, company-wide capital expenditures are expected to range
between $170 and $180 million, excluding BPI expenditures. The foregoing amounts
exclude expenditures that have been or are expected to be financed through
capital and operating leases, and any acquisition expenditures.

FINANCING
The Company intends to fund cash capital expenditures through cash flow from
operating activities or through operating leases if the latter are financially
attractive. Shortfalls, if any, will be financed through the Company's revolving
credit agreements or other borrowing arrangements.

                                       19

Total outstanding debt amounted to $378.5 million at March 31, 1998, up from
$243.3 million at year-end 1997. The $135.2 million increase reflects debt
associated with the Brink's France acquisition (as previously discussed) as well
as additional cash required to fund capital expenditures.

The Company has a $350.0 million credit agreement with a syndicate of banks (the
"Facility"). The Facility includes a $100.0 million term loan and also permits
additional borrowings, repayments and reborrowings of up to an aggregate of
$250.0 million. As of March 31, 1998 and December 31, 1997 borrowings of $100.0
million were outstanding under the term loan portion of the Facility and $80.8
million and $25.9 million, respectively, of additional borrowings were
outstanding under the remainder of the Facility.

OFF-BALANCE SHEET INSTRUMENTS
In the first quarter of 1998, the Company, on behalf of the BAX Group, entered
into additional commodity option transactions that are intended to protect
against significant increases in jet fuel prices. These transactions aggregated
47.6 million gallons and mature periodically throughout 1998. The fair value of
these fuel hedge transactions may fluctuate over the course of the contract
period due to changes in the supply and demand for oil and refined products.
Thus, the economic gain or loss, if any, upon settlement of the contracts may
differ from the fair value of the contracts at an interim date. At March 31,
1998, the fair value of all outstanding contracts to hedge jet fuel requirements
was ($1.4) million.

READINESS FOR YEAR 2000
The Company has taken actions to understand the nature and extent of work
required to make its systems, products, services and infrastructure Year 2000
compliant. The Company is currently preparing its financial, information and
other computer-based systems for the Year 2000, including replacing and/or
updating existing systems. The Company continues to evaluate the additional
estimated costs associated with these efforts, which it currently estimates to
be between $40-$45 million over the next two years. Based on actual experience
and available information, the Company believes that it will be able to manage
its Year 2000 transition without any material adverse effect on its business
operations, services or financial condition. However, if the applicable
modifications and conversions are not made, or are not completed on a timely
basis, the Year 2000 issue could have a material adverse impact on the
operations of the Company. Further, management is currently evaluating the
extent to which the Company's interface systems are vulnerable to its suppliers'
and customers' failure to remediate their own Year 2000 issues as there is no
guarantee that the systems of other companies on which the Company's systems
rely will be timely and adequately converted.

CAPITALIZATION
The Company has three classes of common stock: Pittston Brink's Group Common
Stock ("Brink's Stock"), Pittston BAX Group Common Stock ("BAX Stock") and
Pittston Minerals Group Common Stock ("Minerals Stock") which were designed to
provide shareholders with separate securities reflecting the performance of the
Pittston Brink's Group ("Brink's Group"), the Pittston BAX Group ("BAX Group")
and the Pittston Minerals Group ("Minerals Group"), respectively, without
diminishing the benefits of remaining a single corporation or precluding future
transactions affecting any of the Groups. The Brink's Group consists of the
Brink's and BHS operations of the Company. The BAX Group consists of the BAX
Global operations of the Company. The Minerals Group consists of the Coal
Operations and Mineral Ventures operations of the Company. The Company prepares
separate financial statements for the Brink's, BAX and Minerals Groups in
addition to consolidated financial information of the Company.

Effective May 4, 1998, the designation of Pittston Burlington Group Common Stock
and the name of the Pittston Burlington Group were changed to Pittston BAX Group
Common Stock and Pittston BAX Group, respectively. All rights and privileges of
the holders of such Stock are otherwise unaffected by such changes. The stock
continues to trade on the New York Stock Exchange under the symbol "PZX".

                                       20

Under the share repurchase programs authorized by the Board of Directors (the
"Board"), the Company purchased shares in the periods presented as follows:

                                                          Quarter Ended March 31
(Dollars in millions)                                      1998             1997
- --------------------------------------------------------------------------------
                                                                   
Brink's Stock:
  Shares                                                     --          153,000
  Cost                                                $      --              4.0

BAX Stock:
  Shares                                                177,532          132,100
  Cost                                                $     3.5              2.6

Convertible Preferred Stock:
  Shares                                                    355               --
  Cost                                                $     0.1               --
  Excess carrying amount (a)                          $    0.02               --
================================================================================

(a) The excess of the carrying amount of the Series C Cumulative Convertible
Preferred Stock (the "Convertible Preferred Stock") over the cash paid to
holders for repurchases made during the periods. This amount is deducted from
preferred dividends in the Company's Statement of Operations.

The Company's remaining repurchase authority with respect to the Convertible
Preferred Stock as of March 31, 1998 was $24.2 million. As of March 31, 1998,
the Company had remaining authority to purchase over time 1.1 million shares of
Brink's Stock; 0.9 million shares of BAX Stock; and 1.0 million shares of
Minerals Stock. The aggregate purchase price limitation for all common stock was
$21.4 million as of March 31, 1998.

DIVIDENDS
The Board intends to declare and pay dividends, if any, on Brink's Stock, BAX
Stock and Minerals Stock based on the earnings, financial condition, cash flow
and business requirements of the Brink's Group, BAX Group and the Minerals
Group, respectively. Since the Company remains subject to Virginia law
limitations on dividends, losses by one Group could affect the Company's ability
to pay dividends in respect of stock relating to the other Group. Dividends on
Minerals Stock are also limited by the Available Minerals Dividend Amount as
defined in the Company's Articles of Incorporation. The Available Minerals
Dividend Amount may be reduced by activity that reduces shareholder's equity or
the fair value of net assets of the Minerals Group. Such activity includes net
losses by the Minerals Group, dividends paid on the Minerals Stock and the
Convertible Preferred Stock, repurchases of Minerals Stock and the Convertible
Preferred Stock, and foreign currency translation losses. At March 31, 1998, the
Available Minerals Dividend Amount was at least $12.9 million.

During the first three months of 1998 and 1997, the Board declared and the
Company paid cash dividends of 2.5 cents per share of Brink's Stock, 6 cents per
share of BAX Stock, and 16.25 cents per share of Minerals Stock. Dividends paid
on the Convertible Preferred Stock in each of the first three months of 1998 and
1997 were $0.9 million. In May 1998, the Company reduced the annual dividend
rate on Minerals Stock to $0.10 per share for shareholders as of the May 15,
1998 record date. Cash made available from this lower dividend rate will be used
to either reinvest, as suitable opportunities arise, in the Minerals Group
companies or to pay down debt, with a view towards maximizing long-term
shareholder value.

ACCOUNTING CHANGES
The Company adopted Statement of Financial Accounting Standards ("SFAS") No.
130, "Reporting Comprehensive Income", in the first quarter of 1998. SFAS No.
130 establishes standards for the reporting and display of comprehensive income
and its components in financial statements. Comprehensive income generally
represents all changes in shareholders' equity except those resulting from
investments by or distributions to shareholders. Total comprehensive income,
which is composed of net income attributable to common shares and foreign
currency translation adjustments, for the quarters ended March 31, 1998 and 1997
was $10.9 million and $14.7 million, respectively.

                                       21

Effective January 1, 1998, the Company implemented a new AICPA Statement of
Position ("SOP") No. 98-1 "Accounting for the Costs of Computer Software
Developed for Internal Use". SOP No. 98-1 requires that certain costs related to
the development or purchase of internal-use software be capitalized and
amortized over the estimated useful life of the software.

PENDING ACCOUNTING CHANGES
The Company will implement SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information", in the financial statements for the year
ended December 31, 1998. SFAS No. 131 requires publicly-held companies to report
financial and descriptive information about operating segments in financial
statements issued to shareholders for interim and annual periods. The SFAS also
requires additional disclosures with respect to products and services,
geographic areas of operation, and major customers. The adoption of this SFAS is
not expected to have a material impact on the financial statements of the
Company.

FORWARD LOOKING INFORMATION
Certain of the matters discussed herein, including statements regarding BPI and
information technology and related outlay projections, the expected benefits
from the ATI acquisition and from BAX Global's continuous improvement program on
financial results, expectations with regard to future realizations on
metallurgical coal and gold sales and the readiness for Year 2000, involve
forward looking information which is subject to known and unknown risks,
uncertainties, and contingencies which could cause actual results, performance
or achievements, to differ materially from those which are anticipated. Such
risks, uncertainties and contingencies, many of which are beyond the control of
the Company, include, but are not limited to, overall economic and business
conditions, the demand for the Company's products and services, pricing and
other competitive factors in the industry, geological conditions, new government
regulations and/or legislative initiatives, variations in costs or expenses,
variations in the spot prices of coal and gold, the successful integration of
the ATI acquisition, the ability of counterparties to perform, changes in the
scope of improvements to information systems and Year 2000 initiatives, delays
or problems in the implementation of Year 2000 initiatives by the Company and/or
its suppliers and customers, and delays or problems in the design and
implementation of improvements to information systems.

                                       22

                             PITTSTON BRINK'S GROUP
                                 BALANCE SHEETS
                                 (IN THOUSANDS)

                                                                     March 31      December 31
                                                                         1998             1997
===============================================================================================
                                                                  (Unaudited)

ASSETS
Current assets:
Cash and cash equivalents                                         $    42,862           37,694
Short-term investments, at lower of cost or market                      2,277            2,227
Accounts receivable (net of estimated amount uncollectible:
   1998 - $12,190; 1997 - $9,660)                                     235,162          160,912
Receivable - Pittston Minerals Group                                       --            8,003
Inventories, at lower of cost or market                                 6,599            3,469
Prepaid expenses                                                       21,474           16,672
Deferred income taxes                                                  18,382           18,147
- -----------------------------------------------------------------------------------------------
Total current assets                                                  326,756          247,124

Property, plant and equipment, at cost (net of accumulated
   depreciation and amortization: 1998 - $286,653;
   1997 - $276,457)                                                   400,212          346,672
Intangibles, net of accumulated amortization                           45,434           18,510
Investment in and advances to unconsolidated affiliates                19,601           28,169
Deferred pension assets                                                27,349           31,713
Deferred income taxes                                                   3,769            3,612
Other assets                                                           18,508           16,530
- -----------------------------------------------------------------------------------------------
Total assets                                                      $   841,629          692,330
===============================================================================================

LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Short-term borrowings                                             $    15,275            9,073
Current maturities of long-term debt                                   17,914            7,576
Accounts payable                                                       52,576           36,337
Accrued liabilities                                                   164,529          125,362
Payable - Pittston Minerals Group                                       3,233               --
- -----------------------------------------------------------------------------------------------
Total current liabilities                                             253,527          178,348

Long-term debt, less current maturities                                92,412           38,682
Postretirement benefits other than pensions                             4,169            4,097
Workers' compensation and other claims                                 11,228           11,277
Deferred income taxes                                                  46,410           45,324
Payable - Pittston Minerals Group                                       2,907              391
Other liabilities                                                       6,497            8,929
Minority interests                                                     26,078           24,802
Shareholder's equity                                                  398,401          380,480
- -----------------------------------------------------------------------------------------------
Total liabilities and shareholder's equity                        $   841,629          692,330
===============================================================================================

See accompanying notes to financial statements.

                                       23

                             PITTSTON BRINK'S GROUP
                            STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (Unaudited)

                                                         Quarter Ended March 31
                                                                1998       1997
================================================================================
                                                                  
Operating revenues                                        $  310,333    251,384

Costs and expenses:

Operating expenses                                           233,432    187,908
Selling, general and administrative
   expenses                                                   46,555     36,063
- --------------------------------------------------------------------------------
Total costs and expenses                                     279,987    223,971
Other operating income (expense), net                            986       (621)
- --------------------------------------------------------------------------------
Operating profit                                              31,332     26,792
Interest income                                                  864        653
Interest expense                                              (3,815)    (2,239)
Other expense, net                                            (1,337)    (1,658)
- --------------------------------------------------------------------------------
Income before income taxes                                    27,044     23,548
Provision for income taxes                                    10,007      8,242
- --------------------------------------------------------------------------------
Net income                                                $   17,037     15,306
================================================================================
Net income per common share:
   Basic                                                  $      .44        .40
   Diluted                                                       .44        .40
================================================================================
Cash dividends per common share                           $     .025       .025
================================================================================
Weighted average common shares outstanding:
   Basic                                                      38,477     38,189
   Diluted                                                    39,081     38,608
================================================================================

See accompanying notes to financial statements.

                                       24

                             PITTSTON BRINK'S GROUP
                            STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (Unaudited)

                                                                          Quarter Ended March 31
                                                                              1998          1997
=================================================================================================
                                                                                    
Cash flows from operating activities:
Net income                                                              $   17,037        15,306
Adjustments to reconcile net income to net cash provided by operating
   activities:

   Depreciation and amortization                                            17,278        14,260
   Provision for deferred income taxes                                         966           517
   Provision for pensions, noncurrent                                          385           422
   Provision for uncollectible accounts receivable                           1,525         1,018
   Minority interest expense                                                 1,777         1,584
   Equity in (earnings) loss of unconsolidated affiliates,
      net of dividends received                                               (902)         (880)
   Other operating, net                                                      2,345         2,375
   Change in operating assets and liabilities, net of the effects of
      acquisitions and dispositions:
      (Increase) decrease in accounts receivable                           (11,792)        2,572
      (Increase) decrease in inventories                                    (3,058)          539
      Increase in prepaid expenses                                            (982)       (4,427)
      Increase (decrease) in accounts payable and accrued liabilities        3,333        (6,015)
      Increase in other assets                                              (1,369)       (3,366)
      Decrease in other liabilities                                         (2,281)         (794)
      Other, net                                                            (1,383)         (301)
- -------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                   22,879        22,810
- -------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Additions to property, plant and equipment                                 (31,866)      (26,367)
Proceeds from disposal of property, plant and equipment                         77         2,291
Acquisitions, net of cash acquired                                             224       (53,303)
Other, net                                                                     163        10,558
- -------------------------------------------------------------------------------------------------
Net cash used by investing activities                                      (31,402)      (66,821)
- -------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Additions to debt                                                            5,220        50,580
Reductions of debt                                                          (2,518)       (5,500)
Payments from Minerals Group                                                11,238        11,685
Proceeds from exercise of stock options                                      1,383         1,035
Dividends paid                                                                (916)         (880)
Repurchase of common stock                                                    (716)       (3,964)
- -------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                   13,691        52,956
- -------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents                                    5,168         8,945
Cash and cash equivalents at beginning of period                            37,694        20,012
- -------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                              $   42,862        28,957
=================================================================================================

See accompanying notes to financial statements.

                                       25

                             PITTSTON BRINK'S GROUP
                          NOTES TO FINANCIAL STATEMENTS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (Unaudited)

(1)   The financial statements of the Pittston Brink's Group (the "Brink's
      Group") include the balance sheets, results of operations and cash flows
      of the Brink's, Incorporated ("Brink's") and Brink's Home Security, Inc.
      ("BHS") operations of The Pittston Company (the "Company"), and a portion
      of the Company's corporate assets and liabilities and related transactions
      which are not separately identified with operations of a specific segment.
      The Brink's Group's financial statements are prepared using the amounts
      included in the Company's consolidated financial statements. Corporate
      amounts reflected in these financial statements are determined based upon
      methods which management believes to be a reasonable and an equitable
      estimate of the cost attributable to the Brink's Group.

      The Company provides holders of Pittston Brink's Group Common Stock
      ("Brink's Stock") separate financial statements, financial reviews,
      descriptions of business and other relevant information for the Brink's
      Group, in addition to consolidated financial information of the Company.
      Holders of Brink's Stock are shareholders of the Company, which is
      responsible for all liabilities. Therefore, financial developments
      affecting the Brink's Group, the Pittston BAX Group (the "BAX Group"
      formerly the Pittston Burlington Group) or the Pittston Minerals Group
      (the "Minerals Group") that affect the Company's financial condition could
      affect the results of operations and financial condition of each of the
      Groups. Accordingly, the Company's consolidated financial statements must
      be read in connection with the Brink's Group's financial statements.

(2)   The following is a reconciliation between the calculation of basic and
      diluted net income per share:

                                                         Quarter Ended March 31
Brink's Group                                                1998          1997
- --------------------------------------------------------------------------------
                                                                   
Numerator:
Net income - Basic and diluted net
   income per share numerator                          $   17,037        15,306

Denominator:
Basic weighted average common
   shares outstanding                                      38,477        38,189
Effect of dilutive securities:
   Employee stock options                                     604           419
- --------------------------------------------------------------------------------

Diluted weighted average common
   shares outstanding                                      39,081        38,608
================================================================================

      Options to purchase 23 shares of common stock, at prices between $28.63
      and $29.50 per share were outstanding for the quarter ended March 31,
      1997, but were not included in the computation of diluted net income per
      share because the options' exercise price was greater than the average
      market price of the common shares and, therefore, the effect would be
      antidilutive.

(3)   As of January 1, 1992, BHS elected to capitalize categories of costs not
      previously capitalized for home security installations. The additional
      costs not previously capitalized consisted of costs for installation labor
      and related benefits for supervisory, installation scheduling, equipment
      testing and other support personnel and costs incurred in maintaining
      facilities and vehicles dedicated to the installation process. The effect
      of this change in accounting principle was to increase operating profit
      for the Brink's Group and the BHS segment for the first three months of
      1998 and 1997 by $1,416 and $1,178, respectively. The effect of this
      change increased basic and diluted net income per common share of the
      Brink's Group by $.02 in the first three months of 1998 and 1997.

                                       26

(4)   Depreciation and amortization of property, plant and equipment in the
      first quarter of 1998 totaled $16,941 and $13,976 in 1997.

(5)   Cash payments made for interest and income taxes, net of refunds received,
      were as follows:

                                                         Quarter Ended March 31
                                                          1998             1997
- --------------------------------------------------------------------------------
                                                                    
Interest                                               $ 3,478            2,216
================================================================================
Income taxes                                           $ 1,279            3,650
================================================================================

      During the quarter ended March 31, 1998, Brink's recorded the following
      noncash items in connection with the acquisition of substantially all of
      the remaining shares of its affiliate in France; the seller financing of
      the equivalent of US $27,500 and the assumption of $41,400 of existing
      Brink's France debt. See further discussion below.

(6)   In the first quarter of 1998, the Brink's Group purchased 62%
      (representing nearly all the remaining shares) of its French affiliate
      ("Brink's S.A.") for payments aggregating US $39,000 over three years. The
      acquisition was funded through an initial payment made at closing of
      $8,789 and a note to the seller for a principal amount of approximately
      the equivalent of US $27,500 payable in annual installments plus interest
      through 2001. The acquisition has been accounted for as a purchase, and
      accordingly, the purchase price is being allocated to the underlying
      assets and liabilities based on their estimated fair value at the date of
      acquisition. Based on a preliminary evaluation which is subject to
      additional review, the estimated fair value of the additional assets
      recorded, including goodwill, approximated $134,100 and included $9,200 in
      cash. Estimated liabilities assumed of $97,800 included previously
      existing debt of approximately $41,400. The excess of the purchase price
      over the fair value of assets acquired and liabilities assumed is being
      amortized over forty years. Brink's S.A. had annual 1997 revenues
      approximating the equivalent of U.S. $220,000.

(7)   Under the share repurchase programs authorized by the Board of Directors,
      the Company purchased shares in the periods presented as follows:

                                                       Quarter Ended March 31
      (Dollars in millions)                             1998             1997
      ------------------------------------------------------------------------
                                                                
      Brink's Stock:
        Shares                                            --          153,000
        Cost                                         $    --              4.0

      Convertible Preferred Stock:
        Shares                                           355               --
        Cost                                         $   0.1               --
        Excess carrying amount (a)                   $  0.02               --
      ------------------------------------------------------------------------

      (a) The excess of the carrying amount of the Series C Cumulative
      Convertible Preferred Stock (the "Convertible Preferred Stock") over the
      cash paid to holders for repurchases made during the periods. This amount
      is deducted from preferred dividends in the Company's Statement of
      Operations.

      At March 31, 1998, the Company had the remaining authority to purchase
      over time 1,056 shares of Brink's Stock and an additional $24,236 of its
      Convertible Preferred Stock. The aggregate purchase price limitation for
      all common stock was $21,398 at March 31, 1998.

(8)   The Brink's Group adopted Statement of Financial Accounting Standards
      ("SFAS") No. 130, "Reporting Comprehensive Income," in the first quarter
      of 1998. SFAS No. 130 established standards for the reporting and display
      of comprehensive income and its components in financial statements.
      Comprehensive income generally represents all changes in shareholders'
      equity except those

                                       27

      resulting from investments by or distributions to shareholders. Total
      comprehensive income, which is composed of net income and foreign currency
      translation adjustments, for the quarters ended March 31, 1998 and 1997
      was $15,262 and $11,202, respectively.

      Effective January 1, 1998, the Brink's Group implemented a new AICPA
      Statement of Position ("SOP") No. 98-1 "Accounting for the Costs of
      Computer Software Developed for Internal Use". SOP No. 98-1 requires that
      certain costs related to the development or purchase of internal-use
      software be capitalized and amortized over the estimated useful life of
      the software.

(9)   The Brink's Group will adopt a new accounting standard, SFAS No. 131,
      "Disclosures and Segments of an Enterprise and Related Information," in
      the financial statements for the year ended December 31, 1998. SFAS No.
      131 requires publicly-held companies to report financial and descriptive
      information about operating segments in financial statements issued to
      shareholders for interim and annual periods. SFAS No. 131 also requires
      additional disclosures with respect to products and services, geographic
      areas of operation, and major customers. The adoption of this SFAS is not
      expected to have a material impact on the financial statements of the
      Brink's Group.

(10)  Certain prior period amounts have been reclassified to conform to the
      current period's financial statement presentation.

(11)  In the opinion of management, all adjustments have been made which are
      necessary for a fair presentation of results of operations and financial
      condition for the periods reported herein. All such adjustments are of a
      normal recurring nature.

                                       28

                             PITTSTON BRINK'S GROUP
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                             AND FINANCIAL CONDITION

The financial statements of the Pittston Brink's Group (the "Brink's Group")
include the balance sheets, results of operations and cash flows of the Brink's,
Incorporated ("Brink's") and Brink's Home Security, Inc. ("BHS") operations of
The Pittston Company (the "Company"), and a portion of the Company's corporate
assets and liabilities and related transactions which are not separately
identified with operations of a specific segment. The Brink's Group's financial
statements are prepared using the amounts included in the Company's consolidated
financial statements. Corporate amounts reflected in these financial statements
are determined based upon methods which management believes to be a reasonable
and an equitable estimate of the cost attributable to the Brink's Group.

The Company provides holders of Pittston Brink's Group Common Stock ("Brink's
Stock") separate financial statements, financial reviews, descriptions of
business and other relevant information for the Brink's Group, in addition to
consolidated financial information of the Company. Holders of Brink's Stock are
shareholders of the Company, which is responsible for all liabilities.
Therefore, financial developments affecting the Brink's Group, the Pittston BAX
Group (the "BAX Group" formerly the Pittston Burlington Group) or the Pittston
Minerals Group (the "Minerals Group") that affect the Company's financial
condition could affect the results of operations and financial condition of each
of the Groups. Accordingly, the Company's consolidated financial statements must
be read in connection with the Brink's Group's financial statements.

The following discussion is a summary of the key factors management considers
necessary in reviewing the Brink's Group's results of operations, liquidity and
capital resources. This discussion must be read in conjunction with the
financial statements and related notes of the Brink's Group and the Company.

                              RESULTS OF OPERATIONS

                                                        Quarter Ended March 31
(In thousands)                                          1998              1997
================================================================================
                                                                 
Operating revenues:
Brink's                                            $ 261,923           209,199
BHS                                                   48,410            42,185
- -------------------------------------------------------------------------------
Total operating revenues                           $ 310,333           251,384
================================================================================

Operating profit:

Brink's                                            $  21,919            15,801
BHS                                                   13,502            12,779
- -------------------------------------------------------------------------------
Segment operating profit                              35,421            28,580
General corporate expense                             (4,089)           (1,788)
- -------------------------------------------------------------------------------
Total operating profit                             $  31,332            26,792
================================================================================

                                       29

The Brink's Group net income totaled $17.0 million ($0.44 per share) in the
first quarter of 1998 compared with $15.3 million ($0.40 per share) in the first
quarter of 1997. Operating profit for the 1998 first quarter increased to $31.3
million from $26.8 million in the first quarter of 1997. Included in the 1998
quarter's operating results was a pre-tax charge of $2.0 million ($0.03 per
share) for the Brink's Group's share of expenses relating to a retirement
agreement between the Company and its former Chairman and CEO. The increase in
net income and operating profit for the 1998 first quarter compared with the
same period of 1997 was attributable to improved operating earnings for the
Brink's and BHS businesses. Revenues for the 1998 first quarter increased $58.9
million or 23% compared with the 1997 first quarter, of which $52.7 million was
from Brink's and $6.2 million was from BHS. Operating expenses and selling,
general and administrative expenses for the 1998 first quarter increased $56.0
million or 25% compared with the same period last year, of which $48.2 million
was from Brink's and $5.5 million was from BHS. Net interest expense during the
first quarter of 1998 increased $1.4 million due largely to higher average
interest rates and borrowings used to fund the acquisitions of Brink's
affiliates in Venezuela and France in early 1997 and 1998, respectively.

BRINK'S
The following is a table of selected financial data for Brink's on a comparative
basis:

                                                         Quarter Ended March 31
(In thousands)                                           1998              1997
================================================================================
                                                                  
Operating revenues:

  North America (United States and Canada)          $ 129,367           110,772
  Latin America                                        76,492            59,696
  Europe                                               49,813            32,628
  Asia/Pacific                                          6,251             6,103
- --------------------------------------------------------------------------------
Total operating revenues                              261,923           209,199

Operating expenses                                    209,386           167,056
Selling, general and administrative expenses           31,604            25,721
- --------------------------------------------------------------------------------
Total costs and expenses                              240,990           192,777
- --------------------------------------------------------------------------------
Other operating income (expense), net                     986              (621)
- --------------------------------------------------------------------------------
Operating profit:

  North America (United States and Canada)             10,067             7,754
  Latin America                                        10,677             7,437
  Europe                                                  825               376
  Asia/Pacific                                            350               234
- --------------------------------------------------------------------------------
Total operating profit                              $  21,919            15,801
================================================================================

Depreciation and amortization                       $   8,419             7,547
================================================================================

Cash capital expenditures                           $  13,303             9,814
================================================================================

Brink's consolidated revenues totaled $261.9 million in the first quarter of
1998 compared with $209.2 million in the first quarter of 1997. Brink's
operating profit of $21.9 million in the first quarter of 1998 represented a
$6.1 million (39%) increase over the $15.8 million operating profit reported in
the prior year quarter reflecting increases in all geographic regions. The
revenue increase of $52.7 million (25%) was offset, in part, by increases in
operating expenses and selling, general and administrative expenses of $48.2
million.

Revenues from North American operations (United States and Canada) increased
$18.6 million (17%) to $129.4 million in the 1998 first quarter from $110.8
million in the prior year quarter. North American operating profit increased
$2.3 million (30%) to $10.1 million in the current year quarter. The revenue and
operating profit improvements for 1998 primarily resulted from improved armored
car operations, which include ATM services.

                                       30

In Latin America, revenues and operating profit increased 28% to $76.5 million
and 44% to $10.7 million, respectively, from the first quarter of 1997 to the
first quarter of 1998. The increase in revenues and operating profits includes
the impact of three months of consolidated results from the acquired operation
in Venezuela versus only two months of consolidated results in the 1997 quarter,
as well as strong results in Venezuela and Colombia which were offset, in part,
by costs associated with start-up operations in Argentina.

Revenues and operating profit from European operations amounted to $49.8 million
and $0.8 million, respectively, in the first quarter of 1998. These amounts
represented increases of $17.2 million (53%) and $0.4 million (119%) from the
comparable quarter of 1997. The increase in revenues was primarily due to the
the acquisition of nearly all of the remaining shares of the affiliate in France
in the first quarter of 1998 (discussed in more detail below). The increase in
operating profits reflects improved results from operations in France, as well
as the increased ownership. This improvement was partially offset by lower
results in Belgium caused by six weeks of industry-wide labor unrest in the
armored car industry in that country which was resolved in the quarter.

Revenues and operating profit from Asia/Pacific operations in the first quarter
of 1998 were $6.3 million and $0.4 million, respectively, compared to $6.1
million and $0.2 million, respectively, in the 1997 quarter.

                                       31

BHS
The following is a table of selected financial data for BHS on a comparative
basis:

                                                        Quarter Ended March 31
(Dollars in thousands)                                   1998             1997
================================================================================
                                                                  
Operating revenues                                  $  48,410           42,185

Operating expenses                                     24,046           20,852
Selling, general and administrative expenses           10,862            8,554
- --------------------------------------------------------------------------------
Total costs and expenses                               34,908           29,406
- --------------------------------------------------------------------------------
Operating profit:
   Monitoring and service                              17,182           14,590
   Net marketing, sales and installation               (3,680)          (1,811)
- --------------------------------------------------------------------------------

Total operating profit                              $  13,502           12,779
================================================================================

Depreciation and amortization                       $   8,802            6,666
================================================================================

Cash capital expenditures                           $  18,459           16,520
================================================================================

Annualized recurring revenues (a)                   $ 160,422          132,598
================================================================================

Number of subscribers:
   Beginning of period                                511,532          446,505
   Installations                                       26,750           25,590
   Disconnects                                         (9,675)          (8,088)
- --------------------------------------------------------------------------------
End of period                                         528,607          464,007
================================================================================

(a) Annualized recurring revenues are calculated based on the number of
subscribers at period end multiplied by the average fee per subscriber received
in the last month of the period for monitoring, maintenance and related
services.

Revenues for BHS increased by $6.2 million (15%) to $48.4 million in the first
quarter of 1998 from $42.2 million in the 1997 quarter. The increase in revenues
was due to higher ongoing monitoring and service revenues, reflecting a 14%
increase in the subscriber base as well as higher average monitoring fees. As a
result of such growth, annualized recurring revenues at the end of the first
quarter of 1998 grew 21% over the amount in effect at the end of the first
quarter of 1997. Installation revenue for the first quarter of 1998 decreased 6%
over the same 1997 period. While the number of new security system installations
increased, the revenue per installation decreased as compared to the 1997
period, in response to continuing aggressive installation marketing and pricing
by competitors.

Operating profit of $13.5 million in the first quarter of 1998 represented an
increase of $0.7 million (5%) compared to the $12.8 million earned in the 1997
first quarter. Operating profit generated from monitoring and service activities
increased $2.6 million (18%) and was favorably impacted by the 14% growth in the
subscriber base combined with the higher average monitoring fees. Cash margins
per subscriber resulting from this portion of the business increased slightly
from the first quarter of 1997. Operating losses from marketing, sales and
installation activities increased $1.9 million in the first quarter of 1998 as
compared to 1997. This increase is due to higher levels of sales and marketing
costs incurred and expensed combined with lower levels of installation revenue.
Both of these factors are a consequence of the competitive environment in the
residential security market.

As of January 1, 1992, BHS elected to capitalize categories of costs not
previously capitalized for home security installations. The additional costs not
previously capitalized consisted of costs for installation labor and related
benefits for supervisory, installation scheduling, equipment testing and other
support personnel and costs incurred in maintaining facilities and vehicles
dedicated to the installation process. The effect of this

                                       32

change in accounting principle was to increase operating profit for the Brink's
Group and the BHS segment for the quarter ended March 31, 1998 and 1997 by $1.4
million and $1.2 million, respectively. The effect of this change increased
basic and diluted net income per common share of the Brink's Group by $.02 in
the first three months of 1998 and 1997.

FOREIGN OPERATIONS
A portion of the Brink's Group's financial results is derived from activities in
foreign countries, each with a local currency other than the U.S. dollar.
Because the financial results of the Brink's Group are reported in U.S. dollars,
they are affected by the changes in the value of the various foreign currencies
in relation to the U.S. dollar. The Brink's Group's international activity is
not concentrated in any single currency, which limits the risks of foreign
currency rate fluctuations. In addition, these rate fluctuations may adversely
affect transactions which are denominated in currencies other than the
functional currency. The Brink's Group routinely enters into such transactions
in the normal course of its business. Although the diversity of its foreign
operations limits the risks associated with such transactions, the Company, on
behalf of the Brink's Group, from time to time, uses foreign currency forward
contracts to hedge the risks associated with such transactions. Realized and
unrealized gains and losses on these contracts are deferred and recognized as
part of the specific transaction hedged. In addition, translation adjustments
relating to operations in countries with highly inflationary economies are
included in net income, along with all transaction gains or losses for the
period. A subsidiary in Venezuela and an affiliate in Mexico operate in such
highly inflationary economies. Prior to January 1, 1998, the economy in Brazil,
in which the Brink's Group has a subsidiary, was considered highly inflationary.

The Brink's Group is also subject to other risks customarily associated with
doing business in foreign countries, including labor and economic conditions,
controls on repatriation of earnings and capital, nationalization, political
instability, expropriation and other forms of restrictive action by local
governments. The future effects, if any, of such risks on the Brink's Group
cannot be predicted.

CORPORATE EXPENSES
A portion of the Company's corporate general and administrative expenses and
other shared services has been allocated to the Brink's Group based on
utilization and other methods and criteria which management believes to be an
equitable and a reasonable estimate of the costs attributable to the Brink's
Group. These attributions were $4.1 million and $1.8 million for the first
quarter of 1998 and 1997, respectively. The increase in the 1998 quarter is
mainly due to a pre-tax charge of approximately $5.8 million related to a
retirement agreement between the Company and its former Chairman and CEO.
Approximately $2.0 million of these expenses have been attributed to the Brink's
Group.

                                       33

OTHER OPERATING INCOME AND EXPENSE, NET
Other operating income and expense, net consists primarily of net equity
earnings of Brink's foreign affiliates. These net equity earnings amounted to
income of $0.9 million and expense of $0.7 million for the first quarters of
1998 and 1997, respectively. The favorable change is primarily due to
improvement in the earnings of Brink's former equity affiliate in France. This
formerly 38% owned affiliate became a consolidated subsidiary in the first
quarter of 1998 as discussed in more detail below.

NET INTEREST EXPENSE
Net interest expense increased from $1.6 million in the first quarter of 1997 to
$3.0 million in the first quarter of 1998. This increase is predominantly due to
higher average borrowings related to acquisitions, as well as higher average
interest rates largely attributed to foreign borrowings.

OTHER EXPENSE, NET
Other expense, net which principally includes foreign translation gains and
losses and minority interest earnings or losses of Brink's subsidiaries,
decreased for the first quarter of 1998 by $0.3 million. The lower level of
expense during the 1998 period reflects an increase in foreign translation gains
partially offset by higher minority ownership expense associated with Venezuela.

INCOME TAXES
The effective tax rate in the first quarter of 1998 was 37%. This is an increase
from the comparable period in 1997 which had an effective tax rate of 35%. The
1997 rate was lower due to lower taxes on foreign income.

FINANCIAL CONDITION

A portion of the Company's corporate assets and liabilities has been attributed
to the Brink's Group based upon utilization of the shared services from which
assets and liabilities are generated. Management believes this attribution to be
an equitable and a reasonable estimate of the cost attributable to the Brink's
Group.

CASH FLOW REQUIREMENTS
Cash provided by operating activities amounted to $22.9 million in the first
three months of 1998, which is essentially unchanged from the 1997 level.
Significant sources of cash flow primarily include net income and noncash
charges offset by funds used to finance working capital. Cash generated from
operating activities was not sufficient to fund investing activities, primarily
capital expenditures. However, additional borrowings and repayments from the
Minerals Group resulted in an increase of $5.2 million in cash and cash
equivalents in the first three months of 1998.

In the first quarter of 1998, Brink's purchased 62% (representing nearly all the
remaining shares) of its French affiliate ("Brink's S.A.") for payments
aggregating US $39 million over three years. The acquisition was funded through
an initial payment made at closing of $8.8 million and a note to the seller for
a principal amount of $27.5 million payable in annual installments plus interest
through 2001. The acquisition has been accounted for as a purchase, and
accordingly, the purchase price is being allocated to the underlying assets and
liabilities based on their estimated fair value at the date of acquisition.
Based on a preliminary evaluation which is subject to additional review, the
estimated fair value of the additional assets recorded, including goodwill,
approximated $134.1 million and included $9.2 million in cash. Estimated
liabilities assumed of $97.8 million included previously existing debt of
approximately $41.4 million. The excess of the purchase price over the fair
value of assets acquired and liabilities assumed is being amortized over forty
years. Brink's S.A. had annual 1997 revenues approximating the equivalent of US
$220 million.

CAPITAL EXPENDITURES
Cash capital expenditures for the first quarter of 1998 totaled $31.9 million,
of which $18.5 million was spent by BHS and $13.3 million was spent by Brink's.
Cash capital expenditures totaled $26.4 million in the 1997 quarter.
Expenditures incurred by BHS in the first quarter of 1998 were primarily for
customer installations, representing the expansion in the subscriber base, while
expenditures incurred by Brink's were primarily for expansion, replacement or
maintenance of ongoing business operations. For the remainder of 1998, cash
capital expenditures are expected to range between $105 million and $110
million.

                                       34

FINANCING
The Brink's Group intends to fund cash capital expenditures through cash flow
from operating activities or through operating leases if the latter are
financially attractive. Shortfalls, if any, will be financed through the
Company's revolving credit agreements or other borrowing arrangements or
repayments from the Minerals Group.

Total outstanding debt at March 31, 1998 was $125.6 million, $70.3 million
higher than the $55.3 million reported at December 31, 1997. The increase in
debt is attributable to debt associated with the acquisition of Brink's
affiliate in France as previously discussed.

The Company has a $350.0 million credit agreement with a syndicate of banks (the
"Facility"). The Facility includes a $100.0 million term loan and permits
additional borrowings, repayments and reborrowings of up to an aggregate of
$250.0 million. As of March 31, 1998 and December 31, 1997, borrowings of $100.0
million were outstanding under the term loan portion of the Facility and $80.8
million and $25.9 million, respectively, of additional borrowings were
outstanding under the remainder of the Facility. No portion of the total amount
outstanding under the Facility at March 31, 1998 or December 31, 1997, was
attributable to the Brink's Group.

RELATED PARTY TRANSACTIONS
At March 31, 1998, under an interest bearing borrowing arrangement, the Minerals
Group owed the Brink's Group $15.8 million, a decrease of $11.2 million from the
$27.0 million owed at December 31, 1997.

At March 31, 1998, the Brink's Group owed the Minerals Group $21.9 million
compared to the $19.4 million owed at December 31, 1997 for tax payments
representing the Minerals Group's tax benefits utilized by the Brink's Group in
accordance with the Company's tax sharing policy. Of the total tax benefits owed
to the Minerals Group at March 31, 1998, $19.0 million is expected to be paid
within one year.

READINESS FOR YEAR 2000
The Brink's Group has taken actions to understand the nature and extent of work
required to make its systems, services and infrastructure Year 2000 compliant.
The Brink's Group is currently preparing its financial, information and other
computer-based systems for the Year 2000, including replacing and/or updating
existing systems. As these efforts progress, the Brink's Group continues to
evaluate the associated costs. Based upon its most recent estimates and its
anticipated capital spending, the Brink's Group does not anticipate that it will
incur any material costs in preparing for the Year 2000. The Brink's Group
believes, based on available information, that it will be able to manage its
Year 2000 transition without material adverse effect on its business operations,
services or financial condition. However, if the applicable modifications and
conversions are not made, or are not completed on a timely basis, the Year 2000
issue could have a material adverse impact on the operations of the Brink's
Group. Further, management is currently evaluating the extent to which the
Brink's Group's interface systems are vulnerable to its suppliers' and
customers' failure to remediate their own Year 2000 issues as there is no
guarantee that the systems of other companies on which the Brink's Group's
systems rely will be timely and adequately converted.

CAPITALIZATION
The Company has three classes of common stock: Brink's Stock, Pittston BAX Group
Common Stock ("BAX Stock") and Pittston Minerals Group Common Stock ("Minerals
Stock") which were designed to provide shareholders with separate securities
reflecting the performance of the Brink's Group, BAX Group and Minerals Group,
respectively, without diminishing the benefits of remaining a single corporation
or precluding future transactions affecting any of the Groups. The Brink's Group
consists of the Brink's and BHS operations of the Company. The BAX Group
consists of the BAX Global Inc. ("BAX Global") operations of the Company. The
Minerals Group consists of the Pittston Coal Company ("Coal Operations") and
Pittston Mineral Ventures ("Mineral Ventures") operations of the Company. The
Company prepares separate financial statements for the Brink's, BAX and Minerals
Groups, in addition to consolidated financial information of the Company.

Effective May 4, 1998, the designation of Pittston Burlington Group Common Stock
and the name of the Pittston Burlington Group were changed to Pittston BAX Group
Common Stock and Pittston BAX Group, respectively. All rights and privileges of
the holders of such Stock are otherwise unaffected by such changes. The stock
continues to trade on the New York Stock Exchange under the symbol "PZX".

                                       35

Under the share repurchase programs authorized by the Board of Directors (the
"Board"), the Company purchased shares in the periods presented as follows:

                                                         Quarter Ended March 31
(Dollars in millions)                                     1998             1997
- --------------------------------------------------------------------------------
                                                                  
Brink's Stock:
  Shares                                                    --          153,000
  Cost                                                  $   --             4.0

Convertible Preferred Stock:
  Shares                                                   355               --
  Cost                                                  $  0.1               --
  Excess carrying amount (a)                            $ 0.02               --
================================================================================

(a) The excess of the carrying amount of the Series C Cumulative Convertible
Preferred Stock (the "Convertible Preferred Stock") over the cash paid to
holders for repurchases made during the periods. This amount is deducted from
preferred dividends in the Company's Statement of Operations.

The Company's remaining repurchase authority with respect to the Convertible
Preferred Stock as of March 31, 1998 was $24.2 million. As of March 31, 1998,
the Company had remaining authority to purchase over time 1.1 million shares of
Brink's Stock. The aggregate purchase price limitation for all common stock was
$21.4 million as of March 31, 1998.

DIVIDENDS
The Board intends to declare and pay dividends, if any, on Brink's Stock based
on the earnings, financial condition, cash flow and business requirements of the
Brink's Group. Since the Company remains subject to Virginia law limitations on
dividends, losses by the Minerals Group or the BAX Group could affect the
Company's ability to pay dividends in respect of stock relating to the Brink's
Group.

During the first three months of 1998 and 1997, the Board declared and the
Company paid cash dividends of 2.5 cents per share of Brink's Stock. Dividends
paid on the Convertible Preferred Stock in each of the first quarters of 1998
and 1997 were $0.9 million.

ACCOUNTING CHANGES
The Brink's Group adopted Statement of Financial Accounting Standards ("SFAS")
No. 130, "Reporting Comprehensive Income", in the first quarter of 1998. SFAS
No. 130 establishes standards for the reporting and display of comprehensive
income and its components in financial statements. Comprehensive income
generally represents all changes in shareholders' equity except those resulting
from investments by or distributions to shareholders. Total comprehensive
income, which is composed of net income and foreign currency translation
adjustments, for the quarters ended March 31, 1998 and 1997 was $15.3 million
and $11.2 million, respectively.

Effective January 1, 1998, the Brink's Group implemented a new AICPA Statement
of Position ("SOP") No. 98-1 "Accounting for the Costs of Computer Software
Developed for Internal Use". SOP No. 98-1 requires that certain costs related to
the development or purchase of internal-use software be capitalized and
amortized over the estimated useful life of the software.

PENDING ACCOUNTING CHANGES
The Brink's Group will implement SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information", in the financial statements for the year
ended December 31, 1998. SFAS No. 131 requires publicly-held companies to report
financial and descriptive information about operating segments in financial
statements issued to shareholders for interim and annual periods. The SFAS also
requires additional disclosures with respect to products and services,
geographic areas of operation, and major customers. The adoption of this SFAS is
not expected to have a material impact on the financial statements of the
Brink's Group.

                                       36

FORWARD LOOKING INFORMATION
Certain of the matters discussed herein, including statements regarding the
readiness for Year 2000, involve forward looking information which is subject to
known and unknown risks, uncertainties, and contingencies which could cause
actual results, performance or achievements to differ materially from those
which are anticipated. Such risks, uncertainties and contingencies, many of
which are beyond the control of the Brink's Group and the Company, include, but
are not limited to, overall economic and business conditions, the demand for the
Brink's Group's services, pricing and other competitive factors in the industry,
new government regulations and/or legislative initiatives, variations in costs
or expenses, changes in the scope of Year 2000 initiatives, and delays or
problems in the implementation of Year 2000 initiatives by the Brink's Group
and/or its suppliers and customers.

                                       37

                               PITTSTON BAX GROUP
                                 BALANCE SHEETS
                                 (IN THOUSANDS)

                                                                March 31      December 31
                                                                    1998             1997
==========================================================================================
                                                             (Unaudited)

ASSETS
Current assets:
Cash and cash equivalents                                    $    27,570           28,790
Accounts receivable (net of estimated amount uncollectible:
   1998 - $10,889; 1997 -$10,110)                                302,168          306,806
Inventories, at lower of cost or market                            1,501            1,359
Prepaid expenses                                                  12,416           11,050
Deferred income taxes                                              6,860            7,159
- ------------------------------------------------------------------------------------------
Total current assets                                             350,515          355,164

Property, plant and equipment, at cost (net of accumulated depreciation and
   amortization:
   1998 - $83,385; 1997 - $78,815)                               147,303          128,632
Intangibles, net of accumulated amortization                     175,667          174,791
Deferred pension assets                                            7,192            7,600
Deferred income taxes                                             20,710           19,814
Other assets                                                      19,111           15,442
==========================================================================================
Total assets                                                 $   720,498          701,443
==========================================================================================

LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Short-term borrowings                                        $    42,205           31,071
Current maturities of long-term debt                               3,214            3,176
Accounts payable                                                 195,014          194,489
Payable - Pittston Minerals Group                                  5,000            4,966
Accrued liabilities                                               74,721           78,363
- ------------------------------------------------------------------------------------------
Total current liabilities                                        320,154          312,065

Long-term debt, less current maturities                           53,629           37,016
Postretirement benefits other than pensions                        3,629            3,518
Deferred income taxes                                              1,411            1,447
Payable - Pittston Minerals Group                                 14,564           13,239
Other liabilities                                                  8,117           10,448
Shareholder's equity                                             318,994          323,710
- ------------------------------------------------------------------------------------------
Total liabilities and shareholder's equity                   $   720,498          701,443
==========================================================================================

See accompanying notes to financial statements.

                                       38

                               PITTSTON BAX GROUP
                            STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (Unaudited)

                                                        Quarter Ended March 31
                                                        1998              1997
================================================================================
                                                                 
Operating revenues                                 $ 402,433           371,409

Costs and expenses:
Operating expenses                                   362,339           330,911
Selling, general and administrative expenses          43,614            32,171
- --------------------------------------------------------------------------------
Total costs and expenses                             405,953           363,082
- --------------------------------------------------------------------------------
Other operating (expense) income, net                   (133)              649
- --------------------------------------------------------------------------------
Operating (loss) profit                               (3,653)            8,976
Interest income                                          259               330
Interest expense                                      (1,218)             (946)
Other expense, net                                       (98)             (281)
- --------------------------------------------------------------------------------
(Loss) income before income taxes                     (4,710)            8,079
(Credit) provision for income taxes                   (1,744)            2,991
- --------------------------------------------------------------------------------
Net (loss) income                                  $  (2,966)            5,088
================================================================================

Net (loss) income per common share:
  Basic                                            $    (.15)              .26
  Diluted                                               (.15)              .26
- --------------------------------------------------------------------------------

Cash dividends per common share                    $     .06               .06
- --------------------------------------------------------------------------------

Weighted average common shares outstanding:
  Basic                                               19,477            19,406
  Diluted                                             19,477            19,820
================================================================================

See accompanying notes to financial statements.

                                       39

                               PITTSTON BAX GROUP
                            STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (Unaudited)

                                                                             Quarter Ended March 31
                                                                             1998              1997
====================================================================================================
                                                                                        
Cash flows from operating activities:
Net (loss) income                                                      $   (2,966)            5,088
Adjustments to reconcile net income to net cash provided by operating
   activities:
   Depreciation and amortization                                            7,667             6,959
   Provision for aircraft heavy maintenance                                 8,733             8,186
   Credit for deferred income taxes                                          (463)             (190)
   (Credit) provision for pensions, noncurrent                                (24)              567
   Provision for uncollectible accounts receivable                          1,110               699
   Other operating, net                                                     1,317               556
   Change in operating assets and liabilities, net of effects of acquisitions
      and dispositions:
      Decrease (increase) in accounts receivable                           15,903           (12,629)
      (Increase) decrease in inventories                                     (142)               78
      Increase in prepaid expenses                                         (1,928)           (1,941)
      (Decrease) increase in accounts payable and accrued liabilities      (9,795)            6,245
      Decrease (increase) in other assets                                     583              (150)
      Decrease in other liabilities                                        (1,108)             (444)
      Other, net                                                           (1,444)              776
- ----------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                  17,443            13,800
- ----------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Additions to property, plant and equipment                                (24,379)           (6,207)
Proceeds from disposal of property, plant and equipment                       115               115
Aircraft heavy maintenance                                                 (9,659)           (9,473)
Other, net                                                                 (2,406)            2,106
- ----------------------------------------------------------------------------------------------------
Net cash used by investing activities                                     (36,329)          (13,459)
- ----------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Additions to debt                                                          25,341               622
Reductions of debt                                                         (3,960)           (1,225)
Payments from Minerals Group                                                   --             6,002
Proceeds from exercise of stock options                                       905               263
Dividends paid                                                             (1,106)           (1,080)
Repurchase of common stock                                                 (3,514)           (2,550)
- ----------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                  17,666             2,032
- ----------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents                       (1,220)            2,373
Cash and cash equivalents at beginning of period                           28,790            17,818
- ----------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                             $   27,570            20,191
====================================================================================================

See accompanying notes to financial statements.

                                       40

                               PITTSTON BAX GROUP
                          NOTES TO FINANCIAL STATEMENTS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (Unaudited)

(1)   The financial statements of the Pittston BAX Group (the "BAX Group")
      include the balance sheets, results of operations and cash flows of the
      BAX Global Inc. ("BAX Global") operations of The Pittston Company (the
      "Company"), and a portion of the Company's corporate assets and
      liabilities and related transactions which are not separately identified
      with operations of a specific segment. The BAX Group's financial
      statements are prepared using the amounts included in the Company's
      consolidated financial statements. Corporate amounts reflected in these
      financial statements are determined based upon methods which management
      believes to be a reasonable and an equitable estimate of the cost
      attributable to the BAX Group.

      The Company provides holders of Pittston BAX Group Common Stock ("BAX
      Stock") separate financial statements, financial reviews, descriptions of
      business and other relevant information for the BAX Group, in addition to
      consolidated financial information of the Company. Holders of BAX Stock
      are shareholders of the Company, which is responsible for all liabilities.
      Therefore, financial developments affecting the BAX Group, the Pittston
      Brink's Group (the "Brink's Group") and the Pittston Minerals Group (the
      "Minerals Group") that affect the Company's financial condition could
      affect the results of operations and financial condition of each of the
      Groups. Accordingly, the Company's consolidated financial statements must
      be read in connection with the BAX Group's financial statements.

      Effective May 4, 1998, the designation of Pittston Burlington Group Common
      Stock and the name of the Pittston Burlington Group were changed to
      Pittston BAX Group Common Stock and Pittston BAX Group, respectively. All
      rights and privileges of the holders of such Stock are otherwise
      unaffected by such changes. The stock continues to trade on the New York
      Stock Exchange under the symbol "PZX".

(2)   The following is a reconciliation between the calculation of basic and
      diluted net income per share:

                                                          Quarter Ended March 31
BAX Group                                                     1998          1997
- --------------------------------------------------------------------------------
                                                                    
Numerator:
Net (loss) income - Basic and diluted net
   income per share numerator                           $   (2,966)        5,088

Denominator:
Basic weighted average common
   shares outstanding                                       19,477        19,406
Effect of dilutive securities:
   Employee stock options                                        --          414
- --------------------------------------------------------------------------------
Diluted weighted average common
   shares outstanding                                       19,477        19,820
================================================================================

      Options to purchase 2,366 shares of common stock, at prices between $5.78
      and $27.91 per share, were outstanding as of March 31, 1998 but were not
      included in the computation of diluted net loss per share because the
      effect of all options would be antidilutive. Options to purchase 42 shares
      of common stock, at prices between $19.81 and $21.13 per share, were
      outstanding as of March 31, 1997 but were not included in the computation
      of diluted net income per share because the options' exercise price was
      greater than the average market price of the common shares and, therefore,
      the effect would be antidilutive.

                                       41

(3)   Depreciation and amortization of property, plant and equipment in the
      first quarters of 1998 and 1997 totaled $6,006 and $5,315, respectively.

(4)   Cash payments made for interest and income taxes, net of refunds received,
      were as follows:

                                                       Quarter Ended March 31
                                                        1998             1997
- --------------------------------------------------------------------------------
                                                                    
Interest                                            $    826              829
================================================================================
Income taxes                                        $  3,746              867
================================================================================

(5)   On April 30, 1998, BAX Global acquired the privately held Air Transport
      International LLC ("ATI") for a purchase price of approximately $29,000.
      The acquisition was funded through the revolving credit portion of the
      Company's credit agreement with a syndicate of banks and will be accounted
      for as a purchase.

(6)   Under the share repurchase programs authorized by the Board of Directors,
      the Company purchased shares in the periods presented as follows:

                                                      Quarter Ended March 31
      (Dollars in millions)                               1998          1997
      -----------------------------------------------------------------------
                                                             
      BAX Stock:
        Shares                                         177,532       132,100
        Cost                                         $     3.5           2.6

      Convertible Preferred Stock:
        Shares                                             355            --
        Cost                                         $     0.1            --
        Excess carrying amount (a)                   $    0.02            --
      =======================================================================

      (a) The excess of the carrying amount of the Series C Cumulative
      Convertible Preferred Stock (the "Convertible Preferred Stock") over the
      cash paid to holders for repurchases made during the periods. This amount
      is deducted from preferred dividends in the Company's Statement of
      Operations.

      At March 31, 1998, the Company had the remaining authority to purchase
      over time 915 shares of BAX Stock and an additional $24,236 of its
      Convertible Preferred Stock. The aggregate purchase price limitation for
      all common stock was $21,398 at March 31, 1998.

(7)   The BAX Group adopted Statement of Financial Accounting Standards ("SFAS")
      No. 130, "Reporting Comprehensive Income", in the first quarter of 1998.
      SFAS No. 130 establishes standards for the reporting and display of
      comprehensive income and its components in financial statements.
      Comprehensive income generally represents all changes in shareholders'
      equity except those resulting from investments by or distributions to
      shareholders. Total comprehensive (loss) income, which is composed of net
      (loss) income and foreign currency translation adjustments, for the
      quarters ended March 31, 1998 and 1997 was $2,566 and $3,653,
      respectively.

      Effective January 1, 1998, the BAX Group implemented a new AICPA Statement
      of Position ("SOP") No. 98-1 "Accounting for the Costs of Computer
      Software Developed for Internal Use". SOP No. 98-1 requires that certain
      costs related to the development or purchase of internal-use software be
      capitalized and amortized over the estimated useful life of the software.
      As a result of the implementation of SOP No. 98-1, net loss for the
      quarter ended March 31, 1998, included a benefit of approximately $792 or
      $.04 per share for costs capitalized during the quarter which would have
      been expensed prior to the implementation of SOP No. 98-1.

                                       42

(8)   The BAX Group will adopt a new accounting standard, SFAS No. 131,
      "Disclosures and Segments of an Enterprise and Related Information," in
      the financial statements for the year ended December 31, 1998. SFAS No.
      131 requires publicly-held companies to report financial and descriptive
      information about operating segments in financial statements issued to
      shareholders for interim and annual periods. SFAS No. 131 also requires
      additional disclosures with respect to products and services, geographic
      areas of operation, and major customers. The adoption of this SFAS is not
      expected to have a material impact on the financial statements of the BAX
      Group.

(9)   Certain prior period amounts have been reclassified to conform to the
      current period's financial statement presentation.

(10)  In the opinion of management, all adjustments have been made which are
      necessary for a fair presentation of results of operations and financial
      condition for the periods reported herein. All such adjustments are of a
      normal recurring nature.

                                       43

                               PITTSTON BAX GROUP
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                             AND FINANCIAL CONDITION

The financial statements of the Pittston BAX Group (the "BAX Group") include the
balance sheets, results of operations and cash flows of BAX Global Inc. ("BAX
Global") operations of The Pittston Company (the "Company") and a portion of the
Company's corporate assets and liabilities and related transactions which are
not separately identified with operations of a specific segment. The BAX Group's
financial statements are prepared using the amounts included in the Company's
consolidated financial statements. Corporate amounts reflected in these
financial statements are determined based upon methods which management believes
to be a reasonable and an equitable estimate of the cost attributable to the BAX
Group.

Effective May 4, 1998, the designation of Pittston Burlington Group Common Stock
and the name of the Pittston Burlington Group were changed to Pittston BAX Group
Common Stock and Pittston BAX Group, respectively. All rights and privileges of
the holders of such Stock are otherwise unaffected by such changes. The stock
continues to trade on the New York Stock Exchange under the symbol "PZX".

The Company provides holders of Pittston BAX Group Common Stock ("BAX Stock")
separate financial statements, financial reviews, descriptions of business and
other relevant information for the BAX Group in addition to consolidated
financial information of the Company. Holders of BAX Stock are shareholders of
the Company, which continues to be responsible for all liabilities. Therefore,
financial developments affecting the BAX Group, the Pittston Brink's Group (the
"Brink's Group") or the Pittston Minerals Group (the "Minerals Group") that
affect the Company's financial condition could affect the results of operations
and financial condition of each of the Groups. Accordingly, the Company's
consolidated financial statements must be read in connection with the BAX
Group's financial statements.

The following discussion is a summary of the key factors management considers
necessary in reviewing the BAX Group's results of operations, liquidity and
capital resources. This discussion must be read in conjunction with the
financial statements and related notes of the BAX Group and the Company.

BAX Global's freight business has tended to be seasonal, with a significantly
higher volume of shipments generally experienced during March, June and the
period August through November than during the other periods of the year. The
lowest volume of shipments has generally occurred in January and February.

                              RESULTS OF OPERATIONS

                                                        Quarter Ended March 31
(In thousands)                                          1998              1997
================================================================================
                                                                 
Operating revenues:
BAX Global                                        $  402,433           371,409
================================================================================

Operating profit (loss):
BAX Global                                        $      430            10,756
General corporate expense                             (4,083)           (1,780)
- --------------------------------------------------------------------------------
Operating (loss) profit                           $   (3,653)            8,976
================================================================================

In the first quarter of 1998, the BAX Group reported a net loss of $3.0 million
($0.15 per share) as compared to net income of $5.1 million ($0.26 per share) in
the first quarter of 1997. Revenues increased $31.0 million or 8% compared with
the 1997 first quarter. Operating expenses and selling, general and
administrative expenses for the 1998 first period increased $42.9 million (12%)
compared with the same quarter last year. Operating losses in the first quarter
1998 totaled $3.7 million compared to operating profit of $9.0 million in the
prior year quarter. Included in the current quarter was a pre-tax charge of $2.0
million ($0.06 per share) for the BAX Group's share of expenses related to a
retirement agreement between the Company and its former Chairman and CEO. The
first quarter also includes a net pre-tax charge of approximately $3.5 million

                                       44

($1.9 million international and $1.6 million intra-U.S.) related to incremental
information technology expenditures including Year 2000 expenses, partially
offset by several non-recurring items.

BAX GLOBAL
The following is a table of selected financial data for BAX Global on a
comparative basis:

(In thousands - except per                                   Quarter Ended March 31
pound/shipment amounts)                                      1998              1997
===================================================================================
                                                                      
Operating revenues:
   Intra-U.S.:
   Expedited freight services                         $   147,398           136,672
   Other (a)                                                  945             1,721
- ------------------------------------------------------------------------------------
Total Intra-U.S.                                          148,343           138,393
   International:
   Expedited freight services (a)                         206,452           198,129
   Other (a)                                               47,638            34,887
- ------------------------------------------------------------------------------------
Total International                                       254,090           233,016
- ------------------------------------------------------------------------------------
Total operating revenues                                  402,433           371,409

Operating expenses                                        362,339           330,911
Selling, general and administrative expenses               39,531            30,391
- ------------------------------------------------------------------------------------
Total costs and expenses                                  401,870           361,302
Other operating (expense) income, net                        (133)              649
- ------------------------------------------------------------------------------------
Operating profit (loss):
   Intra-U.S.                                              (4,977)            4,117
   International                                            5,407             6,639
- ------------------------------------------------------------------------------------
Total operating profit                                $       430            10,756
===================================================================================

Depreciation and amortization                         $     7,609             6,908
- ------------------------------------------------------------------------------------
Cash capital expenditures                             $    24,275             6,175
- ------------------------------------------------------------------------------------

Expedited freight services
   shipment growth rate (b)                                  1.2%             (1.8%)

Expedited freight services
 weight growth rate (b):
   Intra-U.S.                                                8.9%              0.8%
   International                                             8.8%              2.5%
   Worldwide                                                 8.8%              1.7%
===================================================================================

Expedited freight services
   weight (millions of pounds)                              381.5             350.5

Expedited freight services
   shipments (thousands)                                    1,290             1,275
===================================================================================

Worldwide expedited freight services:
   Yield (revenue per pound) (a)                      $      .928              .955
   Revenue per shipment (a)                           $       274               263
   Weight per shipment (pounds)                               296               275
===================================================================================

(a) Prior period's international expedited freight revenues have been
reclassified to conform to the current period classification.

(b) Compared to the same period in the prior year.

                                       45

BAX Global's first quarter 1998 operating profit amounted to $0.4 million, a
decrease of $10.4 million from the $10.8 million reported in the first quarter
of 1997. The first quarter included a net pre-tax charge of approximately $3.5
million ($1.9 million international and $1.6 million intra-U.S.) related to
incremental information technology expenditures including Year 2000 expenses,
partially offset by several non-recurring items. Worldwide revenues increased 8%
to $402.4 million from $371.4 million in the 1997 quarter. The $31.0 million
growth in revenues principally reflects a 9% increase in worldwide expedited
freight services pounds shipped, which reached 381.5 million pounds in the first
quarter of 1998, offset by a 3% decrease in average yield on this volume. In
addition, non-expedited freight services revenues, increased $12.0 million (33%)
during the first quarter of 1998 as compared to the same quarter in 1997
reflecting increases in ocean freight services and logistics revenues. Worldwide
expenses amounted to $401.9 million, $40.6 million (11%) higher than in the
first quarter of 1997.

In the first quarter of 1998, BAX Global's intra-U.S. revenues increased from
$138.4 million to $148.3 million. This $9.9 million (7%) increase was primarily
due to an increase of $10.7 million in intra-U.S. expedited freight services
revenues. The higher level of intra-U.S. expedited freight services revenues in
1998 was due to a 9% increase in weight shipped. Intra-U.S. operating results
during the first quarter of 1998, excluding the previously mentioned net charge
of $1.6 million, decreased $7.5 million from the $4.1 million of operating
profit earned in the first quarter of 1997. The decrease was primarily due to
the lower than expected volume combined with higher transportation costs.
Intra-U.S. transportation costs in the quarter were higher than 1997 first
quarter levels, due in part, to efforts to enhance service levels.
Transportation costs were also unfavorably impacted by service disruptions
caused mainly by equipment problems which were resolved during the quarter.

International revenues in the first quarter of 1998 increased $21.1 million (9%)
to $254.1 million from the $233.0 million recorded in the first quarter of 1997.
International expedited freight services revenue increased $8.3 million (4%) due
to a 9% increase in weight shipped offset by a 4% decrease in average yield. The
decrease in yield reflects a change in mix with less higher yielding export
traffic to Asian markets combined with the absence of third party carrier
surcharges which existed in the first quarter of 1997. In addition,
international non-expedited freight services revenue increased $12.8 million
(37%) in the first quarter of 1998 as compared to the same period in 1997 due to
growth in both the logistics and ocean freight businesses. International
operating profit in the first quarter of 1998, excluding the previously
mentioned net charge of $1.9 million, increased $0.7 million (11%) from the $6.6
million recorded in the first quarter of 1997. Operating profit during the first
quarter of 1998 benefited from improved U.S. export margins.

On April 30, 1998, BAX Global acquired the privately held Air Transport
International LLC ("ATI") for a purchase price of approximately $29 million. The
acquisition will be accounted for as a purchase. ATI is a U.S.-based freight and
passenger airline which operates a certificated fleet of aircraft providing
services to BAX Global and other customers. The ATI acquisition is part of BAX
Global's strategy to improve the quality of its service offerings for its
customers by increasing its control over flight operations. As a result of this
acquisition, BAX Global suspended its efforts to start up its own certificated
airline carrier operations.

During 1997, BAX Global began a BAX Process Innovation ("BPI") Program which was
comprised of an extensive review of all aspects of the company's operations.
Senior management from around the world, working with a major consulting firm,
reviewed all areas of the business including sales, operations, finance,
logistics and information technology.

In 1998, as a result of integrating BPI into BAX Global's continuous improvement
program, the overall cost for information technology systems, business
improvements and employee training was reduced from previous estimates of up to
$200 million over the next two to three years. BAX Global's information
technology expenditures, which will include substantial improvements to
information systems, annual recurring capital costs, process improvement
initiatives and spending for Year 2000 compliance initiatives, are now
currently estimated at approximately $60 million per year for 1998 and 1999,
approximately two-thirds of which may be capitalized. Additional details of
the information technology and Year 2000 compliance initiatives are being
further developed which may have an impact on future reported results.

                                       46

FOREIGN OPERATIONS
A portion of the BAX Group's financial results is derived from activities in
foreign countries, each with a local currency other than the U.S. dollar.
Because the financial results of the BAX Group are reported in U.S. dollars,
they are affected by the changes in the value of the various foreign currencies
in relation to the U.S. dollar. The BAX Group's international activity is not
concentrated in any single currency, which limits the risks of foreign currency
rate fluctuations. In addition, these rate fluctuations may adversely affect
transactions which are denominated in currencies other than the functional
currency. The BAX Group routinely enters into such transactions in the normal
course of its business. Although the diversity of its foreign operations limits
the risks associated with such transactions, the Company, on behalf of the BAX
Group, uses foreign currency forward contracts to hedge the risks associated
with such transactions. Realized and unrealized gains and losses on these
contracts are deferred and recognized as part of the specific transaction
hedged. In addition, translation adjustments relating to operations in countries
with highly inflationary economies are included in net income, along with all
transaction gains or losses for the period. A subsidiary in Mexico operates in
such a highly inflationary economy. Prior to January 1, 1998, the economy in
Brazil, in which the BAX Group has a subsidiary, was considered highly
inflationary.

The BAX Group is also subject to other risks customarily associated with doing
business in foreign countries, including labor and economic conditions, controls
on repatriation of earnings and capital, nationalization, political instability,
expropriation and other forms of restrictive action by local governments. The
future effects, if any, of such risks on the BAX Group cannot be predicted.

CORPORATE EXPENSES
A portion of the Company's corporate general and administrative expenses and
other shared services has been allocated to the BAX Group based on utilization
and other methods and criteria which management believes to be an equitable and
a reasonable estimate of the costs attributable to the BAX Group. These
attributions were $4.1 million and $1.8 million for the first quarters of 1998
and 1997, respectively. The increase in the 1998 period is mainly due to a
pre-tax charge of approximately $5.8 million related to a retirement agreement
between the Company and its former Chairman and CEO. Approximately $2.0 million
of these expenses have been attributed to the BAX Group.

OTHER OPERATING INCOME AND EXPENSE, NET
Other operating income and expense, net decreased $0.8 million to an expense of
$0.1 million in the first quarter of 1998, as compared to the same period in
1997. Other operating income and expense, net principally includes foreign
exchange transaction gains and losses, and the changes for the comparable
periods are due to normal fluctuations in such gains and losses.

INTEREST EXPENSE, NET
Net interest expense increased $0.3 million in the three month period ended
March 31, 1998 as compared to the same period in 1997. The increase is due to
higher levels of debt associated with investments in information technology.

INCOME TAXES
In both the 1998 and 1997 periods presented, the provision for income taxes
exceeded the statutory federal income tax rate of 35% primarily due to
provisions for state income taxes and goodwill amortization, partially offset by
lower taxes on foreign income.

FINANCIAL CONDITION

A portion of the Company's corporate assets and liabilities has been attributed
to the BAX Group based upon utilization of the shared services from which assets
and liabilities are generated. Management believes this attribution to be an
equitable and a reasonable estimate of the cost attributable to the BAX Group.

                                       47

CASH FLOW REQUIREMENTS
Cash provided by operating activities during the first three months of 1998
totaled $17.4 million as compared to the $13.8 million generated in the first
three months of 1997. The higher level of cash generated from operating
activities was due to a decrease in the funding requirements for net operating
assets and liabilities partially offset by lower earnings in the 1998 period.
Cash generated from operating activities was not sufficient to fund net
investing and share activities, resulting in an increase in net borrowings
of $21.4 million.

CAPITAL EXPENDITURES
Cash capital expenditures for the first three months of 1998 and 1997 totaled
$24.4 million and $6.2 million, respectively reflecting higher levels of
investment in information technology systems. For the remainder of 1998, cash
capital expenditures are expected to range between $45.0 million and $50.0
million, excluding any expenditures relating to the BPI program and other
information technology systems. These expenditures will primarily relate to
planned expansion for new facilities.

FINANCING
The BAX Group intends to fund its cash capital expenditure requirements through
anticipated cash flows from operating activities or through operating leases if
the latter are financially attractive. Shortfalls, if any, will be financed
through the Company's revolving credit agreements, other borrowing arrangements
or repayments from the Minerals Group.

Total outstanding debt was $99.0 million at March 31, 1998, an increase of $27.7
million from the $71.3 million reported at December 31, 1997. The net increase
in debt primarily reflects borrowings to fund incremental information technology
expenditures, including those relating to Year 2000 compliance.

The Company has a $350.0 million credit agreement with a syndicate of banks (the
"Facility"). The Facility includes a $100.0 million term loan and also permits
additional borrowings, repayments and reborrowings of up to an aggregate of
$250.0 million. As of March 31, 1998 and 1997, borrowings of $100.0 million were
outstanding under the term loan portion of the Facility and $80.8 million and
$25.9 million, respectively, of additional borrowings were outstanding under the
remainder of the Facility. Of the total outstanding amount under the Facility at
March 31, 1998 and December 31, 1997, $28.4 million and $10.9 million,
respectively, was attributed to the BAX Group.

RELATED PARTY TRANSACTIONS
At March 31, 1998 and December 31, 1997, the Minerals Group had no borrowings
from the BAX Group.

At March 31, 1998, the BAX Group owed the Minerals Group $19.6 million versus
$18.2 million at December 31, 1997 for tax payments representing Minerals
Group's tax benefits utilized by the BAX Group in accordance with the Company's
tax sharing policy. Of the total tax benefits owed to the Minerals Group at
March 31, 1998, $5.0 million is expected to be paid within one year.

OFF-BALANCE SHEET INSTRUMENTS
In the first quarter of 1998, the Company, on behalf of the BAX Group, entered
into additional commodity option transactions that are intended to protect
against significant increases in jet fuel prices. These transactions aggregated
47.6 million gallons and mature periodically throughout 1998. The fair value of
these fuel hedge transactions may fluctuate over the course of the contract
period due to changes in the supply and demand for oil and refined products.
Thus, the economic gain or loss, if any, upon settlement of the contracts may
differ from the fair value of the contracts at an interim date. At March 31,
1998, the fair value of all outstanding contracts to hedge jet fuel requirements
was ($1.4) million.

READINESS FOR YEAR 2000
The BAX Group has taken actions to understand the nature and extent of the work
required to make its systems, services and infrastructure Year 2000 compliant.
The BAX Group is currently preparing its financial, information and other
computer-based systems for the Year 2000, including replacing and/or updating
existing systems. The BAX Group continues to evaluate the additional estimated
costs associated with these efforts, which it currently estimates to be between
$30-$35 million over the next two years. Based on actual experience and
available information, the BAX Group believes that it will be able to manage its
Year 2000

                                       48

transition without any material adverse effect on its business operations,
services or financial condition. However, if the applicable modifications and
conversions are not made, or are not completed on a timely basis, the Year 2000
issue could have a material adverse impact on the operations of the BAX Group.
Further, management is currently evaluating the extent to which the BAX Group's
interface systems are vulnerable to its suppliers' and customers' failure to
remediate their own Year 2000 issues as there is no guarantee that the systems
of other companies on which the BAX Group's systems rely will be timely and
adequately converted.

CAPITALIZATION
The Company has three classes of common stock: BAX Stock, Pittston Brink's Group
Common Stock ("Brink's Stock"), and Pittston Minerals Group Common Stock
("Minerals Stock") which were designed to provide shareholders with separate
securities reflecting the performance of the BAX Group, Brink's Group and
Minerals Group, respectively, without diminishing the benefits of remaining a
single corporation or precluding future transactions affecting any of the
Groups. The BAX Group consists of the BAX Global operations of the Company. The
Brink's Group consists of the Brink's, Incorporated ("Brink's") and Brink's Home
Security, Inc. ("BHS") operations of the Company. The Minerals Group consists of
the Pittston Coal Company ("Coal Operations") and Pittston Mineral Ventures
("Mineral Ventures") operations of the Company. The Company prepares separate
financial statements for the BAX, Brink's and Minerals Groups in addition to
consolidated financial information of the Company.

As previously mentioned, effective May 4, 1998, the designation of Pittston
Burlington Group Common Stock and the name of the Pittston Burlington Group were
changed to Pittston BAX Group Common Stock and Pittston BAX Group, respectively.
All rights and privileges of the holders of such Stock are otherwise unaffected
by such changes. The stock continues to trade on the New York Stock Exchange
under the symbol "PZX".

Under the share repurchase programs authorized by the Board of Directors (the
"Board"), the Company purchased shares in the periods presented as follows:

                                                         Quarter Ended March 31
(Dollars in millions)                                     1998             1997
- --------------------------------------------------------------------------------
                                                                  
BAX Stock:
  Shares                                               177,532          132,100
  Cost                                               $     3.5              2.6

Convertible Preferred Stock:
  Shares                                                   355               --
  Cost                                               $     0.1               --
  Excess carrying amount (a)                         $    0.02               --
================================================================================

(a) The excess of the carrying amount of the Series C Cumulative Convertible
Preferred Stock (the "Convertible Preferred Stock") over the cash paid to
holders for repurchases made during the periods. This amount is deducted from
preferred dividends in the Company's Statement of Operations.

The Company's remaining repurchase authority with respect to the Convertible
Preferred Stock as of March 31, 1998 was $24.2 million. As of March 31, 1998,
the Company had remaining authority to purchase over time 0.9 million shares of
BAX Stock. The aggregate purchase price limitation for all common stock was
$21.4 million as of March 31, 1998.

DIVIDENDS
The Board intends to declare and pay dividends, if any, on BAX Stock based on
earnings, financial condition, cash flow and business requirements of the BAX
Group. Since the Company remains subject to Virginia law limitations on
dividends, losses by the Minerals Group and/or the Brink's Group could affect
the Company's ability to pay dividends in respect to stock relating to the BAX
Group.

                                       49

During the first quarter of 1998 and 1997, the Board declared and the Company
paid cash dividends of 6 cents per share of BAX Stock. Dividends paid on the
Convertible Preferred Stock in each of the first quarters of 1998 and 1997 were
$0.9 million.

ACCOUNTING CHANGES
The BAX Group adopted Statement of Financial Accounting Standards ("SFAS") No.
130, "Reporting Comprehensive Income", in the first quarter of 1998. SFAS No.
130 establishes standards for the reporting and display of comprehensive income
and its components in financial statements. Comprehensive income generally
represents all changes in shareholders' equity except those resulting from
investments by or distributions to shareholders. Total comprehensive (loss)
income which is composed of net (loss) income and foreign currency translation
adjustments, for the quarters ended March 31, 1998 and 1997 was ($2.6) million
and $3.7 million, respectively.

Effective January 1, 1998, the BAX Group implemented a new AICPA Statement of
Position ("SOP") No. 98-1 "Accounting for the Costs of Computer Software
Developed for Internal Use". SOP No. 98-1 requires that certain costs related to
the development or purchase of internal-use software be capitalized and
amortized over the estimated useful life of the software. As a result of the
implementation of SOP No. 98-1, net loss for the quarter ended March 31, 1998,
included a benefit of approximately $0.8 million or $.04 per share for costs
capitalized during the quarter which would have been expensed prior to the
implementation of SOP No. 98-1.

PENDING ACCOUNTING CHANGES
The Company will implement SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information", in the financial statements for the year
ended December 31, 1998. SFAS No. 131 requires publicly-held companies to report
financial and descriptive information about operating segments in financial
statements issued to shareholders for interim and annual periods. The SFAS also
requires additional disclosures with respect to products and services,
geographic areas of operation, and major customers. The adoption of this SFAS is
not expected to have a material impact on the financial statements of the
Company.

FORWARD LOOKING INFORMATION
Certain of the matters discussed herein, including statements regarding BPI and
information technology and related outlay projections, the expected benefits
from the ATI acquisition and from BAX Global's continuous improvement program on
financial results and the readiness for Year 2000, involve forward looking
information which is subject to known and unknown risks, uncertainties and
contingencies, which could cause actual results, performance or achievements to
differ materially from those which are anticipated. Such risks, uncertainties
and contingencies, many of which are beyond the control of the BAX Group and the
Company, include, but are not limited to, overall economic and business
conditions, the demand for BAX Global's services, pricing and other competitive
factors in the industry, new government regulations and/or legislative
initiatives, variations in costs or expenses, the successful integration of the
ATI acquisition, changes in the scope of improvements to information systems and
Year 2000 initiatives, delays or problems in the implementation of Year 2000
initiatives by the BAX Group and/or its suppliers and customers, and delays or
problems in the design and implementation of improvements to information
systems.

                                       50

                             PITTSTON MINERALS GROUP
                                 BALANCE SHEETS
                                 (IN THOUSANDS)

                                                                  March 31    December 31
                                                                      1998           1997
==========================================================================================
                                                               (Unaudited)

ASSETS
Current assets:
Cash and cash equivalents                                      $     2,183          3,394
Accounts receivable (net of estimated amount uncollectible:
   1998 - $2,228; 1997 - $2,215)                                    80,103         63,599
Inventories, at lower of cost or market:
   Coal inventory                                                   25,872         31,644
   Other inventory                                                   3,726          3,702
- ------------------------------------------------------------------------------------------
                                                                    29,598         35,346

Receivable - Pittston Brink's Group/BAX Group, net                   8,233             --
Prepaid expenses                                                    10,053          5,045
Deferred income taxes                                               25,060         25,136
- ------------------------------------------------------------------------------------------
Total current assets                                               155,230        132,520

Property, plant and equipment, at cost (net of accumulated
   depreciation, depletion and amortization:
   1998 - $169,215; 1997 - $164,386)                               171,158        172,338
Deferred pension assets                                             84,631         83,825
Deferred income taxes                                               53,258         54,778
Coal supply contracts, net of amortization                          36,590         41,703
Intangibles, net of amortization                                   107,342        108,094
Receivable - Pittston Brink's Group/BAX Group, net                  17,471         13,630
Other assets                                                        47,790         47,294
- ------------------------------------------------------------------------------------------
Total assets                                                   $   673,470        654,182
==========================================================================================

LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Current maturities of long-term debt                                   465            547
Accounts payable                                                    45,886         50,585
Payable - Pittston Brink's Group/BAX Group, net                         --          3,038
Accrued liabilities                                                104,488        107,094
- ------------------------------------------------------------------------------------------
Total current liabilities                                          150,839        161,264

Long-term debt, less current maturities                            153,435        116,114
Postretirement benefits other than pensions                        225,601        223,836
Workers' compensation and other claims                              87,784         92,857
Mine closing and reclamation                                        46,253         47,546
Other liabilities                                                   30,436         31,137
Shareholder's equity                                               (20,878)       (18,572)
- ------------------------------------------------------------------------------------------
Total liabilities and shareholder's equity                     $   673,470        654,182
==========================================================================================

See accompanying notes to financial statements.

                                       51

                             PITTSTON MINERALS GROUP
                            STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)

                                                         Quarter Ended March 31
                                                         1998              1997
================================================================================
                                                                  
Net sales                                          $  149,898           158,883

Cost and expenses:
Cost of sales                                         144,164           153,412
Selling, general and administrative expenses            9,087             7,409
- --------------------------------------------------------------------------------
Total costs and expenses                              153,251           160,821
Other operating income, net                             2,174             3,548
- --------------------------------------------------------------------------------
Operating (loss) profit                                (1,179)            1,610
Interest income                                           301               282
Interest expense                                       (2,594)           (2,625)
Other expense, net                                         --              (450)
- --------------------------------------------------------------------------------
Loss before income taxes                               (3,472)           (1,183)
Credit for income taxes                                (2,229)           (2,130)
- --------------------------------------------------------------------------------
Net (loss) income                                      (1,243)              947
Preferred stock dividends, net                           (864)             (901)
- --------------------------------------------------------------------------------
Net (loss) income attributed to common
  shares                                           $   (2,107)               46
================================================================================

Net (loss) income per common share:
  Basic                                            $     (.26)              .01
  Diluted                                                (.26)              .01
================================================================================

Cash dividends per common share                    $    .1625             .1625
================================================================================

Weighted average common shares outstanding:
  Basic                                                 8,225             8,002
  Diluted                                               8,225             8,059
================================================================================

See accompanying notes to financial statements.

                                       52

                             PITTSTON MINERALS GROUP
                            STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (Unaudited)

                                                                             Quarter Ended March 31
                                                                             1998              1997
====================================================================================================
                                                                                          
Cash flows from operating activities:
Net (loss) income                                                     $    (1,243)              947
Adjustments to reconcile net (loss) income to net cash
   used by operating activities:
   Depreciation, depletion and amortization                                 8,933             8,920
   Provision for deferred income taxes                                      1,612             2,001
   Credit for pensions, noncurrent                                           (802)             (847)
   Other operating, net                                                       788              (185)
   Change in operating assets and liabilities, net of
   effects of acquisitions
      and dispositions:
      Increase in accounts receivable                                     (16,492)             (414)
      Decrease (increase) in inventories                                    5,764            (7,931)
      Increase in prepaid expenses                                         (2,452)           (3,425)
      Decrease in accounts payable and accrued liabilities                (10,937)           (8,127)
      (Increase) decrease in other assets                                    (222)              223
      Decrease in other liabilities                                        (1,215)           (1,614)
      Decrease in workers' compensation and
         other claims, noncurrent                                          (2,394)           (2,257)
      Other, net                                                               44              (106)
- ----------------------------------------------------------------------------------------------------
Net cash used by operating activities                                     (18,616)          (12,815)
- ----------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Additions to property, plant and equipment                                 (4,460)           (7,458)
Proceeds from disposal of property, plant and equipment                       229             1,534
Acquisitions, net of cash acquired, and related contingency payments           --              (791)
Other, net                                                                 (1,939)            1,237
- ----------------------------------------------------------------------------------------------------
Net cash used by investing activities                                      (6,170)           (5,478)
- ----------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Additions to debt                                                          40,344            36,483
Reductions of debt                                                         (3,162)             (126)
Payments to Brink's Group                                                 (11,238)          (11,685)
Payments to BAX Group                                                          --            (6,002)
Repurchase of stock                                                          (269)               --
Proceeds from exercise of stock options                                        --                 4
Dividends paid                                                             (2,100)           (2,089)
- ----------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                  23,575            16,585
- ----------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents                                  (1,211)           (1,708)
Cash and cash equivalents at beginning of period                            3,394             3,387
- ----------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                            $     2,183             1,679
====================================================================================================

See accompanying notes to financial statements.

                                       53

                             PITTSTON MINERALS GROUP
                          NOTES TO FINANCIAL STATEMENTS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (Unaudited)

(1)   The financial statements of the Pittston Minerals Group (the "Minerals
      Group") include the balance sheets, results of operations and cash flows
      of the Pittston Coal Company ("Coal Operations") and Pittston Mineral
      Ventures ("Mineral Ventures") operations of The Pittston Company (the
      "Company"), and a portion of the Company's corporate assets and
      liabilities and related transactions which are not separately identified
      with operations of a specific segment. The Minerals Group's financial
      statements are prepared using the amounts included in the Company's
      consolidated financial statements. Corporate amounts reflected in these
      financial statements are determined based upon methods which management
      believes to be a reasonable and an equitable estimate of the cost
      attributable to the Minerals Group.

      The Company provides holders of Pittston Minerals Group Common Stock
      ("Minerals Stock") separate financial statements, financial reviews,
      descriptions of business and other relevant information for the Minerals
      Group, in addition to consolidated financial information of the Company.
      Holders of Minerals Stock are shareholders of the Company, which is
      responsible for all liabilities. Therefore, financial developments
      affecting the Minerals Group, the Pittston Brink's Group (the "Brink's
      Group") or the Pittston BAX Group (the "BAX Group" formerly the Pittston
      Burlington Group) that affect the Company's financial condition could
      affect the results of operations and financial condition of each of the
      Groups. Accordingly, the Company's consolidated financial statements must
      be read in connection with the Minerals Group's financial statements.

(2)   The following is a reconciliation between the calculation of basic and
      diluted net income per share:

                                                     Quarter Ended March 31
     Minerals Group                                      1998          1997
     ------------------------------------------------------------------------
                                                                
     Numerator:
     Net (loss) income                             $   (1,243)          947
     Convertible Preferred Stock dividends               (864)         (901)
     ------------------------------------------------------------------------
     Net (loss) income - Basic and diluted net
        income per share numerator                     (2,107)           46

     Denominator:
     Basic weighted average common
        shares outstanding                              8,225         8,002
     Effect of dilutive securities:
        Employee stock options                              --           57
     ------------------------------------------------------------------------
     Diluted weighted average common
        shares outstanding                              8,225         8,059
     ========================================================================

      Options to purchase 677 shares of common stock, at prices between $9.50
      and $25.74 per share, were outstanding as of March 31, 1998 but were not
      included in the computation of diluted net loss per share because the
      effect of all options would be antidilutive. Options to purchase 230
      shares of common stock, at prices between $14.86 and $25.74 per share were
      outstanding as of March 31, 1997 but were not included in the computation
      of diluted net income per share because the options' exercise price was
      greater than the average market price of the common shares and, therefore,
      the effect would be antidilutive.

      The conversion of preferred stock to 1,765 and 1,793 shares of common
      stock has been excluded in the computation of diluted net (loss) income
      per share in 1998 and 1997, respectively, because the effect of the
      assumed conversion would be antidilutive.

                                       54

(3)   Depreciation, depletion and amortization of property, plant and equipment
      in the first quarter of 1998 and 1997 totaled $5,739 and $5,449,
      respectively.

(4)   Cash payments made for interest and income taxes, net of refunds received,
      were as follows:

                                                     Quarter Ended March 31
                                                      1998             1997
- ----------------------------------------------------------------------------
                                                                
Interest                                           $ 3,466            2,641
============================================================================
Income taxes                                       $   (22)              13
============================================================================

(5)   In two independent transactions in April and May, 1998, Coal Operations
      sold one of its surface mines representing 1.6 million tons of the
      anticipated 1998 production, along with the coal supply agreements
      associated with this mine, and other limited reserves to major US coal
      companies. Cash proceeds from these sales approximate $18.7 million.

(6)   Under the share repurchase programs authorized by the Board of Directors,
      the Company purchased shares in the periods presented as follows:

                                                          Quarter Ended March 31
      (Dollars in millions)                               1998              1997
      --------------------------------------------------------------------------
                                                                       
      Convertible Preferred Stock:
        Shares                                             355               --
        Cost                                           $   0.1               --
        Excess carrying amount (a)                     $  0.02               --
      --------------------------------------------------------------------------

      (a) The excess of the carrying amount of the Series C Cumulative
      Convertible Preferred Stock (the "Convertible Preferred Stock") over the
      cash paid to holders for repurchases made during the periods. This amount
      is deducted from preferred dividends in the Minerals Group and the
      Company's Statement of Operations.

      At March 31, 1998, the Company had the remaining authority to purchase
      over time 1,000 shares of Minerals Stock and an additional $24,236 of its
      Convertible Preferred Stock. The aggregate purchase price limitation for
      all common stock was $21,398 at March 31, 1998.

(7)   The Minerals Group adopted Statement of Financial Accounting Standards
      ("SFAS") No. 130, "Reporting Comprehensive Income", in the first quarter
      of 1998. SFAS No. 130 establishes standards for the reporting and display
      of comprehensive income and its components in financial statements.
      Comprehensive income generally represents all changes in shareholders'
      equity except those resulting from investments by or distributions to
      shareholders. Total comprehensive loss which is composed of net (loss)
      income attributable to common shares and foreign currency translation
      adjustments, for the quarters ended March 31, 1998 and 1997 was $1,778 and
      $172, respectively.

      Effective January 1, 1998, the Company implemented a new AICPA Statement
      of Position ("SOP") No. 98-1 "Accounting for the Costs of Computer
      Software Developed for Internal Use". SOP No. 98-1 requires that certain
      costs related to the development or purchase of internal-use software be
      capitalized and amortized over the estimated useful life of the software.

(8)   The Minerals Group will adopt a new accounting standard, SFAS No. 131,
      "Disclosures about Segments of an Enterprise and Related Information", in
      the financial statements for the year ended December 31, 1998. SFAS No.
      131 requires publicly-held companies to report financial and descriptive
      information about operating segments in financial statements issued to
      shareholders for interim and annual periods. SFAS No. 131 also requires
      additional disclosures with respect to products and services, geographic
      areas of operation, and major customers. The adoption of this SFAS is not
      expected to have a material impact on the financial statements of the
      Minerals Group.

                                       55

(9)   Certain prior period amounts have been reclassified to conform to the
      current period's financial statement presentation.

(10)  In the opinion of management, all adjustments have been made which are
      necessary for a fair presentation of results of operations and financial
      condition for the periods reported herein. All such adjustments are of a
      normal recurring nature.

                                       56

                             PITTSTON MINERALS GROUP
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                             AND FINANCIAL CONDITION

The financial statements of the Pittston Minerals Group ("Minerals Group")
include the balance sheets, results of operations and cash flows of the Pittston
Coal Company ("Coal Operations") and Pittston Mineral Ventures ("Mineral
Ventures") operations of The Pittston Company (the "Company"), and a portion of
the Company's corporate assets and liabilities and related transactions which
are not separately identified with operations of a specific segment. The
Minerals Group's financial statements are prepared using the amounts included in
the Company's consolidated financial statements. Corporate amounts reflected in
these financial statements are determined based upon methods which management
believes to be a reasonable and an equitable estimate of the cost attributable
to the Minerals Group.

The Company provides to holders of the Pittston Minerals Group Common Stock
("Minerals Stock") separate financial statements, financial reviews,
descriptions of business and other relevant information for the Minerals Group,
in addition to consolidated financial information of the Company. Holders of
Minerals Stock are shareholders of the Company, which is responsible for all
liabilities. Therefore, financial developments affecting the Minerals Group, the
Pittston Brink's Group (the "Brink's Group") or the Pittston BAX Group (the "BAX
Group" formerly the Pittston Burlington Group) that affect the Company's
financial condition could affect the results of operations and financial
condition of each of the Groups. Accordingly, the Company's consolidated
financial statements must be read in connection with the Minerals Group's
financial statements.

The following discussion is a summary of the key factors management considers
necessary in reviewing the Minerals Group's results of operations, liquidity and
capital resources. This discussion must be read in conjunction with the
financial statements and related notes of the Minerals Group and the Company.

                              RESULTS OF OPERATIONS

                                                        Quarter Ended March 31
(In thousands)                                          1998              1997
================================================================================
                                                                 
Net Sales:
  Coal Operations                                 $  145,920           154,593
  Mineral Ventures                                     3,978             4,290
- -------------------------------------------------------------------------------
Net sales                                         $  149,898           158,883
================================================================================

Operating profit (loss):
  Coal Operations                                 $    2,502             3,623
  Mineral Ventures                                       (47)             (455)
- -------------------------------------------------------------------------------
Segment operating profit                               2,455             3,168
General corporate expense                             (3,634)           (1,558)
- -------------------------------------------------------------------------------
Operating (loss) profit                           $   (1,179)            1,610
================================================================================

In the first quarter of 1998, the Minerals Group reported a net loss of $1.2
million, $0.26 per share, compared to net income of $0.9 million, $0.01 per
share, in the first quarter of 1997. The operating loss in the first quarter of
1998 totaled $1.2 million as compared to an operating profit of $1.6 million in
the 1997 quarter. Included in the 1998 quarter's results was a pre-tax charge of
$1.8 million ($0.14 per share) for the Minerals Group's share of expenses
related to a retirement agreement between the Company and its former Chairman
and CEO. Net sales during the first quarter of 1998 decreased $9.0 million (6%)
compared to the corresponding period in 1997.

                                       57

COAL OPERATIONS
The following are tables of selected financial data for Coal Operations on a
comparative basis:

                                                       Quarter Ended March 31
(In thousands)                                          1998             1997
==============================================================================
                                                                
Net sales                                         $  145,920          154,593

- ------------------------------------------------------------------------------

Cost of sales                                        141,493          149,739
Selling, general and
   administrative expenses                             4,254            4,936
- ------------------------------------------------------------------------------
Total costs and expenses                             145,747          154,675
Other operating income, net                            2,329            3,705
- ------------------------------------------------------------------------------
Operating profit                                  $    2,502            3,623
==============================================================================

Coal sales (tons):
   Metallurgical                                       1,931            1,891
   Utility and industrial                              2,923            3,229
- ------------------------------------------------------------------------------
Total coal sales                                       4,854            5,120
==============================================================================

Production/purchased (tons):
   Deep                                                1,389            1,102
   Surface                                             1,969            2,659
   Contract                                              242              363
- ------------------------------------------------------------------------------
                                                       3,600            4,124
Purchased                                                965            1,340
- ------------------------------------------------------------------------------
Total                                                  4,565            5,464
==============================================================================

(In thousands,                                         Quarter Ended March 31
except per ton amounts)                                 1998             1997
==============================================================================

Net coal sales (a)                                $  143,976          152,698
Current production costs
   of coal sold (a)                                  132,507          141,572
- ------------------------------------------------------------------------------
Coal margin                                           11,469           11,126
Non-coal margin                                          616              717
Other operating income, net                            2,329            3,705
- ------------------------------------------------------------------------------
Margin and other income                               14,414           15,548
- ------------------------------------------------------------------------------
Other costs and expenses:
   Idle equipment and closed mines                       703              307
   Inactive employee cost                              6,955            6,682
   Selling, general and
   administrative expenses                             4,254            4,936
- ------------------------------------------------------------------------------
Total other costs and expenses                        11,912           11,925
- ------------------------------------------------------------------------------
Operating profit                                  $    2,502            3,623
==============================================================================

Coal margin per ton:
   Realization                                    $    29.66            29.82
   Current production costs                            27.29            27.65
- ------------------------------------------------------------------------------
Coal margin                                       $     2.37             2.17
==============================================================================

(a) Excludes non-coal components.

                                       58

Coal Operations generated an operating profit of $2.5 million in the first
quarter of 1998, compared to $3.6 million recorded in the 1997 first quarter.
Sales volume of 4.9 million tons in the first quarter of 1998 was 5% less than
the 5.1 million tons sold in the prior year quarter. Compared to the first
quarter of 1997, steam coal sales in 1998 decreased by 0.3 million tons (9%), to
2.9 million tons, while metallurgical coal sales remained consistent at 1.9
million tons. The steam sales reduction was due to the expiration of a long-term
contract, railroad service disruption and reduced spot sales. Steam coal sales
represented 60% of total volume in 1998 and 63% in 1997.

Total coal margin of $11.5 million for the first quarter of 1998 represented an
increase of $0.3 million from the comparable 1997 period. The increase in total
coal margin reflects a decrease of $9.1 million ($0.36 per ton) in the current
production costs of coal sold offset, in large part, by a decrease of $8.7
million ($0.16 per ton) in coal realization. The decrease in realization was due
mostly to a decrease in realization on metallurgical coal caused by lower price
settlements with metallurgical customers for the contract year which began on
April 1, 1997. Realizations on metallurgical coal sales for the contract year
beginning April 1, 1998 will be slightly lower than those in the contract year
that began April 1, 1997.

The current production cost of coal sold decreased $0.36 per ton to $27.29 in
the first quarter of 1998 from the first quarter of 1997. Production costs in
the 1998 quarter include a $1.3 million ($0.27 per ton) benefit related to a
favorable ruling issued by the U.S. Supreme Court in March 1998 on the
unconstitutionality of the Harbor Maintenance Tax. The $1.3 million credit
represents the effect of past payments and, as a result of the ruling, Coal
Operations anticipates lower export coal costs in the future. In addition, the
first quarter of 1997 included higher production costs at certain deep mines due
to temporary adverse geological conditions. Production in the 1998 first quarter
decreased 0.5 million tons over the 1997 first quarter to 3.6 million tons and
purchased coal decreased 0.4 million tons to 1.0 million tons. Surface
production accounted for 56% and 66% of the total volume in the 1998 and 1997
first quarters, respectively. Productivity of 34.9 tons per man day in the 1998
first quarter decreased from the 36.6 tons per man day in the 1997 first quarter
primarily attributable to an increased percentage of deep mine production.

Non-coal margin, which reflects earnings from the oil, gas and timber
businesses, amounted to $0.6 million in the first quarter of 1998, which was
$0.1 million lower than in the first quarter of 1997, reflecting the impact of
changes in natural gas prices. Other operating income, which primarily includes
gains on sales of property and equipment and third party royalties, amounted to
$2.3 million in the first quarter of 1998 as compared to $3.7 million in the
comparable period of 1997. This decrease of $1.4 million was principally due to
the inclusion in 1997 of a favorable insurance settlement along with higher
gains on asset sales during that period.

Idle equipment and closed mine costs increased $0.4 million to $0.7 million in
the 1998 first quarter due to costs associated with mines which went idle during
the third quarter of 1997. Inactive employee costs, which represent long-term
employee liabilities for pension and retiree medical costs, increased from $6.7
million to $7.0 million for the first quarter of 1998 resulting from the use of
a lower long-term discount rate to calculate the present value of the
obligations. Selling, general and administrative expenses decreased $0.7 million
(14%) in the first quarter of 1998 from 1997 due to reductions in support and
administrative staff and related costs.

In two independent transactions in April and May, 1998, Coal Operations sold one
of its surface mines representing 1.6 million tons of the anticipated 1998
production, along with the coal supply agreements associated with this mine, and
other limited reserves to major US coal companies. Cash proceeds from these
sales approximate $18.7 million. In a related transaction, Coal operations
acquired additional tons of coal reserves that are contiguous to an existing
operation.

                                       59

Coal Operations continues cash funding for charges recorded in prior years for
facility closure costs recorded as restructuring and other charges in the
Statement of Operations. The following table analyzes the changes in liabilities
during the first three months of 1998 for such costs:

                                                              Employee
                                                Mine      Termination,
                                                 and           Medical
                                               Plant               and
                                             Closure         Severance
(In thousands)                                 Costs             Costs     Total
- --------------------------------------------------------------------------------
                                                                 
Balance as of December 31, 1997           $   11,143            19,703    30,846
Payments                                         272               459       731
- --------------------------------------------------------------------------------
Balance as of March 31, 1998              $   10,871            19,244    30,115
================================================================================

MINERAL VENTURES

The following is a table of selected financial data for Mineral Ventures on a
comparative basis:

(Dollars in thousands, except                            Quarter Ended March 31
per ounce data)                                          1998              1997
================================================================================
                                                                   
Stawell Gold Mine:
   Gold sales                                       $   3,956             4,281
   Other revenue                                           22                 9
- --------------------------------------------------------------------------------
Net sales                                               3,978             4,290

Cost of sales (a)                                       2,671             3,631
Selling, general and
   administrative expenses (a)                            291               298
- --------------------------------------------------------------------------------
Total costs and expenses                                2,962             3,929
- --------------------------------------------------------------------------------
Operating profit - Stawell
   Gold Mine                                            1,016               361
Other operating expense, net                           (1,063)             (816)
- --------------------------------------------------------------------------------
Operating loss                                      $     (47)             (455)
================================================================================

Stawell Gold Mine:
   Mineral Ventures' 50% direct share:
     Ounces sold                                       11,146            10,576
     Ounces produced                                   11,156            10,951
   Average per ounce sold (US$):
     Realization                                    $     355               405
     Cash cost                                            206               327
================================================================================

(a) Excludes $908 of non-Stawell related selling, general and administrative
expenses for the quarter ended March 31, 1998. Excludes $42 and $617 of
non-Stawell related cost of sales and selling, general and administrative
expenses, respectively, for the quarter ended March 31, 1997. Such costs are
reclassified to cost of sales and selling, general and administrative expenses
in the Minerals Group Statement of Operations.

Mineral Ventures, which primarily consists of a 50% direct and a 17% indirect
interest in the Stawell gold mine ("Stawell") in western Victoria, Australia,
generated a small operating loss in the first quarter of 1998, an improvement of
$0.4 million as compared to the loss of $0.5 million in the first quarter of
1997. Mineral Ventures' 50% direct interest in Stawell's operations generated
net sales of $4.0 million in the first quarter of 1998 compared to $4.3 million
in the 1997 period due to an increase in ounces of gold sold from 10.6 thousand
ounces to 11.1 thousand ounces, offset by lower gold realizations. The operating
profit at Stawell

                                       60

of $1.0 million increased $0.7 million over the prior year amount, reflecting a
$121 per ounce decrease (37%) in the cash cost of gold sold partially offset by
a $50 per ounce decrease (12%) in average realization. Production costs were
lower in the 1998 quarter due to a weaker Australian dollar as well as more
favorable ground conditions than those experienced in the first quarter of 1997.

As of March 31, 1998, approximately 16% of Mineral Ventures' proven and probable
reserves had been sold forward under forward sales contracts that mature
periodically through mid-1999. Based on contracts in place and current market
conditions, full year 1998 average realizations are expected to be between $325
and $330 per ounce of gold sold. At March 31, 1998, remaining proven and
probable gold reserves at the Stawell mine were estimated at 415.7 thousand
ounces. The joint venture also has exploration rights in the highly prospective
district around the mine.

Other operating expense, net, includes equity earnings from joint ventures,
primarily consisting of Mineral Ventures' 17% indirect interest in Stawell's
operations and gold exploration costs for all operations excluding Stawell.

In addition to its interest in Stawell, Mineral Ventures has a 17% indirect
interest in the Silver Swan base metals property in Western Australia. Operating
results at Silver Swan have been below expectations due to the impact of
depressed nickel prices, though production volumes and costs at the mine are in
line with expectations.

FOREIGN OPERATIONS
A portion of the Minerals Group's financial results is derived from activities
in Australia, which has a local currency other than the U.S. dollar. Because the
financial results of the Minerals Group are reported in U.S. dollars, they are
affected by the changes in the value of the foreign currency in relation to the
U.S. dollar. Rate fluctuations may adversely affect transactions which are
denominated in the Australian dollar. The Minerals Group routinely enters into
such transactions in the normal course of its business. The Company, on behalf
of the Minerals Group, from time to time, uses foreign currency exchange forward
contracts to hedge the risks associated with certain transactions denominated in
the Australian dollar. Realized and unrealized gains and losses on these
contracts are deferred and recognized as part of the specific transaction
hedged.

The Minerals Group is also subject to other risks customarily associated with
doing business in foreign countries, including labor and economic conditions.

CORPORATE EXPENSES
A portion of the Company's corporate general and administrative expenses and
other shared services has been allocated to the Minerals Group based on
utilization and other methods and criteria which management believes to be an
equitable and a reasonable estimate of the cost attributable to the Minerals
Group. These attributions were $3.6 million and $1.6 million for the first
quarters of 1998 and 1997, respectively. The increase in the 1998 period is
mainly due to a pre-tax charge of approximately $5.8 million related to a
retirement agreement between the Company and its former Chairman and CEO.
Approximately $1.8 million of these expenses have been attributed to the
Minerals Group.

OTHER OPERATING INCOME, NET
Other operating income, net for the first quarter of 1998 decreased to $2.2
million from $3.5 million recognized in the 1997 quarter. Other operating
income, net principally includes equity in earnings of unconsolidated
affiliates, royalty income and gains and losses from sales of coal property and
equipment. The decrease in 1998 relates to the inclusion in 1997 of a favorable
insurance settlement along with higher gains on asset sales during that period.

                                       61

INTEREST EXPENSE, NET
Net interest expense in each of first quarters of 1998 and 1997 was $2.3
million.

INCOME TAXES
In both the 1998 and 1997 periods presented, a credit for income taxes was
recorded, due to pre-tax losses as well as tax benefits of percentage depletion
which can be used by the Company.

FINANCIAL CONDITION

A portion of the Company's corporate assets and liabilities has been attributed
to the Minerals Group based upon utilization of the shared services from which
assets and liabilities are generated. Management believes this attribution to be
an equitable and a reasonable estimate of the cost attributable to the Minerals
Group.

CASH FLOW REQUIREMENTS
Operating activities for the first three months of 1998 used cash of $18.6
million, compared to $12.8 million used in 1997. In the 1998 period, cash flow
from operations declined due to lower earnings combined with an increase in the
amount required to fund operating assets and liabilities. Cash used by operating
activities, capital expenditures and other investing activities, repayments to
the Brink's Group and net costs of share activity more than offset additional
net borrowings, resulting in a decrease in cash and cash equivalents of $1.2
million.

CAPITAL EXPENDITURES
Cash capital expenditures for the first three months of 1998 and 1997 totaled
$4.5 million and $7.5 million, respectively. During the 1998 period, Coal
Operations and Mineral Ventures spent $3.7 million and $0.7 million,
respectively. For the remainder of 1998, the Minerals Group's cash capital
expenditures are expected to approximate $20 million.

FINANCING
The Minerals Group intends to fund cash capital expenditures through anticipated
cash flow from operating activities or through operating leases if the latter
are financially attractive. Shortfalls, if any, will be financed through the
Company's revolving credit agreements, other borrowing arrangements or
borrowings from the Brink's and BAX Groups.

Total debt outstanding at March 31, 1998 was $153.9 million, an increase of
$37.2 million from the $116.7 million outstanding at December 31, 1997. These
increased borrowings, which funded cash flow requirements including repayment of
amounts owed to the Brink's Group, were made primarily under the credit
agreement discussed below.

The Company has a $350.0 million credit agreement with a syndicate of banks (the
"Facility"). The Facility includes a $100.0 million term loan and also permits
additional borrowings, repayments and reborrowings of up to an aggregate of
$250.0 million. As of March 31, 1998 and December 31, 1997, borrowings of $100.0
million were outstanding under the term loan portion of the Facility and $80.8
million and $25.9 million, respectively, of additional borrowings were
outstanding under the remainder of the Facility. Of the outstanding amounts
under the Facility at March 31, 1998, and December 31, 1997, $52.4 million and
$15.0 million, respectively, was attributed to the Minerals Group.

                                       62

RELATED PARTY TRANSACTIONS
At March 31, 1998, under interest bearing borrowing arrangements, the Minerals
Group owed the Brink's Group $15.8 million, a decrease of $11.2 million from the
$27.0 million owed at December 31, 1997. The Minerals Group did not owe any
amounts to the BAX Group at March 31, 1998 or December 31, 1997.

At March 31, 1998, the Brink's Group owed the Minerals Group $21.9 million
versus $19.4 million at December 31, 1997 for tax benefits. Approximately $19.0
million is expected to be paid within one year. Also at March 31, 1998, the BAX
Group owed the Minerals Group $19.6 million versus $18.2 million at December 31,
1997 for tax benefits, of which $5.0 million is expected to be paid within one
year.

READINESS FOR YEAR 2000
The Minerals Group has taken actions to understand the nature and extent of the
work required to make its systems, products and infrastructures Year 2000
compliant. As these efforts progress, the Minerals Group continues to evaluate
the estimated costs associated with these efforts. Based upon its most recent
estimates and its anticipated capital spending, the Minerals Group does not
anticipate that it will incur any material costs in preparing for the Year 2000.
The Minerals Group believes, based on available information, that it will be
able to manage its total Year 2000 transition without any material adverse
effect on its business operations, products or financial condition. However, if
the applicable modifications and conversions are not made, or are not completed
on a timely basis, the Year 2000 issue could have a material adverse impact on
the operations of the Minerals Group. Further, management is currently
evaluating the extent to which the Minerals Group's interface systems are
vulnerable to its suppliers' and customers' failure to remediate their own Year
2000 issues as there is no guarantee that the systems of other companies on
which the Minerals Group's systems rely will be timely and adequately converted.

CAPITALIZATION
The Company has three classes of common stock: Minerals Stock; Pittston Brink's
Group Common Stock ("Brink's Stock") and Pittston BAX Group Common Stock ("BAX
Stock") which were designed to provide shareholders with separate securities
reflecting the performance of the Minerals Group, Brink's Group and BAX Group,
respectively, without diminishing the benefits of remaining a single corporation
or precluding future transactions affecting any of the Groups. The Minerals
Group consists of the Coal Operations and Mineral Ventures operations of the
Company. The Brink's Group consists of the Brink's, Incorporated ("Brink's") and
the Brink's Home Security, Inc. ("BHS") operations of the Company. The BAX Group
consists of the BAX Global Inc. ("BAX Global") operations of the Company. The
Company prepares separate financial statements for the Minerals, Brink's and BAX
Groups in addition to consolidated financial information of the Company.

As previously mentioned, effective May 4, 1998, the designation of Pittston
Burlington Group Common Stock and the name of the Pittston Burlington Group were
changed to Pittston BAX Group Common Stock and Pittston BAX Group, respectively.
All rights and privileges of the holders of such Stock are otherwise unaffected
by such changes. The stock continues to trade on the New York Stock Exchange
under the symbol "PZX".

Under the share repurchase programs authorized by the Board of Directors (the
"Board"), the Company purchased shares in the periods presented as follows:

                                                         Quarter Ended March 31
(Dollars in millions)                                     1998             1997
- --------------------------------------------------------------------------------
                                                                       
Convertible Preferred Stock:
  Shares                                                   355               --
  Cost                                                 $   0.1               --
  Excess carrying amount (a)                           $  0.02               --
================================================================================

(a) The excess of the carrying amount of the Series C Cumulative Convertible
Preferred Stock (the "Convertible Preferred Stock") over the cash paid to
holders for repurchases made during the periods. This amount is deducted from
preferred dividends in the Minerals Group and the Company's Statement of
Operations.

                                       63

The Company's remaining repurchase authority with respect to the Convertible
Preferred Stock as of March 31, 1998 was $24.2 million. As of March 31, 1998,
the Company had remaining authority to purchase over time 1.0 million shares of
Minerals Stock. The aggregate purchase price limitation for all common stock was
$21.4 million as of March 31, 1998.

DIVIDENDS
The Board intends to declare and pay dividends, if any, on Minerals Stock based
on the earnings, financial condition, cash flow and business requirements of the
Minerals Group. Since the Company remains subject to Virginia law limitations on
dividends, losses by the Brink's or the BAX Group could affect the Company's
ability to pay dividends in respect of stock relating to the Minerals Group.
Dividends on Minerals Stock are also limited by the Available Minerals Dividend
Amount as defined in the Company's Articles of Incorporation. The Available
Minerals Dividend Amount may be reduced by activity that reduces shareholder's
equity or the fair value of net assets of the Minerals Group. Such activity
includes net losses by the Minerals Group, dividends paid on the Minerals Stock
and the Convertible Preferred Stock, repurchases of Minerals Stock and the
Convertible Preferred Stock, and foreign currency translation losses. At March
31, 1998, the Available Minerals Dividend Amount was at least $12.9 million.

During the first three months of 1998 and 1997, the Board declared and the
Company paid cash dividends of 16.25 cents per share of Minerals Stock.
Dividends paid on the Convertible Preferred Stock in each of the 1998 and 1997
first quarters totaled $0.9 million.

In May 1998, the Company reduced the annual dividend rate on Minerals Stock to
$0.10 per share for shareholders as of the May 15, 1998 record date. Cash made
available from this lower dividend rate will be used to either reinvest, as
suitable opportunities arise, in the Minerals Group companies or to pay down
debt, with a view towards maximizing long-term shareholder value.

ACCOUNTING CHANGES
The Minerals Group adopted Statement of Financial Accounting Standards ("SFAS")
No. 130, "Reporting Comprehensive Income", in the first quarter of 1998. SFAS
No. 130 establishes standards for the reporting and display of comprehensive
income and its components in financial statements. Comprehensive income
generally represents all changes in shareholders' equity except those resulting
from investments by or distributions to shareholders. Total comprehensive loss,
which is composed of net (loss) income attributable to common shares and foreign
currency translation adjustments, for the quarters ended March 31, 1998 and 1997
was ($1.8) million and ($0.2) million, respectively.

Effective January 1, 1998, the Minerals Group implemented a new AICPA Statement
of Position ("SOP") No. 98-1 "Accounting for the Costs of Computer Software
Developed for Internal Use". SOP No. 98-1 requires that certain costs related to
the development or purchase of internal-use software be capitalized and
amortized over the estimated useful life of the software.

PENDING ACCOUNTING CHANGES
The Minerals Group will adopt a new accounting standard, SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information", in the
financial statements for the year ended December 31, 1998. SFAS No. 131 requires
publicly-held companies to report financial and descriptive information about
operating segments in financial statements issued to shareholders for interim
and annual periods. SFAS No. 131 also requires additional disclosures with
respect to products and services, geographic areas of operation, and major
customers. The adoption of this SFAS is not expected to have a material impact
on the financial statements of the Minerals Group.

FORWARD LOOKING INFORMATION
Certain of the matters discussed herein, including statements regarding
readiness for Year 2000 and expectations with regard to future realizations on
metallurgical coal and gold sales involve forward looking information which is
subject to known and unknown risks, uncertainties and contingencies which could
cause actual results, performance and achievements, to differ materially from
those which are anticipated. Such risks, uncertainties and contingencies, many
of which are beyond the control of the Minerals Group and the Company, include,
but are not limited to, overall economic and business conditions, the demand for
the Minerals Group's products, geological conditions, pricing, and other
competitive factors in the industry, new

                                       64

government regulations and/or legislative initiatives, variations in the spot
prices of coal and gold, the ability of counterparties to perform, changes in
the scope of Year 2000 initiatives and delays or problems in the implementation
of Year 2000 initiatives by the Minerals Group and/or its suppliers and
customers.

                                       65

                           PART II - OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders

(a)   The Registrant's annual meeting of shareholders was held on May 1, 1998.

(b)   Not required.

(c)   The following persons were elected for terms expiring in 2001, by the
      following votes:

                                        For                          Withheld

                                        ---                          --------
                                                          
      J. R. Barker                 50,823,524.7316              1,617,341.6572

      J. L. Broadhead              50,827,110.6781              1,622,755.7107

      M. T. Dan                    50,837,043.1463              1,612,823.2425

      R. M. Gross                  50,832,974.9386              1,616,891.4502

      The following person was elected for a term expiring in 2000, by the
following votes:

                                        For                          Withheld

                                        ---                          --------
                                                          
      C. S. Sloane                 50,827,003.1203              1,622,863.2685

      The selection of KPMG Peat Marwick LLP as independent certified public
      accountants to audit the accounts of the Registrant and its subsidiaries
      for the year 1998 was approved by the following vote:

                                                                      Broker
          For               Against           Abstentions           Non-votes

          ---               -------           -----------           ---------
                                                         
      51,303,833.4541     367,445.1592        194,641.3123        583,896.4630

Item 6. Exhibits and Reports on Form 8-K

(a)   Exhibits:

      Exhibit
      Number
      ------
           
       2      Membership Interest Acquisition Agreement Among Air Transport
              International LLC and BAX Global Inc., dated February 3, 1998.
              Incorporated by reference to the Registrant's Current Report on
              Form 8-K filed May 14, 1998.

       3(I)   Articles of Correction for the Registrant, dated March 16, 1998.

      10(a)*  Retirement Agreement, dated as of May 4, 1998, between the
              Registrant and David L. Marshall.

      27      Financial Data Schedule.

(b)   The following reports on Form 8-K were filed during the first quarter of
      1998:

      (i)   Report on Form 8-K filed on January 28, 1998, with respect to fourth
            quarter 1997 earnings for each of Pittston Brink's Group Common
            Stock, Pittston Burlington Group Common Stock and Pittston Minerals
            Group Common Stock;

                                       66

      (ii)  Report on Form 8-K filed on February 4, 1998, with respect to BAX
            Global Inc.'s agreement to acquire, subject to certain conditions,
            Air Transport International LLC;

      (iii) Report on Form 8-K filed on February 6, 1998, with respect to the
            retirement of Joseph C. Farrell, the Registrant's Chairman of the
            Board, Chief Executive Officer and President and the election by the
            Board of Directors of Michael T. Dan as President and Chief
            Executive Officer;

      (iv)  Report on Form 8-K filed on February 10, 1998, with respect to the
            election of Michael T. Dan as a director of the Registrant, in
            addition to his election as President and Chief Executive Officer;

      (v)   Report on Form 8-K filed on March 19, 1998, with respect to Articles
            of Restatement and Articles of Correction filed by the Registrant
            with the Virginia State Corporation Commission; and

      (vi)  Report on Form 8-K filed on March 30, 1998, with respect to
            anticipated first quarter 1998 results for Pittston Burlington Group
            Common Stock.

- ----------
* Management contract or compensatory plan or arrangement.

                                       67

                                    SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                               THE PITTSTON COMPANY

May 15, 1998                           By        /s/ Amanda N. Aghdami
                                           ---------------------------------
                                                    Amanda N. Aghdami
                                               (Controller and Principal
                                                   Accounting Officer)

                                       68

 

                                                                    EXHIBIT 3(i)

                             ARTICLES OF CORRECTION

                                       FOR

                              THE PITTSTON COMPANY

     1.   The name of the corporation is THE PITTSTON COMPANY.

     2. The text of the restated articles of incorporation, as corrected, is set
forth below:

                       "RESTATED ARTICLES OF INCORPORATION

                                       of

                              THE PITTSTON COMPANY

                                    ARTICLE I

     The name of the Corporation is THE PITTSTON COMPANY.

                                   ARTICLE II

The purpose for which the Corporation is organized is to transact any lawful
business not required to be stated in the Articles of Incorporation.

                                   ARTICLE III

EACH REFERENCE IN THIS ARTICLE III TO "BAX" SHALL BE DEEMED TO REFER TO
"BURLINGTON" UNTIL MAY 4, 1998. AS OF MAY 4, 1998, EACH REFERENCE IN THIS
ARTICLE III TO "BAX" SHALL BE DEEMED TO REFER TO "BAX."

     The total number of shares of capital stock which the Corporation shall
have authority to issue is one hundred seventy-two million (172,000,000), of
which two million (2,000,000) shares shall be shares of Preferred Stock, par
value $10.00 per share (hereinafter called "Preferred Stock"), one hundred
million (100,000,000) shares shall be shares of a class of common stock
designated as Pittston Brink's Group Common Stock, par value $1.00 per share
("Brink's Stock"), fifty million (50,000,000) shares shall be shares of a class
of common stock designated as Pittston BAX Group Common Stock, par value $1.00
per share ("BAX Stock"), and twenty million (20,000,000) shares shall be shares
of Pittston Minerals Group Common Stock, par value $1.00 per share ("Minerals
Stock"). Brink's Stock, BAX

Stock and Minerals Stock shall hereinafter collectively be called "Common
Stock".

                                   DIVISION I

The preferences, limitations and relative rights of the shares of each class of
Common Stock are as follows:

     1.   Dividend Rights.

          (a) Subject to the express terms of any outstanding series of
Preferred Stock, dividends may be declared and paid upon Brink's Stock, BAX
Stock and Minerals Stock upon the terms provided for below with respect to each
such class:

               (i) Dividends on Brink's Stock and BAX Stock. Dividends on
Brink's Stock and/or BAX Stock may be declared and paid out of funds of the
Corporation legally available therefor. Subject to the foregoing, the
declaration and payment of dividends on Brink's Stock and BAX Stock, and the
amount thereof, shall at all times be solely in the discretion of the Board of
Directors.

               (ii) Dividends on Minerals Stock. Dividends on Minerals Stock may
be declared and paid only out of the lesser of (A) funds of the Corporation
legally available therefor and (B) the Available Minerals Dividend Amount.
Subject to the foregoing, the declaration and payment of dividends on Minerals
Stock, and the amount thereof, shall at all times be solely in the discretion of
the Board of Directors.

          (b) Discrimination Among Brink's Stock, BAX Stock and Minerals Stock.
The Board of Directors, subject to the provisions of Sections 1(a)(i) and
1(a)(ii), may, in its sole discretion, declare and pay dividends exclusively on
Brink's Stock, exclusively on BAX Stock, exclusively on Minerals Stock or on any
combination or all of such classes in equal or unequal amounts, notwithstanding
the amounts of funds available for dividends on each class, the respective
voting and liquidation rights of each class, the amount of prior dividends
declared on each class or any other factor.

          (c) Distribution Determination. Pursuant to Section 13.1-653 of the
Virginia Stock Corporation Act, the Board of Directors may base a determination
that a proposed dividend distribution is out of funds legally available therefor
under

Virginia law either on financial statements prepared on the basis of accounting
practices and principles that are reasonable in the circumstances or on a fair
valuation of the Corporation's total net assets or other method that is
reasonable in the circumstances.

     2. Exchange. Shares of Brink's Stock, BAX Stock and Minerals Stock are
subject to exchange upon the terms provided below:

          (a) Exchange of Brink's Stock. Outstanding shares of Brink's Stock
shall not be subject to either optional or mandatory exchange by the Board of
Directors.

          (b)  Exchange of BAX Stock.

               (i) In the event of the Disposition, in one transaction or a
series of related transactions, by the Corporation of all or substantially all
of the properties and assets of Pittston BAX Group (other than in connection
with the Disposition by the Corporation of all or substantially all of its
properties and assets in one transaction) to any person, entity or group (other
than (A) the holders of all outstanding shares of BAX Stock on a pro rata basis
or (B) any person, entity or group in which the Corporation, directly or
indirectly, owns a majority equity interest), the Corporation shall, on or prior
to the first Business Day following the 60th day following the consummation of
such Disposition, exchange each outstanding share of BAX Stock for fully paid
and nonassessable shares of Brink's Stock (or, if there are not shares of
Brink's Stock outstanding on the Exchange Date, of Minerals Stock, or, if there
are no shares of Minerals Stock outstanding on the Exchange Date and shares of
another class or classes of Common Stock (other than BAX Stock) are then
outstanding, of such other class of Common Stock as then has the largest
Aggregate Market Capitalization) having a Fair Market Value equal to 115 percent
of the Fair Market Value of one share of BAX Stock, as of the date of the first
public announcement by the Corporation of such Disposition.

               (ii) The Board of Directors may, by a majority vote of the
directors then in office, at any time in its sole discretion declare that each
outstanding share of BAX Stock shall be exchanged, on an Exchange Date set forth
in a notice to holders of BAX Stock pursuant to Section 2(e)(i), for fully paid
and nonassessable shares of Brink's Stock (or, if there are no shares of Brink's
Stock outstanding on the Exchange Date, of

Minerals Stock, or, if there are no shares of Minerals Stock outstanding, and
shares of another class or classes of Common Stock (other than BAX Stock) are
then outstanding, of such other class of Common Stock as then has the largest
Aggregate Market Capitalization) having a Fair Market Value equal to 115 percent
of the Fair Market Value of one share of BAX Stock, as of the date of the first
public announcement by the Corporation of such exchange.

               (iii) After any Exchange Date on which all outstanding shares of
BAX Stock were exchanged, any share of BAX Stock that is issued on conversion or
exercise of any Convertible Securities shall, immediately upon issuance pursuant
to such conversion or exercise and without any notice or any other action on the
part of the Corporation or its Board of Directors or the holder of such share of
BAX Stock, be exchanged for the amount of shares of Brink's Stock or another
class of Common Stock that a holder of such Convertible Security would have been
entitled to receive pursuant to the terms of such Convertible Security had such
terms provided that the conversion privilege in effect immediately prior to any
exchange by the Corporation of any shares of its BAX Stock for shares of any
other capital stock of the Corporation would be adjusted so that the holder of
any such Convertible Security thereafter surrendered for conversion would be
entitled to receive the number of shares of capital stock of the Corporation he
or she would have owned immediately following such action had such Convertible
Security been converted immediately prior thereto. The provisions of this
Section 2(b)(iii) shall not apply to the extent that equivalent adjustments are
otherwise made pursuant to the provisions of such Convertible Securities.

          (c)  Exchange of Minerals Stock.

               (i) In the event of the Disposition, in one transaction or a
series of related transactions, by the Corporation of all or substantially all
of the properties and assets of Pittston Minerals Group (other than in
connection with the Disposition by the Corporation of all or substantially all
of its properties and assets in one transaction) to any person, entity or group
(other than (A) the holders of all outstanding shares of Minerals Stock on a pro
rata basis or (B) any person, entity or group in which the Corporation, directly
or indirectly, owns a majority equity interest), the Corporation shall, on or
prior to the first Business Day following the 60th day following the
consummation of such Disposition, exchange each outstanding

share of Minerals Stock for fully paid and nonassessable shares of Brink's Stock
(or, if there are no shares of Brink's Stock outstanding on the Exchange Date,
of BAX Stock, or, if there are no shares of BAX Stock outstanding on the
Exchange Date and shares of another class or classes of Common Stock (other than
Minerals Stock) are then outstanding, of such other class of Common Stock) as
then has the largest Aggregate Market Capitalization) having a Fair Market Value
equal to 115 percent of the Fair Market Value of one share of Minerals Stock, as
of the date of the first public announcement by the Corporation of such
Disposition.

               (ii) The Board of Directors may, by a majority vote of the
directors then in office, at any time in its sole discretion declare that each
outstanding share of Minerals Stock shall be exchanged, on an Exchange Date set
forth in a notice to holders of Minerals Stock pursuant to Section 2(e)(i), for
fully paid and nonassessable shares of Brink's Stock (or, if there are no shares
of Brink's Stock outstanding on the Exchange Date, of BAX Stock, or if there are
no shares of BAX Stock outstanding on the Exchange Date and shares of another
class or classes of Common Stock (other than Minerals Stock) are then
outstanding, of such other class of Common Stock as then has the largest
Aggregate Market Capitalization) having a Fair Market Value equal to 115 percent
of the Fair Market Value of one share of Minerals Stock, as of the date of the
first public announcement by the Corporation of such exchange.

               (iii) After any Exchange Date on which all outstanding shares of
Minerals Stock were exchanged, any share of Minerals Stock that is issued on
conversion or exercise of any Convertible Securities shall, immediately upon
issuance pursuant to such conversion or exercise and without any notice or any
other action on the part of the Corporation or its Board of Directors or the
holder of such share of Minerals Stock, be exchanged for the amount of shares of
Brink's Stock or another class of Common Stock that a holder of such Convertible
Security would have been entitled to receive pursuant to the terms of such
Convertible Security had such terms provided that the conversion privilege in
effect immediately prior to any exchange by the Corporation of any shares of its
Minerals Stock for shares of any other capital stock of the Corporation would be
adjusted so that the holder of any such Convertible Security thereafter
surrendered for conversion would be entitled to receive the number of shares of
capital stock of the Corporation he or she would have owned immediately
following such action had such

Convertible Security been converted immediately prior thereto. The provisions of
this Section 2(c)(iii) shall not apply to the extent that equivalent adjustments
are otherwise made pursuant to the provisions of such Convertible Securities.

          (d) Certain Definitions. For purposes of Sections 2(b)(i) and 2(c)(i):

               (i) as of any date, "substantially all of the properties and
assets" of Pittston BAX Group or Pittston Minerals Group, as the case may be,
shall mean a portion of such properties and assets that represents at least 80
percent of either of the then-current market value, as determined by the Board
of Directors based on opinions, appraisals or such other evidence as the Board
shall consider relevant, of, or the aggregate reported net sales for the
immediately preceding twelve fiscal quarterly periods of the Corporation derived
from, the properties and assets of Pittston BAX Group or Pittston Minerals
Group, respectively, as of such date (excluding the properties and assets of any
person, entity or group in which the Corporation, directly or indirectly, owns
less than a majority equity interest);

               (ii) if immediately after any event, the Corporation, directly or
indirectly, owns less than a majority equity interest in any person, entity or
group in which the Corporation, directly or indirectly, owned a majority equity
interest immediately prior to the occurrence of such event, a Disposition of all
of the properties and assets of Pittston BAX Group or Pittston Minerals Group,
respectively, owned by such person, entity or group shall be deemed to have
occurred; and

               (iii) in the case of a Disposition of properties and assets in a
series of related transactions, such Disposition shall not be deemed to have
been consummated until the consummation of the last of such transactions.

          (e)  General Exchange Provisions.

               (i) In the event of any exchange pursuant to Sections 2(b)(i) and
(ii) or 2(c)(i) and (ii), the Corporation shall cause to be given to each holder
of BAX Stock or Minerals Stock, respectively, a notice stating (A) that shares
of BAX Stock or Minerals Stock, respectively, shall be exchanged, (B) the
Exchange Date, (C) the kind and amount of shares of capital stock to be received
by such holder with respect to each share of

 

BAX Stock or Minerals Stock, respectively, held by such holder, including
details as to the calculation thereof, (D) the place or places where
certificates for shares of BAX Stock or Minerals Stock, respectively, properly
endorsed or assigned for transfer (unless the Corporation shall waive such
requirement), are to be surrendered for delivery of certificates for shares of
such capital stock and (E) that, subject to Section 2(e)(iii), dividends on BAX
Stock or Minerals Stock, respectively, will cease to be paid as of such Exchange
Date. Such notice shall be sent by first-class mail, postage prepaid, not less
than 30 nor more than 60 days prior to the Exchange Date and in any case to each
holder of BAX Stock or Minerals Stock, respectively, at such holder's address as
the same appears on the stock transfer books of the Corporation. Neither the
failure to mail such notice to any particular holder of BAX Stock or Minerals
Stock, respectively, nor any defect therein shall affect the sufficiency thereof
with respect to any other holder of BAX Stock or Minerals Stock, respectively.

               (ii) The Corporation shall not be required to issue or deliver
fractional shares of any class of capital stock to any holder of BAX Stock or
Minerals Stock, as the case may be, upon any exchange pursuant to this Section
2. If the number of shares of any class of capital stock remaining to be issued
to any holder of BAX Stock or Minerals Stock is a fraction, the Corporation
shall, if such fraction is not issued or delivered to such holder, pay a cash
adjustment in respect of such fraction in an amount equal to the Fair Market
Value of such fraction on the date such payment is to be made.

               (iii) No adjustments in respect of dividends shall be made upon
the exchange of any shares of BAX Stock or Minerals Stock, as the case may be;
provided, however, that, if the Exchange Date with respect to BAX Stock or
Minerals Stock, as the case may be, shall be subsequent to the record date for
the payment of a dividend or other distribution thereon or with respect thereto,
the holders of such shares of BAX Stock or Minerals Stock, respectively, at the
close of business on such record date shall be entitled to receive the dividend
or other distribution payable on or with respect to such shares on the date set
for payment of such dividend or other distribution, notwithstanding the exchange
of such shares or the Corporation's default in payment of the dividend or
distribution due on such date.

               (iv) Before any holder of shares of BAX Stock or

Minerals Stock, as the case may be, shall be entitled to receive certificates
representing shares of any capital stock to be received by such holder with
respect to such shares of BAX Stock or Minerals Stock, respectively, pursuant to
this Section 2, such holder shall surrender at such office as the Corporation
shall specify certificates for such shares of BAX Stock or Minerals Stock,
properly endorsed or assigned for transfer (unless the Corporation shall waive
such requirement). The Corporation will as soon as practicable after such
surrender of certificates representing shares of BAX Stock or Minerals Stock
deliver to the person for whose account such shares of BAX Stock or Minerals
Stock were so surrendered, or to his or her nominee or nominees, certificates
representing the number of whole shares of the kind of capital stock to which he
or she shall be entitled as aforesaid, together with any fractional payment
contemplated by Section 2(e)(ii).

               (v) From and after any applicable Exchange Date, all rights of a
holder of shares of BAX Stock or Minerals Stock, as the case may be, that were
exchanged shall cease except for the right, upon surrender of the certificates
representing such shares of BAX Stock or Minerals Stock, respectively, to
receive certificates representing shares of the capital stock for which such
shares were exchanged together with any fractional payment contemplated by
Section 2(e)(ii) and rights to dividends as provided in Section 2(e)(iii). No
holder of a certificate that immediately prior to the applicable Exchange Date
for BAX Stock or Minerals Stock, as the case may be, represented shares of BAX
Stock or Minerals Stock, respectively, shall be entitled to receive any dividend
or other distribution with respect to shares of any kind of capital stock into
which BAX Stock or Minerals Stock, respectively, was exchanged until surrender
of such holder's certificate for a certificate or certificates representing
shares of such kind of capital stock. Upon such surrender, there shall be paid
to the holder the amount of any dividends or other distributions (without
interest) which theretofore became payable with respect to a record date after
the Exchange Date, but that were not paid by reason of the foregoing, with
respect to the number of whole shares of the kind of capital stock represented
by the certificate or certificates issued upon such surrender. From and after an
Exchange Date for BAX Stock or Minerals Stock, the Corporation shall, however,
be entitled to treat the certificates for BAX Stock or Minerals Stock,
respectively, that have not yet been surrendered for exchange as evidencing the
ownership of the number of whole shares of the kind of capital stock for which
the shares of BAX

Stock or Minerals Stock represented by such certificates shall have been
exchanged, notwithstanding the failure to surrender such certificates.

               (vi) The Corporation will pay any and all documentary, stamp or
similar issue or transfer taxes that may be payable in respect of the issue or
delivery of any shares of capital stock on exchange of shares of BAX Stock or
Minerals Stock pursuant hereto. The Corporation shall not, however, be required
to pay any tax that may be payable in respect of any transfer involved in the
issue and delivery of any shares of capital stock in a name other than that in
which the shares of BAX Stock or Minerals Stock so exchanged were registered,
and no such issue or delivery shall be made unless and until the person
requesting such issue has paid to the Corporation the amount of any such tax, or
has established to the satisfaction of the Corporation that such tax has been
paid.

     3.   Voting Rights.

          (a) The holders of Brink's Stock, BAX Stock and Minerals Stock shall
vote together as a single voting group on all matters; provided, however, that,
except as provided below with respect to amending voting rights of Minerals
Stock, the holders of Brink's Stock, BAX Stock or Minerals Stock, as the case
may be, voting separately as a separate voting group, shall be entitled to
approve by the vote of a majority of the shares of Brink's Stock, BAX Stock or
Minerals Stock, as the case may be, then outstanding any proposed amendment to
these Restated Articles of Incorporation to the extent prescribed by Section
13.1-708 of the Virginia Stock Corporation Act. Each holder of Brink's Stock
shall be entitled to one vote, in person or by proxy, for each share of Brink's
Stock standing in his or her name on the stock transfer books of the
Corporation. Except as otherwise provided below and subject to the provisions of
Section 5, each holder of BAX Stock and each holder of Minerals Stock shall be
entitled to one vote and 0.626 votes, respectively, in person or by proxy, for
each share of BAX Stock or Minerals Stock, respectively, standing in his or her
name on the stock transfer books of the Corporation from the Effective Date to
and including December 31, 1997. On January 1, 1998, and on each January 1 every
two years thereafter, the number of votes to which the holder of each share of
BAX Stock and the holder of each share of Minerals Stock shall be entitled shall
be adjusted and fixed for two-year periods to equal the quotient of (x) the
Aggregate Market Capitalization of BAX Stock or Minerals Stock,

respectively, on each such date and (y) the Aggregate Market Capitalization of
the Corporation on each such date, divided by the number of shares of BAX Stock
or Minerals Stock, respectively, outstanding on each such date with the
resulting number multiplied by the number determined by dividing the number of
shares of Brink's Stock outstanding on each such date by the quotient of (i) the
Aggregate Market Capitalization of Brink's Stock on each such date and (ii) the
Aggregate Market Capitalization of the Corporation on each such date. Any
proposed amendment to these Restated Articles of Incorporation that would affect
or otherwise adjust the voting rights of the holders of Minerals Stock shall be
approved in a vote of holders of Minerals Stock, voting as a separate voting
group, by the greater of: (i) the affirmative vote of two-thirds of all votes
cast on the amendment by the holders of Minerals Stock entitled to vote on such
amendment and present or represented at a meeting at which a quorum of Minerals
Stock exists; or (ii) the affirmative vote of a majority of the then outstanding
votes of Minerals Stock. The Board of Directors shall take such action to
implement such changes in the voting rights of BAX Stock or Minerals Stock as
may be required pursuant to this Section 3(a).

          (b) Unless the Board of Directors conditions its submission of a
particular matter on receipt of a greater vote or on any other basis permitted
by applicable law, the vote of the holders of a majority of the outstanding
shares of Brink's Stock, BAX Stock and Minerals Stock, voting together as a
single voting group, is required for approval of any of the following that by
applicable law are required to be submitted to shareholders for their approval:
(i) any amendment or restatement of these Articles of Incorporation, except as
otherwise provided in Section 3(a) or prescribed by Section 13.1-708 of the
Virginia Stock Corporation Act; (ii) a plan of merger; (iii) a plan of share
exchange, except as otherwise provided in Section 2; (iv) the sale, lease,
exchange or other disposition of all or substantially all the property of the
Corporation otherwise than in the usual and regular course of its business; or
(v) a proposal to dissolve the Corporation. The foregoing provisions shall not
be construed to alter or modify in any respect the voting requirements
prescribed by the Virginia Stock Corporation Act which would in the absence of
such provisions be applicable to approval of any affiliated transaction (as
defined in said Act) or any amendment of the Restated Articles of Incorporation
of the Corporation relating to the vote required for approval of any affiliated
transaction.

     4. Liquidation Rights. Subject to the provisions of Section 5, in the event
of the dissolution, liquidation or winding up of the Corporation, whether
voluntary or involuntary, after there shall have been paid or set apart for the
holders of Preferred Stock the full preferential amounts to which they are
entitled, (a) the holders of Brink's Stock shall be entitled to receive, on a
per share basis in proportion to the total number of then outstanding shares of
Brink's Stock to the Total Liquidation Shares, (b) the holders of BAX Stock
shall be entitled to receive, on a per share basis in proportion to the total
number of then outstanding shares of BAX Stock to the Total Liquidation Shares
and (c) the holders of Minerals Stock shall be entitled to receive, on a per
share basis in proportion to the then outstanding shares of Minerals Stock
increased by the Nominal Shares to the Total Liquidation Shares, in each case
determined as of the fifth Business Day prior to the date of the public
announcement of (i) a voluntary dissolution, liquidation or winding up of the
Corporation or (ii) the institution of a proceeding for the involuntary
dissolution, liquidation or winding up of the Corporation, the funds of the
Corporation remaining for distribution to its common shareholders.

     5. Subdivision or Combination. If the Corporation shall in any manner
subdivide (by stock split, stock dividend or otherwise) or combine (by reverse
stock split or otherwise) the outstanding shares of any of Brink's Stock, BAX
Stock or Minerals Stock, the voting and liquidation rights of BAX Stock and
Minerals Stock relative to Brink's Stock shall be appropriately adjusted so as
to avoid any dilution in the aggregate voting or liquidation rights of any
class.

     6. Definitions. As used in this Division I, the following terms shall have
the following meanings (with each term defined in the singular having the
comparable meaning when used in the plural and vice versa), unless another
definition is provided or the context otherwise requires:

     "Aggregate Market Capitalization" shall mean, with respect to the Company
or any class of Common Stock as of any date of determination, the product of (i)
the Fair Market Value of all classes of Common Stock or any such class, as the
case may be, as of such date and (ii) the number of shares of all such classes
of Common Stock or of any such class, as the case may be, issued and outstanding
as of such date.

     "Available Minerals Dividend Amount", on any date, shall mean the greatest
of (a) an amount equal to (i) $50 million,

increased or decreased, as appropriate, to reflect (A) Minerals Net Income from
the close of business on June 30, 1993, (B) any dividends or other distributions
declared or paid with respect to, or repurchases or issuances of, any shares of
Minerals Stock or any shares of Preferred Stock attributed to Pittston Minerals
Group and (C) any other adjustments to shareholders' equity of Pittston Minerals
Group made in accordance with generally accepted accounting principles, less
(ii) the aggregate stated capital of any outstanding shares of Preferred Stock
attributed to Pittston Minerals Group; (b) in the discretion of the Board of
Directors, the excess of the fair value of the net assets of Pittston Minerals
Group, as determined by the Board of Directors on a basis corresponding to one
of those set forth in Section 13.1-643 of the Virginia Stock Corporation Act
with respect to a single corporation, over the aggregate stated capital of any
outstanding shares of Preferred Stock attributed to Pittston Minerals Group; or
(c) an amount equal to Minerals Net Income (if positive) for the fiscal year in
which the dividend is declared and/or the preceding fiscal year.

     "Business Day" shall mean each weekday other than any day on which Brink's
Stock, BAX Stock or Minerals Stock is not traded on any national securities
exchange or the National Association of Securities Dealers Automated Quotations
System or in the over-the-counter market.

     "Convertible Securities" shall mean any securities of the Corporation that
are convertible into or evidence the right to purchase any shares of Brink's
Stock, BAX Stock or Minerals Stock, pursuant to antidilution provisions of such
securities or otherwise.

     "Disposition" shall mean the sale, transfer, assignment or other
disposition (whether by merger, consolidation, sale or contribution of assets or
stock or otherwise) of properties or assets.

     "Effective Date" shall mean the close of business on the date on which the
State Corporation Commission of Virginia issues a certificate of amendment
relating to these Articles of Amendment to the Restated Articles of
Incorporation.

     "Exchange Date" shall mean any date fixed for an exchange of shares of BAX
Stock or Minerals Stock, as the case may be, as set forth in a notice to holders
of BAX Stock or Minerals Stock, respectively, pursuant to Section 2(e)(i).

     "Fair Market Value" of shares of any class of Common Stock on any date
means the average of the daily closing prices thereof for the 10 consecutive
Business Days commencing on the 30th Business Day prior to the date in question.
The closing price for each Business Day shall be (i) if such shares are listed
or admitted to trading on a national securities exchange, the closing price on
the New York Stock Exchange Composite Tape (or any successor composite tape
reporting transactions on national securities exchanges) or, if such New York
Stock Exchange Composite Tape shall not be in use or shall not report
transactions in such shares, the last reported sales price regular way on the
principal national securities exchange on which such shares are listed or
admitted to trading (which shall be the national securities exchange on which
the greatest number of shares of stock has been traded during such 10
consecutive Business Days), or, if there is no transaction on any such Business
Day in any such situation, the mean of the bid and asked prices on such Business
Day, or (ii) if such shares are not listed or admitted to trading on any such
exchange, the closing price, if reported, or, if the closing price is not
reported, the average of the closing bid and asked prices as reported by the
National Association of Securities Dealers Automated Quotations System or a
similar source selected from time to time by the Corporation for this purpose.
In the event such closing prices are unavailable, the Fair Market Value of such
shares shall be determined by the Board.

     "Minerals Net Income" shall mean the net income or loss of Pittston
Minerals Group determined in accordance with generally accepted accounting
principles, including income and expenses of the Corporation attributed to the
operations of Pittston Minerals Group on a substantially consistent basis,
including, without limitation, corporate administrative costs, net interest and
other financial costs and income taxes.

     "Nominal Shares" shall mean 4,202,954 shares of Minerals

Stock which has been used to establish the initial liquidation percentages among
each class of Common Stock as of the Effective Date.

     "Pittston Brink's Group" shall mean, at any time all the businesses in
which the Corporation is or has been engaged, directly or indirectly, and all
assets and liabilities of the Corporation, other than any businesses, assets or
liabilities constituting Pittston BAX Group or Pittston Minerals Group.
"Pittston BAX Group" shall mean, at any time, (a) all the businesses in which
Burlington Air Express Inc. and its subsidiaries (or any of their predecessors)
are or have been engaged, directly or indirectly, (b) all assets and liabilities
of the Corporation to the extent attributed to any of such businesses, whether
or not such assets or liabilities are or were assets and liabilities of such
businesses, and (c) such businesses, assets, and liabilities acquired by the
Corporation for Pittston BAX Group after the Effective Date and determined by
the Board of Directors to be included in Pittston BAX Group. "Pittston Minerals
Group" shall mean, at any time, (a) all the businesses in which Pittston Coal
Company and its subsidiaries (or any of their predecessors) are or have been
engaged, directly or indirectly, (b) all the businesses in which Pittston
Mineral Ventures Company and its subsidiaries (or any of their predecessors) are
or have been engaged, directly or indirectly, (c) all assets and liabilities of
the Corporation to the extent attributed to any of such businesses, whether or
not such assets or liabilities are or were assets and liabilities of such
businesses, and (d) such businesses, assets, and liabilities acquired by the
Corporation for Pittston Minerals Group after the Effective Date and determined
by the Board of Directors to be included in Pittston Minerals Group.

     "Total Liquidation Shares" shall mean, as of any date, the total number of
outstanding shares of Brink's Stock, BAX Stock and Minerals Stock on such date,
plus the Nominal Shares.

     7. Determinations by the Board of Directors. Any determinations made by the
Board of Directors of the Corporation or any committee of the Board, a majority
of which are "disinterested directors", under any provision in this Division I
of Article III shall be final and binding on all shareholders of the
Corporation. For this purpose, any director who is not an employee of or a
consultant to the Corporation and who is not, directly or indirectly, the
beneficial owner of 1 percent or more of the outstanding shares of Common Stock
shall be considered

"disinterested", even though such director may beneficially own a greater amount
of one class of Common Stock than of the other class of Common Stock.

                                   DIVISION II

     Subject to applicable laws and to this Article III, the Board of Directors
of the Corporation may determine the preferences, limitations and relative
rights of the Preferred Stock and of any series of such Preferred Stock. Such
determination may include, without limitation, provisions with respect to voting
rights (including rights with respect to any transaction of a specified nature),
redemption, convertibility, distribution and preference on dissolution or
otherwise.

     Terms of the Preferred Stock are as follows:

     A.   Series A Participating Cumulative Preferred Stock

     1. Designation and Number of Shares. The shares of such series shall be
designated as "Series A Participating Cumulative Preferred Stock" (the "Series A
Preferred Stock"). The number of shares initially constituting the Series A
Preferred Stock shall be 50,000; provided, however, that if more than a total of
50,000 shares of Series A Preferred Stock shall be issuable upon the exercise of
Pittston Brink's Group Rights issued pursuant to the Amended and Restated Rights
Agreement dated as of January 19, 1996, between the Corporation and Chemical
Bank, as Rights Agent (the "Rights Agreement"), the Board of Directors of the
Corporation, pursuant to Section 13.1-639 of the Virginia Stock Corporation Act,
shall direct by resolution or resolutions that articles of amendment to these
Articles of Incorporation be properly executed, acknowledged, filed and
recorded, in accordance with the provisions of Section 13.1-604 thereof,
providing for the total number of shares of Series A Preferred Stock authorized
to be issued to be increased (to the extent that the Articles of Incorporation
then permit) to the largest number of whole shares (rounded up to the nearest
whole number) issuable upon exercise of such Rights.

     2.   Dividends or Distributions.

          (a) Subject to the prior and superior rights of the holders of shares
of any other series of Preferred Stock or other class of capital stock not by
its terms ranking on a parity with, or junior to, the shares of Series A

Preferred Stock with respect to dividends, the holders of shares of the Series A
Preferred Stock shall be entitled to receive, when and as declared by the Board
of Directors, out of the assets of the Corporation legally available therefor,
(1) quarterly dividends payable in cash on the first day of March, June,
September and December in each year (each such date being referred to herein as
a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or a fraction of a share of
Series A Preferred Stock, of $10.00 per whole share (rounded to the nearest
cent) less the amount of all cash dividends declared on the Series A Preferred
Stock pursuant to the following clause (2) since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a share of
Series A Preferred Stock, and (2) dividends payable in cash on the payment date
for each cash dividend declared on Brink's Stock in an amount per whole share
(rounded to the nearest cent) equal to the Brink's Formula Number (as defined
below) then in effect times the cash dividends then to be paid on each share of
Brink's Stock. In addition, if the Corporation shall pay any dividend or make
any distribution on Brink's Stock payable in assets, securities or other forms
of noncash consideration (other than dividends or distributions solely in shares
of Brink's Stock), then, in each such case, the Corporation shall simultaneously
pay or make on each outstanding share of Series A Preferred Stock a dividend or
distribution in like kind of the Brink's Formula Number then in effect times
such dividend or distribution on each share of Brink's Stock. As used herein,
the "Brink's Formula Number" shall be 1,000; provided, however, that if at any
time after January 19, 1996, the Corporation shall (x) declare or pay any
dividend on Brink's Stock payable in shares of Brink's Stock or make any
distribution on Brink's Stock in shares of Brink's Stock, (y) subdivide (by a
stock split or otherwise) the outstanding shares of Brink's Stock into a larger
number of shares of Brink's Stock or (z) combine (by a reverse stock split or
otherwise) the outstanding shares of Brink's Stock into a smaller number of
shares of Brink's Stock, then in each such event the Brink's Formula Number
shall be adjusted to a number determined by multiplying the Brink's Formula
Number in effect immediately prior to such event by a fraction, the numerator
of which is the number of shares of Brink's Stock that are outstanding
immediately after such event and the denominator of which is the number of
shares of Brink's Stock that are outstanding immediately prior to such event
(and rounding the result to the nearest whole number); and provided further
that if at any time after January 19, 1996, the Corporation shall issue any
shares of its capital stock in a

reclassification or change of the outstanding shares of Brink's Stock (including
any such reclassification or change in connection with a merger in which the
Corporation is the surviving corporation), then in each such event the Brink's
Formula Number shall be appropriately adjusted to reflect such reclassification
or change.

          (b) The Corporation shall declare a dividend or distribution on the
Series A Preferred Stock as provided in Section 2(a) above immediately prior to
or at the same time it declares a dividend or distribution on Brink's Stock
(other than a dividend or distribution solely in shares of Brink's Stock);
provided, however, that, in the event no dividend or distribution (other than a
dividend or distribution in shares of Brink's Stock) shall have been declared on
Brink's Stock during the period between any Quarterly Dividend Payment Date and
the next subsequent Quarterly Dividend Payment Date, a dividend of $2.00 per
share on the Series A Preferred Stock shall nevertheless be payable on such
subsequent Quarterly Dividend Payment Date. The Board of Directors may fix a
record date for the determination of holders of shares of Series A Preferred
Stock entitled to receive a dividend or distribution declared thereon, which
record date shall be the same as the record date for any corresponding dividend
or distribution on Brink's Stock.

          (c) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from and after the Quarterly Dividend Payment
Date next preceding the date of original issue of such shares of Series A
Preferred Stock; provided, however, that dividends on such shares which are
originally issued after the record date for the determination of holders of
shares of Series A Preferred Stock entitled to receive a quarterly dividend and
on or prior to the next succeeding Quarterly Dividend Payment Date shall begin
to accrue and be cumulative from and after such Quarterly Dividend Payment Date.
Accrued but unpaid dividends shall not bear interest. Dividends paid on the
shares of Series A Preferred Stock in an amount less than the total amount of
such dividends at the time accrued and payable on such shares shall be allocated
pro rata on a share-by-share basis among all such shares at the time
outstanding.

          (d) So long as any shares of the Series A Preferred Stock are
outstanding, no dividends or other distributions shall be declared, paid or
distributed, or set aside for payment or distribution, on Brink's Stock unless,
in each case, the dividend

required by this Section 2 to be declared on the Series A Preferred Stock shall
have been declared.

          (e) The holders of the shares of Series A Preferred Stock shall not be
entitled to receive any dividends or other distributions except as provided
herein.

     3. Voting Rights. The holders of shares of Series A Preferred Stock shall
have the following voting rights:

          (a) Each holder of Series A Preferred Stock shall be entitled to a
number of votes equal to the product of (1) the Brink's Formula Number then in
effect for each share of Series A Preferred Stock held of record on each matter
on which holders of Brink's Stock are entitled to vote times (2) the maximum
number of votes per share which the holders of Brink's Stock then have with
respect to such matter.

          (b) Except as otherwise provided herein or by applicable law, the
holders of shares of Series A Preferred Stock, the holders of shares of Brink's
Stock and the holders of any other class of capital stock entitled to vote in
the election of directors shall vote together as one class for the election of
directors of the Corporation. In addition, the holders of Series A Preferred
Stock and the holders of Brink's Stock shall vote together as one class on all
other matters submitted to a vote of holders of Brink's Stock.

          (c) If at the time of any annual meeting of shareholders for the
election of directors, the equivalent of six quarterly dividends (whether or not
consecutive) payable on any share or shares of Series A Preferred Stock are in
default, the number of directors constituting the Board of Directors of the
Corporation shall be increased by two. In addition to voting together with other
holders of capital stock as set forth in Section 3(a) for the election of other
directors of the Corporation, the holders of record of the Series A Preferred
Stock, voting separately as a class to the exclusion of such other holders,
shall be entitled at said meeting of shareholders (and at each subsequent annual
meeting of shareholders), unless all dividends in arrears have been paid or
declared and set apart for payment prior thereto, to vote for the election of
two directors of the Corporation, the holders of any Series A Preferred Stock
being entitled to cast a number of votes per share of Series A Preferred Stock
equal to the Brink's Formula Number. Until the default in payments of all
dividends which

permitted the election of said directors shall cease to exist any director who
shall have been so elected pursuant to the next preceding sentence may be
removed at any time, either with or without cause, only by the affirmative vote
of the holders of the shares at the time entitled to cast a majority of the
votes entitled to be cast for the election of any such director at a special
meeting of such holders called for that purpose, and any vacancy thereby created
may be filled by the vote of such holders. If and when such default shall cease
to exist, the holders of the Series A Preferred Stock shall be divested of the
foregoing special voting rights, subject to revesting in the event of each and
every subsequent like default in payments of dividends. Upon the termination of
the foregoing special voting rights, the terms of office of all persons who may
have been elected directors pursuant to said special voting rights shall
forthwith terminate, and the number of directors constituting the Board of
Directors shall be reduced by two. The voting rights granted by this Section
3(c) shall be in addition to any other voting rights granted to the holders of
the Series A Preferred Stock in this Section 3.

          (d) Except as provided herein, in Section 11 or by applicable law,
holders of Series A Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled to
vote with holders of Brink's Stock as set forth herein) for authorizing or
taking any corporate action.

     4.   Certain Restrictions.

          (a) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Series A Preferred Stock outstanding shall have
been paid in full, the Corporation shall not:

               (i) declare or pay dividends on, make any other distributions on,
or redeem or purchase or otherwise acquire for consideration any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Preferred Stock;

               (ii) declare or pay dividends on or make any other distributions
on any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up)

with the Series A Preferred Stock, except dividends paid ratably on the Series A
Preferred Stock and all such parity stock on which dividends are payable or in
arrears in proportion to the total amounts to which the holders of all such
shares are then entitled;

               (iii) redeem or purchase or otherwise acquire for consideration
shares of any stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock;
provided that the Corporation may at any time redeem, purchase or otherwise
acquire shares of any such parity stock in exchange for shares of any stock of
the Corporation ranking junior (either as to dividends or upon dissolution,
liquidation or winding up) to the Series A Preferred Stock; or

               (iv) purchase or otherwise acquire for consideration any shares
of Series A Preferred Stock, or any shares of stock ranking on a parity with the
Series A Preferred Stock, except in accordance with a purchase offer made in
writing or by publication (as determined by the Board of Directors) to all
holders of such shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative rights
and preferences of the respective series and classes, shall determine in good
faith will result in fair and equitable treatment among the respective series or
classes.

          (b) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under subparagraph (a) of this Section
4, purchase or otherwise acquire such shares at such time and in such manner.

     5. Liquidation Rights. Upon the liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, no distribution shall be made
(a) to the holders of shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution, or winding up) to the Series A Preferred Stock
unless, prior thereto, the holders of shares of Series A Preferred Stock shall
have received an amount equal to the accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment,
plus an amount equal to the greater of (i) $26.67 per share or (ii) an aggregate
amount per share equal to the Brink's Formula Number

then in effect times the aggregate amount to be distributed per share to holders
of Brink's Stock, or (b) to the holders of stock ranking on a parity (either as
to dividends or upon liquidation, dissolution or winding up) with the Series A
Preferred Stock, except distributions made ratably on the Series A Preferred
Stock and all other such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up.

     6. Consolidation, Merger, etc. In case the Corporation shall enter into any
consolidation, merger, combination, statutory share exchange or other
transaction in which the shares of Brink's Stock are exchanged for or changed
into other stock or securities, cash or any other property, then in any such
case the then outstanding shares of Series A Preferred Stock shall at the same
time be similarly exchanged or changed in an amount per share equal to the
Brink's Formula Number then in effect times the aggregate amount of stock,
securities, cash or other property (payable in kind), as the case may be, into
which or for which each share of Brink's Stock is exchanged or changed.

     7. Redemption; No Sinking Fund. (a) The outstanding shares of Series A
Preferred Stock may be redeemed at the option of the Board of Directors as a
whole, but not in part, at any time at which, in the good faith determination of
the Board of Directors, no person beneficially owns more than 10 percent of the
aggregate voting power represented by all the outstanding shares of capital
stock of the Corporation generally entitled to vote in the election of Directors
of the Corporation, at a cash price per share equal to (i) 125 percent of the
product of the Brink's Formula Number times the Brink's Stock Market Value (as
such term is hereinafter defined), plus (ii) all dividends which on the
redemption date have accrued on the shares to be redeemed and have not been paid
or declared and a sum sufficient for the payment thereof set apart, without
interest. The "Brink's Stock Market Value" on any date shall be deemed to be the
average of the daily closing prices, per share, of Brink's Stock for the 30
consecutive Trading Days immediately prior to the date in question. The closing
price for each Trading Day shall be the last sale price, regular way, or, in
case no such sale takes place on such Trading Day, the average of the closing
bid and asked prices, regular way, in either case as reported in the principal
consolidated transaction reporting system if Brink's Stock is listed or admitted
to trading on a national securities exchange or, if Brink's Stock is not listed
or admitted to trading on any national securities exchange, the last

quoted price or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by the National Association
of Securities Dealers, Inc. Automated Quotations System or such other system
then in use, or, if on any such Trading Day Brink's Stock is not quoted by any
such organization, the average of the closing bid and asked prices as furnished
by a professional market maker making a market in Brink's Stock selected by the
Board of Directors of the Corporation. If on any such Trading Day no market
maker is making a market in Brink's Stock, the fair value of Brink's Stock on
such Trading Day shall mean the fair value of Brink's Stock as determined in
good faith by the Board of Directors of the Corporation. "Trading Day" shall
mean a day on which the principal national securities exchange on which Brink's
Stock is listed or admitted to trading is open for the transaction of business
or, if Brink's Stock is not listed or admitted to trading on any national
securities exchange, a Monday, Tuesday, Wednesday, Thursday or Friday which is
not a day on which banking institutions in the Borough of Manhattan, the City of
New York, are authorized or obligated by law or executive order to close.

          (b) The shares of Series A Preferred Stock shall not be subject to or
entitled to the operation of a retirement or sinking fund.

     8. Ranking. The Series A Preferred Stock shall rank senior to Brink's
Stock, Minerals Stock and BAX Stock, on a parity with the Corporation's Series B
Participating Cumulative Preferred Stock, par value $10 per share, and the
Corporation's Series D Participating Cumulative Preferred Stock, par value $10
per share, and junior to all other series of Preferred Stock of the Corporation,
unless the Board of Directors shall specifically determine otherwise in fixing
the powers, preferences and relative, participating, optional and other special
rights of the shares of such series and the qualifications, limitations and
restrictions thereof.

     9. Fractional Shares. The Series A Preferred Stock shall be issuable upon
exercise of Pittston Brink's Group rights issued pursuant to the Rights
Agreement in whole shares or in any fraction of a share that is not smaller than
one one-thousandth (1/1000th) of a share or any integral multiple of such
fraction. At the election of the Corporation, prior to the first issuance of a
share or a fraction of a share of Series A Preferred Stock, either (1)
certificates may be issued to evidence such authorized fraction of a share of
Series A Preferred Stock, or (2) any such

authorized fraction of a share of Series A Preferred Stock may be evidenced by
depositary receipts pursuant to an appropriate agreement between the Corporation
and a depositary selected by the Corporation; provided that such agreement shall
provide that the holders of such depositary receipts shall have all the rights,
privileges and preferences to which they are entitled as beneficial owners of
the Series A Preferred Stock.

     10. Reacquired Shares. Any shares of Series A Preferred Stock purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired
and canceled promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued shares of Preferred Stock,
without designation as to series until such shares are once more designated as
part of a particular series by the Board of Directors pursuant to the provisions
of the first paragraph of Division II of Article III.

     11. Amendment. None of the powers, preferences and relative, participating,
optional and other special rights of the Series A Preferred Stock as provided
herein shall be amended in any manner which would alter or change the powers,
preferences, rights or privileges of the holders of Series A Preferred Stock so
as to affect them adversely without the affirmative vote of the holders of more
than 66-2/3 percent of the outstanding shares of Series A Preferred Stock,
voting as a separate class.

     B.   Series B Participating Cumulative Preferred Stock

     1. Designation and Number of Shares. The shares of such series shall be
designated as "Series B Participating Cumulative Preferred Stock" (the "Series B
Preferred Stock"). The number of shares initially constituting the Series B
Preferred Stock shall be 20,000; provided, however, that if more than a total of
20,000 shares of Series B Preferred Stock shall be issuable upon the exercise of
Pittston Minerals Group Rights issued pursuant to the Amended and Restated
Rights Agreement dated as of January 19, 1996, between the Corporation and
Chemical Bank, as Rights Agent (the "Rights Agreement"), the Board of Directors
of the Corporation, pursuant to Section 13.1-639 of the Virginia Stock
Corporation Act, shall direct by resolution or resolutions that articles of
amendment to these Articles of Incorporation be properly executed, acknowledged,
filed and recorded, in accordance with the provisions of Section 13.1-604
thereof, providing for the total number of shares of

Series B Preferred Stock authorized to be issued to be increased (to the extent
that the Articles of Incorporation then permit) to the largest number of whole
shares (rounded up to the nearest whole number) issuable upon exercise of such
Rights.

     2.   Dividends or Distributions.

          (a) Subject to the prior and superior rights of the holders of shares
of any other series of Preferred Stock or other class of capital stock not by
its terms ranking on a parity with, or junior to, the shares of Series B
Preferred Stock with respect to dividends, the holders of shares of the Series B
Preferred Stock shall be entitled to receive, when and as declared by the Board
of Directors, out of the assets of the Corporation legally available therefor,
(1) quarterly dividends payable in cash on the first day of March, June,
September and December in each year (each such date being referred to herein as
a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or a fraction of a share of
Series B Preferred Stock, of $10.00 per whole share (rounded to the nearest
cent) less the amount of all cash dividends declared on the Series B Preferred
Stock pursuant to the following clause (2) since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a share of
Series B Preferred Stock, and (2) dividends payable in cash on the payment date
for each cash dividend declared on Minerals Stock in an amount per whole share
(rounded to the nearest cent) equal to the Minerals Formula Number (as defined
below) then in effect times the cash dividends then to be paid on each share of
Minerals Stock. In addition, if the Corporation shall pay any dividend or make
any distribution on Minerals Stock payable in assets, securities or other forms
of noncash consideration (other than dividends or distributions solely in shares
of Minerals Stock), then, in each such case, the Corporation shall
simultaneously pay or make on each outstanding share of Series B Preferred Stock
a dividend or distribution in like kind of the Minerals Formula Number then in
effect times such dividend or distribution on each share of Minerals Stock. As
used herein, the "Minerals Formula Number" shall be 1,000; provided, however,
that if at any time after July 26, 1993, the Corporation shall (x) declare or
pay any dividend on Minerals Stock payable in shares of Minerals Stock or make
any distribution on Minerals Stock in shares of Minerals Stock, (y) subdivide
(by a stock split or otherwise) the outstanding shares of Minerals Stock into a
larger number of shares of Minerals

Stock or (z) combine (by a reverse stock split or otherwise) the outstanding
shares of Minerals Stock into a smaller number of shares of Minerals Stock, then
in each such event the Minerals Formula Number shall be adjusted to a number
determined by multiplying the Minerals Formula Number in effect immediately
prior to such event by a fraction, the numerator of which is the number of
shares of Minerals Stock that are outstanding immediately after such event and
the denominator of which is the number of shares of Minerals Stock that are
outstanding immediately prior to such event (and rounding the result to the
nearest whole number); and provided further, that if at any time after July 26,
1993, the Corporation shall issue any shares of its capital stock in a
reclassification or change of the outstanding shares of Minerals Stock
(including any such reclassification or change in connection with a merger in
which the Corporation is the surviving corporation), then in each such event the
Minerals Formula Number shall be appropriately adjusted to reflect such
reclassification or change.

          (b) The Corporation shall declare a dividend or distribution on the
Series B Preferred Stock as provided in Section 2(a) above immediately prior to
or at the same time it declares a dividend or distribution on Minerals Stock
(other than a dividend or distribution solely in shares of Minerals Stock);
provided, however, that in the event no dividend or distribution (other than a
dividend or distribution in shares of Minerals Stock) shall have been declared
on Minerals Stock during the period between any Quarterly Dividend Payment Date
and the next subsequent Quarterly Dividend Payment Date, a dividend of $2.00 per
share on the Series B Preferred Stock shall nevertheless be payable on such
subsequent Quarterly Dividend Payment Date. The Board of Directors may fix a
record date for the determination of holders of shares of Series B Preferred
Stock entitled to receive a dividend or distribution declared thereon, which
record date shall be the same as the record date for any corresponding dividend
or distribution on Minerals Stock.

          (c) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series B Preferred Stock from and after the Quarterly Dividend Payment
Date next preceding the date of original issue of such shares of Series B
Preferred Stock; provided, however, that dividends on such shares which are
originally issued after the record date for the determination of holders of
shares of Series B Preferred Stock entitled to receive a quarterly dividend and
on or prior to the next succeeding Quarterly Dividend Payment Date shall begin
to accrue and be

cumulative from and after such Quarterly Dividend Payment Date. Accrued but
unpaid dividends shall not bear interest. Dividends paid on the shares of Series
B Preferred Stock in an amount less than the total amount of such dividends at
the time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding.

          (d) So long as any shares of the Series B Preferred Stock are
outstanding, no dividends or other distributions shall be declared, paid or
distributed, or set aside for payment or distribution, on Minerals Stock unless,
in each case, the dividend required by this Section 2 to be declared on the
Series B Preferred Stock shall have been declared.

          (e) The holders of the shares of Series B Preferred Stock shall not be
entitled to receive any dividends or other distributions except as provided
herein.

     3. Voting Rights. The holders of shares of Series B Preferred Stock shall
have the following voting rights:

          (a) Each holder of Series B Preferred Stock shall be entitled to a
number of votes equal to the product of (1) the Minerals Formula Number then in
effect for each share of Series B Preferred Stock held of record on each matter
on which holders of Minerals Stock are entitled to vote times (2) the maximum
number of votes per share which the holders of Minerals Stock then have with
respect to such matter.

          (b) Except as otherwise provided herein or by applicable law, the
holders of shares of Series B Preferred Stock, the holders of shares of Minerals
Stock and the holders of any other class of capital stock entitled to vote in
the election of directors shall vote together as one class for the election of
directors of the Corporation. In addition, the holders of Series B Preferred
Stock and the holders of Minerals Stock shall vote together as one class on all
other matters submitted to a vote of holders of Minerals Stock.

          (c) If at the time of any annual meeting of shareholders for the
election of directors, the equivalent of six quarterly dividends (whether or not
consecutive) payable on any share or shares of Series B Preferred Stock are in
default, the number of directors constituting the Board of Directors of the
Corporation shall be increased by two. In addition to voting

together with other holders of capital stock as set forth in Section 3(a) for
the election of other directors of the Corporation, the holders of record of the
Series B Preferred Stock, voting separately as a class to the exclusion of such
other holders, shall be entitled at said meeting of shareholders (and at each
subsequent annual meeting of shareholders), unless all dividends in arrears have
been paid or declared and set apart for payment prior thereto, to vote for the
election of two directors of the Corporation, the holders of any Series B
Preferred Stock being entitled to cast a number of votes per share of Series B
Preferred Stock equal to the Minerals Formula Number. Until the default in
payments of all dividends which permitted the election of said directors shall
cease to exist any director who shall have been so elected pursuant to the next
preceding sentence may be removed at any time, either with or without cause,
only the affirmative vote of the holders of the shares at the time entitled to
cast a majority of the votes entitled to be cast for the election of any such
director at a special meeting of such holders called for that purpose, and any
vacancy thereby created may be filled by the vote of such holders. If and when
such default shall cease to exist, the holders of the Series B Preferred Stock
shall be divested of the foregoing special voting rights, subject to revesting
in the event of each and every subsequent like default in payments of dividends.
Upon the termination of the foregoing special voting rights, the terms of office
of all persons who may have been elected directors pursuant to said special
voting rights shall forthwith terminate, and the number of directors
constituting the Board of Directors shall be reduced by two. The voting rights
granted by this Section 3(c) shall be in addition to any other voting rights
granted to the holders of the Series B Preferred Stock in this Section 3.

          (d) Except as provided herein, in Section 11 or by applicable law,
holders of Series B Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled to
vote with holders of Mineral Stock as set forth herein) for authorizing or
taking any corporate action.

     4.   Certain Restrictions.

          (a) Whenever quarterly dividends or other dividends or distributions
payable on the Series B Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on 

shares of Series B Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:

               (i) declare or pay dividends on, make any other distributions on,
or redeem or purchase or otherwise acquire for consideration any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series B Preferred Stock;

               (ii) declare or pay dividends on or make any other distributions
on any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series B Preferred Stock,
except dividends paid ratably on the Series B Preferred Stock and all such
parity stock on which dividends are payable or in arrears in proportion to the
total amounts to which the holders of all such shares are then entitled;

               (iii) redeem or purchase or otherwise acquire for consideration
shares of any stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series B Preferred Stock;
provided that the Corporation may at any time redeem, purchase or otherwise
acquire shares of the Corporation ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the Series B Preferred Stock; or

               (iv) purchase or otherwise acquire for consideration any shares
of Series B Preferred Stock, or any shares of stock ranking on a parity with the
Series B Preferred Stock, except in accordance with a purchase offer made in
writing or by publication (as determined by the Board of Directors) to all
holders of such shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative rights
and preferences of the respective series and classes, shall determine in good
faith will result in fair and equitable treatment among the respective series or
classes.

          (b) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under subparagraph (a) of this Section
4, purchase or otherwise acquire such shares at such time and in such manner.

     5. Liquidation Rights. Upon the liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, no distribution shall be made
(a) to the holders of shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution, or winding up) to the Series B Preferred Stock
unless, prior thereto, the holders of shares of Series B Preferred Stock shall
have received an amount equal to the accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment,
plus an amount equal to the greater of (i) $40 per share or (ii) an aggregate
amount per share equal to the Minerals Formula Number then in effect times the
aggregate amount to be distributed per share to holders of Minerals Stock, or
(b) to the holders of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series B Preferred Stock,
except distributions made ratably on the Series B Preferred Stock and all other
such parity stock in proportion to the total amounts to which the holders of all
such shares are entitled upon such liquidation, dissolution or winding up.

     6. Consolidation, Merger, etc. In case the Corporation shall enter into any
consolidation, merger, combination, statutory share exchange or other
transaction in which the shares of Minerals Stock are exchanged for or changed
into other stock or securities, cash or any other property, then in any such
case the then outstanding shares of Series B Preferred Stock shall at the same
time be similarly exchanged or changed in an amount per share equal to the
Minerals Formula Number then in effect times the aggregate amount of stock,
securities, cash or any other property (payable in kind), as the case may be,
into which or for which each share of Minerals Stock is exchanged or changed.

     7.   Redemption; No Sinking Fund.

          (a) The outstanding shares of Series B Preferred Stock may be redeemed
at the option of the Board of Directors as a whole, but not in part, at any time
at which, in the good faith determination of the Board of Directors, no person
beneficially owns more than 10 percent of the aggregate voting power represented
by all the outstanding shares of capital stock of the Corporation generally
entitled to vote in the election of Directors of the Corporation, at a cash
price per share equal to (i) 125 percent of the product of the Minerals Formula
Number times the Minerals Stock Market Value (as such term is hereinafter
defined), plus (ii) all dividends which on the redemption date have accrued on
the shares to be redeemed and

have not been paid or declared and a sum sufficient for the payment thereof set
apart, without interest. The "Minerals Stock Market Value" on any date shall be
deemed to be the average of the daily closing prices, per share, of Minerals
Stock for the 30 consecutive Trading Days immediately prior to the date in
question. The closing price for each Trading Day shall be the last sale price,
regular way, or, in case no such sale takes place on such Trading Day, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system if Minerals
Stock is listed or admitted to trading on a national securities exchange, or, if
Minerals Stock is not listed or admitted to trading on any national securities
exchange, the last quoted price or, if not so quoted, the average of the high
bid and low asked prices in the over-the-counter market, as reported by the
National Association of Securities Dealers, Inc. Automated Quotations System or
such other system then in use, or, if on any such Trading Day Minerals Stock is
not quoted by any such organization, the average of the closing bid and asked
prices as furnished by a professional marketmaker making a market in Minerals
Stock selected by the Board of Directors of the Corporation. If on any such
Trading Day no market maker is making a market in Minerals Stock, the fair value
of Minerals Stock on such Trading Day shall mean the fair value of Minerals
Stock as determined in good faith by the Board of Directors of the Corporation.
"Trading Day" shall mean a day on which the principal national securities
exchange on which Minerals Stock is listed or admitted to trading is open for
the transaction of business or, if Minerals Stock is not listed or admitted to
trading on any national securities exchange, a Monday, Tuesday, Wednesday,
Thursday or Friday which is not a day on which banking institutions in the
Borough of Manhattan, the City of New York, are authorized or obligated by law
or executive order to close.

          (b) The shares of Series B Preferred Stock shall not be subject to or
entitled to the operation of a retirement or sinking fund.

     8. Ranking. The Series B Preferred Stock shall rank senior to Brink's
Stock, Minerals Stock and BAX Stock, on a parity with the Corporation's Series A
Participating Cumulative Preferred Stock, par value $10 per share, and the
Corporation's Series D Participating Cumulative Preferred Stock, par value $10
per share, and junior to all other series of Preferred Stock of the Corporation,
unless the Board of Directors shall specifically determine otherwise in fixing
the powers, preferences and

relative, participating, optional and other special rights of the shares of such
series and the qualifications, limitations and restrictions thereof.

     9. Fractional Shares. The Series B Preferred Stock shall be issuable upon
exercise of Pittston Minerals Group Rights issued pursuant to the Rights
Agreement in whole shares or in any fraction of a share that is not smaller than
one one-thousandth (1/1000th) of a share or any integral multiple of such
fraction. At the election of the Corporation, prior to the first issuance of a
share or a fraction of a share of Series B Preferred Stock, either (1)
certificates may be issued to evidence such authorized fraction of a share of
Series B Preferred Stock, or (2) any such authorized fraction of a share of
Series B Preferred Stock may be evidenced by depositary receipts pursuant to an
appropriate agreement between the Corporation and a depositary selected by the
Corporation; provided that such agreement shall provide that the holders of such
depositary receipts shall have all the rights, privileges and preferences to
which they are entitled as beneficial owners of the Series B Preferred Stock.

     10. Reacquired Shares. Any shares of Series B Preferred Stock purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired
and canceled promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued shares of Preferred Stock,
without designation as to series until such shares are once more designated as
part of a particular series by the Board of Directors pursuant to the provisions
of the first paragraph of Division II of Article III.

     11. Amendment. None of the powers, preferences and relative, participating,
optional and other special rights of the Series B Preferred Stock as provided
herein shall be amended in any manner which would alter or change the powers,
preferences, rights or privileges of the holders of Series B Preferred Stock so
as to affect them adversely without the affirmative vote of the holders of more
than 66-2/3 percent of the outstanding shares of Series B Preferred Stock,
voting as a separate class.

     C.   $31.25 Series C Cumulative Convertible Preferred Stock

     1. Designation and Number of Shares. The shares of such series shall be
designated "$31.25 Series C Cumulative

Convertible Preferred Stock" (hereinafter called "this Series"). The number of
shares constituting this Series is 161,000. Shares of this Series shall have a
stated capital of $10.00 per share. The number of authorized shares of this
Series may be reduced by further resolution adopted by the Board of Directors
and by the filing of articles of amendment pursuant to the provisions of the
Virginia Stock Corporation Act stating that such reduction has been so
authorized, but the number of authorized shares of this Series shall not be so
increased.

     2.   Dividends.

          (a) The annual dividend for each share of this Series shall be $31.25.
Such dividends shall be cumulative from the date of original issue of such
shares, and shall be payable, in cash, when, as and if declared by the Board of
Directors, out of funds legally available for such purpose on the first calendar
day of March, June, September and December of each year, commencing March 1,
1994; provided, however, that if any such date is a Saturday, Sunday or legal
holiday, then such dividend shall be payable on the next calendar day which is
not a Saturday, Sunday or legal holiday.

          (b) Each dividend on shares of this Series shall be paid to the
holders of record of such shares as they appear on the stock transfer books of
the Corporation on such record date, not exceeding 70 days preceding the payment
date thereof, as shall be fixed by the Board of Directors. Dividends in arrears
for any past dividend period or any part thereof may be declared and paid at any
time, without reference to any regular dividend payment date, to holders of
record on such date, not exceeding 70 days preceding the payment date thereof,
as may be fixed by the Board of Directors.

          (c) Except as hereinafter provided, no dividends shall be declared or
paid or set apart for payment on the Preferred Stock of any series ranking
substantially equal ("parity") or junior to this Series as to dividends for any
period unless full cumulative dividends have been or contemporaneously are
declared and paid on this Series for all past dividend periods. When dividends
are not paid in full, as aforesaid, upon the shares of this Series, all
dividends declared upon shares of this Series and any other Preferred Stock
ranking on a parity as to dividends with this Series shall be declared pro rata
so that the amount of dividends per share on this Series and such other
Preferred Stock shall in all cases bear to each

other the same ratio that accrued dividends per share on this Series and such
other Preferred Stock bear to each other. Holders of shares of this Series shall
not be entitled to any dividends, whether payable in cash, property or stock, in
excess of full cumulative dividends, as herein provided, on this Series. No
interest, or sum of money in lieu of interest, shall be payable in respect of
any dividend payment or payments on this Series which may be in arrears.

          (d) So long as any shares of this Series are outstanding, no dividend
(other than a dividend in Common Stock or in any other stock of the Corporation
ranking junior to this Series as to dividends and upon liquidation and other
than as provided in Section 2(c)) shall be declared or paid or set aside for
payment or other distribution declared or made upon the Common Stock or any
other stock of the Corporation ranking junior to, or on a parity with, this
Series as to dividends or upon liquidation, nor shall any Common Stock nor any
other stock of the Corporation ranking junior to, or on a parity with, this
Series as to dividends or upon liquidation be redeemed, purchased or otherwise
acquired for any consideration (or any moneys be paid to or made available for a
sinking fund for the redemption of any shares of any such stock) by the
Corporation (except by conversion into or exchange for stock of the Corporation
ranking junior to this Series as to dividends and upon liquidation) unless, in
each case, the full cumulative dividends on all outstanding shares of this
Series shall have been paid or contemporaneously are declared and paid for all
past dividend periods.

          (e) Dividends payable on this Series for each full quarterly dividend
period shall be computed by dividing the annual dividend by four. Dividends
payable on this Series for any period shorter or longer than a full quarterly
dividend period, including for the initial dividend period, shall be computed on
the basis of a 360-day year of twelve 30-day months.

     3. Optional Redemption. Except as provided in Section 4, the shares of this
Series shall not be redeemable by the Corporation prior to February 1, 1997. On
and after February 1, 1997, shares of this Series may be redeemed, in whole at
any time or in part from time to time, at the option of the Corporation, out of
funds legally available for such purpose, for cash in an amount equal to the
following Redemption Prices if redeemed during the twelve-month period beginning
February 1 of the year indicated below, upon giving notice as provided in

Section 5:

Year                                    Redemption Price
                                       
1997 . . . . . . . . . . . . . . . . . . . .$521.875
1998 . . . . . . . . . . . . . . . . . . . . 518.750
1999 . . . . . . . . . . . . . . . . . . . . 515.625
2000 . . . . . . . . . . . . . . . . . . . . 512.500
2001 . . . . . . . . . . . . . . . . . . . . 509.375
2002 . . . . . . . . . . . . . . . . . . . . 506.250
2003 . . . . . . . . . . . . . . . . . . . . 503.125
2004 and thereafter. . . . . . . . . . . . . 500.000

plus, in each case, an amount equal to accrued and unpaid dividends thereon to
the date fixed for redemption.

     4.   Mandatory Redemption.

          (a) Acquisition Redemption. If the Acquisition is not consummated on
or prior to March 1, 1994, shares of this Series shall be redeemed by the
Corporation, in whole, out of funds legally available for such purpose, for cash
in an amount equal to the Redemption Price plus an amount equal to accrued and
unpaid dividends thereon to the date fixed for redemption (such a redemption is
hereinafter referred to as an "Acquisition Redemption"). The Redemption Date of
shares of this Series pursuant to this Section 4(a) shall be on or prior to
March 11, 1994, as fixed by the Board of Directors.

          (b) Pittston Minerals Group Special Events. If (i) the Corporation or
any of its Subsidiaries shall enter into a transaction or series of transactions
resulting in the Disposition of all or substantially all of the properties and
assets of Pittston Minerals Group under circumstances where the Corporation is
not required to exchange outstanding shares of Minerals Stock for shares of
Brink's Stock, BAX Stock or other Common Stock (other than Minerals Stock)
pursuant to Section 2(b) of Division I of Article III of these Articles of
Incorporation or (ii) the Corporation shall pay a dividend on, or the
Corporation or any of its Subsidiaries shall consummate a tender offer or
exchange offer for, Minerals Stock, and the aggregate amount of such dividend or
the consideration paid in such tender offer or exchange offer is an amount equal
to all or substantially all of the properties and assets of Pittston Minerals
Group (the events described in clauses (b)(i) and (ii) above are hereinafter
collectively referred to as the "Pittston

Minerals Group Special Events"), the Corporation shall redeem shares of this
Series, in whole, within 60 days following any such Pittston Minerals Group
Special Event, for cash in the amount equal to the Redemption Price, plus an
amount equal to accrued and unpaid dividends thereon to the date fixed for
redemption. The Redemption Date on shares of this Series pursuant to this
Section 4(b) shall be (A) the consummation date of the Disposition or the
dividend payment date if such Pittston Minerals Group Special Event involves a
Disposition or the payment of a dividend, respectively, or (B) the consummation
date of the tender offer or exchange offer if such Pittston Minerals Group
Special Event involves a tender offer or exchange offer, respectively. Any
redemption pursuant to this Section 4(b) shall be conditioned upon the
consummation of such Disposition, the payment of such dividend or the
consummation of such tender offer or exchange offer, as the case may be.

     In the event of a Disposition by the Corporation of any equity interest in
any person, the entity or group in which the Corporation, directly or
indirectly, owned a majority equity interest as of the date of such Disposition,
which person, entity or group owned properties and assets of Pittston Minerals
Group as of such date (a "Pittston Minerals Group Company"), to holders of all
the outstanding shares of Minerals Stock on a pro rata basis, solely for the
purpose of determining whether a Disposition of all or substantially all of the
properties and assets of Pittston Minerals Group pursuant to clause (b)(i) above
has occurred, a Disposition of the properties and assets of such Pittston
Minerals Group Company shall only be deemed to have occurred if the Corporation,
directly or indirectly, owns less than 20 percent of the entire equity interest
in such Company immediately after the occurrence of such Disposition. If the
Corporation exchanges all outstanding shares of Minerals Stock for shares of
Brink's Stock, BAX Stock or other Common Stock (other than Minerals Stock)
pursuant to Section 2 of Division I of Article III of these Articles of
Incorporation and, subsequent to such exchange, any event substantially similar
to any Pittston Minerals Group Special Event occurs in respect of Brink's Stock
or BAX Stock, at which time there is another class of Common Stock outstanding
other than Brink's Stock or BAX Stock, the Corporation shall redeem the shares
of this Series, in whole, for cash in the amount equal to the Redemption Price,
plus an amount equal to accrued and unpaid dividends thereon to the date fixed
for redemption. The Redemption Date shall occur, and the conditions in respect
thereof, shall be determined in a manner described above with respect to any
redemption resulting

from any substantially similar Pittston Minerals Group Special Event.

     5. General Redemption Provisions. The following general redemption
provisions shall apply, as the context requires, to any redemption of any shares
of this Series pursuant to Sections 3 and 4:

          (a) In the event that fewer than all the outstanding shares of this
Series are to be redeemed, the number of shares to be redeemed shall be
determined by the Board of Directors and the shares to be redeemed shall be
determined by lot or pro rata as may be determined by the Board of Directors or
by any other method as may be determined by the Board of Directors in its sole
discretion to be equitable; provided, however, that the Corporation may redeem
any number of shares of this Series owned by holders whose aggregate holdings of
such shares do not exceed 100 as may be specified by the Corporation.

          (b) In the event the Corporation shall redeem shares of this Series
pursuant to Section 3, notice of such redemption shall be given, on a date at
least 30 days but not more than 60 days prior to the date fixed for such
redemption by the Board of Directors to each holder of record of the shares of
this Series to be redeemed. Notice of an Acquisition Redemption pursuant to
Section 4(a) shall be given not less than 10 days prior to the date fixed for
such redemption by the Board of Directors to each holder of record of the shares
of this Series. Notice of redemption in connection with any Pittston Minerals
Group Special Event shall be given (i) if such Event involves a Disposition or
the payment of a dividend, not less than 45 days prior to the date selected by
the Board of Directors for the consummation of such Disposition or the payment
of such dividend or (ii) if such Event involves a tender offer or exchange
offer, on the date of public announcement thereof (but in any event not less
than 30 days prior to such redemption). Such notice shall be given by first
class mail, postage prepaid, at such holder's address as the same appears on the
stock transfer books of the Corporation. Neither the failure to mail, to any
particular holder, any notice required by this Section 5(b) nor any defect
therein or in the mailing thereof shall affect the sufficiency of the notice or
the validity of the proceedings for redemption with respect to any other holder.
Any notice which was mailed in the manner herein provided shall be conclusively
presumed to have been duly given on the date mailed whether or not the holder
receives the notice. Each such notice shall state as appropriate: (i) the
Redemption

Date; (ii) the number of shares of this Series to be redeemed and, if fewer than
all the shares held by such holder are to be redeemed, the number or proportion
of such shares to be redeemed from such holder; (iii) the Redemption Price to be
paid in respect of the redemption; (iv) the place or places where certificates
for such shares are to be surrendered for the payment of the Redemption Price;
(v) whether the Corporation is depositing with a bank or trust company on or
before the applicable Redemption Date as provided in Section 5(d) an adequate
amount of money for the payment of the Redemption Price and, if so, the proposed
date of such deposit; (vi) the then current Conversion Price (including, to the
extent any event then known to the Corporation will result in an adjustment to
the Conversion Price on or prior to the Redemption Date, such adjusted
Conversion Price and date of such adjustment) and the date on which the right of
holders to convert shall terminate; (vii) the amount of accrued and unpaid
dividends in respect of the shares of this Series to be redeemed; and (viii)
that dividends on shares of this Series to be redeemed shall cease to accrue on
the Redemption Date.

          (c) Notice having been given as provided in Section 5(b), from and
after the Redemption Date (unless default shall be made by the Corporation in
providing an adequate amount of money for the payment of the Redemption Price
necessary to effect such redemption in accordance with the terms hereof) (i)
dividends on the shares of this Series so called for redemption shall cease to
accrue, (ii) such shares shall no longer be deemed to be outstanding and (iii)
all rights of the holders thereof as holders of shares of this Series shall
cease (except the right to receive from the Corporation the Redemption Price,
without interest thereon, upon surrender and endorsement of their certificates).
Upon surrender in accordance with said notice of the certificates for any shares
so redeemed (properly endorsed or assigned for transfer, unless the Corporation
shall waive such requirement), such shares shall be so redeemed by the
Corporation.

          (d) The Corporation's obligation to provide an adequate amount of
money for the payment of the Redemption Price necessary to effect any redemption
in accordance with Sections 3 and 4 shall be deemed fulfilled if, on or before
the applicable Redemption Date, the Corporation shall deposit with a bank or
trust company that has an office in the Borough of Manhattan, City of New York,
and that has, or is an affiliate of a bank or trust company that has, a capital
and surplus of at least

$50,000,000, an amount of money adequate for the payment of the aggregate
Redemption Price necessary for such redemption in accordance with the terms
hereof, in trust, with irrevocable instructions that such money be applied to
the redemption of the shares of this Series so called for redemption. No
interest shall accrue for the benefit of the holders of shares of this Series to
be redeemed on any money so payable by the Corporation in respect of any
redemption.

     Subject to applicable escheat laws, any money unclaimed at the end of two
years from the related Redemption Date shall revert to the general funds of the
Corporation, after which reversion the holders of such shares so called for
redemption shall look only to the general funds of the Corporation for the
payment of such money. In case fewer than all the shares of this Series
represented by any such certificate are redeemed, a new certificate shall be
issued representing the unredeemed shares without cost to the holder thereof.

          (e) Any shares of this Series which shall at any time have been
redeemed shall, upon the taking of any action required by law, have the status
of authorized but unissued shares of Preferred Stock, without designation as to
series until such shares are once more designated as part of a particular series
by the Board of Directors.

          (f) Notwithstanding the foregoing provisions of Sections 3 through 5,
unless the full cumulative dividends on all outstanding shares of this Series
shall have been paid or contemporaneously are declared and paid for all past
dividend periods, the Corporation may not (i) redeem in part shares of this
Series other than on a pro rata basis or (ii) purchase or otherwise acquire any
shares of this Series other than pursuant to a purchase or exchange offer made
on the same terms to holders of all outstanding shares of this Series.

     6. Conversion. Holders of shares of this Series shall have the right to
convert all or a portion of such shares into shares of Minerals Stock in
accordance with the provisions of this Section 6. For purposes of this Section
6, references to shares of this Series shall apply equally to fractional shares
thereof, but only to the extent such fractional shares are integral multiples of
one-tenth of one share of this Series. (a) Subject to and upon compliance with
the provisions of this Section 6, a holder of shares of this Series shall have
the right, at such holder's option, at any time after March 11, 1994,

to convert such shares into the number of fully paid and nonassessable shares of
Minerals Stock equal to the quotient of (i) the product of the initial
liquidation preference for shares of this Series of $500.00 per share times the
number of shares of this Series to be converted, divided by (ii) the Conversion
Price (as in effect on the date provided for in the last paragraph of Section
6(b)) by surrendering the certificates representing such shares to be converted,
such surrender to be made in the manner provided in accordance with this Section
6; provided, however, that the right to convert shares of this Series called for
redemption pursuant to (A) Sections 3, 4(a) and 4(b) (but, in the case of
Section 4(b), only to the extent the Pittston Minerals Group Special Event does
not involve the payment of a dividend) shall terminate at the close of business
on the related Redemption Date or (B) Section 4(b) (but only to the extent the
Pittston Minerals Group Special Event involves the payment of a dividend) shall
terminate on the 31st day prior to the date selected by the Board of Directors
for the payment of such dividend, unless the Corporation shall default in making
payment of any moneys payable upon such redemption under Sections 3 and 4.

          (b) In order to exercise the conversion right, the holder of any
shares of this Series to be converted shall surrender the certificate
representing such shares, duly endorsed or assigned to the Corporation or in
blank, at the office of the Transfer Agent, accompanied by written notice to the
Corporation that the holder thereof elects to convert such shares or a specified
portion thereof. Unless the shares issuable on conversion are to be issued in
the same name as the name in which such shares of this Series are registered,
any shares surrendered for conversion shall be accompanied by instruments of
transfer, in form satisfactory to the Corporation, duly executed by the holder
or such holder's duly authorized attorney and an amount sufficient to pay any
transfer or similar tax (or evidence reasonably satisfactory to the Corporation
demonstrating that such taxes have been paid). Holders of shares of this Series
at the close of business on a record date for determining shareholders entitled
to receive a dividend shall be entitled to receive the dividend payable on such
shares on the corresponding dividend payment date (except that holders of shares
called for redemption on a Redemption Date occurring between the close of
business on such record date and the opening of business on such dividend
payment date shall not be entitled to receive such dividend on such dividend
payment date) notwithstanding the conversion thereof following the close of
business on such

dividend record date and prior to the opening of business on such dividend
payment date. However, shares of this Series surrendered for conversion during
the period between the close of business on such dividend record date and the
opening of business on such dividend payment date (except shares called for
redemption on a Redemption Date during such period) must be accompanied by
payment of an amount equal to the dividend payable on such shares on such
dividend payment date. A holder of shares of this Series on a dividend record
date who (or whose transferee) tenders any such shares for conversion into
shares of Minerals Stock on a dividend payment date will receive the dividend
payable by the Corporation on such shares of this Series on such date, and the
converting holder need not include payment of the amount of such dividend upon
surrender of such shares for conversion. Except as provided above, the
Corporation shall make no payment or allowance for unpaid dividends, whether or
not in arrears, on converted shares or for dividends on the shares of Minerals
Stock issued upon such conversion. As promptly as practicable after the
surrender of certificates for shares of this Series as aforesaid, the
Corporation shall issue and shall deliver at such office to such holder, or on
such holder's written order, a certificate or certificates for the number of
full shares of Minerals Stock issuable upon the conversion of such shares in
accordance with the provisions of this Section 6, and any fractional interest in
respect of a share of Minerals Stock arising upon such conversion shall be
settled as provided in Section 6(c). Each conversion shall be deemed to have
been effected immediately prior to the close of business on the date on which
the certificates for shares of this Series shall have been surrendered and the
notice referred to in the third preceding paragraph (and, if applicable, payment
of an amount equal to the dividend payable on such shares as described in the
second preceding paragraph) shall have been received by the Corporation as
aforesaid, and the person or persons in whose name or names any certificate or
certificates for shares of Minerals Stock shall be issuable upon such conversion
shall be deemed to have become the holder or holders of record of the shares
represented thereby at such time on such date and such conversion shall be at
the Conversion Price in effect at such time on such date.

          (c) No fractional shares or scrip representing fractions of shares of
Minerals Stock or any other Common Stock of the Corporation shall be issued upon
conversion of any share of this Series. Instead of any fractional interest in a
share of Minerals Stock or such other Common Stock that would otherwise be

deliverable upon the conversion of a share of this Series, the Corporation shall
pay to the holder of such share an amount in cash based upon the Closing Price
of Minerals Stock or such other Common Stock on the Trading Day immediately
preceding the date of conversion. If more than one share shall be surrendered
for conversion at one time by the same holder, the number of full shares of
Minerals Stock or such other Common Stock issuable upon conversion thereof shall
be computed on the basis of the aggregate number of shares of this Series so
surrendered.

          (d) The Conversion Price per share of Minerals Stock shall be adjusted
from time to time as follows:

               (i) If the Corporation shall, after the date on which shares of
this Series are initially issued, (A) pay a dividend or make a distribution on
any class of its capital stock in shares of Minerals Stock, (B) subdivide the
outstanding Minerals Stock into a greater number of shares or (C) combine the
outstanding Minerals Stock into a smaller number of shares, then the Conversion
Price in effect at the opening of business on the day next following the date
fixed for the determination of shareholders entitled to receive such dividend or
distribution or at the opening of business on the day next following the day on
which such subdivision or combination becomes effective, as the case may be,
shall be adjusted so that the holder of any share of this Series thereafter
surrendered for conversion shall be entitled to receive the number of shares of
Minerals Stock that such holder would have owned or have been entitled to
receive after the happening of any of the events described above had such share
been converted immediately prior to the record date in the case of a dividend or
distribution or the effective date in the case of a subdivision or combination.
An adjustment made pursuant to this Section 6(d)(i) shall become effective
immediately after the opening of business on the day next following the record
date (except as provided in Section 6(m)) in the case of a dividend or
distribution and shall become effective immediately after the opening of
business on the day next following the effective date in the case of a
subdivision or combination.

               (ii) If the Corporation shall issue, after the date on which
shares of this Series are initially issued, rights or warrants (other than any
rights or warrants (including Minerals Rights) referred to in Section 6(d)(iii)
below) to all holders of Minerals Stock entitling them (for a period expiring
within 45 days after the record date mentioned below) to

subscribe for or purchase Minerals Stock at a price per share less than the
Current Market Price per share of Minerals Stock on the record date for the
determination of shareholders entitled to receive such rights or warrants, then
the Conversion Price in effect at the opening of business on the day next
following such record date shall be adjusted to equal the price determined by
multiplying (A) the Conversion Price in effect immediately prior to the opening
of business on the day next following the date fixed for such determination by
(B) a fraction, the numerator of which shall be the sum of (I) the number of
shares of Minerals Stock outstanding on the close of business on the date fixed
for such determination and (II) the number of shares that the aggregate proceeds
to the Corporation from the exercise of such rights or warrants for Minerals
Stock would purchase at such Current Market Price and the denominator of which
shall be the sum of (x) the number of shares of Minerals Stock outstanding on
the close of business on the date fixed for such determination and (y) the
number of additional shares of Minerals Stock offered for subscription or
purchase pursuant to such rights or warrants. Such adjustment shall become
effective immediately after the opening of business on the day next following
such record date (except as provided in Section 6(m)). In determining whether
any rights or warrants entitle the holders of Minerals Stock to subscribe for or
purchase shares of Minerals Stock at less than the Current Market Price thereof,
there shall be taken into account any consideration received by the Corporation
upon issuance and upon exercise of such rights or warrants, the value of such
consideration, if other than cash, to be determined by the Board of Directors.

               (iii) If the Corporation shall distribute to all holders of
Minerals Stock any shares of capital stock (other than Common Stock of the
Corporation), evidences of indebtedness, cash or other assets of the Corporation
(including securities, but excluding (A) any dividend or distribution referred
to in Section 6(d)(i), (B) any rights or warrants referred to in Section
6(d)(ii) or in the second paragraph of this section 6(d)(iii), (C) any dividend
or distribution paid exclusively in cash or (D) any stocks, securities or other
property received as a result of a transaction referred to in Section 6(f) (any
of the foregoing being hereinafter referred to in this Section 6(d)(iii) as the
"Securities"), then in each such case the Conversion Price shall be adjusted so
that it shall equal the price determined by multiplying (I) the Conversion Price
in effect immediately prior to the close of business on the date fixed for the
determination of shareholders entitled to receive such distribution by (II) a

fraction, the numerator of which shall be the Current Market Price per share of
the Minerals Stock on the record date mentioned below less the then fair market
value (as determined by the Board of Directors) of the portion of the Securities
so distributed to one share of Minerals Stock and the denominator of which shall
be the Current Market Price per share of the Minerals Stock on the record date
mentioned below. Such adjustment shall become effective immediately at the
opening of business on the day next following the record date for the
determination of shareholders entitled to receive such distribution (except as
provided in Section 6(m)). With respect to the Amended and Restated Rights
Agreement dated as of July 26, 1993 (as amended, further restated or otherwise
modified from time to time, the "Restated Rights Agreement") between the
Corporation and Chemical Bank (terms used in this paragraph and not otherwise
defined herein have the meanings ascribed thereto in the Restated Rights
Agreement), the Conversion Price will be adjusted only when Minerals Rights
issuable pursuant thereto become exercisable after the Corporation's right of
redemption thereunder has expired. Subject to the foregoing, upon the later to
occur of the Distribution Date and a Triggering Event (the "Adjustment Date"),
the Conversion Price in effect at the opening of business on the Adjustment Date
shall be adjusted to equal the price determined by multiplying (A) such
Conversion Price by (B) a fraction, the numerator of which shall be equal to the
Current Market Price per share of Minerals Stock on the Trading Day immediately
prior to the Adjustment Date less an amount equal to the quotient of (I) the
aggregate fair market value on the Adjustment Date (as determined by the Board
of Directors) of Minerals Rights distributed under the Restated Rights Agreement
divided by (II) the number of shares of Minerals Stock outstanding on the
Trading Date immediately prior to the Adjustment Date and the denominator of
which shall be equal to such Current Market Price per share of Minerals Stock.
Such adjustment shall become effective immediately after the opening of business
on the day next following such Adjustment Date.

               (iv) If the Corporation shall, by dividend or otherwise, at any
time distribute to all holders of Minerals Stock cash (excluding any regular
quarterly dividend payable solely in cash, any cash that is distributed as part
of a distribution requiring a Conversion Price adjustment pursuant to Section
6(d)(iii) and cash that is distributed in a merger or consolidation to which
Section 6(f) applies) in an aggregate amount that, together with (A) the
aggregate amount of any other distributions to all holders of Minerals Stock
made exclusively

in cash (to which this Section 6(d)(iv) would otherwise apply) within the 12
months preceding the date of payment of such distribution and in respect of
which no Conversion Price adjustment has been made and (B) all excess Purchase
Payments in respect of each tender offer or exchange offer for, or other
negotiated purchase of, Minerals Stock concluded by the Corporation or any of
its Subsidiaries within the 12 months preceding the date of payment of such
distribution and in respect of which no Conversion Price adjustment has been
made, exceeds an amount equal to 12 1/2 percent of the product of the Current
Market Price per share of Minerals Stock on the date fixed for determination of
holders of Minerals Stock entitled to receive such distribution times the number
of shares of Minerals Stock outstanding on such date, then the Conversion Price
shall be adjusted so that it shall equal the price determined by multiplying (A)
such Conversion Price in effect immediately prior to the Conversion Price
adjustment contemplated by this Section 6(d)(iv) by (B) a fraction, the
numerator of which shall be the Current Market Price per share of Minerals Stock
on the date fixed for determination of holders of Minerals Stock entitled to
receive such distribution less that combined amount of such cash and such Excess
Purchase Payments so distributed applicable to one share of Minerals Stock and
the denominator of which shall be such Current Market Price per share of
Minerals Stock on such date of determination. Such adjustment shall become
effective immediately prior to the opening of business on the day next following
the date fixed for such determination.

               (v) In case the Corporation or any of its Subsidiaries makes a
tender offer or exchange offer for, or other negotiated purchase of, all or any
portion of Minerals Stock, if the aggregate amount of any Excess Purchase
Payment, together with (A) the aggregate amount of any distributions made to all
holders of Minerals Stock made exclusively in cash (excluding any regular
quarterly dividend payable solely in cash, any cash that is distributed as part
of a distribution requiring a Conversion Price adjustment pursuant to Section
6(d)(iii) and cash that is distributed in a merger or consolidation to which
Section 6(f) applies) within the 12 months preceding the consummation of such
tender or exchange offer or other negotiated purchase and in respect of which no
Conversion Price adjustment has been made and (B) all other excess Purchase
Payments in respect of each tender or offer for, or other negotiated purchase
of, Minerals Stock concluded by the Corporation or any of its Subsidiaries
within the 12 months preceding the consummation of such tender or

exchange offer or other negotiated purchase and in respect of which no
Conversion Price adjustment has been made, exceeds an amount equal to 12 1/2
percent of the product of the Current Market Price per share of Minerals Stock
on the consummation date of such tender or exchange offer or other negotiated
purchase (any such date, the "Purchase Date") times the number of shares of
Minerals Stock outstanding (including any tendered, exchanged or purchased
shares) on such Purchase Date, then the Conversion Price shall be adjusted so
that it shall equal the price determined by multiplying (I) such Conversion
Price in effect immediately prior to such Purchase Date by (II) a fraction, the
numerator of which shall be the Current Market Price per share of Minerals Stock
on such Purchase Date less the combined amount of Excess Purchase Payments and
such cash so distributed applicable to one share of Minerals Stock and the
denominator of which shall be such Current Market Price per share on such
Purchase Date. Such adjustment shall become effective immediately prior to the
opening of business on the day next following such Purchase Date.

               (vi) The Corporation from time to time may reduce the Conversion
Price by any amount for any period of at least 20 business days (or such other
period as may then be required by applicable law), provided that the Board of
Directors shall have determined that such reduction is in the best interests of
the Corporation. No reduction in the Conversion Price pursuant to this Section
6(d)(vi) shall become effective unless the Corporation shall have mailed a
notice, at least 15 days prior to the date on which such reduction is scheduled
to become effective, to each holder of shares of this Series. Such notice shall
be given by first class mail, postage prepaid, at such holder's address as the
same appears on the stock transfer books of the Corporation. Such notice shall
state the amount per share by which the Conversion Price will be reduced and the
period for which such reduction will be in effect.

               (vii) The Corporation may make such reductions in the Conversion
Price, in addition to those required by Sections 6(d)(i) through (v), as the
Board of Directors determines to be necessary in order that any event treated
for Federal income tax purposes as dividend of stock or stock rights will not be
taxable to the recipients; provided, however, that any such reduction shall not
be effective until written evidence of the action of the Board of Directors
authorizing such reduction shall be filed with the Secretary of the Corporation
and notice thereof shall have been given by first class mail, postage prepaid,
to each

holder of shares of this Series at such holder's address as the same appears on
the stock transfer books of the Corporation.

          (e) No adjustment in the Conversion Price shall be required unless
such adjustment would require a cumulative increase or decrease of at least 1
percent in such Price; provided, however, that any adjustment that by reason of
this Section 6(e) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment until made; provided, further, that
any adjustment shall be required and made in accordance with the provisions of
this Section 6 (other than this Section 6(e)) not later than such time as may be
required in order to preserve the tax-free nature of a distribution to the
holders of shares of Minerals Stock or any other Common Stock into which shares
of this Series are convertible. Notwithstanding any other provisions of this
Section 6, the Corporation shall not be required to make any adjustment of any
Conversion Price established hereunder for the issuance of any shares of Common
Stock of the Corporation (including Minerals Stock) pursuant to any plan
providing for the reinvestment of dividends or interest payable on securities of
the Corporation and the investment of additional optional amounts in shares of
such Common Stock under such plan. All calculations under this Section 6 shall
be made to the nearest 1/100 of a cent (with $.00005 being rounded upward) or to
the nearest 1/10,000 of a share (with .00005 of a share being rounded upward),
as the case may be.

          (f) If the Corporation shall be a party to any transaction (including,
without limitation, a merger or consolidation of the Corporation and excluding
any transaction as to which Section 6(d) applies), in each case as a result of
which shares of Minerals Stock shall be converted into the right to receive
stock, securities or other property (including cash or any combination thereof)
(each of the foregoing being referred to herein as a "Transaction"), each share
of this Series which is not converted into the right to receive stock,
securities or other property in connection with such Transaction shall
thereafter be convertible into the kind and amount of shares of stock,
securities and other property (including cash or any combination thereof)
receivable upon the consummation of such Transaction by a holder of that number
of shares or fraction thereof of Minerals Stock into which one share of this
Series was convertible immediately prior to such Transaction, assuming such
holder of Minerals Stock (i) is not a person with which the Corporation
consolidated or into which the Corporation merged or

which merged into the Corporation or to which such sale or transfer was made, as
the case may be (a "Constituent Person"), or an affiliate of a Constituent
Person and (ii) failed to exercise his rights of election, if any, as to the
kind or amount of stock, securities and other property (including cash)
receivable upon such Transaction (provided that if the kind or amount of stock,
securities and other property (including cash) receivable upon such Transaction
is not the same for each share of Minerals Stock of the Corporation held
immediately prior to such Transaction by other than a Constituent Person or an
affiliate thereof and in respect of which such rights of election shall not have
been exercised (a "non-electing share"), then for the purpose of this Section
6(f) the kind and amount of stock, securities and other property (including
cash) receivable upon such Transaction by each non-electing share shall be
deemed to be the kind and amount so receivable per share by a plurality of the
non-electing shares). The Corporation shall not be a party to any Transaction
unless the terms of such Transaction are consistent with the provisions of this
Section 6(f) and it shall not consent or agree to the occurrence of any
Transaction until the Corporation has entered into an agreement with the other
party or parties to such transaction for the benefit of the holders of shares of
this Series that will contain provisions enabling the holders of such shares
that remain outstanding after such Transaction to convert into the consideration
received by holders of Minerals Stock at the Conversion Price in effect
immediately prior to such Transaction. The provisions of this Section 6(f) shall
similarly apply to successive Transactions.

          (g) The reclassification of Common Stock into which shares of this
Series are then convertible into securities which include securities other than
such Common Stock (other than any reclassification upon a consolidation or
merger to which Section 6(f) applies) shall be deemed to involve (i) a
distribution of such securities other than such Common Stock to all holders of
such Common Stock (and the effective date of such reclassification shall be
deemed to be "the date fixed for the determination of shareholders entitled to
receive such distribution") and (ii) a subdivision or combination, as the case
may be, of the number of shares of such Common Stock outstanding immediately
prior to such reclassification into the number of shares of such Common Stock
outstanding immediately thereafter (and the effective date of such
reclassification shall be deemed to be the effective date of such subdivision or
combination).

          (h) If the Corporation shall, by dividend or otherwise,

distribute to all holders of Minerals Stock or other class of Common Stock into
which shares of this Series are then convertible shares of Common Stock other
than Minerals Stock or any class of Common Stock into which shares of this
Series are then convertible, each share of this Series shall be convertible, in
addition to the number of shares of Minerals Stock and/or such other Common
Stock into which such share is then convertible, into the number of shares of
such other Common Stock receivable upon payment of such distribution to a holder
of that number of shares or fraction thereof of Minerals Stock or such other
Common Stock into which one share of this Series was convertible immediately
prior to the record date fixed for the determination of shareholders entitled to
receive such distribution. Shares of this Series shall become so convertible
immediately after the opening of business on the date next following such record
date (except as provided in Section 6(m)). In addition, a Conversion Price shall
be established with respect to such Common Stock in an amount equal to the
quotient of (i) the initial liquidation preference of $500.00 per share of this
Series divided by (ii) the number of shares or fraction thereof of such Common
Stock that a holder of one share of Minerals Stock or such other Common Stock
into which shares of this Series are then convertible would be entitled to
receive on the payment date for such distribution from and after any such date
of determination of shareholders entitled to receive such distribution and,
thereafter, Conversion Price adjustments as nearly as equivalent in type as may
be practicable to the adjustments pursuant to Sections 6(d) through (f) which
are to be made in respect of Minerals Stock shall be made in respect of shares
of such Common Stock. Notwithstanding the foregoing and the provisions of
Section 6(d)(iii), if the Corporation shall make such a distribution in Common
Stock and, thereafter, all the shares of such Common Stock cease to be
outstanding, on the date such shares of Common Stock cease to be outstanding (x)
the shares of this Series shall cease to be convertible into shares of such
Common Stock, (y) a distribution of shares of such Common Stock shall be deemed
to have occurred on such date and (z) the Conversion Price for the class of
Common Stock upon which such distribution was made, or if no shares of such
class are then outstanding because shares of such class were exchanged for
shares of another class of Common Stock, of such other class of Common Stock,
shall be adjusted in the manner set forth in Section 6(d)(iii) to the same
extent as if shares of the Common Stock in which such distribution was made were
within the meaning of the term "Securities" in Section 6(d)(iii).

          (i) After the date, if any, on which all outstanding

shares of Minerals Stock or of any other Common Stock into which shares of this
Series are then convertible are exchanged for shares of another class of Common
Stock (as provided in Section 2 of Division I of Article III of these Articles
of Incorporation), each share of this Series shall thereafter be convertible
into the number of shares of such other class of Common Stock receivable upon
such exchange by a holder of that number of shares or fraction thereof of
Minerals Stock and/or such other Common Stock into which shares of this Series
are then convertible into which one share of this Series was convertible
immediately prior to such exchange. From and after any such exchange, Conversion
Price adjustments as nearly equivalent as may be practicable to the adjustments
pursuant to Sections 6(d) through 6(h) which, prior to such exchange, were made
in respect of Minerals Stock and/or such other Common Stock into which shares of
this Series are then convertible shall instead be made pursuant to such Sections
in respect of shares of such other class of Common Stock.

          (j)  Subject to the provisions of Section 6(k), if:

               (i) the Corporation takes any action that would require an
adjustment of the Conversion Price pursuant to Sections 6(d) through (i);

               (ii) there shall be any consolidation or merger to which the
Corporation is a party and for which approval of any shareholders of the
Corporation is required, or the sale or transfer of all or substantially all of
the assets of the Corporation or Pittston Minerals Group;

               (iii) there shall occur the voluntary or involuntary liquidation,
dissolution or winding up of the Corporation; or

               (iv) the Corporation or any of its Subsidiaries shall commence a
tender offer or exchange offer for all or a portion of the outstanding shares of
Minerals Stock (or shall amend any such tender offer or exchange offer), then
the Corporation shall cause to be filed with the Transfer Agent and shall cause
to be mailed to the holders of shares of this Series at their addresses as shown
on the stock transfer books of the Corporation, as promptly as possible, but at
least 15 days prior to the earliest applicable date hereinafter specified, a
notice stating, as applicable, (A) the proposed record date for a dividend or
distribution or the proposed effective date of a consolidation, merger, sale,
transfer,

liquidation, dissolution or winding up, (B) the date as of which it is expected
that holders of the Minerals Stock of record shall be entitled to exchange their
shares of Minerals Stock for securities or other property, if any, deliverable
upon such consolidation, merger, sale, transfer, liquidation, dissolution or
winding up or (C) the date on which such tender offer or exchange offer
commenced, the date on which such tender offer or exchange offer is scheduled to
expire unless extended, the consideration offered and the other material terms
thereof (or the material terms of any amendment thereto). Failure to give or
receive such notice or any defect therein shall not affect the legality or
validity of the related transaction.

          (k) The Corporation shall cause to be filed with the Transfer Agent
and shall cause to be mailed to the holders of shares of this Series at their
addresses as shown on the stock transfer books of the Corporation notice of its
intention (i) to cause to occur, or to take any action that would result in, any
Pittston Minerals Group Special Event or (ii) to exchange outstanding shares of
Minerals Stock for shares of Brink's Stock, BAX Stock or any other Common Stock
pursuant to Section 2 of Division I of Article III of these Articles of
Incorporation (which notice shall include the date on which an exchange of
outstanding shares of Minerals Stock for shares of such Common Stock is expected
to become effective and the date as of which it is expected that holders of
record of Minerals Stock shall be entitled to exchange their shares of Minerals
Stock for shares of such Common Stock), not less than (A) 45 days prior to the
date selected by the Board of Directors for the consummation of the Disposition
or the payment of a dividend in connection with any Pittston Minerals Group
Special Event involving a Disposition or the payment of a dividend,
respectively, (B) 30 days prior to the consummation of any tender offer or
exchange offer in connection with any Pittston Minerals Group Special Event
involving a tender offer or exchange offer, respectively, or (C) 30 days prior
to the exchange date for any such exchange. In addition, from and after any such
exchange for outstanding shares of Minerals Stock for shares of Brink's Stock,
BAX Stock or any other Common Stock, the Corporation shall be required, in
connection with the redemption requirement specified in the third paragraph of
Section 4(b), to give a comparable notice of its intention to take actions with
respect to Brink's Stock, BAX Stock or any other Common Stock substantially
similar to any Pittston Minerals Group Special Event. In the event of any
conflict between the notice provisions of this Section 6(k) and Section 6(j)
above, the notice provisions of this Section 6(k) shall govern.

          (l) Whenever the Conversion Price is adjusted as herein provided, the
Corporation shall promptly file with the Transfer Agent an officer's certificate
setting forth the Conversion Price after such adjustment and setting forth a
brief statement of the facts requiring such adjustment, which certificate shall
be prima facie evidence of the correctness of such adjustment. Promptly after
delivery of such certificate, the Corporation shall prepare a notice of such
adjustment of the Conversion Price setting forth the adjusted Conversion Price
and the effective date of such adjustment and shall send such notice of such
adjustment of the Conversion Price by first class mail, postage prepaid, to the
holder of each share of this Series at such holder's address as the same appears
on the stock transfer books of the Corporation.

          (m) In any case in which Section 6(d) or 6(h) provides that an
adjustment shall become effective on the day next following a record date for an
event, the Corporation may defer until the occurrence of such event (i) issuing
to the holder of any share of this Series converted after such record date and
before the occurrence of such event the additional shares of Minerals Stock or
any other Common Stock of the Corporation issuable upon such conversion by
reason of the adjustment required by such event over and above the number of
shares of Minerals Stock or such other Common Stock issuable upon such
conversion before giving effect to such adjustment and (ii) paying to such
holder any amount in cash in lieu of any fraction thereof pursuant to Section
6(c).

          (n) For purposes of this Section 6, the number of shares of Minerals
Stock or any other Common Stock into which shares of this Series are then
convertible at any time outstanding shall not include any shares of Minerals
Stock or such other Common Stock then owned or held by, or for the account of,
the Corporation. The Corporation shall not pay a dividend or make any
distribution on shares of Minerals Stock or such other Common Stock held in the
treasury of the Corporation.

          (o) There shall be no adjustment of the Conversion Price in case of
the issuance of any capital stock of the Corporation in a reorganization,
acquisition or other similar transaction except as specifically set forth in
this Section 6. If any action or transaction would require adjustment of any
Conversion Price established hereunder pursuant to more than one paragraph of
this Section 6, only the adjustment which would result in the largest reduction
of such Conversion Price shall be

made.

          (p) The Corporation covenants that it will at all times reserve and
keep available, free from preemptive rights, out of the aggregate of its
authorized but unissued shares of Minerals Stock and/or, if the shares of this
Series are then convertible into other Common Stock of the Corporation, such
other Common Stock, for the purpose of effecting conversion of shares of this
Series, the full number of shares of Minerals Stock or such other Common Stock
deliverable upon the conversion of all outstanding shares of this Series not
theretofore converted. For purposes of this Section 6(p), the number of shares
of Minerals Stock or such other Common Stock that shall be deliverable upon the
conversion of all outstanding shares of this Series shall be computed as if at
the time of computation all such outstanding shares were held by a single
holder. The Corporation covenants that any shares of Minerals Stock or other
Common Stock of the Corporation issued upon conversion of shares of this Series
shall be validly issued, fully paid and nonassessable.

          (q) The Corporation will pay any and all documentary, stamp or similar
issue or transfer taxes payable in respect of the issue or delivery of shares of
Minerals Stock or other securities or property on conversion of shares of this
Series pursuant hereto; provided, however, that the Corporation shall not be
required to pay any tax that may be payable in respect of any transfer involved
in the issue or delivery of shares of Minerals Stock or other securities or
property in a name other than that of the holder of such shares to be converted
and no such issue or delivery shall be made unless and until the person
requesting such issue or delivery has paid to the Corporation the amount of any
such tax or established, to the reasonable satisfaction of the Corporation, that
such tax has been paid.

     7. Voting. The shares of this Series shall not have any voting rights,
either general or special, except as prescribed by the Virginia Stock
Corporation Act and as set forth in this Section 7.

          (a) Unless the vote of the holders of a greater number of shares shall
then be required by the Virginia Stock Corporation Act, the vote of the holders
of at least a majority of all the shares of this Series at the time outstanding,
given in person or by proxy at a meeting called for the purpose at which the
holders of shares of this Series shall vote together as

a separate voting group, shall be necessary for authorizing, effecting or
validating the amendment, alteration or repeal of any of the provisions of these
Articles of Incorporation or of any article amendatory thereof or supplemental
thereto (including any articles of amendment or any similar document relating to
any series of Preferred Stock) so as to change the designation, rights,
preferences or limitations of this Series.

          (b) Unless the vote of the holders of a greater number of shares shall
then be required by the Virginia Stock Corporation Act, the vote of the holders
of at least a majority of all shares of this Series at the time outstanding,
given in person or by proxy at a meeting called for the purpose at which the
holders of shares of this Series shall vote as a separate voting group shall be
necessary to (i) increase or decrease the number of authorized shares of
Preferred Stock, (ii) create a new stock, or increase the number of authorized
shares of any class of stock, of the Corporation ranking prior or superior
("prior") to, or on a parity with, the shares of this Series, either as to
dividends or upon liquidation, or (iii) reclassify any outstanding stock of the
Corporation into any such prior or parity shares.

          (c) Unless the vote of the holders of a greater number of shares shall
then be required by the Virginia Stock Corporation Act, the vote of the holders
of at least a majority of all the shares of this Series and all other series of
Preferred Stock ranking on a parity with this Series, either as to dividends or
upon liquidation, at the time outstanding, given in person or by proxy at a
meeting called for the purpose at which the holders of shares of this Series and
such other series of Preferred Stock shall vote together as a single voting
group without regard to series, shall be necessary for authorizing, effecting or
validating (i) the merger or consolidation of the Corporation into or with any
other corporation or (ii) any statutory share exchange involving the
Corporation, if such merger, consolidation or statutory share exchange would
change the designation, rights, preferences or limitations of this Series or if,
after such merger, consolidation or statutory share exchange, there shall be
outstanding any shares of any class of stock ranking prior to, or on a parity
with, the shares of this Series as to dividends or upon liquidation or any
obligation or security convertible into or evidencing the right to purchase any
such prior or parity shares (except such stock, securities or obligations of the
Corporation as may have been outstanding immediately preceding such merger,
consolidation or statutory

share exchange).

          (d) If, on the date used to determine shareholders of record for any
meeting of shareholders for the election of directors, a default in preference
dividends on the Preferred Stock shall exist, the number of directors
constituting the Board of Directors shall be increased by two, and the holders
of the Preferred Stock of all series (whether or not the holders of such series
of Preferred Stock would be entitled to vote for the election of directors if
such default in preference dividends did not exist) shall have the right at such
meeting, voting together as a single voting group without regard to series, to
the exclusion of the holders of Common Stock of the Corporation, to elect two
directors of the Corporation to fill such newly created directorships. Each
director elected by the holders of shares of Preferred Stock (herein called a
"Preferred Director") shall continue to serve as such director for the full term
for which such director shall have been elected, notwithstanding that prior to
the end of such term a default in preference dividends shall cease to exist. Any
Preferred Director may be removed without cause by, and shall not be removed
without cause except by, the vote of the holders of record of the outstanding
shares of Preferred Stock, voting together as a single voting group without
regard to series, at a meeting of the shareholders, or of the holders of shares
of Preferred Stock, called for the purpose. So long as a default in any
preference dividends on the Preferred Stock shall exist (i) any vacancy in the
office of a Preferred Director may be filled (except as provided in the
following clause (ii)) by an instrument in writing signed by the remaining
Preferred Director and filed with the Corporation and (ii) in the case of the
removal of any Preferred Director, the vacancy may be filled by the vote of the
holders of the outstanding shares of Preferred Stock, voting together as a
single voting group without regard to series, at the same meeting at which such
removal shall be voted. Each director appointed as aforesaid by the remaining
Preferred Director shall be deemed, for all purposes hereof, to be a Preferred
Director. Whenever the term of office of the Preferred Directors shall end and
no default in preference dividends shall exist, the number of directors
constituting the Board of Directors shall be reduced by two. For the purposes
hereof, a "default in preference dividends" on the Preferred Stock shall be
deemed to have occurred whenever the amount of accrued and unpaid dividends upon
any series of the Preferred Stock shall be equivalent to six full quarterly
dividends or more (whether or not consecutive), and, having so occurred, such
default shall be deemed to exist thereafter until, but only

until, all accrued dividends on all shares of Preferred Stock of each and every
series then outstanding shall have been paid for all past dividend periods.

     8.   Liquidation Rights.

          (a) Upon the dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, the holders of the shares of this
Series shall be entitled to receive out of the assets of the Corporation
available for distribution to shareholders, before any payment or distribution
shall be made on any class of the Common Stock of the Corporation or on any
other class of stock ranking junior to the Preferred Stock upon liquidation, the
amount of $500.00 per share, plus a sum equal to all dividends (whether or not
earned or declared) on such shares accrued and unpaid thereon to the date of
final distribution.

          (b) Neither the sale, lease or exchange (for cash, shares of stock,
securities or other consideration) of all or substantially all of the property
and assets of the Corporation nor the merger or consolidation of the Corporation
into or with any other corporation or the merger or consolidation of any other
corporation into or with the Corporation, shall be deemed to be a dissolution,
liquidation or winding up, voluntary or involuntary for the purpose of this
Section 8.

          (c) After the payment to the holders of the shares of this Series of
the full preferential amounts provided for in Section 8(a), the holders of
shares of this Series as such shall have no right or claim to any of the
remaining assets of the Corporation.

          (d) In the event the assets of the Corporation available for
distribution to the holders of shares of this Series upon any dissolution,
liquidation or winding up of the Corporation, whether voluntary or involuntary,
shall be insufficient to pay in full all amounts to which such holders are
entitled pursuant to Section 8(a), no such distribution shall be made on account
of any shares of any other class or series of Preferred Stock ranking on a
parity with the shares of this series upon such dissolution, liquidation or
winding up unless proportionate distributive amounts shall be paid on account of
the shares of this Series, ratably, in proportion to the full distributable
amounts for which holders of all such parity shares are respectively entitled
upon such dissolution, liquidation or winding up.

     9. Ranking. For purposes of this resolution, any stock of any class or
classes of the Corporation shall be deemed to rank:

          (a) prior to the shares of this Series, either as to dividends or upon
liquidation, if the holders of such class or classes shall be entitled to the
receipt of dividends or of amounts distributable upon dissolution, liquidation
or winding up of the Corporation, whether voluntary or involuntary, as the case
may be, in preference or priority to the holders of shares of this Series;

          (b) on a parity with the shares of this Series, either as to dividends
or upon liquidation, whether or not the dividend rates, dividend payment dates
or redemption or liquidation prices per share or sinking fund provisions, if
any, are different from those of this Series, if the holders of such stock shall
be entitled to the receipt of dividends or of amounts distributable upon
dissolution, liquidation or winding up of the Corporation, whether voluntary or
involuntary, as the case may be, in proportion to their respective dividend
rates or liquidation prices, without preference or priority, one over the other,
as between the holders of such stock and the holders of shares of this Series;
and

          (c) junior to shares of this Series, either as to dividends or upon
liquidation, if (i) such class or classes shall be the Series A Participating
Cumulative Preferred Stock, par value $10.00 per share, or the Series B
Participating Cumulative Preferred Stock, par value $10.00 per share, issued by
the Corporation pursuant to the Restated Rights Agreement, (ii) such class or
classes shall be any class of Common Stock of the Corporation or (iii) the
holders of shares of this Series shall be entitled to receipt of dividends or of
amounts distributable upon dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, as the case may be, in preference
or priority to the holders of shares of such class or classes.

     10.  Determinations by the Board of Directors.

          (a) Any determinations made by the Board of Directors under any
provision of this Section C of Division II of Article III of these Articles of
Incorporation shall be final and binding on all shareholders (including holders
of shares of this Series) of the Corporation.

          (b) Any determinations made by the Board of Directors, a majority of
whose members are "disinterested directors," under any provision in Division I
of Article III of these Articles of Incorporation shall be final and binding on
all shareholders of the Corporation, including holders of shares of this Series.
For this purpose, any director who is not an employee of or a consultant to the
Corporation and who is not, directly or indirectly, the beneficial owner of 1
percent or more of the outstanding shares of Common Stock shall be considered
"disinterested," even though such director may beneficially own a greater amount
of one class of Common Stock than of the other class of Common Stock.

     11. Definitions. Unless otherwise defined in this Section C of Division II
of Article III of these Articles of Incorporation, terms used herein shall have
the meanings ascribed thereto in the first paragraph, and in Division I of
Article III of these Articles of Incorporation and the following terms shall
have the following meanings:

     "Acquisition" means the acquisition by Pittston Acquisition Company, an
indirect wholly owned Subsidiary of the Corporation, of all the outstanding
capital stock of Addington, Inc., Appalachian Mining, Inc., Appalachian Land
Company, Vandalia Resources, Inc. and Kanawha Development Corporation, each of
which is a direct wholly owned subsidiary of Addington Holding Company, Inc.,
pursuant to a Stock Purchase Agreement dated as of September 24, 1993 between
Addington Holding Company, Inc. and Pittston Acquisition Company.

     "Articles of Incorporation" means the Corporation's Restated Articles of
Incorporation, as amended, supplemented, further restated or otherwise modified
from time to time.

     "Board of Directors" or "Board" means, at any time, the duly elected or
acting board of directors (or duly authorized committee thereof) of the
Corporation at such time.

     "Closing Price" of shares of any class of Common Stock of the Corporation
for any day means the last reported sale price, regular way on such day, or, if
no reported sale takes place on such day, the average of the reported closing
bid and asked prices on such day, regular way, in either case as reported on the
New York Stock Exchange Composite Tape or, if such Common Stock is not listed or
admitted to trading on the NYSE, on the principal national securities exchange
on which such Common Stock

is listed or admitted to trading or, if not listed or admitted to trading on any
national securities exchange, on the National Market System of NASDAQ or, if
such Common Stock is not quoted on such National Market System, the average of
the closing bid and asked prices on such day in the over-the-counter market as
reported by NASDAQ or, if closing bid and asked prices for such Common Stock on
such day shall not have been reported through NASDAQ, the average of the closing
bid and asked prices on such day as furnished by any NYSE member firm regularly
making a market in such Common Stock selected for such purpose by the Board of
Directors.

     "Conversion Price" means the conversion price per share of Minerals Stock
and/or other shares of Common Stock of the Corporation into which shares of this
Series are convertible, as such Conversion Price may be adjusted pursuant to
Section 6. The initial conversion price per share of Minerals Stock will be
$32.175 (equivalent to a conversion rate of 15.54 shares of Minerals Stock for
each share of this Series).

     "Current Market Price" means, with respect to any class of Common Stock of
the Corporation, the average of the daily Closing Prices of a share of such
Common Stock during the five consecutive Trading Days selected by the
Corporation commencing not more than 20 Trading Days before, and ending not
later than, the date in question; provided, however, that (i) if the "ex" date
for any event (other than the issuance or distribution requiring such
computation) that requires an adjustment to the Conversion Price pursuant to
Sections 6(d)(ii) through (v) occurs on or after the 20th Trading Day prior to
the day in question and prior to the "ex" date for the issuance or distribution
requiring such computation, the Closing Price for each Trading Day prior to the
"ex" date for such other event shall be adjusted by multiplying such Closing
Price by the same fraction by which the Conversion Price is so required to be
adjusted as a result of such other event, (ii) if the "ex" date for any event
(other than the issuance or distribution requiring such computation) that
required an adjustment to the Conversion Price pursuant to Sections 6(d)(ii)
through (v) occurs on or after the "ex" date for the issuance or distribution
requiring such computation and on or prior to the day in question, the Closing
Price for each Trading Day on and after the "ex" date for such other event shall
be adjusted by multiplying such Closing Price by the reciprocal of the fraction
by which the Conversion Price is so required to be adjusted as a result of such
other event, and (iii) if the "ex" date for the issuance or distribution
requiring such

computation is on or prior to the day in question, after taking into account any
adjustment required pursuant to clause (ii) of this proviso, the Closing Price
for each Trading Day on or after such "ex" date shall be adjusted by adding
thereto the amount of any cash and the fair market value on the day in question
(as determined by the Board of Directors in a manner consistent with any
determination of such value for purposes of Section 6(d)(iii) or (iv)) of the
evidences of indebtedness, shares of capital stock or assets being distributed
applicable to one share of the applicable class of Common Stock of the
Corporation as of the close of business on the day before such "ex" date. For
purposes of this definition, the term "ex" date, with respect to any class of
Common Stock of the Corporation, (a) when used with respect to any issuance or
distribution, means the first date on which such Common Stock trades regular way
on such exchange or in the relevant market from which the Closing Price was
obtained without the right to receive such issuance or distribution, (b) when
used with respect to any subdivision or combination of shares of such Common
Stock, means the first date on which such Common Stock trades regular way on
such exchange or in such market after the time at which such subdivision or
combination becomes effective, and (c) when used with respect to any tender
offer or exchange offer means the first date on which such Common Stock trades
regular way on such exchange or in such market after the expiration time of such
tender offer or exchange offer. "Disposition" means the sale, transfer,
assignment or other disposition (whether by merger, consolidation, sale or
contribution of assets or stock or otherwise) of properties or assets.

     "Excess Purchase Payment" means the excess, if any, of (i) the aggregate of
the cash and the value (as determined by the Board of Directors) of all other
consideration paid by the Corporation or any of its Subsidiaries with respect to
the shares of the applicable class of Common Stock of the Corporation acquired
in a tender offer or exchange offer or other negotiated purchase over (ii) the
product of the Current Market Price per share of such Common Stock times the
number of shares of such Common Stock acquired in such tender offer or exchange
offer or negotiated purchase.

     "Minerals Rights" means the Pittston Minerals Group Rights of the
Corporation which are issuable under the Corporation's shareholder rights plan
adopted by the Board of Directors, the terms and conditions of which are set
forth in the Restated Rights Agreement.

     "NASDAQ" means the National Association of Securities Dealers, Inc.
Automated Quotations System or any successor thereto.

     "NYSE" means the New York Stock Exchange, Inc. or any successor thereto.

     "Redemption Date" means any date on which the Corporation redeems any
shares of this Series.

     "Redemption Price" means (i) with respect to any optional redemption of any
share of this Series pursuant to Section 3, the applicable amount set forth in
such Section and (ii) with respect to any mandatory redemption of any share of
this Series pursuant to Section 4, $500.00.

     "Restated Rights Agreement" shall have the meaning given thereto in the
second paragraph of Section 6(d)(iii).

     "Subsidiary" means a corporation more than 50 percent of the outstanding
voting stock of which is owned, directly or indirectly, by the Corporation or by
one or more other Subsidiaries. For the purpose of this definition, "voting
stock" means stock which ordinarily has voting power for the election of
directors, whether at all times or only so long as no senior class of stock has
such voting power by reason of any contingency.

     "Trading Day" means, with respect to any class of Common Stock of the
Corporation, any day on which such Common Stock is traded on the NYSE, or if
such Common Stock is not listed or admitted to trading on the NYSE, on the
principal national securities exchange on which such Common Stock is listed or
admitted, or if not listed or admitted to trading on any national securities
exchange, on the National Market System of the NASDAQ, or if such Common Stock
is not quoted on such National Market System, in the applicable securities
market in which such Common Stock is traded.

     "Transfer Agent" means the Corporation or such other agent or agents of the
Corporation as may be designated by the Board of Directors as the Transfer Agent
for shares of this Series.

     D.   Series D Participating Cumulative Preferred Stock

     1. Designation and Number of Shares. The shares of

such series shall be designated as "Series D Participating Cumulative Preferred
Stock" (the "Series D Preferred Stock"). The number of shares initially
constituting the Series D Preferred Stock shall be 50,000; provided, however,
that if more than a total of 50,000 shares of Series D Preferred Stock shall be
issuable upon the exercise of Pittston BAX Group Rights issued pursuant to the
Amended and Restated Rights Agreement dated as of January 10, 1996, between the
Corporation and Chemical Bank, as Rights Agent (the "Rights Agreement"), the
Board of Directors of the Corporation, pursuant to Section 13.1-639 of the
Virginia Stock Corporation Act, shall direct by resolution or resolutions that
articles of amendment to these Articles of Incorporation be properly executed,
acknowledged, filed and recorded, in accordance with the provisions of Section
13.1-604 thereof, providing for the total number of shares of Series D Preferred
Stock authorized to be issued to be increased (to the extent that the Articles
of Incorporation then permit) to the largest number of whole shares (rounded up
to the nearest whole number) issuable upon exercise of such Rights.

     2.   Dividends or Distributions.

          (a) Subject to the prior and superior rights of the holders of shares
of any other series of Preferred Stock or other class of capital stock not by
its terms ranking on a parity with, or junior to, the shares of Series D
Preferred Stock with respect to dividends, the holders of shares of the Series D
Preferred Stock shall be entitled to receive, when and as declared by the Board
of Directors, out of the assets of the Corporation legally available therefor,
(1) quarterly dividends payable in cash on the first day of March, June,
September and December in each year (each such date being referred to herein as
a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or a fraction of a share of
Series D Preferred Stock, of $10.00 per whole share (rounded to the nearest
cent) less the amount of all cash dividends declared on the Series D Preferred
Stock pursuant to the following clause (2) since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a share of
Series D Preferred Stock, and (2) dividends payable in cash on the payment date
for each cash dividend declared on BAX Stock in an amount per whole share
(rounded to the nearest cent) equal to the Burlington Formula Number (as defined
below) then in effect times the cash dividends then to be paid on each share of
BAX Stock. In addition, if the

Corporation shall pay any dividend or make any distribution on BAX Stock payable
in assets, securities or other forms of noncash consideration (other than
dividends or distributions solely in shares of BAX Stock), then, in each such
case, the Corporation shall simultaneously pay or make on each outstanding share
of Series D Preferred Stock a dividend or distribution in like kind of the
Burlington Formula Number then in effect times such dividend or distribution on
each share of BAX Stock. As used herein, the "Burlington Formula Number" shall
be 1,000; provided, however, that if at any time after January 19, 1996, the
Corporation shall (x) declare or pay any dividend on BAX Stock payable in shares
of BAX Stock or make any distribution on BAX Stock in shares of BAX Stock, (y)
subdivide (by a stock split or otherwise) the outstanding shares of BAX Stock
into a larger number of shares of BAX Stock or (z) combine (by a reverse stock
split or otherwise) the outstanding shares of BAX Stock into a smaller number of
shares of BAX Stock, then in each such event the Burlington Formula Number shall
be adjusted to a number determined by multiplying the Burlington Formula Number
in effect immediately prior to such event by a fraction, the numerator of which
is the number of shares of BAX Stock that are outstanding immediately after such
event and the denominator of which is the number of shares of BAX Stock that are
outstanding immediately prior to such event (and rounding the result to the
nearest whole number); and provided further that if at any time after January
19, 1996, the Corporation shall issue any shares of its capital stock in a
reclassification or change of the outstanding shares of BAX Stock (including any
such reclassification or change in connection with a merger in which the
Corporation is the surviving corporation), then in each such event the
Burlington Formula Number shall be appropriately adjusted to reflect such
reclassification or change.

          (b) The Corporation shall declare a dividend or distribution on the
Series D Preferred Stock as provided in Section 2(a) above immediately prior to
or at the same time it declares a dividend or distribution on BAX Stock (other
than a dividend or distribution solely in shares of BAX Stock); provided,
however, that, in the event no dividend or distribution (other than a dividend
or distribution in shares of BAX Stock) shall have been declared on BAX Stock
during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $2.00 per share on the
Series D Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date. The Board of Directors may fix a record date
for the determination of holders

of shares of Series D Preferred Stock entitled to receive a dividend or
distribution declared thereon, which record date shall be the same as the record
date for any corresponding dividend or distribution on BAX Stock.

          (c) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series D Preferred Stock from and after the Quarterly Dividend Payment
Date next preceding the date of original issue of such shares of Series D
Preferred Stock; provided, however, that dividends on such shares which are
originally issued after the record date for the determination of holders of
shares of Series D Preferred Stock entitled to receive a quarterly dividend and
on or prior to the next succeeding Quarterly Dividend Payment Date shall begin
to accrue and be cumulative from and after such Quarterly Dividend Payment Date.
Accrued but unpaid dividends shall not bear interest. Dividends paid on the
shares of Series D in an amount less than the total amount of such dividends at
the time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding.

          (d) So long as any shares of the Series D Preferred Stock are
outstanding, no dividends or other distributions shall be declared, paid or
distributed, or set aside for payment or distribution, on BAX Stock unless, in
each case, the dividend required by this Section 2 to be declared on the Series
D Preferred Stock shall have been declared.

          (e) The holders of the shares of Series D Preferred Stock shall not be
entitled to receive any dividends or other distributions except as provided
herein.

     3. Voting Rights. The holders of shares of Series D Preferred Stock shall
have the following voting rights:

          (a) Each holder of Series D Preferred Stock shall be entitled to a
number of votes equal to the product of (1) the Burlington Formula Number then
in effect for each share of Series D Preferred Stock held of record on each
matter on which holders of BAX Stock are entitled to vote times (2) the maximum
number of votes per share which the holders of BAX Stock then have with respect
to such matter.

          (b) Except as otherwise provided herein or by applicable law, the
holders of shares of Series D Preferred Stock, the holders of shares of BAX
Stock and the holders of any

other class of capital stock entitled to vote in the election of directors shall
vote together as one class for the election of directors of the Corporation. In
addition, the holders of Series D Preferred Stock and the holders of BAX Stock
shall vote together as one class on all other matters submitted to a vote of
holders of BAX Stock.

          (c) If at the time of any annual meeting of shareholders for the
election of directors, the equivalent of six quarterly dividends (whether or not
consecutive) payable on any share or shares of Series D Preferred Stock are in
default, the number of directors constituting the Board of Directors of the
Corporation shall be increased by two. In addition to voting together with other
holders of capital stock as set forth in Section 3(a) for the election of other
directors of the Corporation, the holders of record of the Series D Preferred
Stock, voting separately as a class to the exclusion of such other holders,
shall be entitled at said meeting of shareholders (and at each subsequent annual
meeting of shareholders), unless all dividends in arrears have been paid or
declared and set apart for payment prior thereto, to vote for the election of
two directors of the Corporation, the holders of any Series D Preferred Stock
being entitled to cast a number of votes per share of Series D Preferred Stock
equal to the Burlington Formula Number. Until the default in payments of all
dividends which permitted the election of said directors shall cease to exist
any director who shall have been so elected pursuant to the next preceding
sentence may be removed at any time, either with or without cause, only by the
affirmative vote of the holders of the shares at the time entitled to cast a
majority of the votes entitled to be cast for the election of any such director
at a special meeting of such holders called for that purpose, and any vacancy
thereby created may be filled by the vote of such holders. If and when such
default shall cease to exist, the holders of the Series D Preferred Stock shall
be divested of the foregoing special voting rights, subject to revesting in the
event of each and every subsequent like default in payments of dividends. Upon
the termination of the foregoing special voting rights, the terms of office of
all persons who may have been elected directors pursuant to said special voting
rights shall forthwith terminate, and the number of directors constituting the
Board of Directors shall be reduced by two. The voting rights granted by this
Section 3(c) shall be in addition to any other voting rights granted to the
holders of the Series D Preferred Stock in this Section 3.

          (d) Except as provided herein, in Section 11 or by applicable law,
holders of Series D Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled to
vote with holders of BAX Stock as set forth herein) for authorizing or taking
any corporate action.

     4.   Certain Restrictions.

          (a) Whenever quarterly dividends or other dividends or distributions
payable on the Series D Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Series D Preferred Stock outstanding shall have
been paid in full, the Corporation shall not:

               (i) declare or pay dividends on, make any other distributions on,
or redeem or purchase or otherwise acquire for consideration any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series D Preferred Stock:

               (ii) declare or pay dividends on or make any other distributions
on any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series D Preferred Stock,
except dividends paid ratably on the Series D Preferred Stock and all such
parity stock on which dividends are payable or in arrears in proportion to the
total amounts to which the holders of all such shares are then entitled;

               (iii) redeem or purchase or otherwise acquire for consideration
shares of any stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series D Preferred Stock;
provided that the Corporation may at any time redeem, purchase or otherwise
acquire shares of any such parity stock in exchange for shares of any stock of
the Corporation ranking junior (either as to dividends or upon dissolution,
liquidation or winding up) to the Series D Preferred Stock; or

               (iv) purchase or otherwise acquire for consideration any shares
of Series D Preferred Stock, or any shares of stock ranking on a parity with the
Series D Preferred Stock, except in accordance with a purchase offer made in
writing or by publication (as determined by the Board of Directors) to

all holders of such shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative rights
and preferences of the respective series and classes, shall determine in good
faith will result in fair and equitable treatment among the respective series or
classes.

          (b) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under subparagraph (a) of this Section
4, purchase or otherwise acquire such shares at such time and in such manner.

     5. Liquidation Rights. Upon the liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, no distribution shall be made
(a) to the holders of shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution, or winding up) to the Series D Preferred Stock
unless, prior thereto, the holders of shares of Series D Preferred Stock shall
have received an amount equal to the accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment,
plus an amount equal to the greater of (i) $26.67 per share of (ii) an aggregate
amount per share equal to the Burlington Formula Number then in effect times the
aggregate amount to be distributed per share to holders of BAX Stock, or (b) to
the holders of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series D Preferred Stock,
except distributions made ratably on the Series D Preferred Stock and all other
such parity stock in proportion to the total amounts to which the holders of all
such shares are entitled upon such liquidation, dissolution or winding up.

     6. Consolidation, Merger, etc. In case the Corporation shall enter into any
consolidation, merger, combination, statutory share exchange or other
transaction in which the shares of BAX Stock are exchanged for or changed into
other stock or securities, cash or any other property, then in any such case the
then outstanding shares of Series D Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share equal to the Burlington
Formula Number then in effect times the aggregate amount of stock, securities,
cash or any other property (payable in kind), as the case may be, into which or
for which each share of BAX Stock is exchanged or changed.

     7.   Redemption; No Sinking Fund.

          (a) The outstanding shares of Series D Preferred Stock may be redeemed
at the option of the Board of Directors as a whole, but not in part, at any time
at which, in the good faith determination of the Board of Directors, no person
beneficially owns more than 10 percent of the aggregate voting power represented
by all the outstanding shares of capital stock of the Corporation generally
entitled to vote in the election of Directors of the Corporation, at a cash
price per share equal to (i) 125 percent of the product of the Burlington
Formula Number times the BAX Stock Market Value (as such term is hereinafter
defined), plus (ii) all dividends which on the redemption date have accrued on
the shares to be redeemed and have not been paid or declared and a sum
sufficient for the payment thereof set apart, without interest. The "BAX Stock
Market Value" on any date shall be deemed to be the average of the daily closing
prices, per share, of BAX Stock for the 30 consecutive Trading Days immediately
prior to the date in question. The closing price for each Trading Day shall be
the last sale price, regular way, or, in case no such sale takes place on such
Trading Day, the average of the closing bid and asked prices, regular way, in
either case as reported in the principal consolidated transaction reporting
system if BAX Stock is listed or admitted to trading on a national securities
exchange or, if BAX Stock is not listed or admitted to trading on any national
securities exchange, the last quoted price or, if not so quoted, the average of
the high bid and low asked prices in the over-the-counter market, as reported by
the National Association of Securities Dealers, Inc. Automated Quotations System
or such other system then in use, or, if on any such Trading Day BAX Stock is
not quoted by any such organization, the average of the closing bid and asked
prices as furnished by a professional market maker making a market in BAX Stock
selected by the Board of Directors of the Corporation. If on any such Trading
Day no market maker is making a market in BAX Stock, the fair value of BAX Stock
on such Trading Day shall mean the fair value of BAX Stock as determined in good
faith by the Board of Directors of the Corporation. "Trading Day" shall mean a
day on which the principal national securities exchange on which BAX Stock is
listed or admitted to trading is open for the transaction of business or, if BAX
Stock is not listed or admitted to trading on any national securities exchange,
a Monday, Tuesday, Wednesday, Thursday or Friday which is not a day on which
banking institutions in the Borough of Manhattan, the City of New York, are
authorized or obligated by law or executive order to close.

          (b) The shares of Series D Preferred Stock shall not

be subject to or entitled to the operation of a retirement or sinking fund.

     8. Ranking. The Series D Preferred Stock shall rank senior to Brink's
Stock, Minerals Stock and BAX Stock, on a parity with the Corporation's Series A
Participating Cumulative Preferred Stock, par value $10 per share, and the
Corporation's Series B Participating Cumulative Preferred Stock, par value $10
per share, and junior to all other series of Preferred Stock of the Corporation,
unless the Board of Directors shall specifically determine otherwise in fixing
the powers, preferences and relative, participating, optional and other special
rights of the shares of such series and the qualifications, limitations and
restrictions thereof.

     9. Fractional Shares. The Series D Preferred Stock shall be issuable upon
exercise of Pittston BAX Group Rights issued pursuant to the Rights Agreement in
whole shares or in any fraction of a share that is not smaller than one
one-thousandth (1/1000th) of a share or any integral multiple of such fraction.
At the election of the Corporation, prior to the first issuance of a share or a
fraction of a share of Series D Preferred Stock, either (1) certificates may be
issued to evidence such authorized fraction of a share of Series D Preferred
Stock, or (2) any such authorized fraction of a share of Series D Preferred
Stock may be evidenced by depositary receipts pursuant to an appropriate
agreement between the Corporation and a depositary selected by the Corporation;
provided that such agreement shall provide that the holders of such depositary
receipts shall have all the rights, privileges and preferences to which they are
entitled as beneficial owners of the Series D Preferred Stock.

     10. Reacquired Shares. Any shares of Series D Preferred Stock purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired
and canceled promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued shares of Preferred Stock,
without designation as to series until such shares are once more designated as
part of a particular series by the Board of Directors pursuant to the provisions
of the first paragraph of Division II of Article III.

     11. Amendment. None of the powers, preferences and relative, participating,
optional and other special rights of the Series D Preferred Stock as provided
herein shall be amended in any manner which would alter or change the powers,
preferences,

rights or privileges of the holders of Series D Preferred Stock so as to affect
them adversely without the affirmative vote of the holders of more than 66-2/3
percent of the outstanding shares of Series D Preferred Stock, voting as a
separate class.

                                   ARTICLE IV

     1. No holder of any class of capital stock of the Corporation shall have
any preemptive right to subscribe for, purchase or acquire (i) any shares of
capital stock of the Corporation, (ii) any securities convertible into or
exchangeable for any such shares or (iii) any options, warrants or rights to
subscribe for, purchase or acquire any of such shares or securities.

     2. Rights, options or warrants for the purchase of shares of any class of
capital stock of the Corporation may be issued upon such terms and conditions
and for such consideration as may be approved by the Board of Directors.
Approval of the shareholders of the Corporation shall not be required for any
such issue, whether or not issued to directors, officers or employees of the
Corporation or any of its subsidiaries rather than generally to holders of
shares of any such class.

                                    ARTICLE V

     1. The Board of Directors shall consist of such number of individuals, not
less than nine or more than fifteen, as shall be specified in or fixed in
accordance with the bylaws of the Corporation. Directors may be removed only
with cause.

     2. Directors shall be divided into three classes, each class to be as
nearly equal in number as possible, the number to be assigned each class to be
determined by, or in the manner provided in, the bylaws of the Corporation, or
in the absence of any such provision, then by the Directors prior to the
election of a particular class. At each annual meeting the successors to
directors whose terms shall expire that year shall be elected to a term of three
years; provided, however, that at least three directors shall be elected in each
year.

     3. In addition to any other vote that may be required by statute, stock
exchange regulations, these Articles of Incorporation or any amendment thereto,
or the bylaws of the Corporation, the vote of the holders of four-fifths of all
classes of stock of the Corporation entitled to vote in elections

of directors (considered for this purpose as one class) shall be required to
amend, alter, change or repeal Section 1 or Section 2 of this Article V or this
Section 3.

                                   ARTICLE VI

     The private property of the shareholders of the Corporation shall not be
subject to payment of corporate debts to any extent whatever.

                                   ARTICLE VII

     The Board of Directors shall have the power to make, amend or repeal bylaws
of the Corporation.

                                  ARTICLE VIII

     1. In any proceeding brought by a shareholder of the Corporation in the
right of the Corporation or brought by or on behalf of shareholders of the
Corporation, an officer or a director of the Corporation shall not be liable to
the Corporation or its shareholders for any monetary damages arising out of any
transaction, occurrence or course of conduct, unless in such proceeding a
judgment shall have been entered against the director or officer because of a
finding that the act or omission for which the officer or director was adjudged
liable had been proved to be due to his or her willful misconduct or a knowing
violation of the criminal law or any federal or state securities law.

     2. Without limiting any of the provisions of this Article VIII, each
officer, director or employee of the Corporation shall be entitled to indemnity,
including indemnity with respect to a proceeding by or in the right of the
Corporation, to the fullest extent required or permitted under the provisions of
the Stock Corporation Act of the Commonwealth of Virginia as in effect from time
to time, except only an indemnity against willful misconduct or a knowing
violation of the criminal law. No amendment or repeal of this Article VIII shall
apply to or have any effect on the rights provided under this Article VIII with
respect to any act or omission occurring prior to such amendment or repeal. The
Corporation shall promptly take all such actions, and make all such
determinations, as shall be necessary or appropriate to comply with its
obligation to make such indemnity and shall promptly pay or reimburse all
reasonable expenses, including attorneys' fees, incurred by any such officer,
director or

employee in connection with such actions and determinations or proceedings of
any kind arising therefrom.

     3. The Corporation shall promptly pay for or reimburse the reasonable
expenses, including attorneys' fees, incurred by an officer, director or
employee of the Corporation in connection with any proceeding (whether or not
made a party) arising from his or her status as such officer, director or
employee, in advance of final disposition of any such proceeding upon receipt by
the Corporation from such officer, director or employee of (a) a written
statement of good faith belief that he or she is entitled to indemnity by the
Corporation, and (b) a written undertaking, executed personally or on his or her
behalf, to repay the amount so paid or reimbursed if after final disposition of
such proceeding it is determined that he or she did not meet the applicable
standard of conduct.

     4. The rights of each officer, director or employee of the Corporation
under this Article VIII or as otherwise provided by law shall continue
regardless of cessation of their status as such and shall inure to the benefit
of their respective heirs, executors, administrators and legal representatives.
Such rights shall not prevent or restrict the power of the Corporation to make
or provide for any further indemnity, or provisions for determining entitlement
to indemnity, pursuant to one or more indemnification agreements, bylaws, or
other arrangements (including, without limitation, creation of trust funds or
security interests funded by letters of credit or other means) approved by the
Board of Directors (whether or not any of the directors of the Corporation shall
be a party to or beneficiary of any such agreements, bylaws or arrangements);
provided, however, that any provision of such agreements, bylaws or other
arrangements shall not be effective if and to the extent that it is determined
to be contrary to this Article VIII or applicable laws of the Commonwealth of
Virginia.

     5. The rights to indemnity and payment or reimbursement of expenses
provided under this Article VIII shall extend to any individual who, while a
director or officer of the Corporation, is or was serving at the Corporation's
request as a director, officer, partner, trustee (including service as a named
fiduciary), employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.

     6. The provisions of this Article VIII shall be applicable

regardless of when a transaction, occurrence or course of conduct on which a
proceeding is based, in whole or in part, took place.

     7. Each provision in this Article VIII shall be severable, and an adverse
determination as to any such provision shall in no way affect the validity of
any other provision. The provisions of this Article VIII shall be in addition
to, and not in limitation of, all rights to indemnity and payment or
reimbursement of expenses required or permitted by applicable provisions of law.

    3. Pursuant to Section 13.1-607 of the Virginia Stock Corporation Act, the
Board of Directors of Pittston Company has authorized this correction of the
Restated Articles of Incorporation.

     IN WITNESS WHEREOF, The Pittston Company has caused this instrument to be
signed by its Secretary this 16th day of March, 1998.

                                           THE PITTSTON COMPANY
                                           By /s/ Austin F. Reed
                                           Austin F. Reed, Secretary

                                                                   EXHIBIT 10(a)

                                                               May 4, 1998

Mr. David L. Marshall
32 Valley Club Circle
Napa, CA 94558

                              Retirement Agreement

Dear David:

          This letter is intended to set forth the terms and conditions of your
resignation as an employee of The Pittston Company (the "Company"). Accordingly,
the Company hereby agrees with you as follows:

          1. Resignation. This will confirm your resignation, effective May 4,
1998, as an employee of the Company and from all other offices and positions
(including directorships) you may hold in, the Company and its subsidiaries and
affiliates. You agree that you will execute any formal letter of resignation
reasonably requested by the Company to further evidence your resignation
hereunder.

          2. Termination Payment. In lieu of any compensation, severance and
other termination payments and benefits under your Employment Agreement with the
Company dated as of June 1, 1997, as amended as of October 1, 1997, you shall
receive $171,154 (the "Termination Payment") in a lump sum to be paid on or
before May 4, 1998.

          3. Unexercised Stock Options. All unexercised stock options issued to
you under the Company's stock option plans ("Option Plan") and outstanding on
the date hereof shall continue to become vested and remain exercisable until
June 1, 2000 (unless previously expired pursuant to the terms of the original
grant) in accordance with the terms of the Option Plan and the option agreements
evidencing your outstanding grants, and the Company agrees that it shall take no
action otherwise reserved to it to prevent such

                                                                               2

options from becoming so vested and exercisable provided the terms of this
Retirement Agreement are not breached by you.

          4. Retirement Benefits. a. Pension. Your monthly retirement benefits
of $3,612.67 under the Company's Pension-Retirement Plan and $3,654.85 under the
Pension Equalization Plan will continue and will be based upon the Plans'
present pension formulae. In addition, payments to you of $4,782.17 per month
under the Supplemental Retirement Benefit provided by Section 3(b) of your
Employment Agreement will also continue, except that effective March 15, 1998,
such amount will be increased by $40,000 per calendar year payable monthly. The
obligations of the Company (i) to pay to you the Supplemental Retirement Benefit
(excluding the $40,000 increase described in the foregoing sentence) and (ii) to
provide to you the retiree health benefits described in Section 4(b) below shall
continue in effect notwithstanding any breach or alleged breach by you of any of
your obligations under this Agreement. All retirement benefits are payable on a
50% joint and survivor basis with your present spouse, Lucy Marshall, as the
joint annuitant.

          b. Health Benefits. You and your eligible family members shall be
entitled to participate in the Retiree Health Care Program of the Company on the
same basis presently made available to other eligible retirees of the Company
subject to the Company's right to modify such program from time to time. You
will be responsible for the normal retiree contribution to the cost of
maintaining your participation in such Program.

          c. Deferred Compensation Program. Effective May 4, 1998, you shall be
entitled to receive the full value of your account balance (including Company
matching contributions) in accordance with the terms of the Key Employees'
Deferred Compensation Program of the Company.

          d. Tax Preparation Services. The Company agrees to provide you with
tax preparation services through The Pittston Company Tax Planning--Tax Return
Preparation and Certification Program up to a maximum value of $5,000 for tax
years 1997 and 1998.

          5. Confidentiality. You shall not use for your own or any other
person's benefit, or disclose, divulge or communicate to any other person, any
trade or business secret or other information disclosed to or known by you as a
consequence of or through your employment with the Company

                                                                               3

(including information conceived, originated or developed by you), which is of a
confidential or proprietary nature and not generally known to the public, about
the Company's business, prospects, patents or other intellectual property,
personnel, shareholders, operations, processes, budgets, plans and development
programs (collectively the "Confidential Information") without the prior written
consent of the Company, except (a) in connection with (i) the implementation or
enforcement of this Agreement, (ii) any claim for indemnification as a director,
officer, employee or agent of the Company or (iii) your defense of any civil or
criminal action or proceeding, or (b) as appropriate for the performance of your
obligations under this Agreement, or (c) if such use or disclosure is required
by law. Such Confidential Information includes, but is not limited to, (a)
business methods and information of the Company, including prices charged,
discounts given to customers or obtained from suppliers, transport rates,
marketing and advertising programs, costings, budgets, turnover, sales targets
or other unpublished financial information; and (b) lists and particulars of the
Company's suppliers, customers and potential customers and the individual
contacts or negotiations with such suppliers and customers; and (c)
manufacturing or production processes and know-how developed or employed by the
Company or its suppliers; and (d) details as to the design or specifications of
the Company's or their suppliers' products and inventions or developments
relating to future products. You will, upon termination of your employment,
return all documents or other carriers of information in your possession,
custody or control which contain records of such information and all property in
your possession, custody or control belonging to the Company or its customers or
suppliers or relating to the Company's business and business relationships. This
restriction shall apply without limit in point of time but shall cease to apply
to information or knowledge which shall come (otherwise than by breach of this
clause) into the public domain or which is generally disclosed to third parties
by the Company without restriction on such third parties or which is disclosed
to you by a third party not in breach of any obligation of confidentiality to
the Company. For purposes solely of this Section 5, the term "Company" shall be
deemed to include the Company's subsidiaries and affiliates.

          6. Release by You. In consideration of the fulfillment of the payments
and benefits described above, you release, remise and forever discharge the
Company from and against any and all claims, cross-claims, third-party

                                                                               4

claims, counterclaims, contribution claims, debts, demands, actions, promises,
judgments, trespasses, executions, causes of action, suits, accounts, covenants,
sums of money, dues, reckonings, bonds, bills, liens, attachments, trustee
process, specialties, contracts, controversies, agreements, promises, damages,
and all other claims of every kind and nature in law, equity, arbitration, or
other forum which you now have or ever had up to and including the date hereof,
whether absolute or contingent, direct or indirect, known or unknown.
Additionally, you hereby waive and release the Company from any and all claims
which you have, your successors or assigns have or may have against the Company
for, upon or by reason of any matter, cause or thing whatsoever, including, but
not limited to (a) those that might arise in your capacity as a shareholder of
the Company (both individually and derivatively), or (b) in any way related to
your employment or termination of your employment by the Company, whether or not
you know them to exist at the present time, including, but not limited to,
rights under federal, state or local laws prohibiting age or other forms of
discrimination, including Title VII of the Civil Rights Act of 1964, as amended;
Section 1981 through 1988 of Title 42 of the United States Code; the Age
Discrimination in Employment Act of 1967, as amended; the Employee Retirement
Income Security Act of 1974, as amended; the Fair Labor Standards Act, the
Americans with Disabilities Act, as amended; the Family and Medical Leave Act;
the National Labor Relations Act, as amended; the Immigration Reform Control
Act, as amended; the Occupational Safety and Health Act, as amended; any public
policy, contract or common law; and any alleged entitlement to costs, fees or
expenses, including attorneys' fees, claims for compensation or benefits earned
by your past service, claims involving willful misconduct, and claims arising
after the date of this Agreement. Notwithstanding the foregoing, nothing herein
shall be deemed to release, remise or discharge the Company from any claims
arising out of, relating to or asserted (x) under this Agreement or (y) with
respect to any right of indemnification as a director, officer or employee of
the Company, whether arising under the Company's charter or by-laws, by
operation of law, or otherwise. For purposes solely of this Section 6, the term
"Company" shall be deemed to include the Company's subsidiaries and affiliates
and the respective legal representatives, successors and assigns, past, present
and future directors, officers, employees, trustees and shareholders of the
Company and the Company's subsidiaries and affiliates.

                                                                               5

          7. Non-Competition. You are released from all obligations included in
the covenant not to compete set forth in Section 8 of the Employment Agreement;
provided, however, that you shall in all respects remain subject to the
restrictions of Section 5 of this Agreement.

          8. Non-Solicitation. Except with the prior written consent of the
Company, you shall not, during the period covered by the covenant not to compete
referenced in Section 8 of the Employment Agreement, solicit or entice away or
endeavor to employ, solicit or entice away any person who is at the date of this
Agreement or was at any time during the period of twelve (12) months prior to
the date of this Agreement an employee of the Company or any of its subsidiaries
or affiliates.

          9. Designs and Inventions. All designs, inventions, programs,
discoveries or improvements conceived, apprehended or learned by you during the
course of or arising out of your employment with the Company and which concern
or are applicable to products or articles manufactured or sold by or to services
provided by the Company shall be the exclusive property of the Company.

          10. Revocation. You acknowledge that you have been offered at least
twenty-one (21) days to consider the meaning of this Agreement, that you have
had the opportunity to seek the advice of an attorney and that you have
voluntarily elected to sign this Agreement prior to the expiration of such
twenty-one (21)-day period. Furthermore, once you have signed this Agreement,
you may revoke this Agreement during the period of seven (7) business days
immediately following the signing (the "Revocation Period"). This Agreement will
not be effective or enforceable until the Revocation Period has expired without
any revocation from you. Any revocation within this period must be submitted in
writing to the Company and signed by you.

          11. Attorney Consultation. You agree that you have entered into this
Agreement after having had the opportunity to consult with the advisors of your
choice, including an attorney, with such consultation as deemed appropriate and
have a full understanding of your rights and of the effect of executing this
Agreement, namely, that you waive any and all non-excluded claims or causes of
action against the Company regarding your employment or termination of
employment, including the waiver of claims set forth above. You further
acknowledge that your execution of the

                                                                               6

Agreement is made voluntarily and with full understanding of its consequences
and has not been coerced in any way.

          12. Withholding. All amounts and benefits to be paid or provided
hereunder shall be reduced by all applicable taxes required by law to be
withheld by the Company, including without limitation Medicare taxes (in an
amount equal to $5,933.56) on the increase in your Supplemental Retirement
Benefit as described in Section 4(a) above.

          13. Full Integration. This Agreement constitutes the entire
understanding between you and the Company with respect to the subject matter
hereof. There are no representations, understandings or agreements of any nature
or kind whatsoever, oral or written, regarding the subject matter hereof which
is not included herein. This Agreement supersedes the Employment Agreement
between you and the Company which except as otherwise specifically provided
herein, shall be null and void upon the execution of this Agreement.

          14. Modification and Waiver. No supplement, modification, change or
waiver of this Agreement or any provision hereof shall be binding unless
executed in writing by you and the Company evidencing the parties' respective
intent to be bound thereby. No waiver of any of the provisions of this Agreement
shall constitute a waiver of any other provision (whether or not similar), nor
shall such waiver constitute a continuing waiver unless otherwise expressly
provided.

          15. Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns.

          16. Virginia Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the Commonwealth of Virginia, without regard to
its principles of conflicts of laws. Any litigation arising out of this
Agreement shall be conducted in a forum located within the Commonwealth of
Virginia.

          17. Notice. For the purposes of this Agreement, notices and all other
communications provided in this Agreement shall be in writing and shall be
deemed to have

                                                                               7

been duly given when delivered or mailed by United States registered mail,
return receipt requested, postage prepaid, addressed as follows:

         If to You:                   David C. Marshall
                                      32 Valley Club Circle
                                      Napa, CA 94558

         If to the Company:           The Pittston Company
                                      1000 Virginia Center Parkway
                                      Glen Allen, Virginia 23058-4229
                                      Attention:  Vice President-Human
                                                  Resources and
                                                  Administration

or to such other address as any of the parties hereto may have furnished to the
other in writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt.

          18. Validity. Any provision of this Agreement which is prohibited or
unenforceable shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.

          19. Captions. The section captions herein are for convenience or
reference only, do not constitute part of the Agreement and shall not be deemed
to limit or otherwise affect any of the provisions hereof.

          20. Further Assurances. Each of the parties hereto shall execute such
documents and other papers and take such further actions as may be reasonably
required to carry out the provisions hereof and the transactions contemplated
hereby.

          21. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

                                                                               8

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement
under seal personally or through their duly authorized representative on the
dates written by each of their signatures.

                                          THE PITTSTON COMPANY,

                                            by /s/ Frank T. Lennon
                                              ----------------------------------
                                               Frank T. Lennon,
                                               Vice President-Human Resources
                                               and Administration

                                               /s/ David L. Marshall
                                              ----------------------------------
                                                  DAVID L. MARSHALL

  

                           5

This schedule contains summary  financial  information from The Pittston Company
Form 10K for the quarter ended  March 31, 1998, and is qualified in its
entirety by reference to such financial statements.

                                                  1,000

                                                      3-MOS
                                                  DEC-31-1998
                                                       MAR-31-1998
                                                                  72,615
                                                             2,277
                                                          589,382
                                                            25,307
                                                             37,698
                                                       824,268
                                                               1,257,926
                                                         539,253
                                                       2,178,355
                                                  716,287
                                                                299,476
                                                                69,705
                                                        0
                                                              1,134
                                                             625,678
                                         2,178,355
                                                                149,898
                                                       862,664
                                                                  144,164
                                                          839,191
                                                             0
                                                         2,647
                                                       7,384
                                                         18,862
                                                             6,034
                                                     12,828
                                                               0
                                                              0
                                                                    0
                                                            12,828
                                                            0
                                                            0

Pittston Brink's Group - Basic - .44
Pittston Burlington Group - Basic -(.15)
Pittston Minerals Group - Basic - (.26)
Pittston Brink's Group - Diluted - .44
Pittston Burlington Group - Diluted - (.15)
Pittston Minerals Group - Diluted - (.26)