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 September 30, 2003

            [ ] 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 BRINK'S 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.)

               1801 Bayberry Court, Richmond, Virginia 23226-8100
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (804) 289-9600
                                                           --------------

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
                                      ---       ---

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes X     No
                                               ---      ---

As of  November 3, 2003,  54,253,423  shares of $1 par value  common  stock were
outstanding.

                                        1

                         Part I - Financial Information
                               The Brink's Company
                                and subsidiaries
                           Consolidated Balance Sheets
                     (In millions, except per share amounts)

                                                                           September 30,               December 31,
                                                                                2003                      2002
- ---------------------------------------------------------------------------------------------------------------------
                                                                           (Unaudited)
 
ASSETS

Current assets:
Cash and cash equivalents                                                 $        155.4                   102.3
Accounts receivable, net                                                           552.7                   540.0
Prepaid expenses and other                                                          79.1                    58.4
Deferred income taxes                                                               95.0                    81.3
- ---------------------------------------------------------------------------------------------------------------------
   Total current assets                                                            882.2                   782.0

Property and equipment, net                                                        861.2                   871.2
Goodwill, net                                                                      238.5                   227.9
Voluntary Employees' Beneficiary Association trust                                  99.9                    18.2
Deferred income taxes                                                              317.5                   349.3
Other assets                                                                       204.9                   211.3
- ---------------------------------------------------------------------------------------------------------------------
   Total assets                                                           $      2,604.2                 2,459.9
=====================================================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Short-term borrowings                                                     $         52.0                    41.8
Current maturities of long-term debt                                                15.9                    13.3
Accounts payable                                                                   276.9                   261.9
Accrued liabilities                                                                514.4                   476.3
- ---------------------------------------------------------------------------------------------------------------------
   Total current liabilities                                                       859.2                   793.3

Long-term debt                                                                     286.6                   304.2
Accrued pension costs                                                              120.9                   122.6
Postretirement benefits other than pensions                                        473.8                   471.7
Deferred revenue                                                                   129.3                   127.0
Deferred income taxes                                                               28.7                    28.4
Other liabilities                                                                  231.5                   231.5
- ---------------------------------------------------------------------------------------------------------------------
   Total liabilities                                                             2,130.0                 2,078.7

Commitments and contingent liabilities (Note 9)

Shareholders' equity:
Common stock, par value $1 per share:
   Authorized: 100.0 shares;
   Issued and outstanding: 2003 and 2002 - 54.3 shares                              54.3                    54.3
Capital in excess of par value                                                     379.6                   383.0
Retained earnings                                                                  263.4                   213.1
Accumulated other comprehensive loss                                              (208.5)                 (236.2)
Employee benefits trust, at market value                                           (14.6)                  (33.0)
=====================================================================================================================
   Total shareholders' equity                                                      474.2                   381.2
- ---------------------------------------------------------------------------------------------------------------------
   Total liabilities and shareholders' equity                             $      2,604.2                 2,459.9
=====================================================================================================================

See accompanying notes to consolidated financial statements.

                                       2

                               The Brink's Company
                                and subsidiaries
                      Consolidated Statements of Operations
                     (In millions, except per share amounts)
                                   (Unaudited)

                                                          Three Months                          Nine Months
                                                       Ended September 30,                   Ended September 30,
                                                      2003             2002                 2003            2002
- -------------------------------------------------------------------------------------------------------------------
 
Revenues                                        $    1,005.2          946.5               2,905.4        2,752.3

Expenses:
Operating expenses                                     858.9          794.4               2,504.3        2,308.1
Selling, general and administrative
   expenses                                            131.4          120.9                 382.8          346.9
- -------------------------------------------------------------------------------------------------------------------
   Total expenses                                      990.3          915.3               2,887.1        2,655.0
Other operating income, net                              7.0            2.3                  14.9            5.0
- -------------------------------------------------------------------------------------------------------------------
   Operating profit                                     21.9           33.5                  33.2          102.3

Interest expense                                        (6.6)          (5.3)                (19.6)         (17.1)
Interest and other income, net                           0.7            0.2                   6.7           (0.1)
Stabilization Act compensation                           -              5.9                   -              5.9
Minority interest                                       (2.8)          (0.6)                 (5.4)          (1.8)
- -------------------------------------------------------------------------------------------------------------------
   Income from continuing operations
     before income taxes                                13.2           33.7                  14.9           89.2
Provision for income taxes                               2.1           13.0                   2.7           32.9
- -------------------------------------------------------------------------------------------------------------------
   Income from continuing operations                    11.1           20.7                  12.2           56.3

Income (loss) from discontinued operations,
   net of tax                                           38.9            1.4                  42.2           (7.0)
- -------------------------------------------------------------------------------------------------------------------
   Net income                                   $       50.0           22.1                  54.4           49.3
===================================================================================================================

Basic net income (loss) per
   common share:
   Continuing operations                        $        0.21          0.38                   0.23           1.06
   Discontinued operations                               0.73          0.03                   0.80          (0.13)
- -------------------------------------------------------------------------------------------------------------------
                                                $        0.94          0.41                   1.03           0.93
- -------------------------------------------------------------------------------------------------------------------
Diluted net income (loss) per
   common share:
Continuing operations                           $        0.21          0.38                   0.23           1.05
   Discontinued operations                               0.73          0.03                   0.80          (0.13)
- -------------------------------------------------------------------------------------------------------------------
                                                $        0.94          0.41                   1.03           0.92
===================================================================================================================

See accompanying notes to consolidated financial statements.

                                       3

                               The Brink's Company
                                and subsidiaries
                      Consolidated Statements of Cash Flows
                                  (In millions)
                                   (Unaudited)

                                                                                               Nine Months
                                                                                            Ended September 30,
                                                                                           2003             2002
- ------------------------------------------------------------------------------------------------------------------
 
Cash flows from operating activities:
Net income                                                                          $       54.4            49.3
Adjustments to reconcile net income to net cash provided
   by operating activities:
      (Income) loss from discontinued operations, net of tax                               (42.2)            7.0
      Depreciation and amortization                                                        126.9           112.0
      Impairment charges from subscriber disconnects                                        26.0            24.8
      Amortization of deferred revenue                                                     (18.9)          (18.0)
      Aircraft heavy maintenance expense                                                    15.8            22.8
      Deferred income taxes                                                                 (6.5)            9.9
      Provision for uncollectible accounts receivable                                       (2.3)            5.5
      Pension expense, net of contributions                                                 18.7           (19.7)
      Other operating, net                                                                   8.3            17.0
      Changes in operating assets and liabilities, net of effects of acquisitions:
         Accounts receivable                                                                 7.5           (42.5)
         Prepaid and other current assets                                                  (16.6)           (5.5)
         Accounts payable and accrued liabilities                                           25.6            53.7
         Deferred subscriber acquisition costs                                             (13.7)          (12.9)
         Deferred revenue from new subscribers                                              20.7            20.2
         Other, net                                                                         (4.7)           (6.2)
      Discontinued operations, net                                                          14.6           (53.9)
- ------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                                  213.6           163.5
- ------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
Capital expenditures                                                                      (147.1)         (139.0)
Aircraft heavy maintenance expenditures                                                    (17.7)          (24.0)
Proceeds from:
   Disposal of natural gas business                                                         81.2             -
   Disposal of property and equipment                                                       14.4             3.4
   Notes receivable and royalties related to sale of former coal operations                 26.0             -
Contributions to Voluntary Employees' Beneficiary Association trust                        (82.0)            -
Acquisitions                                                                                (8.1)            -
Other, net                                                                                  (1.3)            0.5
Discontinued operations, net                                                                (4.7)          (15.7)
- ------------------------------------------------------------------------------------------------------------------
Net cash used by investing activities                                                     (139.3)         (174.8)
- ------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
Long term debt:
   Additions                                                                                81.4           293.0
   Repayments                                                                             (108.6)         (237.1)
   Deferred financing cost                                                                  (0.4)           (1.5)
Short-term borrowings, net                                                                   3.7             9.6
Dividends                                                                                   (3.7)           (4.1)
Redemption of preferred shares                                                               -             (10.8)
Repurchase of common shares                                                                  -              (0.3)
Other                                                                                       (0.1)            1.4
- ------------------------------------------------------------------------------------------------------------------
Net cash provided (used) by financing activities                                           (27.7)           50.2
- ------------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash                                                      6.5            (2.7)
- ------------------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents                                                   53.1            36.2
Cash and cash equivalents at beginning of period                                           102.3            86.7
- ------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                          $      155.4           122.9
==================================================================================================================

See accompanying notes to consolidated financial statements.

                                       4

                               THE BRINK'S COMPANY
                                and Subsidiaries
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

1.       Basis of presentation and accounting changes

         The Brink's Company (along with its subsidiaries, the "Company") has
         three operating segments within its "Business and Security Services"
         businesses:

                        o    Brink's, Incorporated ("Brink's")
                        o    Brink's Home Security, Inc. ("BHS")
                        o    BAX Global Inc. ("BAX Global")

         The Company also has significant assets, including approximately $100
         million of assets held by its Voluntary Employees' Beneficiary
         Association trust ("VEBA"), and liabilities associated with its former
         coal operations and expects to have significant ongoing expenses and
         cash outflows related to former coal operations.

         As discussed in more detail below, the Company sold its natural gas
         business in the third quarter of 2003, sold a portion of its gold
         assets in the fourth quarter of 2003, and has agreed to sell its timber
         business and substantially all of its remaining coal properties located
         in West Virginia. The timber and coal transactions are expected to
         close in late 2003.

         In May 2003, the shareholders of The Pittston Company approved a
         proposal to change the name to "The Brink's Company" and the Company's
         shares now trade on the New York Stock Exchange under the symbol "BCO."
         The Company's shares previously traded on the New York Stock Exchange
         under the symbol "PZB."

         The Company's unaudited consolidated financial statements have been
         prepared in accordance with accounting principles generally accepted in
         the United States of America ("GAAP") for interim financial reporting
         and applicable quarterly reporting regulations of the Securities and
         Exchange Commission. Accordingly, they do not include all of the
         information and notes required by GAAP for complete financial
         statements. In the opinion of management, all adjustments (consisting
         of normal recurring accruals) considered necessary for a fair
         presentation have been included. Certain prior period amounts have been
         reclassified to conform to the current period's financial statement
         presentation. Operating results for the interim periods of 2003 are not
         necessarily indicative of the results that may be expected for the year
         ending December 31, 2003. For further information, refer to the
         Company's Annual Report on Form 10-K for the year ended December 31,
         2002.

         In January 2003, the Financial Accounting Standards Board ("FASB")
         issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of
         Variable Interest Entities." FIN 46 provided guidance on the
         identification of entities for which control is achieved through means
         other than through voting rights ("variable interest entities") and how
         to determine when and which business enterprises should consolidate
         variable interest entities. Variable interest entities created after
         January 31, 2003 are assessed for consolidation using the new
         interpretation. Under FIN 46 and subsequent statements which
         temporarily delayed implementation of FIN 46, variable interest
         entities in which the Company holds a variable interest that it
         acquired before February 1, 2003 will be assessed for consolidation in
         the fourth quarter 2003. The Company is analyzing the impact of this
         interpretation, and based on progress made to date, the interpretation
         is not expected to have a material effect on the Company's consolidated
         financial statements.

                                       5

2.       Earnings per share

                                                               Three Months                       Nine Months
                                                             Ended September 30,              Ended September 30,
         (In millions)                                      2003             2002            2003             2002
         ------------------------------------------------------------------------------------------------------------
 
         Numerator:
         Income from continuing operations             $    11.1           20.7               12.2           56.3
         Preferred stock dividends                           -             (0.2)               -             (0.5)
         Premium on redemption of preferred
           stock (a)                                         -             (0.6)               -             (0.6)
         ------------------------------------------------------------------------------------------------------------
         Numerator for basic and diluted income
           per share from continuing operations       $     11.1           19.9               12.2           55.2
         ============================================================================================================

         Denominator:
         Basic weighted average
           common shares outstanding                        53.3           52.2               53.0           52.0
         Effect of dilutive stock options                    0.1            0.3                -              0.3
         ------------------------------------------------------------------------------------------------------------
         Diluted weighted average
           common shares outstanding                        53.4           52.5               53.0           52.3
         ============================================================================================================
         Antidilutive stock options excluded
           from computation                                  3.0            1.1                3.4            1.1
         ============================================================================================================

         (a) Represents the excess of cash paid to holders over the carrying
             value of the preferred shares redeemed in 2002.

         Unallocated shares of the Company's common stock held by The Brink's
         Company Employee Benefits Trust (the "Trust") are treated as treasury
         shares for earnings per share purposes. Accordingly, such shares are
         excluded from earnings per share calculations. As of September 30, 2003
         and 2002, 0.8 million shares and 1.9 million shares, respectively, were
         held by the Trust.

         The Company accounts for its stock-based compensation plans using the
         intrinsic value method prescribed in Accounting Principles Board
         Opinion No. 25, "Accounting for Stock Issued to Employees" and related
         interpretations. Accordingly, since options are granted with an
         exercise price equal to the market price of the stock on the date of
         grant, the Company has not recognized any compensation expense related
         to its stock option plans.

                                       6

         Had compensation costs for stock-based compensation plans been
         determined based on the fair value of awards at the grant dates
         consistent with the optional recognition provision of SFAS No. 123,
         "Accounting for Stock Based Compensation," net income per share would
         have been the pro forma amounts indicated below:

                                                                 Three Months                     Nine Months
         (In millions, except                                 Ended September 30,            Ended September 30,
         per share amounts)                                  2003             2002           2003             2002
         ------------------------------------------------------------------------------------------------------------
 
         Net income:
             As reported                                  $   50.0         22.1               54.4           49.3
             Less: stock-based compensation
               expense determined under fair value
               method, net of related tax effects             (1.0)        (1.6)              (3.3)          (3.2)
         ------------------------------------------------------------------------------------------------------------
             Pro forma                                    $   49.0         20.5               51.1           46.1
         ============================================================================================================

         Net income per share:
             Basic, as reported                           $    0.94         0.41               1.03           0.93
             Basic, pro forma                                  0.92         0.38               0.97           0.87
             Diluted, as reported                         $    0.94         0.41               1.03           0.92
             Diluted, pro forma                                0.92         0.38               0.97           0.86
         ------------------------------------------------------------------------------------------------------------

         The fair value of each stock option grant is estimated at the time of
         the grant using the Black-Scholes option-pricing model. Pro forma net
         income and net income per share disclosures are computed by amortizing
         the estimated fair value of the grants over option vesting periods.

         During third quarter of 2003, the Company granted options to purchase
         0.6 million shares of the Company's stock with an weighted-average
         exercise price of $15.24 per share. The assumptions used and the
         resulting weighted-average grant-date estimates of fair value for
         options granted are as follows:

                                                        Three Months
         -----------------------------------------------------------------
                                                     Ended September 30,
                                                           2003
         -----------------------------------------------------------------
         Assumptions:
              Expected dividend yield                       0.5%
              Expected volatility                            37%
              Risk-free interest rate                       2.3%
              Expected term (in years)                      4.0
         Fair value estimates:
              In millions                           $       3.0
              Per share                             $      4.69
         -----------------------------------------------------------------

3.       Discontinued operations

         The Company closed the sale of its natural gas business in August 2003
         and received approximately $81 million in net cash proceeds. At the
         effective date of sale, the natural gas business had approximately $24
         million carrying value of net assets.

         In July 2003, the Company agreed to sell its timber business for
         approximately $38 million in cash. The sale of the timber business is
         contingent upon various closing conditions and is expected to close in
         late 2003. At September 30, 2003, the timber business had approximately
         $7 million in the carrying value of net assets and approximately $5
         million in future operating lease obligations that are not expected to
         transfer to the buyers.

                                       7

         Discontinued operations in the third quarter of 2003 includes an
         after-tax gain on the sale of the natural gas business. The after-tax
         results of operations for the natural gas and timber businesses have
         been reclassified from continuing operations to discontinued operations
         for all periods presented. In the first half of 2003, the Company
         recorded a charge in discontinued operations related to a revision of
         the estimated withdrawal liabilities for coal-related multi-employer
         pension plans. In 2002, the Company revised its estimate of coal
         operating losses to be incurred during the disposal period.

         Summary of Discontinued Operations

                                                            Three Months Ended               Nine Months Ended
                                                               September 30,                   September 30,
         (in millions)                                     2003             2002             2003             2002
         ------------------------------------------------------------------------------------------------------------
 
         Gain on sale of natural
           gas business                              $     57.3             -                57.3             -

         Pretax profit (loss):
           Natural gas                                      2.3             2.3              11.2             6.6
           Timber                                           0.1            (0.2)              0.3            (0.7)

         Adjustments to coal
           contingent liabilities                          (0.1)            -                (3.6)            -

         Coal operating losses during
           the disposal period                              -               -                 -             (15.0)
         ------------------------------------------------------------------------------------------------------------
                                                           59.6             2.1              65.2            (9.1)
              Income taxes                                (20.7)           (0.7)            (23.0)            2.1
         ------------------------------------------------------------------------------------------------------------
                  Total                              $     38.9             1.4              42.2            (7.0)
         ============================================================================================================

         The following table shows selected financial information for the
         Company's natural gas and timber businesses for the third quarter and
         first nine months of 2003 and 2002.

                                                            Three Months Ended               Nine Months Ended
                                                               September 30,                   September 30,
         (In millions)                                     2003             2002             2003             2002
         ------------------------------------------------------------------------------------------------------------
 
         Natural gas
         Revenue                                     $      1.6             1.6               7.4             4.8
         Income before income taxes                         2.3             2.3              11.2             6.6
         ============================================================================================================

         Timber
         Revenue                                     $      5.5             5.6              16.0            15.2
         Income before income taxes                         0.1            (0.2)              0.3            (0.7)
         ============================================================================================================

                                       9

4.       Costs of former operations included in continuing operations

         Prior to 2003, expenses related to former coal operations were
         classified as part of discontinued operations. In 2003, the Company
         began recognizing coal-related expenses as a part of continuing
         operations.

                                                                Three Months Ended         Nine Months Ended
                                                                   September 30,             September 30,
         (In millions)                                                 2003                      2003
         ---------------------------------------------------------------------------------------------------
 
         Company-sponsored postretirement
           benefits other than pensions                         $        12.5                    37.2
         Black lung                                                       1.4                     4.3
         Pension                                                         (0.4)                   (0.7)
         Administrative, legal and other
           expenses, net                                                  2.6                     6.4
         Idle and closed mine expense and
           other income                                                   1.1                     4.5
         ---------------------------------------------------------------------------------------------------
                                                                $        17.2                    51.7
         ---------------------------------------------------------------------------------------------------

         In October 2003, the Company reached a definitive agreement to sell
         substantially all of its coal properties in West Virginia. Consummation
         of the proposed transaction is subject to typical closing conditions.

5.       Voluntary Employees' Beneficiary Association trust

         The Company contributed $50 million in the third quarter of 2003 and
         $32 million in the second quarter of 2003 to its Voluntary Employees'
         Beneficiary Association trust ("VEBA"), and at September 30, 2003, the
         Company's VEBA held approximately $100 million. The VEBA is designed to
         tax efficiently fund certain retiree medical liabilities, primarily for
         retired coal miners and their dependents.

         Beginning in the fourth quarter of 2003, the VEBA's assets are invested
         primarily using actively managed accounts with asset allocation targets
         of 70% equity securities and 30% fixed income securities. Prior to the
         fourth quarter of 2003, assets had been invested solely in fixed income
         instruments. Investments held by the VEBA are currently classified as
         available-for-sale and are reported at fair value. Unrealized gains and
         losses are currently recognized in other comprehensive income and
         realized gains and losses are recognized in earnings. Because the new
         asset allocation is more likely to result in larger market value
         fluctuations, the Company expects its earnings and other comprehensive
         income could be affected in the fourth quarter.

         The Company is exploring alternatives which may permit it to account
         for the VEBA assets in accordance with SFAS No. 106, "Employers'
         Accounting for Postretirement Benefits Other Than Pensions". The
         accounting for assets, such as the VEBA, under SFAS No. 106 is similar
         to the accounting for pension trusts under SFAS No. 87, "Employer's
         Accounting for Pensions".

                                       10

6.       Costs associated with exit activities

         In 2003, management initiated a plan to close the Brink's, Incorporated
         corporate headquarters in Darien, Connecticut and relocate employees to
         either the Brink's, Incorporated U.S. headquarters in Coppell, Texas or
         The Brink's Company headquarters in Richmond, Virginia. The following
         summarizes the 2003 expense, payments and liability for such costs and
         the total amount of expense expected to be incurred:

                                                           One-time           Contract
                                                          Termination        Termination
         (In millions)                                     Benefits             Costs           Other        Total
         ---------------------------------------------------------------------------------------------------------
 
         Balance at December 31, 2002                 $         -                 -                -          -
         Expense                                                1.5               -               2.7         4.2
         Payments                                              (0.7)              -              (1.9)       (2.6)
         ---------------------------------------------------------------------------------------------------------
         Balance at September 30, 2003                $         0.8               -               0.8         1.6
         =========================================================================================================

         By the time the plan is completed, a total expense of approximately
         $5-6 million is expected to have been incurred including approximately
         $2 million in one-time termination benefits, approximately $1 million
         in contract termination costs and approximately $2-3 million for other
         costs. In the third quarter of 2003, $3.3 million was recognized as a
         component of selling, general and administrative costs ($4.2 million in
         the first nine months of 2003).

         In International operations at Brink's, Incorporated approximately $4.1
         million of one-time termination benefits were paid and expensed in the
         nine months ended September 30, 2003 associated with European work
         force reductions.

7.       Supplemental cash flow information

                                                                                                Nine Months
                                                                                              Ended September 30,
         (In millions)                                                                       2003             2002
         ----------------------------------------------------------------------------------------------------------
 
         Cash paid for:
           Interest                                                                  $       18.9             17.6
           Income taxes, net of refunds                                                      17.5              7.6
         ==========================================================================================================

         Depreciation of property and equipment                                      $      121.2            107.2
         Amortization of BHS deferred subscriber acquisition costs                            5.7              4.8
         ----------------------------------------------------------------------------------------------------------
         Total depreciation and amortization                                         $      126.9            112.0
         ==========================================================================================================

                                       11

8.       Comprehensive income

                                                              Three Months                        Nine Months
                                                            Ended September 30,               Ended September 30,
         (In millions)                                     2003             2002             2003             2002
         -----------------------------------------------------------------------------------------------------------
 
         Net income                                  $      50.0           22.1               54.4           49.3
         Other comprehensive income (loss),
           net of reclasses and taxes:
              Foreign currency translation
                adjustments                                  3.0           (9.2)              25.2            0.8
              Deferred benefit (expense) on
                cash flow hedges                            (2.0)          (0.2)               2.6           (0.8)
              Unrealized losses on
                marketable securities                       (0.2)          (0.1)              (0.1)          (0.2)
         -----------------------------------------------------------------------------------------------------------
         Comprehensive income                        $      50.8           12.6               82.1           49.1
         ===========================================================================================================

9.       Contingencies

         The Company is defending various potentially significant civil suits.
         Although the Company is defending these cases vigorously and believes
         that its defenses have merit, it is possible that one or more of these
         suits ultimately may be decided in favor of the plaintiffs. If so, the
         Company expects that the ultimate amount of unaccrued losses could
         range from $0 to $40 million.

         At September 30, 2003, the present value of the Company's obligations
         for coal equipment operating leases and advance minimum royalty
         obligations that are expected to be transferred to purchasers was
         approximately $8 million. The Company expects to transfer substantially
         all of these obligations to the purchaser of its West Virginia coal
         properties. To the extent that obligations are not transferred to
         purchasers, the Company may need to record additional expense.

         The Company will continue to record adjustments to contingent assets
         and liabilities for former coal operations within discontinued
         operations.

         At September 30, 2003, the liability recorded for the Company's United
         Mine Workers of America ("UMWA") Combined Benefit Fund obligations
         under the Coal Industry Retiree Health Benefit Act of 1992 was $168.4
         million, reflecting the recorded liability at December 31, 2002 less
         payments made since the end of 2002. This liability will be adjusted as
         new historical data is received and assumptions used to estimate the
         liability change. The Company normally revises its estimated liability
         in the fourth quarter each year when it receives the annual actuarial
         evaluation.

         The Company participates in the UMWA 1950 and 1974 pension plans at
         defined contribution rates, but expects to ultimately withdraw from
         these plans. At September 30, 2003, the Company's estimated withdrawal
         liabilities were $38.0 million. The Company's estimate of the
         obligation is based on several factors, including funding status and
         benefit levels of the plans and the date the Company is determined to
         have completely withdrawn from the plans. Since these factors may
         change over time, the ultimate withdrawal obligation, if any, could
         change materially.

                                       12

         The Company has also recorded estimated liabilities for other
         contingent liabilities, including those for expected settlement of
         coal-related workers' compensation claims and certain reclamation
         obligations. Annual actuarial and engineering valuations of these
         liabilities are typically completed in the fourth quarter each year.

         In 1999, the U.S. District Court of the Eastern District of Virginia
         entered a final judgment in favor of certain of the Company's
         subsidiaries, ruling that the Federal Black Lung Excise Tax ("FBLET")
         is unconstitutional as applied to export coal sales. Through September
         30, 2003, the Company had received refunds including interest of $27.2
         million, including $2.8 million received in 2003. The Company continues
         to pursue the refund of other FBLET payments. Due to uncertainty as to
         the ultimate receipt of additional amounts, if any, which could amount
         to as much as $18 million (before income taxes), as well as the timing
         of any additional FBLET refunds, the Company has not currently recorded
         receivables for such additional FBLET refunds.

                                       13

                               The Brink's Company
                                and Subsidiaries
                     Management's Discussion and Analysis of
                  Results of Operations and Financial Condition

Summary
The Brink's Company (along with its subsidiaries, the "Company") has three
operating segments within its "Business and Security Services" businesses:

                        o    Brink's, Incorporated ("Brink's")
                        o    Brink's Home Security, Inc. ("BHS")
                        o    BAX Global Inc. ("BAX Global")

The major services offered by Brink's include armored car transportation,
automated teller machine ("ATM") replenishment and servicing, currency and
deposit processing, coin sorting and wrapping, arranging the secure air
transportation of valuables ("Global Services") and the deploying and servicing
of safes and safe control devices, including its patented CompuSafe(R) service.
BHS is primarily engaged in the business of marketing, selling, installing,
monitoring and servicing electronic security systems in owner-occupied,
single-family residences in North America. BAX Global provides transportation
and supply chain management services on a global basis, specializing in the
heavy freight market for business-to-business shipping.

The Company also has significant assets, including approximately $100 million of
assets held by its Voluntary Employees' Beneficiary Association trust ("VEBA"),
and liabilities associated with its former coal operations and expects to have
significant ongoing expenses and cash outflows related to former coal
operations.

As discussed in more detail below, the Company sold its natural gas business in
the third quarter of 2003, sold the majority of its gold assets in the fourth
quarter of 2003, and has agreed to sell its timber business and substantially
all of its remaining coal properties located in West Virginia. The timber and
coal transactions are expected to close in late 2003.

Throughout this report, the reference to constant currency is made so that a
segment can be viewed without the impacts of changing foreign currency exchange
rates, facilitating a comparative view of business growth. In the third quarter
and first nine months of 2003 the U.S. dollar generally weakened against other
currencies, so growth at constant currency exchange rates was lower than growth
at actual currency exchange rates. Changes in foreign currency exchange rates
have not materially affected period-to-period comparisons of operating profit.

                                       14

                              RESULTS OF OPERATIONS

Consolidated

                                             Three Months                              Nine Months
                                          Ended September 30,        %            Ended September 30,        %
(Dollars in millions)                    2003             2002    Change          2003           2002      Change
- ------------------------------------------------------------------------------------------------------------------
 
Revenues:
Brink's                              $    427.2          387.6      10        $  1,229.3       1,188.7        3
   BHS                                     78.9           72.2       9             229.3         209.6        9
   BAX Global                             493.3          483.3       2           1,430.3       1,343.0        7
- ------------------------------------------------------------------------------------------------------------------
     Business and Security
       Services                           999.4          943.1       6           2,888.9       2,741.3        5
   Other Operations                         5.8            3.4      71              16.5          11.0       50
- ------------------------------------------------------------------------------------------------------------------
     Revenues                        $  1,005.2          946.5       6        $  2,905.4       2,752.3        6
==================================================================================================================

Operating profit (loss):
   Brink's                           $     33.4           16.1     107        $     68.0          67.6        1
   BHS                                     18.1           14.2      27              52.5          45.0       17
   BAX Global                              (5.3)           9.9      NM             (13.3)          6.4       NM
- ------------------------------------------------------------------------------------------------------------------
     Business and Security
       Services                            46.2           40.2      15             107.2         119.0      (10)
   Former coal operations                 (17.2)           -        NM             (51.7)          -         NM
   Corporate and other                     (7.1)          (6.7)     (6)            (22.3)        (16.7)     (34)
- ------------------------------------------------------------------------------------------------------------------
     Operating profit                $     21.9           33.5     (35)       $     33.2         102.3      (68)
==================================================================================================================

Income (loss) from:
   Continuing operations             $     11.1          20.7      (46)       $     12.2          56.3      (78)
   Discontinued operations                 38.9           1.4       NM              42.2          (7.0)      NM
- ------------------------------------------------------------------------------------------------------------------
     Net Income                      $     50.0          22.1      126        $     54.4          49.3       10
==================================================================================================================

Income from continuing operations was lower in the third quarter and first nine
months of 2003 principally due to significant expenses associated with former
coal operations recorded in continuing operations beginning in 2003. In 2002,
these types of expenses were included within discontinued operations. Operating
profit from Business and Security Services improved in the third quarter over
the 2002 period as improved performance at Brink's and BHS were partially offset
by lower results at BAX Global. Operating profit from Business and Security
Services in the nine months in 2003 was lower than the 2002 period primarily
because of lower results at BAX Global.

Operating profit at Brink's in the third quarter improved from the prior year on
better international earnings. Brink's operating profit in the first quarter of
last year reflected the benefit of special euro currency-related processing and
transportation work. BAX Global's results in North America are below last year's
level primarily as a result of lower shipments through its largely fixed-cost
Intra-American air transportation network.

Discontinued operations in the third quarter of 2003 include an after-tax gain
on the sale of the natural gas business. The after-tax results of operations for
the natural gas and timber businesses have been reclassified from continuing
operations to discontinued operations for all periods presented. In the first
half of 2003, the Company recorded a charge in discontinued operations related
to a revision of the estimated withdrawal liabilities for coal-related
multi-employer pension plans. In 2002, the Company revised its estimate of coal
operating losses to be incurred during the disposal period.

                                       15

Brink's, Incorporated

                                             Three Months                             Nine Months
                                          Ended September 30,      %               Ended September 30,      %
(Dollars in millions)                    2003             2002   Change            2003           2002    Change
- ------------------------------------------------------------------------------------------------------------------
 
Revenues:
   North America (a)                  $   179.6          175.6       2        $    531.2          516.7       3
   International                          247.6          212.0      17             698.1          672.0       4
- ------------------------------------------------------------------------------------------------------------------
     Revenues                         $   427.2          387.6      10        $  1,229.3        1,188.7       3
==================================================================================================================
Operating profit:
   North America (a)                  $    14.3           13.0      10        $     35.6           37.1      (4)
   International                           19.1            3.1      NM              32.4           30.5       6
- ------------------------------------------------------------------------------------------------------------------
     Segment operating profit         $    33.4           16.1     107        $     68.0           67.6       1
==================================================================================================================

Operating margin:                            (%)           (%)                       (%)            (%)
   North America (a)                        8.0            7.4                       6.7            7.2
   International                            7.7            1.5                       4.6            4.5
   Total                                    7.8            4.2                       5.5            5.7
==================================================================================================================

Depreciation and amortization         $    17.5           15.9      10        $     50.5           45.7      11
Capital expenditures                       19.3           21.6     (11)             54.2           55.1      (2)
==================================================================================================================

(a) Includes U.S. and Canada.

Improved revenues and operating profit for the quarter at Brink's reflected
better results in all regions, with the largest improvements in Europe and South
America. The slightly higher results in the first nine months of 2003 were
primarily due to higher International operating profit, partially offset by
lower North American operating profit. Year-to-date International operating
profit increased over the prior year period, despite the higher profit levels
achieved in the first quarter of 2002 associated with special euro currency
processing and transportation work.

North America
North American operating profits were 10% higher in the third quarter of 2003
versus the prior year on a 2% increase in revenues (1% increase in revenues on a
constant currency basis). The improvement in operating profit was primarily due
to a $4.7 million gain on the sale of operating assets and improved performance
from the cash logistics operations, partially offset by $3.3 million of
severance and other costs associated with the closure of its former headquarters
in Darien, Connecticut, and higher employee benefit expenses.

In 2003, management initiated a plan to close Brink's corporate headquarters in
Darien, Connecticut and relocate employees to either Brink's U.S. headquarters
in Coppell, Texas, or The Brink's Company headquarters in Richmond, Virginia. As
a result, approximately $5-6 million of severance and other costs are expected
to be incurred in the U.S. during 2003, of which $3.3 million were recognized in
the third quarter ($4.2 million in the first nine months of 2003).

The increase in employee benefit costs in 2003 included higher expense from the
Company's primary U.S. pension plan and higher health care costs for active
employees.

                                       16

North American operating profits were 4% lower in the first nine months of 2003
over the same period of 2002 on a 3% increase in revenues (2% increase in
revenues on a constant currency basis) in the first nine months of 2003. Lower
year-to-date operating profit in North America was primarily due to the higher
employee benefit, severance and other costs mentioned above, offset by the gain
on the sale of operating assets and improved performance in the cash logistics
operations.

International
International operating profits were $16 million higher in the third quarter of
2003 versus the 2002 period on a 17% increase in revenues (8% increase in
revenues on a constant currency basis). Improved results in the quarter included
higher local currency revenues and operating profits in Europe and South America
as discussed in more detail below. International operating profits for the nine
month period were 6% higher than the 2002 period on a 4% increase in revenues
(1% decrease in revenues on a constant currency basis). Improvements in local
currency revenues and operating profit in South America and Asia Pacific in the
year-to-date 2003 period over 2002 were offset by lower European revenues and
operating profits. European revenue and operating profits in the first-quarter
of 2002 benefited from the special euro currency processing and transportation
work associated with the introduction of the euro on January 1, 2002.

European operating profit in the third quarter of 2003 improved from 2002
reflecting improvements in a number of countries, and the benefits of management
and operational changes, particularly in France and Germany. European revenues
on a constant currency basis were higher generally due to better performance and
partially because of additional revenues associated with an acquisition in
Belgium. Europe's operating profit for the first nine months of 2003 was below
the same period last year primarily due to the absence of the euro work
performed in the first quarter of 2002 and approximately $4.1 million in
severance expense incurred in 2003 associated with European workforce
reductions. Although the economies in Europe continue to be sluggish, European
operating results for the remainder of 2003 are expected to continue to benefit
from management changes and workforce reductions made to align resources to meet
business needs.

In South America, operating profit in the third quarter of 2003 was higher than
in the same quarter last year reflecting better performance in Venezuela.
Venezuela is Brink's largest operation in South America. Favorable market
conditions and lower labor costs as a percentage of revenue benefited
Venezuela's performance in 2003. South America's operating profit in the first
nine months of 2003 was higher than the same period last year primarily due to
the improved results in Venezuela, partially offset by lower operating
performance in Brazil (Brink's second largest operation in South America) as a
result of the continuing difficult economic and operating conditions. Overall,
economic conditions in South America seem to be improving, although the
conditions remain volatile.

Asia Pacific operating profits in the third quarter and first nine months of
2003 were higher than for the same periods last year primarily due to improved
results in Australia and Hong Kong.

                                       17

Brink's Home Security

                                                Three Months                          Nine Months
                                             Ended September 30,        %           Ended September 30,      %
(Dollars in millions)                        2003            2002    Change        2003             2002   Change
- -------------------------------------------------------------------------------------------------------------------
 
Revenues                                 $   78.9            72.2        9      $  229.3          209.6       9
- -------------------------------------------------------------------------------------------------------------------
Operating profit:
Recurring services (a)                   $   31.7            26.5       20      $   93.4           81.1      15
Investment in new subscribers (b)           (13.6)          (12.3)      11         (40.9)         (36.1)     13
- -------------------------------------------------------------------------------------------------------------------
   Segment operating profit              $   18.1            14.2       27      $   52.5           45.0      17
===================================================================================================================
Operating margin                             22.9%           19.7%                  22.9%          21.5%
Monthly Recurring Revenues (c)                                                  $   22.7           20.5      11
===================================================================================================================

Cash flow information:
Depreciation and amortization (d)        $   12.1            11.3        7      $   35.5           32.0      11
Impairment charges from
   subscriber disconnects                     9.9             9.4        5          26.0           24.8       5
Amortization of deferred revenue (e)         (6.7)           (6.2)       8         (18.9)         (18.0)      5
Deferred subscriber acquisition costs
   (current year payments)                   (4.8)           (4.5)       7         (13.7)         (12.9)      6
Deferred revenue from new subscribers
   (current year receipts)                    7.5             6.9        9          20.7           20.2       2
Capital expenditures                        (25.9)          (22.3)      16         (71.9)         (63.0)     14
===================================================================================================================

(a)  Reflects operating profit generated from the existing subscriber base plus
     the amortization of deferred revenues, less the amortization of deferred
     subscriber acquisition costs (primarily direct selling expenses).
(b)  Primarily marketing and selling expenses, net of the deferral of direct
     selling expenses, incurred in the acquisition of new subscribers.
(c)  See "Reconciliation of Non-GAAP Measures-Monthly Recurring Revenues."
(d)  Includes amortization of deferred subscriber acquisition costs.
(e)  Includes amortization of deferred revenue related to active subscriber
     accounts as well as acceleration of amortization of deferred revenue
     related to subscriber disconnects.

The increase in BHS revenues for the third quarter and first nine months of 2003
versus the comparable 2002 periods was primarily due to an 8% larger average
subscriber base as well as 2% higher average monitoring rates in each period.
The slight increase in average monitoring rates is primarily due to changes in
the customer base. The above factors also contributed to an 11% increase in
Monthly Recurring Revenues for September 2003 as compared to September 2002.

Segment operating profit increased $3.9 million for the third quarter and $7.5
million for the first nine months of 2003 from the same periods of 2002 as
higher profit from recurring services was partially offset by an increased
investment in new subscribers. Higher profit from recurring services was
primarily due to increased revenues and improved service margins, partially
offset by higher costs associated with the larger subscriber base.

                                       18

Subscriber Information

                                             Three Months                           Nine Months
                                          Ended September 30,        %            Ended September 30,       %
(Subscriber data in thousands)           2003             2002     Change         2003            2002    Change
- -----------------------------------------------------------------------------------------------------------------
 
Number of subscribers:
   Beginning of period                    795.6           738.6                    766.7          713.5
   Installations                           32.6            26.8        22           88.3           77.7      14
   Disconnects                            (15.0)          (14.7)        2          (41.8)         (40.5)      3
- -----------------------------------------------------------------------------------------------------------------
   End of period                          813.2           750.7         8          813.2          750.7       8
=================================================================================================================
Average number of subscribers             804.3           744.2         8          788.8          732.1       8
Annualized disconnect rate                  7.4%            7.9%                     7.1%           7.4%
=================================================================================================================

Installations increased 22% for the third quarter and 14% for the first nine
months of 2003 as compared to the same periods of 2002 primarily as a result of
growth in traditional as well as newer customer acquisition channels. BHS
believes its 2003 annualized disconnect rates of 7.4% for the quarter and 7.1%
year-to-date improved over the comparable periods of 2002 largely due to the
cumulative effect of having improved its subscriber selection and retention
processes in recent years and its high quality customer service. Disconnect
rates are typically higher in the second and third quarters of the year because
of an increase in residential moves during summer months.

On October 1, 2003, the national "Do Not Call" list was implemented. Although
most of its new subscribers are attracted through other means, a portion of BHS'
new installations are initiated by calls to potential customers. Since there are
other ways to initiate a sale, the impact, if any, that the "Do Not Call" list
will have on BHS' ability to attract new subscribers, or the costs to attract
new subscribers cannot be determined at present.

Reconciliation of Non-GAAP Measures - Monthly Recurring Revenues

                                                          Nine Months
                                                       Ended September 30,
(In millions)                                        2003             2002
- -----------------------------------------------------------------------------
September:
   Monthly Recurring Revenues ("MRR") (a)       $     22.7            20.5
   Amounts excluded from MRR:
     Amortization of deferred revenue                  2.1             1.9
     Other revenues (b)                                1.6             1.6
- -----------------------------------------------------------------------------
   Revenues on a GAAP basis                     $     26.4            24.0
=============================================================================

Revenues on a GAAP basis:
   September                                    $     26.4            24.0
   January - August                                  202.9           185.6
- -----------------------------------------------------------------------------
   January - September                          $    229.3           209.6
=============================================================================

(a)  MRR is 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 contracted monitoring and maintenance services.
(b)  Revenues that are not pursuant to monthly contractual billings

The Company believes the presentation of MRR is useful to investors because the
measure is widely used in the industry to assess the amount of recurring
revenues from subscriber fees a home security business produces.

                                       19

BAX Global

                                               Three Months                           Nine Months
                                            Ended September 30,      %             Ended September 30,      %
(Dollars in millions)                      2003            2002    Change         2003             2002   Change
- ------------------------------------------------------------------------------------------------------------------
 
Revenues:
   Americas                             $   238.7         255.8      (7)        $   708.9        729.1        (3)
   International                            273.2         245.2      11             775.9        664.6        17
   Eliminations/other                       (18.6)        (17.7)     (5)            (54.5)       (50.7)       (7)
- ------------------------------------------------------------------------------------------------------------------
     Revenues                           $   493.3         483.3       2         $ 1,430.3      1,343.0         7
==================================================================================================================
Operating profit (loss):
   Americas                             $   (11.3)          4.0       NM        $   (31.6)       (10.3)       NM
   International                              8.9           9.3      (4)             24.3         25.4        (4)
   Other                                     (2.9)         (3.4)     15              (6.0)        (8.7)       31
- ------------------------------------------------------------------------------------------------------------------
     Segment operating profit (loss)    $    (5.3)          9.9       NM        $   (13.3)         6.4        NM
==================================================================================================================

Operating Margin:                             (%)           (%)                       (%)           (%)
   Americas                                  (4.7)          1.6                      (4.5)        (1.4)
   International                              3.3           3.8                       3.1          3.8
   Total                                     (1.1)          2.0                      (0.9)         0.5
==================================================================================================================
Depreciation and amortization           $    11.9          10.5      13         $    36.0         32.0       13
Capital expenditures                          5.6           6.0      (7)             18.6         15.8       18
==================================================================================================================
Intra-American revenue                  $   118.1         124.9      (5)        $   336.1        349.3       (4)
Worldwide expedited freight
services:
   Revenues                             $   370.3         375.3      (1)          1,078.0      1,038.9        4
   Weight in pounds                         391.3         398.1      (2)          1,141.6      1,118.6        2
==================================================================================================================

In the third quarter of 2003, BAX Global's operating results were $15.2 million
below the same quarter last year on a 2% increase in revenues (1% decrease in
revenues on a constant currency basis). For the nine months ended September 30,
2003, BAX Global's operating results were $19.7 million below the same period
last year on a 7% increase in revenues (2% increase in revenues on a constant
currency basis). Results were lower as the effects of lower volumes and a shift
from expedited deliveries to deferred products in the Intra-American network
were only partially offset by increased air export volumes and supply chain
management activity in Asia Pacific.

Americas
BAX Global's third quarter 2003 operating loss in the Americas region was $15.3
million higher than the same 2002 period on a 7% decrease in revenues. The
operating loss in the nine-month period in 2003 was $21.3 million higher than in
the same period of 2002 on 3% lower revenues. A decrease in Intra-American
volumes of higher-yielding overnight and second day airfreight, more than offset
an increase in volumes for freight with deferred delivery and volumes related to
BAX Global's new wholesale freight forwarding product. Deferred delivery
shipments are generally transported via truck on BAX Global's North American
ground transportation network or, if space is available, the shipments may be
transported on its Intra-American air transportation network. Management
believes that much of the shift from expedited to deferred shipments is likely
to continue. However, in an improving economy the absolute weight of expedited
freight is likely to increase.

                                       20

U.S. air export revenues reflect the benefit of a portion of the surcharges
charged by airlines being passed to customers. U.S. air export volumes were
slightly higher in the 2003 periods over 2002, while revenue per pound,
excluding surcharges, declined in the 2003 periods as compared to the same
periods of 2002. Growth in the U.S. supply chain management business increased
revenues in the third quarter and first nine months of 2003 as compared to the
same period of 2002 due to the addition of new customers as well as increased
activity for existing customers. BAX Global's revenues and operating results in
the third quarter of 2003 were also adversely affected by lower third-party
aircraft charter activity compared to the prior year period.

The 2003 operating loss in the Americas includes higher expense from the
Company's primary U.S. pension plan as well as higher health care costs in the
2003 periods. Heavy maintenance expense was $6.3 million lower in the first nine
months of 2003 compared to the same 2002 period primarily due to adjustments
made in the first half of 2003 in conjunction with the renegotiation of certain
return provisions of its aircraft lease agreements and the completion of a study
of the lease agreements. Lower flight hours as a result of lower third-party
aircraft charter activity also reduced heavy maintenance expense in the third
quarter of 2003.

International
International operating profits decreased 4% for the third quarter compared to
the 2002 period on an 11% increase in revenues (6% increase in revenues on a
constant currency basis). International operating profit decreased 4% for the
first nine months of 2003 compared to the 2002 period on 17% higher revenues (9%
increase in revenues on a constant currency basis). A decrease in operating
profits in the Atlantic region was partially offset by improved profits in Asia
Pacific. Reduced demand and competitive market pressures in the Atlantic region
continue with the weak European economy resulting in lower export volumes and
flat import volumes compared with the 2002 quarter. The effects of the weak
European economy are expected to continue into at least the fourth quarter of
2003. Revenues and operating profit for the three and nine months ended
September 30, 2003 benefited from an increase in Asia Pacific air export volumes
within the Asia Pacific region and to the U.S.. In addition, Asia Pacific's
results benefited from growth in supply chain management operations, including
the effects of an expansion of operations in China during the first nine months
of 2003 as well as increased activity from existing customers.

Other
Other operating loss decreased $0.5 million in the quarter and $2.7 million in
the first nine months of 2003 versus the prior year periods partially due to
foreign currency exchange transaction gains.

Former coal operations
Prior to 2003, expenses related to former coal operations were classified as
part of discontinued operations. In 2003, the Company began recognizing
coal-related expenses as a part of continuing operations.

Costs of former coal operations included in continuing operations

                                       Three Months Ended    Nine Months Ended
                                        September 30,          September 30,
(In millions)                                 2003                 2003
- ------------------------------------------------------------------------------
Company-sponsored postretirement
    benefits other than pensions       $        12.5               37.2
Black lung                                       1.4                4.3
Pension                                         (0.4)              (0.7)
Administrative, legal and other
    expenses, net                                2.6                6.4
Idle and closed mine expense and
    other income                                 1.1                4.5
- ------------------------------------------------------------------------------
                                       $        17.2               51.7
==============================================================================

                                       21

Administrative, legal and other expenses, net, are expected to decline as
administrative functions are reduced and residual assets sold. Expenses related
to residual assets include property taxes, insurance and lease payments. In
October 2003, a definitive agreement to sell substantially all of the Company's
coal properties in West Virginia was reached. Consummation of the proposed
transaction is subject to typical closing conditions.

The Company has a Voluntary Employees' Beneficiary Association trust ("VEBA")
with approximately $100 million of assets at September 30, 2003 available to pay
for certain of the Company's benefit obligations related to former coal
employees.

The Company has contingent liabilities associated with its former coal
operations. The Company expects certain of the estimated values of such
liabilities to be revised in the fourth quarter as a result of information
received from third parties.

Corporate expenses and other
Corporate expenses and other include the results of operations from the
Company's gold business. Corporate expenses and other increased $0.4 million and
$5.6 million for the three and nine months ended September 30, 2003 primarily as
a result of higher benefit related expenses. In addition, in the first nine
months of 2003, increased revenue from the remaining gold operations was more
than offset by the increased costs of mining.

In October 2003, the Company sold its 23.3% interest in MPI Mines Ltd., an
Australian minerals exploration and development Company with interests in gold
and nickel, for approximately $19 million in cash. A gain of approximately $10
million will be reported as other operating income in continuing operations in
the fourth quarter of 2003.

Corporate expenses in the fourth quarter of 2003 and in 2004 are expected to
include additional costs resulting from compliance with Section 404 of the
Sarbanes-Oxley Act of 2002.

Foreign operations
The Company operates in more than 100 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, its results are affected by changes in the value of
the various foreign currencies in relation to the U.S. dollar. Changes in
exchange rates may also affect transactions which are denominated in currencies
other than the functional currency. The diversity of foreign operations helps to
mitigate a portion of the impact that foreign currency fluctuations in any one
country may have on the Company's consolidated results. The Company, from time
to time, uses foreign currency forward contracts to hedge transactional risks
associated with foreign currencies. Translation adjustments of net monetary
assets and liabilities denominated in the local currency relating to operations
in countries with highly inflationary economies are included in net income,
along with all transaction gains or losses for the period.

Brink's Venezuelan subsidiary was considered to be operating in a highly
inflationary economy during 2002. However, Venezuela was no longer treated as
having a highly inflationary economy effective January 1, 2003. It is possible
that the economy in Venezuela may be considered highly inflationary again at
some time in the future.

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

                                       22

Selling, general and administrative expenses
Selling, general and administrative expenses is a component of each segment's
previously discussed operating profit. Selling, general and administrative
expenses increased $10.5 million for the third quarter and $35.9 million in the
first nine months of 2003 as compared to the same periods of 2002 primarily due
to the inclusion in 2003 of administrative costs related to former coal
operations, higher reported expense as a result of the strengthening of certain
currencies relative to the U.S. dollar, primarily in Europe, and higher
benefit-related costs.

Other operating income, net
Other operating income, net, which is a component of each operating segment's
previously discussed operating profit, includes the Company's share of net
earnings or losses of unconsolidated affiliates, royalty income and gains and
losses from foreign currency exchange. The increase in other operating income
for the three and nine month periods of 2003 is primarily attributable to a $4.7
million gain on the sale of operating assets. The nine months ended September
30, 2003 also included $1.1 million higher foreign currency exchange
transactions and $1.6 million in gains from the sale of residual assets of the
former coal operations.

Interest expense
Interest expense increased $1.3 million in the third quarter and $2.5 million in
the first nine months of 2003 as compared to the same periods of 2002 primarily
due to the inclusion of interest expense related to Dominion Terminal Associates
("DTA") in the 2003 periods. In conjunction with the disposal of its coal
operations, the Company transferred its interest in the operations of DTA, a
coal terminal in Newport News, Virginia, but retained contingent obligations of
related debt. Since the Company no longer has an interest in DTA, its related
$43.2 million guarantee of the underlying debt was reclassified to long-term
debt from noncurrent liabilities at December 31, 2002. In prior periods, the
cost associated with the bonds was included in discontinued operations. In
addition, 2003 interest expense was higher due to the accretion of interest
related to former coal operations' retained leases and minimum royalty
agreements partially offset by a decrease in U.S. borrowings and lower interest
rates.

Interest and other income, net
Interest and other income, net increased $0.5 million in the third quarter and
$6.8 million in the first nine months of 2003 over the same 2002 periods. The
increase is primarily attributable to a $2.6 million second-quarter 2003 gain
related to a $19.8 million prepayment of the notes and royalties receivable
collected as part of the consideration in the sale of its former Virginia coal
operations as well as the interest income, that in 2002 was included as part of
discontinued operations, from the Company's Voluntary Employees' Beneficiary
Association trust ("VEBA").

Stabilization Act compensation
Stabilization Act compensation of $5.9 million received in the third quarter of
2002 represents amounts received by the Company from the U.S. government
pursuant to the Air Transportation Safety and System Stabilization Act.

Income taxes
The effective tax rate for continuing operations for the first nine months of
2003 was 18.1%, compared to 36.9% for the same period of 2002. The 2003
provision for income taxes is less than the 35% U.S. statutory income tax rate
primarily due to the resolution of tax issues from prior years, partially offset
by return to accrual adjustments and state income taxes. The 2002 provision for
income taxes was higher than the 35% U.S. statutory income tax rate primarily
due to state income taxes, partially offset by lower taxes on certain foreign
earnings. The Company's effective tax rate may fluctuate materially from period
to period due to changes in the expected geographical mix of earnings and other
factors.

                                       23

Discontinued operations

In July 2003, the Company agreed to sell its timber business for approximately
$38 million in cash. The sale of the timber business is contingent upon various
closing conditions and is expected to close in late 2003. At September 30, 2003,
the timber business had approximately $7 million in the carrying value of net
assets and approximately $5 million in future operating lease obligations that
are not expected to transfer to the buyers.

The Company closed the sale of its natural gas business in August 2003 and
received approximately $81 million in net cash proceeds. At the effective date
of sale, the natural gas business had approximately $24 million carrying value
of net assets.

                                       24

                         LIQUIDITY AND CAPITAL RESOURCES

Cash flows before financing activities increased $85.6 million in the first nine
months of 2003 compared to the first nine months of 2002. Cash provided by
operating activities improved primarily due to a 2002 contribution to the
Company's U.S. Pension Plan. Cash flows from investing activities improved
primarily because of amounts collected related to the sale of the coal and
natural gas businesses, partially offset by contributions to the Company's
Voluntary Employees' Beneficiary Association trust ("VEBA").

Summary of cash flow information:

                                                                                                Nine Months
                                                                                             Ended September 30,
(In millions)                                                                               2003              2002
- ---------------------------------------------------------------------------------------------------------------------
 
Cash flows from operating activities:
   Continuing operations:
      Before changes in operating assets and liabilities                           $       180.2            210.6
      Changes in assets and liabilities, including working capital                          18.8              6.8
   Discontinued operations:
      Natural gas and timber                                                                14.6              7.9
      Coal                                                                                   -              (61.8)
- ---------------------------------------------------------------------------------------------------------------------
     Operating activities                                                                  213.6            163.5
- ---------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
   Continuing operations:
      Capital expenditures                                                                (147.1)          (139.0)
      Aircraft heavy maintenance expenditures                                              (17.7)           (24.0)
      Proceeds from sale of natural gas business                                            81.2              -
      Notes receivable and royalties related to sale of former coal operations              26.0              -
      Contributions to VEBA                                                                (82.0)             -
      Other                                                                                  5.0              3.9
   Discontinued operations:
      Natural gas and timber                                                                (4.7)            (3.4)
      Coal                                                                                   -              (12.3)
- ---------------------------------------------------------------------------------------------------------------------
     Investing activities                                                                 (139.3)          (174.8)
- ---------------------------------------------------------------------------------------------------------------------

Cash flows before financing activities                                             $        74.3            (11.3)
=====================================================================================================================

Operating activities
Cash provided by operating activities was $50.1 million higher in the first nine
months of 2003 compared to the same period in 2002 primarily due to a $35.1
million contribution the Company made to its U.S. pension plan in 2002 and
higher cash outflows in 2002 related to former coal operations. Cash provided by
operating activities was also higher due to an increase in the amount of cash
provided by operating activities at Brink's and BHS, partially offset by lower
amounts provided by BAX Global. In addition, the former natural gas business
provided higher cash from operating activities on higher natural gas prices.

The Company's former coal operations were sold or shut down in December 2002.
Approximately $61.8 million of coal-related cash outflows from operating
activities were classified as discontinued operations in the 2002 statements of
cash flows, including approximately $45.2 million related to obligations the
Company ultimately retained. In 2003, cash outflows of $43.1 million for these
retained obligations are included in continuing operations. Besides the payments
related to retained obligations, the Company's former coal operations used $16.6
million of cash in the first nine months of 2002 largely due to the poor
performance of the Company's mining operations in the face of difficult industry
conditions.

                                       25

In October 2003, the Company made a $20 million voluntary contribution to its
primary U.S. pension plan.

Investing activities
Cash used by investing activities in the first nine months of 2003 was lower
than for the same period in 2002 as the $81 million of cash proceeds from the
2003 sale of the natural gas business and the realization in 2003 of $26 million
of cash related to the prior-year sale of the Company's former Virginia coal
operations were partially offset by an $82 million contribution to the Company's
VEBA in 2003.

Investing activities also had approximately $11 million of higher proceeds from
the sale of operating assets, primarily at Brink's, offset by approximately $8
million of cash used for acquisitions, also primarily at Brink's.

                                                      Nine Months
                                                   Ended September 30,
                                                  2003             2002
- ----------------------------------------------------------------------------
Capital expenditures:
   Brink's                                  $   54.2                  55.1
   Brink's Home Security                        71.9                  63.0
   BAX Global                                   18.6                  15.8
- ----------------------------------------------------------------------------
     Business and Security Services            144.7                 133.9
   Corporate and other                           2.4                   5.1
- ----------------------------------------------------------------------------
     Capital expenditures                   $  147.1                 139.0
- ----------------------------------------------------------------------------

Capital expenditures for the first nine months of 2003 were $8.1 million higher
than for the same period in 2002 primarily due to an increase in subscriber
installations at BHS as well as an increase in spending on information
technology projects at BAX Global.

Aircraft heavy maintenance expenditures decreased $6.3 million during the first
nine months of 2003 to $17.7 million as compared to the same period of 2002 due
to fewer engine overhauls in 2003 and the timing of maintenance. The Company
expects to spend between $20 million and $25 million on aircraft heavy
maintenance in 2003.

Capital expenditures in 2003 are currently expected to range from $200 million
to $210 million versus the approximately $200 million spent in 2002. The
increase is largely due to a higher level of customer installations at BHS.

In October 2003, the Company sold its 23.3% interest in MPI Mines Ltd. for
approximately $19 million in cash. Subsidiaries of the Company have entered into
definitive agreements regarding the sale of its timber and West Virginia coal
assets and, subject to the satisfaction of typical closing conditions, the
Company expects the sales to be consummated in late 2003.

                                       26

Business segment cash flows
The Company's cash flows before financing activities for each of the operating
segments are presented below:

                                                                                               Nine Months
                                                                                            Ended September 30,
(In millions)                                                                               2003            2002
- -------------------------------------------------------------------------------------------------------------------
 
Cash flows before financing activities:
   Brink's                                                                         $       77.3              54.3
   BHS                                                                                     34.1              33.6
   BAX Global                                                                             (16.7)             10.5
   Corporate, other operations and former coal operations:
      Proceeds from sale of natural gas business                                           81.2               -
      Notes receivable and royalties related to sale of former coal operations             26.0               -
      Contributions to VEBA                                                               (82.0)              -
      Contributions to U.S. pension plan                                                    -               (35.1)
      Other                                                                               (55.5)             (5.0)
   Discontinued operations:
      Natural gas and timber                                                                9.9               4.5
      Coal                                                                                  -               (74.1)
- -------------------------------------------------------------------------------------------------------------------
Cash flows before financing activities                                             $       74.3             (11.3)
===================================================================================================================

Cash flows before financing activities at Brink's increased due to a
year-over-year reduction in the amount of cash used for working capital needs
and $9 million higher proceeds from the sale of operating assets, partially
offset by $7 million in cash outflows primarily related to an acquisition in
Belgium. Higher working capital needs in 2002 were primarily driven by larger
accounts receivable balances in France.

The slight increase in BHS' cash flows before financing activities is primarily
due to higher operating results partially offset by an increase in capital
expenditures reflecting the growth in installations.

Cash flows before financing activities at BAX Global decreased $27.2 million
reflecting lower operating results in 2003. An increase in the cash used to
cover working capital needs included the net effects of increasing levels of
non-U.S. receivables and accounts payable in 2003, primarily in the Asia Pacific
region as a result of its higher sales volume. Lower expenditures for aircraft
heavy maintenance were partially offset by higher capital expenditures at BAX
Global.

The increase in cash out flows for other corporate, other operations and former
coal operations for the nine months ended September 30, 2003 reflected cash
spent in 2003 associated with retained liabilities of the former coal operations
(these types of payments were included in discontinued operations in 2002).

Discontinued operations' cash flow before financing activities for the 2002
period reflected cash spent associated with retained liabilities and operating
losses resulting from weak coal market conditions. Higher natural gas prices in
2003 improved the natural gas business' cash flows compared to 2002.

Financing activities
Net cash flows used by financing activities were $27.7 million for 2003 compared
with net cash flows provided of $50.2 million in 2002. The Company's cash
provided by financing activities typically comes from short-term borrowings or
from net borrowings under the Company's revolving bank credit facility,
discussed below. The Company also borrowed an additional $20 million in the
second quarter of 2002 under longer-term issuances of senior notes.

                                       27

The Company has an unsecured $350 million credit agreement with a syndicate of
banks under which it may borrow on a revolving basis over a three-year term
ending September 2005. Approximately $203.8 million was available for borrowing
under this facility on September 30, 2003. At September 30, 2003, Net Debt
(short-term debt plus the current and noncurrent portions of long-term debt,
less cash) was $199.1 million compared to $257.0 million at December 31, 2002.
Financings, Net of Cash (which equals Net Debt plus receivables sold in BAX
Funding's asset securitization facility) were $260.1 million at September 30,
2003 and $329.0 million at December 31, 2002. The Company believes the
presentation of Net Debt and Financings, Net of Cash, are useful measures of the
Company's financial leverage.

In September 2003, at the Company's request, the Peninsula Ports Authority of
Virginia issued a new series of bonds to replace the previous bonds related to
Dominion Terminal Associates, a deep water coal terminal in which the Company no
longer has an interest. The Company continues to guarantee payment of the $43.2
million of the new bonds and ultimately will have to pay for the retirement of
the new bonds in accordance with the terms of the guarantee. The new bonds bear
a fixed interest rate of 6.0% (versus a fixed interest rate of 7.375% for the
previous bonds) and mature in 2033. The new bonds may mature prior to 2033 upon
the occurrence of certain specified events such as the determination that the
bonds are taxable or the failure of the Company to abide by the terms of its
guarantee.

The Company has three unsecured multi-currency revolving bank credit facilities
with a total of $110 million in available credit, of which approximately $31
million was available at September 30, 2003 for additional borrowing. Various
foreign subsidiaries maintain other secured and unsecured lines of credit and
overdraft facilities with a number of banks. Amounts outstanding under these
agreements are included in short-term borrowings.

The U.S. bank credit agreement, the agreements under which the senior notes were
issued and the multi-currency revolving bank credit facilities each contain
various financial and other covenants. These financial covenants limit the
Company's total indebtedness, provide for minimum coverage of interest costs,
and require the Company to maintain a minimum level of net worth. A failure to
comply with the terms of any one of these loan agreements could result in the
acceleration of the repayment terms in that agreement as well as in the
Company's other agreements. At September 30, 2003, the Company was in compliance
with all financial covenants contained in the above-mentioned agreements and
facilities.

The Company believes it has adequate sources of liquidity to meet its near-term
requirements.

At September 30, 2003, the Company had the authority to purchase up to 1.0
million shares of the Company's common stock under a share repurchase program
authorized by the Board of Directors with an aggregate purchase price of $19.1
million. No purchases were made in the first nine months of 2003.

During the first nine months of 2003 and 2002, the Company paid cash dividends
of $3.7 million and $3.6 million, respectively, on the Company's common stock.
Future dividends, if any, on the Company's common stock are dependent on the
earnings, financial condition, cash flow and business requirements of the
Company, as determined by the Board. On October 31, 2003, the Board declared a
regular quarterly dividend of $0.025 per share on the Company's common stock.

The Company paid $0.5 million of dividends on its preferred stock in the first
nine months of 2002. The preferred stock was redeemed for $10.8 million in cash
in the third quarter of 2002.

Contingencies
The Company is defending various potentially significant civil suits. Although
the Company is defending these cases vigorously and believes that its defenses
have merit, it is possible that one or more of these suits ultimately may be
decided in favor of the plaintiffs. If so, the Company expects that the ultimate
amount of unaccrued losses could range from $0 to $40 million.

                                       28

At September 30, 2003, the present value of the Company's obligations for coal
equipment operating leases and advance minimum royalty obligations that are
expected to be transferred to purchasers was approximately $8 million. The
Company expects to transfer substantially all of these obligations to the
purchaser of its West Virginia coal properties. To the extent that obligations
are not transferred to purchasers, the Company may need to record additional
expense.

The Company will continue to record adjustments to coal-related contingent
assets and liabilities within discontinued operations.

At September 30, 2003, the liability recorded for the Company's UMWA Combined
Benefit Fund obligations under the Coal Industry Retiree Health Benefit Act of
1992 was $168.4 million, reflecting the recorded liability at December 31, 2002
less payments made since the end of 2002. This liability will be adjusted as new
historical data is received and assumptions used to estimate the liability
change. The Company normally revises its estimated liability in the fourth
quarter each year when it receives the annual actuarial evaluation.

The Company participates in the United Mine Workers of America ("UMWA") 1950 and
1974 pension plans at defined contribution rates, but expects to ultimately
withdraw from these plans. At September 30, 2003, the Company's estimated
withdrawal liabilities were $38.0 million. The Company's estimate of the
obligation is based on several factors, including funding status and benefit
levels of the plans and the date the Company is determined to have completely
withdrawn from the plans. Since these factors may change over time, the ultimate
withdrawal obligation, if any, could change materially.

The Company has also recorded estimated liabilities for other contingent
liabilities, including those for expected settlement of coal-related workers'
compensation claims and certain reclamation obligations. Annual actuarial and
engineering valuations of these liabilities are typically completed in the
fourth quarter each year.

In 1999, the U.S. District Court of the Eastern District of Virginia entered a
final judgment in favor of certain of the Company's subsidiaries, ruling that
the Federal Black Lung Excise Tax ("FBLET") is unconstitutional as applied to
export coal sales. Through September 30, 2003, the Company has received refunds
including interest of $27.2 million, including $2.8 million received in 2003.
The Company continues to pursue the refund of other FBLET payments. Due to
uncertainty as to the ultimate receipt of additional amounts, if any, which
could amount to as much as $18 million (before income taxes), as well as the
timing of any additional FBLET refunds, the Company has not currently recorded
receivables for such additional FBLET refunds.

Annual goodwill impairment review
Under the guidance of Statement of Financial Accounting Standards No. 142
"Goodwill and Other Intangible Assets," the Company assesses its goodwill for
impairment annually or whenever events or changes in circumstances indicate that
the carrying value may not be recoverable. The Company's annual impairment
review occurs during the fourth quarter of each year. The Company estimates the
fair value of Brink's and BAX Global, the two reporting units that have
goodwill, primarily using estimates of future cash flows. The fair value of the
reporting unit is compared to its carrying value to determine if any impairment
exists. Any impairment loss recognized by the Company would be recorded as an
operating expense.

Annual revaluation of benefit plan obligations
With the assistance of actuaries, the Company revalues its estimates of various
assets and liabilities related to its benefit plans, including pensions,
postretirement, and black lung obligations annually. The Company typically
revalues its obligations in the fourth quarter of each year.

                                       29

Recent accounting announcements
In January 2003, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities."
FIN 46 provided guidance on the identification of entities for which control is
achieved through means other than through voting rights ("variable interest
entities") and how to determine when and which business enterprises should
consolidate variable interest entities. Variable interest entities created after
January 31, 2003 are assessed for consolidation using the new interpretation.
Under FIN 46 and subsequent statements which temporarily delayed implementation
of FIN 46, variable interest entities in which the Company holds a variable
interest that it acquired before February 1, 2003 will be assessed for
consolidation in the fourth quarter 2003. The Company is analyzing the impact of
this interpretation, and based on progress made to date, the interpretation is
not expected to have a material effect on the Company's consolidated financial
statements.

Market risks and hedging and derivative activities
The Company has activities in more than 100 countries and a number of different
industries. These operations expose the Company to a variety of market risks,
including the effects of changes in foreign currency exchange rates and interest
rates. In addition, the Company consumes and sells certain commodities in its
businesses, exposing it to the effects of changes in the prices of such
commodities. These financial and commodity exposures are monitored and managed
by the Company as an integral part of its overall risk management program. The
diversity of foreign operations helps to mitigate a portion of the impact that
foreign currency rate fluctuations in any one country may have on the Company's
consolidated results. The Company's risk management program considers this
favorable diversification effect as it measures the Company's exposure to
financial markets and as appropriate, seeks to reduce the potentially adverse
effects that the volatility of certain markets may have on its operating
results. The Company sold its natural gas business in the third quarter of 2003
and as a result no longer enters into derivatives for natural gas revenues.
Other than this, the Company has not had any material change in its market risk
exposures since December 31, 2002.

Controls and procedures
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, the
Company carried out an evaluation, with the participation of the Company's
management, including the Company's Chief Executive Officer and Vice President
and Chief Financial Officer, of the effectiveness of the Company's disclosure
controls and procedures (as defined under Rule 13a-15(e) under the Securities
Exchange Act of 1934) as of the end of the period covered by this report. Based
upon that evaluation, the Company's Chief Executive Officer and Vice President
and Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Company required to be included in the Company's periodic SEC
filings.

There has been no change in the Company's internal control over financial
reporting during the quarter ended September 30, 2003, that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.

Forward-looking information
Certain of the matters discussed herein, including statements regarding the
expectation of significant ongoing expenses and cash outflows related to former
coal operations, the sales of the Company's timber business and the coal
properties in West Virginia, the timing and amount of costs associated with the
closing of Brink's corporate headquarters in Connecticut, the benefits to
Brink's European operating results during the remainder of 2003 of management
changes and work force reductions, economic and operating conditions in South
America and their impact on Brink's operating results, the impact of the
National "Do Not Call" list on BHS, seasonal fluctuations in BHS' disconnect
rate, the duration of the shift from expedited to deferred delivery, the
continuing effects of the weak European economy on BAX Global's financial
condition, the anticipated decline of administrative, legal and other expenses,
net, associated with the former coal operations, the inclusion in corporate
expenses in the fourth quarter of 2003 and in 2004 of costs resulting from the
implementation of Section 404 of the Sarbanes Oxley Act of 2002, the possibility
that the Venezuelan economy might be considered highly inflationary again,
changes in the Company's effective tax rate, expenditures in 2003 for aircraft
heavy maintenance, anticipated capital expenditures in 2003, the expected
maturity date of the 2003 bond issuance, the adequacy of sources of liquidity to
meet the Company's near-term requirements, potential losses arising out of civil
suits, the assumption by purchasers of the timber operations and the West
Virginia coal assets of various obligations associated with those assets,
potential increases in expense if obligations are not transferred as expected to
purchasers of residual coal assets, the timing of and liability for withdrawal
from pension plans associated with the exit from the coal business, expected
adjustments to estimates of other contingent liabilities, the amount and timing
of additional FBLET refunds, if any, and the impact of FIN 46 on the Company's
consolidated financial statements 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.

                                       30

Such risks, uncertainties and contingencies, many of which are beyond the
control of the Company, include, but are not limited to, the timing of the
pass-through of costs relating to the disposal of coal assets by third parties
and governmental authorities, actual retirement experience of coal employees,
black lung claims incidence, the number of dependents of coal employees for whom
benefits are provided, coal industry employee turnover rates, actual medical and
legal costs relating to benefits, changes in inflation rates (including the
continued volatility of medical inflation), fluctuations in interest rates, the
satisfaction of conditions to closing in the agreements for the purchase of the
timber business and the coal properties in West Virginia, including the
willingness of third parties to provide necessary consents and the ability to
obtain necessary insurance and bonding, ongoing contractual obligations relating
to the Connecticut office, costs associated with transitioning the Connecticut
workforce to Texas and Virginia, the ability of Brink's management to
effectively address economic and other pressures in Europe, the costs associated
with Brink's European work force reductions, government reforms and initiatives
in South America, strategic decisions by Brink's competitors with respect to
their South American operations, the number of people who participate in the "Do
Not Call" program, the success of various legal challenges to the "Do Not Call"
program and the legislative response to these challenges, BHS' ability to market
through channels other than outbound telemarketing, the number of BHS customers
who move during the fourth quarter, the ability of BAX Global's customers to
satisfy their obligations through the use of deferred delivery, changes in
European economies, the size and timing of rate and cost increases, if any, at
BAX Global, the timing of sales of the residual coal assets, the ability of
purchasers of those assets to assume various liabilities, acceptance of
replacement bonds by governmental authorities, costs associated with reducing
the administrative functions supporting the former coal operations, the
willingness of lessors to consent to lease assignments, the amount of work
performed in the fourth quarter of 2003 and in 2004 in connection in Section 404
of the Sarbanes Oxley Act, social, political or economic changes in Venezuela,
changes in the expected geographical mix of earnings, significant increases in
the utilization of leased aircraft, changes in the use of the coal terminal, the
unanticipated need for significant liquidity, the ability and willingness of the
Company's lenders to provide liquidity, discovery of new facts relating to the
civil suits, the addition of claims or changes in damages sought by the adverse
parties, decisions by the courts, whether interim or final, during the course of
the suits, positions taken by various governmental entities with respect to the
claims for FBLET refunds, determinations made by the Company or its advisors
during the ongoing analysis of the impact of FIN 46, the sizing and timing of
the Company's hedging relationships, overall economic and business conditions,
foreign currency exchange rates, the impact of continuing initiatives to control
costs and increase profitability, pricing and other competitive industry
factors, fuel prices, new government regulations, legislative initiatives,
including initiatives with respect to medicare coverage of prescription drugs,
judicial decisions, variations in costs or expenses and the ability of
counterparties to perform.

                                       31

                           Part II - Other Information
                           ---------------------------

Item 2.           Changes in Securities and Use of Proceeds
- ------

(a)               On September 1, 2003, the Company and Equiserve Trust Company,
                  N.A., as rights agent, executed an Amended and Restated Rights
                  Agreement (the "Amended Rights Agreement"), which removed the
                  provisions that the amendment and redemption of the rights
                  upon and after the date that there is a beneficial owner of
                  more than 15% of the common stock, par value $1.00 per share,
                  of the Company requires the concurrence of a majority of the
                  disinterested directors then in office.  The foregoing
                  description of the Amended Rights Agreement does not purport
                  to be complete and is qualified in its entirety by reference
                  to the Amended Rights Agreement which has been filed with the
                  Securities and Exchange Commission as an exhibit to the
                  Company's Form 8-A/A dated October 9, 2003.

                                       32

Item 6.           Exhibits and Reports on Form 8-K
- ------            --------------------------------
(a)               Exhibits:

                  Exhibit
                  Number
                  -------

                  10.1     Amendment No. 4, dated as of September 22, 2003, to
                           the Amended and Restated Trust Agreement, dated
                           December 1, 1997, between the Registrant and J.P.
                           Morgan Chase & Co. (formerly Chase Manhattan Bank) in
                           connection with the Registrant's Pension Equalization
                           Plan.

                  10.2     (i)      $43,160,000 Bond Purchase Agreement,
                                    dated September 17, 2003, among the
                                    Peninsula Ports Authority of Virginia,
                                    Dominion Terminal Associates, Pittston Coal
                                    Terminal Corporation and the Registrant.

                           (ii)     Loan Agreement between the Peninsula Ports
                                    Authority of Virginia and Dominion Terminal
                                    Associates, dated September 1, 2003.

                           (iii)    Indenture and Trust between the Peninsula
                                    Ports Authority of Virginia and Wachovia
                                    Bank, National Association ("Wachovia"), as
                                    trustee, dated September 1, 2003.

                           (iv)     Parent Company Guaranty Agreement, dated
                                    September 1, 2003, made by the Registrant
                                    for the benefit of Wachovia.

                           (v)      Continuing Disclosure Undertaking between
                                    the Registrant and Wachovia, dated September
                                    24, 2003.

                           (vi)     Coal Terminal Revenue Refunding Bond
                                    (Dominion Terminal Associates Project -
                                    Brink's Issue) Series 2003.

                  31.1     Certification of Michael T. Dan, Chief Executive
                           Officer (Principal Executive Officer) of The Brink's
                           Company, pursuant to Rules 13a-14(a) and 15d-14(a)
                           promulgated under the Securities Exchange Act of
                           1934, as amended, as adopted pursuant to Section 302
                           of the Sarbanes-Oxley Act of 2002.

                  31.2     Certification of Robert T. Ritter, Vice President and
                           Chief Financial Officer (Principal Financial Officer)
                           of The Brink's Company, pursuant to Rules 13a-14(a)
                           and 15d-14(a) promulgated under the Securities
                           Exchange Act of 1934, as amended, as adopted pursuant
                           to Section 302 of the Sarbanes-Oxley Act of 2002.

                  32.1     Certification of Michael T. Dan, Chief Executive
                           Officer (Principal Executive Officer) of The Brink's
                           Company, pursuant to 18 U.S.C. Section 1350, as
                           adopted pursuant to Section 906 of the Sarbanes-Oxley
                           Act of 2002.

                  32.2     Certification of Robert T. Ritter, Vice President and
                           Chief Financial Officer (Principal Financial Officer)
                           of The Brink's Company, pursuant to 18 U.S.C. Section
                           1350, as adopted pursuant to Section 906 of the
                           Sarbanes-Oxley Act of 2002.

                                       33

(b)               Reports on Form 8-K:

                  (i)      Report on Form 8-K filed on July 21, 2003, announcing
                           the execution of definitive agreements for the sale
                           of the natural gas and timber business of various of
                           the Registrant's indirect subsidiaries; and

                  (ii)     Report on Form 8-K furnished on July 31, 2003,
                           providing the Registrant's earnings press release for
                           the second quarter of 2003 pursuant to Item 12 of
                           Form 8-K.

                                       34

                                    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 BRINK'S COMPANY

November 14, 2003                                By: /s/ Robert T. Ritter
                                                 ------------------------
                                                     Robert T. Ritter
                                                     (Vice President -
                                                     Chief Financial Officer)

                             Amendment No. 4 to the
                      Amended and Restated Trust Agreement
                             Dated December 1, 1997
                             ----------------------

     AMENDMENT NO. 4 TO THE AMENDED AND RESTATED  TRUST  AGREEMENT,  dated as of
December  1, 1997  ("Trust  Agreement"),  made as of the 22nd day of  September,
2003, by and between THE BRINK'S  COMPANY  (formerly The Pittston  Company) (the
"Company") and J.P. MORGAN CHASE & CO., as Trustee (the "Trustee").

     Pursuant  to Section  13(a) of the Trust  Agreement,  the  Company  and the
Trustee agree to amend the Trust Agreement as follows:

     1. The  introductory  sentence of Section  2(f) of the Trust  Agreement  is
hereby  amended  by  substituting  the date  "September  30,  2004" for the date
"September 30, 2003."

     2. The Trust Agreement,  as hereby amended,  shall remain in full force and
effect.

     IN WITNESS  WHEREOF,  the parties have executed this  Amendment No. 4 as of
September 22, 2003.

                           THE BRINK'S COMPANY

                           By:  /s/ James B. Hartough
                               -------------------------------------------------
                                James B. Hartough
                                Vice President - Corporate Finance and Treasurer

                           J.P. MORGAN CHASE & CO., Trustee

                           By:  /s/ Peter Coghill
                               -------------------------------------------------
                                Peter Coghill
                                Vice President

                                   $43,160,000
                      Peninsula Ports Authority of Virginia
                      Coal Terminal Revenue Refunding Bonds
              (Dominion Terminal Associates Project--Brink's Issue)
                                   Series 2003

                             BOND PURCHASE AGREEMENT

                            Dated September 17, 2003

Peninsula Ports Authority of Virginia
21 Enterprise Parkway
Suite 200
Hampton, Virginia 23666
Attention:  Chairman

Dominion Terminal Associates
P.O. Box 967A
Newport News, Virginia 23607
Attention:  President

Pittston Coal Terminal Corporation
c/o The Brink's Company
1801 Bayberry Court
Richmond, Virginia 23226
Attention:  Treasurer and General Counsel

The Brink's Company
1801 Bayberry Court
Richmond, Virginia 23226
Attention:  Treasurer and General Counsel

Ladies and Gentlemen:

     Banc of America  Securities LLC (the  "Underwriter"),  offers to enter into
the following agreement with Dominion Terminal  Associates (the  "Partnership"),
Pittston  Coal  Terminal  Corporation  ("Pittston"),  The Brink's  Company  (the
"Parent  Company"),  and Peninsula  Ports  Authority of Virginia (the "Issuer"),
which, upon the acceptance by the Partnership,  Pittston, the Parent Company and
the Issuer of this offer,  will be binding upon the Partnership,  Pittston,  the
Parent Company and the Issuer and, subject to the terms and conditions set forth
herein, upon the Underwriter.  Terms not otherwise defined herein shall have the
same meanings assigned to such terms in the Indenture hereinafter referred to.

     This offer is made subject to acceptance by the Partnership,  Pittston, the
Parent Company and the Issuer on or before 5:00 p.m.,  eastern time, on the date
hereof.

     The  Partnership  consists  of various  companies  (the  "Companies").  The
internal  affairs  of the  Partnership  are  governed  by a Second  Amended  and
Restated  Consortium  Agreement  dated as of July 1, 1987, as amended by a First
Amendment  thereto dated as of March 31, 1989, a Second Amendment  thereto dated
as of September  30, 1989, a Third  Amendment  thereto dated as of September 11,
1990,  a  Fourth  Amendment  thereto  dated as of  November  15,  1992,  a Fifth
Amendment thereto dated as of December 31, 2001, a Sixth Amendment thereto dated
as of June 30, 2003, a Seventh  Amendment thereto dated as of June 30, 2003, and
an  Eighth  Amendment  thereto  dated as of August  15,  2003 (as  amended,  the
"Consortium Agreement").

Section 1. Purchase and Sale of the Bonds. (a) Upon the terms and conditions and
upon the  basis of the  respective  representations,  warranties  and  covenants
herein,  the  Underwriter  hereby  agrees to purchase  from the Issuer,  and the
Issuer hereby agrees to sell to the Underwriter, $43,160,000 aggregate principal
amount of the Issuer's Coal Terminal Revenue Refunding Bonds (Dominion  Terminal
Associates  Project--Brink's Issue) Series 2003 (the "Bonds"),  bearing interest
as described in the Official Statement (as defined below), at the purchase price
of 100% of the principal amount thereof.  The obligations of the Issuer to sell,
and of the Underwriter to purchase  hereunder,  are with respect to all (but not
less than all) of the Bonds.

     (b) The Bonds shall be substantially as described in the Official Statement
dated the date hereof (including the cover page thereof and Appendices  thereto,
as it  may  be  amended  or  supplemented  from  time  to  time,  the  "Official
Statement"). The Bonds will be issued pursuant to an Indenture of Trust dated as
of September  1, 2003 (the  "Indenture")  between the Issuer and Wachovia  Bank,
National  Association,  as trustee  (the  "Trustee"),  to provide  funds for the
refunding  of the Issuer's  Coal  Terminal  Revenue  Refunding  Bonds  (Dominion
Terminal Associates Project) Series 1992 (the "Prior Bonds"). The Issuer and the
Partnership  will enter into a Loan Agreement dated as of September 1, 2003 (the
"Loan  Agreement")   providing  for  payments  by  the  Partnership  in  amounts
sufficient  to pay the  principal  of and  premium,  if any, and interest on the
Bonds.  The Bonds will be secured by an  assignment by the Issuer to the Trustee
of amounts payable by the Partnership  pursuant to the Loan Agreement.  Pittston
will agree to make payments to the  Partnership of amounts  sufficient to enable
it to pay the principal of and premium, if any, and interest on the bonds ("Debt
Service") pursuant to an Amended and Restated  Throughput and Handling Agreement
dated as of July 1, 1987,  as amended by a First  Amendment  thereto dated as of
September 30, 1989, a Second Amendment thereto dated as of September 11, 1990, a
Third  Amendment  thereto  dated as of November  15,  1992,  a Fourth  Amendment
thereto  dated as of June 2, 1994, a Fourth  Amendment  thereto dated as of June
30,  2003, a Fifth  Amendment  thereto  dated as of June 30,  2003,  and a Sixth
Amendment  thereto  dated as of August 15,  2003 (as  amended,  the  "Throughput
Agreement") among Pittston,  the Companies and the Partnership.  Payment of Debt
Service will be guaranteed by the Parent Company to the Trustee, for the benefit
of the Bondholders,  pursuant to a Parent Company Guaranty Agreement dated as of
September 1, 2003 (the "Parent Company Guaranty") between the Parent Company and
the  Trustee.  Pursuant  to an  Assignment  dated as of  September  1, 2003 (the
"Assignment"),  among the Partnership, Pittston and the Trustee, the Partnership
will assign to the Trustee  all of its right,  title and  interest in and to the
payments of Debt Service to be made by Pittston under the Throughput  Agreement.
The Parent  Company will enter into a  Continuing  Disclosure  Undertaking  (the
"Undertaking")  for the benefit of the beneficial owners of the Bonds to provide
certain information  annually and to provide notice of certain events to certain
information  repositories pursuant to the requirements of Section (b)(5) of Rule
15c2-12 adopted by the SEC under the Securities Exchange Act of 1934, as amended
(the "1934 Act").

                                       2

Section 2. Approval of Official Statement and Other Documents.  On or before the
Closing,  the Issuer and the Partnership  shall deliver to the Underwriter  such
reasonable  number of copies of the Official  Statement as the Underwriter shall
request.  The Issuer and the  Partnership  authorize  and approve  the  Official
Statement and consent to the use by the  Underwriter of the Official  Statement.
The  Partnership and the Issuer have authorized or approved or will authorize or
approve  the  Indenture,  the Bonds,  the Loan  Agreement,  the  Parent  Company
Guaranty, each with such changes made prior to Closing as may be approved by the
Issuer,  the  Partnership  and the  Underwriter.  The Issuer and the Partnership
ratify and consent to the use by the  Underwriter  of the  Preliminary  Official
Statement dated August 29, 2003 (including the cover page thereof and Appendices
A and B thereto) in connection  with the offering of the Bonds prior to the date
hereof,  which the Issuer and the Partnership deemed final as of its date within
the meaning of Rule 15c2-12 of the  Securities  and Exchange  Commission  ("Rule
15c2-12").

Section  3.  Representations,  Warranties  and  Covenants  of  the  Partnership,
Pittston and the Parent Company. (a) The Partnership  represents and warrants to
and covenants with the Underwriter that:

         (i) This Agreement,  the Loan Agreement,  the  Assignment,   the  Fifth
Supplemental  Lease (the  "Partnership  Documents")  have been duly  authorized,
executed and delivered by the Partnership and,  assuming the due  authorization,
execution and delivery by the other parties hereto, constitute valid and binding
agreements of the Partnership  enforceable against the Partnership in accordance
with their terms (subject to applicable bankruptcy, reorganization,  insolvency,
moratorium or other similar laws affecting the enforcement of creditors'  rights
generally and to the  availability of equitable  remedies),  except as rights to
indemnity  under this  Agreement  may be limited by  applicable  law,  including
federal and state securities laws.

         (ii) Any writing  furnished  by the Partnership to  the Underwriter  or
Bond  Counsel  will  not  contain a  materially false or misleading statement of
fact.

     Any certificate  signed by any official of the Partnership and delivered to
the Underwriter shall be deemed a representation and warranty by the Partnership
to the Underwriter as to statements made therein.

     (b) The Parent Company and Pittston represent to and agree with the Issuer,
the Partnership and the Underwriter as follows:

         (i)  the  Official  Statement (except for  the  information  under  the
heading "Underwriting") does not, and the related Preliminary Official Statement
(except for the information under the heading "Underwriting") as of its date did
not, contain any untrue statement of a material fact or omit to state a material
fact  necessary  to make  the  statements  made in  them,  in the  light  of the
circumstances under which they were made, not misleading. The Parent Company and
Pittston each consents to the use by the  Underwriter of the Official  Statement
insofar as it

                                       3

relates  to each of them in  connection  with the sale and  distribution  of the
Bonds and confirms that it has similarly consented to the use of the Preliminary
Official  Statement  for such purpose  before the  availability  of the Official
Statement.  Pittston and the Parent Company deem the Official  Statement "final"
within the meaning of Rule 15c2-12 under the Securities Exchange Act of 1934.

         (ii) (1)This Agreement, the Parent Company Guaranty and the Undertaking
(the  "Parent  Company  Documents")  have been  duly  authorized,  executed  and
delivered by the Parent Company and, assuming the due  authorization,  execution
and  delivery  by  the  other  parties  hereto,  constitute  valid  and  binding
agreements  of the Parent  Company  enforceable  against  the Parent  Company in
accordance with their terms (subject to applicable  bankruptcy,  reorganization,
insolvency,  moratorium  or other  similar laws  affecting  the  enforcement  of
creditors'  rights  generally and to the  availability  of equitable  remedies),
except as rights to indemnity  under this Agreement may be limited by applicable
law,  including  federal and state  securities  laws.  (2) This  Agreement,  the
Throughput  Agreement and the Assignment  (the "Pittston  Documents")  have been
duly  authorized,  executed  and  delivered  by Pittston  and,  assuming the due
authorization,  execution and delivery by the other parties  hereto,  constitute
valid and binding  agreements of the Pittston  enforceable  against  Pittston in
accordance with their terms (subject to applicable  bankruptcy,  reorganization,
insolvency,  moratorium  or other  similar laws  affecting  the  enforcement  of
creditors'  rights  generally and to the  availability  of equitable  remedies),
except as rights to indemnity  under this Agreement may be limited by applicable
law, including federal and state securities laws.

         (iii) Any writing furnished by the Parent  Company or  Pittston  to the
Underwriter  or Bond Counsel in  connection  with the sale of the Bonds will not
contain a materially false or misleading statement of fact.

         (iv) From the date hereof until the earlier of (i) 90 days from the end
of the underwriting period or (ii)  the  time  when the  Official  Statement  is
available  to any  person  from a  Nationally  Recognized  Municipal  Securities
Information Repository ("NRMSIR") which has been so designated by the Securities
and Exchange  Commission pursuant to Rule 15c2-l2 under 1934 Act (but in no case
less than 25 days  following  the end of the  underwriting  period) if any event
occurs as a result of which it is necessary to amend or supplement  the Official
Statement,  in  order  to make  the  statements  in it not  contain  any  untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements  made in it, in the light of the  circumstances  when the
Official  Statement  is delivered to a  purchaser,  not  misleading,  the Parent
Company  and  Pittston,  at their  expense,  will  prepare  and  furnish  to the
Underwriter (and will file or cause the same to be filed with each NRMSIR having
the  Official  Statement on file and will mail or cause the same to be mailed to
each  record  owner of the Bonds)  amendments  or  supplements  to the  Official
Statement so that the statements  made in it, in the light of the  circumstances
when it is amended or  supplemented,  will not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
in it not misleading.

         (v) The Parent Company agrees to pay the  Underwriter a fee of $323,700
in  connection with the Underwriter's offering  of the Bonds. The Parent Company
may presume for  purposes  of this  Section 3 that the  underwriting  period for
the  Bonds will  end on  the date of issuance  and delivery  thereof  unless the
Parent  Company  is  otherwise  notified  in  writing  at  the  Closing  by  the
Underwriter.

                                       4

     Any  certificate  signed by any official of the Parent  Company or Pittston
and delivered to the Underwriter  shall be deemed a representation  and warranty
by the Parent  Company or  Pittston to the  Underwriter  as to  statements  made
therein.

Section 4.  Representations,  Warranties and Covenants of the Issuer. The Issuer
represents and warrants to and covenants with the Underwriter that:

     (a) The Issuer is a body politic and corporate and a political  subdivision
of the Commonwealth of Virginia (the "Commonwealth")  duly organized,  operating
and existing  under the provisions of Chapter 46 of the Acts of Assembly of 1952
of the Commonwealth,  as amended,  and has full legal right, power and authority
(1) to adopt the  resolution  (the  "Authorizing  Resolution")  authorizing  the
issuance, sale and delivery of the Bonds and the Issuer's execution and delivery
of the Indenture, the Loan Agreement, the Official Statement and this Agreement,
(2) to issue,  sell and deliver the Bonds to the Underwriter  upon the terms set
forth in this  Agreement  and the Official  Statement and (3) otherwise to carry
out its part of the transactions  contemplated by the Fifth Supplemental  Lease,
the Indenture, the Loan Agreement, the Official Statement and this Agreement.

     (b) The Issuer has duly  adopted the  Authorizing  Resolution  and has duly
authorized   (1)  the  execution  and  delivery  by  the  Issuer  of  the  Fifth
Supplemental  Lease, the Indenture,  the Loan Agreement,  the Official Statement
and this Agreement and performance of its obligations in them, (2) the issuance,
sale and delivery of the Bonds upon the terms set forth in this  Agreement,  (3)
the  distribution  of  the  Preliminary  Official  Statement  and  the  Official
Statement  in  connection  with the sale of the Bonds and (4) the  taking of all
action  required  of the  Issuer  to  carry  out its  part  of the  transactions
contemplated by the Fifth Supplemental Lease, the Indenture, the Loan Agreement,
the Official Statement and this Agreement.

     (c) The Authorizing  Resolution  constitutes  the legal,  valid and binding
action of the Issuer, and the Fifth Supplemental Lease, the Indenture,  the Loan
Agreement and this  Agreement,  when executed and delivered by the other parties
to them, will constitute legal, valid and binding special,  limited  obligations
of the Issuer enforceable  against it in accordance with their terms (subject to
applicable bankruptcy,  reorganization,  insolvency, moratorium or other similar
laws  affecting  the  enforcement  of  creditors'  rights  generally  and to the
availability  of equitable  remedies),  except as rights to indemnity under this
Agreement  may be  limited  by  applicable  law,  including  federal  and  state
securities laws.

     (d) When  authenticated and delivered to and paid for by the Underwriter in
accordance  with this  Agreement  the Bonds will be duly  authorized,  executed,
issued and  delivered  and will  constitute  legal,  valid and binding  special,
limited  obligations  of the Issuer  enforceable  against it in accordance  with
their terms.

     (e) The execution, delivery and performance by the Issuer of the Bonds, the
Fifth Supplemental  Lease, the Indenture,  the Loan Agreement and this Agreement
will not conflict  with or result in a breach or violation  of, or  constitute a
default under, the rules of procedure of the Issuer, or any indenture, mortgage,

                                        5

deed of trust,  agreement  or  instrument  to which the  Issuer is a party or by
which it or any of its properties is bound, or any  constitutional  provision or
statute,  or any  rule,  regulation,  judgment,  order or decree of any court or
governmental  agency  or body to which the  Issuer is  subject,  or  (except  as
provided  in the  Fifth  Supplemental  Lease  and  the  granting  clause  of the
Indenture)  result in the creation or  imposition  of any lien,  charge or other
security interest or encumbrance on any of its properties.

     (f)  The  Issuer  has  complied  with  all  provisions  of the  laws of the
commonwealth in connection with the transactions contemplated to be performed by
it under the  Bonds,  the Fifth  Supplemental  Lease,  the  Indenture,  the Loan
Agreement and this Agreement (the "Issuer Documents").

     (g) Except as may be required  under blue sky or other  securities  laws of
any  state,  no  action  by any  governmental  or  regulatory  authority  of the
commonwealth  having  jurisdiction over the Issuer that has not been obtained is
required  for the sale of the  Bonds or the  consummation  by the  Issuer of the
other transactions contemplated to be performed by it under the Bonds, the Fifth
Supplemental  Lease, the Indenture,  the Loan Agreement,  this Agreement and the
Official  Statement;  provided that no representation is made by the Issuer with
respect to compliance with filing,  registration or any other requirements under
Federal securities laws applicable to the sale of the Bonds.

     (h) There is no action, suit,  proceeding or investigation before or by any
court or  governmental  agency or body pending or, to the best  knowledge of the
Issuer,  threatened  against or  affecting  the Issuer to restrain or enjoin the
issuance, sale or delivery of the Bonds or collection of payments under the Loan
Agreement,  contesting or affecting the validity of the Authorizing  Resolution,
the Bonds, the Fifth  Supplemental  Lease, the Indenture,  the Loan Agreement or
this Agreement,  contesting the power of the Issuer to enter into or perform its
obligations under any of the foregoing or in which an unfavorable  outcome would
otherwise   adversely  affect  the   transactions   contemplated  by  the  Fifth
Supplemental  Lease,  the Indenture,  the Loan Agreement,  this Agreement or the
Official  Statement  or  the  validity  of  those  documents,   the  Authorizing
Resolution, the Bonds or the exemption of interest on the Bonds from Federal and
Commonwealth income taxation.

     (i) The  Issuer  will  not take or omit to take any  action  over  which it
exercises  control that might result in the loss of the exemption of interest on
the Bonds from Federal or Commonwealth income taxation.

     (j)  The  information  under  "The  Issuer"  in  the  Preliminary  Official
Statement as of its date did not, and such information in the Official Statement
does not,  and at the Closing  date will not,  contain any untrue or  misleading
statements of a material  fact or omit to state any material  fact  necessary to
make the statements  contained therein,  in the light of the circumstances under
which they were or are made, not misleading.

     (k) The Issuer  will  cooperate  with the  Underwriter  and its  counsel in
endeavoring  to qualify the Bonds for offering and sale under the  securities or
blue sky laws of such  jurisdictions of the United States as the Underwriter may
request,  but the Issuer will not be required to execute a consent to service of
process or qualify to do business in any  jurisdiction.  The Parent Company will
pay the expenses of any action under this paragraph.

                                        6

     (l)  Neither the Issuer nor anyone  acting in its behalf  has,  directly or
indirectly,  offered the Bonds or any similar  securities of the Issuer relating
in any way to the coal terminal  facilities  described in the Official Statement
(the "Project") for sale to, or solicited any offer to buy the same from, anyone
other than the Underwriter.

     (m) The  Issuer  will  apply  the  proceeds  from the sale of the  Bonds as
specified in the Indenture and the Loan  Agreement.  So long as any of the Bonds
remain outstanding and except as may be authorized by the Indenture,  the Issuer
will not issue or sell any  bonds or  obligations,  other  than the  Bonds,  the
principal  of or premium,  if any, or interest on which will be payable from the
property described in the granting clause of the Indenture.

     (n) The Issuer  will  cooperate  with the  Underwriter  and its  counsel in
applying for and securing a rating on the Bonds by Standard & Poor's Corporation
("S&P") and the Issuer  agrees that this  obligation  will  continue  until such
rating on the Bonds is secured.  The Parent Company will pay the expenses of any
action taken under this paragraph.

     (o) Any writing furnished by the Issuer to the Underwriters or McGuireWoods
LLP, Bond counsel,  will not contain a materially false or misleading  statement
of fact.

     Any  certificate  signed by any official of the Issuer and delivered to the
Underwriter  shall be deemed a representation  and warranty by the Issuer to the
Underwriter as to statements made therein.

Section 5.  Closing.  On or prior to 11:00 a.m.,  Eastern  time, on September 4,
2003, at the offices of McGuireWoods  LLP,  McLean,  Virginia,  or at such other
time or such other date or such other place as shall have been  mutually  agreed
upon by the  Partnership,  the  Issuer  and the  Underwriter,  the  Issuer  will
deliver, or cause to be delivered,  to the Underwriter,  the Bonds in definitive
form duly  executed  by the Issuer and  authenticated  by the  Trustee,  and the
Underwriter  will accept such delivery and pay the purchase  price of the Bonds,
subject  to the  provisions  hereof  including,  without  limitation,  Section 7
hereof.  Payment of the purchase price for the Bonds by the Underwriter  will be
made by wire transfer in immediately available funds, payable to the Trustee, as
provided  in the  Indenture,  or by such  other  means as is  acceptable  to the
Issuer,  the Partnership,  the Underwriter and the Trustee.  The above described
payment and delivery is herein called the "Closing."

     The Bonds will be delivered as one fully  registered bond registered in the
name of Cede & Co. and will be  available  for checking by the  Underwriter  not
less than one business day prior to the Closing at The Depository  Trust Company
("DTC") or its agent in New York, New York.

     It is anticipated that a CUSIP identification number will be printed on the
Bonds, but neither the failure to print such number on any Bond nor any error in
the printing of such number shall  constitute  cause for a failure or refusal by
the Underwriter to accept delivery of and pay for any Bonds.  The Issuer and the
Partnership will cooperate with the Underwriter to obtain the CUSIP number.

                                        7

Section 6. Termination of Bond Purchase  Agreement.  The Underwriter  shall have
the right to cancel its  obligation  to  purchase  the Bonds if, on or after the
date hereof and on or before the date of Closing:  (i) (a) legislation  shall be
enacted by the House of  Representatives  or the Senate of the  Congress  of the
United  States,  or  recommended  by the  President of the United  States to the
Congress of the United States for passage,  or favorably reported for passage to
either the House of  Representatives  or the Senate by any  committee  of either
body to which  such  legislation  has been  referred  for  consideration,  (b) a
decision  shall be  entered  by a court  established  under  Article  III of the
Constitution of the United States, or the Tax Court of the United States, or (c)
a ruling, regulation or order of the Treasury Department of the United States or
the Internal Revenue Service shall be made or proposed, which has the purpose or
effect of including  the interest on the Bonds in the gross income of the owners
of the Bonds for federal income tax purposes; (ii) legislation shall be enacted,
or  actively  considered  for  enactment  by the United  States  Congress,  or a
decision  by a court of the  United  States  shall be  rendered,  or a ruling or
regulation  by the  Securities  and Exchange  Commission  or other  governmental
agency having jurisdiction of the subject matter shall be made or proposed,  the
effect of which is that (A) the Bonds, or any other "security" as defined in the
Securities Act of 1933, as amended and as then in effect (the "Securities Act"),
relating to the Bonds,  are not exempt from the  registration,  qualification or
other  requirements  of the  Securities  Act or the  Exchange  Act,  or (B)  the
Indenture  is  not  exempt  from  the   registration,   qualification  or  other
requirements  of the Trust  Indenture  Act of 1939,  as  amended  and as then in
effect (the "Trust Indenture Act'); (iii) a stop order,  ruling or regulation by
the  Securities and Exchange  Commission  shall be issued or made, the effect of
which is that the  issuance,  offering  or sale of the  Bonds,  as  contemplated
herein  or in  the  Official  Statement,  is or  would  be in  violation  of any
provision of the Securities  Act, the Exchange Act, the Trust  Indenture Act, or
other  federal  law;  (iv) there shall  occur any event which in the  reasonable
judgment of the Underwriter either (A) makes untrue or incorrect in any material
respect any statement or information  contained in the Official Statement or (B)
is not reflected in the Official  Statement  but should be reflected  therein in
order to make the statements and information contained therein not misleading in
any material  respect and, in either case, the Partnership or the Issuer refuses
to permit the Official  Statement to be  supplemented  to correct or supply such
statement  or  information,  or the  effect  of  the  Official  Statement  as so
corrected or supplemented is, in the reasonable judgment of the Underwriter,  to
materially adversely affect the market for the Bonds or the sale of the Bonds by
the Underwriter at the contemplated offering price; (v) there shall have been an
outbreak  or  escalation  of  hostilities  or any  other  insurrection  or armed
conflict or any  calamity or crisis  which,  in the  reasonable  judgment of the
Underwriter,  materially  adversely affects the market for the Bonds or the sale
of the Bonds by the Underwriter at the contemplated  offering price;  (vi) there
shall have been a general  suspension  of trading in  securities on the New York
Stock  Exchange,  the American Stock Exchange,  the Pacific Stock Exchange,  the
Chicago  Board of  Trade,  or any  other  major  U.S.  financial  or  securities
exchange,  maximum or minimum  prices not  previously  in effect shall have been
established on any such  exchange,  or the daily volume or average prices on any
such exchange shall have  significantly  changed from the current  average daily
volume or level of prices,  the effect of any of which on the financial  markets
of the United  States is, in the  reasonable  judgment  of the  Underwriter,  to
materially adversely affect the market for the Bonds or the sale of the Bonds by
the Underwriter at the contemplated  offering price;  (vii) a banking moratorium
shall have been  declared by  federal,  Virginia  or New York  authorities  or a
material disruption in commercial banking or securities  settlement or clearance

                                        8

services  shall have  occurred;  (viii)  there shall have  occurred any material
adverse  change  in  the  affairs  of  the  Partnership  or  the  Issuer  or the
transactions   contemplated  by  this  Bond  Purchase  Agreement,  the  Official
Statement, the Partnership Documents, the Parent Company Documents, the Pittston
Documents or the Issuer Documents;  (ix) there shall be any litigation,  pending
or threatened,  which, in the reasonable  judgment of the Underwriter,  makes it
impracticable  or  inadvisable  to  offer or  deliver  the  Bonds  on the  terms
contemplated  by the  Official  Statement;  or (x) the  Indenture,  the Official
Statement, the Partnership Documents, the Parent Company Documents, the Pittston
Documents and the Issuer Documents are not executed,  approved and delivered. In
the event of any  termination of this Bond Purchase  Agreement  permitted  under
this Section 6, there shall be no  liability of any party to this Bond  Purchase
Agreement to any other party, other than as provided in Sections 9 and 11.

Section 7. Conditions to the Underwriter's  Obligations.  The obligations of the
Underwriter  hereunder shall be subject to the  performance by the  Partnership,
Pittston, the Parent Company and the Issuer of their obligations to be performed
hereunder at and prior to the Closing and to the following conditions:

     (a) At the time of the Closing,  the Official  Statement,  the  Partnership
Documents,  the Pittston Documents,  the Parent Company Documents and the Issuer
Documents shall be in full force and effect in the form  heretofore  approved by
the Partnership,  Pittston,  the Parent Company, the Issuer, the Trustee and the
Underwriter  and  none of the  foregoing  documents  shall  have  been  amended,
modified or supplemented from the forms thereof as of the date hereof, except as
may have been approved by the Underwriter,  the Closing in all events,  however,
to be deemed such approval.

     (b) At the  Closing,  the Bonds shall be  authenticated  by the Trustee and
delivered to or as directed by the Underwriter.

     (c) At or prior to the Closing, the Underwriter shall receive the following
documents in such number of counterparts  as shall be mutually  agreeable to the
Underwriter, the Issuer and the Partnership:

         (1) The approving opinion of  McGuireWoods LLP, Bond Counsel, dated the
date of Closing, substantially in the form attached hereto as Exhibit A;

         (2) The  supplemental  opinion  of  McGuireWoods LLP, dated the date of
Closing, substantially in the form attached hereto as Exhibit B;

         (3) The  opinion  of  Kaufman & Canoles,  P.C., Counsel for the Issuer,
dated the date of Closing,  substantially in the form attached hereto as Exhibit
C;

         (4) The  opinion, dated  the  date  of  Closing, of  McGuireWoods  LLP,
counsel  for the  Partnership,  substantially  in the form  attached  hereto  as
Exhibit D;

         (5) The  opinion of  Fulbright & Jaworski  L.L.P.,  as Counsel  passing
upon  certain  matters  for  the   Underwriter,   dated  the  date  of  Closing,
substantially in the form attached hereto as Exhibit E;

                                        9

         (6)  Opinions,  dated  the  Closing  date,  of  counsel  acceptable  to
the  Underwriter  for  Pittston  and the  Parent  Company,  in forms  reasonably
satisfactory to the Underwriter and its counsel;

         (7) A certificate dated the date of Closing and signed by the President
or a  Vice-President  or  the  Treasurer  or the  Assistant  Treasurer  and  the
Secretary or the Assistant  Secretary of the  Partnership to the effect that (A)
each of the  representations  and  warranties  of the  Partnership  set forth in
Section 3 hereof and in the  Partnership  Documents shall be accurate as if made
on and as of the date of Closing,  and (B) all of the  conditions and agreements
required in this Bond  Purchase  Agreement  to be  satisfied or performed by the
Partnership  at or prior to the date of  Closing  shall have been  satisfied  or
performed in the manner and with the effect contemplated herein;

         (8) A certificate dated the date of Closing and signed by the President
or a  Vice-President  or  the  Treasurer  or the  Assistant  Treasurer  and  the
Secretary or the Assistant  Secretary of Pittston to the effect that (A) each of
the  representations and warranties of Pittston set forth in Section 3(b) hereof
and in the Pittston Documents shall be accurate as if made on and as of the date
of Closing,  and (B) all of the conditions and agreements  required in this Bond
Purchase  Agreement  to be satisfied or performed by Pittston at or prior to the
date of Closing  shall have been  satisfied  or performed in the manner and with
the effect contemplated herein;

         (9) A certificate dated the date of Closing and signed by the President
or a  Vice-President  or  the  Treasurer  or the  Assistant  Treasurer  and  the
Secretary or the  Assistant  Secretary of the Parent  Company to the effect that
(A) each of the  representations  and warranties of the Parent Company set forth
in Section 3(b) hereof and in the Parent Company  Documents shall be accurate as
if  made  on and as of the  date  of  Closing,  (B)  all of the  conditions  and
agreements required in this Bond Purchase Agreement to be satisfied or performed
by the  Parent  Company  at or prior  to the date of  Closing  shall  have  been
satisfied or performed  in the manner and with the effect  contemplated  herein,
and (C) as of the date of  Closing,  there has been no material  adverse  change
(not in the ordinary  course of business) in the condition of the Parent Company
and its  subsidiaries,  taken as a whole, from that set forth in or contemplated
by the Official Statement;

         (10) A certificate dated the date of Closing and signed by the Chairman
and  the   Secretary  of  the  Issuer  to  the  effect  that  (A)  each  of  the
representations  and  warranties of the Issuer set forth in Section 4 hereof and
in the Issuer  Documents  shall be  accurate as if made on and as of the date of
Closing,  and (B) all of the  conditions  and  agreements  required in this Bond
Purchase Agreement to be satisfied or performed by the Issuer at or prior to the
date of Closing  shall have been  satisfied  or performed in the manner and with
the effect contemplated herein;

         (11) A certificate of a duly authorized  officer of the Trustee,  as to
the due  execution  of the  Indenture  , the  Parent  Company  Guaranty  and the
Assignment by the Trustee and the due  authentication  and delivery of the Bonds
by the Trustee, in form and substance satisfactory to the Underwriter;

                                       10

         (12) Letters  from  Moody's Investors Service ("Moody's) and Standard &
Poor's ("S&P")  confirming that the ratings issued and in effect on the Bonds is
"Baa3" by Moody's and "BBB" by S&P;

         (13) Such additional opinions, certificates,  proceedings,  instruments
and other documents as the Underwriter may reasonably request in connection with
the transactions contemplated by this Bond Purchase Agreement.

     (d)  At or  prior  to  the  Closing,  the  Underwriter  shall  receive  the
underwriting fee from the Parent Company as provided in Section 3(b)(v) hereof.

Section  8.  Nonsatisfaction  of  Conditions.  If any of the  conditions  to the
obligations of the Underwriter  contained in Section 7 or elsewhere in this Bond
Purchase  Agreement  shall not have been satisfied when and as required  herein,
all  obligations  of  the  Underwriter   hereunder  may  be  terminated  by  the
Underwriter  at, or at any time prior to, the  Closing by written  notice to the
Partnership and the Issuer.

Section 9.  Indemnification.  (a) The Parent  Company  will  indemnify  and hold
harmless the Underwriter, each of its directors, officers and employees and each
person who  controls  the  Underwriter  within the  meaning of Section 15 of the
Securities  Act (any such person being herein in this  paragraph  (a)  sometimes
called  an  "Indemnified  Party"),   against  all  losses,  claims,  damages  or
liabilities,  joint or  several,  to which  such  Indemnified  Party may  become
subject  under  any  statute  or at law or in  equity  or  otherwise,  and  will
reimburse any such Indemnified Party for any legal or other expenses incurred by
it in  connection  with  investigating  any claims  against it and defending any
actions,  insofar as such losses, claims, damages,  liabilities or actions arise
out of or are based upon (1) an  allegation or  determination  that the Bonds or
the  obligations  of the Issuer  under the  Indenture,  the  obligations  of the
Partnership  under the Loan  Agreement,  the  obligations  of Pittston under the
Thoughput  Agreement or the  obligations  of the Parent Company under the Parent
Company  Guaranty,  should have been registered  under the Securities Act or the
Exchange  Act or the  Indenture  should  have  been  qualified  under  the Trust
Indenture Act, or (2) any untrue statement,  or alleged untrue  statement,  of a
material fact contained in the Official Statement or any amendment or supplement
to the Official Statement or the omission or alleged omission to state in them a
material fact necessary to make the statements in them not misleading,  except a
statement or omission under the heading "UNDERWRITING." The Parent Company shall
not be liable under this paragraph if the person asserting any such loss, claim,
damage or liability  purchased Bonds from the  Underwriter,  if delivery to such
person of the  Official  Statement  or any  amendment  of or  supplement  to the
Official Statement would have been a valid defense to the action from which such
loss, claim, damage or liability arose and if the Official Statement,  amendment
or  supplement  was  not  delivered  to  such  person  by or on  behalf  of  the
Underwriter.  This indemnity  agreement  will not limit any other  liability the
Parent Company may otherwise have to any such Indemnified Party.

     (b) The Parent Company will indemnify and hold harmless the Issuer, each of
its  officials  and employees and each person who controls the Issuer within the
meaning of Section 15 of the  Securities  Act (any such person  being  herein in
this paragraph (b) sometimes called an "Indemnified Party"), against all losses,
claims,  damages or  liabilities,  joint or several,  to which such  Indemnified
Party may become  subject under any statute or at law or in equity or otherwise,

                                       11

and will  reimburse any such  Indemnified  Party for any legal or other expenses
incurred  by it in  connection  with  investigating  any  claims  against it and
defending any actions,  insofar as such losses, claims, damages,  liabilities or
actions arise out of or are based upon (1) an allegation or  determination  that
the Bonds or the obligations of the Issuer under the Indenture,  the obligations
of the Partnership  under the Loan Agreement,  the obligations of Pittston under
the  Thoughput  Agreement or the  obligations  of the Parent  Company  under the
Parent Company Guaranty, should have been registered under the Securities Act or
the Exchange Act or the  Indenture  should have been  qualified  under the Trust
Indenture Act, or (2) any untrue statement,  or alleged untrue  statement,  of a
material fact contained in the Official Statement or any amendment or supplement
to the Official Statement or the omission or alleged omission to state in them a
material fact necessary to make the statements in them not misleading; provided,
however,  that the  Parent  Company  shall not be liable in any such case to the
Issuer to the extent that any such loss,  claim,  damage or liability arises out
of or is based upon an untrue  statement or alleged untrue statement or omission
or alleged  omission  made in the Official  Statement  or any such  amendment or
supplement in reliance upon and in conformity with written information furnished
by the Issuer expressly for use therein.

     (c) The  Underwriter  will  indemnify  and hold  harmless  the Issuer,  the
Partnership,   Pittston  and  the  Parent   Company,   each  of  their  members,
commissioners,  directors, officers, officials and employees and each person who
controls any of them within the meaning of Section 15 of the Securities Act (for
purposes of this  paragraph  (c), an  "Indemnified  Party")  against all losses,
damages or liabilities,  joint or several,  to which such Indemnified  Party may
become  subject under any statute or at law or in equity or otherwise,  and will
reimburse any such Indemnified Party for any legal or other expenses incurred by
it in connection  with defending any actions,  insofar as such losses,  damages,
liabilities or actions arise out of or are based upon any untrue  statement of a
material fact contained in the Official Statement or any amendment or supplement
to the  Official  Statement  or the  omission  to state in them a material  fact
necessary to make the statements in them not misleading, but only with reference
to written information relating to the Underwriter  furnished by the Underwriter
specifically  for use in the  preparation  of the  documents  referred to in the
foregoing  indemnity.  The  Issuer,  the  Partnership,  Pittston  and the Parent
Company  acknowledge  that the  statements in the Official  Statement  under the
heading  "UNDERWRITING"  constitute the only information furnished in writing by
or on behalf of the Underwriter for inclusion in the Official  Statement and the
Underwriter confirm that such statements are correct.

     (d) An  Indemnified  Party (as defined in paragraph (a), (b) or (c) of this
Section 9) will,  promptly after  receiving  notice of the  commencement  of any
action against such Indemnified Party in respect of which indemnification may be
sought against the Parent Company or the Underwriter, as the case may be (in any
case the "Indemnifying Party"),  notify the Indemnifying Party in writing of the
commencement of the action. Failure of the Indemnified Party to give such notice
will  reduce the  liability  of the  Indemnifying  Party  under  this  indemnity
agreement by the amount of the damages  attributable  to the failure to give the
notice;  but the  failure  will not  relieve  the  Indemnifying  Party  from any
liability  it may  have to such  Indemnified  Party  otherwise  than  under  the
indemnity  agreement  in this  Section.  If such  action is  brought  against an
Indemnified Party and such Indemnified Party notifies the Indemnifying  Party of
its  commencement,  the  Indemnifying  Party  may,  or if so  requested  by  the
Indemnified Party shall,  participate in it or assume its defense,  with counsel

                                       12

reasonably  satisfactory  to the  Indemnified  Party,  and after notice from the
Indemnifying  Party to the  Indemnified  Party that it will not be liable to the
Indemnified   Party  under  this  Section  for  any  legal  or  other   expenses
subsequently  incurred by such Indemnified  Party,  the  Indemnifying  Party may
participate at its own expense in the defense of the action. If the Indemnifying
Party  does  not  employ  counsel  to  have  charge  of  the  defense  or if any
Indemnified Party reasonably  concludes that there may be defenses  available to
it or them which are  different  from or in addition to those  available  to the
Indemnifying Party (in which case the Indemnifying Party will not have the right
to direct the defense of such action on behalf of such Indemnified Party), legal
and  other  expenses  incurred  by such  Indemnified  Party  will be paid by the
Indemnifying  Party. Any obligation under this Section of an Indemnifying  Party
to reimburse an Indemnified  Party for expenses  includes the obligation to make
advances to the Indemnified  Party to cover such expenses in reasonable  amounts
and at reasonable periodic intervals not more often than monthly as requested by
the  Indemnified  Party.  An  Indemnifying  Party  shall not be  liable  for any
settlement of any proceeding affected without its written consent but if settled
with  such  consent  or if  there  be a final  judgment  for the  plaintiff,  an
Indemnifying  Party shall indemnify the  Indemnified  Party from and against any
loss or liability by reason of such settlement or judgment.

     (e)  In  order  to  provide  for  just  and   equitable   contribution   in
circumstances in which the indemnification provided for in paragraph (a) of this
Section  is due in  accordance  with its terms but is for any  reason  held by a
court to be  unavailable  from the  Parent  Company  on  grounds  of  policy  or
otherwise,  the Parent Company and the Underwriter shall contribute to the total
losses,  claims,  damages and liabilities  (including legal or other expenses of
investigation  or  defense) to which they may be subject in such  proportion  so
that the Underwriter is responsible for the percentage that the underwriting fee
is of the sum of such fee and the  purchase  price  of the  Bonds  specified  in
Section l and the Parent Company is responsible for the balance.  However, in no
case will the  Underwriter  be  responsible  for any amounts in the aggregate in
excess  of  the   underwriting   fee,  and  no  person   guilty  of   fraudulent
misrepresentation  (within the meaning of Section 11 (f) of the Securities  Act)
will be  entitled  to  contribution  from any  person who was not guilty of such
fraudulent misrepresentation.  For purposes of this Section 9(e) each person who
controls  either of the  Underwriter  within  the  meaning  of Section 15 of the
Securities Act will have the same rights to contribution as the Underwriter, and
each person who controls the Parent Company within the meaning of the Securities
Act and each officer and each director of the Parent  Company will have the same
rights to contribution as the Parent Company, subject to the foregoing sentence.
Any party entitled to  contribution  will,  promptly after  receiving  notice of
commencement of any action,  suit or proceeding against such party in respect of
which a claim for  contribution  may be made under this  paragraph,  notify each
party from whom  contribution  may be sought,  but the  omission  to notify such
party shall not relieve any party from whom  contribution may be sought from any
other obligation it may have otherwise than under this paragraph.

     (f) No right or remedy  granted in this  Section 9 is  intended  to limit a
party's access to the courts to pursue other rights or remedies  provided by law
or in equity.

Section 10.  Survival of  Indemnities,  Representations,  Warranties,  Etc.  The
indemnities,  covenants,  agreements,  representations,   warranties  and  other
statements of the Issuer,  the Underwriter,  the  Partnership,  Pittston and the
Parent Company,  as set forth in this Bond Purchase  Agreement or made by any of

                                       13

them  pursuant to this Bond Purchase  Agreement,  shall remain in full force and
effect,  regardless of any investigation made by or on behalf of the Issuer, the
Underwriter,  the  Partnership,  Pittston,  the  Parent  Company or any of their
officers or directors or any controlling  person,  and shall survive delivery of
and payment for the Bonds.  The obligations of the  Partnership  under Section 9
hereof shall  survive any  termination  of this Bond  Purchase  Agreement by the
Underwriter pursuant to its terms.

Section 11.  Expenses.  The Parent  Company  shall pay any  reasonable  expenses
incident to the  performance  of the  obligations  hereunder  including  but not
limited to: (i) the cost of the preparation  and printing of the Indenture,  the
Loan Agreement,  the Parent Company Guaranty,  this Bond Purchase  Agreement and
the  Continuing  Disclosure  Undertaking,  together with a reasonable  number of
copies thereof;  (ii) the cost of the preparation,  printing and delivery of the
Preliminary  Official  Statement  and the Official  Statement,  together  with a
reasonable  number of copies  thereof;  (iii) the cost of the preparation of the
Bonds; (iv) the fees and  disbursements of Counsel to the Partnership,  Pittston
and the Parent Company and of any other experts or  consultants  retained by the
Partnership, Pittston or the Parent Company or the Underwriter; (v) the fees and
disbursements  of Counsel passing upon certain matters for the  Underwriter,  of
Counsel to the  Issuer  and of Bond  Counsel;  (vi) the fees,  if any,  for Bond
ratings;  (vii) the  expenses  of the Issuer  incurred  in  connection  with the
issuance of the Bonds;  and (viii) all  registration  or filing fees and related
costs and expenses  incurred in connection with the  qualification  of the Bonds
under state security (or "blue sky") laws and the  preparation and printing of a
blue sky survey  and legal  investment  memorandum  relating  to the Bonds.  The
Parent  Company  may pay such  expenses  from the  proceeds  of the Bonds to the
extent  legally  permissible  and which will not adversely  affect the exclusion
from federal gross income of interest on the Bonds.

Section 12.  Representation  by Counsel.  It is understood by the parties hereto
that, in connection with the transactions  described herein,  the Issuer will be
represented by Kaufman & Canoles, P.C., that the Partnership will be represented
by McGuireWoods LLP, that Pittston will be represented by in-house counsel, that
the  Parent  Company  will  be  represented  by  in-house   counsel,   and  that
McGuireWoods LLP will serve as Bond Counsel and Fulbright & Jaworski L.L.P. will
serve as counsel to the Underwriter.

Section 13. Parent Company Liability for Obligations of Partnership.  The Parent
Company  acknowledges  that it will have sole  liability  for any  breach of the
Partnership's  representations  and warranties set forth in Section 3(a) of this
Agreement.  The  Underwriter  agrees  that  in  the  event  of a  breach  of any
representation  and warranty made by the  Partnership  under this  Agreement its
recourse  shall be against the Parent Company under Section 9 hereof not against
the Partnership.

Section 14. Miscellaneous.  (a) Any notice or other communication to be given to
the  Partnership,  Pittston,  the Parent  Company or the Issuer  under this Bond
Purchase  Agreement  shall be deemed  given  when  delivered  in person to their
respective addresses set forth on the first page hereof, or when mailed by first
class  mail,  postage  prepaid,  and  addressed  to  such  addresses,   or  when
confirmation  is received by the sender that any telex,  telegram or telecopy to
the Partnership,  Pittston, the Parent Company or the Issuer at such address has
been received.  Any notice or other communication to be given to the Underwriter
under this Bond  Purchase  Agreement  shall be deemed  given when  delivered  in

                                       14

person to the  address  set forth  below,  or when  mailed by first  class mail,
postage prepaid and addressed to such address,  or when confirmation is received
by the sender that any telex,  telegram or telecopy to the  Underwriter  at such
address has been received by them, as follows:

                  Banc of America Securities LLC
                  Bank of America Plaza Building
                  600 Peachtree Street, N.E.
                  Atlanta, Georgia 30308-2265
                  Attention: Municipal Bond Department
                  Telephone:   (404) 607-5585
                  Telecopy:    (404) 607-4400

     (b) This Bond  Purchase  Agreement  is made  solely for the  benefit of the
Partnership, the Issuer and the Underwriter (including the successors or assigns
of the Underwriter)  and no other person,  including any purchaser of the Bonds,
shall acquire or have any right hereunder or by virtue hereof.

     (c) This  Bond  Purchase  Agreement  shall be  governed  and  construed  in
accordance with the laws of the Commonwealth of Virginia.

     (d) The captions in this Bond  Purchase  Agreement are for  convenience  of
reference  only and  shall not  define  or limit any of the terms or  provisions
hereof.

                                       15

     (e) This Bond Purchase  Agreement shall become effective upon the execution
of the acceptance  hereof by the Partnership,  Pittston,  the Parent Company and
the Issuer.

                                 BANC OF AMERICA SECURITIES LLC

                                 By:  /s/ Brian W. Hill
                                     ------------------------------------------
                                          Brian W. Hill
                                          Vice President

Accepted and agreed to as of
the date first above written:

DOMINION TERMINAL ASSOCIATES

By________________________________
   Charles E. Brinley
   Authorized Representative

PITTSTON COAL TERMINAL CORPORATION

By________________________________
   James B. Hartough
   Vice President and Treasurer

THE BRINK'S COMPANY

By________________________________
   James B. Hartough
   Vice President--Corporate Finance and Treasurer

PENINSULA PORTS AUTHORITY OF VIRGINIA

By________________________________
   Robert Yancey
   Chairman

                                       16

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

                                 LOAN AGREEMENT

                                     between

                      PENINSULA PORTS AUTHORITY OF VIRGINIA

                                       and

                          DOMINION TERMINAL ASSOCIATES

                                September 1, 2003

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

                                   $43,160,000

                      Coal Terminal Revenue Refunding Bonds
             (Dominion Terminal Associates Project - Brink's Issue)
                                   Series 2003

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

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

                                TABLE OF CONTENTS

 
ARTICLE I             DEFINITIONS................................................................................1

ARTICLE II            REPRESENTATIONS............................................................................1

         Section 2.1           Representations of Issuer.........................................................2

         Section 2.2           Representations of Company........................................................3

ARTICLE III           COMPLETION OF THE PROJECT..................................................................4

         Section 3.1           Project Complete..................................................................4

         Section 3.2           Project Use.......................................................................4

         Section 3.3           Operation of Project..............................................................4

ARTICLE IV            ISSUANCE OF BONDS..........................................................................4

         Section 4.1           Issuance of Bonds.................................................................4

ARTICLE V             REPAYMENT OF LOAN..........................................................................4

         Section 5.1           Repayment of Loan and Payment of Purchase Price of Bonds..........................5

         Section 5.2           Additional Payments...............................................................5

         Section 5.3           Prepayments.......................................................................6

         Section 5.4           Assignment of Throughput Payments.................................................6

         Section 5.5           Obligations of Company Unconditional..............................................6

ARTICLE VI            OTHER COMPANY AGREEMENTS...................................................................6

         Section 6.1           Maintenance of Existence..........................................................6

         Section 6.2           Payment of Taxes..................................................................7

         Section 6.3           Arbitrage.........................................................................7

         Section 6.4           Company's Obligation with Respect to Tax Exemption of
                               Interest Paid on the Bonds........................................................7

         Section 6.5           Issuer Fees and Expenses..........................................................8

ARTICLE VII           NO RECOURSE TO ISSUER; INDEMNIFICATION.....................................................8

         Section 7.1           No Recourse to Issuer.............................................................8

         Section 7.2           Indemnification...................................................................8

ARTICLE VIII          ASSIGNMENT.................................................................................9

         Section 8.1           Assignment by Company.............................................................9

         Section 8.2           Assignment by Issuer..............................................................9

                                      -i-

 

ARTICLE IX            DEFAULTS AND REMEDIES......................................................................9

         Section 9.1           Remedies on Default...............................................................9

         Section 9.2           Delay Not Waiver; Remedies........................................................9

         Section 9.3           Attorneys' Fees and Expenses......................................................9

ARTICLE X             MISCELLANEOUS.............................................................................10

         Section 10.1          Notices..........................................................................10

         Section 10.2          Binding Effect...................................................................10

         Section 10.3          Severability.....................................................................10

         Section 10.4          Amendments.......................................................................10

         Section 10.5          Right of Company To Perform Issuer's Agreements..................................10

         Section 10.6          Applicable Law...................................................................10

         Section 10.7          Captions; References to Sections.................................................10

         Section 10.8          Complete Agreement...............................................................10

         Section 10.9          Termination......................................................................10

         Section 10.10         Counterparts.....................................................................11

         Section 10.11         Limitation of Liability..........................................................11

         Section 10.12         Limited Nature of Company's Obligations; Pittston Terminal's
                               Liability for Obligations of the Company; Certain Decisions
                               Regarding the Bonds..............................................................11

EXHIBIT A                      Description of the Facilities...................................................A-1

                                      -ii-

                                 LOAN AGREEMENT

     THIS LOAN AGREEMENT, dated as of September 1, 2003, is entered into between
PENINSULA  PORTS  AUTHORITY OF  VIRGINIA,  a body  politic and  corporate  and a
political  subdivision  of the  Commonwealth  of Virginia  (the  "Issuer"),  and
DOMINION TERMINAL ASSOCIATES, a Virginia general partnership (the "Company").

     Chapter 46 of the Acts of Assembly of 1952 of the Commonwealth of Virginia,
as amended and supplemented (the "Act"),  authorizes the Issuer to issue revenue
bonds for any of its purposes and to issue bonds to refund such revenue bonds.

     The  Issuer  proposes  to  issue  its  $43,160,000  Coal  Terminal  Revenue
Refunding Bonds (Dominion  Terminal  Associates  Project - Brink's Issue) Series
2003 (the "Bonds") pursuant to the Indenture  (defined below) in order to refund
the Issuer's Coal Terminal Revenue Refunding Bonds (Dominion Terminal Associates
Project)  Series 1992 (the "1992  Bonds"),  all on the terms and  conditions set
forth in this Loan Agreement.

     Accordingly, the Issuer and the Company agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

     For purposes of this Loan Agreement,  unless the context  clearly  requires
otherwise,  all  terms  defined  in  Article  I of the  Indenture  have the same
meanings in this Loan  Agreement.  In  addition,  the  following  terms have the
following meanings:

     "Fifth  Supplemental  Lease" means the Fifth  Amendment  and  Supplement to
Lease,  dated as of the date of this Loan Agreement,  between the Issuer and the
Company.

     "Indenture" means the Indenture of Trust relating to the Bonds, dated as of
the date of this Loan Agreement,  between the Issuer and Wachovia Bank, National
Association,  as  Trustee,  as  amended  or  supplemented  from  time to time in
accordance with its terms.

     "Lease"  means the Lease,  dated as of October  15,  1982,  as amended  and
supplemented between the Issuer and the Company.

     "Project" means the Facilities described in Exhibit A.

                                   ARTICLE II
                                 REPRESENTATIONS

Section 2.1       Representations of Issuer.  The Issuer represents as follows:

     (a)  The  Issuer  (i) is a  body  politic  and  corporate  and a  political
subdivision of the  Commonwealth,  duly organized and existing under the laws of
the  Commonwealth,  (ii) has  full  power  and  authority  to enter  into and to
consummate  the  transactions  contemplated  by this Loan  Agreement,  the Fifth
Supplemental Lease and the Indenture,  (iii) to the best of its knowledge is not
in default under any provisions of the laws of the Commonwealth,  (iv) by proper
corporate  action has duly  authorized  the  execution and delivery of this Loan
Agreement,  the Bonds, the Fifth Supplemental  Lease and the Indenture,  and (v)
had and  continues to have full legal right,  power and  authority to enter into
and consummate the transactions contemplated by the Lease.

     (b) Under existing  statutes and  decisions,  no taxes on income or profits
are imposed on the Issuer.  The Issuer will not  knowingly  take or omit to take
any action  reasonably  within its control  that would  impair the  exclusion of
interest on the Bonds from gross income for federal income tax purposes.

     (c) The  execution and delivery by the Issuer of, and the  consummation  by
the Issuer of the transactions  contemplated by, this Loan Agreement,  the Fifth
Supplemental  Lease and the Indenture will not conflict with, result in a breach
of or default under or (except with respect to the lien of the Indenture) result
in the  imposition  of any lien on any  property  of the Issuer  pursuant to the
terms,  conditions  or  provisions  of any  statute,  order,  rule,  regulation,
agreement or instrument to which the Issuer is a party or by which it is bound.

     (d) Each of this  Loan  Agreement,  the  Fifth  Supplemental  Lease and the
Indenture  has been duly  authorized,  executed and  delivered by the Issuer and
constitutes the legal,  valid and binding  obligation of the Issuer  enforceable
against  the  Issuer  in  accordance  with  its  terms,  subject  to  applicable
bankruptcy,  insolvency,  reorganization and similar laws of general application
relating  to or  affecting  creditors'  rights  generally  and  subject  to  the
availability of equitable remedies.

     (e) There is no litigation or  proceeding  pending,  or to the knowledge of
the Issuer  threatened,  which would adversely  affect the validity of this Loan
Agreement, the Lease, the Indenture or the Bonds or the ability of the Issuer to
comply with its obligations under them.

     (f) The Issuer is not in default under any of the provisions of the laws of
the  Commonwealth  which would affect its existence or its powers referred to in
subsection  (a) of this Section.  The Revenues  pledged under the Indenture have
not been pledged in connection with any other obligation of the Issuer,  and the
Issuer is not in default under any other obligation which would adversely affect
the  transactions  contemplated  by this Loan  Agreement,  the  Indenture or the
Bonds.

     (g) The Issuer,  at a meeting duly held in  accordance  with law, has found
and determined that, based on representations  of the Company,  all requirements
of the Act have been  complied with and that the issuance of the Bonds to refund
the 1992  Bonds is in  furtherance  of the  purposes  for which the  Issuer  was
created.

                                       2

     (h) No member,  director,  commissioner,  officer or official of the Issuer
having  any  interest  (financial,  employment  or other) in the  Company or the
transactions  contemplated  by  this  Loan  Agreement  has  participated  in the
Issuer's approval of such transactions.

     (i) The  Issuer  will  apply  the  proceeds  from the sale of the  Bonds as
specified in the Indenture and this Loan Agreement.  So long as any of the Bonds
remain outstanding and except as may be authorized by the Indenture,  the Issuer
will not issue or sell any  bonds or  obligations,  other  than the  Bonds,  the
principal of or premium,  if any, or interest on which will be payable from this
Loan  Agreement  or the  property  described  in  the  granting  clauses  of the
Indenture.

     (j) The  Project  is being  leased by the Issuer to the  Company  under the
Lease,  this Loan  Agreement is being  executed in connection  with the Issuer's
ownership of the Project, and the amounts payable by the Company under this Loan
Agreement are "revenues" within the meaning of the Act.

     Section 2.2  Representations of Company. The Company represents as follows:

     (a) The Company (i) is a general  partnership duly organized under the laws
of the  Commonwealth,  (ii) has full power to own its properties and conduct its
business, (iii) has full power and authority to enter into and to consummate the
transactions  contemplated by this Loan Agreement,  the Assignment and the Fifth
Supplemental  Lease, (iv) by proper action has duly authorized the execution and
delivery  of this Loan  Agreement,  the  Assignment  and the Fifth  Supplemental
Lease,  and (v) had and continues to have full legal right,  power and authority
to enter into and to consummate the transactions contemplated by the Lease.

     (b) The execution and delivery by the Company of, and the  consummation  by
the  Company of the  transactions  contemplated  by,  this Loan  Agreement,  the
Assignment or the Fifth  Supplemental  Lease will not conflict with, result in a
breach  of or  default  under or  result  in the  imposition  of any lien on any
property of the Company  pursuant to the terms,  conditions or provisions of any
statute,  order, rule, regulation,  agreement or instrument to which the Company
is a party or by which it is bound.

     (c) Each of this Loan Agreement,  the Assignment and the Fifth Supplemental
Lease has been duly  authorized,  executed  and  delivered  by the  Company  and
constitutes the legal, valid and binding  obligation of the Company  enforceable
against  the  Company  in  accordance  with its  terms,  subject  to  applicable
bankruptcy, insolvency, reorganization and similar laws of general applicability
relating  to or  affecting  creditors'  rights  generally  and  subject  to  the
availability of equitable remedies.

     (d) There is no litigation or  proceeding  pending,  or to the knowledge of
the Company  threatened,  which could adversely affect the validity of this Loan
Agreement,  the  Assignment or the Lease or the ability of the Company to comply
with its obligations under them.

                                       3

     (e) The information  contained in all written  information  relating to the
Project and the Bonds provided by the Company to the Issuer and bond counsel for
the Bonds is true and correct in all material respects.

     (f) The Project  consists and will consist of the  facilities  described in
Exhibit A, and no changes  will be made in the Project  except as  permitted  by
Section 3.2.

                                  ARTICLE III
                            COMPLETION OF THE PROJECT

     Section 3.1 Project  Complete.  The  acquisition  and  construction  of the
Project has been completed as contemplated by the Lease.

     Section 3.2 Project Use.  The Company will not make any material  change in
the  intended  use of the Project  unless the Trustee and the Issuer  receive an
Opinion  of Tax  Counsel  to the  effect  that such  change  will not impair the
exclusion  of interest  on the Bonds from the gross  income of the owners of the
Bonds for federal income tax purposes.

     Section 3.3  Operation  of Project.  So long as the  Company  operates  the
Project, it will operate it so as not to impair the exclusion of interest on the
Bonds from the gross  income of the owners of the Bonds for  federal  income tax
purposes and so that the Project will constitute  "port  facilities"  within the
meaning of the Act.

                                   ARTICLE IV
                                ISSUANCE OF BONDS

     Section  4.1  Issuance  of Bonds.  In order to refund the 1992  Bonds,  the
Issuer will issue,  sell and deliver the Bonds to their initial  purchasers  and
deposit the  proceeds of the Bonds with the Trustee as provided in Article IV of
the  Indenture.  Such deposit will  constitute a loan to the Company  under this
Loan  Agreement.  In  consideration  for the refunding by the Issuer of the 1992
Bonds which relieves the Company of its  obligation to pay an amount  sufficient
to pay the 1992  Bonds,  the  Company  agrees to make the  payments  required in
Section 5.1. The Issuer  authorizes  the Trustee to disburse the proceeds of the
Bonds in accordance with Section 4.1 of the Indenture.  The Company approves the
Indenture and the issuance by the Issuer of the Bonds.

                                   ARTICLE V
                                REPAYMENT OF LOAN

     Section 5.1 Repayment of Loan and Payment of Purchase  Price of Bonds.  (a)
The Company  will repay the loan made to it under  Section  4.1 as  follows:  By
10:00  a.m.  eastern  time on each day on which any  payment  of  principal  of,
premium, if any, and interest on Bonds becomes due (whether at maturity, or upon
redemption or acceleration or otherwise),  the Company will pay an amount which,
together with other moneys held by the Trustee under the Indenture and available
for such  purpose,  will  enable the  Trustee to make such  payment in full in a
timely manner.  If the Company defaults in any payment required by this Section,
the  Company  will pay  interest  (to the extent  allowed by law) on such amount
until paid at the rate provided for in the Bonds.

                                       4

     (b) The Company will pay to the Trustee,  on each day on which a payment of
purchase  price of a Bond  which has been put or is to be  purchased  in lieu of
redemption becomes due, an amount which,  together with other moneys held by the
Trustee under the  Indenture  and  available  for such purpose,  will enable the
Trustee to make such payment in full in a timely manner.

     (c) In furtherance of the foregoing,  so long as any Bonds are  outstanding
the Company will pay all amounts  required to prevent any  deficiency or default
in any  payment  of the  Bonds,  including  any  deficiency  caused by an act or
failure to act by the Trustee, the Company, the Issuer, the Remarketing Agent or
any other person.

     (d) All amounts  payable  under this Section by the Company are assigned by
the Issuer to the  Trustee  pursuant  to the  Indenture  for the  benefit of the
Bondholders.  The Company consents to such assignment.  Accordingly, the Company
will pay  directly to the Trustee at its  principal  corporate  trust office all
payments payable by the Company pursuant to this Section.

     (e) The Company  need not pay any amount paid to  Bondholders  by a draw on
any Letter of Credit.  The Company will pay directly to the Bank,  in accordance
with the  reimbursement  agreement  pursuant  to which such Letter of Credit was
issued, amounts owed with respect to Reimbursement Obligations.

     (f) The Company  will receive a credit  against the amounts  payable to the
Trustee  under this  Section  for any  amounts  paid  directly to the Trustee by
Pittston Coal Terminal  Corporation  pursuant to the Assignment or by the Parent
Company pursuant to the Parent Company Guaranty.

     Section 5.2  Additional  Payments.  The Company will also pay the following
within 30 days after receipt of a written request for payment:

     (a) The reasonable  fees and expenses of the Issuer  incurred in connection
with  the  execution  and  delivery  of,  and the  performance  of the  Issuer's
obligations  under,  this Loan Agreement,  the Indenture,  the Bonds,  and other
related  documents to which the Issuer is a party,  such fees and expenses to be
paid directly to the Issuer or as directed by it.

     (b) The fees and expenses of the Trustee, any Paying Agent, the Remarketing
Agent  and  all  other  fiduciaries  and  agents  serving  under  the  Indenture
(including any expenses in connection with any redemption of the Bonds), and all
fees and  expenses,  including  attorneys'  fees,  of the Trustee and any Paying
Agent for any extraordinary  services rendered by them under the Indenture.  All
such fees and expenses are to be paid directly to the Trustee, Paying Agent, the
Remarketing  Agent or other  fiduciary  or agent for its own account as and when
such fees and expenses become due and payable.

                                       5

     Section 5.3 Prepayments.  The Company may at any time and from time to time
prepay to the Trustee all or any part of the amounts  payable under Section 5.1.
A  prepayment  will not relieve the Company of its  obligations  under this Loan
Agreement until all the Bonds have been paid or provision for their payment made
in accordance with the Indenture.  In the event of a mandatory redemption of the
Bonds, the Company will prepay all amounts necessary for such redemption.

     Section 5.4 Assignment of Throughput Payments.  Pursuant to the Assignment,
the Company  will  assign to the Issuer all of the  Company's  right,  title and
interest in and to the payments to be made by Pittston Coal Terminal Corporation
with respect to the Bonds under Section 3.2(a)(ix) of the Throughput Agreement.

     Section 5.5  Obligations of Company  Unconditional.  The obligations of the
Company to make the payments required by Sections 5.1 and 5.3 and to perform its
other   agreements   contained   in  this  Loan   Agreement   are  absolute  and
unconditional.  Until the principal of and interest on the Bonds have been fully
paid or provision for their payment made in accordance  with the Indenture,  the
Company (i) will not suspend or discontinue any payments provided for in Section
5.1,  (ii) will perform all its other  agreements  in this Loan  Agreement,  and
(iii) will not terminate this Loan Agreement for any cause including any acts or
circumstances  that may constitute  failure of consideration,  destruction of or
damage to the Project, commercial frustration of purpose, any change in the laws
of the United  States or of the  Commonwealth  or any political  subdivision  of
either or any  failure of the Issuer to perform any of its  agreements,  whether
express  or  implied,  or any duty,  liability  or  obligation  arising  from or
connected with this Loan Agreement.

                                   ARTICLE VI
                            OTHER COMPANY AGREEMENTS

     Section 6.1  Maintenance  of  Existence.  The  Company  will  maintain  its
existence as a general  partnership  under the laws of the Commonwealth and will
not merge or  consolidate  with, or sell or otherwise  transfer to another legal
entity all or  substantially  all of its assets as an entirety  and/or  dissolve
unless (i) there is a surviving,  resulting or transferee legal entity organized
and existing under the laws of the United  States,  any state or the District of
Columbia,  which is solvent and (if not the Company)  assumes in writing all the
obligations of the Company under this Loan Agreement and (ii) the Company or the
surviving  or  transferee   entity  is  not   immediately   after  such  merger,
consolidation  or transfer in default in any  material  respect  under this Loan
Agreement;  provided, however, this will not be construed as prohibiting changes
in the ownership interests of the Partners in the Company.

     Section  6.2  Payment of Taxes.  The  Company  will pay all taxes and other
governmental  charges and  assessments,  if any,  that are  levied,  assessed or
imposed upon any interest of the Issuer or the Trustee in this Loan Agreement or
any payment  received  by or due to the Issuer or the Trustee  (other than their
fees) pursuant to this Loan Agreement.

                                       6

     Section 6.3 Arbitrage. The Company covenants with the Issuer and for and on
behalf of the purchasers  and owners of the Bonds from time to time  outstanding
that, so long as any of the Bonds remain  outstanding,  moneys on deposit in any
fund in connection with the Bonds,  whether or not such moneys were derived from
the  proceeds  of the sale of the Bonds or from any other  sources,  will not be
used in a manner which will cause the Bonds to be  "arbitrage  bonds" within the
meaning  of Section  148 of the Code,  and any  lawful  regulations  promulgated
thereunder,  as they exist on this date,  or may from time to time  hereafter be
amended, supplemented or revised.

     Section 6.4 Company's  Obligation with Respect to Tax Exemption of Interest
Paid on the Bonds.  Notwithstanding  any other provision of this Loan Agreement,
the Company covenants and agrees that it will not knowingly take or authorize or
permit, to the extent such action is within its control,  any action to be taken
with respect to the Project, or the proceeds of the Bonds (including  investment
earnings),  insurance,  condemnation,  or any other proceeds derived directly or
indirectly in connection with the Project,  which will result in the loss of the
exclusion  of  interest on the Bonds from gross  income for  federal  income tax
purposes  under  Section 103 of the Code  (except for any Bond during any period
while it is held by a person referred to in Section 147(a) of the Code); and the
Company also will not knowingly  omit to take any action in its power which,  if
omitted,  would cause the above result. The inclusion of interest on any Bond in
the computation of the alternative minimum tax imposed by Section 55 of the Code
or the branch profits tax on foreign  corporations imposed by Section 884 of the
Code does not  constitute a loss of the  exclusion of interest on the Bonds from
gross  income for  federal  income tax  purposes  under  Section 103 of the Code
within the  meaning of this  Section.  This  provision  will  control in case of
conflict or ambiguity with any other provision of this Loan Agreement.

     The Company covenants and agrees to notify the Trustee,  the Issuer and, if
a Letter of  Credit is in  effect,  the Bank of the  occurrence  of any event of
which the  Company  has notice  which  would  require  the Company to prepay the
amounts due under this Loan Agreement  because of a redemption  resulting from a
determination of taxability.

     The Company,  at its sole expense,  will take all steps  necessary to cause
the  requirements  of Section 148(f) of the Code to be satisfied with respect to
the Bonds, including, but not limited to, all reporting and rebate requirements,
and will, upon request, provide the Trustee with evidence of such compliance.

     Section 6.5 Issuer Fees and Expenses. The Company shall pay to or on behalf
of the Issuer,  its reasonable costs and expenses  incurred or to be paid by the
Issuer directly related to the issuance and delivery of the Bonds, the refunding
of the  1992  Bonds  and the  performance  of its  duties  and  responsibilities
pursuant to this Loan Agreement, the Indenture or other documents or instruments
by which it is bound in connection therewith,  including the fees of its counsel
and other advisors and the reasonable  administrative fees of the Issuer,  which
Issuer fees consist of an application  fee of $1,000,  a special  meeting fee of
$700,  a  one-time  closing  fee of $200 and a  one-time  administrative  fee of
$37,830.

                                       7

                                  ARTICLE VII
                     NO RECOURSE TO ISSUER; INDEMNIFICATION

     Section 7.1 No Recourse to Issuer.  The Bonds will at all times  constitute
special,  limited obligations of the Issuer. The Issuer will not be obligated to
pay the Bonds except from revenues provided by the Company.  The issuance of the
Bonds will not directly or indirectly or contingently  obligate the Issuer,  the
Commonwealth or any of its political  subdivisions to levy or pledge any form of
taxation whatever or to make any  appropriation  for their payment.  Neither the
Issuer nor any  commissioner  or officer of the Issuer nor any person  executing
the Bonds will be liable  personally for the Bonds or be subject to any personal
liability or accountability by reason of the issuance of the Bonds.

     Section 7.2  Indemnification.  The Company will, at its expense,  indemnify
and save  harmless the Issuer and its  commissioners,  officers,  employees  and
agents  against  and  from  any  and all  claims,  damages,  demands,  expenses,
liabilities  and losses of every kind  asserted  by or on behalf of any  person,
firm, corporation or governmental authority arising out of, resulting from or in
any way connected  with the condition,  use,  possession,  conduct,  management,
planning, design,  acquisition,  construction,  installation or financing of the
Project. The Company will also, at its expense,  indemnify and save harmless the
Issuer  against  and from all  costs,  reasonable  counsel  fees,  expenses  and
liabilities  incurred in any action or proceeding  brought by reason of any such
claim or demand.  If any  proceeding is brought  against the Issuer by reason of
any such claim or demand, the Company will, upon written notice from the Issuer,
defend such proceeding on behalf of the Issuer.  Notwithstanding  the foregoing,
the  Company  will  not be  obligated  to  indemnify  the  Issuer  or any of its
commissioners,  officers,  employees  or  agents  or hold  any of them  harmless
against or from or in respect of any claim, damage, demand,  expense,  liability
or loss arising from the intentional or willful  misconduct or gross  negligence
of the Issuer or any of its commissioners,  officers, employees or agents or any
untrue  statement or alleged untrue  statement of a material fact or omission or
alleged  omission  of a material  fact  describing  the  Issuer in any  official
statement or preliminary official statement relating to the Bonds.

     The  Company  agrees  upon the  terms and  conditions  and  subject  to the
limitations  set forth in this Loan  Agreement,  including the limitation on the
liability of the  Partners in Section  10.11,  to indemnify  the Trustee and the
Paying  Agent for, and to hold them  harmless  against,  any loss,  liability or
expense incurred without  negligence or bad faith on their part,  arising out of
or in connection with the acceptance or  administration  of the trust created by
the Indenture,  including the costs and expenses of defending themselves against
any claim or liability in connection  with the exercise or performance of any of
their powers or duties under this Loan Agreement.

                                  ARTICLE VIII
                                   ASSIGNMENT

     Section 8.1  Assignment  by Company.  The Company may assign its rights and
obligations  under this Loan Agreement  without the consent of either the Issuer
or the  Trustee,  but,  except as provided in Section  6.1, no  assignment  will
relieve the Company from primary  liability for any obligations  under this Loan
Agreement.

                                       8

     Section 8.2  Assignment by Issuer.  The Issuer will assign its rights under
and interest in this Loan Agreement  (except for the  Unassigned  Rights) to the
Trustee  pursuant to the  Indenture,  it being  understood  and agreed that such
assignment  will  be  an  absolute  assignment,   but  without  recourse  to  or
representation  by the Issuer.  Otherwise,  the Issuer will not sell,  assign or
otherwise  dispose of its rights  under or interest in this Loan  Agreement  nor
create or permit to exist any lien, encumbrance or other security interest in or
on such rights or interest.

                                   ARTICLE IX
                              DEFAULTS AND REMEDIES

     Section 9.1 Remedies on Default.  Whenever  any Event of Default  under the
Indenture has occurred and is continuing,  the Trustee may take whatever  action
may appear necessary or desirable to collect the payments then due and to become
due or to  enforce  performance  of any  agreement  of the  Company in this Loan
Agreement.

     In addition, if an Event of Default under the Indenture has occurred and is
continuing  with respect to any of the  Unassigned  Rights,  the Issuer may take
whatever action may appear  necessary or desirable to it to enforce  performance
by the Company of such Unassigned Rights.

     Any amounts  collected  pursuant to action taken under this Section (except
for  amounts  payable  directly  to or on  behalf of the  Issuer or the  Trustee
pursuant to Sections  5.2, 7.2 and 9.3) will be applied in  accordance  with the
Indenture.

     Nothing in this Loan Agreement will be construed to permit the Issuer,  the
Trustee or any  Bondholder or any receiver in any  proceeding  brought under the
Indenture to take possession or use of or exclude the Company from possession or
use of the Project by reason of the occurrence of an Event of Default.

     Section 9.2 Delay Not Waiver;  Remedies.  A delay or omission by the Issuer
or the  Trustee  in  exercising  any right or remedy  accruing  upon an Event of
Default  will not  impair  the  right or  remedy  or  constitute  a waiver of or
acquiescence  in the  Event of  Default.  No remedy  is  exclusive  of any other
remedy. All available remedies are cumulative.

     Section 9.3  Attorneys'  Fees and Expenses.  If the Company  should default
under  any  provision  of this  Loan  Agreement  and the  Issuer  should  employ
attorneys or incur other  expenses for the  collection of the payments due under
this Loan Agreement, the Company will on demand pay to the Issuer or as directed
by it the reasonable fees of such attorneys and such other  reasonable  expenses
so incurred by the Issuer.

                                       9

                                   ARTICLE X
                                  MISCELLANEOUS

     Section 10.1 Notices.  All notices or other  communications under this Loan
Agreement will be sufficiently  given and will be deemed given when delivered or
mailed as provided in the Indenture.

     Section 10.2 Binding Effect.  This Loan Agreement will inure to the benefit
of and will be  binding  upon the  Issuer,  the  Company  and  their  respective
successors  and  assigns,  subject,  however,  to the  limitations  contained in
Section 6.1.

     Section  10.3  Severability.  If any  provision  of this Loan  Agreement is
determined  to be  unenforceable  at any time,  that will not  affect  any other
provision of this Loan Agreement or the  enforceability of that provision at any
other time.

     Section  10.4  Amendments.  After  the  issuance  of the  Bonds,  this Loan
Agreement  may not be  effectively  amended or  terminated  without  the written
consent of the Trustee and, if a Letter of Credit is in effect,  the Bank and in
accordance with the provisions of the Indenture.

     Section 10.5 Right of Company To Perform  Issuer's  Agreements.  The Issuer
irrevocably  authorizes  and  empowers the Company to perform in the name and on
behalf of the Issuer any agreement  made by the Issuer in this Loan Agreement or
in the  Indenture  which the Issuer fails to perform in a timely  fashion if the
continuance  of such failure  could result in an Event of Default.  This Section
will not require the Company to perform any agreement of the Issuer.

     Section 10.6  Applicable  Law. This Loan  Agreement will be governed by and
construed in accordance with the laws of the Commonwealth.

     Section 10.7  Captions;  References to Sections.  The captions in this Loan
Agreement  are for  convenience  only and do not  define  or limit  the scope or
intent of any  provisions  or Sections  of this Loan  Agreement.  References  to
Articles and  Sections are to the Articles and Sections of this Loan  Agreement,
unless the context otherwise requires.

     Section 10.8 Complete Agreement.  This Loan Agreement represents the entire
agreement between the Issuer and the Company with respect to its subject matter.

     Section  10.9  Termination.   When  no  Bonds  are  Outstanding  under  the
Indenture,  the Company and the Issuer  will have no further  obligations  under
this Loan Agreement,  except for the Company's  obligations  under Sections 5.2,
6.3, 6.4, 7.2 and 9.3.

     Section 10.10  Counterparts.  This Loan  Agreement may be signed in several
counterparts.  Each will be an original, but all of them together constitute the
same instrument.

                                       10

     Section  10.11  Limitation of  Liability.  Notwithstanding  anything to the
contrary provided in this Loan Agreement or the Indenture,  each and every term,
covenant,  condition and provision of this Loan  Agreement is made  specifically
subject to the provisions of this Section 10.11. It is  specifically  understood
and agreed  that the  liability  of the  Company  is  limited  to the  Company's
interest  in the  obligations  of Pittston  Coal  Terminal  Corporation  to make
payments  with respect to the Bonds under Section  3.2(a)(ix) of the  Throughput
Agreement  and is payable  solely from those  payments and  collateral,  if any,
specifically pledged for such purpose.

     Any liability or obligation of the Company arising out of or from this Loan
Agreement  will be a liability  or  obligation  of and  enforceable  against the
Company only and will not be a liability or obligation of or enforceable against
any Partner of the Company individually or in its capacity as a partner.

     Section 10.12 Limited Nature of Company's Obligations;  Pittston Terminal's
Liability for Obligations of the Company; Certain Decisions Regarding the Bonds.
As provided in the Throughput Agreement and the Agreement Regarding 2003 Brink's
Bonds, dated as of August 15, 2003, among the Company, the Partners and Pittston
Terminal, all of the Company's obligations with respect to the Bonds are payable
solely from payments  received by the Company from Pittston Terminal pursuant to
the  Throughput  Agreement and Pittston  Terminal  shall act as the agent of the
Company for purposes of making certain Company decisions relating to the Bonds.

                                       11

                                    PENINSULA PORTS AUTHORITY OF
                                    VIRGINIA

                                    By: /s/ Robert E. Yancey
                                       -----------------------------------------
                                         Chairman

                                    DOMINION TERMINAL ASSOCIATES,
                                       a General Partnership

                                    By: /s/ Charles E. Brinley
                                       -----------------------------------------
                                         President

                                       12

                                    EXHIBIT A

                            DESCRIPTION OF FACILITIES
                            -------------------------

     The Dominion  Terminal  Associates coal facility is sized to have an annual
throughput  of  approximately  20 million tons per year. A total ground  storage
capacity of approximately  1.5 million tons is available.  The terminal pier and
loading  facilities are designed to handle colliers  ranging in size from 20,000
to 173,000 dwt. and barges of varying sizes.

     The land on which the  facility is located is on the east bank of the James
River in Newport News, Virginia.  It is bordered on the northwest by the Pier IX
coal terminal and on the  southeast by the CSX Piers 14 and 15 properties  which
are now limited in use, the primary  business of Piers 14 and 15 appearing to be
the leasing of the piers.

     The deep water channel,  approximately 50 feet deep, borders the site. Road
access to the facility is from Harbor Road,  which borders the south side of the
terminal site.

     1. Railroad  Service.   The  coal   terminal  facility  is  served  by  CSX
Transportation,  Inc. CSX brings loaded cars to the empty tracks.  DTA moves the
loaded cars from the empty  tracks into  position for dumping and then moves the
cars back to the empty tracks.

     2. Material  Handling System.  The material  handling system is designed so
that coal may be  unloaded  from the  railroad  hopper cars and  transported  by
conveyor  directly to the  shiploader  for  depositing  in the holds of vessels.
However,   most  of  the   coal   received   is   transported   to  one  or  two
stacker/reclaimers for deposit on the ground storage piles.

        An enclosed tandem rotary car dumper is used  to unload  the hopper cars
two at a time.  The coal  deposited  in the hoppers  beneath  the dumper  passes
through a grizzly  which  prevents  large  foreign  material  from  entering and
damaging the belt conveying  system.  Just prior to dumping,  the rail cars pass
through a thaw shed which assists in unloading during freezing weather.

        Vibrating feeders transfer the coal from the  receiving  hoppers  to the
conveyor  belts and place it on conveyor belts for elevation up above grade to a
1,000-ton surge silo. The surge silo is used to increase unloading efficiency by
allowing the coal to accumulate while the  stacker/reclaimer  is moving from one
stockpile to another. A three-stage "as received" sampling system is provided at
the 1,000-ton storage silo.

        While  the  unloading  system  is  in  operation,  coal  received may be
diverted  directly to waiting colliers or barges or transferred to either of two
stacker/reclaimers for stacking in stockpiles. The design rate for the receiving
material handling system is 5,200 tons/hr.

                                      A-1

     The  reclaim  system  provides  for  reclaiming  coal  with  either or both
stacker/reclaimers  and a reclaimer,  then  conveying it to two-4,000  ton surge
silos located near the pier. Reclaim from these surge silos goes directly to the
pier-mounted  shiploader  for  loading  into the  holds of coal  carriers.  When
blending two different types of coal is required,  the proper percentage of each
is withdrawn from each silo. An "As Shipped"  sampling  system is located at the
tail end of the conveyor leading to the shiploader.

        Belt  scales  are  provided  for  both  the  unloading  system  and  the
shiploading  system to provide the necessary  information  for managing the coal
stockpiles, blending and as a check against the draft surveyor's measurement for
the coal being  loaded in  vessels.  The design  rate for the  reclaim  handling
system is 6,800  tons/hr.  The  shiploader  and dock  conveyor is rated at 6,500
tons/hr.  The higher capacity takes into account shiploader  shutdowns for hatch
changes.

     3. Marine  Facilities.  The marine  facilities  include a dredge deep-water
basin and shiploader pier.

        The  dredging  provides  access  and  berthing  areas  at the pier which
extends towards shore from the Corps of Engineers' pierhead line. An area on the
south  side of the  pier  has been  dredged  to a depth of 50 feet to match  the
existing  channel.  The north  side of the pier can be  dredged to a depth of 50
feet if so necessitated by an increase in business.

        The  shiploader  dock  is designed as a finger pier with a berth on each
side for  loading  colliers up to 173,000  dwt.  It is  provided  with a trestle
connection to shore. The pier supports the shiploading  conveyor and shiploader,
plus a roadway with a turnaround  area at the  offshore  end.  Both faces of the
pier  are  provided  with  a  fendering  system.  A  turning  dolphin  has  been
constructed at the outer end, connected by a walkway to the pier.

     4. Mobile Equipment. Mobile equipment is used for maintenance and operation
of the coal  terminal  facility.  Switch  engines are used to move trains  while
dozers are needed to assist the bucket wheel  stackers and reclaimers in storing
and reclaiming coal outside their reach. The following types of mobile equipment
are provided for the facility:

                a. Track-mounted dozers with coal blades;

                b. Switch Engines;

                c. Mobile cranes;

                d. Flat-bed trucks;

                e. Pickup trucks;

                f. Automobiles;

                g. Maintenance vehicles; and

                h. Front-end loader.

                                       A-2

     5. Control  Stations.  The rotary dumper and the receiving hopper vibrating
feeders  have a separate  control  panel  located in the  dumper  building.  The
shiploader and stacker/reclaimers and reclaimer are controlled from cabs mounted
as part of their construction. The systems of conveyors leading to and from yard
storage are  controlled  from a central  control room atop transfer tower TT2 or
from other computer  sites.  The shiploader and the vibrating  feeders under the
two 4,000-ton shiploader surge silos are controlled by an operator in the cab of
the shiploader.

     6. Auxiliary Buildings.  The following auxiliary buildings are provided for
the coal terminal operation:

                a. Administration building including a locker room;

                b. Repair shop and warehouse;

                c. A series of small buildings to house electrical equipment;

                d. A series of small buildings to house pumping equipment; and

                e. A maintenance building.

     7. Utilities and Communications.  Industrial and potable water is available
at the coal terminal site.  This water is delivered by underground  pipelines to
the areas requiring its use.

        A  fuel storage and distribution  system  is  provided.  Fuel  tanks  of
sufficient capacity store diesel oil and gasoline for use by mobile equipment or
building  heating  systems.  Electricity is provided to the facility from a main
substation located near the property boundary. A complete distribution system is
included to carry electric power to all  facilities.  The sewage  collected from
the various  auxiliary  buildings  is  delivered  to a nearby  existing  manhole
located near Pier 14. The sewage is then directed to the Newport News  Treatment
Plant.

        The  facilities  have  a  communications  system,  including  telephones
located in critical  locations  and a radio  system for  communications  between
operators at the various control stations.

     8. Pollution  Control  Equipment.  A full  complement of pollution  control
equipment  was installed  for the  facility,  as required by the  owner-obtained
environmental   permits.  This  includes  a  combination  of  water  sprays  and
baghouse-type dust collectors located at critical facility dust emission points.

                                      A-3

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

                               INDENTURE OF TRUST

                                     between

                      PENINSULA PORTS AUTHORITY OF VIRGINIA

                                       and

                 WACHOVIA BANK, NATIONAL ASSOCIATION, as trustee

                                September 1, 2003

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

                                   $43,160,000

                      Coal Terminal Revenue Refunding Bonds
             (Dominion Terminal Associates Project - Brink's Issue)
                                   Series 2003

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

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

                                TABLE OF CONTENTS

 
ARTICLE I             DEFINITIONS AND RULES OF CONSTRUCTION.....................................................14

         Section 1.1           Definitions......................................................................14

         Section 1.2           Rules of Construction............................................................19

ARTICLE II            THE BONDS.................................................................................19

         Section 2.1           Issuance of Bonds; Form; Dating..................................................19

         Section 2.2           Interest on the Bonds............................................................19

         Section 2.3           Book-Entry Provisions............................................................31

         Section 2.4           Execution and Authentication.....................................................32

         Section 2.5           Bond Register....................................................................33

         Section 2.6           Registration and Exchange of Bonds; Persons Treated as Owners....................33

         Section 2.7           Mutilated, Lost, Stolen, Destroyed or Undelivered Bonds..........................33

         Section 2.8           Cancellation of Bonds............................................................34

         Section 2.9           Temporary Bonds..................................................................34

         Section 2.10          Special Notice by Paying Agent During Commercial Paper
                               Rate Period; Schedule Attached...................................................34

ARTICLE III           REDEMPTION, PURCHASES IN LIEU OF..........................................................34

         Section 3.1           Notices to Trustee...............................................................34

         Section 3.2           Redemption Dates.................................................................35

         Section 3.3           Selection of Bonds to be Redeemed................................................35

         Section 3.4           Notice of Redemption.............................................................35

         Section 3.5           Payment of Bonds Called for Redemption...........................................36

         Section 3.6           Bonds Redeemed in Part...........................................................36

         Section 3.7           Purchase of Bonds in Lieu of Redemption..........................................36

         Section 3.8           Disposition of Purchased Bonds...................................................37

ARTICLE IV            APPLICATION OF PROCEEDS AND PAYMENT OF BONDS..............................................38

         Section 4.1           Application of Proceeds..........................................................38

         Section 4.2           Payments of Bonds................................................................38

         Section 4.3           Investment of Moneys.............................................................40

         Section 4.4           Moneys Held in Trust.............................................................42

                                       i

 
ARTICLE V             LETTER OF CREDIT AND PARENT COMPANY GUARANTY..............................................42

         Section 5.1           Requirements for Letter of Credit................................................42

         Section 5.2           Pledge of Certain Payments.......................................................44

         Section 5.3           Draws............................................................................44

         Section 5.4           Parent Company Guaranty..........................................................44

ARTICLE VI            COVENANTS.................................................................................44

         Section 6.1           Payment of Bonds.................................................................44

         Section 6.2           Further Assurances...............................................................44

ARTICLE VII           DISCHARGE OF INDENTURE....................................................................45

         Section 7.1           Bonds Deemed Paid; Discharge of Indenture........................................45

         Section 7.2           Application of Trust Money.......................................................46

         Section 7.3           Repayment to Bank and Company....................................................46

ARTICLE VIII          DEFAULTS AND REMEDIES.....................................................................46

         Section 8.1           Events of Default................................................................46

         Section 8.2           Acceleration.....................................................................48

         Section 8.3           Remedies During Certain Fixed Rate Periods and Other Remedies....................48

         Section 8.4           Waiver of Past Defaults..........................................................49

         Section 8.5           Control by Majority..............................................................49

         Section 8.6           Limitation on Suits..............................................................49

         Section 8.7           Rights of Holders to Receive Payment.............................................49

         Section 8.8           Collection Suit by Trustee.......................................................50

         Section 8.9           Trustee May File Proofs of Claim.................................................50

         Section 8.10          Priorities.......................................................................50

         Section 8.11          Undertaking for Costs............................................................50

ARTICLE IX            TRUSTEE, REMARKETING AGENT AND INDEXING AGENT.............................................50

         Section 9.1           Duties of Trustee................................................................50

         Section 9.2           Rights of Trustee................................................................52

         Section 9.3           Individual Rights of Trustee.....................................................52

         Section 9.4           Trustee's Disclaimer.............................................................52

         Section 9.5           Notice of Defaults...............................................................52

                                       ii

 
         Section 9.6           Compensation and Indemnity of Trustee............................................52

         Section 9.7           Eligibility of Trustee...........................................................53

         Section 9.8           Replacement of Trustee...........................................................53

         Section 9.9           Appointment and Duties of Remarketing Agent......................................53

         Section 9.10          Eligibility of Remarketing Agent; Replacement....................................54

         Section 9.11          Appointment and Duties of Indexing Agent.........................................54

         Section 9.12          Eligibility of Indexing Agent; Replacement.......................................54

         Section 9.13          Compensation of Remarketing and Indexing Agents..................................55

         Section 9.14          Successor Trustee or Agent by Merger.............................................55

         Section 9.15          Appointment, Designation and Succession of Paying Agent..........................55

ARTICLE X             AMENDMENTS OF AND SUPPLEMENTS TO INDENTURE................................................56

         Section 10.1          Without Consent of Bondholders...................................................56

         Section 10.2          With Consent of Bondholders......................................................56

         Section 10.3          Effect of Consents...............................................................57

         Section 10.4          Notation on or Exchange of Bonds.................................................57

         Section 10.5          Signing by Trustee of Amendments and Supplements.................................57

         Section 10.6          Company and Bank Consent Required................................................57

         Section 10.7          Notice to Bondholders............................................................57

ARTICLE XI            AMENDMENTS OF AND SUPPLEMENTS TO LOAN.....................................................57

         Section 11.1          Without Consent of Bondholders...................................................58

         Section 11.2          With Consent of Bondholders......................................................58

         Section 11.3          Consent by Trustee to Amendments or Supplements..................................58

         Section 11.4          Consent of Bank..................................................................58

ARTICLE XII           MISCELLANEOUS.............................................................................58

         Section 12.1          Notices..........................................................................58

         Section 12.2          Bondholders' Consents............................................................59

         Section 12.3          Limitation of Rights.............................................................59

         Section 12.4          Severability.....................................................................60

         Section 12.5          Payments Due on Non-Business Days................................................60

         Section 12.6          Governing Law....................................................................60

         Section 12.7          Captions.........................................................................60

                                      iii

 
         Section 12.8          No Recourse Against Issuer's Officers............................................60

         Section 12.9          Limited Nature of Company's Obligations; Pittston Terminal's
                               Liability for Obligations of the Company; Certain Decisions
                               Regarding the Bonds..............................................................60

         Section 12.10         Counterparts.....................................................................60

                                       iv

                               INDENTURE OF TRUST

     This  INDENTURE OF TRUST,  dated as of  September 1, 2003,  is entered into
between PENINSULA PORTS AUTHORITY OF VIRGINIA,  a body politic and corporate and
a political  subdivision of the  Commonwealth  of Virginia (the  "Issuer"),  and
WACHOVIA BANK,  NATIONAL  ASSOCIATION,  a national banking  association having a
corporate trust office in Richmond, Virginia (the "Trustee"), as trustee.

     Chapter 46 of the Acts of Assembly of 1952 of the Commonwealth of Virginia,
as amended and supplemented, authorizes the Issuer to issue its bonds for any of
its purposes,  including the payment or retirement of bonds previously issued by
it.  The  Issuer  has  entered  into a Loan  Agreement  with  Dominion  Terminal
Associates, a Virginia general partnership, providing for the loan by the Issuer
to such  partnership of the proceeds of the Issuer's bonds. The Issuer wishes to
provide in this  Indenture  for the  issuance  of its bonds,  and the Trustee is
willing to accept the trusts provided for in this Indenture.

     Accordingly, the Issuer and the Trustee agree as follows for the benefit of
each other and for the holders of the Bonds issued pursuant to this Indenture.

                                 Granting Clause
                                 ---------------

     To secure the payment of the Bonds,  the Issuer  assigns to the Trustee and
grants to the Trustee a security  interest in all right,  title and  interest of
the  Issuer  in and to (i) the Loan  Agreement,  including  the  right to claim,
collect, receive and give receipts for all amounts payable by or receivable from
the Company under the Loan  Agreement,  to bring actions and proceedings for the
enforcement  of the Loan  Agreement,  and to do all  things  that the  Issuer is
entitled to do under the Loan  Agreement,  but excluding the Unassigned  Rights,
(ii) the Parent Company Guaranty, including the right to claim, collect, receive
and give  receipts  for all  amounts  payable by or  receivable  from the Parent
Company under the Parent Company Guaranty,  to bring actions and proceedings for
the  enforcement of the Parent Company  Guaranty,  and to do all things that the
Issuer is entitled to do under the Parent  Company  Guaranty,  but excluding the
Unassigned Rights, (iii) all of the Issuer's right, title and interest in and to
the  payments to be made by Pittston  Terminal  with  respect to the Bonds under
Section  3.2(a)(ix)  of the  Throughput  Agreement,  and  (iv)  all  moneys  and
securities  held  from  time to time by the  Trustee  under  this  Indenture  as
provided  in this  Indenture  for the equal  and  proportionate  benefit  of all
holders of the Bonds without  priority or distinction as to lien or otherwise of
any Bonds over any other Bonds, except as otherwise provided in this Indenture.

                                   ARTICLE I
                      DEFINITIONS AND RULES OF CONSTRUCTION

     Section 1.1  Definitions.  For all purposes of this  Indenture,  unless the
context requires otherwise, the following terms have the following meanings:

     "Act" means Chapter 46 of the Acts of Assembly of 1952 of the  Commonwealth
of Virginia, as amended and supplemented from time to time.

     "Assignment" means the Assignment,  dated as of the date of this Indenture,
among the Company, the Trustee, and Pittston Terminal.

     "Bank" means the issuer of a Letter of Credit.

     "Bank  Rate"  means  the  interest  rate on the  Bonds  set  under  Section
2.2(a)(5).

     "Bankruptcy  Law" means  Title 11 of the United  States Code or any similar
federal or state law for the relief of debtors.

     "Bankruptcy  Filing"  means the  filing of a  petition  by or  against  the
Issuer,  the  Company,  any of the  Partners,  Pittston  Terminal  or the Parent
Company  under any  bankruptcy  act or similar  act.  If the  petition  has been
dismissed  and the  dismissal is final and not subject to appeal at the relevant
time, the filing will not be considered to have occurred.

     "Bond Fund" means the fund of that name created pursuant to Section 4.2.

     "Bondholder" or "holder" means the registered owner of any Bond.

     "Bonds" mean the Bonds issued pursuant to this Indenture.

     "Business  Day" means any day other than (i) a Saturday  or Sunday,  (ii) a
day on which  commercial  banks in New York,  New York, or the city or cities in
which are located the  principal  corporate  trust  office of the Trustee or the
Paying Agent and, if a Letter of Credit is in effect,  the United  States office
of the Bank at which  demands for  payment  under the Letter of Credit are to be
presented,  are authorized by law to close, or (iii) a day on which the New York
Stock Exchange is closed.

     "Code"  means  the  Internal  Revenue  Code of 1986,  as  amended,  and the
Treasury regulations under it.

     "Commercial  Paper  Rate"  means the  interest  rate on the Bonds set under
Section 2.2(a)(3).

     "Commercial  Paper Rate Period" means with respect to any Bond,  the period
(which  may be from one day to 180  days)  determined  as  provided  in  Section
2.2(a)(3).

     "Commonwealth" means the Commonwealth of Virginia.

     "Company"  means  Dominion   Terminal   Associates,   a  Virginia   general
partnership,  and its  successors and assigns,  and any surviving,  resulting or
transferee entity as provided in Section 6.1 of the Loan Agreement.

     "Company  Representative"  means a person at the time  designated to act on
behalf  of the  Company  with  respect  to the  Bonds  by a  written  instrument
furnished to the Trustee  containing  the specimen  signature of such person and
signed on behalf of the Company by an authorized  representative  of the Company
and an authorized  officer of Pittston  Terminal.  The certificate may designate
one or more  alternates.  A Company  Representative  may be an  employee  of the
Company, the Issuer, Pittston Terminal or the Parent Company.

                                        2

     "Custodian" means any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Law.

     "Daily  Rate"  means  an  interest  rate on the  Bonds  set  under  Section
2.2(a)(1).

     "Determination Date" is defined in Section 2.2(a)(4).

     "DTC" is defined in Section 2.3.

     "Event of Default" is defined in Section 8.1.

     "Fixed  Rate"  means  an  interest  rate on the  Bonds  set  under  Section
2.2(a)(4).

     "Fixed Rate Period" is defined in Section 2.2(a)(4).

     "Government  Certificates"  mean  certificates  representing  ownership  of
either United States  Treasury bond principal at maturity or coupons for accrued
periods of interest, which bonds or coupons are held by a bank or trust company,
organized and existing  under the laws of the United States of America or any of
its states  acceptable  to the Trustee or the Paying  Agent,  in the capacity of
custodian independent of the seller of the certificates.

     "Government  Obligations" mean bonds, notes and other direct obligations of
the United States of America and securities unconditionally guaranteed as to the
timely payment of principal and interest by the United States of America.

     "Gross-Up Letter of Credit" is defined in Section 5.1(b).

     "Indenture"  means  this  Indenture  of  Trust,  as it  may be  amended  or
supplemented from time to time in accordance with its terms.

     "Indexing  Agent" means the indexing agent appointed by the Issuer pursuant
to Section 9.11 and its successor under this Indenture.

     "Initial Fixed Rate" is defined in Section 2.2.

     "Initial  Fixed Rate Period"  means the period  commencing on September 24,
2003,  and  ending on the  earlier  of (i) the date the Bonds  are  redeemed  or
purchased in lieu of  redemption  pursuant to the  provisions  of the  paragraph
captioned "Optional Redemption at a Premium During Initial Fixed Rate Period and
Fixed Rate Period" in Section 8 of the Bonds or (ii) April 1, 2033.

     "Interest Payment Date" is defined in the Bonds.

                                       3

     "Interest Period" is defined in the Bonds.

     "Lease"  means  the lease  among the  Issuer  and the  predecessors  to the
Partners,  dated as of October 15, 1982, as amended and supplemented,  and as it
may further be amended and supplemented from time to time in accordance with its
terms.

     "Letter  of  Credit"  means a letter  of credit  or other  credit  facility
satisfying the requirements of Article V.

     "Letter of Representation"  means the letter,  dated December 8, 1992, from
the Issuer to DTC with respect to the Bonds,  as amended and  supplemented  from
time to time.

     "Loan  Agreement"  means the Loan  Agreement,  dated as of the date of this
Indenture,  between  the  Issuer  and  the  Company,  as it  may be  amended  or
supplemented from time to time in accordance with its terms.

     "Monthly Rate Evaluation  Date" means the fifth day of each month while the
Bonds bear  interest at a Short Term Rate unless such day is not a Business Day,
in which case the Monthly Rate  Evaluation  Date will be the following  Business
Day.

     "1992 Bonds" means the  Issuer's  Coal  Terminal  Revenue  Refunding  Bonds
(Dominion Terminal Associates Project) Series 1992.

     "1992  Indenture"  means the  Indenture of Trust between the Issuer and the
1992 Trustee, dated November 15, 1992, with respect to the 1992 Bonds.

     "1992  Trustee"  means  SunTrust  Bank  (formerly  Crestar  Bank),  or  its
successor, as trustee under the 1992 Indenture.

     "Opinion of Counsel" means a written  opinion of counsel  acceptable to the
Trustee.  The  counsel may be an  employee  of, or counsel  to, the Issuer,  the
Trustee or the Company.

     "Opinion of Tax Counsel" means an Opinion of Counsel by counsel experienced
in matters  relating to the tax exemption of interest on  obligations  issued by
states and their political subdivisions.

     The term  "outstanding"  when  used  with  reference  to  Bonds,  or "Bonds
outstanding"  means all Bonds which have been authenticated and delivered by the
Paying Agent under this Indenture, except the following:

        (a) Bonds cancelled or purchased  for  cancellation  or delivered to the
Trustee or the Paying Agent for cancellation.

        (b) Bonds   that  have   become  due  (at  maturity  or  on  redemption,
acceleration or otherwise) and for the payment,  including  interest  accrued to
the due date, of which  sufficient  moneys are held by the Trustee or the Paying
Agent.

                                       4

        (c) Bonds deemed paid by Section 7.1.

        (d) Bonds in  lieu of which others have been authenticated under Section
2.6  (relating  to  registration  and  exchange  of Bonds) or 2.7  (relating  to
mutilated, lost, stolen, destroyed or undelivered Bonds).

     Bonds  purchased by the Company  pursuant to puts or in lieu of  redemption
under Article III will continue to be outstanding  until the Company directs the
Paying  Agent to cancel them.  Bonds  purchased  in lieu of  redemption  and not
delivered to the Paying Agent for payment are not outstanding, but there will be
outstanding Bonds  authenticated and delivered in lieu of such undelivered Bonds
as provided in the second paragraph of Section 2.7.

     "Parent Company" means The Brink's  Company,  a Virginia  corporation,  the
indirect  owner of all of the issued and  outstanding  capital stock of Pittston
Terminal or, after another person,  corporation or entity has assumed and agreed
to  perform  all of the  obligations  of The  Brink's  Company  under the Parent
Company  Guaranty and The Brink's Company has been released from its obligations
thereunder in accordance  with Section 5.4,  such other person,  corporation  or
entity.

     "Parent  Company  Guaranty"  means the Parent Company  Guaranty  Agreement,
dated as of the date of this Indenture, from the Parent Company to the Trustee.

     "Partners"  mean Alpha  Terminal  Company,  LLC,  Ashland  Terminal,  Inc.,
Coal-Mac,  Inc., James River Coal Terminal  Company,  Peabody  Terminals,  Inc.,
Dominion Energy Terminal Company, Inc. and the successors in interest of each of
them.

     "Paying  Agent"  means any  paying  agent for the  Bonds  appointed  by the
Trustee  pursuant to Section 9.15 and its successor  under this  Indenture.  The
Paying Agent will also be the bond  registrar and  authenticating  agent.  If no
Paying Agent has been appointed, the Trustee will be the Paying Agent.

     "Pittston Terminal" means Pittston Coal Terminal Corporation.

     "Pledge Agreement" means, if a Letter of Credit is in effect, any agreement
entered into among the Company,  the Paying  Agent,  and the Bank,  as it may be
amended or supplemented  from time to time in accordance with its terms, and any
other agreement of similar purport and intent among such parties,  providing for
the pledge to the Bank of Bonds  purchased by a drawing under a Letter of Credit
and held by the Paying Agent.

     The term  "principal"  when used with  reference to any Bonds  includes any
premium payable on those Bonds, except that when used with reference to payments
of  principal  from  drawings  under a Letter  of Credit  that does not  provide
coverage for redemption premium, "principal" does not include such premium.

     "Project"  means  the  facilities  described  in  Exhibit  A  to  the  Loan
Agreement.

                                       5

     The term "put" is defined in the Bonds.

     "Rating Agency" means Moody's Investors Service,  Inc. or Standard & Poor's
Corporation and their successors and assigns.  If either such corporation ceases
to act as a securities rating agency,  the Company may, with the approval of the
Trustee, the Remarketing Agent, if any, and, if a Letter of Credit is in effect,
the Bank,  appoint  any  nationally  recognized  securities  rating  agency as a
replacement.

     "Record Date" is defined in the Bonds.

     "Reimbursement  Obligations"  mean, if a Letter of Credit is in effect, all
obligations of the Company to the Bank under the  reimbursement  agreement among
the  Company,  the Bank and any other  parties  pursuant  to which the Letter of
Credit is issued.

     "Remarketing  Agent" means any remarketing agent for the Bonds appointed by
the Issuer  with the  consent of the  Company  pursuant  to Section  9.9 and its
successor under this Indenture.

     "Responsible Officer" means the Chairman of the Board, the President or any
other  officer or  assistant  officer of the Trustee  assigned by the Trustee to
administer its corporate trust matters.

     "Revenues" mean all moneys held by the Trustee under this Indenture for the
benefit of the Bondholders.

     "Short Term Rate" means a Daily, Variable or Commercial Paper Rate.

     "Throughput  Agreement"  means the  Amended  and  Restated  Throughput  and
Handling  Agreement,  dated as of July 1, 1987, among the Company,  the Partners
and Pittston  Terminal,  as amended and  supplemented,  and as it may further be
amended and supplemented from time to time in accordance with its terms.

     "Trustee"  means (i) the entity  identified  as such in the heading of this
Indenture and its successor under this Indenture and (ii) when applicable to the
functions  of  drawings  under any Letter of Credit as provided in the Letter of
Credit,  authentication,  registration,  paying  agency and  custodian of funds,
includes the Paying Agent, authenticating agent and registrar.

     "Unassigned  Rights"  means the  rights of the  Issuer  under  Section  5.2
(relating to fees and expenses), Section 7.2 (relating to indemnification),  and
Section 9.3 (relating to expenses of collection) of the Loan Agreement and under
Section 2 of the  Parent  Company  Guaranty  (relating  to its right to  recover
expenses of enforcement).

     "Variable  Rate"  means an  interest  rate on the Bonds  set under  Section
2.2(a)(2).

                                       6

     Section 1.2 Rules of Construction.  Unless the context otherwise  requires:

          (a) an accounting term not otherwise  defined has the meaning assigned
     to it in accordance with generally accepted accounting principles,

          (b)  references  to Articles  and  Sections  are to the  Articles  and
     Sections of this Indenture unless otherwise specifically indicated, and

          (c) all  meanings  are equally  applicable  to both the  singular  and
     plural form of the defined terms.

                                   ARTICLE II
                                    THE BONDS

     Section 2.1 Issuance of Bonds;  Form;  Dating. The Bonds will be designated
"Peninsula Ports Authority of Virginia,  Coal Terminal  Revenue  Refunding Bonds
(Dominion  Terminal  Associates Project - Brink's Issue) Series 2003." The total
principal  amount of Bonds  that may be issued  and  outstanding  may not exceed
$43,160,000,  except as provided in Section 2.7 with respect to  replacement  of
mutilated,  lost,  stolen,  destroyed or  undelivered  Bonds.  The Bonds will be
substantially in the form of Exhibit A to this Indenture,  in the  denominations
provided for in the Bonds. The Bonds may have notations, legends or endorsements
by law or usage.

     All Bonds will be dated the date of their delivery and will mature, subject
to prior  redemption,  on April 1,  2033.  Bonds  issued in  exchange  for Bonds
surrendered  for transfer or exchange or in place of  mutilated,  lost,  stolen,
destroyed or  undelivered  Bonds will bear  interest from the last date to which
interest has been paid on the Bonds being transferred, exchanged or replaced or,
if no interest has been paid, from the date of their  delivery.  For purposes of
this  paragraph,  while Bonds bear  interest at the Daily Rate or the Bank Rate,
interest which is paid on the fifth Business Day of a month is deemed to be paid
on the first day of that  month.  Bonds will be numbered  as  determined  by the
Paying Agent.

     Upon the execution and delivery of this Indenture,  the Issuer will execute
the  Bonds and  deliver  them to the  Paying  Agent and the  Paying  Agent  will
authenticate  the Bonds and  deliver  them to the  purchaser  or  purchasers  as
directed by the Issuer.

     Section 2.2 Interest on the Bonds. Interest on the Bonds will be payable as
provided in the Bonds and in this Section. During the Initial Fixed Rate Period,
interest  on the Bonds will be payable  at 6.0% per annum  (the  "Initial  Fixed
Rate"),  the  Interest  Payment  Dates  will be  each  April  1 and  October  1,
commencing  April 1, 2004,  and the Record Dates will be March 15 and  September
15,  respectively.  While there exists an Event of Default under the  Indenture,
the  interest  rate on the Bonds will be the rate on the Bonds on the day before
the Event of Default  occurred,  except  that if  interest on the Bonds was then
payable  at a  Commercial  Paper  Rate,  the  default  rate will be the  highest
Commercial   Paper  Rate  then  in  effect  for  any  Bond.  The  interest  rate
determination  method may be changed by the Company, the Remarketing Agent or as
described in subsection  (b)(4) below.  The methods of  determining  the various
interest  rates  (other  than the  Initial  Fixed  Rate) are as  provided in the
following subsection (a).

                                       7

     (a) Interest Rate Determination Methods.

          (1) Daily Rate. When interest on the Bonds is payable at a Daily Rate,
     the  Remarketing  Agent will set a Daily Rate on each  Business  Day.  Each
     Daily  Rate  will be the  minimum  rate  necessary  (as  determined  by the
     Remarketing  Agent) for the Remarketing  Agent to sell the Bonds on the day
     the rate is set at their principal amount plus accrued interest.  The Daily
     Rate for any  non-Business Day will be the rate for the last day on which a
     rate was set or, if the  commencement  of a period  during  which the Bonds
     bear interest at a Daily Rate is a non-Business  Day, the rate for such Day
     will be the rate  established  on the first  Business Day after the date of
     such commencement.

          If for any reason the  Remarketing  Agent does not set a Daily Rate on
     any  Business Day or a court holds that the rate set for any day is invalid
     or unenforceable, the Daily Rate for that day will be the average of 30-day
     yield  evaluations at par of securities  (whether or not actually  issued),
     the interest on which is excluded from gross income for federal  income tax
     purposes,  of issuers of  commercial  paper rated by a Rating Agency in its
     highest commercial paper rating category.  Initially, that rate will be the
     earliest rate published each day by Munifacts Wire System,  Inc. The Issuer
     will, at the request of the Company,  designate a replacement  publisher to
     the Trustee and the Remarketing  Agent.  If Munifacts Wire System,  Inc. or
     such replacement publisher does not publish such a commercial paper rate on
     a day on which a Daily Rate is to be set,  the  Remarketing  Agent will set
     the Daily Rate at 50% of the interest  rate for 30-day  taxable  commercial
     paper  (prime paper placed  through  dealers)  announced on such day by the
     Federal Reserve Bank of New York,  converted to a  coupon-equivalent  rate.
     Upon  delivery  to the  Trustee of an Opinion of Tax Counsel or Opinions of
     Counsel and Tax Counsel that such action is not  prohibited by the Act, the
     laws of the  Commonwealth  or this Indenture and will not adversely  affect
     the exclusion of interest on the Bonds from gross income for federal income
     tax  purposes,  the Issuer may  designate a new method of setting the Daily
     Rate in the event any of the  above-described  methods  is  unavailable  or
     unrealistic in the market place.

          (2) Variable Rate. The  Remarketing  Agent will set a Variable Rate on
     the last Business Day before the  commencement of a period during which the
     Bonds bear  interest at a Variable Rate and each Tuesday  thereafter  while
     interest  on the  Bonds is to be  payable  at a  Variable  Rate or,  if any
     Tuesday is not a Business  Day, on the next  succeeding  Business Day. Each
     Variable  Rate will be the minimum rate  necessary  (as  determined  by the
     Remarketing  Agent) for the Remarketing Agent to sell the Bonds on the date
     the rate is set at their principal amount plus accrued interest.

                                       8

          If for any reason the  Remarketing  Agent does not set a Variable Rate
     or a court  holds  that any  rate  set is  invalid  or  unenforceable,  the
     Variable  Rate  for  that  period  will  be the  average  of  30-day  yield
     evaluations  at par of  securities  (whether or not actually  issued),  the
     interest on which is  excluded  from gross  income for  federal  income tax
     purposes,  of at least 20 component issuers selected by the Indexing Agent,
     including  issuers of commercial  paper,  project notes,  bond anticipation
     notes and tax anticipation notes,  computed by the Indexing Agent as of the
     day on which the Remarketing  Agent was to have set the Variable Rate. When
     the  Bonds  are  rated by a Rating  Agency  in  either  of its two  highest
     long-term  debt  rating  categories,  each  component  issuer must (i) have
     outstanding  securities  rated by a Rating  Agency in its  highest  note or
     commercial  paper  rating  category or (ii) not have  outstanding  notes or
     commercial paper rated by a Rating Agency but have  outstanding  securities
     rated by a Rating Agency in either of its two highest long-term debt rating
     categories.  If the  Bonds are rated by both  Rating  Agencies  in a rating
     category  that  is  lower  than  its  two  highest  long-term  debt  rating
     categories,  each  component  issuer must (x) have  outstanding  securities
     rated by one Rating Agency in its note or commercial  paper rating category
     correlative, in the Indexing Agent's judgment, to the long-term debt rating
     category  of the  Bonds or (y)  have  outstanding  securities  rated by one
     Rating Agency in the same long-term  debt rating  category as the Bonds are
     rated  by that  Rating  Agency  and  not  have  any  outstanding  notes  or
     commercial paper rated by such Rating Agency. The Indexing Agent may change
     the component  issuers from time to time in its discretion,  subject to the
     foregoing  requirements.  If the Bonds are not rated by a Rating  Agency or
     the  Indexing  Agent does not  compute  the average  mentioned  above,  the
     Remarketing  Agent will set the Variable  Rate at 55% of the interest  rate
     for 30-day taxable  commercial  paper (prime paper placed through  dealers)
     announced  by the Federal  Reserve Bank of New York on the day on which the
     Remarketing  Agent was to have set the Variable Rate.  Upon delivery to the
     Trustee of an Opinion of Tax Counsel or Opinions of Counsel and Tax Counsel
     that such action is not prohibited by the Act, the laws of the Commonwealth
     or this  Indenture and will not adversely  affect the exclusion of interest
     on the Bonds from gross income for federal income tax purposes,  the Issuer
     may designate a new method of setting the Variable Rate in the event any of
     the  above-described  methods is  unavailable  or unrealistic in the market
     place.

               (3) Commercial Paper Rate.

                    (i)  Determination  of Commercial Paper Rate. The Commercial
               Paper Rate for each Bond will be  determined  by the  Remarketing
               Agent on the first  Business  Day of each  Commercial  Paper Rate
               Period  applicable to such Bond. Each Commercial  Paper Rate will
               be the minimum rate necessary (as  determined by the  Remarketing
               Agent) for the  Remarketing  Agent to sell such Bond on such date
               at its principal amount plus accrued interest.

                                       9

                    If for any  reason  the  Remarketing  Agent  does  not set a
               Commercial  Paper Rate for any Bond for any Commercial Paper Rate
               Period  or a court  holds  that the rate set for such  Commercial
               Paper Rate  Period is invalid or  unenforceable,  the  Commercial
               Paper  Rate for such Bond for such  period  will be the  earliest
               30-day,   60-day  or  90-day  tax-exempt  commercial  paper  rate
               published  each  day by  Munifacts  Wire  System,  Inc.  (or  its
               replacement as provided in Section 2.2(a)(1)),  and representing,
               as of the date of  determination,  the average of 30-day (if such
               Commercial  Paper Rate  Period is from one to 30 days in length),
               60-day (if such  Commercial  Paper  Rate  Period is from 31 to 60
               days in length),  or 90-day (if such Commercial Paper Rate Period
               is from 61 to 180 days in  length),  as the  case  may be,  yield
               evaluations  at  par  of  securities  (whether  or  not  actually
               issued),  the interest on which is excluded from gross income for
               federal income tax purposes, of issuers of commercial paper rated
               by a  Rating  Agency  in  its  highest  commercial  paper  rating
               category.  If Munifacts  Wire System,  Inc. (or its  replacement)
               does not publish a 30-day, 60-day or 90-day tax-exempt commercial
               paper rate,  as the case may be, on the day on which a Commercial
               Paper Rate is to be set, the  Commercial  Paper Rate of such Bond
               for such period will be the applicable percentage of the interest
               rate (the "Commercial  Paper Base Rate") for 30-day,  60-day,  or
               90-day, as the case may be, taxable commercial paper (prime paper
               placed through dealers)  announced by the Federal Reserve Bank of
               New York on the first Business Day of such Commercial  Paper Rate
               Period as determined on the basis of the table set forth below.

                          Term of Next                 Applicable Percentage
                     Succeeding Commercial               Commercial Paper
                       Paper Rate Period                    Base Rate
                     ---------------------             ---------------------

                           1-30 days                            50%
                           31-60 days                           52%
                          61-180 days                           54%

                    Upon delivery to the Trustee of an Opinion of Tax Counsel or
               Opinions  of  Counsel  and Tax  Counsel  that such  action is not
               prohibited  by the  Act,  the  laws of the  Commonwealth  or this
               Indenture and will not adversely affect the exclusion of interest
               on the Bonds from gross income for federal  income tax  purposes,
               the Issuer may  designate a new method of setting the  Commercial
               Paper  Rate in the event any of the  above-described  methods  is
               unavailable or unrealistic in the market place.

                                       10

                    (ii)  Determination  of  Commercial  Paper  Rate  Periods by
               Remarketing  Agent.  Except  as  otherwise  provided  in the next
               paragraph,  while the Bonds bear  interest at a Commercial  Paper
               Rate, the length of each Commercial  Paper Rate Period (which may
               be from one to 180 days) for each Bond will be  determined on the
               first  Business Day of such  Commercial  Paper Rate Period by the
               Remarketing  Agent based upon the  Remarketing  Agent's  judgment
               that such  length  will be  beneficial  to the market for, or the
               relative  yield of, such Bond based upon the factors set forth in
               Section 2.2(b)(2).

                    (iii)  Determination  of  Commercial  Paper Rate  Periods by
               Company. While the Bonds bear interest at a Commercial Paper Rate
               as a  result  of the  Company's  direction  pursuant  to  Section
               2.2(b)(1), the Commercial Paper Rate Period for each Bond will be
               determined  on the first  Business Day of such  Commercial  Paper
               Rate Period by the Company  pursuant to Section  2.2(b)(1) unless
               the Company's  direction  requires the Remarketing  Agent to make
               such  determinations,  in which event the Remarketing  Agent will
               make such determinations as described in the preceding paragraph.
               The Company will give notice to the Remarketing Agent on the date
               of the  determination  of the length of any Commercial Paper Rate
               Period determined by the Company.

                    (iv) Limitations. Notwithstanding the foregoing:

                         (A) if a Letter of Credit is in effect,  no  Commercial
                    Paper Rate Period will be  established  unless the Letter of
                    Credit terminates no earlier than 15 days after the last day
                    of such Commercial Paper Rate Period;

                         (B)  if  the  Remarketing  Agent  or  the  Company  has
                    previously determined that the Bonds are to bear interest at
                    a rate other than the Commercial  Paper Rate effective as of
                    a future date, no new  Commercial  Paper Rate Period will be
                    established  unless  the last day of such  Commercial  Paper
                    Rate Period  occurs on or before the  effective  date of the
                    change to such other rate;

                         (C) no Commercial  Paper Rate Period may be established
                    after the  making  of a  determination  requiring  mandatory
                    redemption  of  all  Bonds  because  of a  determination  of
                    taxability; and

                         (D) if neither the Company  nor the  Remarketing  Agent
                    sets the length of a  Commercial  Paper Rate  Period for any
                    Bond when it is  required to do so, a new  Commercial  Paper
                    Rate  Period  lasting 30 days (or until the  earlier  stated
                    maturity of the Bonds) will follow.

                                       11

                         (v) Payment of Interest.  When the Bonds bear  interest
                    at a Commercial  Paper Rate,  interest  will accrue from and
                    including the first day of the applicable  Commercial  Paper
                    Rate Period to, but  excluding,  the last day of such period
                    and will be payable on the last day of such period.

                    (4) Fixed Rate. The Remarketing  Agent will set a Fixed Rate
               on a date (the  "Determination  Date")  no fewer  than 7 nor more
               than 15  Business  Days before the  beginning  of any period (the
               "Fixed  Rate  Period")  in which  interest  on the Bonds  will be
               payable at a Fixed Rate other than the Initial  Fixed Rate.  Each
               Fixed Rate will be the minimum rate  necessary (as  determined by
               the  Remarketing  Agent)  for the  Remarketing  Agent to sell the
               Bonds on the  Determination  Date at their principal  amount plus
               accrued interest.

                    If for any reason the Remarketing Agent does not set a Fixed
               Rate for a Fixed Rate  Period or a court  holds that the rate set
               for a Fixed Rate  Period is invalid or  unenforceable,  the Bonds
               will  bear  interest  at the Daily  Rate.  Upon  delivery  to the
               Trustee of an Opinion of Tax  Counsel or  Opinions of Counsel and
               Tax Counsel  that such action is not  prohibited  by the Act, the
               laws of the Commonwealth or this Indenture and will not adversely
               affect the  exclusion  of interest on the Bonds from gross income
               for federal  income tax purposes,  the Issuer may designate a new
               method  of  setting  the  Fixed  Rate  in  the  event  any of the
               above-described  methods is  unavailable  or  unrealistic  in the
               market place.

                    (5) Bank Rate.  On the  redemption  date of Bonds called for
               redemption  as described in the  paragraph  captioned  "Mandatory
               Redemption  at the  Direction  of the  Bank" in  Section 8 of the
               Bonds,  all Bonds called for such redemption  which are purchased
               by the Company in lieu of such redemption  will commence  bearing
               interest as described in this paragraph. If there are Bonds which
               have not been so called,  and such Bonds bear interest at a Daily
               Rate,  the Bank Rate will be the same rate as the Daily Rate.  If
               all bonds have been so called or if the Bonds which have not been
               called  bear  interest  at a rate  other than a Daily  Rate,  the
               Remarketing  Agent  will set a Bank  Rate  for such  Bonds on the
               redemption date and on every other day on which the Daily Rate is
               (or  would  have  been)  set,  which  will  be the  minimum  rate
               necessary  (as  determined  by the  Remarketing  Agent)  for  the
               Remarketing Agent to sell tax-exempt  securities  described below
               on the day the rate is set at their principal amount plus accrued
               interest.  Such  tax-exempt  securities  will be (i)  issued in a
               series with a single CUSIP number in a minimum aggregate original
               principal amount of $25,000,000; (ii) rated at least "AA" (or its
               equivalent)  by  either  Moody's  Investors  Services,   Inc.  or
               Standard & Poor's Corporation; (iii) issued by an issuer which is
               a state or the  District of  Columbia  or any of their  agencies,
               authorities or municipal subdivisions; (iv) bonds the interest on
               which is not  includable  as a preference  item in computing  the
               alternative  minimum tax under the Code;  and (v)  supported by a
               bank letter of credit.  If for any reason the  Remarketing  Agent
               does not set a Bank Rate or a court  holds a Bank  Rate  which is

                                       12

               set to be  invalid  or  unenforceable,  the Bank Rate will be the
               rate described in the second paragraph of Section 2.2(a)(1).  The
               Interest  Periods,  Interest  Payment  Dates and Record Dates for
               Bonds  bearing  interest  at the  Bank  Rate  will be the same as
               described in this  Indenture  for Bonds  bearing  interest at the
               Daily Rate.  The Bank Rate for any  non-Business  Day will be the
               rate for the last day on which a rate was set. If the  redemption
               date is a  non-Business  Day,  the  Bank  Rate  will be the  rate
               established on the first Business Day after such redemption date.

                    (b) Change in Interest Rate Determination Method.

                        (1) Change  Directed  by  th e Company.  The Company may
               change the method of  determining  the interest rate on the Bonds
               by notifying  the Issuer,  the  Trustee,  the Paying  Agent,  the
               Indexing Agent (if appropriate),  the Remarketing Agent and, if a
               Letter of Credit is in effect,  the Bank at least 20 days  before
               the  proposed  effective  date of such  change.  Such notice must
               contain (i) the effective  date of the change,  (ii) the proposed
               interest rate determination  method,  (iii) if the change is to a
               Short Term Rate, the first Monthly Rate Evaluation  Date, if any,
               upon which the  Remarketing  Agent is to make the  determinations
               required  pursuant to subsection (2) below, (iv) if the change is
               to a Commercial Paper Rate,  whether the length of the Commercial
               Paper Rate Periods will be set by the Company or the  Remarketing
               Agent,  and (v) if the change is to a Fixed Rate,  the end of the
               Fixed Rate  Period  (which  must be on the last day of any May or
               November  at least six  months  after the  effective  date).  The
               notice  must be  accompanied  by an  Opinion  of Tax  Counsel  or
               Opinions of Counsel and Tax  Counsel  stating  that the change is
               not prohibited by the Act, the laws of the  Commonwealth  or this
               Indenture and will not adversely affect the exclusion of interest
               on the Bonds from gross income for federal  income tax  purposes.
               If  the  Company's  notice  complies  with  this  paragraph,  the
               interest rate on the Bonds will be payable at the new rate on the
               effective  date  specified  in the notice  until there is another
               change as provided in this Section.

                    The  Company,   upon  delivering  the  opinions  of  counsel
               referred  to in the  preceding  paragraph,  may (i)  require  the
               Remarketing Agent to make the determinations on each Monthly Rate
               Evaluation  Date pursuant to subsection  (2) below or to cease to
               make such  determinations  for a specific or an indefinite period
               of time, (ii) while the Bonds bear interest at a Commercial Paper
               Rate,  require  the  Remarketing  Agent to set the length of each
               Commercial Paper Rate Period pursuant to Section 2.2(a)(3)(ii) or
               to cease to do so for a specific or an indefinite period of time,
               or (iii) override a determination  made by the Remarketing  Agent
               pursuant  to  subsection   (2)  below  provided  that  notice  of
               redemption pursuant to Section 2.2(c) has not yet been given.

                    If the Company  wishes to have one Fixed Rate Period  follow
               another,  it may do so by following  the same  procedure as for a
               change in the interest rate determination  method provided for in
               the foregoing paragraphs.

                                       13

                    If, 30 days before the end of the Initial  Fixed Rate Period
               or a Fixed Rate Period, the Company has not provided for the next
               interest rate period,  a new Fixed Rate Period lasting six months
               will  follow.  When one Fixed Rate Period  follows  another,  all
               provisions of this Indenture applying to a change in the interest
               rate  determination  method  will  apply,  except the  redemption
               described in the paragraph captioned "Mandatory Redemption Upon a
               Change in the  Method of  Determining  the  Interest  Rate on the
               Bonds" in Section 8 of the Bonds.

                    (2)  Change  Directed  by  the  Remarketing  Agent.   Unless
               directed  not to do so  pursuant  to  subsection  (1) above,  the
               Remarketing  Agent will consider on each Monthly Rate  Evaluation
               Date whether the method of  determining  the interest rate on the
               Bonds  should be changed to a  different  type of Short Term Rate
               because in the  Remarketing  Agent's  judgment,  conversion  to a
               different  Short Term Rate will be  beneficial to the market for,
               or the relative  yield of, the Bonds.  If a change is to be made,
               the Remarketing  Agent will promptly give the notices and take or
               cause to be taken the other actions, mutatis mutandis, that would
               be required  for the Company to change the method of  determining
               the interest rate pursuant to subsection (1) above.  For purposes
               of this  subsection (2), the  Remarketing  Agent's  determination
               that a  different  Short  Term  Rate will be  "beneficial  to the
               market for,  or relative  yield of, the Bonds" will be based upon
               (i) the  performance of the Bonds,  measured by market supply and
               demand  and  yield,  relative  to  other  securities  which  bear
               interest  at the  current  rate or the other  Short Term Rates or
               which,  in the judgment of the Remarketing  Agent,  are otherwise
               comparable  to the  Bonds,  or  (ii)  any  fact  or  circumstance
               relating  to the Bonds or  affecting  the market for the Bonds or
               affecting such other comparable  securities in a manner which, in
               the judgment of the Remarketing Agent, will affect the market for
               the  Bonds,  which in any event  leads the  Remarketing  Agent to
               conclude  that the Bonds  should bear  interest at the Short Term
               Rate specified in such notice.  As used in this  subsection  (2),
               "beneficial"  means beneficial to the Company and the Issuer. The
               Remarketing  Agent may use or not use any inputs and resources it
               deems appropriate,  which may but need not include  conversations
               with the Issuer or the Company,  and will make its decision based
               solely upon its judgment. On the effective date specified in such
               notice,  unless a  different  determination  has been made by the
               Remarketing Agent on an intervening  Monthly Rate Evaluation Date
               or by the Company  pursuant to  subsection  (1) above,  the Bonds
               will bear  interest  at the Short  Term  Rate  specified  in such
               notice.

                    The   Remarketing   Agent  will  not  have  any  obligation,
               responsibility  or liability of any kind to the Bondholders,  the
               Issuer, the Company, the Bank or to any other person with respect
               to any  determination  that  the  Bonds  will  or will  not  bear
               interest at the  current or any other Short Term Rate,  including
               but not limited  to, any  omission  by the  Remarketing  Agent to
               consider any facts or  circumstances  or any resources or inputs,
               it being the intent of this Indenture that the Remarketing  Agent
               may, in its unrestricted  judgment,  choose to consider no inputs
               or resources other than its own expertise.

                                       14

                    (3)  Limitations.  Any change in the  method of  determining
               interest  on the  Bonds  pursuant  to  either  subsection  (1) or
               subsection (2) above must comply with the following:

                         (i)  if  the  Initial  Fixed  Rate  is in  effect,  the
                    effective date of any change cannot be before the end of the
                    Initial Fixed Rate Period,

                         (ii) if a Fixed Rate is then in effect,  the  effective
                    date of any change  cannot be before the  earlier of (A) the
                    date the Bonds are redeemed  pursuant to the  provisions  of
                    the paragraph  captioned  "Optional  Redemption at a Premium
                    During  Initial  Fixed Rate Period and Fixed Rate Period" in
                    Section 8 of the  Bonds,  or (B) the end of the  Fixed  Rate
                    Period,

                         (iii) if a Commercial Paper Rate is then in effect, the
                    effective  date of any  change  must be the  last day of the
                    Commercial Paper Rate Period of all Bonds,

                         (iv)  the  effective  date of all  changes  must be the
                    first day of a month,

                         (v) if the change is to a Variable Rate and there is no
                    Indexing Agent, an Indexing Agent must be appointed and have
                    accepted such  appointment in a manner  satisfactory  to the
                    Trustee  before the giving of notice of redemption  pursuant
                    to subsection (c) below,

                         (vi) if the change is to a Short Term Rate and there is
                    no Remarketing  Agent and Paying Agent, a Remarketing  Agent
                    and Paying Agent must be appointed  and have  accepted  such
                    appointment in a manner  satisfactory  to the Trustee before
                    giving the notice of redemption  pursuant to subsection  (c)
                    below, and

                         (vii) after a determination is made requiring mandatory
                    redemption  of  all  Bonds  because  of a  determination  of
                    taxability,  no change in the method of determining interest
                    on the Bonds may be made.

                    (4) Change  Directed by the Bank.  The method of determining
               the interest  rate on all Bonds called for  redemption  under the
               paragraph captioned "Mandatory Redemption at the Direction of the
               Bank" in  Section  8 of the  Bonds  which  are  purchased  by the
               Company  in lieu of such  redemption  will be changed to the Bank
               Rate  automatically  on the redemption  date. Upon written notice
               from the Bank to the Paying Agent that the amount available to be
               drawn on the  Letter of Credit has been  reinstated  to an amount
               necessary to secure any such Bonds in accordance  with Article V,
               the method of determining the interest rate on such Bonds bearing

                                       15

               interest  at the Bank  Rate  will  thereafter  be the same as the
               method in effect for all other  Outstanding  Bonds (or the method
               used   before  the  Bank  Rate,   if  no  other  Bonds  are  then
               Outstanding),  unless the  Company or the  Remarketing  Agent has
               elected to change the interest rate determination method pursuant
               to Section 2.2(b)(1) or Section 2.2(b)(2), as the case may be.

     (c) Notice to Bondholders of Change in Interest Rate Determination  Method.
When a change in the  interest  rate  determination  method  is to be made,  the
Trustee will  prepare,  and the Paying  Agent will mail,  notice to the affected
Bondholders by first class mail at least 15 but not more than 60 days before the
effective  date of the change.  The notice will be accompanied by the Opinion of
Tax Counsel or Opinions of Counsel and Tax Counsel required by Section 2.2(b)(1)
and (b)(2) if the change is being made pursuant to such subsections.  The notice
will state:

                    (1) that the  interest  rate  determination  method  will be
               changed and what the new method will be,

                    (2) the effective date of the new method,

                    (3) a description of the new method and the maximum interest
               rate, that the Remarketing  Agent will provide each new rate (and
               Commercial  Paper Rate Period when  applicable)  upon request and
               describing how to make such request,

                    (4) the Interest  Payment  Dates and Record Dates in the new
               period,

                    (5) if there is a Letter of Credit  in  effect,  information
               relating  to it,  including a  statement  describing  the periods
               during which the Letter of Credit will  provide  coverage and the
               amount of such coverage,

                    (6) whether the bondholders  have a right to put their Bonds
               during the new period and, if they do, the procedures to follow,

                    (7) that a mandatory redemption will result on the effective
               date  of the  change  as  provided  in the  Bonds,  and  all  the
               information required by this Indenture to be included in a notice
               of redemption set forth in Section 3.4, and

                    (8) that the change will not be implemented if any necessary
               Opinion of Tax Counsel or Opinion of Counsel has been  rescinded.

                    In  addition,  if the change is to a Fixed Rate,  the notice
               will state:

                    (1) the end of the Fixed Rate Period,

                    (2) that the Paying Agent will provide a notice (prepared by
               Trustee) of the new Fixed Rate upon request and describing how to
               make such request,

                                       16

                    (3) if  applicable,  any ratings  assigned  the Bonds by the
               Rating  Agencies  effective  on the  change,  and, if a Letter of
               Credit is in effect,  that the Letter of Credit is  expiring  and
               that the existing  rating is being reduced or  withdrawn,  as the
               case may be,

                    (4) that during the Fixed Rate Period there will be no right
               to put the Bonds,

                    (5) the redemption provisions to which the Bonds are subject
               during the Fixed Rate Period, and

                    (6) that during the Fixed Rate Period Bonds may be issued in
               denominations of $5,000 or integral multiples of $5,000.

                    In addition,  if the change is to a  Commercial  Paper Rate,
               the notice will state:

                    (1) during the Commercial Paper Rate Period there will be no
               right to put the Bonds,

                    (2)  that on the  last  day of each  Commercial  Paper  Rate
               Period the Bonds will be redeemed unless purchased by the Company
               in lieu of redemption, and

                    (3) that no notice of any such  redemption  will be given to
               the Bondholder.

                    Notice of a change from a Bank Rate need not be given if all
               Bonds affected by the change are held by the Bank.

     (d)  Calculation  of Interest.  The Paying Agent will compute the amount of
interest payable on the Bonds from the rates supplied to the Paying Agent by the
person setting them. The person setting the rates and, if applicable, the length
of the  Commercial  Paper Rate  Periods,  will  notify the Paying  Agent and the
Company,  in writing or by telephone promptly confirmed in writing by 4:00 p.m.,
New York City time:

                    (1) on the  first  Business  Day  after  a  month  in  which
               interest  on the Bonds is payable at a Daily Rate or a Bank Rate,
               of the Daily Rate or the Bank Rate,  as the case may be, for each
               day in such month,

                    (2) at the request of the Paying Agent,  (A) on the date the
               Bank  gives  notice  of  redemption  pursuant  to  the  paragraph
               captioned "Mandatory  Redemption at the Direction of the Bank" in
               Section  8 of the  Bonds  and on  such  redemption  date,  of the
               interest  rate  for  each  day  of  the  interest  period  to and
               including  each such  date;  and (B) on the  effective  date of a
               change  from a Bank  Rate,  the  Bank  Rate  for  each day of the
               interest period to such effective date,

                                       17

                    (3) on the last Tuesday in each month (or if such Tuesday is
               not a Business Day, on the next Business Day) in which a Variable
               Rate was set in such month, of the Variable Rate for each week of
               such month for which a Variable Rate was set,

                    (4) on the first Business Day of each Commercial  Paper Rate
               Period, of the length thereof and the Commercial Paper Rate, and

                    (5) on the first Business Day after a Determination Date, of
               the Fixed Rate set on that Determination Date.

     Using the rates  supplied by this notice,  the Paying Agent will  calculate
the interest payable on the Bonds. The Remarketing  Agent or the Indexing Agent,
if the Indexing  Agent sets a rate,  will inform the Paying Agent,  the Trustee,
the Company  and, if a Letter of Credit is in effect,  the Bank  orally,  at the
oral request of any of them, of any interest rate set by the  Remarketing  Agent
or the Indexing Agent. The Paying Agent will confirm the effective interest rate
by telephone or in writing to any Bondholder who requests it in any manner.

     The  calculation  of  interest  payable  on the Bonds as  provided  in this
Indenture,  absent  manifest  error,  and the  setting  of the rate of  interest
payable on the Bonds as  provided  in this  Indenture,  will be  conclusive  and
binding on all parties.

     (e) Change in Rate Determination Method-Opinion of Counsel. Notwithstanding
any  provision of this Section 2.2, no change will be made in the interest  rate
determination  method pursuant to Section  2.2(b)(1) or (b)(2) if the Trustee or
the Paying Agent has received written notice before such change that any Opinion
of Tax Counsel or Opinions of Counsel  and Tax Counsel  required  under  Section
2.2(b)(1) and (b)(2) has been rescinded. If the Paying Agent has sent any notice
to the  Bondholders  regarding a change in rate under Section 2.2(c) then in the
event of such rescission of an opinion,  the Trustee will promptly prepare,  and
the  paying  Agent  will  promptly  mail,  notice  to all  Bondholders  of  such
rescission.

     Section 2.3 Book-Entry Provisions.

     (a) The Bonds will be issued in fully registered form and registered in the
name of Cede & Co., as nominee of the  Depository  Trust  Company  ("DTC"),  and
immobilized  in the custody of DTC. One fully  registered  Bond for the original
principal  amount of each maturity  will be registered to Cede & Co.  Beneficial
owners of the Bonds will not  receive  physical  delivery  of Bonds.  Individual
purchases  of  Bonds  may  be  made  in  book-entry   form  only  in  authorized
denominations. Payments of the principal of and premium, if any, and interest on
the Bonds will be made to DTC or its nominee as registered owner of the Bonds on
the applicable payment date.

     DTC is  responsible  for the  transfer of payments of the  principal of and
premium,  if any, and interest on the Bonds to the  participants  of DTC,  which
include  securities  brokers  and  dealers,  banks,  trust  companies,  clearing
corporations and certain other organizations (the  "Participants").  Transfer of
the payments of the principal of and premium,  if any, and interest on the Bonds
to beneficial owners of the Bonds is the  responsibility of the Participants and
other nominees of the beneficial owners.

                                       18

     Transfer  of  ownership  interest  in the Bonds will be made by DTC and its
Participants,  acting as  nominees  of the  beneficial  owners of the Bonds,  in
accordance with rules  specified by DTC and its  Participants.  The Issuer,  the
Trustee and the Paying Agent make no assurances  that DTC, its  Participants  or
other nominees of the beneficial owners of the Bonds will act in accordance with
those rules or on a timely basis.  For every transfer and exchange of beneficial
ownership  interest  in the Bonds,  the  beneficial  owner may be  charged  sums
sufficient  to cover  any  tax,  fee or other  governmental  charge  that may be
imposed in relation to it.

     THE ISSUER,  THE TRUSTEE,  THE PAYING  AGENT,  THE COMPANY,  THE  PARTNERS,
PITTSTON  TERMINAL  AND  THE  PARENT  COMPANY  DISCLAIM  ANY  RESPONSIBILITY  OR
OBLIGATION TO THE PARTICIPANTS OR THE BENEFICIAL  OWNERS WITH RESPECT TO (i) THE
ACCURACY OF ANY RECORDS  MAINTAINED BY DTC OR ANY PARTICIPANT;  (ii) THE PAYMENT
BY DTC OR ANY  PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL  OWNER IN RESPECT
OF THE  PRINCIPAL OF AND PREMIUM,  IF ANY, AND INTEREST ON THE BONDS;  (iii) THE
DELIVERY BY DTC OR ANY  PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL  OWNER WHICH
IS  REQUIRED  OR  PERMITTED  UNDER  THE TERMS OF THIS  INDENTURE  TO BE GIVEN TO
BONDHOLDERS;  (iv) THE SELECTION OF THE BENEFICIAL  OWNERS TO RECEIVE PAYMENT IN
THE EVENT OF ANY PARTIAL  REDEMPTION  OF THE BONDS;  OR (v) ANY CONSENT GIVEN OR
OTHER ACTION TAKEN BY DTC AS BONDHOLDER.

     So  long  as  Cede & Co.,  as  nominee  of  DTC,  is the  sole  Bondholder,
references in this  Indenture to the  Bondholders  means Cede & Co. and does not
mean the beneficial  owners of the Bonds. Any notice to or consent  requested of
Bondholders  under this  Indenture  will be given to or  requested of Cede & Co.
Notwithstanding  Section  2.9 of this  Indenture,  the  Bonds  may be  issued in
typewritten  form so long as Cede & Co.,  or its  successor,  is the  registered
owner of the Bonds, as nominee of DTC.

     (b) Replacement Bonds (the  "Replacement  Bonds") will be registered in the
name of and issued directly to beneficial owners of Bonds rather than to DTC, or
its nominee, but only if:

                    (1) DTC  determines  not to  continue  to act as  securities
               depository  for  the  Bonds  and  notifies  the  Issuer  of  such
               determination in writing; or

                    (2)  The  Trustee  or  the  Issuer  has  advised  DTC of the
               Trustee's  or Issuer's  determination  that DTC is  incapable  of
               discharging its duties or that it is in the best interests of the
               beneficial  owners of the Bonds not to  continue  the  book-entry
               system of transfer.

                                       19

     Upon  occurrence of the events  described in  subsections  (1) or (2) above
(and  the  Trustee  and  the  Issuer   undertake  no   obligation  to  make  any
investigation regarding the matters described in subsection (2)), the Issuer may
attempt to locate another qualified securities  depository.  If the Issuer fails
to locate  another  qualified  securities  depository to replace DTC, the Issuer
will execute and the Trustee will  authenticate  and deliver to the Participants
the  appropriate  Replacement  Bonds  (substantially  in the form  set  forth in
Exhibit  A  to  this  Indenture  with  appropriate  variations,  omissions,  and
insertions as are permitted by this  Indenture)  to which the  Participants  are
entitled for delivery to the beneficial owners of the Bonds. The Trustee and the
Issuer  are  entitled  to  rely  on  the  records  provided  by  DTC  as to  the
Participants   entitled  to  receive  Replacement  Bonds.  The  holders  of  the
Replacement Bonds will be entitled to the lien and benefits of this Indenture.

     Section  2.4  Execution  and  Authentication.  The Bonds  will be signed on
behalf of the Issuer with the manual or  facsimile  signature of its Chairman or
Vice  Chairman  and  attested  by  the  manual  or  facsimile  signature  of its
Secretary-Treasurer or Assistant Secretary-Treasurer, and the seal of the Issuer
will be impressed or  imprinted  on the Bonds by facsimile or  otherwise.  If an
officer of the Issuer  whose  signature is on a Bond no longer holds that office
at the time the Trustee  authenticates  the Bond, the Bond will  nevertheless be
valid. Also, if a person signing a Bond is the proper officer on the actual date
of  execution,  the Bond will be valid  even if that  person  is not the  proper
officer on the nominal date of action.

     A Bond will not be valid for any  purpose  under this  Indenture  until the
Trustee or the Paying Agent manually signs the certificate of  authentication on
the Bond.  Such  signature  will be  conclusive  evidence that the Bond has been
authenticated under this Indenture.

     The Trustee may appoint a Paying Agent, and may remove the Paying Agent and
appoint  any  other   authenticating   agent  acceptable  to  the  Company,   to
authenticate Bonds. An authenticating  agent may authenticate Bonds whenever the
Trustee may do so. Each  reference in this  Indenture to  authentication  by the
Trustee includes authentication by such authenticating agent.

     Section  2.5  Bond  Register.  Bonds  may be  presented  at  the  principal
corporate  trust  office of the  Paying  Agent for  registration,  transfer  and
exchange,  and Bonds may be presented  at that office for payment.  Bonds put by
their holders must be delivered as specified in the Bonds. The Paying Agent will
keep a register of Bonds and of their transfer and exchange.

     Section 2.6 Registration and Exchange of Bonds;  Persons Treated as Owners.
Bonds may be  transferred  only on the register  maintained by the Paying Agent.
Upon  surrender for transfer of any Bond to the Paying Agent,  duly endorsed for
transfer or  accompanied  by an  assignment  duly  executed by the holder or the
holder's attorney duly authorized in writing, the Paying Agent will authenticate
a new Bond or Bonds in an equal total  principal  amount and  registered  in the
name of the transferee.

                                       20

     Bonds may be  exchanged  for an equal  total  principal  amount of Bonds of
different  denominations.  The Paying Agent will  authenticate and deliver Bonds
that the Bondholder making the exchange is entitled to receive,  bearing numbers
not then outstanding.

     During the Initial Fixed Rate Period and any Fixed Rate Period,  the Paying
Agent will not be required  to  transfer or exchange  any Bond during the period
beginning  15 days before the mailing of notice  calling the Bond or any portion
of it for  redemption and ending on the redemption  date.  However,  after Bonds
have been called for redemption pursuant to the paragraph  captioned  "Mandatory
Redemption  Upon a Change in the Method of Determining  the Interest Rate on the
Bonds"  in  Section 8 of the  Bonds,  principal  amounts  of such  called  Bonds
totaling  $100,000  or more  may be  exchanged  for  Bonds in  denominations  of
$100,000  or  multiples  of $5,000 in excess of  $100,000  at any time up to the
redemption date.

     The registered holder of a Bond is its absolute owner for all purposes, and
payment of  principal,  interest or purchase  price will be made only to or upon
the written order of the holder or the holder's legal representative.

     The Paying Agent will require that any  Bondholder  requesting  exchange or
transfer pay any tax or other governmental charge required to be paid in respect
of the exchange or transfer but will not impose any other charge.

     Section 2.7 Mutilated, Lost, Stolen, Destroyed or Undelivered Bonds. If any
Bond is mutilated, lost, stolen or destroyed, the Paying Agent will authenticate
a new Bond of the same  denomination if any mutilated Bond is first  surrendered
to the Paying Agent, and if, in the case of any lost,  stolen or destroyed Bond,
there is furnished to the Issuer, the Paying Agent, the Company and, if a Letter
of Credit is in effect,  the Bank,  evidence of such loss, theft or destruction,
together  with an  indemnity,  satisfactory  to them.  If the Bond has  matured,
instead of issuing a duplicate  Bond,  the Paying  Agent may with the consent of
the Company pay the Bond without  requiring  surrender of the Bond and make such
requirements as the Paying Agent deems appropriate for its protection, including
a lost instrument bond. The Issuer,  the Company and the Paying Agent may charge
their reasonable fees and expenses in this connection.

     If a Bond is called for  redemption  and the Bond is  purchased  in lieu of
redemption  as provided in Article III and funds are  deposited  with the Paying
Agent  sufficient  for the purchase,  the Paying Agent,  upon the request of the
Company, will authenticate a new Bond in the same denomination registered as the
Company may direct and  deliver it to the  Company or its order,  whether or not
the Bond called for redemption is ever delivered,  but if the funds are obtained
by a drawing on a Letter of Credit,  the Paying  Agent must comply with  Section
3.8(a)(4). From and after the purchase date, interest on such Bond will cease to
be payable to its prior  holder,  such  holder  will cease to be entitled to the
benefits or  security of this  Indenture  and will have  recourse  solely to the
funds held by the Paying  Agent for the  purchase  of such Bond,  and the Paying
Agent will not register any further transfer of such Bond by such prior holder.

                                       21

     Section 2.8  Cancellation  of Bonds.  Whenever a Bond is  delivered  to the
Paying Agent for  cancellation (in accordance with the  reimbursement  agreement
pursuant to which a Letter of Credit was issued or upon  payment,  redemption or
otherwise), or for transfer,  exchange or replacement pursuant to Section 2.6 or
2.7, the Paying Agent will promptly  cancel the Bond and deliver such  cancelled
Bond to the  Trustee.  The  Trustee  will  deliver  such  cancelled  Bond to the
Company.

     Section 2.9 Temporary Bonds. Until definitive Bonds are ready for delivery,
the Issuer may execute and the Paying Agent will  authenticate  temporary  bonds
substantially in the form of the definitive Bonds, with appropriate  variations.
The Issuer will, without unreasonable delay, cause to be prepared and the Paying
Agent will  authenticate  definitive  Bonds in exchange for the temporary Bonds.
Such exchange will be made by the Paying Agent without charge.

     Section 2.10 Special  Notice by Paying Agent During  Commercial  Paper Rate
Period;  Schedule Attached. Upon each registration of transfer of a Bond bearing
interest at a Commercial  Paper Rate,  the Paying Agent will give written notice
to the transferee that (i) no notices of the length of any Commercial Paper Rate
Period or the Commercial Paper Rate borne by the Bond during such period will be
given to the owner of the Bond, but that such information may be obtained,  upon
request,  from the  Remarketing  Agent and  setting  forth the manner  that such
information  may be  obtained,  (ii) any Bond  bearing  interest at a Commercial
Paper Rate will be called for redemption on its Interest Payment Date, and (iii)
no additional notice of any such redemption will be given to the Bondholder.

     Upon each  registration  of  transfer  while the Bonds bear  interest  at a
Commercial  Paper Rate, or at any time the Paying Agent comes into possession of
a Bond  bearing  interest  at a  Commercial  Paper Rate,  the Paying  Agent will
attach,  to the  extent  not  already  attached,  and will make the  appropriate
insertions in, the Schedule attached to the form of Bond in Exhibit A.

                                  ARTICLE III
                        REDEMPTION, PURCHASES IN LIEU OF
                           REDEMPTION AND REMARKETING

     Section  3.1 Notices to  Trustee.  If the Company  wishes that any Bonds be
redeemed pursuant to any optional redemption provision in the Bonds, the Company
will notify the Trustee and the Paying Agent of the  applicable  provision,  the
redemption  date,  the  principal  amount  of Bonds  to be  redeemed  and  other
necessary particulars.  The Company will give the notice at least 20 days before
the  redemption  date. If a Letter of Credit is in effect and the Bank directs a
mandatory  redemption  of the  Bonds  in  part  under  the  paragraph  captioned
"Mandatory  Redemption  at the Direction of the Bank" in Section 8 of the Bonds,
the Bank will give notice to the  Company,  the Trustee and the Paying  Agent of
the principal amount of Bonds to be redeemed and other necessary  particulars on
a day which is at least eight Business Days before the redemption date.

     Section 3.2 Redemption  Dates.  The redemption date of Bonds to be redeemed
pursuant  to any  optional  redemption  provision  in the  Bonds  will be a date
permitted  by the Bonds and  specified  by the  Company in the notice  delivered
pursuant to the preceding Section. The redemption date for mandatory redemptions
will be as  specified in the Bonds to be redeemed or  determined  by the Trustee
consistently with the provisions of the Bonds.

                                       22

     Section 3.3  Selection of Bonds to be  Redeemed.  Except as provided in the
Bonds,  if fewer than all the Bonds are to be  redeemed,  the Paying  Agent will
select the Bonds to be redeemed first,  from any Bonds which have been purchased
pursuant to puts in accordance with Section 7 of the Bonds and which are held by
the Paying Agent in accordance with the Pledge Agreement; second, from any Bonds
not held by the Paying Agent in accordance  with the Pledge  Agreement,  in such
manner as the Paying Agent in its  discretion  determines,  and third,  from any
other Bonds held by the Paying Agent in  accordance  with the Pledge  Agreement.
The Paying Agent will make the selection  from Bonds not  previously  called for
redemption; provided that in selecting any Bonds called for redemption under the
paragraph  captioned  "Mandatory  Redemption  at the  Direction  of the Bank" in
Section 8 of the Bonds,  the Paying  Agent  will make the  selection  first from
Bonds then secured by the Letter of Credit; and, provided,  further,  during any
period  when Bonds are bearing  interest  at a Short Term Rate,  no Bond will be
selected by the Paying Agent for  redemption if after the redemption the portion
of the Bond which will remain outstanding will be less than $100,000. Provisions
of this  Indenture  that  apply to Bonds  called  for  redemption  also apply to
portions of Bonds called for redemption.

     Section 3.4 Notice of Redemption.  The Trustee will prepare, and the Paying
Agent will send,  notice of each redemption as provided in the Bonds. The Paying
Agent will at the same time send a copy of the notice to the Remarketing  Agent,
if any,  and,  if a Letter of Credit is in effect,  to the Bank.  No  redemption
notice will be given with respect to a redemption under the paragraph  captioned
"Mandatory Redemption on Each Interest Payment Date During Commercial Paper Rate
Period" in Section 8 of the Bonds.  The  notice  will  identify  the Bonds to be
redeemed and will state (i) the redemption  date (and, if the Bonds provide that
accrued  interest will not be paid on the  redemption  date, the date it will be
paid),  (ii) the  redemption  price,  (iii) that the Bonds called for redemption
must be surrendered to collect the redemption  price,  (iv) the address at which
the Bonds must be  surrendered,  and (v) that  interest on the Bonds  called for
redemption ceases to accrue on the redemption date.

     Failure to give any  required  notice of  redemption  as to any  particular
Bonds will not affect the  validity of the call for  redemption  of any Bonds in
respect of which no such failure has occurred.  Any notice mailed as provided in
the Bonds  will be  conclusively  presumed  to have been  given  whether  or not
actually received by any holder.

     If a Letter of Credit is in  effect,  the  Trustee  will  prepare,  and the
Paying Agent will send, a notice of  redemption  under the  paragraph  captioned
"Mandatory  Redemption  for Failure to Replace Letter of Credit" in Section 8 of
the Bonds if the Paying Agent,  as agent of the Trustee,  has not received a new
Letter of Credit satisfying the requirements of Article V by the 20th day before
the end of the last Interest  Period before the expiration or termination of the
Letter of Credit.

                                       23

     Section 3.5 Payment of Bonds Called for  Redemption.  Upon surrender to the
Paying Agent,  Bonds called for redemption  will be paid or purchased in lieu of
redemption as provided in this Article and in the Bonds at the redemption  price
stated in the notice,  plus  interest  accrued to the  redemption  date, or at a
purchase  price equal to principal  plus accrued  interest to the purchase date,
except that interest  payable on Bonds  bearing  interest at a Daily Rate or the
Bank Rate will be paid on the fifth Business Day following the redemption  date.
Bonds  called  for  redemption  and  purchased  pursuant  to a  put  before  the
redemption date will not be redeemed but will be dealt with as provided below in
this  Article.  If a Letter of Credit is in  effect,  Bonds  held by the Bank in
accordance  with the Pledge  Agreement  which are called for redemption  will be
deemed  paid upon  reimbursement  of the Bank for the  drawing  on the Letter of
Credit, and upon such payment,  the Bank will surrender such Bonds to the Paying
Agent for cancellation.

     Section 3.6 Bonds  Redeemed in Part.  Upon  surrender of a Bond redeemed or
purchased in lieu of redemption in part, the Paying Agent will  authenticate for
the holder a new Bond or Bonds equal in principal  amount to the  unredeemed  or
unpurchased portion of the Bond surrendered.

     Section  3.7  Purchase of Bonds in Lieu of  Redemption.  The Trustee or the
Paying Agent will purchase Bonds called for redemption pursuant to the paragraph
captioned "Mandatory  Redemption on Each Interest Payment Date During Commercial
Paper Rate  Period" in Section 8 of the Bonds  unless  otherwise  instructed  in
writing by the Company, or unless this Indenture otherwise requires that they be
redeemed and cancelled,  before the redemption date. If a Letter of Credit is in
effect,  the  Trustee  or the  Paying  Agent  will  purchase  Bonds  called  for
redemption  pursuant to the  paragraph  captioned  "Mandatory  Redemption at the
Direction  of the Bank" in Section 8 of the Bonds from the proceeds of a drawing
on the Letter of Credit,  unless this Indenture  otherwise requires that they be
redeemed and cancelled  before the  redemption  date.  When Bonds are called for
redemption  pursuant  to  the  paragraphs  captioned  "Mandatory  Redemption  at
Beginning  of Fixed Rate  Period,"  "Mandatory  Redemption  Upon a Change in the
Method of Determining the Interest Rate on the Bonds," "Optional Redemption at a
Premium  During  Initial Fixed Rate Period and Fixed Rate Period," or "Mandatory
Redemption  for Failure to Replace  Letter of Credit" in Section 8 of the Bonds,
and the Bonds  provide  that they will be redeemed or  purchased by the Company,
the Company may purchase  some or all the Bonds called for  redemption if it (or
the Remarketing Agent) gives a notice to the Trustee, the Paying Agent and, if a
Letter of Credit is in effect,  the Bank by the day before the  redemption  date
that it wishes to purchase the Bonds the principal  amount of which is specified
in the  notice  and,  when a Letter of Credit is not in  effect,  furnishes  the
Trustee or the Paying Agent  sufficient money in sufficient time for the Trustee
to make the  purchase on the  redemption  date.  The Trustee or the Paying Agent
will  purchase  the Bonds  pursuant to this  Section only as provided in Section
4.2.

     Section 3.8 Disposition of Purchased Bonds.

        (a) Bonds to be Remarketed. Bonds purchased pursuant to puts as provided
in the Bonds or in lieu of redemption as provided in Section 3.7 will be offered
for sale by the Remarketing Agent as provided in this Section except as follows:

                                       24

               (1) Bonds  purchased  pursuant to a put after  having been called
          for redemption  under a provision in the Bonds that does not permit or
          require the purchase in lieu of redemption will be cancelled.

               (2) Bonds called for redemption  under the  paragraphs  captioned
          "Mandatory  Redemption  Upon a Change in the Method of Determining the
          Interest  Rate on the Bonds" or "Mandatory  Redemption  for Failure to
          Replace  Letter of Credit"  in  Section 8 of the Bonds,  which are put
          between  the date  notice of  redemption  is given and the  redemption
          date, may be remarketed  before the redemption  date only if the buyer
          receives a copy of the redemption notice.

               (3) If a Letter of Credit is in effect,  Bonds  purchased in lieu
          of redemption under the paragraph captioned  "Mandatory  Redemption at
          the  Direction  of the Bank" in  Section  8 of the  Bonds  will not be
          remarketed,  but will be purchased with funds obtained by a drawing on
          the Letter of Credit,  and thereafter may be remarketed  only pursuant
          to subsection (4) below.

               (4) If a Letter of  Credit is in  effect,  Bonds  purchased  with
          funds  obtained  by a drawing  on the  Letter  of  Credit  will not be
          remarketed  until the  amount  available  to be drawn on the Letter of
          Credit has been  reinstated  by the amount of such  funds.  The Paying
          Agent will  register  such Bonds in the name of the Bank and will hold
          them in accordance with the Pledge Agreement.

               (5) Bonds will be offered for sale under this Section  during the
          continuance  of an Event of Default or an event which with the passage
          of time or the giving of notice or both may become an Event of Default
          only in the sole discretion of the Remarketing Agent.

               (6) Bonds  purchased by the Company with its own funds may not be
          remarketed  after 30 days  following the date of such purchase  unless
          there has been provided to the Issuer,  the Trustee,  the Paying Agent
          and the  Remarketing  Agent an Opinion  of Tax  Counsel  stating  that
          interest on the Bonds  continues to be excluded  from gross income for
          federal income tax purposes.

        (b) Remarketing Effort.  Except to the extent the  Company  directs  the
Remarketing  Agent not to do so, the  Remarketing  Agent will offer for sale and
use its best efforts to sell all Bonds to be sold as provided in subsection  (a)
above and, when directed by the Company, any Bonds held by the Company. Any sale
will be at the best obtainable  price.  If a Letter of Credit is in effect,  the
purchase  price may not be lower than the  principal  amount of the Bonds  being
sold plus accrued  interest less any amount  available to be drawn on the Letter
of Credit for remarketing  discount. If a Letter of Credit is not in effect, the
purchase  price may not be lower than the  principal  amount of the Bonds  being
sold plus accrued interest unless the Company consents orally or in writing to a
lower price.  The Company may direct the Remarketing  Agent from time to time to
cease and to resume  sales  efforts (if any) with  respect to some of or all the
Bonds,  and, if a Letter of Credit is in effect,  will notify the Bank if it has
so  directed  the  Remarketing  Agent.  The  Remarketing  Agent may,  but is not
obligated to, buy as principal  any Bonds to be offered under this Section.  The
Remarketing  Agent has no  obligation  to  purchase  any Bonds  except  from the
proceeds of a remarketing of such Bonds.

                                       25

        (c) Notices  in  Respect of  Puts. As early as practicable but not later
than 10:45 A.M.,  New York City time,  on each  Business Day on which the Paying
Agent  receives a notice  from a  Bondholder  as  required  by the Bonds for the
Bondholder to put Bonds, the Paying Agent will notify the Remarketing Agent, the
Company  and,  if a Letter of  Credit is in  effect,  the  Bank,  by  telephone,
promptly  confirmed in writing,  of the principal  amount of Bonds being put and
send copies of the Bondholder's notice to the Remarketing Agent, the Company and
the Bank. On each day that Bonds are delivered to the Paying Agent pursuant to a
put, the Paying Agent will notify the Remarketing  Agent,  the Company and, if a
Letter of Credit is in effect,  the Bank by  telephone,  promptly  confirmed  in
writing.

        (d) Delivery  of  Remarketed  Bonds. The Paying Agent or the Remarketing
Agent will  deliver  Bonds sold by the  Remarketing  Agent under this Section to
their purchasers against payment in immediately available funds.

                                   ARTICLE IV
                  APPLICATION OF PROCEEDS AND PAYMENT OF BONDS

     Section 4.1 Application of Proceeds. The Trustee is directed on the date of
the issuance of the Bonds to transfer  the  proceeds  from the sale of the Bonds
($43,160,000)  to the 1992 Trustee for use in the  redemption of the 1992 Bonds.
The  Trustee is further  directed to  transfer  any  proceeds in excess of those
required to redeem the 1992 Bonds to Pittston Terminal.

     Section 4.2 Payments of Bonds.

        (a) There  is  created by the Issuer and established  with the Trustee a
Bond Fund. The Trustee will deposit in the Bond Fund the proceeds of any draw on
a Letter  of  Credit,  any  payments  received  by the  Trustee  under  the Loan
Agreement,  and any other amounts received by the Trustee for the payment of the
principal or purchase  price of and premium,  if any, and interest on the Bonds.
Money in the Bond Fund will be applied as set forth in  subsections  (b) and (c)
below  to the  payment  when  due of the  principal  and  purchase  price of and
premium,  if any, and  interest on the Bonds.  Until  applied for such  purpose,
money in the Bond Fund will be held by the  Trustee in trust for the  benefit of
the Bondholders.

        (b) If a Letter of Credit is in effect, the Trustee or the Paying  Agent
will make  payments of the  principal  of and  premium,  if any, and interest on
Bonds,  except for Bonds  bearing  interest at the Bank Rate,  and the  purchase
price  of  Bonds  purchased  pursuant  to a put or by the  Company  in  lieu  of
redemption, first, from the proceeds of the sale of the Bonds under Section 3.8,
except  proceeds  from  Bonds  sold to the  Issuer,  the  Company  or any of its
Partners,  Pittston  Terminal or the Parent Company;  second,  from moneys drawn
under a Letter of  Credit;  third,  from  moneys  (i) paid by the  Company,  the
Partners,  Pittston Terminal or the Parent Company to the Trustee,  (ii) held in
an account or subaccount in the Bond Fund in which no other moneys are held, and

                                       26

(iii) which have so been on deposit  with the Trustee for at least one  calendar
year from their receipt by the Trustee during which period no Bankruptcy  Filing
has occurred  together with  investment  earnings on such moneys;  fourth,  from
proceeds from the issuance and sale of refunding bonds, if there is delivered to
the  Trustee  at the time of the  issuance  of such  bonds an opinion of counsel
experienced in bankruptcy matters to the effect that the use of such proceeds to
pay the  principal  of,  premium,  if any, or interest on the Bonds would not be
avoidable as  preferential  payments  under  Section 547 of the  Bankruptcy  Law
should the  Issuer,  the Company or any of the  Partners  become a debtor in any
proceeding  commenced under the Bankruptcy Law; and, last, from any other moneys
available to the Trustee.  However,  payment of principal,  premium, if any, and
interest  on (i)  Bonds  held  by the  Company,  any of the  Partners,  Pittston
Terminal,  the  Parent  Company or by the  Paying  Agent for the  account of the
Company,  any Partner,  Pittston Terminal or the Parent Company,  and (ii) Bonds
bearing  interest  at the Bank Rate,  will be paid only from the  first,  third,
fourth and last categories of moneys.  The proceeds of investments of any moneys
in any of these  categories  may be used to the  same  extent  as if the  moneys
invested could be used had they not been  invested.  Funds in each category will
be held in a separate  and  segregated  account in the Bond Fund and will not be
commingled with funds from the other categories or from any other source.

        (c) When  no  Letter  of  Credit  is  in  effect,  the Trustee will make
payments of principal of and premium,  if any, and interest on the Bonds and the
purchase  price of Bonds,  first,  from the  proceeds of the sale of Bonds under
Section 3.8,  and,  second,  from other moneys  available to the Trustee for the
purpose.  The proceeds of investments  of any moneys in any of these  categories
may be used to the same extent as if the moneys  invested could be used had they
not been invested.  All moneys referred to in clause first above will be held in
a separate and  segregated  account in the Bond Fund and will not be  commingled
with funds from the other  category or from any other source.  When no Letter of
Credit is in effect,  if the Trustee  does not have,  on the fifth  Business Day
before any payment with respect to the principal or purchase price of,  premium,
if any, or interest on the Bonds is to become due, sufficient funds available in
the Bond Fund to make such  payment,  the Trustee will give  telephonic  notice,
confirmed in writing, to the Company and the Parent Company of such deficiency.

        (d) The Trustee and the Paying Agent will provide the Remarketing  Agent
funds,  to the extent  available,  needed by the  Remarketing  Agent to purchase
Bonds pursuant to puts, and the Remarketing Agent will pay the purchase price of
Bonds  previously  delivered to it pursuant to puts. The Remarketing  Agent will
pay to the Paying  Agent  upon  receipt  the  proceeds  of sales of Bonds  under
Section 3.8 to the extent not needed by the Remarketing  Agent to purchase Bonds
pursuant to puts.

     Section 4.3 Investment of Moneys.

        (a) Except as otherwise provided in  this Indenture, any money  held  by
the Trustee or Paying Agent under this Indenture may be separately  invested and
reinvested by the Trustee or Paying Agent,  at the request of and as directed by
the Company,  in any of the  following  investments  which are at the time legal
investments  for public funds under the  Investment of Public Funds Act (Chapter
18, Title 2.1, Code of Virginia of 1950; as amended,  the "Investment  Act"), or
any subsequent provision of law applicable to such investments:

                                       27

               (1) Bonds, notes and other evidences of indebtedness to which the
          full faith and credit of the  Commonwealth  is pledged for the payment
          of principal and interest or which are  unconditionally  guaranteed as
          to the payment of principal and interest by the Commonwealth;

               (2) Government Obligations;

               (3) Government Certificates;

               (4)  Bonds,  notes and other  evidences  of  indebtedness  of any
          county,  city, town,  district,  authority or other public body of the
          Commonwealth  which are rated in one of the two  highest  debt  rating
          categories by at least one of the Rating  Agencies,  without regard to
          any refinement or gradation of rating  category by numerical  modifier
          or otherwise;

               (5) Savings  accounts,  time deposits and certificates of deposit
          in any bank,  including the Trustee and its affiliates,  provided that
          the funds are secured in the manner required by the Virginia  Security
          for Public Deposits Act or any successor legislation and no deposit is
          made for more than five years;

               (6)  Obligations  of the  Export-Import  Bank,  the Farmers  Home
          Administration, the General Services Administration, the United States
          Maritime  Administration,   the  Small  Business  Administration,  the
          Government  National Mortgage  Association,  the Department of Housing
          and  Urban  Development,   and  the  Federal  Housing  Administration,
          provided such  obligations  represent the full faith and credit of the
          United States;

               (7)  Bonds,  notes  or other  evidences  of  indebtedness  of the
          Federal National Mortgage Association,  the Federal Home Loan Mortgage
          Corporation,  the Federal  Home Loan Bank and the Federal  Farm Credit
          Bank;

               (8) Commercial paper issued by corporations,  including banks and
          bank holding companies,  organized under the laws of the United States
          or any of its  states  which is rated by  Moody's  Investors  Service,
          Inc., or its successor,  within its NCO/Moody's  rating of prime 1 and
          by Standard & Poor's,  Inc.,  or its  successor,  within its rating of
          A-1,  and which  matures  not more than 270 days after the date of its
          purchase;

               (9) Corporate notes with a rating of at least Aa by Moody's or AA
          by Standard & Poor's with a maturity of not more than five years;

               (10) Bankers'  acceptances,  as permitted by the Investment  Act,
          with banks rated in one of the two highest debt rating  categories  by
          at least one of the Rating Agencies,  without regard to any refinement
          or  gradation  of  the  rating  category  by  numerical   modifier  or
          otherwise; and

                                       28

               (11) Such other investments as may be permitted by the Investment
          Act provided the  investments are rated in one of the two highest debt
          rating  categories  by at least one of the  Rating  Agencies,  without
          regard to any  refinement  or  gradation  of the  rating  category  by
          numerical modifier or otherwise.

          (b) Any  investments described in  subsection (a) may  be purchased by
the Trustee or the Paying  Agent  pursuant to a  repurchase  agreement  with any
bank, savings  institution or trust company,  excluding the Trustee,  the Paying
Agent and their affiliates, which is rated "A" or better by both Rating Agencies
and which is insured by the Federal Deposit Insurance  Corporation,  or with any
broker-dealer  with retail customers which falls under the Securities  Investors
Protection Corporation protection.  Such repurchase agreement will be considered
a  purchase  of the  investments  even if  title  to  and/or  possession  of the
investments is not transferred to the Trustee or the Paying Agent so long as (i)
the repurchase obligation is collateralized by the investments themselves,  (ii)
the investments have a fair market value determined at least once every fourteen
days at least equal to the amount invested in the repurchase agreement,  and any
failure to maintain the fair market value of the  investments at such level will
require the Trustee or the Paying Agent to give notice to the other party to the
agreement  to correct the  deficiency  and if not  corrected  to  liquidate  the
collateral, (iii) the investments are held by the Trustee or the Paying Agent or
an agent acting for the Trustee or the Paying Agent,  (iv) the  investments  are
not  subject  to liens or  claims of third  parties,  (v) a  perfected  security
interest under the Uniform  Commercial Code of Virginia or book entry procedures
prescribed at 31 C.F.R. 306.1 et seq. or 31 C.F.R. 350.0 et seq., as amended, in
the  investments  is created  for the benefit of the  Bondholders,  and (vi) the
repurchase agreement is for a term of not longer than six months.

          (c) Investments in a money market fund or in the shares  of any  other
management type investment  company  registered under the Investment Company Act
of 1940, the investments of which fund or company are exclusively in obligations
or securities  described in subsections  (2), (3) or (6) of subsection (a), will
be considered investments in obligations described in such subsections.

          (d) Notwithstanding anything in this Indenture to the contrary, moneys
held by the Trustee or the Paying Agent which are proceeds of a drawing  under a
Letter of Credit  will (i) not be  invested  or (ii)  will be  invested  only in
Government Obligations or Government Certificates if the Trustee has received an
Opinion of Tax Counsel  that such  investment  will not impair the  exclusion of
interest on the Bonds from gross income for federal income tax purposes.

          (e) The Trustee or Paying Agent may make investments permitted by this
Article  through its own bond  department or the bond  department of any bank or
trust company under common control with the Trustee or Paying Agent. Investments
will be made so as to mature or be  subject to  redemption  at the option of the
holder  on or  before  the  date or dates  that  the  Trustee  or  Paying  Agent
anticipates that moneys from the investments will be required.  Investments will

                                       29

be  registered  in the name of the Trustee or Paying  Agent and held by or under
the control of the Trustee.  The Trustee or Paying Agent will sell and reduce to
cash a sufficient amount of investments whenever the cash held by the Trustee or
Paying  Agent  is  insufficient.  The  Issuer  agrees  for  the  benefit  of the
Bondholders  that moneys held by the Trustee or the Paying  Agent in  connection
with the Bonds, whether or not such moneys were derived from the proceeds of the
sale of the Bonds, will not be used in a manner which will cause the Bonds to be
classified  as  arbitrage  bonds  within the meaning of Section 148 of the Code.
Pursuant to such agreement, the Issuer will comply with the requirements of that
Section.

     Section 4.4 Moneys Held in Trust.  Subject to Section  4.1, all moneys held
by the Trustee or the Paying  Agent for any payment on the Bonds will be held in
trust for the benefit of the  Bondholders.  Money  received  by the  Remarketing
Agent or  Paying  Agent  from the sale of a Bond  under  Section  3.8 or for the
purchase of a Bond will be held  segregated  from other funds of the Remarketing
Agent or Paying Agent in trust for the benefit of the person from whom such Bond
was purchased and will not be invested.

                                   ARTICLE V
                  LETTER OF CREDIT AND PARENT COMPANY GUARANTY

     Section 5.1 Requirements for Letter of Credit.

        (a) Any Letter of Credit must be an irrevocable,  direct  pay  letter of
credit or other credit facility issued by a commercial bank,  insurance  company
or other entity providing for direct payments to or upon the order of the Paying
Agent, as agent for the Trustee, of amounts up to (i) the principal of the Bonds
when due, upon acceleration,  redemption,  purchase pursuant to a put or in lieu
of redemption or otherwise and (ii) 210 days' interest on the Bonds at a maximum
annual rate of 12%. The term of the Letter of Credit must begin on the first day
of a month and end 15 days after an Interest  Payment  Date that is at least one
year later.  The Letter of Credit will provide that,  when there is a drawing to
pay interest  (except for interest on a Bond the principal  portion of which has
been paid) the amount available to be drawn will  automatically be reinstated by
the amount of the  drawing.  The  Letter of Credit  must be  accompanied  by the
opinions  described in subsection  (c) below.  Notwithstanding  anything in this
Indenture to the contrary,  if the Initial Fixed Rate or a Fixed Rate will be in
effect during the term of the Letter of Credit,  (i) the Company may not furnish
a Letter of Credit with a stated  expiration date earlier than 15 days after the
first  date on which  the  Bonds  may be  optionally  redeemed  pursuant  to the
paragraph captioned "Optional  Redemption at a Premium During Initial Fixed Rate
Period and Fixed  Rate  Period"  in  Section 8 of the  Bonds,  (ii) any  maximum
interest  rate in respect of which  draws for  interest  may be made will not be
less than the Initial  Fixed Rate or the Fixed Rate,  as  applicable,  (iii) the
Letter  of  Credit  must  permit  the  Paying  Agent to draw  under it an amount
sufficient  to pay any  premium  which  would  be due on the  Bonds  upon  their
optional  redemption  on the Interest  Payment Date  immediately  preceding  the
expiration  date of the Letter of Credit,  and (iv) the Letter of Credit must be
accompanied  by an irrevocable  instruction  from the Company to the Trustee and
the Paying Agent to optionally  redeem or purchase in lieu of redemption  all of
the Bonds on the Interest Payment Date immediately preceding the expiration date
of the Letter of Credit if the Company does not replace the  expiring  Letter of
Credit with another Letter of Credit.

                                       30

        Alternate  Letter of Credit.  Any Letter of Credit may be replaced  with
an irrevocable, direct pay letter of credit or other credit facility issued by a
commercial  bank,  insurance  company or other entity with terms in all respects
material to the Bondholders  the same (except for the term and maximum  interest
rate set  forth in such  Letter of  Credit)  as in the  Letter  of Credit  being
replaced.  Notwithstanding  anything in this  Indenture to the contrary,  if the
Initial  Fixed  Rate or a Fixed  Rate will be in effect  during  the term of the
Letter of Credit, (i) the Company may not furnish a replacement Letter of Credit
with a stated  expiration  date earlier than the stated  expiration  date in the
Letter of Credit then in effect and (ii) any maximum interest rate in respect of
which draws for interest  may be made will not be less than such Fixed Rate.  If
the replacement  Letter of Credit is from an issuer other than the issuer of the
existing  Letter of Credit and is replacing the existing Letter of Credit before
the end of its term,  the Company must  furnish the Trustee,  before the term of
the  replacement  Letter of Credit  begins,  written  evidence  from each Rating
Agency  having a rating  in effect  for the Bonds  that the  Rating  Agency  has
reviewed the proposed  replacement  Letter of Credit and that its replacement of
the  existing  Letter of Credit  will not by itself  result in a  withdrawal  or
reduction of the Rating Agency's current rating for the Bonds.

     If a Fixed Rate will be in effect  during the term of the Letter of Credit,
the  Company  may  provide a Letter of Credit (a  "Gross-Up  Letter of  Credit")
meeting all of the requirements  described in the preceding  paragraph and which
is in an amount equal to the  aggregate of all payments of  principal,  interest
and premium, if any, payable on the Bonds during the Fixed Rate Period.

     The Company will promptly  notify the Trustee of its intention to deliver a
replacement  Letter of Credit.  Upon receipt of such notice,  if the replacement
Letter of Credit is issued by an issuer  other than the  issuer of the  existing
Letter of Credit,  the Trustee will promptly prepare,  and the Paying Agent will
promptly mail, a notice of the anticipated delivery of the replacement Letter of
Credit  by first  class  mail to the  Issuer,  the  Remarketing  Agent  and each
Bondholder at the holder's registered address.

        (b) Opinions of Counsel.  Any Letter of Credit  delivered  to the Paying
Agent,  as agent of the Trustee,  must be  accompanied  by (i) an Opinion of Tax
Counsel or  Opinions of Counsel and Tax  Counsel  stating  that  delivery of the
Letter of Credit is authorized  under this Indenture and complies with its terms
and will not adversely  affect the exclusion of interest on the Bonds from gross
income for federal  income tax  purposes,  and (ii) an Opinion of Counsel to the
issuer or provider of such Letter of Credit  stating  that such Letter of Credit
is a legal, valid, binding and enforceable obligation of such issuer or provider
in accordance with its terms, subject to customary qualifications.

     Section 5.2 Pledge of Certain Payments.  At any time the Company may pledge
all or a specified portion of the payments under the Throughput Agreement to pay
the principal of and interest and premium, if any, on the Bonds.

                                       31

     Section 5.3 Draws. If a Letter of Credit is in effect,  whenever any amount
is payable on the Bonds or for their  purchase as provided in this  Indenture or
the Bonds, the Paying Agent, as agent of the Trustee, will draw on the Letter of
Credit, to the extent necessary,  to make such timely payment in accordance with
this  Indenture  and the Bonds.  In drawing on the Letter of Credit,  the Paying
Agent,  as agent of the Trustee,  will be acting on behalf of the Bondholders by
facilitating  payment  of their  Bonds and not on  behalf  of the  Issuer or the
Company and will not be subject to the control of either.

     If a Letter of Credit is in effect,  upon  receipt of notice  from the Bank
pursuant to the paragraph  captioned  "Mandatory  Redemption at the Direction of
the  Bank"  in  Section  8 of the  Bonds,  the  Paying  Agent  will  as  soon as
practicably  possible  draw on the  Letter of  Credit in an amount  equal to the
principal  amount of the Bonds to be purchased,  accrued interest on such Bonds,
plus  interest at the maximum  rate  permitted  by the Letter of Credit from the
date of the drawing to the redemption  date. On the redemption  date, the Paying
Agent will  return to the Bank the amount  drawn to pay  interest  on such Bonds
which is in excess of the  amount  that has been  used to pay  interest  on such
Bonds.

     If a Letter of Credit is in effect, upon receiving notice of a put, or upon
the date Bonds are to be  purchased  by the Company in lieu of  redemption,  the
Paying  Agent  will,  not later than 10:30  A.M.,  New York City time,  commence
procedures  to draw on the  Letter  of  Credit  on the date  fixed  for any such
purchase.  In either  case,  if, by 11:45 A.M.,  New York City time,  the Paying
Agent has not  received  remarketing  proceeds  from the sale of the Bonds which
have been remarketed or notice from the  Remarketing  Agent that the Remarketing
Agent has received remarketing proceeds,  the Paying Agent will immediately draw
on the  Letter of Credit to the end that  immediately  available  funds  will be
provided on such date from such draw to pay the purchase price.

     Section 5.4 Parent Company Guaranty. At the time of the initial issuance of
the Bonds,  the Parent  Company will  deliver to the Trustee the Parent  Company
Guaranty.

                                   ARTICLE VI
                                    COVENANTS

     Section 6.1 Payment of Bonds. The Issuer will promptly pay the principal of
and interest on the Bonds on the dates and in the manner  provided in the Bonds,
but only from the  amounts  assigned  to and held by the  Trustee  or the Paying
Agent under this Indenture.

     Section 6.2 Further  Assurances.  The Issuer will  execute and deliver such
supplemental indentures and such further instruments,  and do such further acts,
as the Trustee may  reasonably  require for the better  assuring,  assigning and
confirming  to the Trustee the amounts  assigned  under this  Indenture  for the
payment of the Bonds.

                                       32

                                  ARTICLE VII
                             DISCHARGE OF INDENTURE

     Section 7.1 Bonds Deemed Paid;  Discharge  of  Indenture.  Any Bond will be
deemed paid for all purposes of this Indenture when (i) payment of the principal
of and  interest  on the Bond to the due  date of such  principal  and  interest
(whether  at  maturity,  upon  redemption  or  otherwise)  or the payment of the
purchase  price  either  (1) has been made in  accordance  with the terms of the
Bonds or (2) has been  provided  for by  depositing  with the Trustee (A) moneys
sufficient  to make such payment  (provided  that while a Letter of Credit is in
effect, such moneys will be from the first,  second, third and fourth categories
of moneys as described in Section  4.2(b)) and/or (B) Government  Obligations or
Government  Certificates  (provided  that while a Letter of Credit is in effect,
such Government Obligations or Government  Certificates will have been purchased
with moneys described in the parenthetical provisions of clause (A) or will have
been on deposit  with the  Trustee in a separate  and  segregated  account for a
period of one  calendar  year from their  receipt by the  Trustee  during  which
period a  Bankruptcy  Filing has not  occurred)  maturing  as to  principal  and
interest in such  amounts and at such times as will insure the  availability  of
sufficient  moneys to make such payment,  and (ii) all compensation and expenses
of the Trustee  pertaining to each Bond in respect of which such deposit is made
have been paid or provided  for to the  Trustee's  satisfaction.  When a Bond is
deemed paid it will no longer be secured by or entitled to the  benefits of this
Indenture  or the Parent  Company  Guaranty or be an  obligation  of the Issuer,
except  for  payment  from  moneys,   Government   Obligations   or   Government
Certificates under (i)(2) above and except that it may be put if and as provided
in the Bonds and it may be transferred,  exchanged, registered,  discharged from
registration or replaced as provided in Article II.

     Notwithstanding  the  foregoing,  upon the  deposit of funds  under  clause
(i)(2) of the first paragraph of this Section,  payment of the purchase price of
put Bonds will be made from the sale of Bonds under  Section  3.8  (except  from
proceeds from Bonds sold to the Issuer,  Pittston Terminal,  the Parent Company,
the Company or any of its Partners) or, if a Letter of Credit is in effect, from
moneys drawn under the Letter of Credit.  If payment of such  purchase  price is
not made from the above  sources,  payment  will be made from  funds on  deposit
pursuant to this Section,  in which case such Bonds will be  surrendered  to the
Trustee and cancelled.

     Notwithstanding the foregoing,  no deposit under clause (i)(2) of the first
paragraph  of this  Section  will be  deemed a payment  of a Bond  until (x) the
Company has  furnished  the Trustee an Opinion of Tax Counsel  stating  that the
deposit of such cash, Government Obligations or Government Certificates will not
cause the Bonds to become  "arbitrage  bonds" under  Section 148 of the Code and
(y) notice of redemption of the Bond is given in accordance with Article III and
the Bond, or, if the Bond is not to be redeemed or paid within the next 60 days,
until the Company has given the Trustee,  in form  satisfactory  to the Trustee,
irrevocable  instructions (A) to notify,  as soon as practicable,  the holder of
the Bond,  in accordance  with Article III, that the deposit  required by clause
(i)(2) of the first paragraph of this section has been made with the Trustee and
that the Bond is deemed to be paid under this  Article and stating the  maturity
or redemption  date upon which moneys are to be available for the payment of the
principal of the Bond,  and, (B) if the Bond is to be redeemed rather than paid,
to give notice of the redemption in accordance with Article III and the Bonds.

                                       33

     When all outstanding  Bonds are deemed paid under the foregoing  provisions
of this Section,  the Trustee will upon request acknowledge the discharge of the
lien of this Indenture,  provided, however that the obligations relating to puts
as  provided  in the Bonds and  obligations  under  Article II in respect of the
transfer, exchange, registration, discharge from registration and replacement of
Bonds will survive the discharge of the lien of the Indenture.

     No deposit  will be made or  accepted  and no use made of any such  deposit
which  would  cause any Bonds to be  treated  as  "arbitrage  bonds"  within the
meaning of Section 148 of the Code.

     Section 7.2  Application  of Trust  Money.  The Trustee  will hold in trust
cash,  Government  Obligations  or  Government  Certificates  deposited  with it
pursuant to the  preceding  Section and will apply the  deposited  money and the
money from the Government Obligations and Government  Certificates in accordance
with this  Indenture only to the payment of principal of,  premium,  if any, and
interest on the Bonds and to the payment of the  purchase  price of Bonds put by
holders.

     Section 7.3 Repayment to Bank and Company. The Trustee will promptly pay to
the Company upon request any excess money or  securities  held by the Trustee at
any time under  this  Article  and any money  held by the  Trustee or the Paying
Agent under any  provision  of this  Indenture  for the payment of  principal or
interest or for the  purchase  of Bonds that  remains  unclaimed  for two years;
provided  that if a Letter of Credit is in effect and the Bank  gives  notice to
the Company and the Trustee that any Partner, Pittston Coal Terminal Corporation
or the Parent Company owes money to the Bank in connection with the transactions
contemplated by this Indenture and the Letter of Credit, the Trustee will pay to
the Bank such entity's Company Share (as defined in the Throughput Agreement and
calculated as of the date such money or securities  were  deposited  pursuant to
this  Article,  and as specified by the Bank in its notice) of the money held by
the Trustee, and the remainder will be paid to the Company.

                                  ARTICLE VIII
                              DEFAULTS AND REMEDIES

     Section  8.1  Events  of  Default.  An  "Event  of  Default"  is any of the
following:

        (a) (i)  There  is a default in the payment  when due of interest on any
Bond (except a Bond bearing interest at the Bank Rate).

        (b) There  is  a  default in  the  payment of the  principal of any Bond
(except a Bond bearing  interest at the Bank Rate) when due, at  maturity,  upon
acceleration or redemption or otherwise.

                                       34

        (c) There is  a default in the payment of the purchase price of any Bond
put by its holder  pursuant to the terms of the Bond and the  default  continues
for five days after the Company  receives notice of the default from the Trustee
or the Remarketing Agent.

        (d) If  when  no  Letter  of  Credit is in effect,  the Issuer  fails to
perform any of its  agreements in this  Indenture or the Bonds (except a failure
that results in an Event of Default  under  subsections  (a), (b) or (c) above),
the  performance  of which  is  material  to the  Bondholders,  and the  failure
continues after the notice and for the period specified in this Section.

        (e) If  when  no  Letter  of  Credit is in effect,  the Company fails to
perform  any of its  agreements  in the Loan  Agreement  (except a failure  that
results in an Event of Default under subsections (a), (b) or (c) of this Section
or a failure under Section 6.3 or Section 6.4 of the Loan Agreement, relating to
the  impairment  of the exclusion of interest on the Bonds from gross income for
federal income tax purposes), and the failure continues after the notice and for
the period specified in this Section, provided that such a failure (other than a
failure to perform an agreement in Section 6.1 of the Loan  Agreement,  relating
to maintenance of the Company's existence) is not an Event of Default if it is a
result of any cause or event not reasonably within the Company's control.

        (f) If when neither a Letter of Credit nor the Parent  Company  Guaranty
is in effect,  the Company  pursuant to or within the meaning of any  Bankruptcy
Law (i) commences a voluntary  case,  (ii) consents to the entry of an order for
relief against it in an involuntary case, (iii) consents to the appointment of a
Custodian for the Company or any substantial part of its property, or (iv) makes
a general assignment for the benefit of its creditors.

        (g) If when neither a Letter of Credit nor the Parent  Company  Guaranty
is in effect, a court of competent  jurisdiction enters an order or decree under
any  Bankruptcy Law that (i) is for relief against the Company in an involuntary
case, (ii) appoints a Custodian for the Company or any  substantial  part of its
property,  or (iii) orders the winding up or liquidation of the Company, and the
decree or order remains unstayed and in effect for 60 days.

        (h) If when a Letter of Credit is in effect, the Trustee receives notice
from the Bank that (i) an "Event of Default" has occurred and is  continuing  as
defined in the  reimbursement  agreement  pursuant to which the Letter of Credit
was issued and (ii) the notice is given  pursuant to this Section  8.1(h) of the
Indenture.

        (i) If the Parent Company Guaranty  is in  effect,  the  occurrence  and
continuation of an "Event of Default" under the Parent Company Guaranty.

          A default under subsections (d), (e) or (i) of this Section (except an
     Event of Default under  subsection  (i) arising as a result of an "Event of
     Default" under Section 8(d) or 8(e) of the Parent Company  Guaranty) is not
     an Event of Default  until the  Trustee  or the  holders of at least 25% in
     principal amount of the Bonds then outstanding give the Issuer, the Company
     and the Parent Company a notice  specifying the default,  demanding that it
     be remedied and stating  that the notice is a "Notice of Default,"  and the

                                       35

     Issuer or the Company (if the default is under subsection (d)), the Company
     (if the default is under  subsection  (e)),  or the Parent  Company (if the
     default is under  subsection  (i)) does not cure the default within 60 days
     after  receipt of the notice,  or within  such  longer  period to which the
     Trustee  agrees.  The Trustee  will not  unreasonably  refuse to agree to a
     longer  period if the default  cannot  reasonably  be cured  within 60 days
     after  receipt  of the  notice and the  Issuer,  the  Company or the Parent
     Company has begun within 60 days and continued  diligent efforts to correct
     the default.  The Issuer  authorizes  the Company or the Parent  Company to
     perform,  in the name and on behalf of the  Issuer  and for the  purpose of
     preventing  the  occurrence  of an Event of Default,  any  agreement of the
     Issuer in this Indenture or the Bonds.

     Section 8.2  Acceleration.  If an Event of Default under  subsection (h) of
Section 8.1 occurs and is continuing,  the principal and accrued interest to the
date of  acceleration on the Bonds will become due and payable  immediately.  If
any other Event of Default  occurs and is  continuing,  the Trustee by notice to
the Issuer and the Company,  or the holders of at least 25% in principal  amount
of the Bonds then  outstanding  by notice to the  Issuer,  the  Company  and the
Trustee,  (except for an Event of Default under subsection (f) or (g) of Section
8.1,  for which a  declaration  can be made  without any notice) may declare the
principal  of  and  accrued  interest  on  the  Bonds  to  be  due  and  payable
immediately.  If a Letter of Credit is in effect and the Event of Default is not
under  subsection  (h) of Section  8.1 and is not the result of a failure by the
Bank to honor a draw on the Letter of Credit and if the  Trustee  believes  that
failure to draw  immediately  on the Letter of Credit is not likely to prejudice
the Bondholders'  interest, the Trustee will not declare the Bonds to be due and
payable  without  first  obtaining  the  Bank's  consent.  Upon  the  date  that
acceleration  is declared,  the  principal of and accrued  interest on the Bonds
will be due and  payable  immediately,  and, if a Letter of Credit is in effect,
the Paying Agent, as agent of the Trustee,  will draw on the Letter of Credit on
such  date to pay the  principal  of and  accrued  interest  on the  Bonds.  All
interest on the Bonds will cease to accrue as of the date of such  acceleration.
The Trustee will  immediately  prepare,  and the Paying  Agent will  immediately
mail,  notice of acceleration to the Bondholders.  The Trustee may, and upon the
request  of  holders  of a  majority  in  principal  amount  of the  Bonds  then
outstanding  will,  rescind an acceleration and its consequences if all existing
Events of  Default  have  been  cured or  waived,  if the  rescission  would not
conflict  with any  judgment or decree,  if all payments due the Trustee and any
predecessor  Trustee under Section 9.6 have been made,  and if, when a Letter of
Credit is in effect, the Bank consents and the Letter of Credit is reinstated up
to the full amount available under it immediately before such Event of Default.

     Section 8.3 Remedies  During Certain Fixed Rate Periods and Other Remedies.
If an Event of Default  occurs and is  continuing  at any time,  the Trustee may
pursue any  available  remedy by  proceeding  at law or in equity to collect the
principal  of or  interest  on the Bonds or to enforce  the  performance  of any
provision of the Bonds, this Indenture,  the Loan Agreement,  the Parent Company
Guaranty or any Letter of Credit.

     The Trustee may  maintain a  proceeding  even if it does not possess any of
the Bonds or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Bondholder in exercising any right or remedy accruing upon
an Event of Default  will not impair the right or remedy or  constitute a waiver
of or acquiescence in the Event of Default.  No remedy is exclusive of any other
remedy. All available remedies are cumulative.

                                       36

     Notwithstanding  anything in this Indenture to the contrary, if there is in
effect a Gross-Up Letter of Credit and if any Event of Default under subsections
(a), (b), (c) or (h) of Section 8.1 occurs and is  continuing,  the Trustee will
draw on the Gross-Up Letter of Credit in an amount equal to the sum of the total
principal amount of the Bonds and all interest to accrue on them to the last day
of the Fixed Rate  Period.  The Trustee will hold such amount for the benefit of
the  Bondholders  and will make principal and interest  payments on the Bonds as
they become due.  Such funds will be invested as permitted in the Opinion of Tax
Counsel delivered with the Gross-Up Letter of Credit.

     Section 8.4 Waiver of Past Defaults. The holders of a majority in principal
amount  of the  Bonds  then  outstanding  together,  if a Letter of Credit is in
effect,  with the Bank by notice to the Trustee  may waive an existing  Event of
Default and its  consequences if the Letter of Credit,  if any, is reinstated up
to the full amount available under it immediately  before such Event of Default.
When an Event of  Default is waived,  it is cured and stops  continuing,  but no
such waiver will  extend to any  subsequent  or other Event of Default or impair
any right consequent to it.

     Section 8.5  Control by  Majority.  The holders of a majority in  principal
amount of the Bonds then  outstanding  may direct the time,  method and place of
conducting  any  proceeding  for  any  remedy  available  to the  Trustee  or of
exercising any trust or power conferred on it.  However,  the Trustee may refuse
to follow any direction that conflicts with law or this Indenture or, subject to
Section 9.1, that the Trustee  determines is unduly prejudicial to the rights of
other Bondholders, or would involve the Trustee in personal liability.

     Section 8.6  Limitation  on Suits.  A Bondholder  may not pursue any remedy
with  respect to this  Indenture  or the Bonds  unless (i) the holder  gives the
Trustee notice stating that an Event of Default is continuing,  (ii) the holders
of at least 25% in principal amount of the Bonds then outstanding make a written
request to the Trustee to pursue the remedy,  (iii) such holder or holders offer
to the Trustee indemnity satisfactory to the Trustee against any loss, liability
or expense, and (iv) the Trustee does not comply with the request within 60 days
after receipt of the request and the offer of indemnity.

     A Bondholder  may not use this Indenture to prejudice the rights of another
Bondholder or to obtain a preference or priority over the other Bondholders.

     Section 8.7 Rights of Holders to Receive Payment. Notwithstanding any other
provision  of this  Indenture,  the right of any  holder to  receive  payment of
principal of and interest on a Bond, on or after the due dates  expressed in the
Bond,  or the purchase  price of a Bond on or after the date for its purchase as
provided in the Bond, or to bring suit for the  enforcement  of any such payment
on or after such dates,  will not be impaired or affected without the consent of
the holder.

                                       37

     Section  8.8  Collection  Suit by  Trustee.  If an Event of  Default  under
subsections (a), (b) or (c) of Section 8.1 occurs and is continuing, the Trustee
may recover  judgment in its own name and as trustee of an express trust against
the  Company  or, if a Letter of  Credit  is in  effect,  the Bank for the whole
amount remaining unpaid.

     Section 8.9  Trustee  May File  Proofs of Claim.  The Trustee may file such
proofs of claim and other  papers or  documents as may be necessary or advisable
in order to have the claims of the  Trustee and the  Bondholders  allowed in any
judicial  proceedings  relative  to the  Company or, if a Letter of Credit is in
effect,  the Bank,  their creditors or their property and, unless  prohibited by
law or applicable regulations, may vote on behalf of the holders in any election
of a trustee in bankruptcy or other person performing similar functions.

     Section 8.10 Priorities. If the Trustee collects any money pursuant to this
Article, it will pay out the money in the following order:

             FIRST: To the Trustee for  amounts  to which it is  entitled  under
     Section  9.6, but the Trustee may not pay itself for such amount from money
     drawn under a Letter of Credit.

             SECOND: To Bondholders for  amounts due and unpaid on the Bonds for
     principal  and  interest,  ratably,  without  preference or priority of any
     kind,  according to the amounts due and payable on the Bonds for  principal
     and interest, respectively.

             THIRD: To  the  Company  or, if a Letter of Credit is in effect, to
     the Bank as described in Section 7.3.

     The Trustee may fix a payment date for any payment to the Bondholders.

     Section 8.11  Undertaking for Costs. In any suit for the enforcement of any
right or remedy under this  Indenture or in any suit against the Trustee for any
action taken or omitted by it as Trustee,  a court in its discretion may require
the filing by any party  litigant in the suit of an undertaking to pay the costs
of the suit,  and the  court in its  discretion  may  assess  reasonable  costs,
including  reasonable  attorneys' fees,  against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section does not apply to a suit by the Trustee, a suit
by a holder  pursuant  to Section  8.7, or a suit by holders of more than 10% in
principal amount of the Bonds then outstanding.

                                   ARTICLE IX
                  TRUSTEE, REMARKETING AGENT AND INDEXING AGENT

     Section 9.1 Duties of Trustee.

        (a) If  an  Event of Default has occurred and is continuing, the Trustee
will exercise its rights and powers and use the same degree of care and skill in
their exercise as a prudent person would exercise or use under the circumstances
in the conduct of such person's own affairs.

                                       38

        (b) Except during the continuance of an Event of Default,

               (1)  the  Trustee   need  perform  only  those  duties  that  are
        specifically set forth in this Indenture and no others, and

               (2) in the  absence  of bad faith on its part,  the  Trustee  may
        conclusively   rely,  as  to  the  truth  of   the  statements  and  the
        correctness of  the  opinions  expressed,  upon certificates or opinions
        furnished to the Trustee  and  conforming to  the  requirements  of this
        Indenture.  However,  the  Trustee  will  examine the  certificates  and
        opinions to determine whether they conform  to  the requirements of this
        Indenture.

        (c) The Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act, or its own willful misconduct,  except
that:

               (1) (this  subsection does not limit the effect of subsection (b)
        of this Section,

               (2) the Trustee will not be liable for any error of judgment made
        in  good  faith by a Responsible  Officer,  unless it is proved that the
        Trustee was negligent in ascertaining the pertinent facts,

               (3) the Trustee  will not be liable with respect to any action it
        takes or  omits to take  in good faith in  accordance  with a  direction
        received by it pursuant to Section 8.5, and

               (4) no provision of this Indenture requires the Trustee to expend
        or risk its own funds  or  otherwise  incur any  financial  liability in
        the  performance  of  any of its rights or powers,  if it has reasonable
        grounds   for   believing  that  repayment  of such  funds  or  adequate
        indemnity against such risk or liability is not  reasonably  assured  to
        it.

        (d) Every provision of this  Indenture  that in any way  relates  to the
Trustee is subject to all the subsections of this Section.

        (e) The Trustee  may refuse to perform any duty or exercise any right or
power  unless  it  receives  indemnity  satisfactory  to it  against  any  loss,
liability or expense,  but the Trustee may not require  indemnity as a condition
to declaring  the  principal of and interest on the Bonds to be due  immediately
under Section 8.2 or to drawing on any Letter of Credit.

        (f) The Trustee will not be liable for  interest  on any cash held by it
except as the  Trustee may agree with the Company or the Issuer with the consent
of the Company.

        (g) The Trustee may rely on a Company Representative's certificate as to
whether a Bankruptcy Filing has occurred.

                                       39

     Section 9.2 Rights of Trustee. Subject to Section 9.1:

        (a) The Trustee may rely on any document  believed  by it to be  genuine
and to have been signed or presented by the proper person.  The Trustee need not
investigate any fact or matter stated in the document.

        (b) Before the  Trustee  acts or  refrains from acting, it may require a
certificate of an  appropriate  officer or officers of the Issuer or the Company
or an Opinion of Counsel. The Trustee will not be liable for any action it takes
or omits to take in good  faith in  reliance  on the  certificate  or Opinion of
Counsel.

        (c) The Trustee may act through  agents or  co-trustees  and will not be
responsible  for  the  misconduct  or  negligence  of any  agent  or  co-trustee
appointed with due care.

     Section 9.3 Individual Rights of Trustee.  The Trustee in its individual or
any other  capacity  may become the owner or pledgee of Bonds and may  otherwise
deal with the Issuer or with the Company,  its Partners,  Pittston Coal Terminal
Corporation,  the Parent  Company or their  affiliates  with the same  rights it
would have if it were not  Trustee.  Any paying  agent may do the same with like
rights.

     Section 9.4 Trustee's Disclaimer. The Trustee makes no representation as to
the validity or adequacy of this Indenture or the Bonds,  is not accountable for
the use of the  proceeds  from the  Bonds  paid by it to the  Company  or at the
Company's direction, and is not responsible for any statement in the Bonds other
than its certificate of authentication.

     Section 9.5 Notice of Defaults. If an event occurs which with the giving of
notice or lapse of time or both would be an Event of  Default,  and if the event
is  continuing  and the Trustee has actual  knowledge  or has  received  written
notice of such event,  the Trustee will mail to each Bondholder and, if a Letter
of Credit is in  effect,  the Bank  notice of the event  within 90 days after it
occurs. Except in the case of a default in payment or purchase on any Bonds, the
Trustee may withhold the notice if and so long as a committee of its Responsible
Officers  in  good  faith  determines  that  withholding  the  notice  is in the
interests of Bondholders.

     Section 9.6  Compensation  and Indemnity of Trustee.  For acting under this
Indenture,  the Trustee will be entitled to payment of  reasonable  fees for its
services  and  reimbursement  of  advances,  counsel  fees  and  other  expenses
reasonably and  necessarily  made or incurred by the Trustee in connection  with
its services under this Indenture.

     To secure the payment or  reimbursement to the Trustee provided for in this
Section,  the  Trustee  will  have a senior  claim,  to which the Bonds are made
subordinate,  on all money or property held or collected by the Trustee,  except
that held under  Article VII or otherwise  held in trust to pay the principal or
purchase price of or interest on particular Bonds and except amounts drawn under
a Letter of Credit.

                                       40

     The Company has agreed in the Loan Agreement, upon its terms and conditions
and subject to its limitations, including the limitation on the liability of the
Partners,  to  indemnify  the Trustee and the Paying Agent for, and to hold them
harmless against,  any loss, liability or expense incurred without negligence or
bad faith on their part,  arising out of or in connection with the acceptance or
administration  of this trust,  including  the costs and  expenses of  defending
themselves  against any claim or  liability in  connection  with the exercise or
performance of any of their powers or duties under this Indenture.

     Section 9.7  Eligibility  of  Trustee.  This  Indenture  will always have a
Trustee that is a corporation organized and doing business under the laws of the
United States or any state or the District of Columbia, is authorized under such
laws  to  exercise   corporate  trust  powers,  is  subject  to  supervision  or
examination by United  States,  state or District of Columbia  authority,  has a
combined  capital and surplus of at least  $100,000,000 as set forth in its most
recent  published  annual  report of condition,  and is otherwise  qualified and
eligible under the Act.

     Section 9.8 Replacement of Trustee. The Trustee may resign by notifying the
Issuer and the  Company.  The holders of a majority in  principal  amount of the
Bonds then  outstanding  may remove the Trustee by notifying the removed Trustee
and may appoint a successor Trustee with the Issuer's, the Company's,  and, if a
Letter of Credit is in effect,  the Bank's  consent.  The Issuer may, and at the
request of the  Company,  with the approval of the Bank if a Letter of Credit is
in effect,  will,  remove the  Trustee if (i) the  Trustee  fails to comply with
Section 9.7,  (ii) the Trustee is adjudged a bankrupt or an  insolvent,  (iii) a
receiver or other public officer takes charge of the Trustee or its property, or
(iv) the Trustee otherwise becomes incapable of acting.

     If the Trustee  resigns or is removed or if a vacancy  exists in the office
of the Trustee for any reason, the Issuer,  with the consent of the Company and,
if a Letter of Credit is in effect,  the Bank, will promptly appoint a successor
Trustee.

     A successor Trustee will deliver a written acceptance of its appointment to
the retiring Trustee,  the Issuer,  and, if a Letter of Credit is in effect, the
Bank, which acceptance will state that the successor  Trustee agrees to be bound
by the terms of this Indenture.  Immediately  thereafter,  the retiring  Trustee
will transfer all property held by it as Trustee to the successor  Trustee,  the
resignation or removal of the retiring  Trustee will then (but only then) become
effective, and the successor Trustee will have all the rights, powers and duties
of the Trustee under this Indenture.

     If a  successor  Trustee  does not take  office  within  60 days  after the
retiring Trustee resigns or is removed,  the retiring Trustee,  the Issuer,  the
Company,  the  holders  of a  majority  in  principal  amount of the Bonds  then
outstanding,  or, if a Letter of Credit is in effect,  the Bank may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

     If the Trustee fails to comply with the foregoing Section,  the Issuer, the
Company,  any  Bondholder  or, if a Letter of Credit is in effect,  the Bank may
petition any court of competent  jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

                                       41

     Section 9.9  Appointment  and Duties of Remarketing  Agent.  At the written
request of the Company and, if a Letter of Credit is in effect, with the written
consent of the Bank, the Issuer will, in a written notice to the Trustee and the
Paying Agent,  appoint a Remarketing  Agent.  During any period of time that the
Bonds bear interest at a Short Term Rate,  there must be a Remarketing  Agent in
place.  The  Remarketing  Agent  will set the  interest  rates on the  Bonds and
perform the other duties  provided for in Section 2.2,  will  remarket  Bonds as
provided in Section 3.8 and will  purchase  such Bonds as provided in the Bonds,
but only from the sources described in Section 4.2. The Remarketing Agent has no
obligation to purchase  Bonds except from the proceeds of a remarketing  of such
Bonds. The Remarketing  Agent will act as agent of the Paying Agent for purposes
of holding  Bonds,  the purchase price of which have been paid by a drawing on a
Letter of Credit, for the benefit of the Bank. There may be separate Remarketing
Agents for these three functions.  The Remarketing Agent may for its own account
or as broker or agent for  others  deal in Bonds and may do  anything  any other
Bondholder  may do to the  same  extent  as if the  Remarketing  Agent  were not
serving as such.

     Section 9.10 Eligibility of Remarketing Agent; Replacement. The Remarketing
Agent must be a bank,  trust  company or member of the National  Association  of
Securities  Dealers,  Inc.  organized and doing  business  under the laws of the
United States or any state or the District of Columbia,  will be rated  Baa3/P-3
or higher by Moody's Investors  Service,  Inc. and will have a capitalization of
at least $25,000,000 as shown in its most recent published annual report.

     The Remarketing Agent may resign by notifying the Issuer, the Trustee,  the
Bondholders  and, if a Letter of Credit is in effect,  the Bank at least 45 days
before the effective  date of the  resignation.  The Issuer,  with the Company's
and,  if a Letter of Credit is in  effect,  the Bank's  consent,  may remove the
Remarketing  Agent as the  Issuer's  designee  for  setting  interest  rates and
appoint a successor by notifying the  Remarketing  Agent,  the Trustee and, if a
Letter of Credit is in effect,  the Bank. The Company may remove the Remarketing
Agent as  remarketer  of Bonds and appoint a successor by notifying  the Issuer,
the Remarketing Agent, the Trustee, and, if a Letter of Credit is in effect, the
Bank.  No removal will be effective  until the  successor  has  delivered to the
Trustee an acceptance of its  appointment and an agreement to perform the duties
of the  Remarketing  Agent under this Indenture and, if a Letter of Credit is in
effect, such successor has been approved in writing by the Bank.

     Section 9.11  Appointment and Duties of Indexing Agent.  The Indexing Agent
may be appointed by the Issuer, with the consent of the Company and, if a Letter
of Credit is in effect, the Bank, in a written notice to the Trustee, the Paying
Agent and the  Remarketing  Agent.  The  Indexing  Agent will perform the duties
provided for in Section 2.2.  Whenever  the Indexing  Agent makes a  computation
under that Section,  it will promptly notify the Trustee,  the Remarketing Agent
and the Company of the results and date of computation.  The Indexing Agent will
keep adequate records  pertaining to the performance of its duties and allow the
Trustee,  the  Remarketing  Agent and the  Company  to  inspect  the  records at
reasonable  times.  The  Indexing  Agent  will  not  hold or deal in Bonds or be
interested in any financial transaction with the Issuer or the Company except to
serve in a capacity similar to that of the Indexing Agent under this Indenture.

                                       42

     Section 9.12 Eligibility of Indexing Agent; Replacement. The Indexing Agent
will be a nationally  recognized municipal securities  evaluation service or, if
no such service is available to serve,  a bank,  trust  company or member of the
National  Association of Securities Dealers,  Inc. having a capitalization of at
least $15,000,000. The Remarketing Agent may not be the Indexing Agent.

     The Indexing  Agent may resign by notifying  the Issuer,  the Trustee,  the
Remarketing  Agent,  the Company  and,  if a Letter of Credit is in effect,  the
Bank, at least 60 days before the effective date of the resignation. The Issuer,
with the Company's and, if a Letter of Credit is in effect,  the Bank's consent,
may remove the Indexing  Agent and appoint a successor by notifying the Indexing
Agent, the Trustee and the Remarketing Agent. No removal will be effective until
the successor has delivered to the Trustee an acceptance of its  appointment and
an agreement to perform the duties of the  Indexing  Agent under this  Indenture
and such  successor has been approved in writing by the Company and, if a Letter
of Credit is in effect, the Bank.

     Section  9.13   Compensation  of  Remarketing  and  Indexing  Agents.   The
Remarketing   Agent  and  the  Indexing  Agent  will  not  be  entitled  to  any
compensation  from the  Issuer,  the  Trustee  or any  property  held under this
Indenture but must make separate arrangements with the Company for compensation.

     Section 9.14  Successor  Trustee or Agent by Merger.  If the  Trustee,  the
Paying Agent,  the Remarketing  Agent or the Indexing Agent  consolidates  with,
merges or converts into, or transfers all or  substantially  all its assets (or,
in the case of a bank or trust company,  its corporate trust assets) to, another
corporation,  the  resulting,  surviving or transferee  corporation  without any
further act will be the successor Trustee, Remarketing Agent or Indexing Agent.

     Section 9.15  Appointment,  Designation and Succession of Paying Agent. One
or more Paying  Agents may be  appointed  by the Trustee with the consent of the
Issuer, the Company and, if a Letter of Credit is in effect, the Bank. Successor
Paying  Agents may be  appointed  by the Trustee with the consent of the Issuer,
the Company and, if a Letter of Credit is in effect, the Bank. During any period
of time that the Bonds  bear  interest  at a Short  Term  Rate,  there must be a
Paying Agent with an office in New York,  New York,  in place.  The Paying Agent
will  perform  the duties set forth in  Section 7 of the Bonds  relating  to the
purchase of Bonds put by their holders.  If a Letter of Credit is in effect, the
Paying  Agent will draw under the Letter of Credit as the agent of the  Trustee.
The Paying Agent is also designated as an authenticating  agent and registrar of
the Bonds. The Paying Agent will mail all notices prepared by the Trustee to the
Bondholders  on behalf of the  Trustee.  The  Paying  Agent  will enjoy the same
protective provisions in the performance of its duties under this Indenture, and
will be subject to the same  standard of care,  as are  specified  in Article IX
with  respect to the  Trustee  insofar  as such  provisions  may be  applicable,
including  but not  limited to the  provisions  of Section  9.6 with  respect to
compensation  and the provisions of Section 9.8 with respect to resignation  and
removal.  Notwithstanding the foregoing, the Company may remove the Paying Agent
during any Fixed Rate Period and no successor need be appointed until such time,
if any, as the Bonds bear  interest at a Short Term Rate.  If there is no Paying
Agent,  the  Trustee  will  perform  the duties of the Paying  Agent  under this
Indenture.

                                       43

                                   ARTICLE X
                   AMENDMENTS OF AND SUPPLEMENTS TO INDENTURE

     Section 10.1 Without Consent of Bondholders. The Issuer and the Trustee may
amend or supplement  this Indenture or the Bonds without notice to or consent of
any Bondholder:

          (a) to cure any ambiguity, inconsistency or formal defect or omission,

          (b) grant to the Trustee for the benefit of the Bondholders additional
rights, remedies, powers or authority,

          (c) to subject to this Indenture additional collateral (including, but
not limited to, the pledge of payments described in Section 5.2) or to add other
agreements of the Issuer,

          (d) to modify  this  Indenture  or the  Bonds to  permit  or  continue
qualification  under  the  Trust  Indenture  Act  of 1939 or any similar federal
statute at the time in effect,  or to  permit or continue  the  qualification of
the Bonds for sale under the securities  laws of any state of the United States,

          (e) to provide for uncertificated Bonds,

          (f) to evidence the succession of a new Trustee or the  appointment by
the Trustee or the Issuer of a co-trustee or Paying Agent,

          (g) to make any change that does not materially  adversely  affect the
rights of any Bondholder,

          (h) if a Letter of Credit is in effect,  to make any change  necessary
to secure from  a  Rating  Agency  a  rating on the Bonds at  least equal to the
rating on the unsecured  indebtedness of the Bank (or the  parent company of the
Bank) issuing the Letter of Credit, or

          (i) to make any change  necessary in connection with the delivery of a
Gross-Up Letter of Credit.

     Section 10.2 With Consent of Bondholders.  If an amendment of or supplement
to this  Indenture  or the Bonds  without  any  consent  of  Bondholders  is not
permitted by the  preceding  Section,  the Issuer and the Trustee may enter into
such  amendment or supplement  without  notice to any  Bondholders  but with the
consent of the holders of at least a majority in  principal  amount of the Bonds
then outstanding.  However,  without the consent of each Bondholder affected, no
amendment or supplement  may (i) extend the maturity of the principal of, or due
date of interest on, any Bond,  (ii) reduce the principal  amount of, or (except
as specifically provided in this Indenture) rate of interest on, any Bond, (iii)
effect a  privilege  or  priority  of any Bond or Bonds  over any other  Bond or
Bonds,  (iv) reduce the percentage of the principal amount of the Bonds required
for consent to such amendment or supplement, (v) impair the exclusion from gross
income for federal  income tax purposes of interest on any Bond,  (vi) eliminate
the holders' rights to put the Bonds, or any mandatory  redemption of the Bonds,

                                       44

extend the due date for the  purchase of Bonds put by their  holders or call for
mandatory  redemption or reduce the purchase or redemption  price of such Bonds,
(vii)  create  a lien  ranking  prior  to or on a  parity  with the lien of this
Indenture on the property described in the Granting Clause of this Indenture, or
(viii)  deprive any  Bondholder  of the lien  created by this  Indenture on such
property.  In  addition,  if  moneys,   Government   Obligations  or  Government
Certificates  have been  deposited  or set aside with the  Trustee  pursuant  to
Article  VII for the  payment  of Bonds  and those  Bonds  have not in fact been
actually  paid in full,  no amendment to the  provisions of that Article will be
made without the consent of the holder of each of those Bonds affected.

     Section 10.3 Effect of Consents.  After an amendment or supplement  becomes
effective,  it will bind every Bondholder  unless it makes a change described in
clauses (i) through (viii) of the preceding Section. In that case, the amendment
or supplement  will bind each Bondholder who consented to it and each subsequent
holder of a Bond or portion of a Bond evidencing the same debt as the consenting
holder's Bond.

     Section  10.4  Notation  on  or  Exchange  of  Bonds.  If an  amendment  or
supplement  changes  the terms of a Bond,  the Trustee may require the holder to
deliver  it to the  Paying  Agent.  The  Paying  Agent may place an  appropriate
notation  on the Bond  about  the  changed  terms and  return it to the  holder.
Alternatively,  if the Trustee, the Issuer and the Company determine, the Issuer
in exchange for the Bond will issue and the Paying Agent will authenticate a new
Bond that reflects the changed terms.

     Section 10.5 Signing by Trustee of Amendments and Supplements.  The Trustee
will sign any amendment or  supplement to the Indenture or the Bonds  authorized
by this Article if the  amendment or supplement  does not  adversely  affect the
rights,  duties,  liabilities  or  immunities  of the Trustee.  If it does,  the
Trustee may, but need not, sign it. In signing an amendment or  supplement,  the
Trustee  will be entitled to receive and  (subject to Section 9.1) will be fully
protected  in relying on an Opinion of Counsel  stating  that the  amendment  or
supplement is authorized by this Indenture.

     Section 10.6 Company and Bank Consent Required.  An amendment or supplement
to this Indenture or the Bonds will not become effective unless the Company and,
if a  Letter  of  Credit  is in  effect  or any  Reimbursement  Obligations  are
outstanding,  the Bank  deliver to the  Trustee  their  written  consents to the
amendment or supplement.

     Section  10.7 Notice to  Bondholders.  The Trustee will cause notice of the
execution  of each  supplement  or  amendment  to  this  Indenture  or the  Loan
Agreement to be mailed to the Bondholders.  The notice will at the option of the
Trustee,  either (i) briefly state the nature of the amendment or supplement and
that copies of it are on file with the Trustee for  inspection by Bondholders or
(ii) enclose a copy of such amendment or supplement.

                                       45

                                   ARTICLE XI
                      AMENDMENTS OF AND SUPPLEMENTS TO LOAN

                      Agreement and Parent Company Guaranty
                      -------------------------------------

     Section 11.1 Without Consent of Bondholders. The Issuer may enter into, and
the Trustee may consent to, any amendment of or supplement to the Loan Agreement
or the Parent Company Guaranty,  without notice to or consent of any Bondholder,
if the amendment or supplement is required or permitted (i) by the provisions of
the Loan Agreement,  the Parent Company Guaranty or this Indenture (including in
connection with transactions  permitted by Section 6.1 of the Loan Agreement and
Section  7(c) of the  Parent  Company  Guaranty),  (ii) to cure  any  ambiguity,
inconsistency or formal defect or omission, (iii) to identify more precisely the
Project,  (iv) in connection  with any authorized  amendment of or supplement to
this Indenture, (v) to make any change that does not materially adversely affect
the rights of any  Bondholder,  or (vi) if a Letter of Credit is in  effect,  to
make any change  necessary to secure from a Rating  Agency a rating on the Bonds
at least equal to the rating on the unsecured  indebtedness  of the Bank (or the
parent company of the Bank) issuing the Letter of Credit.

     Section 11.2 With Consent of Bondholders.  If an amendment of or supplement
to the Loan  Agreement  or the Parent  Company  Guaranty  without any consent of
Bondholders  is not  permitted by the  foregoing  Section,  the Issuer may enter
into,  and the Trustee may consent to,  such  amendment  or  supplement  without
notice to any  Bondholder  but with the  consent  of the  holders  of at least a
majority in principal amount of the Bonds then outstanding. However, without the
consent of each  Bondholder  affected,  no amendment or supplement may result in
anything described in clauses (i) through (viii) of Section 10.2.

     Section 11.3 Consent by Trustee to Amendments or  Supplements.  The Trustee
will consent to any amendment or supplement to the Loan  Agreement or the Parent
Company Guaranty  authorized by this Article if the amendment or supplement does
not  adversely  affect the rights,  duties,  liabilities  or  immunities  of the
Trustee.  If it does,  the  Trustee  may,  but need not,  sign it. In signing an
amendment or supplement, the Trustee will be entitled to receive and (subject to
Section 9.1, will be fully protected in relying on an Opinion of Counsel stating
that the amendment or supplement is authorized by this Indenture.

     Section 11.4  Consent of Bank.  When a Letter of Credit is in effect or any
Reimbursement  Obligations  are  outstanding,  an amendment or supplement to the
Loan Agreement will not become effective unless the Bank delivers to the Trustee
its written consent to the amendment or supplement.

                                  ARTICLE XII
                                  MISCELLANEOUS

     Section 12.1 Notices.

                                       46

        (a)  Any   notice,    request,    direction,    designation,    consent,
acknowledgement,  certification,  appointment,  waiver  or  other  communication
required or permitted by this  Indenture or the Bonds must be in writing  except
as expressly provided otherwise in this Indenture or the Bonds.

        (b) Any notice or other communication  will be  sufficiently  given  and
deemed  given when  delivered  by hand or mailed by  first-class  mail,  postage
prepaid,  addressed as follows:  if to the Issuer,  to Suite 200, 21  Enterprise
Parkway,  Hampton,  Virginia 23666 Attention:  Chairman;  if to the Trustee,  to
Wachovia Bank, National Association,  1021 East Cary Street, Richmond,  Virginia
23219,  Attention:  Corporate Trust Department;  if to the Company,  to P.O. Box
967-A,  Newport News, Virginia 23607,  Attention:  President and Chief Operating
Officer;  if to the  Parent  Company,  to the  address  set forth in the  Parent
Company Guaranty; and if to the Paying Agent, the Remarketing Agent or the Bank,
to the address filed with the Trustee. Any addressee may designate additional or
different addresses for purposes of this Section.

        (c) Any notice received by the Paying Agent will be promptly sent by the
Paying Agent to the Trustee; any notice received by the Trustee will be promptly
sent to the Paying Agent unless,  in either case, the party receiving notice has
actual knowledge that the other party has received such notice independently.

     Section  12.2  Bondholders'  Consents.  Any  consent  or  other  instrument
required by this Indenture to be signed by  Bondholders  may be in any number of
concurrent  documents and may be signed by a Bondholder or by the holder's agent
appointed  in  writing.  Proof of the  execution  of such  instrument  or of the
instrument  appointing  an agent and of the  ownership of Bonds,  if made in the
following  manner,  will be conclusive  for any purpose of this  Indenture  with
regard to any action taken by the Trustee under the instrument:

        (a) The fact and date of a person's signing an instrument may  be proved
by the  certificate of any officer in any  jurisdiction  who by law has power to
take  acknowledgments  within  that  jurisdiction  that the person  signing  the
writing  acknowledged  before the officer the execution of the writing, or by an
affidavit of any witness to the signing.

        (b) The fact of ownership of Bonds, the amount or  amounts,  numbers and
other  identification  of such Bonds and the date of holding will be provided by
the registration books kept pursuant to this Indenture.

     In  determining  whether the holders of the  required  principal  amount of
Bonds outstanding have taken any action under this Indenture, Bonds owned by the
Company or any person  controlling,  controlled by or under common  control with
the Company will be disregarded and deemed not to be outstanding. In determining
whether the Trustee will be protected in relying on any such action,  only Bonds
which the Trustee knows to be so owned will be disregarded.

     Any  consent  or other  instrument  will be  irrevocable  and will bind any
subsequent owner of such Bond or any Bond delivered in substitution therefor.

                                       47

     Section 12.3  Limitation  of Rights.  Nothing  expressed or implied in this
Indenture or the Bonds will give any person other than the Trustee,  the Issuer,
the Company,  Pittston Terminal,  the Parent Company, the Remarketing Agent, the
Indexing  Agent,  the Paying  Agent,  the  Bondholders  (or any person acting on
behalf of any Bondholder) and, if a Letter of Credit is in effect,  the Bank any
right, remedy or claim under or with respect to this Indenture.

     Section 12.4 Severability. If any provision of this Indenture is determined
to be unenforceable, that will not affect any other provision of this Indenture.

     Section 12.5 Payments Due on Non-Business  Days. If a payment date is not a
Business Day at the place of payment,  then payment may be made at that place on
the next Business Day, and no interest will accrue for the intervening period.

     Section  12.6  Governing  Law.  This  Indenture  will  be  governed  by and
construed in accordance with the laws of the Commonwealth.

     Section 12.7 Captions.  The captions in this Indenture are for  convenience
only and do not  define  or limit  the  scope or  intent  of any  provisions  or
Sections of this Indenture.

     Section  12.8 No  Recourse  Against  Issuer's  Officers.  No  commissioner,
officer,  agent or  employee of the Issuer will be  individually  or  personally
liable for any payment on the Bonds or be subject to any  personal  liability or
accountability by reason of the issuance of the Bonds, but this Section will not
relieve any such commissioner, officer, agent or employee of the Issuer from the
performance of any official duty provided by law or this Indenture.

     Section 12.9 Limited Nature of Company's  Obligations;  Pittston Terminal's
Liability for Obligations of the Company; Certain Decisions Regarding the Bonds.
As provided in the Loan  Agreement,  the Throughput  Agreement and the Agreement
Regarding  2003 Brink's Bonds,  dated as of August 15, 2003,  among the Company,
the  Partners and  Pittston  Terminal,  all of the  Company's  obligations  with
respect to the Bonds are payable  solely from  payments  received by the Company
from  Pittston  Terminal  pursuant  to the  Throughput  Agreement  and  Pittston
Terminal  shall act as the agent of the Company for  purposes of making  certain
Company decisions relating to the Bonds.

     Section  12.10  Counterparts.  This  Indenture  may be  signed  in  several
counterparts.  Each will be an original, but all of them together constitute the
same instrument.

                                       48

                         PENINSULA PORTS AUTHORITY OF VIRGINIA

                         By: /s/ Robert E. Yancey
                            --------------------------------------------
                             Chairman

                         WACHOVIA BANK, NATIONAL ASSOCIATION,
                         as trustee

                         By: /s/ Elizabeth A. Boyd
                            --------------------------------------------
                             Name: Elizabeth A. Boyd
                                  --------------------------------------
                             Title: Corporate Trust Officer
                                   -------------------------------------

                                       49

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

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

                        PARENT COMPANY GUARANTY AGREEMENT

                                       by

                               THE BRINK'S COMPANY

                                       to

                 WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee

                                September 1, 2003

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

                                   $43,160,000
                      Coal Terminal Revenue Refunding Bonds
             (Dominion Terminal Associates Project - Brink's Issue)
                                   Series 2003

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

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

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

                        PARENT COMPANY GUARANTY AGREEMENT

     THIS PARENT COMPANY GUARANTY  AGREEMENT,  dated as of September 1, 2003, is
entered  into by THE  BRINK'S  COMPANY,  a  Virginia  corporation  (the  "Parent
Company"),   to  WACHOVIA  BANK,  NATIONAL   ASSOCIATION,   a  national  banking
association with a corporate trust office in Richmond, Virginia (the "Trustee").

     The Peninsula  Ports  Authority of Virginia  (the  "Issuer") has issued its
Coal Terminal Revenue  Refunding Bonds (Dominion  Terminal  Associates  Project)
Series 1992 in the aggregate  principal amount of $43,160,000 (the "1992 Bonds")
for the purpose of refunding  revenue bonds  previously  issued by the Issuer to
finance the cost of the acquisition and  construction of certain port facilities
located in the City of Newport News,  Virginia,  to be used in the transshipment
of coal (the "Project") by Dominion Terminal Associates ("DTA").

     The Issuer now intends to issue its Coal Terminal  Revenue  Refunding Bonds
(Dominion  Terminal  Associates  Project -  Brink's  Issue)  Series  2003 in the
aggregate  principal  amount of  $43,160,000  (the "2003 Bonds")  pursuant to an
Indenture of Trust, dated as of September 1, 2003 (the "Indenture"), between the
Issuer and the Trustee.  The proceeds of the 2003 Bonds are to be used to redeem
the 1992 Bonds.

     In  connection  with  issuance of the 2003  Bonds,  DTA and the Issuer have
entered  into a Loan  Agreement,  dated  as of  September  1,  2003  (the  "Loan
Agreement"),  pursuant  to which DTA has agreed to make  payments  to the Issuer
sufficient to permit the Issuer to pay the principal  of,  premium,  if any, and
interest on the 2003 Bonds. DTA, the Partners and Pittston Terminal have entered
into  a  Sixth  Amendment  to  Amended  and  Restated  Throughput  and  Handling
Agreement, dated as of August 15, 2003, to provide sufficient revenues to DTA to
permit it to perform  its  obligation  under the Loan  Agreement.  Pursuant to a
Throughput Assignment,  dated as of September 1, 2003 (the "Assignment"),  among
DTA, the Trustee and Pittston Terminal, DTA has assigned to the Trustee payments
to be made by Pittston  Terminal  with  respect to the 2003 Bonds under  Section
3.2(a)(ix) of the Throughput Agreement.

     Pittston  Terminal  is a wholly  owned  indirect  subsidiary  of the Parent
Company and the Parent  Company  will  receive  direct  financial  benefits as a
result of the  issuance  of the 2003 Bonds by the  Issuer.  The  Parent  Company
desires  that the Issuer  issue the 2003 Bonds and is willing to enter into this
Agreement  in order to induce the Issuer to issue and sell the 2003 Bonds and as
an  inducement to the purchase of the 2003 Bonds by all who may become owners of
them.

     Accordingly, the parties agree as follows:

          1. Definitions.  Unless otherwise defined,  the capitalized terms used
in this Agreement have the meanings set forth in the Indenture.

          2.  Guaranty  of  Obligations.   The  Parent  Company  unconditionally
guarantees  to the Issuer and to the Trustee for the benefit of the holders from
time to time of the 2003  Bonds the  full and  punctual  payment when due of the
principal  and  purchase  price of and premium, if any, and interest on the 2003

Bonds (all such  amounts  being  called  the  "Obligations"),  and agrees to pay
any  and  all expenses incurred by the  Trustee or the  Issuer in  enforcing any
rights under this Agreement.

     This guaranty is a primary and original  obligation  of the Parent  Company
and is an  absolute,  unconditional,  continuing  and  irrevocable  guaranty  of
payment and not of collectibility or performance and is in no way conditioned or
contingent  upon any attempt to collect  from any person or to realize  upon any
property  held as security or from any other source.  If any of the  Obligations
are not paid when and as they become due and  payable,  the Parent  Company will
forthwith pay such  Obligations,  in immediately  available funds, in accordance
with the terms of the 2003 Bonds  directly to the  Trustee.  The Parent  Company
waives  diligence,  presentment,  demand,  notice or protest  of any kind.  Each
default in payment of any of the Obligations  will give rise to a separate cause
of action under this  Agreement and separate  suits may be brought as each cause
of action arises.

          3. Character of Obligations. The right of the Trustee to  enforce  the
obligations  of the Parent  Company  under this  Agreement  by any  proceedings,
whether by action at law, suit in equity or  otherwise,  will not be impaired by
any  right,  claim or  defense  against  any  person or entity of any  character
whatsoever (other than indefeasible  payment of the amount claimed),  including,
without  limitation,  any right,  claim or defense  of  rescission,  recoupment,
reduction, limitation,  termination, setoff, counterclaim,  waiver, frustration,
surrender,  alteration or  compromise.  Without  limiting the  generality of the
foregoing,  the  obligations of the Parent Company under this Agreement will not
be discharged,  released or impaired or otherwise  affected by: (i) any renewal,
extension, amendment or modification of or addition or supplement to or deletion
from  the  2003  Bonds,  the  Indenture,  the  Loan  Agreement,  the  Throughput
Agreement,  the Assignment  (collectively,  the "Operative  Documents"),  or any
assignment,  transfer or other disposition of any of them; (ii) any inability or
failure on the part of  Pittston  Terminal,  DTA or the Issuer to perform  their
obligations under or comply with the terms of the Operative Documents; (iii) any
waiver, consent,  extension,  indulgence or other action or inaction (including,
without limitation,  any lack of diligence or failure to mitigate damages) under
or in respect of any  Operative  Document or any  obligation or liability of the
Issuer, DTA, Pittston Terminal or any other person or entity, or any exercise or
nonexercise  of any right,  power or remedy under or in respect of any Operative
Document, obligation or liability; (iv) any limitation on any party's obligation
or liability  under any  Operative  Document or any  termination,  cancellation,
frustration,  invalidity  or  unenforceability,  in  whole  or in  part,  of any
Operative Document or any such obligation or liability;  (v) any transfer of its
interest in Pittston  Terminal by the Parent  Company,  including  any change in
ownership of all or any part of the capital stock of Pittston Terminal; (vi) any
invalidity or irregularity in any statutory or other proceedings relating to the
formation  or  existence  of the Issuer,  the  issuance of the 2003 Bonds or the
execution  and  delivery  of  any  Operative  Document;  (vii)  any  bankruptcy,
insolvency,  moratorium,  reorganization,  arrangement, or the like, relating to
Pittston Terminal,  DTA or the Issuer; (viii) any impossibility or illegality of
performance on the part of the Issuer,  DTA or Pittston Terminal of any of their
obligations  under or in  connection  with any  Operative  Document;  (ix) force
majeure; (x) reason of destruction, whether partial or complete, of the Project,
whether  on account of its  abandonment  or  otherwise,  or the  curtailment  or
cessation  of the  operation  of the Project or failure or  inability  of DTA to
operate it; or (xi) any other  circumstance  or occurrence,  whether  similar or
dissimilar to any of the foregoing.

                                       2

     This Agreement will continue to be effective or be reinstated,  as the case
may be, if at any time any payment of any of the  Obligations  is  rescinded  or
must  otherwise be returned by the Trustee upon the  insolvency,  bankruptcy  or
reorganization  of the Issuer,  DTA or Pittston  Terminal or  otherwise,  all as
though such payment had not been made.

          4. Subrogation. So long as the Parent  Company  is  in full compliance
with its obligations under this Agreement,  the Parent  Company will be entitled
to be subrogated to any rights of the Trustee against DTA or Pittston  Terminal,
and DTA or Pittston  Terminal  may  reimburse  the  Parent  Company for, and the
Parent Company may demand,  sue for and  receive  all amounts paid by the Parent
Company pursuant  to this  Agreement.  No  payment under this  Agreement  by the
Parent  Company  will give rise to any claim of the Parent  Company  against the
Trustee. Unless and until the 2003 Bonds are paid, or deemed under the Indenture
to be paid in  full,  and all  obligations  of the  Parent  Company  under  this
Agreement  have been  discharged by payment in full, the Parent Company will not
assign or otherwise  transfer any such claim against DTA or Pittston Terminal to
any other  person,  unless the assignee or transferee of such claim accepts such
assignment or transfer subject to the provisions of this Agreement.

          5. Certain Rights and Powers of  the Trustee.  The Trustee  has all of
the  rights and  remedies  available  under  applicable  law and may  proceed by
appropriate  court action to enforce the terms of this  Agreement and to recover
damages for the breach of this  Agreement.  Each and every remedy of the Trustee
is, to the extent  permitted  by law,  cumulative  and in  addition to any other
remedy  given under this  Agreement or under the  Operative  Documents or now or
hereafter existing at law or in equity.

     At the option of the  Trustee and upon  notice to the Parent  Company,  the
Parent  Company  may be joined  in any  action or  proceeding  commenced  by the
Trustee in respect of any Obligation, and recovery may be had against the Parent
Company in such action or proceeding or in any independent  action or proceeding
against the Parent  Company,  without  any  requirement  that the Trustee  first
assert, prosecute or exhaust any remedy or claim against any person.

          6.  Representations  and  Warranties.  The  Parent Company  makes  the
following representations and warranties to the Trustee:

              (a) Due  Incorporation,  etc.  The  Parent  Company  and  Pittston
Terminal  are  corporations  duly  incorporated,  validly  existing  and in good
standing under the laws of the jurisdiction of their  incorporation and have all
requisite  power  and  authority,  corporate  or  otherwise,  to  conduct  their
business,  to own their  properties  and to execute,  deliver and perform all of
their obligations under this Agreement and the Operative Documents.

              (b) Due Authorization.  The execution, delivery and performance by
the Parent Company of this Agreement have been duly  authorized by all necessary
corporate action.

              (c) Enforceability.  This Agreement when executed and delivered by
its parties,  will  constitute  the legal,  valid and binding  obligation of the
Parent Company  enforceable  against the Parent  Company in accordance  with its
terms,  except  as  enforcement  may  be  limited  by  bankruptcy,   insolvency,
reorganization,  moratorium or similar laws affecting creditors rights generally
or by general equitable principles.

                                       3

              (d)  Company  Stock.  The  Parent  Company  is the owner  directly
or  indirectly  of all of the issued and  outstanding  capital stock of Pittston
Terminal.

          7.  Covenant of Parent Company.  The Parent Company  covenants that it
will  not  consolidate  with or merge  into any  other  corporation  or  convey,
transfer  or lease  substantially  all its assets as an  entirety to any person,
unless the  corporation  formed by such  consolidation  or into which the Parent
Company is merged or the person which acquires by conveyance,  transfer or lease
substantially all of the assets of the Parent Company as an entirety has assumed
the due and punctual performance and observance of each obligation of the Parent
Company under this Agreement.

          8.  Events of Default.  The following events will constitute Events of
Default under this Agreement:

              (a) The Parent Company fails to make any payment  required  to  be
made by it under this Agreement which results in a failure to make a payment due
on the 2003 Bonds;

              (b) Any  representation  or  warranty  made by the  Parent Company
in this  Agreement  proves to have been  incorrect in any material  respect when
made and it remains unremedied for 90 days;

              (c) The Parent Company fails to perform or observe any other term,
covenant or agreement  (other than those referred to in subsections  (a) and (b)
above)  contained in this  Agreement and the failure  remains  unremedied for 90
days after the date on which written notice of the failure, requiring that it be
remedied, is given to the Parent Company by the Trustee;  provided,  however, if
the failure  cannot with due  diligence be cured within such 90 day period,  the
failure will not  constitute an Event of Default under this Agreement so long as
the Parent Company  proceeds  promptly to cure the failure with due diligence to
completion;

              (d) The Parent Company  pursuant to or within  the  meaning of any
Bankruptcy Law (i) commences a voluntary  case, (ii) consents to the entry of an
order for relief  against  it in an  involuntary  case,  (iii)  consents  to the
appointment of a Custodian for the Parent Company or any substantial part of its
property,  or (iv) makes a general  assignment for the benefit of its creditors;
or

              (e) A court of competent  jurisdiction  enters an order or  decree
under any Bankruptcy Law that (i) is for relief against the Parent Company in an
involuntary  case,  (ii)  appoints a  Custodian  for the  Parent  Company or any
substantial part of its property,  or (iii) orders the winding up or liquidation
of the Parent  Company,  and the decree or order remains  unstayed and in effect
for 90 days.

          9.  Amendment and Waiver.  This Agreement and each of  its  provisions
may be amended,  changed, waived, discharged or terminated only by an instrument
in writing signed by the parties.

                                       4

          10. Governing  Law. This  Agreement and the rights and  obligations of
the parties  under it will be construed in  accordance  with and governed by the
laws of the Commonwealth of Virginia.

          11. Notices. All notices,  requests,  demands or  other communications
to or upon the parties to this Agreement will be  sufficiently  given and deemed
given when delivered by hand or mailed by  first-class  mail,  postage  prepaid,
addressed as follows:

                      (a)    If to the Parent Company to:

                             The Brink's Company
                             1801 Bayberry Court
                             Richmond, VA 23226
                             Attention:  Treasurer and General Counsel

                      (b)    If to the Trustee to:

                             Wachovia Bank, National Association, as Trustee
                             1021 East Cary Street
                             Richmond, Virginia 23219
                             Attention:  Corporate Trust Department

          12. Waivers. No failure or  delay  on  the  part  of  the  Trustee  in
exercising any right,  power or privilege  under this Agreement and no course of
dealing  among the  parties  will  operate  as a waiver;  nor will any single or
partial exercise of any right,  power or privilege preclude any other or further
exercise of it or the exercise of any other right, power or privilege. No notice
to or demand on the Parent  Company in any case will entitle the Parent  Company
to any other or further  notice or demand in similar or other  circumstances  or
constitute  a waiver of the right of the Trustee to any other or further  action
in any circumstances without notice or demand.

          13.  Captions. The captions in this Agreement are for convenience only
and do not  define or limit the  scope or  intent  of any of its  provisions  or
Sections.

          14.  Benefit of Agreement.  This  Agreement  will  be binding upon the
Parent  Company and its  successors  and  assigns,  and will be binding upon and
inure to the benefit of the Trustee and its successors and assigns.

          15.  Counterparts. This  Agreement  may  be  executed  in  any  number
of counterparts and all of such  counterparts  will together  constitute one and
the same instrument.

                                       5

          16.  Severability.   Any   provision   of   this  Agreement  which  is
prohibited, unenforceable or not authorized in any jurisdiction will, as to such
jurisdiction, be ineffective to the extent of such prohibition, unenforceability
or  nonauthorization  without  invalidating  the  remaining  provisions  of this
Agreement  or  affecting  the  validity,  enforceability  or  legality  of  such
provision in any other jurisdiction.

                                       6

                        THE BRINK'S COMPANY

                        By: /s/ James B. Hartough
                           ----------------------------------------------------
                        Title: Vice President - Corporate Finance and Treasurer
                              -------------------------------------------------

                        WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee

                        By: /s/ Elizabeth A. Boyd
                            ---------------------------------------------------
                        Title: Corporate Trust Officer
                              -------------------------------------------------

                                       7

                        CONTINUING DISCLOSURE UNDERTAKING

     This Continuing  Disclosure  Undertaking (the "Disclosure  Undertaking") is
executed and delivered by The Brink's Company (the "Company") and Wachovia Bank,
National  Association  (the  "Trustee")  in  connection  with  the  issuance  of
$43,160,000  aggregate principal amount of Coal Terminal Revenue Refunding Bonds
(Dominion Terminal Associates Project--Brink's Issue), Series 2003 (the "Bonds")
of Peninsula  Ports  Authority of Virginia (the  "Issuer").  The Bonds are being
issued pursuant to an Indenture of Trust, dated as of September 1, 2003, between
the Issuer and the Trustee (the  "Indenture").  The Issuer and Dominion Terminal
Associates (the  "Partnership") have entered into a Loan Agreement that has been
pledged and assigned by the Issuer to the Trustee for  purposes of  enforcement.
Pittston  Coal  Terminal  Corporation  ("Pittston"),  an  indirect  wholly-owned
subsidiary  of the Company,  has agreed to make payments to the  Partnership  of
amounts sufficient to enable it to pay the principal of and premium, if any, and
interest on the bonds  ("Debt  Service")  pursuant  to an Amended  and  Restated
Throughput and Handling  Agreement  dated as of July 1, 1987, as amended,  among
Pittston,  the  Partnership  and certain  other  companies  named  therein  (the
"Throughput  Agreement").  Payment of Debt  Service has been  guaranteed  by the
Company to the Trustee, for the benefit of the Bondholders, pursuant to a Parent
Company  Guaranty  Agreement  dated  as of  September  1,  2003  (the  "Guaranty
Agreement")  between the Company  and the  Trustee.  The Company and the Trustee
covenant and agree as follows:

     SECTION  1.  Purpose  of  the  Disclosure   Undertaking.   This  Disclosure
Undertaking  is being  executed and delivered by the Company and the Trustee for
the  benefit  of the  Beneficial  Owners of the Bonds and in order to assist the
Participating  Underwriters,  as defined in Rule 15c2-12 of the  Securities  and
Exchange  Commission (the "SEC"),  in complying with Section (b)(5) of the Rule.
The Company is an "obligated person" within the meaning of the Rule. As required
by the Rule, this Disclosure  Undertaking is enforceable by Beneficial Owners of
the Bonds pursuant to Section 10 of this Disclosure Undertaking.

     SECTION 2.  Definitions.  In addition to the  definitions  set forth in the
Indenture,  which  apply  to  any  capitalized  term  used  in  this  Disclosure
Undertaking, the following capitalized terms shall have the following meanings:

          "Virginia  State   Repository"   shall  mean  any  public  or  private
     repository or entity as may be designated by the  Commonwealth  of Virginia
     as a state repository for the purpose of the Rule and recognized as such by
     the SEC. Currently there is no Virginia State Repository.

          "Annual  Financial   Information"  shall  mean  the  annual  financial
     information  provided  by the Company  pursuant  to, and as  described  in,
     Sections 3 and 4 of this Disclosure Undertaking.

          "Beneficial Owner" shall mean any person which has the power, directly
     or  indirectly,  to vote or  consent  with  respect  to, or to  dispose  of
     ownership of, any Bonds,  including  persons holding Bonds through nominees
     or depositories.

          "Company Disclosure  Representative"  shall mean an authorized officer
     of the  Company or a  designee,  or such other  officer or  employee as the
     Company shall designate in writing to the Trustee from time to time.

          "MSRB"  shall  mean  the   Municipal   Securities   Rulemaking   Board
     established in accordance  with the  provisions of Section  15B(b(1) of the
     1934 Act.

          "National  Repository" shall mean any Nationally  Recognized Municipal
     Securities Information Repository for purposes of the Rule. Currently,  the
     following are National Repositories:

                  Bloomberg Municipal Repository
                  100 Business Park Drive
                  Skillman, New Jersey 08558
                  Phone: (609) 279-3225
                  Fax: (609) 279-5962
                  http://www.bloomberg.com/markets/muni_contactinfo.html
                  Email: munis@bloomberg.com

                  DPC Data Inc.
                  One Executive Drive
                  Fort Lee, NJ 07024
                  Phone: (201) 346-0701
                  Fax: (201) 947-0107
                  http://www.dpcdata.com
                  Email: nrmsir@dpcdata.com

                  FT Interactive Data
                  Attn: NRMSIR
                  100 Williams Street
                  New York, New York 10038
                  Phone: (212) 771-6999
                  Fax: (212) 771-7390 (Secondary Market Information)
                  (212) 771-7391 (Primary Market Information)
                  http://www.interactivedata.com Email: nrmsir@ftid.com

                  Standard & Poor's J. J. Kenny Repository
                  55 Water Street
                  45th Floor
                  New York, NY 10041
                  Phone: (212) 438-4595
                  Fax: (212) 438-3975
                  www.jjkenny.com/jjkenny/pser_descrip_data_rep.html
                  Email: nrmsir_repository@sandp.com

                                       2

          "Repository"  shall mean each  National  Repository  and the  Virginia
     State Repository, if any.

          "Rule"  shall  mean Rule  15c2-12(b)(5)  adopted  by the SEC under the
     Securities  Exchange  Act of 1934,  as the same may be amended from time to
     time ("1934 Act").

          "Specified  Events"  shall mean any of the events with  respect to the
     Bonds listed in Section 5(a) of this Disclosure Undertaking.

          SECTION 3. Provision of Annual Financial Information.

              (a) The Company  shall  provide  to each  Repository  and  to  the
Trustee its Annual Financial  Information in compliance with the requirements of
Section 4 of this Disclosure Undertaking no later than 10 days after the time it
is required  to file its Form 10-K with the SEC (as such time may be  extended),
or 120 days after the end of its fiscal year (whichever is later) subject to the
grace period  provided in subsection (c), for so long as the Company is required
to file reports under the 1934 Act. The Company Disclosure  Representative shall
advise the Trustee of the Company's  calculation  of the  applicable due date in
order for the Trustee to comply  with  subsection  (c).  The Company may satisfy
such obligations by providing to each National Repository and the Virginia State
Repository,  if any, an annual written notice  indicating that the annual filing
of Form 10-K filed with the SEC in accordance  with SEC rules under the 1934 Act
constitute the Company's Annual Financial Information for such year.

              (b) The Company will prepare its Annual  Financial Information  in
accordance with those accounting  principles  applicable to the periodic reports
it is required to file with the SEC.

              (c) If, on the date  specified  in  subsection  (a) for  providing
the Annual Financial Information to Repositories, the Trustee has not received a
copy of the Annual Financial Information,  the Trustee shall contact the Company
Disclosure  Representative  to  determine if the Company is in  compliance  with
subsection  (a).  If the Company  advises the Trustee  that it has not filed its
Annual  Financial  Information  within a grace period of 10 Business  Days after
being  contacted  by the  Trustee,  the  Trustee  shall  file a notice  with the
Repositories  generally  as set  forth  in  Exhibit  A and as  required  by Rule
15c2-12(b)(5)(i)(D) and with a copy to the Issuer.

     SECTION 4. Content of Annual  Financial  Information.  The Company's Annual
Financial  Information shall consist of financial information and operating data
contained in Form 10-K referenced in the Official  Statement  including  audited
financial  statements  which the Company has filed or is permitted to file under
the 1934 Act.

     SECTION 5. Reporting of Specified Events.

              (a) This Section 5 shall govern  the  giving  of  notices  of  the
occurrence  of any  of the  following  events  with  respect  to the  Bonds,  if
material:

              1. principal and interest payment delinquencies;

                                       3

              2.  non-payment related defaults;

              3.  unscheduled  draws   on   debt  service  reserves   reflecting
          financial difficulties;

              4.  unscheduled draws on credit enhancements  reflecting financial
          difficulties;

              5.  substitution of   credit  or  liquidity  providers,  or  their
          failure to perform;

              6.  adverse tax opinions or events affecting the tax-exempt status
          of the security;

              7.  modifications to rights of security holders;

              8.  bond calls;

              9.  defeasances;

              10. release,  substitution, or sale of property securing repayment
          of the securities; and

              11. rating changes.

              (b) The Trustee, upon obtaining actual knowledge of the occurrence
of any of the Specified  Events,  shall promptly contact the Company  Disclosure
Representative,  shall  inform  such  person  of any  Specified  Event  that has
occurred,  and shall  request  that the Company  promptly  notify the Trustee in
writing whether to report the event pursuant to subsection (e).

              (c) If the Company  determines  that the occurrence of a Specified
Event is material,  the Company Disclosure  Representative shall promptly notify
the Trustee in writing.  Such notice  shall  instruct  the Trustee to report the
occurrence pursuant to subsection (e).

              (d) If the Company  determines  that the occurrence of a Specified
Event is not material, the Company Disclosure Representative shall so notify the
Trustee  in writing  and  instruct  the  Trustee  not to report  the  occurrence
pursuant to subsection (e).

              (e)  If   the   Trustee   has   been  instructed  by  the  Company
Disclosure  Representative  to report the occurrence of a Specified  Event,  the
Trustee shall file a notice of such occurrence with each National  Repository or
the MSRB and the Virginia  State  Repository,  if any. The Trustee  shall not be
obligated  to  report  the  occurrence  of a  Specified  Event  if  there  is no
instruction  from the Company  Disclosure  Representative.  Notwithstanding  the
foregoing:

              (i) notice  of the  occurrence of a Specified  Event  described in
          subsections  (a)(1),  (4) or (5) shall be given by the Trustee  unless
          the Company Disclosure  Representative  gives the Trustee  affirmative
          instructions not to disclose such occurrence; and

                                       4

              (ii) notice of Specified  Events  described in subsections  (a)(8)
          and (9) need not be given under this  subsection  any earlier than the
          notice (if any) of the underlying event is given to Beneficial  Owners
          of affected Bonds pursuant to the Indenture.

     SECTION 6. Termination of Reporting  Obligation.  The Company's obligations
under this Disclosure Undertaking shall terminate if the Company is no longer an
obligated person within the meaning of the Rule. The Company's obligations under
this Disclosure Undertaking shall terminate upon the maturity, defeasance, prior
redemption or payment in full of all of the Bonds.

     SECTION 7. Substitution of Obligated Person. The Company shall not transfer
its obligations  under the Guaranty  Agreement  unless the transferee  agrees to
assume all the obligations of the Company under this Disclosure Undertaking.

     SECTION 8. Amendment:  Waiver.  Notwithstanding any other provision of this
Disclosure  Undertaking,  the Company and the Trustee may amend this  Disclosure
Undertaking  (and the Trustee shall consent in its discretion  (such consent not
to be unreasonably  withheld) to any amendment so requested by the Company), and
any provision of this Disclosure Undertaking may be waived, if such amendment or
waiver is supported by an opinion of counsel  reasonably  acceptable  to each of
the Company and the Trustee,  to the effect that such  amendment or waiver would
not, in and of itself,  cause the undertakings herein to violate the Rule taking
into account any subsequent change in or official interpretation of the Rule.

     SECTION 9. Additional  Information.  Nothing in this Disclosure Undertaking
shall be deemed to prevent the Company from disseminating any other information,
using the means of dissemination set forth in this Disclosure Undertaking or any
other means of  communication,  or including any other information in any Annual
Financial  Information or notice of occurrence of a Specified Event, in addition
to that which is required by this Disclosure Undertaking. If the Company chooses
to include any  information  in any Annual  Financial  Information  or notice of
occurrence  of a  Specified  Event in  addition  to that  which is  specifically
required by this  Disclosure  Undertaking,  the Company shall have no obligation
under this  Agreement  to update  such  information  or include it in any future
Annual Financial Information or notice of occurrence of a Specified Event.

     SECTION  10.  Default.  (a) In the event of a  failure  of the  Company  to
provide to the Repositories  the Annual  Financial  Information as undertaken by
the Company in this Disclosure  Undertaking,  the Beneficial  Owner of any Bonds
may take such actions as may be necessary  and  appropriate,  including  seeking
mandamus or specific  performance by court order, to cause the Company to comply
with its  obligations to provide Annual  Financial  Information or notices under
this Disclosure Undertaking.

              (b) Notwithstanding  the  foregoing, no  Beneficial Owner  of  the
Bonds  shall  have  the  right to  challenge  the  content  or  adequacy  of the
information  provided  pursuant  to  Sections  3,  4  or 5  of  this  Disclosure
Undertaking by mandamus,  specific  performance or other  equitable  proceedings
unless the Company  shall have been given ninety (90) days  written  notice by a
Beneficial  Owner  of  the  Bonds  to  remedy  the  alleged  inadequacy  of  the
information provided and unless Beneficial Owners of Bonds representing at least
25%  aggregate  principal  amount  of  Outstanding  Bonds  shall  join  in  such
proceedings.

                                       5

              (c) A  default  under  this  Disclosure  Undertaking  shall not be
deemed an Event of Default under the Indenture or the Bonds, and the sole remedy
under this Disclosure  Undertaking in the event of any failure of the Company or
the Trustee to comply  with this  Disclosure  Undertaking  shall be an action to
compel performance.

     SECTION 11. Duties,  Immunities and  Liabilities of Trustee.  Article IX of
the Indenture is hereby made  applicable to this  Disclosure  Undertaking  as if
this  Disclosure  Undertaking  were (solely for this  purpose)  contained in the
Indenture. The Trustee shall have only such duties as are specifically set forth
in this Disclosure Undertaking, and the Company agrees to indemnify and save the
Trustee,  its officers,  directors,  employees and agents,  harmless against any
liabilities  which it may incur arising out of or in the exercise or performance
of its powers and duties hereunder,  including the costs and expenses (including
attorneys  fees and expenses) of defending  against any claim of liability,  but
excluding liabilities due to its own negligence or willful misconduct.

     SECTION 12. Beneficiaries.  This Disclosure  Undertaking shall inure solely
to the benefit of the Company,  the Trustee and  Beneficial  Owners from time to
time of the Bonds, and shall create no rights in any other person or entity.

     SECTION 13. Counterparts.  This  Disclosure  Undertaking may be executed in
several counterparts,  each of which shall be an original and all of which shall
constitute but one and the same instrument.

     SECTION 14. Governing Law. This Disclosure Undertaking shall be governed by
the laws of the State of New York.

                                       6

Date:  September 24, 2003

                                                     THE BRINK'S COMPANY

                               By  /s/ James B. Hartough
                                   ---------------------------------------------
                               Name:   James B. Hartough
                               Title:  Vice President--Corporate Finance
                                       and Treasurer

                               WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee

                               By  /s/ Elizabeth A. Boyd
                                   ---------------------------------------------
                               Name:   Elizabeth A. Boyd
                               Title:  Corporate Trust Officer

                                       7

                                    EXHIBIT A
                        NOTICE TO REPOSITORIES REGARDING
                              FINANCIAL INFORMATION

Name of Issuer:         Peninsula Ports Authority of Virginia
Name of Bond Issue:     $43,160,000 Coal Terminal Revenue Refunding Bonds
                        (Dominion Terminal Associates Project--Brink's
                        Issue) Series 2003
Name of Company:        The Brink's Company
Date of Issuance:       September 24, 2003

     NOTICE  IS  HEREBY  GIVEN  that the  Company  has not yet  provided  Annual
Financial  Information  with  respect  to the  above-named  Bonds.  The  Company
anticipates that the Annual Financial Information will be filed by [date].

Dated:
        ----------------------------

                      Wachovia Bank, National Association,
                        on behalf of THE BRINK'S COMPANY

R-1                                                                        CUSIP
                                                                           -----
                                                                     707162 AZ 6

                            UNITED STATES OF AMERICA
                            COMMONWEALTH OF VIRGINIA

                      PENINSULA PORTS AUTHORITY OF VIRGINIA

                      COAL TERMINAL REVENUE REFUNDING BOND
             (Dominion Terminal Associates Project - Brink's Issue)
                                   Series 2003

INTEREST RATE OR MODE               MATURITY DATE                DATED DATE
- ---------------------               -------------                ----------

6.0% INITIAL FIXED RATE             APRIL 1, 2033             September 24, 2003

REGISTERED OWNER:   CEDE & CO.

PRINCIPAL AMOUNT:   FORTY THREE MILLION ONE HUNDRED SIXTY THOUSAND DOLLARS
                    ($43,160,000)

     NEITHER THE COMMONWEALTH OF VIRGINIA NOR ANY OF ITS POLITICAL SUBDIVISIONS,
INCLUDING  THE  PENINSULA  PORTS  AUTHORITY  OF VIRGINIA AND THE CITY OF NEWPORT
NEWS,  VIRGINIA,  IS  OBLIGATED  TO PAY THE  PRINCIPAL OF OR THE INTEREST OR ANY
PREMIUM ON THIS BOND OR OTHER COSTS  INCIDENT TO IT EXCEPT FROM THE REVENUES AND
MONEYS  PLEDGED FOR SUCH PURPOSE AND NEITHER THE FAITH AND CREDIT NOR THE TAXING
POWER OF THE  COMMONWEALTH  OF VIRGINIA OR ANY OF ITS POLITICAL  SUBDIVISIONS IS
PLEDGED TO THE  PAYMENT OF THE  PRINCIPAL  OF OR THE  INTEREST OR ANY PREMIUM ON
THIS BOND OR OTHER COSTS INCIDENT TO IT.

     PENINSULA PORTS  AUTHORITY OF VIRGINIA,  a body politic and corporate and a
political  subdivision of the Commonwealth of Virginia,  promises to pay, solely
from the sources  described in this Bond,  to the  registered  owner  identified
above, or registered assigns, on the Maturity Date stated above (or if this Bond
is called for earlier  redemption as described  herein,  on the redemption date)
the principal  amount  identified  above and to pay interest as provided in this
Bond.

     1. Indenture;  Loan Agreement. This Bond is one of the bonds (the "Bonds"),
limited to $43,160,000 in principal amount, issued under the Indenture of Trust,
dated as of  September  1,  2003  (the  "Indenture"),  between  Peninsula  Ports
Authority of Virginia (the "Issuer") and Wachovia Bank, National Association, as
trustee (the "Trustee").  The terms of the Bonds include those in the Indenture.
Bondholders  are referred to the Indenture for a statement of those terms.  When
used with  reference  to the Bonds,  the term  "principal"  includes any premium

payable on the Bonds,  except  that if a Letter of Credit is in effect that does
not provide coverage for redemption  premium,  "principal" does not include such
premium.  Capitalized terms used in this Bond and not otherwise defined have the
meanings ascribed to them in the Indenture.

     The  Issuer  will  lend the  proceeds  of the  Bonds to  Dominion  Terminal
Associates,  a Virginia general partnership (the "Company"),  pursuant to a Loan
Agreement,  dated as of  September 1, 2003 (the "Loan  Agreement"),  between the
Issuer and the  Company.  The Company  will use such loan to refund the Issuer's
$43,160,000 Coal Terminal Revenue Refunding Bonds (Dominion Terminal  Associates
Project)  Series 1992.  The Company has agreed  subject to the terms of the Loan
Agreement to pay the Issuer amounts  sufficient to pay all amounts coming due on
the Bonds,  and the Issuer has  assigned its rights to such  payments  under the
Loan Agreement to the Trustee as security for the Bonds.

     The Indenture and the Loan Agreement may be amended, and references to them
include any amendments.

     2. Source of Payments.  The Bonds are special,  limited  obligations of the
Issuer and, as provided in the Indenture, are payable solely from payments to be
made by the  Company  under the Loan  Agreement,  the Parent  Company  under the
Parent  Company  Guaranty  and from any Letter of Credit which may be in effect.
Neither the  Commonwealth  of Virginia  nor any of its  political  subdivisions,
including the Issuer and the City of Newport News,  Virginia,  will be obligated
to pay the  principal  of or premium,  if any, or interest on the Bonds or other
costs  incident to them  except from the  payments to be made by the Company and
assigned by the Issuer to the Trustee.

     3. Interest Rate. Except during the Initial Fixed Rate Period,  interest on
this Bond will be paid at the lesser of (a) a Daily  Rate,  a Variable  Rate,  a
Commercial  Paper Rate or a Fixed Rate as selected by the Company and in certain
cases the Remarketing Agent, or under certain circumstances, a Bank Rate, all as
determined  in  accordance  with the  Indenture and (b) 20% or, when a Letter of
Credit secures the Bonds (see "Letter of Credit" below), such lower maximum rate
as may be  specified  in the Letter of Credit.  During  the  Initial  Fixed Rate
Period,  interest  will be payable at the Initial Fixed Rate as described in the
Indenture.  While  there  exists an Event of Default  under the  Indenture,  the
interest  rate on the Bonds  will be the rate on the Bonds on the day before the
Event of Default occurred, except that if interest on the Bonds was then payable
at a  Commercial  Paper Rate,  the default  rate will be the highest  Commercial
Paper Rate then in effect for any Bond. The interest rate  determination  method
may be changed from time to time as described in the Indenture.  A change in the
method will result in redemption of the Bonds (see "Redemption" below).

     When  interest is payable at a Daily,  Variable,  Commercial  Paper or Bank
Rate, it will be computed on the basis of the actual number of days elapsed over
a year of 365 days (366 in leap years),  and when  payable at the Initial  Fixed
Rate or a Fixed  Rate on the basis of a 360-day  year of twelve  30-day  months.
Interest on overdue  principal and, to the extent lawful, on overdue premium and
interest  will be payable at the rate on the Bonds on the day before the default
occurred.

                                      -2-

     4. Interest  Payment and Record  Dates.  Interest will accrue on the unpaid
portion of the  principal of this Bond from the last date to which  interest was
paid, or if no interest has been paid,  from September 24, 2003 until the entire
principal  amount of this Bond is paid.  For purposes of this  paragraph,  while
Bonds bear interest at the Daily Rate or the Bank Rate,  interest  which is paid
by the  fifth  Business  Day of a month is deemed to be paid on the first day of
that  month.  When  interest is payable at the rate in the first  column  below,
interest  accrued  during the period (an "Interest  Period") shown in the second
column will be paid on the date (an "Interest Payment Date") in the third column
to holders of record on the date (a "Record Date") in the fourth column:

Rate                     Interest Period           Interest Payment Date        Record Date
- ----                     ---------------           ---------------------        -----------
 
Daily                    Calendar month or         Fifth Business Day of        Last Business Day of
                         portion thereof           the next month               the month

Variable                 Calendar month            First Business Day of        Fourth-to-last
                                                   the next month               Business Day of the
                                                                                month

Commercial Paper         From 1 to 180 Days        Last day of applicable       Last Business Day
                         as determined for         Commercial Paper             before Interest
                         each bond pursuant to     Rate Period                  Payment Date
                         Section 2.2(a) (3) of
                         the Indenture
                         ("Commercial Paper
                         Rate Period")

Fixed                    Six-month period or       Next day (April 1 or         Fifteenth of the month
                         portion thereof ending    October 1)                   before the payment
                         the last day of March                                  date (March 15 or
                         or September                                           September 15)

The Interest Periods, the Interest Payment Dates and Record Dates of Bonds
bearing interest at the Bank Rate are set forth in the Indenture. "Business Day"
is defined in the Indenture. Payment of defaulted interest will be made to
holders of record on the fifth-to-last Business Day before payment.

     5. Method of Payment.  Subject to the terms of any agreement  with DTC with
respect to book entry  registration,  holders must surrender Bonds to the Paying
Agent or to the Trustee to collect  principal and to the Paying Agent to collect
purchase  price (see  "Puts"  below).  Interest  will be paid to the  registered
holder  of this Bond as of the  Record  Date by check  mailed  to such  holder's
registered  address,  except that a holder of  $1,000,000  or more in  principal
amount of Bonds may be paid  interest  by wire  transfer  to an  account  in the
continental  United  States if the holder makes a written  request of the Paying
Agent at least 15 days before the Record Date  specifying  the account  address.
The notice may provide that it will remain in effect for later interest payments
until changed or revoked by another written notice.  Principal and interest will

                                       -3-

be paid in money of the  United  States  that at the  time of  payment  is legal
tender for  payment of public and private  debts or by checks or wire  transfers
payable in such money. If any payment on the Bonds is due on a non-Business Day,
it will be made on the next  Business  Day,  and no  interest  will  accrue as a
result.

     6. Letter of Credit.  A letter of credit or other credit  facility  meeting
the requirements of the Indenture and in effect at the relevant time is called a
"Letter  of  Credit."  The Bonds  will not be  initially  secured by a Letter of
Credit.  At some time in the future,  the Company may furnish a Letter of Credit
which will  entitle the Trustee or the Paying  Agent,  as agent of the  Trustee,
under certain  circumstances,  to draw amounts with respect to the principal and
purchase price of and interest on the Bonds.

     7. Puts. "Put" means to require, or the act of requiring, the purchase of a
Bond at its holder's  option under the  provisions  of this Section 7 at 100% of
the  principal  amount plus interest  accrued to the date of purchase.  During a
Daily  Rate  Period,  if a Bond is put  after the  Record  Date and  before  the
Interest  Payment  Date for that  Interest  Period,  the Paying Agent will pay a
purchase  price of principal  plus interest  accruing after the last day of that
Interest  Period.  The holder will receive  interest for that Interest Period by
check or wire transfer as described in Section 5 above.

     Daily Rate Put.  When  interest on the Bonds is payable at a Daily Rate,  a
holder of a Bond may put the Bond by delivering:

     (1) a written or telephone  notice to the Paying  Agent by 10:30 A.M.,  New
York City time, on a Business Day,  stating the principal amount of the Bond and
the Business Day (which may be the date the notice is delivered)  the Bond is to
be purchased; and

     (2) the Bond to the Paying Agent by 12:00 noon,  New York City time, on the
date of purchase (see additional requirements below).

     Variable  Rate Put.  When  interest  on the Bonds is  payable at a Variable
Rate, a holder of a Bond may put the Bond by delivering:

     (1) a written or  telephone  notice to the Paying  Agent on a Business  Day
stating the principal  amount of the Bond and the date, which must be a Business
Day at least seven days after the notice is  delivered,  on which the Bond is to
be purchased; and

     (2) the Bond to the Paying Agent by 10:00 A.M.,  New York City time, on the
date of purchase (see additional requirements below).

     Payment of Purchase Price.  The purchase price for a Bond put to the Paying
Agent will be paid in  immediately  available  funds by the close of business on
the date of purchase.

     Delivery  Addresses;  Additional  Delivery  Requirements.  The  address and
telephone  number of the Paying Agent to which notices of puts must be given and
Bonds put must be delivered  will be designated in writing at the time Bonds are
remarketed at a Daily or Variable Rate. The address and telephone  number may be
changed  by  notice  mailed  by first  class  mail to the  Bondholders  at their

                                      -4-

registered  addresses.  All put Bonds must be  accompanied  by an  instrument of
transfer  satisfactory to the Paying Agent,  executed in blank by the registered
owner with the signature  guaranteed by a bank,  trust company or member firm of
the New York Stock Exchange.

     Any Bond delivered for purchase  between a Record Date for interest payable
at a Variable Rate and the Interest Payment Date for the Interest Period must be
accompanied by a due bill for the interest accruing on the Bond until the end of
the Interest Period in which the Record Date falls.

     Limitation  on Puts.  No Bonds may be put while they bear  interest  at the
Bank Rate, a Commercial Paper Rate, the Initial Fixed Rate or a Fixed Rate.

     8.  Redemptions.  As provided below,  the Company has the right to purchase
Bonds in lieu of certain  redemptions.  BY  ACCEPTANCE  OF THIS BOND,  THE OWNER
AGREES TO SELL AND SURRENDER  THIS BOND,  PROPERLY  ENDORSED,  TO THE COMPANY IN
LIEU OF REDEMPTION  UNDER THE CONDITIONS  DESCRIBED  BELOW.  All redemptions and
purchases in lieu of redemption will be made in funds  immediately  available on
the redemption or purchase date and will be at a redemption or purchase price of
100% of the principal amount of the Bonds being redeemed or purchased  (unless a
premium is required as provided  below) plus interest  accrued to the redemption
or purchase date, except that interest accruing at a Daily Rate or the Bank Rate
will be paid on the fifth  Business Day  following  the  redemption  or purchase
date.  Bonds put for purchase on a date after a call for  redemption  but before
the redemption date will be purchased  pursuant to the put. No purchase of Bonds
by the  Company  or use of any funds to  effectuate  any such  purchase  will be
deemed to be a payment or  redemption of the Bonds or of any portion of them and
such  purchase  will not operate to  extinguish  or discharge  the  indebtedness
evidenced by such Bonds.

     Optional  Redemption During Daily or Variable Rate Period. When interest on
the Bonds is payable at a Daily or Variable  Rate,  the Bonds may be redeemed or
purchased by the Company in lieu of redemption in whole or in part in authorized
denominations, at the option of the Company, on the first day of a month.

     Mandatory  Redemption  for  Failure to Replace  Letter of Credit.  When the
Bonds bear interest at a Daily,  Variable or Fixed Rate, if the Company does not
replace an expiring  Letter of Credit with another  Letter of Credit,  the Bonds
will be redeemed or purchased by the Company in lieu of  redemption on the first
day following the last Interest Period before the Letter of Credit  expires.  If
Bonds are to be redeemed  under  another  paragraph  of this Section on the same
day, the Bonds will be called  under,  and  redemption  will be governed by, the
other paragraph and not by this paragraph.

     Mandatory Redemption at Beginning of Fixed Rate Period. When the Bonds bear
interest  at a Fixed  Rate and a new Fixed Rate is to be  determined,  the Bonds
will be  redeemed  or  purchased  by the  Company in lieu of  redemption  on the
effective date of the new Fixed Rate.

                                      -5-

     Mandatory  Redemption on Each Interest Payment Date During Commercial Paper
Rate Period. When Bonds bear interest at a Commercial Paper Rate, each Bond will
be redeemed or  purchased by the Company in lieu of  redemption  on the Interest
Payment  Date of such Bond.  If Bonds are  scheduled  to be  redeemed  under the
following  paragraph,  the Bonds will be called under,  and  redemption  will be
governed by, that paragraph and not this paragraph.

     Mandatory  Redemption  Upon a  Change  in the  Method  of  Determining  the
Interest Rate on the Bonds. On the effective date of any change in the method of
determining  the interest  rate on the Bonds (except for a change to or from the
Bank Rate or a change at the end of the  Initial  Fixed Rate  Period)  (the four
methods being Daily, Variable, Commercial Paper or Fixed Rate) the Bonds will be
redeemed or purchased by the Company in lieu of redemption on the effective date
of such change.

     Mandatory  Redemption at the Direction of the Bank. If there is a Letter of
Credit in effect for the Bonds, the Bonds will be called for redemption in whole
or in part in  authorized  denominations  or purchased by the Company in lieu of
redemption  when the Trustee and the Paying Agent  receive  notice from the Bank
directing such redemption in accordance with the Indenture and the reimbursement
agreement pursuant to which the Letter of Credit was issued.  Such redemption or
purchase in lieu of  redemption  will occur on a day specified by the Bank which
is not less than eight  Business  Days  after the date the Paying  Agent and the
Trustee  received  such  notice.  The Company is required to purchase  all Bonds
called under this paragraph in lieu of redemption.

     Optional Redemption at a Premium During Initial Fixed Rate Period and Fixed
Rate  Period.  While the  interest on the Bonds is payable at the Initial  Fixed
Rate, the Bonds may at the option of the Company be redeemed or purchased by the
Company in lieu of  redemption on or after April 1, 2013, in whole or in part in
increments of $5,000 at any time during the following  redemption periods,  upon
payment of the  following  redemption  prices  (expressed as a percentage of the
principal  amount of the Bonds to be  redeemed)  plus  accrued  interest  to the
redemption date.

           Redemption Period
         (both dates inclusive)                         Redemption Price
         ----------------------                         ----------------

April 1, 2013, through March 31, 2014                          101%
April 1, 2014, and thereafter                                  100%

     When the interest on the Bonds is payable at a Fixed Rate, the Bonds may at
the option of the  Company be redeemed  or  purchased  by the Company in lieu of
redemption  in whole  at any  time or in part in  increments  of  $5,000  on any
Interest  Payment Date as follows:  If, on the date (the "Effective  Date") when
the  interest  begins to be payable at the Fixed  Rate,  the length of time (the
"Fixed Rate Period") interest is payable at a Fixed Rate falls within one of the
entries in the Fixed Rate Period  column,  the Bonds will not be redeemable  for
the number of years after the Effective Date shown in the No-call Period column.
On and after the  Interest  Payment  Date which ends the No-call  period (or the
next Interest  Payment  Date, if the No-call  period does not end on an Interest
Payment Date),  the Bonds may be redeemed at the  percentage of their  principal

                                      -6-

amount  shown in the Initial  Premium  column.  The premium will decline on each
anniversary  of such  Interest  Payment Date by one  percentage  point until the
Bonds are redeemable without premium.

    Fixed Rate Period
 ------------------------

Equal to or greater than     but less than       No-call Period      Initial Premium
- ------------------------     --------------      --------------      ---------------
 
12 years                      N/A                8 years             101%
9 years                      12 years            6 years             101%
7 years                      9 years             5 years             101%
5 years                      7 years             3 years             101%

     If the Fixed Rate Period is greater than two years but less than five,  the
Bonds will be redeemable at 100% of their principal  amount in the final year of
the Fixed Rate Period,  100.5%  during the  next-to-last  year of the Fixed Rate
Period and nonredeemable before that.

     If the Fixed Rate Period is equal to or less than two years, the Bonds will
be  redeemable  in the final year of the Fixed Rate Period only at 100% of their
principal amount.

     Extraordinary Optional Redemption. When interest on the Bonds is payable at
the Initial  Fixed Rate or a Fixed  Rate,  the Bonds may be redeemed in whole at
the  option  of the  Company  at any time  after  the  occurrence  of any of the
following:

     (1) The Company  determines that the continued  operation of the Project is
impracticable, uneconomical or undesirable for any reason;

     (2)  All or  substantially  all  of  the  Project  is  damaged,  destroyed,
condemned or taken by eminent domain; or

     (3) The  operation  of the Project is enjoined or prevented or is otherwise
prohibited by, or conflicts with, any order,  decree,  rule or regulation of any
court or federal, state or local regulatory body, administrative agency or other
governmental body.

     Mandatory  Redemption on  Determination  of  Taxability.  The Bonds will be
redeemed in whole (or in part as provided below in authorized  denominations) on
any day  within  180 days  after the  Company  receives  written  notice  from a
Bondholder or former  Bondholder or the Trustee of a final  determination by the
Internal Revenue Service or a court of competent  jurisdiction that, as a result
of a  failure  by the  Company  to  perform  any of its  agreements  in the Loan
Agreement or the inaccuracy of any of its representations in the Loan Agreement,
the interest paid or to be paid on any Bond (except to a  "substantial  user" of
the Project or a "related  person"  within the meaning of Section  147(a) of the
Internal  Revenue Code of 1986 (the  "Code")) is or was  includible in the gross
income of the Bond's owner for federal income tax purposes.  A determination  of

                                      -7-

taxability  will not result  from the  inclusion  of interest on any Bond in the
computation of the alternative  minimum tax imposed by Section 55 of the Code or
the branch  profits  tax on foreign  corporations  imposed by Section 884 of the
Code. No such  determination  will be considered  final unless the Bondholder or
former  Bondholder  involved  in the  determination  gives the  Company  and the
Trustee prompt written notice of the  commencement of the proceedings  resulting
in the determination and offers the Company,  subject to the Company's  agreeing
to pay all expenses of the  proceedings  and to  indemnify  the holder or former
holder  against all  liabilities  that might result from it, the  opportunity to
control the  defense of the  proceedings  and either the Company  does not agree
within 30 days to pay the  expenses,  indemnify  the holder or former holder and
control the defense or the Company exhausts or chooses not to exhaust  available
procedures to contest or obtain review of the result of the  proceedings.  Fewer
than all the Bonds may be redeemed if  redemption of fewer than all would result
in the interest payable on the Bonds remaining  outstanding being not includible
in the gross  income for federal  income tax purposes of any holder other than a
"substantial  user" or  "related  person."  If fewer  than all  Bonds  are to be
redeemed,  the Paying  Agent will select the Bonds to be redeemed as provided in
the  Indenture or by such other method  acceptable to the Paying Agent as may be
specified  in an  Opinion  of Tax  Counsel.  IF THE  LIEN  OF THE  INDENTURE  IS
DISCHARGED  BEFORE THE  OCCURRENCE  OF A FINAL  DETERMINATION  OF  TAXABILITY AS
DESCRIBED  IN SECTION 12 BELOW,  THE BONDS WILL NOT BE  REDEEMED  AS PROVIDED IN
THIS PARAGRAPH.

     Notice  of  Redemption.  The  Paying  Agent  will  mail a  notice  of  each
redemption  except  a  redemption  under  the  paragraph  captioned   "Mandatory
Redemption on Each Interest  Payment Date During  Commercial  Paper Rate Period"
described in Section 8 of this Bond, by first-class  mail to each  Bondholder at
the holder's registered address.  All redemption notices will be mailed at least
15 days before such  redemption,  except that notices for a redemption under the
paragraph  captioned  "Mandatory  Redemption  at  the  Direction  of  the  Bank"
described in Section 8 of this Bond will be mailed at least five  Business  Days
before such redemption.  Failure to give any required notice of redemption as to
any particular  Bonds will not affect the validity of the call for redemption of
any Bonds in respect of which no failure  occurs.  Any notice mailed as provided
in this  paragraph will be  conclusively  presumed to have been given whether or
not actually received by the addressee.

     Effect of Notice of  Redemption.  When notice of redemption is required and
given,  and when  Bonds are to be  redeemed  without  notice,  Bonds  called for
redemption  become due and  payable  on the  redemption  date at the  applicable
redemption  price,  subject to the Company's right to purchase Bonds as provided
above;  in such case when funds  sufficient  for  redemption or for purchase are
deposited  with the  Paying  Agent,  interest  on the  Bonds to be  redeemed  or
purchased ceases to accrue as of the date of redemption or purchase.

     9.  Denominations;  Transfer;  Exchange.  The Bonds are in registered  form
without coupons in denominations of $100,000 or any integral  multiple of $5,000
in excess of $100,000, except that when interest is payable at the Initial Fixed
Rate, a Fixed Rate or at the Bank Rate established  during a period  immediately
following  a Fixed  Rate  Period,  Bonds  may be in  denominations  of $5,000 or
integral  multiples  of  $5,000.  A holder may  transfer  or  exchange  Bonds in
accordance  with the  Indenture.  The Paying  Agent may require a holder,  among

                                      -8-

other things, to furnish appropriate  endorsements and transfer documents and to
pay any taxes and fees required by law or permitted by the Indenture. During the
Initial Fixed Rate Period or any subsequent Fixed Rate Period,  the Paying Agent
need not transfer or exchange  any Bond for the period  beginning 15 days before
mailing a notice of redemption of such Bond and ending on the  redemption  date.
However,  after  Bonds have been  called  pursuant  to the  paragraph  captioned
"Mandatory  Redemption  Upon a Change in the Method of Determining  the Interest
Rate on the Bonds" in Section 8 of this Bond,  such called  Bonds or portions of
them may be  exchanged  for Bonds in  denominations  of $100,000 or any integral
multiple of $5,000 in excess of $100,000 at any time up to the redemption date.

     10.  Persons  Deemed  Owners.  The  registered  holder  of this Bond may be
treated as the owner of it for all purposes.

     11.  Unclaimed  Money.  If money for the  payment  of  principal,  premium,
interest or purchase price remains  unclaimed for two years,  the Trustee or the
Paying  Agent will pay the money to or for the  account of the  Company or, if a
Letter of Credit is in effect,  the Bank at the Company's or the Bank's  written
direction in accordance  with the terms of the  Indenture.  After that,  holders
entitled  to the money must look only to the  Company  and not to the Trustee or
the  Paying  Agent or the  issuer of a Letter of Credit  for  payment  unless an
abandoned property law designates another person.

     12.  Discharge  Before  Redemption or Maturity.  If the Company at any time
deposits  with  the  Trustee   money,   Government   Obligations  or  Government
Certificates  as described in the  Indenture  sufficient to pay at redemption or
maturity  principal of and interest on the outstanding Bonds, and if the Company
also pays all other sums then payable by the Company  under the  Indenture,  the
Indenture will be discharged. After discharge, Bondholders must look only to the
deposited money and securities for payment.

     13.  Amendment,  Supplement,  Waiver.  Subject to certain  exceptions,  the
Indenture,  the Loan Agreement,  the Parent Company Guaranty or the Bonds may be
amended or  supplemented,  and any past default or compliance with any provision
may be waived, with the consent of the holders of a majority in principal amount
of the Bonds then  outstanding.  Any such consent will be  irrevocable  and will
bind any subsequent owner of this Bond or any Bond delivered in substitution for
this  Bond.  Without  the  consent  of any  Bondholder,  the Issuer may amend or
supplement the Indenture, the Loan Agreement, the Parent Company Guaranty or the
Bonds as described in the Indenture, to cure any ambiguity,  omission, defect or
inconsistency, to provide for uncertificated Bonds in addition to or in place of
certificated Bonds, to make any change that does not materially adversely affect
the rights of any  Bondholder,  to make any change  necessary  to secure  from a
Rating  Agency a  rating  on the  Bonds  equal to the  rating  on the  unsecured
indebtedness  of the Bank (or the  parent  company  of the  Bank) if a Letter of
Credit is in effect,  or to make any changes in connection  with the issuance of
certain types of letters of credit.

     14. Defaults and Remedies.  The Indenture  provides that the occurrences of
certain events  constitute Events of Default.  Except as otherwise  described in
the Indenture, if an Event of Default occurs and is continuing, the Trustee, the
holders of at least 25% in principal amount of the Bonds then outstanding or, if

                                      -9-

a Letter of Credit is in effect,  the issuer of the Letter of Credit may declare
the  principal of all the Bonds to be due and payable  immediately.  An Event of
Default  and its  consequences  may be  waived  as  provided  in the  Indenture.
Bondholders may not enforce the Indenture or the Bonds except as provided in the
Indenture.  Except as  specifically  provided in the Indenture,  the Trustee may
refuse to  enforce  the  Indenture  or the Bonds  unless it  receives  indemnity
satisfactory  to it. Subject to certain  limitations set forth in the Indenture,
holders of a majority  in  principal  amount of the Bonds then  outstanding  may
direct the Trustee in its exercise of any trust or power.

     15. No Recourse Against Others. A commissioner, officer, agent or employee,
as such, of the Issuer will not have any liability  for any  obligations  of the
Issuer or the Company under the Bonds or the Indenture or for any claim based on
such  obligations or their creation.  Each Bondholder by accepting a Bond waives
and  releases  all  such  liability.  The  waiver  and  release  are part of the
consideration for the issue of the Bond.

     16. Limited Nature of Company's Obligations;  Pittston Terminal's Liability
for  Obligations  of the Company;  Certain  Decisions  Regarding  the Bonds.  As
provided in the Loan  Agreement,  the  Throughput  Agreement  and the  Agreement
Regarding  2003 Brink's Bonds,  dated as of August 15, 2003,  among the Company,
the  Partners and  Pittston  Terminal,  all of the  Company's  obligations  with
respect to the Bonds are payable  solely from  payments  received by the Company
from  Pittston  Terminal  pursuant  to the  Throughput  Agreement  and  Pittston
Terminal  shall act as the agent of the Company for  purposes of making  certain
Company decisions relating to the Bonds.

     17.  Authentication.  This Bond will not be valid  until the  Trustee,  the
Paying Agent or an authenticating  agent signs the certificate of authentication
on this Bond.

     18.  Abbreviations.  Customary  abbreviations  may be used in the name of a
Bondholder  or an  assignee,  such as TEN COM (= tenants in common),  TEN ENT (=
tenants by the  entireties),  JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian),  and U/G/M/A (= Uniform Gifts
to Minors Act).

     The Trustee will furnish to any Bondholder upon written request and without
charge a copy of the Indenture. Requests may be made to: Wachovia Bank, National
Association,  1021  East  Cary  Street,  Richmond,  Virginia  23219,  Attention:
Corporate Trust Department.

                                      -10-

     Peninsula  Ports  Authority of Virginia has caused this Bond to be executed
by the  facsimile  signature  of its  Chairman,  a  facsimile  of its seal to be
printed  on  this  Bond  and  attested  by  the   facsimile   signature  of  its
Secretary-Treasurer.

                                          PENINSULA PORTS AUTHORITY OF VIRGINIA

                                          By: /s/ Robert E. Yancey
                                             -----------------------------------
                                                     Chairman

[Seal]

ATTEST: /s/ Jon A. Nystrom
       -------------------------------------
       Secretary - Treasurer

                                      -11-

                          CERTIFICATE OF AUTHENTICATION

     This  Bond  is  one  of  the  Bonds  referred  to in  the  within-mentioned
Indenture.

Authentication Date:  September 24, 2003

                                       WACHOVIA BANK, NATIONAL ASSOCIATION,
                                       as Trustee

                                       By: /s/ Elizabeth A. Boyd
                                           ----------------------------------
                                           Authorized Officer

                                      -12-

                  FORM OF SCHEDULE TO BE ATTACHED TO BONDS WHEN
                  BONDS BEAR INTEREST AT COMMERCIAL PAPER RATE

                       COMMERCIAL PAPER RATES AND PERIODS
                    ----------------------------------------

                   End of Commercial
 Beginning of      Paper Rate Period
Commercial Paper     (Mandatory        Current Commercial
 Rate Period        Redemption Date)      Paper Rate        Signature of Trustee

================================================================================
                |                    |                    |
- ----------------|--------------------|--------------------|---------------------
                |                    |                    |
- ----------------|--------------------|--------------------|---------------------
                |                    |                    |
- ----------------|--------------------|--------------------|---------------------
                |                    |                    |
- --------------------------------------------------------------------------------

FOR VALUE RECEIVED, the undersigned sells, assigns and transfers to

Insert social security or other
identifying number of assignee

[______________________________]

[______________________________________________________________________________]
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

     (Print  or type  name,  address  and zip code of  assignee)  this  Bond and
irrevocably appoints ___________________________________________________________
agent to transfer this Bond on the books of the Issuer. The agent may substitute
another to act in the agent's place.

Dated:
        ------------------------------------------------------------------------

Signed:
         -----------------------------------------------------------------------
             (Sign exactly as name appears on the other side of this Bond)

Signature guaranteed:
                       ---------------------------------------------------------

                                      -13-

                                                                  EXHIBIT 31.1

                            Section 302 Certification

I, Michael T. Dan, Chief Executive Officer (Principal  Executive Officer) of The
Brink's Company, certify that:

(1) I have  reviewed  this  Quarterly  Report on Form 10-Q for the quarter ended
September 30, 2003 of The Brink's Company;

(2) Based on my knowledge,  this report does not contain any untrue statement of
a  material  fact  or omit  to  state a  material  fact  necessary  to make  the
statements made, in light of the circumstances  under which such statements were
made, not misleading with respect to the period covered by this report;

(3)  Based on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

(4)  The  registrant's  other  certifying  officer  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

          (a) Designed such disclosure  controls and procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

          (b) [Omitted in reliance on SEC Release No. 33-8238;  34-47986 Section
          III.E.]

          (c)  Evaluated  the  effectiveness  of  the  registrant's   disclosure
          controls and procedures  and presented in this report our  conclusions
          about the  effectiveness of the disclosure  controls and procedures as
          of the  end of the  period  covered  by  this  report  based  on  such
          evaluation; and

          (d) Disclosed in this report any change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting;

(5) The registrant's other certifying officer and I have disclosed, based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

          (a) All significant deficiencies and material weaknesses in the design
          or operation of internal  control over financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

          (b) Any fraud,  whether or not material,  that involves  management or
          other  employees  who  have a  significant  role  in the  registrant's
          internal control over financial reporting.

Date:    November 14, 2003

                                                  /s/ Michael T. Dan
                                                  -----------------------------
                                                  Michael T. Dan
                                                  Chief Executive Officer
                                                  (Principal Executive Officer)

                                                                   EXHIBIT 31.2

                            Section 302 Certification

I, Robert T. Ritter,  Vice  President  and Chief  Financial  Officer  (Principal
Financial Officer) of The Brink's Company, certify that:

(1) I have  reviewed  this  Quarterly  Report on Form 10-Q for the quarter ended
September 30, 2003 of The Brink's Company;

(2) Based on my knowledge,  this report does not contain any untrue statement of
a  material  fact  or omit  to  state a  material  fact  necessary  to make  the
statements made, in light of the circumstances  under which such statements were
made, not misleading with respect to the period covered by this report;

(3)  Based on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

(4)  The  registrant's  other  certifying  officer  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

          (a) Designed such disclosure  controls and procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

          (b) [Omitted in reliance on SEC Release No. 33-8238;  34-47986 Section
          III.E.]

          (c)  Evaluated  the  effectiveness  of  the  registrant's   disclosure
          controls and procedures  and presented in this report our  conclusions
          about the  effectiveness of the disclosure  controls and procedures as
          of the  end of the  period  covered  by  this  report  based  on  such
          evaluation; and

          (d) Disclosed in this report any change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting;

(5) The registrant's other certifying officer and I have disclosed, based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

          (a) All significant deficiencies and material weaknesses in the design
          or operation of internal  control over financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

          (b) Any fraud,  whether or not material,  that involves  management or
          other  employees  who  have a  significant  role  in the  registrant's
          internal control over financial reporting.

Date:    November 14, 2003

                                      /s/ Robert T. Ritter
                                      ------------------------------------------
                                      Robert T. Ritter,
                                      Vice President and Chief Financial Officer
                                      (Principal Financial Officer)

                                                                   EXHIBIT 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report on Form 10-Q of The Brink's Company
(the  "Company")  for the period  ending  September  30,  2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Michael
T. Dan, Chief Executive Officer of the Company,  certify,  pursuant to 18 U.S.C.
ss.  1350,  as adopted  pursuant to ss. 906 of the  Sarbanes-Oxley  Act of 2002,
that:

     (1) the Report fully  complies  with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2)  the  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.

/s/ Michael T. Dan
- -----------------------------
Michael T. Dan
Chief Executive Officer
(Principal Executive Officer)

November 14, 2003

                                                                 EXHIBIT 32.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report on Form 10-Q of The Brink's Company
(the  "Company")  for the period  ending  September  30,  2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),  I, Robert
T. Ritter,  Vice  President and Chief  Financial  Officer  (Principal  Financial
Officer) of the Company,  certify,  pursuant to 18 U.S.C.  ss. 1350,  as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) the Report fully  complies  with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended; and

     (2)  the  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.

/s/ Robert T. Ritter
- ------------------------------------------
Robert T. Ritter
Vice President and Chief Financial Officer
(Principal Financial Officer)

November 14, 2003