AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 10, 1995.
                                                    REGISTRATION NO. 33-
________________________________________________________________________________
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                    FORM S-4
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                              THE PITTSTON COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                            ------------------------

           VIRGINIA                    1221, 1222, 4731, 5052,                      54-1317776
(STATE OR OTHER JURISDICTION OF          5085, 7381 AND 7382           (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)       (PRIMARY STANDARD INDUSTRIAL
                                     CLASSIFICATION CODE NUMBERS)

 
                            100 FIRST STAMFORD PLACE
                          STAMFORD, CONNECTICUT 06902
                                 (203) 978-5200
              (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
       INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
 
                              AUSTIN F. REED, ESQ.
                 VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                              THE PITTSTON COMPANY
                            100 FIRST STAMFORD PLACE
                          STAMFORD, CONNECTICUT 06902
                                 (203) 978-5211
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                            ------------------------
 
                  PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:
 
                             DAVID G. ORMSBY, ESQ.
                            CRAVATH, SWAINE & MOORE
                               825 EIGHTH AVENUE
                            NEW YORK, NEW YORK 10019
                            ------------------------
 
     APPROXIMATE  DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after approval by shareholders.
     If the  securities being  registered on  this  form are  to be  offered  in
connection  with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
                            ------------------------
 
                        CALCULATION OF REGISTRATION FEE

                                                         PROPOSED
                                                         MAXIMUM        PROPOSED MAXIMUM      AMOUNT OF
    TITLE OF EACH CLASS OF          AMOUNT TO BE      OFFERING PRICE        AGGREGATE        REGISTRATION
 SECURITIES TO BE REGISTERED       REGISTERED(1)       PER SHARE(2)     OFFERING PRICE(2)       FEE(2)
                                                                                 
Pittston Brink's Group
  Common Stock, par value
  $1.00 per share.............   42,000,000 shares        --                 --                $ 100.00
Pittston Burlington Group
  Common Stock, par value
  $1.00 per share.............   21,500,000 shares        --                 --                  --

(1) If the Brink's Stock Proposal described herein is approved by  shareholders,
    shares  of the  Registrant's existing  Services Stock,  par value  $1.00 per
    share (the 'Services Stock'), will be redesignated as Pittston Brink's Group
    Common Stock  and  the shares  of  Pittston Burlington  Common  Stock  being
    registered will be distributed to holders of the Services Stock on the basis
    of  one-half of one  share for each  share of such  Services Stock held. The
    amount being registered, which is based on the 41,573,743 shares of Services
    Stock issued and outstanding at September  30, 1995, is subject to  possible
    increase  or decrease  due to any  change in  the number of  such issued and
    outstanding shares  of Services  Stock  between October  10, 1995,  and  the
    effectiveness   of  the  Brink's  Stock  Proposal  and  includes  aggregated
    fractional shares of Pittston Burlington Group Common Stock that may be sold
    by brokers and nominees.
(2) The shares  will  be  distributed  to  shareholders  without  consideration.
    Accordingly,  pursuant to  Section 6(b) of  the Securities Act  of 1933, the
    amount of the Registration  Fee is $100.  The Registrant has  simultaneously
    paid  a filing fee  of $125 upon  filing of the  Proxy Statement included in
    this Registration Statement. In accordance with Rule 0-11 (a) (2) under  the
    Securities Exchange Act of 1934, the above fee is reduced by the fee paid in
    connection with the filing of the Proxy Statement.
                            ------------------------
 
     THE  REGISTRANT HEREBY AMENDS  THIS REGISTRATION STATEMENT  ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A  FURTHER  AMENDMENT  WHICH SPECIFICALLY  STATES  THAT  THIS  REGISTRATION
STATEMENT  SHALL THEREAFTER BECOME EFFECTIVE IN  ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT  OF 1933  OR UNTIL  THE REGISTRATION  STATEMENT SHALL  BECOME
EFFECTIVE  ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
 
________________________________________________________________________________

                              THE PITTSTON COMPANY
                       CROSS REFERENCE SHEET TO FORM S-4
                                     PART I
                     INFORMATION REQUIRED IN THE PROSPECTUS

                                                                                   LOCATION OR HEADING IN
                            ITEM OF FORM S-4                                     PROXY STATEMENT/PROSPECTUS
- -------------------------------------------------------------------------  ---------------------------------------

A. INFORMATION ABOUT THE TRANSACTION
       1.  Forepart of Registration Statement and Outside Front Cover
             Page of Prospectus..........................................  Facing Page; Cross-Reference Sheet;
                                                                             Outside Front Cover Page and Page 2
                                                                             of Proxy Statement/Prospectus
       2.  Inside Front and Outside Back Cover Pages of Prospectus.......  Available Information; Incorporation of
                                                                             Certain Documents by Reference; Table
                                                                             of Contents
       3.  Risk Factors, Ratio of Earnings to Fixed Charges and Other
             Information.................................................  Outside Front Cover Page; Proxy
                                                                             Statement Summary; Summary Comparison
                                                                             of Terms of Existing Common Stock
                                                                             with Terms of Brink's Stock,
                                                                             Burlington Stock and Minerals Stock;
                                                                             Price Range of Services Stock and
                                                                             Minerals Stock and Dividends;
                                                                             Pittston Brink's Group -- Selected
                                                                             Financial Data; Pittston Burlington
                                                                             Group -- Selected Financial Data; The
                                                                             Pittston Company and
                                                                             Subsidiaries -- Selected Financial
                                                                             Data
       4.  Terms of the Transaction......................................  Proxy Statement Summary; Summary
                                                                             Comparison of Terms of Existing
                                                                             Common Stock with Terms of Brink's
                                                                             Stock, Burlington Stock and Minerals
                                                                             Stock
       5.  Pro Forma Financial Information...............................  Pittston Brink's Group -- Selected
                                                                             Financial Data; Pittston Burlington
                                                                             Group -- Selected Financial Data;
                                                                             Pittston Brink's Group -- Financial
                                                                             Information -- (Annex V); Pittston
                                                                             Burlington Group -- Financial
                                                                             Information (Annex VII)
       6.  Material Contracts with the Company Being Acquired............                     *
       7.  Additional Information Required for Reoffering by Persons and
             Parties Deemed to be Underwriters...........................                     *
       8.  Interests of Named Experts and Counsel........................  Experts; Legal Opinions
       9.  Disclosure of Commission Position on Indemnification for
             Securities Act Liabilities..................................                     *
 
- ------------
  *  Omitted because the answer is negative or the Item is not applicable.

                                                                                   LOCATION OR HEADING IN
                            ITEM OF FORM S-4                                     PROXY STATEMENT/PROSPECTUS
- -------------------------------------------------------------------------  ---------------------------------------
                                                                         
B. INFORMATION ABOUT THE REGISTRANT
      10.  Information with Respect to S-3 Registrants...................  Available Information; Incorporation of
                                                                             Certain Documents by Reference;
                                                                             Pittston Brink's Group -- Financial
                                                                             Information (Annex V); Pittston
                                                                             Burlington Group -- Financial
                                                                             Information (Annex VII); The Pittston
                                                                             Company and Subsidiaries --
                                                                             Consolidated Financial Information
                                                                             (Annex IX)
      11.  Incorporation of Certain Information by Reference.............  Available Information; Incorporation of
                                                                             Certain Documents by Reference
      12.  Information with Respect to S-2 or S-3 Registrants............                     *
      13.  Incorporation of Certain Information by Reference.............                     *
      14.  Information with Respect to Registrants Other Than S-3 or S-2
             Registrants.................................................                     *
 
C. INFORMATION ABOUT THE COMPANY BEING ACQUIRED
      15.  Information with Respect to S-3 Companies.....................                     *
      16.  Information with Respect to S-2 or S-3 Companies..............                     *
      17.  Information with Respect to Companies Other Than S-3 or S-2
             Companies...................................................                     *
 
D. VOTING AND MANAGEMENT INFORMATION
      18.  Information if Proxies, Consents or Authorizations are to be
             Solicited...................................................  Outside Front Cover Page; Incorporation
                                                                             of Certain Documents by Reference;
                                                                             Proxy Statement Summary; General;
                                                                             Other Information
      19.  Information if Proxies, Consents or Authorizations are not to
             be Solicited or in an Exchange Offer........................                     *
 
- ------------

*  Omitted because the answer is negative or the Item is not applicable.

INFORMATION   CONTAINED  HEREIN  IS  SUBJECT   TO  COMPLETION  OR  AMENDMENT.  A
REGISTRATION STATEMENT  RELATING TO  THESE SECURITIES  HAS BEEN  FILED WITH  THE
SECURITIES  AND EXCHANGE  COMMISSION. THESE SECURITIES  MAY NOT BE  SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR  TO THE TIME THE REGISTRATION STATEMENT  BECOMES
EFFECTIVE.  THIS  PROSPECTUS  SHALL  NOT  CONSTITUTE AN  OFFER  TO  SELL  OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE  SECURITIES
IN  ANY STATE IN WHICH SUCH OFFER,  SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
 
                   SUBJECT TO COMPLETION -- OCTOBER 10, 1995
                                PRELIMINARY COPY

                                                            
[PITTSTON Logo]                                         The Pittston Company
JOSEPH C. FARRELL                                       100 First Stamford Place
Chairman and Chief Executive Officer                    P.O. Box 120070
                                                        Stamford, CT 06912-0070

                                                               November   , 1995
 
To Our Shareholders:
 
     You are  cordially  invited  to  attend a  special  meeting  of  Pittston's
shareholders  to be held at the  Company's executive offices, 100 First Stamford
Place, Seventh Floor, Stamford, Connecticut, on                   , December   ,
1995, at 10:00 a.m., Eastern Standard Time.
 
     At the meeting  you will be  asked to  consider and approve  a proposal  to
redesignate the Company's Services Stock as Pittston Brink's Group Common Stock,
on  a share-for-share basis, establish a new class of Common Stock designated as
Pittston Burlington Group  Common Stock  and distribute to  existing holders  of
Services  Stock one-half of  one share of Burlington  Stock for each outstanding
share of  Services  Stock (the  'Brink's  Stock Proposal').  Brink's  Stock  and
Burlington  Stock  are  intended  to reflect  the  separate  performance  of the
Company's security services and home security businesses in the case of  Brink's
Stock,  and the Company's global freight transportation and logistics management
services business in the case of the Burlington Stock.
 
     Adoption of the Brink's  Stock Proposal also would  increase the number  of
shares of authorized Common Stock from 120 million to 170 million, consisting of
100  million shares of Brink's Stock, 50  million shares of Burlington Stock and
20 million shares of Minerals Stock. Holders of Minerals Stock will not  receive
any  shares of Burlington  Stock in the transaction.  THE BRINK'S STOCK PROPOSAL
WILL NOT  ALTER MINERALS  STOCK  (OR THE  PITTSTON  MINERALS GROUP)  EXCEPT  FOR
CERTAIN  ADJUSTMENTS DESIGNED TO CONFORM THE TERMS  OF THE MINERALS STOCK TO THE
EXISTENCE OF BRINK'S STOCK AND BURLINGTON STOCK AND IS DESIGNED NOT TO HAVE  ANY
ADVERSE EFFECT ON THE HOLDERS OF MINERALS STOCK. THE BRINK'S STOCK PROPOSAL WILL
ALSO  HAVE NO EFFECT ON THE COMPANY'S PREFERRED STOCK UNLESS THE PREFERRED STOCK
IS CONVERTED AFTER  AN EXCHANGE OF  MINERALS STOCK FOR  BRINK'S STOCK, IN  WHICH
CASE  A  HOLDER OF  PREFERRED STOCK  WOULD, UPON  CONVERSION, RECEIVE  SHARES OF
BRINK'S STOCK IN LIEU OF MINERALS STOCK OTHERWISE ISSUABLE UPON SUCH CONVERSION.
 
     The Brink's Stock  Proposal is  intended to  provide Services  shareholders
with separate securities reflecting the two major business groups comprising the
Pittston  Services Group. Services shareholders would have the ability to retain
or sell either or both securities depending on their investment objectives.  The
Brink's  Stock  Proposal  preserves  the benefit  for  holders  of  Services and
Minerals Stocks and the  Preferred Stock of remaining  a single corporation  and
the Company's ability to implement future restructuring options. A short summary
of  the Brink's  Stock Proposal  commences on page  5 of  the accompanying proxy
statement.
 
     If the Brink's  Stock Proposal  is adopted  by shareholders,  the Board  of
Directors  currently intends  to pay  dividends on  Brink's Stock  at an initial
annual rate of $0.10 per share and on Burlington Stock at an initial annual rate
of $0.24 per share,  payable quarterly, which would  be equivalent to an  annual
dividend  of $0.22 per share of Services Stock. The Board expects to continue to
pay a quarterly dividend at the annual  rate of $0.65 per share on the  Minerals
Stock and regular quarterly dividends on the Company's Preferred Stock.

     Under  the Virginia  Stock Corporation Act  and the  Company's Charter, the
Brink's Stock Proposal  must be approved  by (i) a  majority of the  outstanding
shares  of Services Stock  and Minerals Stock  voting as a  single class, (ii) a
majority of the outstanding shares of  Services Stock voting as a single  class,
(iii)  two-thirds of the outstanding shares of Minerals Stock voting as a single
class and (iv) a majority of the outstanding shares of Preferred Stock voting as
a single class. EVERY VOTE IS IMPORTANT. AFTER CAREFUL CONSIDERATION, THE  BOARD
OF   DIRECTORS  HAS  UNANIMOUSLY  APPROVED  THE  PROPOSAL  AND  RECOMMENDS  THAT
SHAREHOLDERS VOTE FOR THE PROPOSAL.
 
     It is important that you vote, and you are urged to complete, sign and date
the enclosed  proxy  card  or  cards  and mail  it  or  them  at  your  earliest
convenience in the return envelope provided.
 
     Your prompt cooperation will be greatly appreciated.
 
                                          Sincerely,
                                          J. FARRELL

                                    PITTSTON
 
                         ------------------------------
                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                          TO BE HELD DECEMBER   , 1995
                         ------------------------------
 
     NOTICE  IS  HEREBY GIVEN  that  a special  meeting  of shareholders  of THE
PITTSTON COMPANY will  be held on         , December    , 1995,  at 10:00  a.m.,
Eastern  Standard Time, at  the Company's executive  offices, 100 First Stamford
Place, Seventh Floor, Stamford, Connecticut, for the following purposes:
 
          1. To consider  the Brink's  Stock Proposal which,  if approved, would
     constitute  (a) the adoption of certain amendments to the Restated Articles
     of Incorporation of  the Company  (i) increasing  the number  of shares  of
     authorized  common stock from 120 million to 170 million, consisting of 100
     million shares of Pittston Brink's Group Common Stock, par value $1.00  per
     share  ('Brink's Stock'),  50 million  shares of  Pittston Burlington Group
     Common Stock par value $1.00 per share ('Burlington Stock') and 20  million
     shares  of Pittston Minerals Group Common  Stock, par value $1.00 per share
     ('Minerals Stock'), (ii) redesignating  each outstanding share of  Pittston
     Services  Group Common Stock, par value  $1.00 per share ('Services Stock')
     as  a  share  of  Brink's   Stock,  (iii)  establishing  the   preferences,
     limitations  and relative  rights of the  Brink's Stock  and the Burlington
     Stock, (iv) modifying certain provisions  of the Company's $31.25 Series  C
     Cumulative  Convertible Preferred Stock to conform  to the existence of the
     Brink's Stock and the Burlington Stock and (v) adjusting the current voting
     and liquidation rights of the Minerals Stock to assure their  proportionate
     continuation immediately following the transaction; (b) the approval of the
     distribution  of Burlington Stock  to the holders of  Services Stock on the
     basis of one-half  of one share  of Burlington Stock  for each  outstanding
     share of Services Stock; and (c) the adoption of certain related amendments
     to,  and the  approval of  certain actions  adjusting, the  Company's stock
     option and employee benefit plans and outstanding stock options.
 
          2. To transact  such other business  as may properly  come before  the
     meeting or any adjournment thereof.
 
     The  close of business on November    , 1995, has  been fixed as the record
date for determining the shareholders entitled to  notice of and to vote at  the
meeting.
 
     If  you  do not  expect to  attend  the special  meeting in  person, please
complete, date and sign the enclosed proxy  or proxies and return it or them  in
the enclosed envelope, which requires no postage if mailed in the United States.
Prompt response is helpful and your cooperation will be appreciated.
 
                                          AUSTIN F. REED
                                          Secretary
 
November   , 1995
 
     YOUR  VOTE  IS IMPORTANT.  PLEASE MARK,  SIGN AND  DATE THE  ENCLOSED PROXY
CARD(S) AND RETURN IT OR THEM IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU  PLAN
TO  ATTEND THE SPECIAL  MEETING. IF YOU  RECEIVE MORE THAN  ONE PROXY, PLEASE BE
SURE TO COMPLETE AND RETURN EACH OF THEM.

                               TABLE OF CONTENTS

                                                                                                       PAGE
                                                                                                     ---------

Proxy Statement and Prospectus....................................................................   1
     Available Information........................................................................   3
     Incorporation of Certain Documents by Reference..............................................   3
     Proxy Statement Summary......................................................................   5
     Special Meeting..............................................................................   5
     The Brink's Stock Proposal...................................................................   5
     Summary Comparison of Terms of Existing Common Stock with Terms of Brink's Stock, Burlington
      Stock and Minerals Stock....................................................................   12
     Price Range of Services Stock and Minerals Stock and Dividends...............................   15
     Pittston Brink's Group -- Selected Financial Data............................................   16
     Pittston Burlington Group -- Selected Financial Data.........................................   18
     The Pittston Company and Subsidiaries -- Selected Financial Data.............................   20
     General......................................................................................   23
     The Brink's Stock Proposal...................................................................   23
          General.................................................................................   23
          Reasons for the Brink's Stock Proposal..................................................   25
          Recommendation of the Board.............................................................   26
          Risk Factors............................................................................   26
          Dividend Policy.........................................................................   31
          Description of Brink's Stock, Burlington Stock and Minerals Stock.......................   31
          Certain Management Policies.............................................................   37
          Accounting Matters and Policies.........................................................   38
          Stock Transfer Agent and Registrar......................................................   39
          Stock Exchange Listings.................................................................   39
          Dissenters' Rights......................................................................   39
          Financial Advisor.......................................................................   39
          Certain Federal Income Tax Considerations...............................................   39
          Amendments to Stock Option and Employee Benefit Plans and Adjustments to Outstanding
          Options.................................................................................   40
          Effects on Preferred Stock..............................................................   42
          Amended and Restated Rights Agreement...................................................   42
          Possible Antitakeover Effects...........................................................   44
     Other Information............................................................................   45
     Experts......................................................................................   45
     Legal Opinions...............................................................................   46
ANNEX I       -- Glossary of Certain Terms........................................................   I-1
ANNEX II      -- Articles of Amendment to the Restated Articles of Incorporation of The Pittston
                   Company........................................................................   II-1
ANNEX III-A   -- Amendments to the Non-Employee Directors' Stock Option Plan......................   III-A-1
ANNEX III-B   -- Amendments to the 1988 Stock Option Plan.........................................   III-B-1
ANNEX IV      -- Pittston Brink's Group -- Description of Business................................   IV-1
ANNEX V       -- Pittston Brink's Group -- Financial Information..................................   V-1
ANNEX VI      -- Pittston Burlington Group -- Description of Business.............................   VI-1
ANNEX VII     -- Pittston Burlington Group -- Financial Information...............................   VII-1
ANNEX VIII    -- The Pittston Company and Subsidiaries -- Description of Business.................   VIII-1
ANNEX IX      -- The Pittston Company and Subsidiaries -- Consolidated Financial Information......   IX-1

INFORMATION   CONTAINED  HEREIN  IS  SUBJECT   TO  COMPLETION  OR  AMENDMENT.  A
REGISTRATION STATEMENT  RELATING TO  THESE SECURITIES  HAS BEEN  FILED WITH  THE
SECURITIES  AND EXCHANGE  COMMISSION. THESE SECURITIES  MAY NOT BE  SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR  TO THE TIME THE REGISTRATION STATEMENT  BECOMES
EFFECTIVE.  THIS  PROSPECTUS  SHALL  NOT  CONSTITUTE AN  OFFER  TO  SELL  OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE  SECURITIES
IN  ANY STATE IN WHICH SUCH OFFER,  SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
 
                   SUBJECT TO COMPLETION -- OCTOBER 10, 1995
 
                                PRELIMINARY COPY
 
                              THE PITTSTON COMPANY
                         PROXY STATEMENT AND PROSPECTUS
                            100 FIRST STAMFORD PLACE
                                P.O. BOX 120070
                            STAMFORD, CT 06912-0070
                                 (203) 978-5200
                            ------------------------
 
                   SPECIAL MEETING OF SHAREHOLDERS TO BE HELD
                     AT 10:00 A.M., EASTERN STANDARD TIME,
                       ON             , DECEMBER   , 1995
                            ------------------------
 
     This Proxy  Statement and  Prospectus  (hereinafter 'Proxy  Statement')  is
being  furnished  to  the  shareholders  of  The  Pittston  Company,  a Virginia
corporation ('Pittston' or the 'Company'),  in connection with the  solicitation
of  proxies by  the Board  of Directors  of Pittston  ('Board') from  holders of
outstanding shares of Pittston Services Group Common Stock, par value $1.00  per
share  ('Services Stock'), Pittston Minerals Group Common Stock, par value $1.00
per share ('Minerals Stock'), and from the beneficial owners of Pittston  $31.25
Series  C Cumulative  Convertible Preferred  Stock, par  value $10.00  per share
('Preferred Stock'), for use at the Special Meeting of Shareholders of  Pittston
to  be held at 10:00 a.m., Eastern Standard Time, on              , December   ,
1995, and at  any adjournment thereof  (the 'Meeting'). A  Glossary showing  the
pages  on  which certain  terms  used in  this  Proxy Statement  are  defined is
attached as Annex I.
 
     Holders of Services Stock, Minerals Stock and Preferred Stock will be asked
at the Meeting  to vote  upon a  proposal to  change the  capitalization of  the
Company  (the  'Brink's  Stock  Proposal'). Under  the  Brink's  Stock Proposal,
Services Stock will be redesignated as Pittston Brink's Group Common Stock,  par
value  $1.00 per share ('Brink's Stock'), on  a share-for-share basis, and a new
class of common stock designated as Pittston Burlington Group Common Stock,  par
value  $1.00 per share  ('Burlington Stock'), will  be authorized and thereafter
distributed to  holders of  Services Stock  on the  Effective Date  (as  defined
below)  in the  ratio of  one half  of one  share of  Burlington Stock  for each
outstanding share of Services Stock. The  Brink's Stock Proposal will not  alter
Minerals  Stock or the Pittston Minerals Group  (as defined below) or the rights
of holders of Minerals Stock except  as otherwise described herein with  respect
to  certain adjustments designed to  conform the terms of  the Minerals Stock to
the existence of Brink's Stock and Burlington Stock and the continuing  periodic
adjustments  to the  voting rights  of the  Minerals Stock.  Holders of Minerals
Stock will not  receive any shares  of Burlington Stock  in connection with  the
transaction.  If the  Brink's Stock Proposal  is approved,  the Company's Common
Stock will consist of three classes,  viz., Brink's Stock, Burlington Stock  and
Minerals  Stock. The Brink's Stock Proposal will have no effect on the Company's
Preferred Stock  except  that if  any  Preferred  Stock is  converted  after  an
exchange of Minerals Stock for Brink's Stock, the holder of such Preferred Stock
would,  upon conversion, receive  shares of Brink's  Stock in lieu  of shares of
Minerals Stock otherwise issuable upon such conversion.
 
     Brink's Stock  and Burlington  Stock  are designed  to provide  holders  of
Services  Stock  with  separate  securities  reflecting  the  different business
activities of the Company's Services  Group ('Pittston Services Group')  without
diminishing  to  holders of  Services  Stock or  holders  of Minerals  Stock the
benefits of remaining  a single  corporation or  precluding future  transactions
affecting  the  Company  or any  Group  (as  defined below).  Brink's  Stock and
Burlington Stock  are  designed  to  reflect the  separate  performance  of  the
Company's  security  services and  home  security businesses  ('Pittston Brink's
Group'), in the  case of Brink's  Stock, and global  freight transportation  and
logistics  management services businesses ('Pittston  Burlington Group'), in the
case of Burlington  Stock, and to  provide shareholders with  an opportunity  to
separately  evaluate and invest in  each such class of  Common Stock. Holders of
Services Stock  would  have  the  ability  to retain  or  sell  either  or  both
securities  depending on  their investment  objectives. Pittston  Brink's Group,
Pittston Burlington  Group  and  the  Company's  coal  and  minerals  businesses
('Pittston  Minerals Group') are sometimes herein  referred to individually as a
'Group' or

collectively as the 'Groups'. The Board intends to declare and pay dividends  on
Brink's  Stock and Burlington  Stock based primarily  on the earnings, financial
condition, cash flow  and business  requirements of Pittston  Brink's Group  and
Pittston  Burlington Group, respectively. Future dividends will be payable when,
as and if declared by the Board on the Brink's Stock and/or the Burlington Stock
out of all  funds of the  Company legally available  therefor. The Company  will
separately  report the financial results of  Pittston Brink's Group and Pittston
Burlington Group and will continue to separately report the financial results of
Pittston Minerals Group. The  redesignation of Services  Stock as Brink's  Stock
and  the distribution  of Burlington  Stock will not  result in  any transfer of
assets and liabilities of the Company  or any of its subsidiaries.  Descriptions
of  the  businesses of  Pittston Brink's  Group,  Pittston Burlington  Group and
Pittston Minerals Group are set forth in Annexes IV, VI and VIII, respectively.
 
     The Company has most recently paid  dividends on its Services Stock at  the
annual rate of $0.20 per share, payable quarterly. If the Brink's Stock Proposal
is  adopted, the Board currently intends to pay dividends on Brink's Stock at an
initial annual rate of  $0.10 per share  and on Burlington  Stock at an  initial
annual  rate of $0.24 per share, payable quarterly, which would be equivalent to
an annual  dividend  of  $0.22 per  share  of  Services Stock.  Subject  to  the
continued  availability of an Available Minerals  Dividend Amount (as defined in
the  Company's   Restated   Articles   of  Incorporation   (the   'Articles   of
Incorporation')  --  see Annex  II),  the Board  expects  to continue  to  pay a
quarterly dividend at the annual rate of $0.65 per share on the Minerals  Stock.
Beneficial  owners of  the Company's  Preferred Stock  will continue  to receive
quarterly dividends at the annual rate of $3.125 per share.
 
     Initially, holders of  Brink's Stock, Burlington  Stock and Minerals  Stock
will  have approximately  55%, 28%  and 17%,  respectively, of  the total voting
power of all  the outstanding  shares of all  classes of  common stock.  Brink's
Stock  will have  one vote per  share at  all times. Upon  implementation of the
proposal, Burlington Stock will have one vote per share, and Minerals Stock will
have 1.5 votes per share. Commencing January 1, 1996, the relative voting rights
of the Burlington Stock and the Minerals Stock will be adjusted every two  years
in  such a manner that  each class' share of the  aggregate voting power at such
time will  be equal  to that  class'  share of  the Company's  aggregate  market
capitalization  at such time.  In the event  of the liquidation  of the Company,
holders of Brink's  Stock, Burlington  Stock and Minerals  Stock will  initially
share  on a  per share  basis an  aggregate amount  equal to  55%, 28%  and 17%,
respectively, of  the  funds,  if  any, remaining  for  distribution  to  common
shareholders,  subject to adjustment based on  relative changes in the number of
shares of such classes as more  fully described herein. These features, as  well
as  other  factors, are  discussed  under 'The  Brink's  Stock Proposal  -- Risk
Factors'.
 
     The Board has adopted a resolution, subject to approval by the shareholders
of the Brink's Stock Proposal,  authorizing the redesignation of Services  Stock
as  Brink's  Stock and  declaring a  distribution of  one half  of one  share of
Burlington Stock  on each  outstanding share  of Services  Stock to  holders  of
record  of Services Stock at  the close of business  on the date (the 'Effective
Date')  on  which  the  State  Corporation  Commission  of  Virginia  issues   a
certificate  of  amendment  with  respect  to  the  Articles  of  Amendment (the
'Articles of  Amendment')  to  the  Articles of  Incorporation,  which  date  is
expected to be December   , 1995.
 
     The   Board  has  unanimously  approved  the  Brink's  Stock  Proposal  and
recommends that shareholders vote FOR the Proposal.
 
     There has  been no  prior market  for either  Brink's Stock  or  Burlington
Stock. Subject to shareholder approval, the New York Stock Exchange ('NYSE') has
approved   the  redesignation  of  Services  Stock  as  Brink's  Stock  and  the
distribution and  listing of  Burlington Stock,  subject to  official notice  of
issuance.
                            ------------------------
THESE  SECURITIES HAVE NOT  BEEN APPROVED OR DISAPPROVED  BY THE SECURITIES AND
 EXCHANGE  COMMISSION  OR  ANY  STATE  SECURITIES  COMMISSION  NOR  HAS   THE
   SECURITIES  AND EXCHANGE  COMMISSION OR  ANY STATE  SECURITIES COMMISSION
    PASSED UPON  THE ACCURACY  OR  ADEQUACY OF  THIS PROXY  STATEMENT.  ANY
      REPRESENTATION    TO   THE   CONTRARY   IS  A   CRIMINAL   OFFENSE.
 
                            -------------------------
 
                           Dated: November   , 1995.
 
                                       2

     NO  PERSON  IS  AUTHORIZED  TO  GIVE   ANY  INFORMATION  OR  TO  MAKE   ANY
REPRESENTATION  NOT CONTAINED  IN THIS  PROXY STATEMENT  IN CONNECTION  WITH THE
OFFERING AND SOLICITATION MADE HEREBY, AND,  IF GIVEN OR MADE, SUCH  INFORMATION
OR  REPRESENTATION SHOULD  NOT BE  RELIED UPON  AS HAVING  BEEN AUTHORIZED. THIS
PROXY STATEMENT DOES NOT CONSTITUTE  AN OFFER TO SELL,  OR A SOLICITATION OF  AN
OFFER  TO  PURCHASE, THE  SECURITIES  OFFERED BY  THIS  PROXY STATEMENT,  OR THE
SOLICITATION OF A PROXY, IN  ANY JURISDICTION OR FROM ANY  PERSON TO WHOM IT  IS
UNLAWFUL  TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROXY
STATEMENT NOR ANY DISTRIBUTION OF THE SECURITIES OFFERED PURSUANT TO THIS  PROXY
STATEMENT  SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE INFORMATION CONTAINED HEREIN OR IN THE AFFAIRS OF PITTSTON
SINCE THE DATE HEREOF.
 
                             AVAILABLE INFORMATION
 
     Pittston is subject  to the  informational requirements  of the  Securities
Exchange  Act  of 1934,  as  amended (the  'Exchange  Act'), and,  in accordance
therewith, files  reports,  proxy  statements and  other  information  with  the
Securities  and  Exchange  Commission (the  'Commission').  Such  reports, proxy
statements and  other information  filed by  the Company  can be  inspected  and
copied  at  the public  reference  facilities of  the  Commission at  Room 1024,
Judiciary Plaza,  450 Fifth  Street N.W.,  Washington, D.C.  20549, and  at  the
Commission's Regional Offices at Seven World Trade Center, Suite 1300, New York,
New  York 10048, and Northwestern Atrium  Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. Copies of such materials can be obtained  at
prescribed  rates from  the Public  Reference Section  of the  Commission at 450
Fifth Street, N.W., Washington, D.C. 20549.  Documents filed by the Company  can
also  be inspected at  the offices of the  NYSE, 20 Broad  Street, New York, New
York 10005.
 
     Pittston has filed a Registration Statement on Form S-4 (the  'Registration
Statement')  with  the Commission  pursuant to  the Securities  Act of  1933, as
amended (the  'Securities  Act'),  covering  the shares  of  Brink's  Stock  and
Burlington  Stock issuable in  connection with the  Brink's Stock Proposal. This
Proxy Statement, which also constitutes the Prospectus of Pittston filed as part
of the Registration Statement, does not contain all the information set forth in
the Registration  Statement and  the  exhibits thereto,  to which  reference  is
hereby  made. The principal office of Pittston  is located at 100 First Stamford
Place, Stamford, Connecticut 06902 (telephone (203) 978-5200).
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     The following documents filed by  the Company with the Commission  pursuant
to  Section 13 of the Exchange Act are incorporated herein by reference: (i) the
Annual Report on Form 10-K for the year ended December 31, 1994 (the '1994  Form
10-K'),  (ii) the Quarterly Reports on Form 10-Q for the quarters ended March 31
and June 30, 1995 and (iii) the Current Report on Form 8-K dated as of September
15, 1995.
 
     All reports and other documents filed  by the Company pursuant to  Sections
13(a),  13(c), 14 or  15(d) of the Exchange  Act subsequent to  the date of this
Proxy Statement and  prior to  the date  of the Meeting  shall be  deemed to  be
incorporated by reference herein and to be a part hereof from the date of filing
of  such reports  and other  documents. Any statement  contained herein  or in a
document incorporated or deemed to be incorporated by reference herein shall  be
deemed to be modified or superseded for purposes of this Proxy Statement, to the
extent  that a  statement contained  herein or  in any  other subsequently filed
document which also is  incorporated or deemed to  be incorporated by  reference
herein  modifies or supersedes such statement. Any such statement so modified or
superseded shall  not  be  deemed,  except as  so  modified  or  superseded,  to
constitute a part of this Proxy Statement.
 
                                       3

     THE  COMPANY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING
ANY BENEFICIAL HOLDER, TO WHOM A PROXY STATEMENT IS DELIVERED, ON THE WRITTEN OR
ORAL REQUEST  OF  SUCH  PERSON,  A  COPY  OF  ANY  OR  ALL  OF  THE  INFORMATION
INCORPORATED  BY  REFERENCE IN  THIS PROXY  STATEMENT  (INCLUDING THE  1994 FORM
10-K), OTHER  THAN  EXHIBITS  TO  SUCH INFORMATION  (UNLESS  SUCH  EXHIBITS  ARE
SPECIFICALLY  INCORPORATED  BY REFERENCE  INTO THE  INFORMATION THAT  THIS PROXY
STATEMENT INCORPORATES). REQUESTS FOR SUCH  COPIES SHOULD BE DIRECTED TO  AUSTIN
F.  REED, VICE PRESIDENT,  GENERAL COUNSEL AND  SECRETARY, THE PITTSTON COMPANY,
100 FIRST  STAMFORD PLACE,  P.O. BOX  120070, STAMFORD,  CONNECTICUT  06912-0070
(TELEPHONE  (203) 978-5200). IN ORDER TO  ALLOW TIMELY DELIVERY OF THE DOCUMENT,
ANY REQUEST SHOULD BE MADE BY NOVEMBER   , 1995.
 
                            ------------------------
     If you require additional copies of the Proxy Statement or the Proxy  Card,
please contact Kissel-Blake Inc. at 1-800-554-7733 (toll free).
 
                                       4

                            PROXY STATEMENT SUMMARY
 
     The  following is a  summary of certain  information contained elsewhere in
this Proxy Statement. Reference is made to, and this Summary is qualified in its
entirety by,  the  more  detailed  information  contained,  or  incorporated  by
reference,  in this  Proxy Statement  and the  Annexes hereto.  Unless otherwise
defined herein,  capitalized terms  used  in this  Summary have  the  respective
meanings  ascribed  to  them  elsewhere  in  this  Proxy  Statement.  See  Annex
I --  Glossary of  Certain Terms.  Shareholders  are urged  to read  this  Proxy
Statement and the Annexes hereto in their entirety.
 
                                SPECIAL MEETING

                                            
DATE, TIME AND PLACE OF MEETING..............  The  Special  Meeting of  Shareholders will  be held  on         ,
                                                 December   , 1995, at 10:00 a.m., Eastern Standard Time, in  the
                                                 Company's  executive offices, Seventh  Floor, 100 First Stamford
                                                 Place, Stamford, Connecticut.
PROPOSAL TO BE CONSIDERED AT THE MEETING.....  The Brink's Stock Proposal will be the only proposal considered at
                                                 the Meeting.
MEETING RECORD DATE..........................  November   , 1995 (the 'Record Date').
VOTING.......................................  Each holder of Services Stock,  each holder of Minerals Stock  and
                                                 each beneficial owner of Preferred Stock is entitled to one vote
                                                 for each share held of record or beneficially owned, as the case
                                                 may  be, at  the close  of business  on November     , 1995. The
                                                 affirmative vote of the following  groups of the holders of  the
                                                 Company's  securities  are  each required  for  approval  of the
                                                 Brink's Stock Proposal:
                                                    (1) holders  of  a  majority of  the  outstanding  shares  of
                                                        Services  Stock  and Minerals  Stock  voting as  a single
                                                        class;
                                                    (2) holders  of  a  majority of  the  outstanding  shares  of
                                                        Services Stock voting as a single class;
                                                    (3)  holders  of  two-thirds  of  the  outstanding  shares of
                                                        Minerals Stock voting as a single class; and
                                                    (4) holders  of  a  majority of  the  outstanding  shares  of
                                                        Preferred Stock voting as a single class.
 
                                           THE BRINK'S STOCK PROPOSAL
GENERAL......................................  The  shareholders of the Company are  being asked to vote in favor
                                                 of the Brink's Stock Proposal which, if approved, would have the
                                                 following effects (collectively, the 'Transaction'):
                                                     amend the Company's  Articles of  Incorporation to  increase
                                                     the  shares of authorized  common stock from  120 million to
                                                     170 million,  consisting of  100 million  shares of  Brink's
                                                     Stock,  50 million shares of Burlington Stock and 20 million
                                                     shares of Minerals Stock;
                                                     amend  the  Company's  Articles  of  Incorporation  to  make
                                                     certain  adjustments to  the rights  of holders  of Minerals
                                                     Stock with  respect to  voting, exchanges  and  liquidation,
                                                     including initially increasing the number of votes per share
                                                     of  Minerals Stock from one vote  per share to 1.5 votes per
                                                     share (which  adjustment  is  intended to  ensure  that  the
                                                     holders  of Minerals  Stock have  the same  aggregate voting
                                                     power   immediately   following   implementation   of    the
                                                     Transaction as they did prior thereto);
                                                     redesignate  each outstanding share of Services Stock as one
                                                     share of Brink's Stock;

                                       5

 

                                                     approve the distribution to holders of Services Stock of one
                                                     half of one share of  Burlington Stock for each  outstanding
                                                     share of Services Stock; and
                                                     approve  certain  related  actions  adjusting  the Company's
                                                     stock option  and  employee benefit  plans  and  outstanding
                                                     stock options.
                                               IF  THE  BRINK'S STOCK  PROPOSAL IS  NOT ADOPTED  BY SHAREHOLDERS,
                                                 SERVICES STOCK  WILL  NOT  BE  REDESIGNATED  AS  BRINK'S  STOCK,
                                                 BURLINGTON  STOCK  WILL  NOT  BE  CREATED  AND  DISTRIBUTED,  NO
                                                 AMENDMENTS TO THE  ARTICLES OF INCORPORATION  WILL BE MADE,  THE
                                                 RELATED  STOCK OPTION AND EMPLOYEE BENEFIT PLANS AND OUTSTANDING
                                                 STOCK OPTIONS WILL NOT  BE AMENDED OR  ADJUSTED PURSUANT TO  THE
                                                 BRINK'S  STOCK PROPOSAL AND THE  DIVIDEND POLICY CONTEMPLATED BY
                                                 THE BRINK'S STOCK PROPOSAL WILL NOT BE IMPLEMENTED.
REASONS FOR THE BRINK'S
  STOCK PROPOSAL.............................  Brink's Stock and  Burlington Stock  are designed  to reflect  the
                                                 separate performance of the Company's security services and home
                                                 security businesses in the case of Brink's Stock, and its global
                                                 freight   transportation   and  logistics   management  services
                                                 business in  the  case  of Burlington  Stock.  The  Proposal  is
                                                 intended to enhance shareholder value by creating two separately
                                                 traded  securities, one of which will be linked to the Company's
                                                 higher growth security services and home security business,  and
                                                 the  other will  represent a  targeted investment  in the global
                                                 transportation business. Holders of Services Stock will have the
                                                 ability to retain  or sell either  or both securities  depending
                                                 upon  their  investment objectives.  Separate  equity securities
                                                 could also afford increased flexibility to raise capital  and/or
                                                 make  acquisitions  for  the Brink's  Group  and  the Burlington
                                                 Group,   respectively,   with   an   equity   security   related
                                                 specifically  to that  Group. The  Proposal is  also designed to
                                                 create separate equity  securities which  will provide  enhanced
                                                 management incentive programs tied more directly to the business
                                                 results  and  stock  price  performance of  the  Group  in which
                                                 management is  employed. The  Proposal is  designed to  have  no
                                                 adverse  effect on the  holders of the  Company's Minerals Stock
                                                 and Preferred Stock.
RECOMMENDATION OF THE BOARD..................  THE BOARD HAS UNANIMOUSLY APPROVED THE BRINK'S STOCK PROPOSAL  AND
                                                 BELIEVES  THAT  ITS ADOPTION  IS IN  THE  BEST INTERESTS  OF THE
                                                 COMPANY AND ITS SHAREHOLDERS. ACCORDINGLY, THE BOARD  RECOMMENDS
                                                 THAT  ALL  SHAREHOLDERS VOTE  IN FAVOR  OF  THE ADOPTION  OF THE
                                                 PROPOSAL.
RISK FACTORS.................................  When evaluating the  Brink's Stock Proposal,  shareholders of  the
                                                 Company  should be aware  of the factors  set forth below, which
                                                 are more fully described in 'The Brink's Stock Proposal --  Risk
                                                 Factors'.
                                               Financial  Impacts  of One  Group Could  Affect the  Other Groups.
                                                 Although Brink's  Stock and  Burlington  Stock are  designed  to
                                                 reflect  the operations  of Pittston Brink's  Group and Pittston
                                                 Burlington Group, respectively, and Minerals Stock will continue
                                                 to reflect the operations of Pittston Minerals Group, holders of
                                                 Brink's Stock,  Burlington  Stock  and Minerals  Stock  will  be
                                                 shareholders of

                                       6

 

                                                 the  Company, which will continue to  be responsible for all its
                                                 liabilities. Financial developments  affecting Pittston  Brink's
                                                 Group, Pittston Burlington Group or Pittston Minerals Group that
                                                 affect  the  Company's  financial  condition  could  affect  the
                                                 results of operations and the  financial condition of all  three
                                                 Groups.  In addition, any net  losses of Pittston Brink's Group,
                                                 Pittston Burlington Group or Pittston Minerals Group will reduce
                                                 the legally available  funds of  the Company  available for  the
                                                 payment  of dividends on each of Brink's Stock, Burlington Stock
                                                 and Minerals Stock.  Accordingly, the  financial information  of
                                                 each  of  the  Groups  must  be  read  in  conjunction  with the
                                                 Company's consolidated financial information.
                                               In addition, since Pittston Brink's Group and Pittston  Burlington
                                                 Group   will   be  distinct   Groups  with   separate  financial
                                                 statements, an event  affecting one Group  which might not  have
                                                 been  material to Pittston Services Group could be material with
                                                 respect to that  Group and could  adversely affect that  Group's
                                                 results  of operations. Since  financial developments within one
                                                 Group can affect other Groups,  all shareholders of the  Company
                                                 could be adversely affected by any such event.
                                               No  Prior Market for  Brink's Stock or  Burlington Stock; Relative
                                                 Prices To Be Determined by  the Market. Although Services  Stock
                                                 has  been publicly traded on the NYSE since July 1993, there has
                                                 been no  prior market  for either  Brink's Stock  or  Burlington
                                                 Stock.  As  a  result,  there  can be  no  assurance  as  to the
                                                 liquidity of the trading markets  that will develop for  Brink's
                                                 Stock  or Burlington Stock or that the combined market values of
                                                 Brink's Stock  and Burlington  Stock held  by a  shareholder  of
                                                 Services Stock will equal or exceed the market value of Services
                                                 Stock   held  by   such  shareholder  prior   to  the  Company's
                                                 announcement of the Transaction, and such combined market values
                                                 could be  less than  such  market value  of Services  Stock.  In
                                                 addition, until an orderly market develops for Brink's Stock and
                                                 Burlington  Stock, their respective trading prices may fluctuate
                                                 significantly.
                                               Voting Power; Effects on Holders  of Brink's Stock and  Burlington
                                                 Stock.  When  holders  of Brink's  Stock,  Burlington  Stock and
                                                 Minerals Stock  vote  together as  a  single voting  group,  the
                                                 holders  of one class  of common stock  may be in  a position to
                                                 control the outcome of such vote if such class has more than the
                                                 required number of votes.  Initially, holders of Brink's  Stock,
                                                 Burlington Stock and Minerals Stock will have approximately 55%,
                                                 28%  and 17%, respectively, of the total voting power of all the
                                                 outstanding shares of  all classes of  common stock. The  voting
                                                 rights  of holders of Minerals Stock  will be adjusted such that
                                                 the aggregate voting power of holders of Minerals Stock will  be
                                                 unchanged  as a  result of  the Brink's  Stock Proposal. Brink's
                                                 Stock will have  one vote  per share at  all times.  Immediately
                                                 following  the consummation of the Transaction, Burlington Stock
                                                 will have one vote per share,  and Minerals Stock will have  1.5
                                                 votes per share, in either case subject to adjustment on January
                                                 1,  1996, and on January 1 every  two years thereafter in such a
                                                 manner that each class' share  of the aggregate voting power  at
                                                 such  time will be  equal to that class'  share of the Company's
                                                 aggregate  market  capitalization  at   such  time.  While   the
                                                 aggregate  voting  power of  holders of  Minerals Stock  will be
                                                 unaffected by the Brink's Stock  Proposal, such voting power  is
                                                 expected to decrease, independent

                                       7

 

                                                 of  the Brink's  Stock Proposal, on  January 1,  1996 (the first
                                                 adjustment date) based upon the current market value of Minerals
                                                 Stock relative to the current market value of Services Stock. In
                                                 addition, the voting  power of Minerals  Stock could be  further
                                                 affected in the event that the combined market values of Brink's
                                                 Stock  and Burlington Stock exceed  the market value of Services
                                                 Stock. See 'Price Range of Services Stock and Minerals Stock and
                                                 Dividends'.
                                               Subject to NYSE rules governing the issuance of additional  shares
                                                 of  any class of  common stock, no  Group voting separately will
                                                 have the right  under Virginia  law to approve  the issuance  of
                                                 additional shares of its class of common stock. Since holders of
                                                 Brink's  Stock,  Burlington Stock  and Minerals  Stock generally
                                                 vote together as a single  voting group, any issuance of  shares
                                                 of  any class  requiring shareholder  approval under  NYSE rules
                                                 will require approval  by holders of  Brink's Stock,  Burlington
                                                 Stock  and Minerals  Stock voting together.  See 'Description of
                                                 Brink's Stock, Burlington Stock and Minerals Stock -- Voting'.
                                               Fiduciary Duties  of  the  Board; No  Definitive  Precedent  Under
                                                 Virginia  Law. Under principles of  Virginia law, each member of
                                                 the Board must act  in accordance with  his good faith  business
                                                 judgment  of  the best  interests  of the  Company,  taking into
                                                 consideration the interests  of all  shareholders regardless  of
                                                 class.  However, the Company is not aware of any precedent under
                                                 Virginia law  concerning the  manner  in which  such  principles
                                                 would  be  applied  in  the  context  of  the  capital structure
                                                 contemplated by the Brink's Stock Proposal.
                                               Potential Conflicts of Interest. The existence of separate classes
                                                 of common stock of the Company  may give rise to occasions  when
                                                 the  interests of the holders of Brink's Stock, Burlington Stock
                                                 and Minerals  Stock  may  diverge  or  appear  to  diverge.  For
                                                 example,  such conflicts could arise with respect to the payment
                                                 of  dividends  on  the  respective  classes  of  common   stock,
                                                 decisions with respect to the repurchase of shares, the exchange
                                                 of  outstanding shares of Burlington Stock or Minerals Stock for
                                                 shares of  Brink's  Stock  and  the  disposition  of  assets  of
                                                 Pittston  Burlington Group, Pittston  Minerals Group or Pittston
                                                 Brink's  Group.  The  Board   will  resolve  any  conflicts   in
                                                 accordance   with  its  good  faith  business  judgment  of  the
                                                 Company's best interests.
DIVIDEND POLICY..............................  The Company has most recently paid dividends on its Services Stock
                                                 at the annual rate of $0.20 per share, payable quarterly. If the
                                                 Brink's Stock Proposal is  adopted, the Board initially  intends
                                                 to  pay dividends on Brink's Stock  at an initial annual rate of
                                                 $0.10 per share  and on  Burlington Stock at  an initial  annual
                                                 rate  of $0.24 per share, payable quarterly, which, after giving
                                                 effect to  the Transaction,  would be  equivalent to  an  annual
                                                 dividend of $0.22 per share of Services Stock. The Board has the
                                                 discretion  to  reduce these  intended dividends,  or to  pay no
                                                 dividends at all.  The Board  intends to  continue its  existing
                                                 policies   with  respect  to  the  declaration  and  payment  of
                                                 dividends on Minerals Stock.
                                               The Board intends to  declare and pay  dividends on Brink's  Stock
                                                 and   Burlington  Stock  based   primarily  upon  the  earnings,
                                                 financial condition,  cash  flow and  business  requirements  of
                                                 Pittston Brink's Group and Pittston

                                       8

 

                                                 Burlington   Group,  respectively.  Since  the  Company  remains
                                                 subject to Virginia law limitations on dividends and to dividend
                                                 restrictions in  its public  debt  and bank  credit  agreements,
                                                 losses  by one Group  could affect the  Company's ability to pay
                                                 dividends in respect  of stock  relating to  another Group.  For
                                                 information  concerning  restrictions  on the  funds  from which
                                                 dividends on Brink's Stock, Burlington Stock and Minerals  Stock
                                                 may be paid, see 'The Brink's Stock Proposal -- Dividend Policy'
                                                 and 'Description of Brink's Stock, Burlington Stock and Minerals
                                                 Stock -- Dividends'.
DESCRIPTION OF BRINK'S STOCK,
  BURLINGTON STOCK
  AND MINERALS STOCK.........................  Dividends. Dividends on Brink's Stock and Burlington Stock will be
                                                 limited as prescribed by Virginia law and are also restricted by
                                                 covenants in the Company's public debt indenture and bank credit
                                                 agreements, the most restrictive of which would have allowed, as
                                                 of  June 30, 1995, dividends of up  to $201 million to have been
                                                 paid on all classes of capital stock.
                                               The dividend policies and limitations applicable to Minerals Stock
                                                 will not be altered by the Brink's Stock Proposal.
                                               Exchange. The Brink's Stock Proposal  will permit the Company,  at
                                                 any time, to exchange each outstanding share of Burlington Stock
                                                 for  shares of  Brink's Stock (or,  if no Brink's  Stock is then
                                                 outstanding, Minerals  Stock) having  a  Fair Market  Value  (as
                                                 defined  at page 39) equal  to 115% of the  Fair Market Value of
                                                 one share of Burlington Stock. In addition, upon the disposition
                                                 of all  or substantially  all of  the properties  and assets  of
                                                 Pittston  Burlington Group  to any  person (with  certain excep-
                                                 tions), the  Company is  required to  exchange each  outstanding
                                                 share of Burlington Stock for shares of Brink's Stock (or, if no
                                                 Brink's Stock is then outstanding, Minerals Stock) having a Fair
                                                 Market Value equal to 115% of the Fair Market Value of one share
                                                 of Burlington Stock.
                                               The  Company will  also have the  right, at any  time, to exchange
                                                 each outstanding share of  Minerals Stock, which was  previously
                                                 subject  to exchange for shares of Services Stock, for shares of
                                                 Brink's Stock  (or, if  no Brink's  Stock is  then  outstanding,
                                                 Burlington  Stock) having a  Fair Market Value  equal to 115% of
                                                 the Fair  Market  Value  of  one share  of  Minerals  Stock.  In
                                                 addition,  upon the disposition  of all or  substantially all of
                                                 the properties  and assets  of Pittston  Minerals Group  to  any
                                                 person  (with certain  exceptions), the  Company is  required to
                                                 exchange each outstanding share of Minerals Stock for shares  of
                                                 Brink's  Stock  (or, if  no Brink's  Stock is  then outstanding,
                                                 Burlington Stock) having a  Fair Market Value  equal to 115%  of
                                                 the  Fair Market  Value of one  share of Minerals  Stock. If any
                                                 shares of the Company's Preferred  Stock are converted after  an
                                                 exchange  of  Minerals Stock  for  Brink's Stock  (or Burlington
                                                 Stock), the holder of such  Preferred Stock would, upon  conver-
                                                 sion,  receive shares of Brink's  Stock (or Burlington Stock) in
                                                 lieu of shares  of Minerals Stock  otherwise issuable upon  such
                                                 conversion.
                                               The  ability to  effect such  exchanges provides  the Company with
                                                 flexibility to  alter  its  capital structure  if  warranted  by
                                                 future  facts and circumstances. Shares of Brink's Stock are not
                                                 subject   to    either   optional    or   mandatory    exchange.

                                       9

 

                                                 The  net proceeds of any disposition of properties and assets of
                                                 Pittston Brink's Group  will be attributed  to Pittston  Brink's
                                                 Group.  In the case of a disposition of all or substantially all
                                                 the properties and assets of  any other Group, the net  proceeds
                                                 will  be attributed to  the Group the shares  of which have been
                                                 issued in exchange for shares of the disposing Group.
                                               Voting. The  Brink's  Stock  Proposal  provides  that  holders  of
                                                 Brink's  Stock will  at all times  have one vote  per share, and
                                                 initially holders of  Burlington Stock and  Minerals Stock  will
                                                 have  one and  1.5 votes per  share, respectively.  The votes of
                                                 holders of Burlington Stock and  Minerals Stock will be  subject
                                                 to  adjustment on  January 1, 1996,  and on January  1 every two
                                                 years thereafter in such a manner that each class' share of  the
                                                 aggregate voting power at such time will be equal to that class'
                                                 share  of the Company's aggregate  market capitalization at such
                                                 time. Accordingly,  on  each  adjustment  date,  each  share  of
                                                 Burlington  Stock and  Minerals Stock  may have  more than, less
                                                 than or continue to have the  number of votes per share as  they
                                                 initially   will  have  following   the  implementation  of  the
                                                 Transaction. While  the aggregate  voting  power of  holders  of
                                                 Minerals Stock will be unaffected by the Brink's Stock Proposal,
                                                 the  aggregate voting power of the Minerals Stock is expected to
                                                 decrease on January  1, 1996 (the  first adjustment date)  based
                                                 upon  the current market value of Minerals Stock relative to the
                                                 current market  value  of  Services Stock.  Holders  of  Brink's
                                                 Stock, Burlington Stock and Minerals Stock will vote together as
                                                 a  single voting  group on  all matters  as to  which all common
                                                 shareholders are  entitled to  vote. The  voting rights  of  the
                                                 Preferred Stock are not affected by the Brink's Stock Proposal.
                                               As  prescribed by Virginia law, certain amendments to the Articles
                                                 of Incorporation affecting, among other things, the designation,
                                                 rights, preferences or  limitations of  one class  of stock,  or
                                                 certain  mergers or statutory share  exchanges, must be approved
                                                 by the holders  of such  class of  stock, voting  as a  separate
                                                 voting group, and, in certain circumstances, may also have to be
                                                 approved by the holders of the other classes of stock, voting as
                                                 separate voting groups.
                                               Liquidation.  Under the Brink's Stock Proposal,  in the event of a
                                                 dissolution, liquidation  or  winding  up of  the  Company,  the
                                                 holders  of Brink's  Stock, Burlington Stock  and Minerals Stock
                                                 will share on  a per share  basis an aggregate  amount equal  to
                                                 55%,  28% and 17%, respectively, of the funds, if any, remaining
                                                 for  distribution  to  the   common  shareholders,  subject   to
                                                 adjustment  as described below.  In the case  of Minerals Stock,
                                                 such percentage has been set,  using a nominal number of  shares
                                                 of  Minerals Stock of       (the  'Nominal Shares') in excess of
                                                 the actual number  of shares of  Minerals Stock outstanding,  to
                                                 ensure  that the holders  of Minerals Stock  are entitled to the
                                                 same  share  of  any   such  funds  immediately  following   the
                                                 implementation  of the  Transaction as they  were prior thereto.
                                                 These liquidation percentages are  subject to adjustment in  the
                                                 future  based upon the total number  of shares of Brink's Stock,
                                                 Burlington Stock and Minerals  Stock, as the  case may be,  then
                                                 outstanding  compared  to  the  total number  of  shares  of all
                                                 classes  of  common  stock   then  outstanding  (which   totals,

                                       10

 

                                                 in  the  case  of  Minerals  Stock,  shall  include  the Nominal
                                                 Shares).
NYSE LISTING.................................  Subject  to  shareholder  approval,  the  NYSE  has  approved  the
                                                 redesignation  of  Services  Stock  as  Brink's  Stock  and  the
                                                 distribution of  Burlington Stock  and their  listing under  the
                                                 symbols  'PZB'  and  'PZX',  respectively,  subject  to official
                                                 notice of issuance.  For further information,  see 'The  Brink's
                                                 Stock Proposal -- Stock Exchange Listings'.
DISSENTERS' RIGHTS...........................  Under  the Virginia  Stock Corporation  Act, no  shareholders have
                                                 dissenters'  rights  in  connection   with  the  Brink's   Stock
                                                 Proposal.
TAX CONSIDERATIONS...........................  The  Company has been advised by tax  counsel that no gain or loss
                                                 will be  recognized  by  the  shareholders  or  the  Company  in
                                                 connection  with the  Transaction; however,  there are  no court
                                                 decisions bearing directly on the Brink's Stock Proposal and the
                                                 Internal Revenue  Service has  had under  study since  1987  the
                                                 Federal  income tax consequences of  transactions similar to the
                                                 Brink's Stock Proposal. See 'The Brink's Stock
                                                 Proposal -- Certain Federal Income Tax Considerations'.
FRACTIONAL SHARES............................  Fractional shares of Burlington Stock  will not be issued. If  the
                                                 number  of shares of Burlington Stock to be issued to any holder
                                                 of Services  Stock includes  a fraction  of a  whole share,  the
                                                 Company  will pay to  such holder, within  60 trading days after
                                                 the Effective  Date, the  cash value  of such  fractional  share
                                                 based  on  the  average of  the  high  and low  sales  prices of
                                                 Burlington Stock during the  first three trading days  following
                                                 the Effective Date.

                                       11

              SUMMARY COMPARISON OF TERMS OF EXISTING COMMON STOCK
        WITH TERMS OF BRINK'S STOCK, BURLINGTON STOCK AND MINERALS STOCK
 
     The  following  summary  is  qualified  in  its  entirety  by  the detailed
information and  financial statements  appearing  elsewhere or  incorporated  by
reference in this Proxy Statement. See 'The Brink's Stock Proposal'. Capitalized
terms  used  in  this Summary  have  the  respective meanings  ascribed  to them
elsewhere in this Proxy Statement. See Annex I -- Glossary of Certain Terms.

                                EXISTING COMMON STOCK                                  BRINK'S STOCK PROPOSAL
                      ------------------------------------------  ----------------------------------------------------------------
                       PITTSTON SERVICES     PITTSTON MINERALS      PITTSTON BRINK'S    PITTSTON BURLINGTON    PITTSTON MINERALS
                             GROUP                 GROUP                 GROUP                 GROUP                 GROUP
                          COMMON STOCK          COMMON STOCK          COMMON STOCK          COMMON STOCK          COMMON STOCK
                      --------------------  --------------------  --------------------  --------------------  --------------------
                                                                                               
Business:             Security services     Coal and minerals     Security services     Global freight        Coal and minerals
                      and home security     businesses through    and home security     transportation and    businesses through
                      businesses through    Pittston Coal Compa-  businesses through    logistics management  Pittston Coal Compa-
                      Brink's,              ny and Pittston       Brink's,              services through      ny and Pittston
                      Incorporated and      Mineral Ventures.     Incorporated and      Burlington Air        Mineral Ventures.
                      Brink's Home Se-                            Brink's Home Se-      Express Inc.
                      curity, Inc. and                            curity, Inc.
                      global freight
                      transportation and
                      logistics manage-
                      ment services
                      through Burlington
                      Air Express Inc.
 
Distribution:                  --                    --           Existing shares of    Shareholders of Ser-           --
                                                                  Services Stock will   vices Stock will re-
                                                                  be redesignated as    ceive a distribution
                                                                  Brink's Stock on a    of one-half of one
                                                                  share-for-share       share of Burlington
                                                                  basis.                Stock for each share
                                                                                        of Services Stock.
 
Number of Shares
  Outstanding as of
  November   , 1995:                                              (based on the number  (based on the number
                                                                  of shares of          of shares of
                                                                  Services Stock out-   Services Stock out-
                                                                  standing as of        standing as of
                                                                  November   , 1995).   November   , 1995).
 
Number of Authorized
  Shares:             100,000,000           20,000,000            100,000,000           50,000,000            20,000,000
 
Voting Rights:        Holders of Services   Holders of Minerals   Except as otherwise   Except as otherwise   Except as otherwise
                      Stock generally vote  Stock generally vote  described herein,     described herein,     described herein,
                      with holders of       with holders of Ser-  holders of Brink's    holders of            holders of Minerals
                      Minerals Stock as a   vices Stock as a      Stock will vote with  Burlington Stock      Stock will vote with
                      single voting group.  single voting group.  holders of            will vote with        holders of Brink's
                      Services Stock has    Minerals Stock has    Burlington Stock and  holders of Brink's    Stock and Burlington
                      one vote per share.   one vote per share,   Minerals Stock as a   Stock and Minerals    Stock as a single
                                            subject to            single voting group.  Stock as a single     voting group.
                                            adjustment on Janua-  Brink's Stock will    voting group.         Minerals Stock will
                                            ry 1, 1996, and on    have one vote per     Burlington Stock      have 1.5 votes per
                                            January 1 every two   share.                will have one vote    share (which
                                            years thereafter                            per share, subject    adjustment is
                                            based upon the                              to adjustment on      necessary so that
                                            relative Fair Mar-                          January 1, 1996, and  Minerals Stock has
                                            ket Values (as                              on each January 1     the same aggregate
                                            defined at page 34)                         every two years       voting
                                            of one share of                             thereafter in such a  power immediately
                                            Minerals Stock and                          manner that           following the imple-
                                            one share of                                Burlington Group's    mentation of the
                                            Services Stock.                             share of the          Transaction as it
                                                                                        aggregate voting      did prior thereto),
                                                                                        power at such time    subject to
                                                                                        will be equal to its  adjustment on Jan-
                                                                                        relative share of     uary 1, 1996, and on
                                                                                        the Company's aggre-  each January 1 every
                                                                                        gate market           two years thereafter
                                                                                        capitalization at     in such a manner
                                                                                        such time.            that Minerals
                                                                                                              Group's share of the
                                                                                                              aggregate voting
                                                                                                              power at such time
                                                                                                              will be equal to its
                                                                                                              relative share of
                                                                                                              the Company's aggre-
                                                                                                              gate market
                                                                                                              capitalization at
                                                                                                              such time.

                                       12

 

                                EXISTING COMMON STOCK                                  BRINK'S STOCK PROPOSAL
                      ------------------------------------------  ----------------------------------------------------------------
                       PITTSTON SERVICES     PITTSTON MINERALS      PITTSTON BRINK'S    PITTSTON BURLINGTON    PITTSTON MINERALS
                             GROUP                 GROUP                 GROUP                 GROUP                 GROUP
                          COMMON STOCK          COMMON STOCK          COMMON STOCK          COMMON STOCK          COMMON STOCK
                      --------------------  --------------------  --------------------  --------------------  --------------------

Dividends:            The Company cur-      The Company cur-      The Company cur-      The Company cur-      Unchanged from that
                      rently pays           rently pays           rently intends to     rently intends to     applicable to
                      dividends on          dividends on          pay an initial        pay an initial        existing Minerals
                      Services Stock at an  Minerals Stock at an  dividend on Brink's   dividend on           Stock.
                      annual rate of $0.20  annual rate of $0.65  Stock at an annual    Burlington Stock at
                      per share, payable    per share, payable    rate of $0.10 per     an annual rate of
                      quarterly, at the     quarterly, at the     share, payable        $0.24 per share,
                      discretion of the     discretion of the     quarterly.            payable quarterly.
                      Board based           Board based           Thereafter,           Thereafter,
                      primarily upon the    primarily upon the    dividends on Brink's  dividends on
                      earnings, financial   earnings, financial   Stock will be paid    Burlington Stock
                      condition, cash flow  condition, cash flow  at the discretion of  will be paid at the
                      and business re-      and business re-      the Board based       discretion of the
                      quirements of         quirements of         primarily upon the    Board based pri-
                      Pittston Services     Pittston Minerals     earnings, financial   marily upon the
                      Group.                Group. Dividends are  condition, cash flow  earnings, financial
                                            payable out of the    and business re-      condition, cash flow
                                            lesser of (i) all     quirements of         and business
                                            funds of the Company  Pittston Brink's      requirements of
                                            legally available     Group.                Pittston Burlington
                                            for the payment of                          Group.
                                            dividends and (ii)
                                            the Available
                                            Minerals Dividend
                                            Amount.
 
Exchanges:            None.                 The Company may, at   None.                 The Company may, at   The Company may, at
                                            any time, exchange                          any time, exchange    any time, exchange
                                            each outstanding                            each outstanding      each outstanding
                                            share of Minerals                           share of Burlington   share of Minerals
                                            Stock for shares of                         Stock for shares of   Stock for shares of
                                            Services Stock                              Brink's Stock (or,    Brink's Stock (or,
                                            having a Fair Market                        if no Brink's Stock   if no Brink's Stock
                                            Value (as defined at                        is then outstanding,  is then outstanding,
                                            page 34) equal to                           Minerals Stock)       Burlington Stock)
                                            115% of the Fair                            having a Fair Market  having a Fair Market
                                            Market Value of one                         Value equal to 115%   Value equal to 115%
                                            share of Minerals                           of the Fair Market    of the Fair Market
                                            Stock. In addition,                         Value of one share    Value of one share
                                            if the Company sells                        of Burlington Stock.  of Minerals Stock.
                                            all or substantially                        In addition, if the   In addition, if the
                                            all of the                                  Company sells all or  Company sells all or
                                            properties and                              substantially all of  substantially all of
                                            assets of Pittston                          the properties and    the properties and
                                            Minerals Group, the                         assets of Pittston    assets of Pittston
                                            Company must                                Burlington Group,     Minerals Group, the
                                            exchange each                               the Company must      Company must ex-
                                            outstanding share of                        exchange each         change each
                                            Minerals Stock for                          outstanding share of  outstanding share of
                                            shares of Services                          Burlington Stock for  Minerals Stock for
                                            Stock having a Fair                         shares of Brink's     shares of Brink's
                                            Market Value equal                          Stock (or, if no      Stock (or, if no
                                            to 115% of the Fair                         Brink's Stock is      Brink's Stock is
                                            Market Value of one                         then outstanding,     then outstanding,
                                            share of Minerals                           Minerals Stock)       Burlington Stock)
                                            Stock.                                      having a Fair Market  having a Fair Market
                                                                                        Value equal to 115%   Value equal to 115%
                                                                                        of the Fair Market    of the Fair Market
                                                                                        Value of one share    Value of one share
                                                                                        of Burlington Stock.  of Minerals Stock.

                                       13

 

                                EXISTING COMMON STOCK                                  BRINK'S STOCK PROPOSAL
                      ------------------------------------------  ----------------------------------------------------------------
                       PITTSTON SERVICES     PITTSTON MINERALS      PITTSTON BRINK'S    PITTSTON BURLINGTON    PITTSTON MINERALS
                             GROUP                 GROUP                 GROUP                 GROUP                 GROUP
                          COMMON STOCK          COMMON STOCK          COMMON STOCK          COMMON STOCK          COMMON STOCK
                      --------------------  --------------------  --------------------  --------------------  --------------------

Liquidation:          In the event of the   In the event of the   In the event of the   In the event of the   In the event of the
                      liquidation of the    liquidation of the    liquidation of the    liquidation of the    liquidation of the
                      Company, holders of   Company, holders of   Company, holders of   Company, holders of   Company, holders of
                      Services Stock will   Minerals Stock will   Brink's Stock will    Burlington Stock      Minerals Stock will
                      share the funds, if   share the funds, if   initially share on a  will initially share  initially share on a
                      any, remaining for    any, remaining for    per share basis an    on a per share basis  per share basis an
                      distribution to       distribution to       aggregate amount      an aggregate amount   aggregate amount
                      common shareholders   common shareholders   equal to              equal to              equal to
                      on a per share basis  on a per share basis  approximately 55% of  approximately 28% of  approximately 17% of
                      in proportion to the  in proportion to the  the funds, if any,    the funds, if any,    the funds, if any,
                      total number of       total number of       remaining for         remaining for         remaining for
                      shares of Services    shares of Minerals    distribution to       distribution to       distribution to
                      Stock then outstand-  Stock then outstand-  common shareholders,  common shareholders,  common shareholders.
                      ing to the total      ing to the total      which percentage      which percentage      Such percentage has
                      number of shares of   number of shares of   shall be subject to   shall be subject to   been set to ensure
                      all classes of        all classes of        adjustment in the     adjustment in the     that the holders of
                      common stock then     common stock then     future based upon     future based on the   Minerals Stock are
                      outstanding (which    outstanding (which    the total number of   total number of       entitled to the same
                      as of the Record      as of the Record      shares of Brink's     shares of Burlington  share of any such
                      Date represents a     Date represents a     Stock then outstand-  Stock then outstand-  funds immediately
                      share of approxi-     share of approxi-     ing as compared to    ing as compared to    following the con-
                      mately 83% of such    mately 17% of such    the total number of   the total number of   summation of the
                      funds).               funds).               shares of all         shares of all         Transaction as they
                                                                  classes of common     classes of common     were prior thereto.
                                                                  stock then            stock then            Thereafter, the
                                                                  outstanding           outstanding           Minerals Stock's
                                                                  (including the        (including the        share of such funds
                                                                  Nominal Shares).      Nominal Shares).      shall be subject to
                                                                                                              adjustment in the
                                                                                                              future based on the
                                                                                                              total number of
                                                                                                              shares of Minerals
                                                                                                              Stock then outstand-
                                                                                                              ing (including the
                                                                                                              Nominal Shares) as
                                                                                                              compared to the
                                                                                                              total number of
                                                                                                              shares of all
                                                                                                              classes of common
                                                                                                              stock then
                                                                                                              outstanding
                                                                                                              (including the Nomi-
                                                                                                              nal Shares).
 
Listing:              NYSE under the sym-   NYSE under the sym-   NYSE under the sym-   NYSE under the sym-   NYSE under the sym-
                      bol 'PZS'.            bol 'PZM'.            bol 'PZB'.            bol 'PZX'.            bol 'PZM'.

                                       14

         PRICE RANGE OF SERVICES STOCK AND MINERALS STOCK AND DIVIDENDS
 
     Services  Stock and Minerals Stock have been  listed on the NYSE since July
6, 1993. The following table sets forth  the range of high and low sales  prices
of  Services Stock  and Minerals  Stock on  the NYSE  Composite Tape ('Composite
Tape') and the quarterly cash dividends declared and paid per share of  Services
Stock and Minerals Stock, since that time.

                                                       PER SHARE OF SERVICES STOCK      PER SHARE OF MINERALS STOCK
                                                      -----------------------------    -----------------------------
                 FISCAL YEAR ENDED                                          CASH                             CASH
                    DECEMBER 31                        HIGH      LOW      DIVIDENDS     HIGH      LOW      DIVIDENDS
- ---------------------------------------------------   ------    ------    ---------    ------    ------    ---------

1993
     Third Quarter (commencing July 6).............   $22.00    $14.50      $0.05      $24.50    $11.50     $ .1625
     Fourth Quarter................................    29.75     21.00       0.05       24.25     20.50       .1625
1994
     First Quarter.................................    31.25     21.38       0.05       30.50     17.50       .1625
     Second Quarter................................    31.13     21.63       0.05       22.00     17.25       .1625
     Third Quarter.................................    31.25     27.00       0.05       24.25     17.75       .1625
     Fourth Quarter................................    29.00     23.13       0.05       26.38     20.63       .1625
1995
     First Quarter.................................    27.75     23.75       0.05       26.00     17.25       .1625
     Second Quarter................................    29.50     22.50       0.05       18.13      9.50       .1625
     Third Quarter (through November   , 1995).....     --        --        --           --        --         --

     On  September  14, 1995,  the  day before  the  public announcement  of the
Brink's Stock Proposal,  the last reported  sales prices of  Services Stock  and
Minerals  Stock on  the Composite  Tape were  $27.00 per  share and  $11.875 per
share, respectively. On November   , 1995, the last full day before the printing
of this Proxy Statement,  the last reported sales  prices of Services Stock  and
Minerals  Stock on the Composite  Tape were $        per  share and $        per
share,  respectively.  On  November       ,   1995,  there  were   approximately
            holders of record of Services Stock, approximately        holders of
record of Minerals Stock and approximately        beneficial owners of Preferred
Stock.
 
                                       15

                             PITTSTON BRINK'S GROUP
                            SELECTED FINANCIAL DATA
 
     The following Selected Financial Data reflect the results of operations and
financial  position of the businesses which  comprise Pittston Brink's Group and
should be  read  in  connection  with the  Pittston  Brink's  Group's  financial
statements  set  forth  in Annex  V  hereto.  The financial  information  of the
Pittston Brink's Group,  Pittston Burlington Group  and Pittston Minerals  Group
supplements  the consolidated  financial information  of the  Company and, taken
together, includes all  accounts which comprise  the corresponding  consolidated
financial information of the Company.
 
FIVE YEARS IN REVIEW

                                                                                    SIX MONTHS ENDED JUNE 30
                                                                                  -----------------------------
                                                                                      1995             1994
                                                                                  -------------    ------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)                                                   (UNAUDITED)

Sales and Income:
     Operating revenues........................................................     $ 365,006        $304,654
     Income before extraordinary credit and cumulative effect of accounting
       changes.................................................................        21,511(b)       16,951(b)
     Extraordinary credit......................................................       --               --
     Cumulative effect of accounting changes...................................       --               --
     Net income................................................................     $  21,511(b)     $ 16,951(b)
Financial Position:
     Net property, plant and equipment.........................................     $ 191,889        $165,244
     Total assets..............................................................       437,637         392,123
     Long-term debt, less current maturities...................................         6,971          10,737
     Shareholder's equity......................................................     $ 231,322        $192,284
Pro Forma Financial Information (unaudited)(a):
     Average Pittston Brink's Group Common Shares outstanding(a)...............        37,912          37,715
     Pittston Brink's Group Common Shares outstanding(a).......................        41,571          41,567
Per Pittston Brink's Group Common Share(a):
     Income before extraordinary credit and cumulative effect of accounting
       changes.................................................................     $     .57(b)     $    .45(b)
     Extraordinary credit......................................................       --               --
     Cumulative effect of accounting changes...................................       --               --
     Net income................................................................           .57(b)     $    .45(b)
     Cash dividends............................................................           .05             .05
     Book value................................................................     $    6.11        $   5.09

                                       16

                             PITTSTON BRINK'S GROUP
                      SELECTED FINANCIAL DATA (CONTINUED)
 
FIVE YEARS IN REVIEW

                                                                   YEAR ENDED DECEMBER 31
                                                ------------------------------------------------------------
                                                  1994         1993         1992         1991         1990
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)        --------     --------     --------     --------     --------
                                                                                     
Sales and Income:
     Operating revenues.....................    $656,993     $570,953     $514,823     $471,353     $428,921
     Income before extraordinary credit and
       cumulative effect of accounting
       changes..............................      41,489(b)    31,650(b)    23,953(b)    14,919       13,027
     Extraordinary credit...................       --           --           --           --           5,574
     Cumulative effect of accounting
       changes..............................       --           --           --          (1,019)(c)    --
Net income..................................    $ 41,489(b)  $ 31,650(b)  $ 23,953(b)  $ 13,900     $ 18,601
Financial Position:
     Net property, plant and equipment......    $180,930     $156,976     $142,648     $131,614     $126,039
     Total assets...........................     426,887      377,923      347,015      318,109      294,286
     Long-term debt, less current
       maturities...........................       7,990       12,649       22,734       28,411       35,125
     Shareholder's equity...................    $215,531     $175,219     $147,582     $136,562     $ 80,092
Pro Forma Financial Information
  (unaudited)(a):
     Average Pittston Brink's Group Common
       Shares outstanding(a)................      37,784       36,907       37,081       37,284       37,282
     Pittston Brink's Group Common Shares
       outstanding(a).......................      41,595       41,429       40,533       37,317       37,278
Per Pittston Brink's Group Common Share(a):
     Income before extraordinary credit and
       cumulative effect of accounting
       changes..............................    $   1.10(b)  $    .86(b)  $    .65(b)  $    .40     $    .35
     Extraordinary credit...................       --           --           --           --             .15
     Cumulative effect of accounting
       changes..............................       --           --           --            (.03)(c)    --
     Net income.............................        1.10(b)       .86(b)       .65(b)       .37          .50
     Cash dividends.........................         .09          .09          .07          .05          .05
     Book value.............................    $   5.70     $   4.66     $   4.03     $   3.66     $   2.15

- ------------
 
 (a) All share and per share data presented assume the completion of the Brink's
     Stock  Proposal  transaction.  The number  of  shares of  Brink's  Stock is
     assumed to  be the  same as  the total  corresponding number  of shares  of
     Services  Stock. Shares outstanding at the end of the period include shares
     outstanding under the Company's Employee Benefits Trust of 3,684 shares and
     3,793 shares at  June 30, 1995  and 1994, respectively,  and 3,779  shares,
     3,854  shares  and  3,951  shares  at December  31,  1994,  1993  and 1992,
     respectively. Average  shares  outstanding  do not  include  these  shares.
     Dividends  paid by the Company have been attributed to the Pittston Brink's
     Group in relation to the initial dividend to be paid on the Brink's  Stock.
     Book value per share is calculated based on the number of shares assumed to
     be outstanding at the end of the period, excluding shares outstanding under
     the Company's Employee Benefits Trust.
 
 (b) As  of  January 1,  1992, Brink's  Home Security,  Inc. ('BHS')  elected to
     capitalize categories of costs not previously capitalized for home security
     installations to more accurately reflect subscriber installation costs. The
     effect of this change in accounting principle was to increase income before
     extraordinary credit and  cumulative effect of  accounting changes and  net
     income  by $1,171 or $.03 per share in the first six months of 1995, $1,292
     or $.03 per share in the first six months of 1994, $2,486 or $.07 per share
     in 1994, $2,435 or $.07 per share in  1993 and $2,596 or $.07 per share  in
     1992.
 
 (c) As  of January  1, 1991,  the Pittston  Brink's Group  adopted Statement of
     Financial  Accounting  Standards  No.   106,  'Employers'  Accounting   for
     Postretirement  Benefits Other  Than Pensions', and  Statement of Financial
     Accounting Standards No. 109, 'Accounting for Income Taxes'.
 
                                       17

                           PITTSTON BURLINGTON GROUP
                            SELECTED FINANCIAL DATA
 
     The following Selected Financial Data reflect the results of operations and
financial  position of the  businesses which comprise  Pittston Burlington Group
and should be read in connection with the Pittston Burlington Group's  financial
statements  set  forth in  Annex VII  hereto. The  financial information  of the
Pittston Burlington Group,  Pittston Brink's Group  and Pittston Minerals  Group
supplements  the consolidated  financial information  of the  Company and, taken
together, includes all  accounts which comprise  the corresponding  consolidated
financial information of the Company.
 
FIVE YEARS IN REVIEW

                                                                                             SIX MONTHS ENDED
                                                                                                 JUNE 30
                                                                                          ----------------------
                                                                                            1995          1994
                                                                                          --------      --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)                                                       (UNAUDITED)
                                                                                                  
Sales and Income:
     Operating revenues................................................................   $665,894      $563,750
     Income (loss) before extraordinary credit and cumulative effect of accounting
      changes..........................................................................     12,058        14,848
     Extraordinary credit..............................................................      --            --
     Cumulative effect of accounting changes...........................................      --            --
     Net income........................................................................   $ 12,058      $ 14,848
Financial Position:
     Net property, plant and equipment.................................................   $ 62,629      $ 36,735
     Total assets......................................................................    551,623       455,735
     Long-term debt, less current maturities...........................................     49,689        38,964
     Shareholder's equity..............................................................   $252,628      $217,989
Pro Forma Financial Information (unaudited)(a):
     Average Pittston Burlington Group Common Shares outstanding(a)....................     18,956        18,858
     Pittston Burlington Group Common Shares outstanding(a)............................     20,786        20,784
Per Pittston Burlington Group Common Share(a):
     Income (loss) before extraordinary credit and cumulative effect of accounting
      changes..........................................................................   $    .64      $    .79
     Extraordinary credit..............................................................      --            --
     Cumulative effect of accounting changes...........................................      --            --
     Net income........................................................................        .64           .79
     Cash dividends....................................................................        .11           .11
     Book value........................................................................   $  13.34      $  11.54

                                       18

                           PITTSTON BURLINGTON GROUP
                      SELECTED FINANCIAL DATA (CONTINUED)
 
FIVE YEARS IN REVIEW

                                                                      YEAR ENDED DECEMBER 31
                                                   ------------------------------------------------------------
                                                      1994         1993        1992        1991          1990
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)           ----------    --------    --------    --------      --------
                                                                                        
Sales and Income:
     Operating revenues.........................   $1,215,284    $998,079    $900,347    $830,955      $823,588
     Income (loss) before extraordinary credit
       and cumulative effect of accounting
       changes..................................       38,356      15,476       3,324       5,922        (1,391)
     Extraordinary credit.......................       --           --          --          --            5,573
     Cumulative effect of accounting changes....       --           --          --          1,330(b)      --
     Net income.................................   $   38,356    $ 15,476    $  3,324    $  7,252      $  4,182
Financial Position:
     Net property, plant and equipment..........   $   44,442    $ 31,100    $ 27,088    $ 29,169      $ 32,112
     Total assets...............................      521,516     432,236     424,023     413,864       425,018
     Long-term debt, less current maturities....       41,906      45,460      68,474      43,551        69,584
     Shareholder's equity.......................   $  240,880    $203,150    $181,576    $223,251      $277,766
Pro Forma Financial Information (unaudited)(a):
     Average Pittston Burlington Group Common
       Shares outstanding(a)....................       18,892      18,454      18,541      18,642        18,641
     Pittston Burlington Group Common Shares
       outstanding(a)...........................       20,798      20,715      20,267      18,659        18,639
Per Pittston Burlington Group Common Share(a):
     Income (loss) before extraordinary credit
       and cumulative effect of accounting
       changes..................................   $     2.03    $    .84    $    .18    $    .32      $   (.07)
     Extraordinary credit.......................       --           --          --          --              .29
     Cumulative effect of accounting changes....       --           --          --            .07(b)      --
     Net income.................................         2.03         .84         .18         .39           .22
     Cash dividends.............................          .22         .21         .17         .13           .13
     Book value.................................   $    12.74    $  10.81    $   9.93    $  11.96      $  14.90

- ------------
 
 (a) All share and per share data presented assume the completion of the Brink's
     Stock  Proposal transaction.  The number of  shares of  Burlington Stock is
     assumed to  be one-half  of the  number of  shares of  the Services  Stock.
     Shares  outstanding at  the end  of the  period include  shares outstanding
     under the  Company's Employee  Benefits  Trust of  1,842 shares  and  1,897
     shares  at June  30, 1995 and  1994, respectively, and  1,890 shares, 1,927
     shares and 1,976 shares at December 31, 1994, 1993 and 1992,  respectively.
     Average  shares outstanding do not include  these shares. Dividends paid by
     the Company  have  been attributed  to  the Pittston  Burlington  Group  in
     relation  to the initial dividend to be  paid on the Burlington Stock. Book
     value per share is calculated based on  the number of shares assumed to  be
     outstanding  at the end  of the period,  excluding shares outstanding under
     the Company's Employee Benefits Trust.
 
 (b) As of January 1, 1991, the  Pittston Burlington Group adopted Statement  of
     Financial   Accounting  Standards  No.   106,  'Employers'  Accounting  for
     Postretirement Benefits Other  Than Pensions', and  Statement of  Financial
     Accounting Standards No. 109, 'Accounting for Income Taxes'.
 
                                       19

                     THE PITTSTON COMPANY AND SUBSIDIARIES
                            SELECTED FINANCIAL DATA
 
     The following Selected Financial Data reflect the results of operations and
financial  position of the  businesses which comprise the  Company and should be
read in connection with the Company's financial statements set forth in Annex IX
hereto. The  financial  information  of the  Pittston  Brink's  Group,  Pittston
Burlington  Group  and  Pittston  Minerals  Group  supplements  the consolidated
financial information of the Company and, taken together, includes all  accounts
which  comprise  the  corresponding consolidated  financial  information  of the
Company.
 
FIVE YEARS IN REVIEW

                                                                                        SIX MONTHS ENDED JUNE 30
                                                                              --------------------------------------------
                                                                                      1995                    1994
                                                                              --------------------    --------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)                                                      (UNAUDITED)

Sales and Income:
     Net sales and operating revenues......................................        $1,410,851              $1,247,295
     Income (loss) before extraordinary credit and cumulative effect of
       accounting changes..................................................            37,497                 (37,793)
     Extraordinary credit..................................................         --                      --
     Cumulative effect of accounting changes...............................         --                      --
     Net income (loss).....................................................        $   37,497(b)              (37,793)(b)
Financial Position:
     Net property, plant and equipment.....................................        $  462,630              $  419,286
     Total assets..........................................................         1,759,666               1,640,024
     Long-term debt, less current maturities...............................           162,532                 137,224
     Shareholders' equity..................................................        $  471,249              $  392,891
Average Common Shares Outstanding(a):
     Pittston Services Group...............................................            37,912                  37,715
     Pittston Minerals Group...............................................             7,764                   7,565
Per Pittston Services Group Common Share(a):
     Income before extraordinary credit and cumulative effect of accounting
       changes.............................................................        $      .89(b)           $      .84(b)
     Extraordinary credit..................................................         --                      --
     Cumulative effect of accounting changes...............................         --                      --
     Net income............................................................               .89(b)                  .84(b)
     Cash dividends........................................................               .10                     .10
     Book value............................................................        $    12.77(c)           $    10.86(c)
Per Pittston Minerals Group Common Share(a):
     Income (loss) before extraordinary credit and cumulative effect of
       accounting changes..................................................        $      .51              $    (9.20)
     Extraordinary credit..................................................         --                      --
     Cumulative effect of accounting changes...............................         --                      --
     Net income (loss).....................................................               .51                   (9.20)
     Cash dividends........................................................             .3250                   .3250
     Book value............................................................        $   (10.18)(c)          $   (12.45)(c)

                                       20

                     THE PITTSTON COMPANY AND SUBSIDIARIES
                      SELECTED FINANCIAL DATA (CONTINUED)
 
FIVE YEARS IN REVIEW

                                                                       YEAR ENDED DECEMBER 31
                                           ------------------------------------------------------------------------------
                                              1994             1993             1992             1991             1990
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)   ----------       ----------       ----------       ----------       ----------
                                                                                                
Sales and Income:
     Net sales and operating revenues...   $2,667,275       $2,256,121       $2,073,041       $1,884,408(a)    $1,806,050
     Income (loss) before extraordinary
       credit and cumulative effect of
       accounting changes...............       26,897(b)        14,146(b)        49,087(b)       (28,835)          46,192
     Extraordinary credit...............       --               --               --               --               14,876
     Cumulative effect of accounting
       changes..........................       --               --               --             (123,017)(b)       --
     Net income (loss)..................   $   26,897(b)    $   14,146(b)    $   49,087(b)    $ (151,852)      $   61,068
Financial Position:
     Net property, plant and
       equipment........................   $  445,834       $  369,821       $  376,872       $  332,232       $  319,348
     Total assets.......................    1,737,778        1,361,501        1,322,288        1,240,085        1,120,471
     Long-term debt, less current
       maturities.......................      138,071           58,388           91,208           71,962          110,709
     Shareholders' equity...............   $  477,815       $  353,512       $  341,460       $  316,515       $  479,732
Average Common Shares Outstanding(a):
     Pittston Services Group............       37,784           36,907           37,081           37,284           37,282
     Pittston Minerals Group............        7,594            7,381            7,416            7,457            7,456
Per Pittston Services Group Common
  Share(a):
     Income before extraordinary credit
       and cumulative effect of
       accounting changes...............   $     2.11(b)    $     1.28(b)    $      .74(b)    $      .56       $      .31
     Extraordinary credit...............       --               --               --               --                  .30
     Cumulative effect of accounting
       changes..........................       --               --               --                  .01(d)        --
     Net income.........................         2.11(b)          1.28(b)           .74(b)           .57              .61
     Cash dividends.....................          .20            .1909            .1515            .1212            .1212
     Book value.........................   $    12.07(c)    $    10.07(c)    $     9.00(c)    $     9.64       $     9.60
Per Pittston Minerals Group Common
  Share(a):
     Income (loss) before extraordinary
       credit and cumulative effect of
       accounting changes...............   $    (7.50)      $    (4.47)      $     2.94       $    (6.66)      $     4.63
     Extraordinary credit...............       --               --               --               --                  .50
     Cumulative effect of accounting
       changes..........................       --               --               --               (16.54)(c)       --
     Net income (loss)..................        (7.50)           (4.47)            2.94           (23.20)            5.13
     Cash dividends.....................          .65            .6204            .4924            .3939            .3939
     Book value.........................   $   (10.74)(c)   $    (3.31)(c)   $     1.68(c)    $    (5.80)      $    16.35

                                                       (footnotes on next page)
 
                                       21

(footnotes from previous page)
 
 (a) For purposes of computing net income (loss) per common share and book value
     per share for Pittston Services Group  and Pittston Minerals Group for  the
     periods  prior to July 1,  1993, the number of  shares of Services Stock is
     assumed to be the same as the  total corresponding number of shares of  the
     Company's  common stock. The number of  shares of Minerals Stock is assumed
     to equal one-fifth of the number of shares of the Company's common stock.
 
     The initial dividends on the Services Stock and Minerals Stock were paid on
     September 1, 1993.  Dividends paid  by the  Company prior  to September  1,
     1993,  have been attributed to the  Pittston Services and Pittston Minerals
     Groups in relation to the initial dividends paid on the Services Stock  and
     Minerals Stock.
 
 (b) As  of January 1, 1992,  BHS elected to capitalize  categories of costs not
     previously capitalized for home  security installations to more  accurately
     reflect  subscriber  installation  costs.  The  effect  of  this  change in
     accounting principle  was to  increase income  (loss) before  extraordinary
     credit and cumulative effect of accounting changes and net income (loss) of
     the  Company and the Pittston Services Group by $1,171 or $.03 per share of
     Services Stock in the first six months of 1995, $1,292 or $.03 per share of
     Services Stock in the first six months of 1994, $2,486 or $.07 per share of
     Services Stock in 1994, $2,435 or $.07 per share of Services Stock in  1993
     and $2,596 or $.07 per share of Services Stock in 1992.
 
 (c) Calculated  based on  the number  of shares outstanding  at the  end of the
     period, excluding shares outstanding under the Company's Employee  Benefits
     Trust.
 
 (d) As  of  January  1,  1991,  the  Company  adopted  Statement  of  Financial
     Accounting Standards  No. 106,  'Employers' Accounting  for  Postretirement
     Benefits  Other  Than  Pensions',  and  Statement  of  Financial Accounting
     Standards No. 109, 'Accounting for Income Taxes'.
 
                                       22

                                    GENERAL
 
     This  statement is  furnished in  connection with  the solicitation  by the
Board of proxies from  holders of Services Stock,  Minerals Stock and  Preferred
Stock  to be voted at the Special Meeting of Shareholders to be held on December
  , 1995,  at 10:00  a.m., Eastern  Standard Time,  in the  Company's  executive
offices,  Seventh Floor, 100 First Stamford Place, Stamford, Connecticut (and at
any adjournment thereof) for the purposes  set forth in the accompanying  Notice
of the Meeting.
 
     On  November    , 1995, the Company  had outstanding        , shares of its
Services Stock,        shares  of its  Minerals Stock and         shares of  its
Preferred  Stock, the holders (or beneficial owners in the case of the Preferred
Stock) of each being entitled to one vote per share on all matters.
 
     The close of business on  November   , 1995,  has been fixed as the  record
date  for determining the shareholders entitled to  notice of and to vote at the
Meeting, and only shareholders of record at  the close of business on that  date
will  be entitled to vote at the Meeting and any adjournment thereof. This Proxy
Statement and the accompanying  form of proxy are  being mailed to  shareholders
commencing on or about November   , 1995. The address of the principal executive
offices  of the Company is 100 First  Stamford Place, P.O. Box 120070, Stamford,
Connecticut 06912-0070.
 
     The Brink's Stock Proposal is the  only matter which will be presented  for
consideration  at the Meeting. As  to any other business  that may properly come
before the Meeting, it  is intended that  proxies in the  enclosed form will  be
voted  in respect thereof in  accordance with the judgment  of the person voting
the proxies.
 
     The Company's  bylaws  provide  that  the chairman  of  the  Meeting  shall
determine  the  order  of business  at  the  Meeting and  the  voting  and other
procedures to be  observed. The chairman  is authorized to  declare whether  any
business  has been properly brought before the Meeting and business not properly
brought before the Meeting may not be transacted.
 
     The shares represented by proxies solicited  by the Board will be voted  in
accordance  with the recommendations of the  Board unless otherwise specified in
the proxy, and where the person solicited specifies a choice with respect to any
matter to  be acted  upon,  the shares  will be  voted  in accordance  with  the
specification so made. A shareholder may appoint a person as proxy pursuant to a
proxy  in a form different from that  enclosed, provided such proxy is otherwise
in proper form.
 
     The enclosed proxy is  revocable at any  time prior to  its being voted  by
filing  an instrument  of revocation  or a duly  executed proxy  bearing a later
date. A proxy may  also be revoked  by attendance at the  Meeting and voting  in
person. Attendance at the Meeting will not by itself constitute a revocation.
 
     Votes  cast by shareholders  will be treated  as confidential in accordance
with a policy approved by  the Board. Shareholder votes  at the Meeting will  be
tabulated by the Company's transfer agent, Chemical Mellon Shareholder Services.
 
                           THE BRINK'S STOCK PROPOSAL
 
GENERAL
 
     The  Brink's Stock Proposal will be presented  to the Meeting by the Board.
Under the requirements of the Virginia  Stock Corporation Act and the  Company's
Restated  Articles of Incorporation the Brink's  Stock Proposal must receive the
affirmative vote  of (1)  holders of  a majority  of the  outstanding shares  of
Services Stock and Minerals Stock voting together as a single class; (2) holders
of  a majority of  the outstanding shares  of Services Stock  voting as a single
class; (3) holders  of two-thirds of  the outstanding shares  of Minerals  Stock
voting  as  a single  class;  and (4)  beneficial owners  of  a majority  of the
outstanding shares of Preferred Stock voting as a single class. Abstentions  and
Broker  Shares voted as to any matter  presented at the Meeting will be included
in determining the number of votes present or represented at the meeting. Broker
Shares that are not  voted on any  matter presented at the  Meeting will not  be
included  in  determining the  number of  shares present  or represented  at the
Meeting and will have the effect of a negative vote as to such matter.
 
     The holders of Services Stock, Minerals Stock and Preferred Stock are being
asked  to  consider  the  Brink's  Stock  Proposal  which,  if  approved,  would
constitute (a) the adoption of certain amendments to
 
                                       23

the Articles of Incorporation (a copy of which Articles of Amendment are annexed
to  this  Proxy  Statement as  Annex  II)  increasing the  number  of  shares of
authorized common  stock  of  the  Company from  120  million  to  170  million,
consisting  of  100  million  shares  of Brink's  Stock,  50  million  shares of
Burlington Stock and  20 million  shares of Minerals  Stock, redesignating  each
outstanding  share of Services Stock as one share of Brink's Stock, establishing
the preferences, limitations and relative rights of Brink's Stock and Burlington
Stock and modifying certain provisions of the Preferred Stock to conform to  the
existence of the Brink's Stock and the Burlington Stock; (b) the approval of the
distribution  of one-half of one share  of Burlington Stock for each outstanding
share of  Services Stock;  (c) certain  adjustments to  the current  voting  and
liquidation  rights  of Minerals  Stock intended  to assure  their proportionate
continuation immediately following  implementation of the  proposal and (d)  the
adoption  of certain related amendments to,  and the approval of certain actions
adjusting, the Company's stock option and employee benefit plans and outstanding
stock options.
 
     Subject to  approval of  the Brink's  Stock Proposal  by shareholders,  the
Board  has authorized the distribution of  Burlington Stock to holders of record
of outstanding Services Stock at the close of business on the Effective Date  on
the  basis  of one-half  of  one share  of Burlington  Stock  for each  share of
outstanding Services Stock. Such distribution ratio was determined by the  Board
in  consultation  with  CS First  Boston  Corporation ('CS  First  Boston'), the
Company's financial advisor in connection  with the Brink's Stock Proposal.  The
methodology  used to determine an appropriate distribution ratio assumed, first,
that one share of Burlington Stock would be distributed in respect of a  certain
number of full shares of Brink's Stock (which in turn was based on redesignating
the  Services Stock as Brink's  Stock on a one-for-one  basis). Second, CS First
Boston pointed out the desirability of having a liquid trading market for shares
of Burlington Stock and, hence, of distributing a sufficient number of shares of
Burlington Stock which would be consistent  with a trading range that would  not
involve  legal  or policy  inhibitions  on institutional  investors  relating to
low-priced equity shares, i.e.,  shares trading in  single digit dollar  amounts
per  share. Third, using  the accounting policies and  attribution of assets and
liabilities described elsewhere  in the Proxy  Statement, the Company  estimated
the  net income of Pittston  Burlington Group for 1995.  Fourth, CS First Boston
determined the range of then current price-earnings multiples for  publicly-held
air  freight  and  logistics  management  services  companies  considered  to be
comparable to Pittston Burlington Group. Finally, such estimated net income  was
multiplied  by such range of multiples to determine a range of numbers of shares
that would be consistent with the criteria set forth above.
 
     The Company's estimate of the net  income of Pittston Burlington Group  for
1995  is inherently subject  to numerous uncertainties  affecting its predictive
value. Significant  economic  and competitive  uncertainties  and  contingencies
which  are beyond  the Company's  control may well  cause the  actual results of
Pittston Burlington Group for 1995 to be higher or lower than the estimate  used
for  this purpose. Moreover, the range  of implied price-earnings multiples used
is also subject to numerous uncertainties, and actual multiples could be subject
to change as a result of governmental fiscal and monetary policies, competitors'
actions and  other events  affecting  not only  the  air freight  and  logistics
management  services  industry  but  also  the  economy  and  financial  markets
generally. SHAREHOLDERS SHOULD  NOT, THEREFORE, RELY  ON THE DISTRIBUTION  RATIO
SELECTED AS ANY ASSURANCE THAT THE OBJECTIVES SOUGHT TO BE ACHIEVED WILL IN FACT
BE  REALIZED.  See  'Risk  Factors  -- No  Prior  Market  for  Brink's  Stock or
Burlington Stock; Relative Prices to be Determined by the Market'.
 
     CS First Boston advised the Company generally with regard to the terms  and
structure  of the  Brink's Stock Proposal,  and outlined the  steps necessary to
implement the transaction. See ' Reasons for the Brink's Stock Proposal'.
 
     IF THE BRINK'S STOCK PROPOSAL IS NOT ADOPTED BY THE SHAREHOLDERS,  SERVICES
STOCK  WILL NOT BE REDESIGNATED  AS BRINK'S STOCK, BURLINGTON  STOCK WILL NOT BE
CREATED AND DISTRIBUTED, NO AMENDMENTS TO THE ARTICLES OF INCORPORATION WILL  BE
MADE,  THE RELATED STOCK OPTION AND EMPLOYEE BENEFIT PLANS AND OUTSTANDING STOCK
OPTIONS WILL NOT BE AMENDED OR  ADJUSTED PURSUANT TO THE BRINK'S STOCK  PROPOSAL
AND THE
 
                                       24

DIVIDEND  POLICY  CONTEMPLATED  BY  THE  BRINK'S  STOCK  PROPOSAL  WILL  NOT  BE
IMPLEMENTED.
 
     If the  Brink's Stock  Proposal  is approved  by  the shareholders  at  the
Meeting  on  December  , 1995,  the  Company  anticipates that  the  Articles of
Amendment will be filed and become effective on that date, and that certificates
representing Burlington  Stock  will  be  mailed  promptly  thereafter.  On  the
Effective Date, certificates formerly representing shares of Services Stock that
are  held by shareholders will be deemed  to represent an equal number of shares
of Brink's Stock. New certificates representing shares of Brink's Stock will  be
issued  in replacement of certificates  formerly representing shares of Services
Stock as such certificates are received and canceled by the transfer agent as  a
result  of  trading activities.  At any  time  prior to  filing the  Articles of
Amendment with the  State Corporation  Commission of  Virginia, including  after
adoption  by the shareholders of the Company,  the Board may abandon the Brink's
Stock Proposal  in  whole,  but not  in  part,  without further  action  by  the
shareholders.
 
     Fractional   shares  of  Burlington  Stock  will   not  be  issued  in  the
distribution. If more  than one  share of  Services Stock  is held  by the  same
holder  of record, the Company will aggregate the number of shares of Burlington
Stock issuable to such holder upon such distribution (including any fractions of
shares). If the number of shares of Burlington Stock to be issued to any  holder
of  record of Services Stock  includes a fraction of  a whole share, the Company
will pay the cash value of such fractional share, within 60 trading days of  the
Effective  Date, based  upon the  average of  the high  and low  sales prices of
Burlington Stock during  the first  three trading days  following the  Effective
Date.  Shareholders who  own their stock  beneficially through  brokers or other
nominees listed as holders of record  will have their fractional shares  handled
according  to the practices of  such broker or nominee  which may result in such
shareholders receiving a price which is higher  or lower than the price paid  by
the  Company to holders of record. If  the necessary trading of Burlington Stock
does not occur within 20 trading days  after the Effective Date, the Board  will
determine  the fair value  of a share of  Burlington Stock and  the amount to be
paid in lieu of fractional shares.
 
     Authorized but unissued shares of  Brink's Stock and Burlington Stock  will
be  available  for  issuance from  time  to time  by  the Board  for  any proper
corporate purpose, which  could include raising  capital, payment of  dividends,
providing  compensation  or  benefits  to employees  or  acquiring  companies or
businesses.  The  issuance  of  such  additional  shares  of  Brink's  Stock  or
Burlington  Stock would not  be subject to  approval by the  shareholders of the
Company unless deemed  advisable by the  Board or required  by applicable  laws,
regulations or stock exchange listing requirements.
 
     If  the Brink's Stock Proposal is approved,  the Company will set forth the
amount of outstanding Brink's Stock, Burlington Stock and Minerals Stock in  its
periodic  reports on Forms 10-K and 10-Q  filed pursuant to the Exchange Act and
will disclose in its proxy statements  the number of outstanding shares and  per
share  voting  rights of  Brink's Stock,  Burlington  Stock and  Minerals Stock.
Certain holders of Brink's  Stock and certain holders  of Burlington Stock  will
have  reporting obligations under Sections 13 and  16 of the Exchange Act (as do
certain present holders  of Minerals Stock).  Executive compensation  disclosure
will  continue to be provided by the  Company in its annual proxy statements for
its five highest paid executive officers; additional disclosure of  compensation
of  other  officers principally  connected with  either Pittston  Brink's Group,
Pittston Burlington Group or Pittston Minerals Group will not be provided.
 
REASONS FOR THE BRINK'S STOCK PROPOSAL
 
     In mid-1995, the Board authorized management to explore a plan intended  to
provide  holders  of  Services  Stock with  separate  securities  reflecting the
different  business  activities  of  the  Pittston  Services  Group.  The  Board
initially  considered  various  aspects of  the  Brink's Stock  Proposal  at its
meeting on May 5,  1995. The subject  was also discussed on  July 7, 1995,  and,
having reviewed extensive background materials in advance of such meeting, again
on September 15, 1995.
 
     The  Company  believes that,  by implementing  the Brink's  Stock Proposal,
shareholder value  can be  enhanced  because values  inherent in  the  Company's
higher  growth security services  and home security  businesses, as suggested by
higher relative price-earnings multiples  typically associated with high  growth
 
                                       25

businesses,  could  be  realized  through  the  creation  of  separately  traded
securities, one of  which will  be linked to  the performance  of the  Company's
security  services  and  home  security  businesses.  The  other  security  will
represent a  targeted  investment  in  the  global  freight  transportation  and
logistics  management services  business which the  Company believes  could be a
unique publicly traded  security. The  Brink's Stock Proposal  also preserves  a
single  corporate  form, permitting  the Company  to  enjoy lower  borrowing and
operating costs  than  would  three  separate  entities,  while  preserving  the
Company's  ability to engage in additional restructuring options at such time as
these options may  become desirable. However,  since holders of  shares of  each
Group  will continue to be shareholders of the Company, the performance of which
will be affected by the performance of each Group, poor performance by one Group
can adversely affect the performance of  the stock of the other Groups.  Brink's
Stock  and Burlington Stock are designed  to reflect the separate performance of
the Company's security  services and home  security businesses, in  the case  of
Brink's  Stock, and its  global freight transportation  and logistics management
services businesses, in  the case of  Burlington Stock, and  provide holders  of
Services  Stock with an  opportunity to separately evaluate  and invest in each.
Holders of Services Stock  would have the  ability to retain  or sell either  or
both  securities depending on their investment objectives. The proposal does not
preclude further  restructuring  steps should  the  Board consider  such  action
desirable.  There  are not  any operations  or  business activities  included in
Pittston Brink's Group,  Pittston Burlington  Group or  Pittston Minerals  Group
which,  in the judgment of  the Board, lend themselves  to further separation at
this time. Careful studies would be required to determine whether at some future
time any  operations included  in Pittston  Brink's Group,  Pittston  Burlington
Group  or Pittston Minerals Group could lend themselves to separation by spinoff
or otherwise.
 
     In arriving at its recommendation and determination that the Brink's  Stock
Proposal is in the best interests of the Company and its shareholders, the Board
considered  the advice and assistance of its financial and legal advisors. Among
the principal factors considered by the Board were the following:
 
     (1) separate equity  securities would  enable investors  to gain  a  better
         understanding  of Pittston Brink's Group and Pittston Burlington Group,
         and the separate reporting  of their results  would create a  framework
         for  increased  and  more  focused  equity  research  coverage  by  the
         investment community;
 
     (2) separate equity securities could afford increased flexibility to  raise
         capital and/or make acquisitions for each Group with an equity security
         related specifically to that Group;
 
     (3) separate  equity securities  would provide a  framework for structuring
         employee incentive plans for employees of  each Group that can be  tied
         directly  to both the business results  and the stock price performance
         of the Group in which they were employed;
 
     (4) the Brink's Stock Proposal is designed  to avoid any adverse effect  on
         the holders of either Minerals Stock or the Preferred Stock;
 
     (5) counsel  advised that the distribution  of Burlington Stock to Services
         Stock shareholders could be effected tax-free and without the necessity
         of any actual transfer of assets and liabilities; and
 
     (6) the Brink's Stock Proposal would  retain for the Board the  flexibility
         to consider possible future restructuring options.
 
RECOMMENDATION OF THE BOARD
 
     THE  BOARD HAS UNANIMOUSLY APPROVED THE BRINK'S STOCK PROPOSAL AND BELIEVES
THAT ITS  ADOPTION  IS  IN  THE  BEST INTERESTS  OF  THE  COMPANY  AND  ALL  ITS
SHAREHOLDERS.  ACCORDINGLY, THE BOARD  RECOMMENDS THAT ALL  SHAREHOLDERS VOTE IN
FAVOR OF THE ADOPTION OF THE PROPOSAL.
 
RISK FACTORS
 
  Financial Impacts of One Group Could Affect the Other Groups
 
     If the Brink's  Stock Proposal  is approved,  the Company  will provide  to
holders  of Brink's  Stock and  Burlington Stock  separate financial statements,
Management's Discussions and Analyses,
 
                                       26

descriptions of business  and other  relevant information  for Pittston  Brink's
Group   and  Pittston   Burlington  Group,   respectively.  Notwithstanding  the
attribution of corporate assets and  liabilities between Pittston Brink's  Group
and  Pittston Burlington  Group for  the purpose  of preparing  their respective
financial statements,  the  change  in  the capital  structure  of  the  Company
contemplated  by the Brink's Stock  Proposal will not result  in any transfer of
assets or liabilities  of the Company  or any of  its subsidiaries. The  Brink's
Stock  Proposal will  not affect  the rights of  holders of  indebtedness of the
Company or any of its subsidiaries.  The Brink's Stock Proposal will not  affect
the  rights of  holders of  the Company's  Preferred Stock  except that,  if any
shares of Preferred Stock are converted after an exchange of Minerals Stock  for
Brink's  Stock,  the  holder  of  such shares  of  Preferred  Stock  would, upon
conversion, receive shares of Brink's Stock in lieu of shares of Minerals  Stock
upon  such conversion. Although Brink's Stock  and Burlington Stock will reflect
the  operations  of  Pittston  Brink's  Group  and  Pittston  Burlington  Group,
respectively,  and Minerals  Stock will  continue to  reflect the  operations of
Pittston Minerals Group, holders of Brink's Stock, Burlington Stock and Minerals
Stock will be shareholders of the Company, which will continue to be responsible
for all  its  liabilities. Moreover,  an  event affecting  either  the  Pittston
Brink's  Group  or  the Pittston  Burlington  Group  which might  not  have been
material to the Pittston  Services Group could now  be material with respect  to
that  Group and could adversely affect that Group's results of operations. Since
financial developments  within  the  one  Group can  affect  other  Groups,  all
shareholders  of the Company could  be adversely affected by  any such event. In
addition, any net losses of Pittston Brink's Group, Pittston Burlington Group or
Pittston Minerals Group will reduce the  legally available funds of the  Company
available  for the  payment of  dividends on  each of  Brink's Stock, Burlington
Stock and Minerals Stock. Accordingly, the financial information of each of  the
Groups  should be read in conjunction  with the Company's consolidated financial
information.
 
     HOLDERS OF  BRINK'S STOCK,  BURLINGTON  STOCK AND  MINERALS STOCK  WILL  BE
SHAREHOLDERS  OF THE COMPANY, WHICH  WILL CONTINUE TO BE  RESPONSIBLE FOR ALL OF
ITS LIABILITIES. RISKS ASSOCIATED WITH THE COMPANY AS A WHOLE WILL THEREFORE  BE
RISKS  BORNE BY HOLDERS  OF BRINK'S STOCK, BURLINGTON  STOCK AND MINERALS STOCK.
FOR THIS REASON, CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY WILL  CONTINUE
TO BE PUBLISHED AND DISTRIBUTED.
 
     Most  financial  activities are  managed by  the  Company on  a centralized
consolidated basis. Changes in the Company's  total debt that are caused by  the
cash  flows of one Group  could affect the weighted  average interest rate which
will be used to  charge interest expense to  all Groups having attributed  debt,
and to that extent could affect the interest expense charged to the other Groups
in respect of their attributed debt. In obtaining financing through increases of
its  attributed debt, one Group could receive  a 'benefit' or 'detriment' to the
extent that such weighted  average rate is lower  or higher, respectively,  than
the  'market' rate for a hypothetical borrowing by such Group if such Group were
a separate  corporation.  The  Company will  continue  to  prepare  consolidated
financial  statements and also provide such consolidated financial statements to
the holders of Brink's Stock, Burlington Stock and Minerals Stock. The Company's
consolidated financial  information must  be read  in connection  with  Pittston
Brink's  Group's,  Pittston  Burlington  Group's  and  Pittston  Mineral Group's
financial information. See 'Accounting  Matters and Policies', Pittston  Brink's
Group's  Financial Statements and Notes thereto and 'Management's Discussion and
Analysis of Results of Operations and Financial Condition' in Annex V,  Pittston
Burlington  Group's  Financial Statements  and  Notes thereto  and 'Management's
Discussion and Analysis  of Results  of Operations and  Financial Condition'  in
Annex  VII, Pittston Minerals Group's Financial Statements and Notes thereto and
'Management's Discussion and  Analysis of  Results of  Operations and  Financial
Condition'   incorporated  by  reference   herein  and  Pittston's  Consolidated
Financial Statements and Notes thereto and 'Management's Discussion and Analysis
of Results of Operations and Financial Condition' in Annex VIII.
 
 No Prior Market for Brink's Stock or Burlington Stock; Relative Prices to be
  Determined by the Market
 
     Although Services Stock  has been publicly  traded on the  NYSE since  July
1993,  there has  been no  prior market for  either Brink's  Stock or Burlington
Stock. As a result, there can be no assurance as to the liquidity of the trading
markets that will  develop for  Brink's Stock or  Burlington Stock  or that  the
 
                                       27

combined market values of Brink's Stock and Burlington Stock held by a holder of
Services  Stock will equal or exceed the  market value of Services Stock held by
such shareholder prior  to the  Company's announcement of  the Transaction,  and
such  combined market values  could be less  than such market  value of Services
Stock. See 'Price Range of Services Stock and Minerals Stock and Dividends'.
 
     Until an orderly market  develops for Brink's  Stock and Burlington  Stock,
their respective trading prices may fluctuate significantly. The prices at which
Brink's  Stock  and Burlington  Stock trade  will be  determined in  the trading
markets and  may  be influenced  by  many factors,  including  the  consolidated
financial  results of  the Company, the  performance of  Pittston Brink's Group,
Pittston Burlington Group and  Pittston Minerals Group, investors'  expectations
for  the Company and each Group, trading  volume and general economic and equity
market conditions. There  is no assurance  that investors will  assign value  to
Brink's  Stock and Burlington Stock based on their respective reported financial
results and fundamental  operating prospects.  In addition,  the Company  cannot
predict the impact on the market values of Brink's Stock and Burlington Stock of
certain  terms  of those  securities,  such as  the  ability of  the  Company to
exchange outstanding shares of Burlington Stock for shares of Brink's Stock, the
discretion of the  Board to  make various  determinations affecting  one or  the
other  classes of common stock  or the impact on  the market value of Burlington
Stock of its lesser  aggregate voting power relative  to that of Brink's  Stock.
See  'Risk Factors  -- Fiduciary  Duties of  the Board;  No Definitive Precedent
Under Virginia Law' and ' -- Voting Power, Effects on Holders of Brink's  Stock,
Burlington Stock and Minerals Stock'.
 
  Voting Power; Effects on Holders of Brink's Stock, Burlington Stock and
Minerals Stock
 
     The voting rights of Brink's Stock and Burlington Stock are described below
under   'Description   of   Brink's  Stock,   Burlington   Stock   and  Minerals
Stock -- Voting'. In general, the holders of Brink's Stock, Burlington Stock and
Minerals Stock vote  together as  a single voting  group, except  as to  certain
mergers  and statutory share exchanges and to certain amendments to the Articles
of  Incorporation  affecting,  among  other  things,  the  designation,  rights,
preferences  or  limitations of  one  class of  common  stock, in  which  case a
separate vote  of the  particular  voting group  affected  by any  such  merger,
statutory  share exchange or amendment would also be required. Accordingly, if a
separate vote by  the holders  of Brink's  Stock, Burlington  Stock or  Minerals
Stock  is  not required  and  if the  Board does  not  require a  separate vote,
shareholder action could  be taken  upon receiving  an affirmative  vote of  the
holders  of the majority of the  outstanding shares of Brink's Stock, Burlington
Stock and  Minerals Stock  voting together  as a  single voting  group. This  is
significant  because,  upon  the approval  of  the Brink's  Stock  Proposal, the
holders of Brink's Stock and Burlington Stock initially will have  approximately
83% of the total voting power of all the outstanding shares of common stock, and
holders  of Brink's Stock alone will have approximately 55% of such total voting
power. However, as required by Virginia law, certain amendments to the  Articles
of  Incorporation  affecting,  among  other  things,  the  designation,  rights,
preferences or limitations of one class of common stock, and certain mergers  or
statutory  share exchanges,  must be  approved by the  holders of  such class of
common stock,  voting as  a  separate voting  group. In  certain  circumstances,
approval  of the holders  of two-thirds of  that class may  be required. In such
instance, the holders of Brink's Stock,  Burlington Stock or Minerals Stock,  as
the  case may be, could prevent  adoption of such amendment, notwithstanding the
fact that the holders of a majority of the total number of outstanding shares of
all classes of common stock, voting as a group, had voted in favor of it.
 
     The voting power of holders of  Minerals Stock initially will be  unchanged
by the Brink's Stock Proposal. Brink's Stock will have one vote per share at all
times.  Immediately following  the consummation  of the  Transaction, Burlington
Stock will have one vote per share,  and Minerals Stock will have 1.5 votes  per
share,  in either case subject to adjustment  as set forth below. Upon the first
such adjustment  on January  1, 1996,  the  voting power  of Minerals  Stock  is
expected  to decrease based  upon the current  market capitalization of Minerals
Stock relative  to  the current  market  capitalization of  Services  Stock.  In
addition,  in the event that the combined market capitalization of Brink's Stock
and Burlington Stock  exceed the  market capitalization of  Services Stock,  the
voting power of Minerals Stock will, upon such adjustment, be subject to further
reduction. See 'Price Range of Services Stock and Minerals Stock and Dividends'.
 
                                       28

     As  discussed  in  'Description  of  Brink's  Stock,  Burlington  Stock and
Minerals Stock -- Voting', on January 1, 1996, and on January 1 every two  years
thereafter, the number of votes to which the holders of each share of Burlington
Stock  and each share  of Minerals Stock  will be entitled  will be adjusted and
fixed for two-year periods, based on the relative Fair Market Values (as defined
at page 34)  of the outstanding  shares of Brink's  Stock, Burlington Stock  and
Minerals  Stock, in such a manner that each class' share of the aggregate voting
power at such time will be equal to that class' share of the Company's aggregate
market capitalization at such time. For example, assuming that Minerals  Stock's
share  of the Company's  aggregate market capitalization on  January 1, 1996, is
$20 million, that of Burlington  Stock on such date is  $50 million and that  of
Brink's  Stock is $100 million and the Company's aggregate market capitalization
on such date is  $170 million, holders of  Minerals Stock, Burlington Stock  and
Brink's  Stock would have  approximately 12%, 29% and  59%, respectively, of the
aggregate voting power from January 1, 1996, to and including December 31, 1997.
Adjustments to the number  of votes per share  of Minerals Stock and  Burlington
Stock  affect  the  relative voting  rights  of  holders of  Minerals  Stock and
Burlington Stock as compared to the voting rights of Brink's Stock.
 
  Fiduciary Duties of the Board; No Definitive Precedent Under Virginia Law
 
     Under Virginia law, each  member of the Board  must act in accordance  with
their  good faith business judgment of the  best interests of the Company, which
would include the interests  of all the shareholders,  including the holders  of
Brink's  Stock,  the holders  of Burlington  Stock and  the holders  of Minerals
Stock. The Brink's Stock Proposal may give rise to occasions when the  interests
of the holders of Brink's Stock, the holders of Burlington Stock and the holders
of  Minerals Stock may diverge or appear to diverge. Although the Company is not
aware of any precedent concerning the manner in which principles of Virginia law
would be applied  in the context  of the capital  structure contemplated by  the
Brink's  Stock  Proposal, principles  of Virginia  law provide  that a  board of
directors must act in  accordance with its good  faith business judgment of  the
corporation's  best interests,  taking into  consideration the  interests of all
common shareholders regardless  of class  or series. Under  these principles  of
Virginia  law, a good faith determination made by a disinterested and adequately
informed Board with  respect to any  matter having a  disparate impact upon  the
holders  of Brink's Stock,  the holders of  Burlington Stock and  the holders of
Minerals Stock would be a defense to any challenge to such determination made by
or on  behalf of  any such  group  of holders.  Nevertheless, a  Virginia  court
hearing  a case  involving such  a challenge may  decide to  apply principles of
Virginia law other than those discussed above, or may fashion new principles  of
Virginia  law, in order  to decide such a  case, which would be  a case of first
impression. The Articles of Amendment provide that Board determinations made  by
a majority of disinterested directors (as defined therein) are final and binding
on  all  shareholders of  the  Company (see  'Description  of Brink's  Stock and
Burlington Stock -- Determinations by the Board').
 
     The Brink's Stock Proposal  does not create any  new rights for holders  of
Brink's Stock, Burlington Stock or Minerals Stock, except to the extent provided
in  the Articles of  Amendment or the  Virginia Stock Corporation  Act, nor does
that Proposal create any new obligations of the Board to one Group as opposed to
the other Groups.
 
     The Board has approved the policies described in this Proxy Statement  with
regard  to payment of dividends,  allocation of indebtedness, corporate expenses
and  pension  liabilities,  tax-sharing  arrangements  and  other  matters.   In
implementing  those policies and in dealing with matters involving any actual or
potential conflict of interest between different classes of stock, the Board may
solicit advice from legal counsel and  other advisors relating to the  discharge
of  its fiduciary duties to the common shareholders. The Board may change any of
such approved policies in any respect,  although it has no present intention  to
do so.
 
  Potential Conflicts of Interest
 
     The  existence of separate classes of common  stock of the Company may give
rise to  occasions when  the interests  of  the holders  of Brink's  Stock,  the
holders  of Burlington Stock  and the holders  of Minerals Stock  may diverge or
appear to diverge. As further  described below, examples include  determinations
by  the Board to  (i) pay or omit  the payment of  dividends, (ii) exchange each
outstanding share of
 
                                       29

Burlington Stock or Minerals Stock for shares of Brink's Stock at a premium  and
(iii) approve dispositions of assets and properties of Pittston Burlington Group
or Pittston Minerals Group.
 
     No  Assurance of Payment  of Dividends. Subject  to limitations of Virginia
law and the Articles  of Incorporation, the Board  may, in its sole  discretion,
declare and pay dividends on Brink's Stock, Burlington Stock, Minerals Stock and
Preferred  Stock in any amount, and may  decide not to declare and pay dividends
on any one  or all classes,  notwithstanding the amount  of funds available  for
dividends on each class, the amount of prior dividends declared on each class or
any  other  factor. See  'Dividend Policy'  and  'Description of  Brink's Stock,
Burlington Stock and Minerals Stock -- Dividends'.
 
     Optional Exchanges of Burlington Stock or Minerals Stock for Brink's Stock.
The Board may, in  its sole discretion, determine  to exchange each  outstanding
share  of Burlington Stock for shares of  Brink's Stock (or, if no Brink's Stock
is then outstanding, Minerals Stock) at a 15% premium. Such an exchange could be
effected at any  time, including immediately  prior to a  disposition of all  or
substantially  all of  the properties  and assets  of Pittston  Burlington Group
which would  otherwise  give  rise  to  a  mandatory  exchange  of  such  shares
immediately following such disposition as required by the Articles of Amendment.
The  Board  may  also,  in  its  sole  discretion,  determine  to  exchange each
outstanding share  of Minerals  Stock for  shares of  Brink's Stock  (or, if  no
Brink's  Stock is then outstanding, Burlington Stock)  at a 15% premium. Such an
exchange could  be  effected at  any  time,  including immediately  prior  to  a
disposition of all or substantially all of the properties and assets of Pittston
Minerals  Group which would otherwise give rise  to a mandatory exchange of such
shares immediately following such  disposition, as required  by the Articles  of
Amendment.  Any such exchange at such premium  would dilute the interests of the
holders of Brink's Stock and would  preclude holders of Burlington Stock or  the
holders  of Minerals Stock, as the case  may be, from retaining their investment
in a security separately  reflecting the Company's  minerals businesses, in  the
case  of  Minerals Stock,  or the  Company's  global freight  transportation and
logistics management services businesses, in the case of Burlington Stock. Since
the authority of the Board to require an exchange is discretionary, it could  be
exercised  at a time when such exchange  might be disadvantageous to the holders
of Brink's Stock, Burlington  Stock or Minerals Stock;  however, the Board  must
act  in accordance with its fiduciary duties. See 'Description of Brink's Stock,
Burlington Stock and Minerals Stock -- Exchange'. For a discussion of the effect
of any such exchange of Minerals  Stock for Brink's Stock (or Burlington  Stock)
upon  the  conversion rights  of  the Preferred  Stock,  see 'The  Brink's Stock
Proposal -- Effects on Preferred Stock'.
 
     Dispositions of  Pittston  Burlington  Group  or  Pittston  Minerals  Group
Assets.  The  Board  may,  in  its  sole  discretion,  approve  sales  and other
dispositions of any amount of the  properties and assets of Pittston  Burlington
Group  or Pittston  Minerals Group  without shareholder  approval, because under
Virginia law  shareholder  approval  is  only  required  for  a  sale  or  other
disposition  of all  or substantially  all of the  properties and  assets of the
entire Company. The  Articles of  Amendment, however,  contain provisions  which
require  the Company to  exchange each outstanding share  of Burlington Stock or
Minerals Stock, as the case may be, for shares of Brink's Stock at a 15% premium
following a  disposition of  all or  substantially  all (viz.,  80% or  more  as
specified  in such Articles) of the properties and assets of Pittston Burlington
Group or Pittston Minerals  Group, as the  case may be, but  do not require  the
Company to do so upon sales or other dispositions of less than substantially all
of  such properties  and assets. See  'Description of  Brink's Stock, Burlington
Stock and  Minerals  Stock --  Exchange'.  The appropriate  disposition  of  any
disposition  proceeds  would  be  subject  to  determination  by  the  Board  in
accordance with  approved  accounting  policies  and  in  the  exercise  of  its
fiduciary  duties.  See  'Risk Factors  --  Fiduciary  Duties of  the  Board; No
Definitive Precedent Under Virginia Law'.
 
     In certain instances  the potential conflicts  of interest described  above
would  call for careful balancing of the  respective interests of the holders of
Brink's Stock,  Burlington Stock  and Minerals  Stock. The  Board has  been  and
intends  to  continue to  be  diligent in  observing  its fiduciary  duties, and
believes that it will be feasible to perform those duties in a manner consistent
with the best interests of the Company and all its shareholders.
 
  Management and Accounting Policies Subject to Change
 
     As stated below, the Board  has approved certain management and  accounting
policies  with respect to Pittston Brink's  Group and Pittston Burlington Group.
See 'Certain Management Policies' and
 
                                       30

'Accounting Matters and Policies'. The Board may in its discretion determine  to
change any of those policies at any time, subject to compliance with the Board's
fiduciary  duties and to generally  accepted accounting principles. For example,
such principles require that any new or modified accounting policy be consistent
with such principles and preferable to the policy previously established.
 
DIVIDEND POLICY
 
     The Company has most recently paid  dividends on its Services Stock at  the
annual rate of $0.20 per share, payable quarterly. If the Brink's Stock Proposal
is  adopted, the Board initially  intends to pay dividends  on Brink's Stock and
Burlington Stock  at  annual rates  of  $0.10 per  share  and $0.24  per  share,
respectively,  payable quarterly, which, after giving effect to the Transaction,
would be equivalent to an annual dividend of $0.22 per share of Services  Stock.
Subject  to the continued availability of an Available Minerals Dividend Amount,
the Board expects to continue to pay  a quarterly dividend at an annual rate  of
$0.65  per share on the  Minerals Stock. The Board  has the discretion to reduce
these intended dividends, or to pay no dividends at all.
 
     The amount of the initial dividend on Brink's Stock and on Burlington Stock
was determined  in accordance  with the  factors referred  to below  and on  the
advice  of the  Company's financial  advisor as  to dividends  paid by companies
comparable to the  business units  comprising the Brink's  Group and  Burlington
Group, respectively.
 
     The  Board  intends  to declare  and  pay  dividends on  Brink's  Stock and
Burlington Stock  and to  continue  to pay  dividends  on Minerals  Stock  based
primarily  upon  the respective  earnings,  financial condition,  cash  flow and
business requirements  of  the  respective Groups.  Since  the  Company  remains
subject to Virginia law limitations on dividends and to dividend restrictions in
its public debt and bank credit agreements, losses by one Group could affect the
Company's  ability to pay  dividends in respect  of stock relating  to the other
Groups. In making its dividend decisions,  the Board will rely on the  financial
statements  of Pittston  Brink's Group,  Pittston Burlington  Group and Pittston
Minerals Group, respectively.  See Annexes V,  VII and VIII  for the  historical
Financial  Statements  of  Pittston  Brink's  Group,  the  historical  Financial
Statements  of  Pittston  Burlington  Group  and  the  historical   Consolidated
Financial Statements of the Pittston Company and Subsidiaries, respectively. For
information  concerning  restrictions on  the funds  out  of which  dividends on
Brink's Stock, Burlington Stock and Minerals Stock may be paid, see 'Description
of Brink's Stock, Burlington Stock and Minerals Stock -- Dividends'.
 
DESCRIPTION OF BRINK'S STOCK, BURLINGTON STOCK AND MINERALS STOCK
 
     THE FOLLOWING DESCRIPTIONS ARE QUALIFIED BY  REFERENCE TO ANNEX II TO  THIS
PROXY  STATEMENT, WHICH CONTAINS THE  FULL TEXT OF THE  ARTICLES OF AMENDMENT TO
THE ARTICLES OF INCORPORATION.
 
  Authorized Capital Stock
 
     The Articles  of  Incorporation  currently  provide  that  the  Company  is
authorized  to issue  122 million  shares of capital  stock, of  which 2 million
shall be shares of preferred  stock, and 120 million  shall be shares of  common
stock,  consisting of 100 million shares of Services Stock and 20 million shares
of Minerals Stock.  If the Brink's  Stock Proposal is  adopted, the Articles  of
Incorporation will be amended to authorize the issuance of 172 million shares of
capital  stock, of which  2 million shall  be shares of  preferred stock and 170
million shall be shares of different classes of common stock, consisting of  100
million  shares of Brink's Stock,  50 million shares of  Burlington Stock and 20
million shares  of Minerals  Stock.  Authorized but  unissued shares  of  common
stock,  including Brink's  Stock, Burlington Stock  and Minerals  Stock, will be
available for issuance by the  Company from time to  time, as determined by  the
Board,  for any proper  corporate purpose, which  could include raising capital,
payment of stock dividends, providing compensation for benefits to employees  or
acquiring  other companies or businesses. From time to time the Company receives
or initiates proposals for possible  acquisitions of businesses or companies  on
terms which could include issuance of shares of common or preferred stock of the
Company.
 
                                       31

     The issuance of shares of Brink's Stock, Burlington Stock or Minerals Stock
would  not be  subject to  approval by  the shareholders  of the  Company unless
deemed advisable by the Board or required by applicable law, regulation or stock
exchange voting requirements. As indicated under 'Certain Management  Policies',
any  net  proceeds from  the issuance  by  the Company  of additional  shares of
Brink's Stock,  Burlington  Stock or  Minerals  Stock  will be  applied  to  the
respective  business activities  of Pittston Brink's  Group, Pittston Burlington
Group or  Pittston Minerals  Group, as  the case  may be,  and invested  in  the
businesses or used to reduce liabilities attributed to the respective Groups.
 
  Structure of Groups
 
     The structure of Pittston Burlington Group was determined functionally, the
underlying  concept being  the aggregation of  all the  Company's global freight
transportation and  logistics management  services businesses.  Thus,  investors
with  a  positive  view  of  these  businesses  will  be  able  to  target their
investments more  precisely  than  is  the  case  under  the  Company's  present
structure.  The structure of Pittston Brink's Group is designed to encompass the
Company's security  services  and home  security  businesses. The  structure  of
Pittston  Minerals Group continues  to aggregate the  Company's coal and mineral
related business  currently  operated  by Pittston  Coal  Company  and  Pittston
Mineral  Ventures  Company. Allocation  of  assets and  liabilities  to Pittston
Burlington Group and Pittston Brink's Group  was in most instances based on  the
association  of those assets  and liabilities with  the underlying businesses of
the respective Groups. See Annexes IV and VI for a description of the businesses
of each of Pittston Brink's Group and Pittston Burlington Group.
 
  Dividends
 
     Dividends on Brink's Stock and Burlington Stock will be subject to the same
limitations as dividends on  the existing Services Stock,  which are limited  to
legally available funds (as prescribed by Virginia law) and subject to the prior
payment of dividends on outstanding shares of preferred stock, if any, including
the  Preferred Stock.  Such dividends  are also  restricted by  covenants in the
Company's public debt indenture and bank credit agreements, the most restrictive
of which  would have  allowed, as  of June  30, 1995,  dividends of  up to  $201
million  to have been  paid on all  classes of the  Company's capital stock. The
dividend policies  and limitations  applicable  to Minerals  Stock will  not  be
altered by the Brink's Stock Proposal.
 
     With  regard to dividend  limitations imposed by  Virginia law on Pittston,
the Board may base a determination that a proposed dividend distribution is from
funds  legally  available  therefor  under  Virginia  law  either  on  financial
statements prepared on the basis of accounting practices and principles that are
reasonable  in the circumstances or  on a fair valuation  of the Company's total
net assets or other methods that are reasonable in the circumstances.
 
     The Board, subject to the limitations on dividends with respect to each  of
Brink's  Stock, Burlington Stock and Minerals Stock set forth above, may, in its
sole discretion,  declare  and  pay  dividends  exclusively  on  Brink's  Stock,
exclusively  on Burlington  Stock or exclusively  on Minerals Stock,  or on such
classes in equal or unequal  amounts, notwithstanding the respective amounts  of
funds  available  for  dividends  on  each  class,  the  respective  voting  and
liquidation rights of each class, the amount of prior dividends declared on each
class or any other factor. See 'Dividend Policy'.
 
  Exchange
 
     The Brink's Stock Proposal will  permit the exchange of outstanding  shares
of Burlington Stock or Minerals Stock, as the case may be, for shares of Brink's
Stock  upon  the terms  described below.  The ability  to effect  such exchanges
provides the  Company  with  flexibility  to  alter  its  capital  structure  if
warranted by future facts and circumstances. Accordingly, if deemed desirable at
a  future date by the Board, the Company could retire all the outstanding shares
of Burlington Stock or Minerals Stock  through such an exchange, thus  resulting
in  the Company having  only one or two,  as the case may  be, classes of common
stock outstanding instead of three such classes. The Company cannot predict  the
effect  on the respective market prices  for Brink's Stock, Burlington Stock and
Minerals Stock  of its  ability to  effect the  exchanges described  below.  For
information concerning the effect of any such
 
                                       32

exchange  of outstanding  Minerals Stock for  Brink's Stock  upon the conversion
rights of the  Preferred Stock, see  'The Brink's Stock  Proposal -- Effects  on
Preferred Stock'.
 
     Brink's  Stock. Shares of Brink's Stock  are not subject to either optional
or mandatory exchange by the Board.
 
     Burlington Stock. The Board  may, at any time  and in its sole  discretion,
declare  that each outstanding share of  Burlington Stock shall be exchanged for
fully paid  and non-assessable  shares of  Brink's Stock  (or, if  there are  no
shares  of Brink's  Stock outstanding, shares  of Minerals Stock)  having a Fair
Market Value equal to 115% of the  Fair Market Value of one share of  Burlington
Stock,  as of the date  of the first public announcement  by the Company of such
exchange. Such an exchange could be effected at any time, including  immediately
prior  to a disposition of all or substantially all of the properties and assets
of Pittston Burlington  Group which  would otherwise  give rise  to a  mandatory
exchange  of such shares  immediately following such  disposition as required by
the Articles of Amendment (which is  discussed below). Any optional exchange  at
the  15% premium would dilute the interests  of the holders of Brink's Stock and
would preclude  holders  of Burlington  Stock  from retaining  investment  in  a
security  separately reflecting the Company's  global freight transportation and
logistics management services businesses.  Since the authority  of the Board  to
require  an exchange is discretionary, it could be exercised at a time when such
exchange might be  disadvantageous to  the holders  of either  Brink's Stock  or
Burlington  Stock; however, the Board must  act in accordance with its fiduciary
duties.
 
     In addition, upon the sale, offer, assignment or other disposition (whether
by merger, consolidation, sale or contribution  of assets or stock or  otherwise
(a  'Disposition') in one transaction or a series of related transactions by the
Company of all  or substantially all  of the properties  and assets of  Pittston
Burlington  Group (other than in connection  with the Disposition by the Company
of all of its properties and assets in one transaction) to any person, entity or
group (other than (a) holders of all outstanding shares of Burlington Stock on a
pro rata basis or (b) a person,  entity or group in which the Company,  directly
or  indirectly,  owns  a majority  equity  interest), the  Company  is required,
effective on or prior to the first Business Day following the 60th day following
the consummation  of such  Disposition, to  exchange each  outstanding share  of
Burlington  Stock for fully paid and  nonassessable shares of Brink's Stock (or,
if there are no shares of  Brink's Stock outstanding, shares of Minerals  Stock)
having  a Fair Market Value equal to 115%  of the Fair Market Value of one share
of Burlington Stock,  as of the  date of  the first public  announcement by  the
Company of such Disposition.
 
     Minerals  Stock. The  Board may,  at any time  and in  its sole discretion,
declare that each  outstanding share of  Minerals Stock shall  be exchanged  for
fully  paid and  non-assessable shares  of Brink's  Stock (or,  if there  are no
shares of Brink's Stock outstanding, shares  of Burlington Stock) having a  Fair
Market  Value equal to  115% of the Fair  Market Value of  one share of Minerals
Stock, as of the date  of the first public announcement  by the Company of  such
exchange.  Such an exchange could be effected at any time, including immediately
prior to a disposition of all or substantially all of the properties and  assets
of  Pittston  Minerals Group  which  would otherwise  give  rise to  a mandatory
exchange of such shares  immediately following such  disposition as required  by
the  Articles of Amendment (which is  discussed below). Any optional exchange at
the 15% premium would dilute the interests  of the holders of Brink's Stock  and
would preclude holders of Minerals Stock from retaining investment in a security
separately  reflecting  the Company's  natural  resources businesses.  Since the
authority of the  Board to  require an exchange  is discretionary,  it could  be
exercised  at a time when such exchange  might be disadvantageous to the holders
of either  Brink's Stock  or Minerals  Stock;  however, the  Board must  act  in
accordance with its fiduciary duties.
 
     In  addition, upon a Disposition in one  transaction or a series of related
transactions by the Company  of all or substantially  all of the properties  and
assets of Pittston Minerals Group (other than in connection with the Disposition
by  the Company of all  of its properties and assets  in one transaction) to any
person, entity or  group (other than  (a) holders of  all outstanding shares  of
Minerals Stock on a pro rata basis or (b) a person, entity or group in which the
Company,  directly or indirectly, owns a  majority equity interest), the Company
is required, effective on or prior to the first Business Day following the  60th
day following the consummation of such Disposition, to exchange each outstanding
share of Minerals Stock for fully paid and nonassessable shares of Brink's Stock
(or, if there are no
 
                                       33

shares  of Brink's Stock outstanding, shares  of Burlington Stock) having a Fair
Market Value equal to  115% of the  Fair Market Value of  one share of  Minerals
Stock,  as of the date  of the first public announcement  by the Company of such
Disposition.
 
     Under Section 13.1-724 of the  Virginia Stock Corporation Act, approval  of
the holders of Minerals Stock, of Burlington Stock or Brink's Stock, as the case
may  be, for the sale  of all or substantially all  of the properties and assets
attributable to Pittston Minerals Group,  Pittston Burlington Group or  Pittston
Brink's  Group, as the  case may be,  would not be  required. That Section would
require approval of the holders of Minerals Stock, Burlington Stock and  Brink's
Stock  voting as a single  voting group only if all  or substantially all of the
Company's properties and assets were to be sold.
 
     Since it is the intention of the  Company to manage the businesses of  each
Group  for the  benefit of the  holders of the  class of stock  relating to that
Group, asset acquisitions and  dispositions will be  directly attributed to  the
appropriate   Group  and  their  effect  reflected  in  such  Group's  financial
statements. Subject to the right of management to establish indebtedness between
the respective Groups in  appropriate circumstances, the  net proceeds of  asset
dispositions will be attributed to the relevant Group.
 
     'Fair  Market Value'  of shares of  any class  of common stock  on any date
means the average  of the daily  closing prices thereof  for the 10  consecutive
Business  Days commencing on the 30th Business Day prior to the date in question
(e.g., the  date of  the first  public announcement  by the  Company of  certain
action  or a January 1 of any year in which a voting adjustment will occur). The
closing price for each Business  Day shall be (i) if  such shares are listed  or
admitted  to trading on a national securities exchange, the closing price on the
Composite Tape  (or  any  successor composite  tape  reporting  transactions  on
national securities exchanges) or, if such Composite Tape shall not be in use or
shall  not report  transactions in  such shares,  the last  reported sales price
regular way on the principal national  securities exchange on which such  shares
are  listed  or admitted  to  trading (which  shall  be the  national securities
exchange on which the greatest number of shares of stock has been traded  during
such  10 consecutive Business Days), or, if  there is no transaction on any such
Business Day in any such situation, the mean of the bid and asked prices on such
Business Day, or (ii) if  such shares are not listed  or admitted to trading  on
any  such exchange, the closing price, if  reported, or, if the closing price is
not reported, the average of the closing bid and asked prices as reported by the
National Association  of Securities  Dealers Automated  Quotations System  or  a
similar  source selected from time  to time by the  Company for this purpose. In
the event such  closing prices are  unavailable, the Fair  Market Value of  such
shares shall be determined by the Board.
 
     'Substantially  all of  the properties  and assets'  of Pittston Burlington
Group or Pittston Minerals Group, as the case may be, as of any date, shall mean
a portion of such properties and assets  that represents at least 80% of  either
of  the then-current market value, as determined by the Board based on opinions,
appraisals or such other evidence as  the Board shall consider relevant, of,  or
the  aggregate reported  net sales for  the immediately  preceding twelve fiscal
quarterly periods of  the Company  derived from,  the properties  and assets  of
Pittston  Burlington Group or Pittston Minerals Group, as the case may be, as of
such date (excluding the properties and assets of any person, entity or group in
which the Company,  directly or  indirectly, owns  less than  a majority  equity
interest).
 
     'Business  Day'  means each  weekday other  than any  day on  which Brink's
Stock, Burlington  Stock  or  Minerals  Stock is  not  traded  on  any  national
securities  exchange or the National Association of Securities Dealers Automated
Quotations System or in the over-the-counter market.
 
     General Exchange Provisions. In the event of any exchange described  above,
the  Company  shall cause  to be  given to  each holder  of Burlington  Stock or
Minerals Stock,  as  the case  may  be, a  notice  stating (A)  that  shares  of
Burlington  Stock or Minerals Stock, as the case may be, shall be exchanged, (B)
the date of the exchange, (C) the kind and amount of shares of capital stock  to
be  received by such  holder with respect  to each share  of Burlington Stock or
Minerals Stock, as the case may be, held by such holder, including details as to
the calculation thereof, (D) the place  or places where certificates for  shares
of  Burlington Stock or Minerals Stock, as the case may be, properly endorsed or
assigned for transfer (unless  the Company waives such  requirement), are to  be
surrendered for delivery of certificates of shares of such capital stock and (E)
that,  except as  provided in the  following paragraph,  dividends on Burlington
Stock or Minerals Stock, as the  case may be, will cease  to be paid as of  such
 
                                       34

exchange  date. Such notice shall be  sent by first-class mail, postage prepaid,
not less than 30  nor more than 60  days prior to the  exchange date and in  any
case  to each holder of Burlington Stock or  Minerals Stock, as the case may be,
at such holder's address as the same appears on the stock transfer books of  the
Company.  Neither the failure  to mail such  notice to any  particular holder of
Burlington Stock or Minerals Stock, as the  case may be, nor any defect  therein
shall  affect  the  sufficiency thereof  with  respect  to any  other  holder of
Burlington Stock or Minerals Stock, as the  case may be. Under the terms of  the
Preferred  Stock, the Company is also required  to give 30 days' prior notice to
holders of Preferred Stock of its intention to take any action that would result
in an exchange  of outstanding shares  of Minerals Stock  for shares of  Brink's
Stock (or Burlington Stock).
 
     The  Company expects  to set a  record date  in advance of  any exchange of
shares of Burlington Stock or  Minerals Stock, as the case  may be, in order  to
facilitate  orderly trading in such shares in the event of any such exchange. No
adjustments in  respect of  dividends shall  be made  upon the  exchange of  any
shares  of Burlington  Stock or  Minerals Stock, as  the case  may be; provided,
however, that, if such shares are exchanged by the Company after the record date
for determining holders of Burlington Stock  or Minerals Stock, as the case  may
be,  entitled  to  any  dividend  or  distribution  thereon,  such  dividend  or
distribution shall be  payable to the  holders of  such shares at  the close  of
business on such record date notwithstanding such exchange.
 
     Before  any holder of shares of Burlington  Stock or Minerals Stock, as the
case may be, shall  be entitled to receive  certificates representing shares  of
any  kind of  capital stock to  be received by  such holder with  respect to any
exchange of such shares of Burlington Stock or Minerals Stock, such holder shall
surrender at such  office as  the Company  shall specify  certificates for  such
shares  of Burlington Stock or Minerals Stock, properly endorsed or assigned for
transfer  (unless  the  Company  shall  waive  such  requirement).  As  soon  as
practicable  after surrender of certificates for such shares of Burlington Stock
or Minerals Stock,  the Company will  deliver to  the holder of  such shares  so
surrendered the certificates representing the number of whole shares of the kind
of  capital stock to which such holder is entitled, together with any fractional
payment referred to below.
 
     The Company shall not be required to issue or deliver fractional shares  of
any  class of capital stock to any holder of Burlington Stock or Minerals Stock,
as the case may be, upon any  exchange described above. If the number of  shares
of  any class of capital stock remaining to be issued or delivered to any holder
of Burlington Stock or Minerals  Stock, is a fraction,  the Company shall pay  a
cash  adjustment in  respect of  such fraction  in an  amount equal  to the fair
market value of such fraction on the date such payment is to be made.
 
     Shareholders who  own their  stock beneficially  through brokers  or  other
nominees  listed as holders of record  will have their fractional shares handled
according to the practices of  such broker or nominee  which may result in  such
shareholders  receiving a price which is higher  or lower than the price paid by
the Company to holders of record.
 
  Voting
 
     The Brink's Stock Proposal  provides that holders of  Brink's Stock at  all
times  will have one vote  per share, and initially  holders of Burlington Stock
and Minerals Stock  will have  one and 1.5  votes per  share, respectively.  The
votes  of holders  of Burlington  Stock and  Minerals Stock  will be  subject to
adjustment on January 1, 1996,  and on January 1  every two years thereafter  in
such  a manner so that  each class' share of the  aggregate voting power at such
time will  be equal  to that  class'  share of  the Company's  aggregate  market
capitalization  at such  time. Accordingly, beginning  on January  1, 1996, each
share of Burlington Stock and  Minerals Stock may have  more than, less than  or
continue  to have the number of votes per share as they initially will following
the consummation of the Transaction. The  periodic adjustments in the number  of
votes  to which holders of Burlington Stock  and Minerals Stock will be entitled
will limit  the ability  of  investors in  one class  to  acquire for  the  same
consideration relatively greater or lesser voting power per share than investors
in  the other classes. Because  the adjustment of voting  powers will occur only
biennially,  substantial  disparity  in  the  voting  power  purchasable  for  a
specified amount may exist among the three Groups' shares from time to time.
 
                                       35

     Holders  of Brink's  Stock, Burlington Stock  and Minerals  Stock will vote
together as  a  single voting  group  on all  matters  as to  which  all  common
shareholders  are entitled to vote. In  addition, as prescribed by Virginia law,
certain amendments  to  the Articles  of  Incorporation affecting,  among  other
things,  the designation,  rights, preferences  or limitations  of one  class of
common stock, or certain mergers or statutory share exchanges, must be  approved
by the holders of such class of common stock, voting as a separate voting group,
and,  in certain circumstances, may  also have to be  approved by the holders of
each of the  other classes of  common stock, voting  as separate voting  groups.
Amendments to the Articles of Incorporation that would affect or would otherwise
adjust  the voting rights  of the holders  of Minerals Stock  are required to be
approved by the  holders of  two-thirds of  the outstanding  shares of  Minerals
Stock,  voting  separately  as a  separate  voting group.  Because  most matters
brought to a shareholder vote  will only require the  approval of a majority  of
all  the Company's  outstanding common  stock entitled  to vote  on such matters
(including Brink's Stock, Burlington Stock  and Minerals Stock) voting  together
as  a single  voting group,  if holders  of Brink's  Stock, Burlington  Stock or
Minerals Stock would have more than the number of votes required to approve  any
such  matter, those holders would be in a position to control the outcome of the
vote on such matter. See  'Risk Factors -- Voting  Power; Effects on Holders  of
Brink's Stock, Burlington Stock and Minerals Stock'.
 
     The  Articles of Amendment reserve to the  Board the right to condition the
submission of a particular matter on receipt  of a separate vote of the  holders
of  outstanding shares of Brink's Stock, Burlington Stock or Minerals Stock. The
Board has no present intention of  imposing such a separate vote requirement  on
any  matter which it can now foresee. However, should the Board, in the exercise
of its fiduciary duties and its good faith judgment of the best interests of the
Company, conclude that such  a separate vote is  necessary or desirable, it  has
reserved the right to so require.
 
     Only one annual meeting of shareholders will be held in 1996 and subsequent
years.  Holders  of  Brink's Stock,  Burlington  Stock and  Minerals  Stock will
receive a notice of  each annual meeting  and will be entitled  to vote at  such
meeting. Any such holder may also submit a shareholder proposal for inclusion in
the  Company's annual  proxy statement to  the extent such  holder meets certain
eligibility requirements specified  under the Federal  securities law. Such  law
currently  provides that,  among other things,  at the time  such holder submits
such a proposal, such holder shall be  a record or beneficial owner of at  least
one  percent or $1,000 in market value of securities entitled to be voted on the
proposal at the  meeting of shareholders  and have held  such securities for  at
least  one  year, and  such holder  must  also continue  to own  such securities
through the date on  which such meeting  is held. The  Company intends to  apply
this  requirement at  the Company level  so that  a holder of  shares of Brink's
Stock, Burlington Stock  or Minerals  Stock, or  any combination  of the  three,
aggregating  at  least one  percent or  $1,000  in market  value of  all classes
combined will have the right to submit such a proposal.
 
  Liquidation
 
     Under  the  Brink's  Stock  Proposal,  in  the  event  of  a   dissolution,
liquidation  or winding  up of  the Company  the holders  of outstanding Brink's
Stock,  the  holders  of  outstanding  Burlington  Stock  and  the  holders   of
outstanding  Minerals  Stock  will  initially  share on  a  per  share  basis an
aggregate amount equal to approximately 55%,  28% and 17%, respectively, of  the
funds, if any, remaining for distribution to common shareholders. In the case of
Minerals  Stock, such  percentage has  been set  to ensure  that the  holders of
Minerals Stock are  entitled to  the same share  of any  such funds  immediately
following   implementation  of  the   Proposal  as  they   were  prior  thereto,
notwithstanding the  fact  that  immediately  following  implementation  of  the
Proposal  the actual proportion of the number of shares of Minerals Stock to the
total number of shares of common stock will equal approximately 12%. Maintaining
the 17% Minerals Stock liquidation percentage has been accomplished by providing
in the Articles of Amendment that in any determination of the amounts  available
in  liquidation for holders of Minerals Stock the number of Minerals Stock shall
be deemed to include an additional      shares (the 'Nominal Shares'). Following
implementation of  the Proposal,  each  class's share  of  such funds  shall  be
subject  to adjustment in  the future based  upon the total  number of shares of
Brink's Stock, Burlington  Stock or  Minerals Stock, as  the case  may be,  then
outstanding  as compared to the total number  of shares of all classes of common
stock then outstanding (totals, in the case of Minerals Stock, shall include the
Nominal Shares). Thus, the liquidation rights  of the holders of the  respective
classes may
 
                                       36

not  bear any  relation to  the relative  market values  or the  relative voting
rights of the three classes. The Company considers that its complete liquidation
is a remote contingency,  and its financial advisor  believes that, in  general,
these  liquidation  provisions  are  immaterial  to  trading  in  Brink's Stock,
Burlington Stock  and  Minerals Stock.  Further,  tax counsel  has  advised  the
Company that this liquidation provision is preferable from a tax point of view.
 
  Subdivision or Combination
 
     If  the Company subdivides (by stock split, stock dividend or otherwise) or
combines (by reverse stock split or otherwise) the outstanding shares of Brink's
Stock, Burlington Stock or Minerals Stock, the voting and liquidation rights  of
shares  of Minerals Stock and Burlington Stock relative to Brink's Stock will be
appropriately adjusted.  For example,  in  case the  Company  were to  effect  a
two-for-one  split of Brink's  Stock, the per share  voting rights of Burlington
Stock and Minerals Stock would be multiplied  by two in order to avoid  dilution
in the aggregate voting rights of the holders of each such class. Similarly, the
per  share liquidation  rights of Burlington  Stock and Minerals  Stock would be
multiplied by two in order to avoid dilution in the aggregate liquidation rights
of holders of Burlington Stock and Minerals Stock.
 
  Determinations by the Board
 
     Any determinations  made by  the Board  or any  committee of  the Board,  a
majority  of  whose  members are  'disinterested'  directors, under  any  of the
provisions described above under 'Description of Brink's Stock, Burlington Stock
and Minerals  Stock'  will be  final  and binding  on  all shareholders  of  the
Company.  For  this  purpose, any  director  who is  not  an employee  of,  or a
consultant to,  the  Company  and  who  is  not,  directly  or  indirectly,  the
beneficial  owner of 1% or more of the outstanding shares of all common stock of
the Company shall be considered  'disinterested', even though such director  may
beneficially own a greater amount of one class of common stock than of the other
classes of common stock.
 
CERTAIN MANAGEMENT POLICIES
 
     In  connection  with the  Brink's Stock  Proposal,  the Company  intends to
formally adopt by  Board resolution  certain policies with  respect to  Pittston
Brink's Group, Pittston Burlington Group and Pittston Minerals Group, including,
without  limitation, the intention  to: (i) sell  assets among Pittston Minerals
Group,  Pittston  Burlington  Group  and  Pittston  Brink's  Group  only  on  an
arm's-length  basis, (ii)  treat funds generated  by the sale  of Brink's Stock,
Burlington Stock  or Minerals  Stock and  securities convertible  into any  such
stocks  as  assets  of  Pittston Brink's  Group,  Pittston  Burlington  Group or
Pittston Minerals Group, as  the case may  be, and apply  such funds to  acquire
assets  or  reduce liabilities  attributed to  Pittston Brink's  Group, Pittston
Burlington Group or Pittston Minerals Group, respectively, and (iii) treat funds
generated by the  sale of  properties or assets  as assets  of Pittston  Brink's
Group, Pittston Burlington Group or Pittston Minerals Group, as the case may be,
and  utilize such funds in the business  activities of, or to reduce liabilities
attributed to, Pittston  Brink's Group,  Pittston Burlington  Group or  Pittston
Minerals  Group, respectively.  These policies may  be modified  or rescinded by
action of the  Board, or the  Board may adopt  additional policies, without  the
approval  of the shareholders, although the Board has no present intention to do
so. Any determination of  the Board to  modify or rescind  such policies, or  to
adopt  additional  policies, including  any such  determination that  would have
disparate impacts upon the respective holders of Brink's Stock, Burlington Stock
and Minerals  Stock, would  be made  by the  Board in  its good  faith  business
judgment  of the Company's best interests. See 'Risk Factors -- Fiduciary Duties
of the Board; No  Definitive Precedent Under Virginia  Law'. The Company has  no
present intention of selling securities of any class of capital stock. Copies of
these  policies  will  be  available for  shareholder  review  at  the principal
executive  offices  of  the  Company,   100  First  Stamford  Place,   Stamford,
Connecticut.
 
                                       37

ACCOUNTING MATTERS AND POLICIES
 
     The  Company  will prepare  Pittston  Brink's Group's,  Pittston Burlington
Group's  and  Pittston  Minerals  Group's  respective  financial  statements  in
accordance  with generally  accepted accounting principles,  and these financial
statements, when taken together, will comprise all the accounts included in  the
corresponding  consolidated  financial  statements  of  Pittston.  The financial
statements of Pittston  Brink's Group,  Pittston Burlington  Group and  Pittston
Minerals  Group  principally  reflect  the  financial  position  and  results of
operations for the businesses included therein. Consistent with the Articles  of
Amendment  and related policies, such financial statements also include portions
of certain corporate assets and liabilities (including contingent  liabilities).
Principal corporate activities reflected in such financial statements are:
 
     Corporate  financial  activities,  including  investment  of  surplus cash;
     issuance, repayment and  repurchase of short-term  and long-term debt;  and
     the  issuance and repurchase of common  stock, essentially all of which are
     managed on a centralized, consolidated basis. Such activities are reflected
     in the financial statements of Pittston Brink's Group, Pittston  Burlington
     Group  and Pittston Minerals  Group based upon  their respective cash flows
     and earnings  and after  giving consideration  to the  historical debt  and
     equity  structure of the Company. In addition, certain financial activities
     have been directly attributed to each Group and included in their  entirety
     in  the  respective  Group  combined  financial  statements;  following the
     Effective Date, financial activities which will be directly attributable to
     the appropriate  Group  will  include transactions  related  to  securities
     convertible  solely  into Brink's  Stock, solely  into Burlington  Stock or
     solely into Minerals Stock.
 
     To the extent borrowings are deemed to occur among Pittston Brink's  Group,
     Pittston   Burlington  Group  and  Pittston  Minerals  Group,  intercompany
     accounts will be established  bearing interest at the  rate in effect  from
     time  to time  under the  Company's unsecured credit  lines or,  if no such
     credit lines exist,  at the prime  rate charged by  Chemical Bank (or  such
     other  bank as may  be designated by  the Board of  Directors) from time to
     time.
 
     The Company's corporate and general  and administrative expenses and  other
     shared services have been allocated to each Group based upon utilization of
     such services by each Group.
 
     Following the Effective Date, financial statement impacts of dividends paid
     to  holders  of  Brink's Stock,  Burlington  Stock and  Minerals  Stock and
     purchases and issuances  of Brink's  Stock, Burlington  Stock and  Minerals
     Stock  will  be reflected  in their  entirety  in Pittston  Brink's Group's
     financial statements if they relate to Brink's Stock, in their entirety  in
     Pittston   Burlington  Group's  financial  statements  if  they  relate  to
     Burlington  Stock  and  in  their  entirety  in  Pittston  Mineral  Group's
     financial statements if they relate to Minerals Stock.
 
     Income  taxes, which are determined on  a consolidated basis, are allocated
     to each Group in  accordance with the Company's  tax allocation policy  and
     reflected  in  the financial  statements for  each  Group. In  general, the
     consolidated  tax  provision  and  related  tax  payments  or  refunds  are
     allocated between the Groups, for Group financial statement purposes, based
     principally  upon  the  income  reported  for  financial  purposes, taxable
     income, credits and other amounts directly related to the respective Group.
     Tax benefits that cannot be used  by the Group generating such  attributes,
     but  can be used on  a consolidated basis, are  allocated to the Group that
     generated such benefits with an intercompany account being established  for
     the  benefit  of  the Group  generating  the  attribute. As  a  result, the
     allocated Group amounts of taxes payable or refundable are not  necessarily
     comparable  to  those that  would  have resulted  if  the Groups  had filed
     separate tax returns. See the Notes to the Financial Statements of each  of
     Pittston  Brink's Group and Pittston  Burlington Group and the Consolidated
     Financial Statements of The Pittston Company and Subsidiaries in Annexes V,
     VII and VIII, respectively.
 
     These policies may be modified or rescinded by action of the Board, or  the
Board  may  adopt additional  policies,  without approval  of  the shareholders,
although the Board  has no  present plans to  do so.  In the event  of any  such
modification  or addition, in taking any such action the Board will be guided by
its fiduciary duties described above. In addition, generally accepted accounting
principles require that any modified or new accounting policy be preferable  (in
accordance with such principles) to the policy
 
                                       38

previously  established. See ' Risk Factors -- Fiduciary Duties of the Board; No
Definitive Precedent Under Virginia Law'. For further information regarding  the
basis  of  presentation and  corporate  activities, see  Notes  1 and  2  to the
Financial Statements of each of  Pittston Brink's Group and Pittston  Burlington
Group  and the  Consolidated Financial  Statements of  The Pittston  Company and
Subsidiaries in Annexes V, VII and VIII, respectively.
 
     Notwithstanding the attribution of  corporate assets and liabilities  among
Pittston  Brink's Group, Pittston  Burlington Group and  Pittston Minerals Group
for the purpose of preparing  their respective financial statements, the  change
in  the  capital structure  of  the Company  contemplated  by the  Brink's Stock
Proposal will not result in any transfer of assets or liabilities of the Company
or any of its subsidiaries. The Company will continue to be responsible for  its
liabilities  (including  contingent liabilities)  and  will continue  to prepare
consolidated financial statements.
 
STOCK TRANSFER AGENT AND REGISTRAR
 
     Chemical Mellon Shareholder Services, 450  West 33rd Street, New York,  New
York  10001-2697, will  act as  Stock Transfer Agent  and Registrar  for each of
Brink's Stock, Burlington Stock and Minerals Stock.
 
STOCK EXCHANGE LISTINGS
 
     Subject to shareholder approval, the NYSE has approved the reclassification
of Services Stock as Brink's Stock and the distribution of Burlington Stock  and
for  their listings under the symbols  'PZB' and 'PZX', respectively, subject to
official notice of issuance.  The Company cannot predict  to what extent  active
trading markets will develop for the shares of Brink's Stock or Burlington Stock
or the prices at which the shares of Brink's Stock or Burlington Stock may trade
in such markets or otherwise.
 
DISSENTERS' RIGHTS
 
     Under  the  Virginia  Stock  Corporation Act,  holders  of  Services Stock,
Minerals Stock and Preferred Stock do not have dissenters' rights in  connection
with the Brink's Stock Proposal.
 
FINANCIAL ADVISOR
 
     CS First Boston has acted as financial advisor to the Company in connection
with  the Brink's  Stock Proposal.  The Company  has paid  to CS  First Boston a
$125,000 advisory fee and will pay to CS First Boston, upon the distribution  of
Burlington  Stock to the  shareholders, an additional  $500,000 transaction fee.
The Company has  also agreed  to reimburse CS  First Boston  for its  reasonable
out-of-pocket  expenses and to  indemnify it against  certain liabilities and to
provide contribution in respect thereof.
 
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
 
     The Company has  received an opinion  from its counsel,  Cravath, Swaine  &
Moore, that, for Federal income tax purposes:
 
          (1)  the Transaction will  not result in  income, gain or  loss to the
     Company or any shareholder;
 
          (2) a shareholder's  tax basis  for Services Stock  will be  allocated
     between  Brink's Stock and Burlington Stock  received in the Transaction in
     proportion to  their  relative  fair  market values  at  the  time  of  the
     Transaction;
 
          (3)  a shareholder's holding  period for Brink's  Stock and Burlington
     Stock received in the Transaction  will include such shareholder's  holding
     period  for  Services Stock  surrendered  therefor, assuming  such Services
     Stock was a capital asset at the time of the Transaction;
 
          (4) neither Brink's Stock  nor Burlington Stock  will be 'section  306
     stock';
 
          (5)  a shareholder  receiving cash  in lieu  of a  fractional share of
     Brink's Stock or Burlington Stock will recognize gain or loss (capital gain
     or  loss   if  the   Services   Stock  is   held   as  a   capital   asset)
 
                                       39

     equal  to the difference between the amount  received and the basis for the
     fractional share, determined as aforesaid;
 
          (6) a holder of  Burlington Stock or Minerals  Stock, as the case  may
     be,  will not recognize any gain or  loss or derive any taxable income upon
     the exchange of Burlington Stock or Minerals Stock, as the case may be, for
     Brink's Stock,  either  pursuant  to  the  Company's  option  or  upon  the
     Disposition  of  all  or  substantially  all  of  the  assets  of  Pittston
     Burlington Group or Pittston Minerals Group, as the case may be; and
 
          (7) the tax basis of Brink's  Stock received in such exchange will  be
     the  tax basis of Burlington  Stock or Minerals Stock,  as the case may be,
     exchanged therefor, and, assuming such Burlington Stock or Minerals  Stock,
     as  the case may be, is a capital asset, the holding period of such Brink's
     Stock will include the holding period of such Burlington Stock or  Minerals
     Stock, as the case may be.
 
     Such  counsel have noted that the Internal Revenue Service will not rule on
the tax  consequences of  transactions like  the Transaction  and may  take  the
position  that (a)  Brink's Stock  or Burlington  Stock is  stock of  a separate
corporation, not stock of the Company, (b) the Transaction is a taxable event to
the Company and its shareholders and (c) any later exchange of Minerals Stock or
Burlington Stock, as the case  may be, for Brink's Stock  is a taxable event  to
shareholders.  As indicated above, counsel are  of the opinion that the Internal
Revenue Service should not prevail in any such assertion.
 
     The foregoing is included for general information only. Shareholders should
consult their own tax advisors as to  the Federal, state, local and foreign  tax
consequences  of the  Transaction and of  the holding or  disposition of Brink's
Stock, Burlington Stock and Minerals Stock.
 
AMENDMENTS TO STOCK OPTION AND EMPLOYEE BENEFIT PLANS AND ADJUSTMENTS TO
OUTSTANDING OPTIONS
 
     The 1988 Stock  Option Plan, as  approved by the  shareholders in 1988  and
amended in 1992, 1993 and 1994 with their approval (the '1988 Plan'), authorizes
grants  of stock options only with respect  to either Services Stock or Minerals
Stock, or both. As part of the  Brink's Stock Proposal, it is proposed to  amend
the  1988  Plan so  as to  permit  option grants  to be  made  on and  after the
Effective Date to optionees with respect  to Brink's Stock, Burlington Stock  or
Minerals  Stock, or any combination of the  three. In general, it is anticipated
that employees  in Pittston  Brink's Group  will be  granted options  only  with
respect to Brink's Stock, employees in Pittston Burlington Group will be granted
options only with respect to Burlington Stock and employees in Pittston Minerals
Group  will  be granted  options only  with respect  to Minerals  Stock. Options
granted to employees having Company-wide  responsibilities may be divided  among
Brink's Stock, Burlington Stock and Minerals Stock on such basis as the Board or
the  Compensation Committee determines. A total of shares of      Brink's Stock,
     shares of Burlington  Stock and         shares  of Minerals  Stock will  be
reserved  for future option grants under the 1988 Plan. The amounts reserved are
proportionately related to the number of  shares of Services Stock and  Minerals
Stock  available at November , 1995, for grants under the 1988 Plan. The text of
the 1988 Plan showing the proposed amendments is set forth in Annex III-B.
 
     At November   , 1995, a total of      shares of Services Stock and Minerals
Stock were subject  to options  outstanding under the  1988 Plan  and two  other
option  plans of  the Company  under which  no further  options may  be granted.
Pursuant to  antidilution  provisions in  the  option agreements  covering  such
Services  Stock options,  the Board or  the Compensation  Committee will convert
these options into options for shares  of Brink's Stock or Burlington Stock,  or
both,  depending primarily on the employment  status and responsibilities of the
particular optionee. In the  case of optionees  having responsibilities in  both
the  Pittston  Brink's Group  and  Pittston Burlington  Group,  each outstanding
option for Services Stock will be converted into an option for Brink's Stock and
an option for Burlington Stock, by  allocating the spread on the Services  Stock
option immediately prior to the Transaction between the Brink's Stock option and
the  Burlington Stock option.  In the case of  other optionees, each outstanding
option will be converted into a new option for only Brink's Stock or  Burlington
Stock, as the case may be, following the Effective Date. The Board believes that
conversion  on the basis described above will encourage each optionee to fulfill
his or her responsibilities as an
 
                                       40

employee in a manner expected to best serve the interests of the Company and its
shareholders. The options granted pursuant to such conversions will preserve the
value of the options being converted but are not intended to provide  additional
benefits to the optionees.
 
     The  Non-Employee Directors' Stock Option Plan approved by the shareholders
in 1988 and amended  in 1993 authorizes automatic  grants of stock options  only
with respect to Services Stock and Minerals Stock. Such grants consist of 10,000
shares  of  Services  Stock and  2,000  shares  of Minerals  Stock  upon initial
election as a  director and 1,000  shares of  Services Stock and  200 shares  of
Minerals Stock annually thereafter. The Brink's Stock Proposal contemplates that
any  initial grant  to any Non-Employee  Director after the  Effective Date will
consist of three options, one for 10,000 shares of Brink's Stock, one for  5,000
shares  of  Burlington  Stock  and  one  for  2,000  shares  of  Minerals Stock.
Subsequent annual grants would be for 1,000 shares of Brink's Stock, 500  shares
of  Burlington Stock and 200 shares  of Minerals Stock. Pursuant to antidilution
provisions in the  option agreements  applicable to options  outstanding on  the
Effective  Date, such options will be converted into three options in the manner
described above which will preserve the value of the options being converted but
without providing any additional  benefits to the optionees.  A total of
shares  of Brink's Stock,        shares of Burlington Stock  and       shares of
Minerals Stock will be reserved for  future option grants. The amounts  reserved
are  proportionately  related to  the  number of  shares  of Services  Stock and
Minerals Stock available at November   , 1995, for grant under the Plan.
 
     In 1992 the shareholders approved, and in 1993, 1994 and 1995 amended,  the
Key  Employees' Deferred Compensation Program  (the 'Program') by which eligible
employees may defer (a) receipt of all or any part of any cash incentive payment
awarded under the Key Employees Incentive  Plan of The Pittston Company, (b)  up
to  50% of  the employee's  base salary (determined  prior to  reduction for any
contributions made on  a salary reduction  basis) and (c)  amounts that are  not
permitted  to  be deferred  under the  Savings-Investment  Plan of  The Pittston
Company and its Subsidiaries (the 'Savings Plan') as a result of limits  imposed
by  the Code  and have  a matching  contribution credited  with respect  to such
Savings Plan  deferral. Such  deferred amounts  are currently  allocated as  the
participant  elects between amounts to be deferred in the form of Minerals Units
('Minerals Units') and/or Services  Units ('Services Units').  Each unit is  the
equivalent of one share of Minerals Stock or one share of Services Stock. In the
event  of a deferral, the Company provides a matching contribution equal to 100%
of the first 10% of his or her (a) cash incentive payment and (b) salary (earned
after June  1, 1995  for the  1995  year), but  in no  event does  the  matching
contribution exceed the amount deferred. Such matching contributions credited on
behalf of an employee employed by a subsidiary in the Pittston Services Group or
the Pittston Minerals Group are converted into Services Units or Minerals Units,
as  the  case may  be. Such  matching  contributions allocated  on behalf  of an
employee of The Pittston Company are converted into Services Units and  Minerals
Units in the proportion that the fair market value of each of the Services Stock
and  Minerals Stock bears to the total  fair market value of both Services Stock
and Minerals  Stock as  of the  last day  of the  year for  which the  incentive
payment  was  made or  in  which the  deferred  salary was  earned.  The Program
provides that the aggregate value of  the Minerals Stock and Services Stock  and
cash distributed to a participant in respect of all Units standing to his or her
credit in his or her incentive account attributable to the deferral of incentive
payments  and the deferral of salary shall not be less than the aggregate amount
of incentive payments,  salary and related  dividends in respect  of which  such
Units were initially credited. This guarantee does not apply to Company-matching
contributions  or dividends attributable  to such contributions.  As part of the
Brink's Stock Proposal, the Compensation  Committee has determined, pursuant  to
the  Program, that each Services  Stock unit held in  the incentive account of a
participating employee  at  the Effective  Date  will constitute  one  share  of
Brink's Stock and one-half of one share of Burlington Stock, and has amended the
Program,  subject to approval of the Brink's Stock Proposal by the shareholders,
so as to provide that any  participating employee may elect that units  credited
after  the  Effective Date  be credited  with respect  to either  Brink's Stock,
Burlington Stock or Minerals Stock or any combination of the three, as specified
by  the  employee,  unless  the  Compensation  Committee  otherwise  determines.
Incentive  accounts invested in  Minerals Stock Units will  be unaffected by the
Brink's Stock Proposal.
 
                                       41

EFFECTS ON PREFERRED STOCK
 
     The Brink's Stock Proposal  will have no effect  on the conversion  rights,
voting rights or liquidation rights of the Preferred Stock.
 
     If  any Preferred  Stock is  converted after  all the  outstanding Minerals
Stock has been exchanged for Brink's  Stock, the holder of such Preferred  Stock
would,  upon conversion, receive  shares of Brink's  Stock in lieu  of shares of
Minerals Stock otherwise  issuable. For  example, if each  outstanding share  of
Minerals  Stock were to be exchanged for one  share of Brink's Stock, and if the
holder of Preferred Stock  would have been entitled  to receive upon  conversion
immediately  prior  to  such  exchange  100  shares  of  Minerals  Stock  at the
conversion rate  then in  effect, such  holder would  automatically receive  the
equivalent  value in Brink's Stock instead of  100 shares of Minerals Stock upon
subsequent conversion. See 'Description of  Brink's Stock, Burlington Stock  and
Minerals Stock -- Exchange'.
 
AMENDED AND RESTATED RIGHTS AGREEMENT
 
     Pursuant  to  the  Rights  Agreement, as  previously  amended  (the 'Rights
Agreement'), between the Company and Chemical Bank, as Rights Agent (the 'Rights
Agent'), Minerals Rights and Services Rights were issued by the Board to holders
of Minerals Stock and Services Stock, respectively. If the shareholders  approve
the  Brink's Stock Proposal, the Rights  Agreement (including the form of rights
provided for therein) will be amended and restated to reflect the change in  the
capital  structure of the Company  and the Board will  declare a distribution to
holders  of  Burlington  Stock  of  one  Pittston  Burlington  Group  right   (a
'Burlington  Right'),  for  each  outstanding share  of  Burlington  Stock. Each
existing Services  Right  will,  in  connection  with  the  reclassification  of
Services  Stock  as Brink's  Stock,  become a  Pittston  Brink's Group  Right (a
'Brink's Right'). The Rights Agreement,  as amended and restated (the  'Restated
Rights  Agreement'), will provide  that each Brink's  Right and Burlington Right
(each, a  'Right'), when  it becomes  exercisable, will  entitle the  registered
holder  to purchase  from the Company  (i) in the  case of a  Brink's Right, one
one-thousandth (1/1000th)  of  a  share of  Series  A  Participating  Cumulative
Preferred  Stock, par value $10 per share (the 'Series A Shares'), at a purchase
price, of $      ,  subject to adjustment (the  'Series A Purchase Price'),  and
(ii)  in the case of a Burlington Right one one-thousandth (1/1000th) of a share
of Series D Participating  Cumulative Preferred Stock, par  value $10 per  share
(the  'Series D Shares'), at a  purchase price of $      , subject to adjustment
(the 'Series  D Purchase  Price').  Mineral Rights  will  be unaffected  by  the
Brink's Stock Proposal and will not be amended by the Restated Rights Agreement.
 
     The  Restated  Rights  Agreement  will  provide  that,  prior  to  a Rights
distribution date, Brink's Rights and Burlington Rights will be attached to  all
certificates   representing  shares  of  Brink's  Stock  and  Burlington  Stock,
respectively, then  outstanding, and  no separate  Rights certificates  will  be
distributed.  Each share of  Brink's Stock will represent  one Brink's Right and
each share  of Burlington  Stock will  represent one  Burlington Right.  Brink's
Stock,   Burlington  Stock   and  Minerals   Stock  are   sometimes  hereinafter
collectively referred to as  the 'Voting Stock'. The  Rights will separate  from
the  Voting Stock  and a Rights  distribution date (a  'Distribution Date') will
occur upon the earlier of  (i) the tenth day  after the first public  disclosure
that  a person or group (including any  affiliate or associate of such person or
group) (an 'Acquiring Person') has acquired,  or obtained the right to  acquire,
beneficial  ownership  of Voting  Stock representing  20% or  more of  the total
voting rights of all outstanding shares of Voting Stock (the 'Share  Acquisition
Date'),  or (ii) the  tenth day after  the commencement of  a tender or exchange
offer for shares of Voting  Stock representing 30% or  more of the total  voting
rights  of all outstanding shares of Voting  Stock. For purposes of the Restated
Rights Agreement, total voting rights of Voting Stock shall be determined  based
upon  the fixed voting rights of holders of outstanding shares of Brink's Stock,
Burlington Stock and Minerals Stock in effect on any such Distribution Date. See
'Description of Brink's Stock and Burlington Stock -- Voting'.
 
     In the  event  the  Company is  acquired  in  a merger  or  other  business
combination  or 50% or more of its assets  or assets representing 50% or more of
its earning power are sold, leased,  exchanged or otherwise transferred (in  one
or more transactions) to a publicly traded corporation, each Brink's Right, each
Minerals  Right and each  Burlington Right will entitle  its holder to purchase,
for the Series A Purchase Price, Series  B Purchase Price and Series D  Purchase
Price,  respectively, that number of common  shares of such corporation which at
the   time   of    the   transaction    would   have   a    market   value    of
 
                                       42

twice  the applicable  Purchase Price.  Similarly, in  the event  the Company is
acquired in a merger or other business combination or 50% or more of its  assets
or assets representing 50% or more of the earning power of the Company are sold,
leased,  exchanged or otherwise transferred (in  one or more transactions) to an
entity that is not  a publicly traded corporation,  each Right will entitle  its
holder  to purchase, for the applicable Purchase Price, at such holder's option,
(i) that number of shares  of such entity (or, at  such holder's option, of  the
surviving  corporation in such acquisition, which could be the Company) which at
the time of  the transaction would  have a  book value of  twice the  applicable
Purchase Price or (ii) if such entity has an affiliate which has publicly traded
common  shares, that number of common shares of such affiliate which at the time
of the transaction would  have a market value  of twice the applicable  Purchase
Price.
 
     In  the event an Acquiring Person (i) shall acquire beneficial ownership of
shares of Voting Stock representing  30% or more of  the total voting rights  of
all  outstanding  shares  of  Voting  Stock  or  (ii)  engages  in  one  or more
'self-dealing' transactions with the Company as set forth in the Restated Rights
Agreement (any such event being called  a 'Triggering Event'), (a) each  Brink's
Right  will entitle its holder to purchase, at the Series A Purchase Price, that
number of one one-thousandths (1/1000th) of  a Series A Share equivalent to  the
number  of shares of  Brink's Stock which  at the time  of the transaction would
have a market  value of twice  the Series  A Purchase Price,  (b) each  Minerals
Right  will entitle its holder to purchase, at the Series B Purchase Price, that
number of one one-thousandths (1/1000th) of  a Series B Share equivalent to  the
number  of shares of Minerals  Stock which at the  time of the transaction would
have a market value of twice the Series B Purchase Price and (c) each Burlington
Right will entitle its holder to purchase, at the Series D Purchase Price,  that
number  of one one-thousandths (1/1000th) of a  Series D Share equivalent to the
number of shares of Burlington Stock which at the time of the transaction  would
have a market value of twice the Series D Purchase Price.
 
     In the event the Company merges with an Acquiring Person and the Company is
the  surviving  corporation and  all the  Voting  Stock remains  outstanding and
unchanged (any such event being called an 'Affiliate Merger'), (a) each  Brink's
Right  will entitle its holder to purchase, at the Series A Purchase Price, that
number of shares of  Brink's Stock which  at the time  of the transaction  would
have  a market  value of twice  the Series  A Purchase Price,  (b) each Minerals
Right will entitle its holder to purchase, at the Series B Purchase Price,  that
number  of shares of Minerals  Stock which at the  time of the transaction would
have a market value of twice the Series B Purchase Price and (c) each Burlington
Right will entitle its holder to purchase, at the Series D Purchase Price,  that
number  of shares of Burlington Stock which at the time of the transaction would
have a market value of twice the Series D Purchase Price.
 
     Under no circumstances may a Right be transferred to an Acquiring Person or
an affiliate  or  associate  of  an  Acquiring  Person  or  to  any  person  who
subsequently  becomes an  Acquiring Person  or affiliate  or associate,  and any
purported transfer of Rights to any such  person shall be, and shall render  the
Rights purported to be transferred, null and void.
 
     At  any time prior to the earliest of (i) the tenth day following the Share
Acquisition Date, (ii) the occurrence of  a Triggering Event or (iii)  September
25,  1997 (the 'Expiration Date'), the Board may redeem the Rights in whole, but
not in  part, at  a price  (in cash  or securities  deemed by  the Board  to  be
equivalent  in value) of $.01 per  Right (the 'Redemption Price'). However, once
an Acquiring Person becomes  an Acquiring Person, the  Rights may thereafter  be
redeemed  only  if  the  Board,  with  the  concurrence  of  a  majority  of the
Disinterested  Directors  (as  defined   in  the  Restated  Rights   Agreement),
determines  that such redemption is in the best interests of the Company and its
shareholders.
 
     Immediately upon the action of the Board electing to redeem the Rights, and
upon such election, the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption Price.
 
     Until a  Right is  exercised, the  holder thereof,  as such,  will have  no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
 
     At  any time prior to  the Distribution Date, the  Company may, without the
approval of any holder of the Rights,  supplement or amend any provision of  the
Restated  Rights Agreement  (including the date  on which  the Distribution Date
shall   occur),   except   that   no   supplement   or   amendment   shall    be
 
                                       43

made  which reduces the  Redemption Price or provides  for an earlier Expiration
Date. However,  at any  time when  there is  an Acquiring  Person, the  Restated
Rights  Agreement may  be supplemented  or amended only  if the  Board, with the
concurrence of a majority of  the Disinterested Directors, determines that  such
supplement  or  amendment  is in  the  best  interests of  the  Company  and its
shareholders.
 
     A copy of  the form  of the Restated  Rights Agreement  (which includes  as
Exhibit  B-1 the Form of  Rights Certificate for Brink's  Rights, as Exhibit B-2
the Form of Rights Certificate for Minerals  Rights and as Exhibit B-3 the  Form
of  Rights Certificate for Burlington Rights) has been filed with the Commission
as an  exhibit to  the  Registration Statement  to  which this  Proxy  Statement
relates  and is incorporated herein by reference.  A copy of the Restated Rights
Agreement is  available free  of charge  from the  Rights Agent.  The  foregoing
description  of the Rights is a summary only and is qualified in its entirety by
reference to the Restated Rights Agreement.
 
POSSIBLE ANTITAKEOVER EFFECTS
 
     The Virginia Stock Corporation Act ('SCA'), the Restated Rights  Agreement,
the  Articles of Incorporation and the Company's bylaws contain provisions which
may serve  to discourage  or make  more difficult  a change  in control  of  the
Company  without  the support  of  the Board  or  without meeting  various other
conditions. The  principal  provisions  of the  Restated  Rights  Agreement  are
described  above, and  the more  important provisions of  the SCA  and the other
aforementioned corporate governance documents are outlined below.
 
     Under Section 13.1-725 of the SCA, certain 'affiliated transactions' with a
person owning 10%  or more of  any class of  a corporation's outstanding  voting
shares  must be approved by  a majority of the  disinterested directors and by a
two-thirds vote of the shareholders other than such person for a period of three
years after  the date  on which  such  person became  a 10%  owner.  'Affiliated
transactions' include mergers, statutory share exchanges for any class of stock,
recapitalizations  and  sales of  assets other  than in  the ordinary  course of
business. The Brink's Stock Proposal would  reduce the number of shares that  an
acquirer   could  purchase  without  triggering  the  'affiliated  transactions'
provisions, unless such acquirer  were to purchase  up to 10%  of the shares  of
each of Brink's Stock, Burlington Stock and Minerals Stock. In addition, the SCA
provides  that a person acquiring voting  shares within certain specified ranges
(beginning with 20%) of a corporation's shares entitled to vote in the  election
of  directors does not  have voting rights  with respect to  the acquired shares
unless such rights are  approved by a majority  of shareholders other than  such
acquiring person.
 
     The  Articles  of  Incorporation  and  the  Company's  bylaws  also contain
provisions which could make a change  in control of the Company more  difficult.
For  example, such Articles provide for a classified Board under which one-third
of the total number of directors are  elected each year and prohibit removal  of
directors  for other  than cause.  The provision for  a classified  Board can be
amended  only  by  an  80%  shareholder  vote.  In  addition,  the  Articles  of
Incorporation  authorize the  issue of 2,000,000  shares of  preferred stock, of
which       shares would be reserved for  issue in accordance with the  Restated
Rights  Agreement. Under the Articles of Incorporation, the Board is authorized,
without further action  by the  shareholders of  the Company,  to establish  the
preferences,  limitations and relative rights of  the preferred stock. The issue
and sale of shares of preferred stock could occur in connection with an  attempt
to  acquire  control of  the  Company, and  the terms  of  such shares  could be
designed in part to impede the acquisition of such control. The Company's bylaws
provide that  only  the Board  or  the Chairman  may  call special  meetings  of
shareholders  and the  SCA requires  only that  not more  than 15  months elapse
between annual meetings. The Company's bylaws also contain provisions regulating
the procedure by which  shareholders may nominate  directors and bring  business
before a meeting of shareholders.
 
     The  Company believes that  the Brink's Stock Proposal,  if approved by the
shareholders, should not make a change in control of the Company more difficult.
Each share of Brink's  Stock and Burlington Stock  will initially have one  vote
per  share.  Implementation  of  the Brink's  Stock  Proposal  will  require the
issuance of shares of Burlington Stock in  an amount equal to 50% of the  number
of  shares of  Brink's Stock that  will replace,  share-for-share, the presently
outstanding Services  Stock. Although  the number  of outstanding  shares  would
initially   increase   by   50%,   the   cost   to   an   acquiring   person  of
 
                                       44

obtaining majority control would depend on  the market value of each class.  The
Company  cannot predict whether, to  what extent or during  what periods of time
such cost may increase or  decrease, nor can the  Company predict the effect  of
the   proposed  provisions  for  periodic   adjustment  of  voting  rights  (see
'Description of Brink's Stock, Burlington Stock and Minerals Stock --  Voting').
Under  the Rights Agreement  (which is currently in  effect), the purchase price
for each one one-thousandth (1/1000th) of a Preferred Share (as defined therein)
is $40. Under  the Restated Rights  Agreement, however, the  purchase price  for
each  one one-thousandth  (1/1000th) of  a Series  A Share,  Series B  Share and
Series D Share would be  $      , which reflects  a purchase price reduction  of
     %  (from $40 to $     ) to reflect the 50% increase in the aggregate number
of outstanding shares of Common Stock.
 
     Nevertheless, the  existence of  three  classes of  common stock  could  in
certain  circumstances pose obstacles, financial  and otherwise, to an acquiring
person with  particular objectives  in  mind. For  example,  the effect  of  the
provisions  for variable voting rights and  the requirement that Minerals Stock,
Brink's Stock  and  Burlington  Stock  vote  as  a  single  voting  group  might
discourage  a potential acquire from initiating  a proxy contest or tender offer
as a result of the complexities involved  in acquiring a majority of the  voting
stock of the Company.
 
     The  Brink's  Stock Proposal  includes provisions  by which  the authorized
Brink's Stock, Burlington Stock and  Minerals Stock would aggregate 170  million
shares, as compared with 120 million shares of common stock currently authorized
(of  which approximately million are  outstanding as of November    , 1995). The
increased availability of shares for  possible future issuance without  approval
of  shareholders would not, in  the Company's view, make  a change in control of
the Company materially more difficult.
 
                               OTHER INFORMATION
 
SOLICITATION STATEMENT
 
     The cost of this solicitation of proxies  will be borne by the Company.  In
addition to soliciting proxies by mail, directors, officers and employees of the
Company, without receiving additional compensation therefor, may solicit proxies
by  telephone, telegram, in person or by  other means. Arrangements also will be
made with  brokerage firms  and other  custodians, nominees  and fiduciaries  to
forward  proxy solicitation material to the beneficial owners of Services Stock,
Minerals Stock and the Preferred  Stock held of record  by such persons and  the
Company   will  reimburse   such  brokerage  firms,   custodians,  nominees  and
fiduciaries for reasonable out-of-pocket expenses incurred by them in connection
therewith. The Company has retained  Kissel-Blake Inc. to perform various  proxy
advisory  and solicitation services.  The fee of  Kissel-Blake Inc. is currently
estimated to  be approximately  $       ,  plus reimbursement  of  out-of-pocket
expenses.
 
                                    EXPERTS
 
     The  Consolidated Financial  Statements and  Schedules of  the Company, the
Financial Statements  and Schedules  of Pittston  Brink's Group,  the  Financial
Statements  and  Schedules  of  Pittston  Burlington  Group  and  the  Financial
Statements of Pittston Minerals Group as of December 31, 1994 and 1993, and  for
each  of the  three years  in the  period ended  December 31,  1994, included or
incorporated by reference  in this  Proxy Statement,  have been  so included  or
incorporated  in reliance on  the reports of KPMG  Peat Marwick LLP, independent
certified public accountants, and upon the authority of said firm as experts  in
accounting and auditing.
 
     The  reports of KPMG Peat Marwick  LLP covering the Financial Statements of
Pittston Brink's Group,  the Financial Statements  of Pittston Burlington  Group
and  the Financial Statements of Pittston Minerals Group as of December 31, 1994
and 1993, and for each of the three years in the period ended December 31, 1994,
contain an explanatory paragraph  that states that  the Financial Statements  of
Pittston  Brink's Group, the  Financial Statements of  Pittston Burlington Group
and the  Financial Statements  of  Pittston Minerals  Group  should be  read  in
connection with the audited Consolidated Financial Statements of the Company.
 
                                       45

                                 LEGAL OPINIONS
 
     The validity of the reclassification of Services Stock as Brink's Stock and
the issuance of Burlington Stock will be passed upon for the Company by Hunton &
Williams,  Richmond, Virginia. Certain  tax matters will be  passed upon for the
Company by Cravath, Swaine & Moore, New York, New York.
 
                                          By order of the Board of Directors,
                                          AUSTIN F. REED,
                                          Secretary
 
Dated: November   , 1995
 
                                       46

                                                                         ANNEX I
 
                           GLOSSARY OF CERTAIN TERMS

                                                                                             PAGE ON WHICH TERM IS
                                                                                             DEFINED IN THE PROXY
                                           TERM                                                    STATEMENT
- ------------------------------------------------------------------------------------------   ---------------------

Aggregate Market Capitalization...........................................................              II-6
Available Minerals Dividend Amount........................................................              II-7
Articles of Amendment.....................................................................                 2
Articles of Incorporation.................................................................                 2
BHS.......................................................................................                17
Board.....................................................................................                 1
Brink's Stock.............................................................................                 1
Brink's Stock Proposal....................................................................                 1
Burlington Stock..........................................................................                 1
Business Day..............................................................................          34, II-7
Commission................................................................................                 3
Company...................................................................................                 1
Composite Tape............................................................................                15
CS First Boston...........................................................................                24
Disposition...............................................................................          33, II-7
Effective Date............................................................................           2, II-7
Exchange Act..............................................................................                 3
Fair Market Value.........................................................................          34, II-7
Group.....................................................................................                 1
Groups....................................................................................                 1
Meeting...................................................................................                 1
Minerals Net Income.......................................................................              II-8
Minerals Stock............................................................................                 1
NYSE......................................................................................                 2
Nominal Shares............................................................................                10
Pittston..................................................................................                 1
Pittston Brink's Group....................................................................           1, II-8
Pittston Burlington Group.................................................................           1, II-8
Pittston Minerals Group...................................................................           1, II-8
Pittston Services Group...................................................................                 1
1988 Plan.................................................................................                40
Preferred Stock...........................................................................                 1
Program...................................................................................                41
Proxy Statement...........................................................................                 1
Record Date...............................................................................                 5
Registration Statement....................................................................                 3
Rights Agreement..........................................................................                42
Securities Act............................................................................                 3
Services Stock............................................................................                 1
Transaction...............................................................................                 5

                                      I-1

________________________________________________________________________________

                                                                        ANNEX II
 
                             ARTICLES OF AMENDMENT
                                     TO THE
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                              THE PITTSTON COMPANY
 
     Pursuant  to Section  13.1-710 of the  Virginia Stock  Corporation Act, The
Pittston Company,  a  corporation  organized  and existing  under  the  laws  of
Virginia,  in accordance with Section 13.1-604 of the Virginia Stock Corporation
Act, DOES HEREBY CERTIFY as follows:
 
          FIRST: The  name  of the  Corporation  is The  Pittston  Company  (the
     'Corporation').
 
          SECOND:  Pursuant to resolutions duly adopted  by all the directors of
     the Corporation, resolutions  were duly  adopted setting  forth a  proposed
     amendment  to the  Restated Articles  of Incorporation  of the Corporation,
     declaring said amendment to be advisable, directing that said amendment  be
     considered  at a special meeting of the shareholders of the Corporation and
     reserving unto the Board the power to abandon the proposal  notwithstanding
     shareholder  approval thereof.  The resolution  setting forth  the proposed
     amendment is as follows:
 
             RESOLVED, that the  Board of Directors  of this Corporation  hereby
        declares  it  advisable  and  recommends to  the  shareholders  that the
        Pittston Services Group  Common Stock,  par value $1.00  per share  (the
        'Services  Stock'), be  reclassified and that,  in order  to effect such
        reclassification, (A) shares of Burlington  Stock be distributed to  the
        holders  of Services  Stock on  the basis  of one-half  of one  share of
        Burlington Stock for each  outstanding share of  Services Stock and  (B)
        the Restated Articles of Incorporation of the Corporation be amended by:
        (i) deleting the introductory paragraph and Division I of Article III in
        their entirety and substituting in lieu thereof the following:
 
                The   total  number  of  shares   of  capital  stock  which  the
           Corporation shall have authority to issue is one hundred  seventy-two
           million  (172,000,000), of which two million (2,000,000) shares shall
           be shares of Preferred Stock, par value $10.00 per share (hereinafter
           called 'Preferred Stock'), one  hundred million (100,000,000)  shares
           shall  be shares  of a class  of common stock  designated as Pittston
           Brink's Group  Common  Stock, par  value  $1.00 per  share  ('Brink's
           Stock'), fifty million (50,000,000) shares shall be shares of a class
           of common stock designated as Pittston Burlington Group Common Stock,
           par  value $1.00 per  share ('Burlington Stock'),  and twenty million
           (20,000,000) shares shall be shares of Pittston Minerals Group Common
           Stock, par value $1.00 per  share ('Minerals Stock'). Brink's  Stock,
           Burlington Stock and Minerals Stock shall hereinafter collectively be
           called 'Common Stock'.
 
                                   DIVISION I
 
     The  preferences, limitations  and relative  rights of  the shares  of each
class of Common Stock are as follows:
 
          1.  Dividend  Rights.  (a)  Subject  to  the  express  terms  of   any
     outstanding  series of Preferred Stock, dividends  may be declared and paid
     upon Brink's  Stock, Burlington  Stock and  Minerals Stock  upon the  terms
     provided for below with respect to each such class:
 
             (i)  Dividends on Brink's Stock  and Burlington Stock. Dividends on
        Brink's Stock and/or Burlington  Stock may be declared  and paid out  of
        funds  of  the Corporation  legally available  therefor. Subject  to the
        foregoing, the declaration and payment of dividends on Brink's Stock and
        Burlington Stock, and the amount thereof,  shall at all times be  solely
        in the discretion of the Board of Directors.
 
             (ii)  Dividends on Minerals Stock.  Dividends on Minerals Stock may
        be declared  and  paid only  out  of the  lesser  of (A)  funds  of  the
        Corporation  legally available  therefor and (B)  the Available Minerals
        Dividend Amount. Subject to the  foregoing, the declaration and  payment
 
                                      II-1

        of  dividends on  Minerals Stock, and  the amount thereof,  shall at all
        times be solely in the discretion of the Board of Directors.
 
          (b) Discrimination Among Brink's Stock, Burlington Stock and  Minerals
     Stock.  The  Board  of Directors,  subject  to the  provisions  of Sections
     1(a)(i) and  1(a)(ii),  may,  in  its  sole  discretion,  declare  and  pay
     dividends  exclusively on  Brink's Stock, exclusively  on Burlington Stock,
     exclusively on Minerals Stock or on any combination or all of such  classes
     in equal or unequal amounts, notwithstanding the amounts of funds available
     for  dividends on each class, the  respective voting and liquidation rights
     of each class, the amount of prior dividends declared on each class or  any
     other factor.
 
          (c)  Distribution Determination.  Pursuant to Section  13.1-653 of the
     Virginia  Stock  Corporation  Act,  the  Board  of  Directors  may  base  a
     determination that a proposed dividend distribution is out of funds legally
     available  therefor  under  Virginia  law  either  on  financial statements
     prepared on  the basis  of  accounting practices  and principles  that  are
     reasonable in the circumstances or on a fair valuation of the Corporation's
     total net assets or other method that is reasonable in the circumstances.
 
          2.  Exchange. Shares of  Brink's Stock, Burlington  Stock and Minerals
     Stock are subject to exchange upon the terms provided below:
 
             (a) Exchange of Brink's Stock. Outstanding shares of Brink's  Stock
        shall  not be  subject to either  optional or mandatory  exchange by the
        Board of Directors.
 
             (b)  Exchange  of  Burlington  Stock.  (i)  In  the  event  of  the
        Disposition,  in one transaction or a series of related transactions, by
        the Corporation of all or substantially all of the properties and assets
        of  Pittston  Burlington  Group  (other  than  in  connection  with  the
        Disposition  by  the  Corporation of  all  or substantially  all  of its
        properties and assets in one transaction) to any person, entity or group
        (other than  (A) the  holders of  all outstanding  shares of  Burlington
        Stock  on a pro rata  basis or (B) any person,  entity or group in which
        the  Corporation,  directly  or  indirectly,  owns  a  majority   equity
        interest),  the Corporation shall, on or prior to the first Business Day
        following the 60th day following  the consummation of such  Disposition,
        exchange  each outstanding share of Burlington  Stock for fully paid and
        nonassessable shares of  Brink's Stock (or,  if there are  no shares  of
        Brink's  Stock outstanding on the Exchange  Date, of Minerals Stock, or,
        if there are  no shares of  Minerals Stock outstanding  on the  Exchange
        Date  and shares of another class or classes of Common Stock (other than
        Burlington Stock) are then  outstanding, of such  other class of  Common
        Stock  as then has the largest Aggregate Market Capitalization) having a
        Fair Market Value equal to 115% of the Fair Market Value of one share of
        Burlington Stock, as of the date of the first public announcement by the
        Corporation of such Disposition.
 
             (ii) The  Board  of  Directors  may, by  a  majority  vote  of  the
        directors  then in  office, at any  time in its  sole discretion declare
        that each outstanding share of  Burlington Stock shall be exchanged,  on
        an  Exchange Date set forth  in a notice to  holders of Burlington Stock
        pursuant to Section 2(e)(i), for fully paid and nonassessable shares  of
        Brink's  Stock (or, if there are  no shares of Brink's Stock outstanding
        on the Exchange Date, of Minerals Stock,  or, if there are no shares  of
        Minerals  Stock outstanding  and shares of  another class  or classes of
        Common Stock (other than Burlington Stock) are then outstanding, of such
        other class of  Common Stock as  then has the  largest Aggregate  Market
        Capitalization)  having a  Fair Market Value  equal to 115%  of the Fair
        Market Value of one  share of Burlington  Stock, as of  the date of  the
        first public announcement by the Corporation of such exchange.
 
             (iii)  After any Exchange  Date on which  all outstanding shares of
        Burlington Stock were exchanged, any  share of Burlington Stock that  is
        issued  on conversion or  exercise of any  Convertible Securities shall,
        immediately upon issuance  pursuant to such  conversion or exercise  and
        without any notice or any other action on the part of the Corporation or
        its  Board of Directors or the holder of such share of Burlington Stock,
        be exchanged for the amount of shares of Brink's Stock or another  class
        of  Common Stock that  a holder of such  Convertible Security would have
        been entitled  to receive  pursuant  to the  terms of  such  Convertible
 
                                      II-2

        Security had such terms provided that the conversion privilege in effect
        immediately  prior to any  exchange by the Corporation  of any shares of
        its Burlington  Stock for  shares  of any  other  capital stock  of  the
        Corporation would be adjusted so that the holder of any such Convertible
        Security  thereafter  surrendered for  conversion  would be  entitled to
        receive the number of shares of  capital stock of the Corporation he  or
        she  would  have  owned  immediately  following  such  action  had  such
        Convertible Security  been  converted  immediately  prior  thereto.  The
        provisions  of this Section 2(b)(iii) shall not apply to the extent that
        equivalent adjustments are otherwise made pursuant to the provisions  of
        such Convertible Securities.
 
             (c)   Exchange  of  Minerals  Stock.  (i)   In  the  event  of  the
        Disposition, in one transaction or a series of related transactions,  by
        the Corporation of all or substantially all of the properties and assets
        of   Pittston  Minerals  Group  (other   than  in  connection  with  the
        Disposition by  the  Corporation of  all  or substantially  all  of  its
        properties and assets in one transaction) to any person, entity or group
        (other  than (A) the holders of all outstanding shares of Minerals Stock
        on a pro  rata basis or  (B) any person,  entity or group  in which  the
        Corporation,  directly or indirectly, owns  a majority equity interest),
        the Corporation shall, on or prior  to the first Business Day  following
        the  60th day following  the consummation of  such Disposition, exchange
        each  outstanding  share   of  Minerals   Stock  for   fully  paid   and
        nonassessable  shares of  Brink's Stock (or,  if there are  no shares of
        Brink's Stock outstanding on the Exchange Date, of Burlington Stock, or,
        if there are no shares of  Burlington Stock outstanding on the  Exchange
        Date  and shares of another class or classes of Common Stock (other than
        Minerals Stock)  are then  outstanding, of  such other  class of  Common
        Stock  as then has the largest Aggregate Market Capitalization) having a
        Fair Market Value equal to 115% of the Fair Market Value of one share of
        Minerals Stock, as of the date  of the first public announcement by  the
        Corporation of such Disposition.
 
             (ii)  The  Board  of  Directors  may, by  a  majority  vote  of the
        directors then in  office, at any  time in its  sole discretion  declare
        that  each outstanding share of Minerals Stock shall be exchanged, on an
        Exchange Date  set  forth in  a  notice  to holders  of  Minerals  Stock
        pursuant  to Section 2(e)(i), for fully paid and nonassessable shares of
        Brink's Stock (or, if there are  no shares of Brink's Stock  outstanding
        on the Exchange Date, of Burlington Stock, or, if there are no shares of
        Burlington  Stock outstanding on the Exchange Date and shares of another
        class or classes of  Common Stock (other than  Minerals Stock) are  then
        outstanding, of such other class of Common Stock as then has the largest
        Aggregate  Market Capitalization)  having a  Fair Market  Value equal to
        115% of the Fair Market Value of one share of Minerals Stock, as of  the
        date  of  the  first  public announcement  by  the  Corporation  of such
        exchange.
 
             (iii) After any Exchange  Date on which  all outstanding shares  of
        Minerals  Stock  were exchanged,  any share  of  Minerals Stock  that is
        issued on conversion  or exercise of  any Convertible Securities  shall,
        immediately  upon issuance pursuant  to such conversion  or exercise and
        without any notice or any other action on the part of the Corporation or
        its Board of Directors or the holder of such share of Minerals Stock, be
        exchanged for the amount of shares of Brink's Stock or another class  of
        Common  Stock that a holder of such Convertible Security would have been
        entitled to receive pursuant to  the terms of such Convertible  Security
        had  such  terms  provided  that  the  conversion  privilege  in  effect
        immediately prior to any  exchange by the Corporation  of any shares  of
        its  Minerals  Stock  for  shares  of any  other  capital  stock  of the
        Corporation would be adjusted so that the holder of any such Convertible
        Security thereafter  surrendered for  conversion  would be  entitled  to
        receive  the number of shares of capital  stock of the Corporation he or
        she  would  have  owned  immediately  following  such  action  had  such
        Convertible  Security  been  converted  immediately  prior  thereto. The
        provisions of this Section 2(c)(iii) shall not apply to the extent  that
        equivalent  adjustments are otherwise made pursuant to the provisions of
        such Convertible Securities.
 
             (d) Certain  Definitions.  For  purposes of  Sections  2(b)(i)  and
        2(c)(i):
 
                (i)  as of  any date, 'substantially  all of  the properties and
           assets' of Pittston Burlington Group  or Pittston Minerals Group,  as
           the  case may be, shall mean a  portion of such properties and assets
           that  represents  at  least  80%   of  either  of  the   then-current
 
                                      II-3

           market  value,  as  determined by  the  Board of  Directors  based on
           opinions, appraisals  or  such  other evidence  as  the  Board  shall
           consider  relevant, of, or  the aggregate reported  net sales for the
           immediately  preceding  twelve  fiscal   quarterly  periods  of   the
           Corporation  derived  from,  the properties  and  assets  of Pittston
           Burlington Group or Pittston Minerals Group, respectively, as of such
           date (excluding the properties  and assets of  any person, entity  or
           group  in which  the Corporation,  directly or  indirectly, owns less
           than a majority equity interest);
 
                (ii) if immediately after  any event, the Corporation,  directly
           or  indirectly,  owns less  than a  majority  equity interest  in any
           person, entity  or  group  in  which  the  Corporation,  directly  or
           indirectly, owned a majority equity interest immediately prior to the
           occurrence  of such event, a Disposition of all of the properties and
           assets of  Pittston  Burlington  Group or  Pittston  Minerals  Group,
           respectively,  owned by such person, entity  or group shall be deemed
           to have occurred; and
 
                (iii) in the case of a Disposition of properties and assets in a
           series of related transactions, such Disposition shall not be  deemed
           to  have been consummated until the  consummation of the last of such
           transactions.
 
             (e) General Exchange Provisions. (i)  In the event of any  exchange
        pursuant  to  Sections  2(b)(i)  and  (ii)  or  2(c)(i)  and  (ii),  the
        Corporation shall cause to be given  to each holder of Burlington  Stock
        or  Minerals Stock,  respectively, a notice  stating (A)  that shares of
        Burlington Stock or  Minerals Stock, respectively,  shall be  exchanged,
        (B)  the Exchange  Date, (C)  the kind and  amount of  shares of capital
        stock to  be received  by such  holder  with respect  to each  share  of
        Burlington  Stock or Minerals Stock,  respectively, held by such holder,
        including details as to the calculation thereof, (D) the place or places
        where certificates for  shares of  Burlington Stock  or Minerals  Stock,
        respectively,  properly endorsed  or assigned  for transfer  (unless the
        Corporation shall waive  such requirement),  are to  be surrendered  for
        delivery  of certificates for shares of such capital stock and (E) that,
        subject to Section 2(e)(iii), dividends on Burlington Stock or  Minerals
        Stock,  respectively, will  cease to be  paid as of  such Exchange Date.
        Such notice shall be sent by first-class mail, postage prepaid, not less
        than 30 nor more than 60 days prior to the Exchange Date and in any case
        to each holder of Burlington  Stock or Minerals Stock, respectively,  at
        such holder's address as the same appears on the stock transfer books of
        the  Corporation.  Neither  the  failure  to  mail  such  notice  to any
        particular holder of Burlington  Stock or Minerals Stock,  respectively,
        nor any defect therein shall affect the sufficiency thereof with respect
        to any other holder of Burlington Stock or Minerals Stock, respectively.
 
             (ii)  The Corporation  shall not  be required  to issue  or deliver
        fractional shares  of  any class  of  capital  stock to  any  holder  of
        Burlington  Stock  or  Minerals Stock,  as  the  case may  be,  upon any
        exchange pursuant to  this Section  2. If the  number of  shares of  any
        class  of  capital  stock  remaining  to  be  issued  to  any  holder of
        Burlington Stock or Minerals Stock is a fraction, the Corporation shall,
        if such fraction is not issued or  delivered to such holder, pay a  cash
        adjustment  in respect of such  fraction in an amount  equal to the Fair
        Market Value of such fraction on the date such payment is to be made.
 
             (iii) No adjustments in respect of dividends shall be made upon the
        exchange of any  shares of Burlington  Stock or Minerals  Stock, as  the
        case  may be; provided, however, that, if the Exchange Date with respect
        to Burlington Stock  or Minerals  Stock, as the  case may  be, shall  be
        subsequent  to the record  date for the  payment of a  dividend or other
        distribution thereon or with respect thereto, the holders of such shares
        of Burlington Stock  or Minerals  Stock, respectively, at  the close  of
        business  on such record date shall  be entitled to receive the dividend
        or other distribution payable on or  with respect to such shares on  the
        date   set  for  payment   of  such  dividend   or  other  distribution,
        notwithstanding the exchange of such shares or the Corporation's default
        in payment of the dividend or distribution due on such date.
 
             (iv) Before any holder  of shares of  Burlington Stock or  Minerals
        Stock,  as the  case may be,  shall be entitled  to receive certificates
        representing shares of any capital stock  to be received by such  holder
        with  respect  to such  shares of  Burlington  Stock or  Minerals Stock,
 
                                      II-4

        respectively, pursuant to this Section 2, such holder shall surrender at
        such office  as  the Corporation  shall  specify certificates  for  such
        shares  of  Burlington Stock  or  Minerals Stock,  properly  endorsed or
        assigned  for  transfer  (unless   the  Corporation  shall  waive   such
        requirement).  The Corporation  will as  soon as  practicable after such
        surrender of  certificates representing  shares of  Burlington Stock  or
        Minerals  Stock deliver to  the person for whose  account such shares of
        Burlington Stock or Minerals Stock were so surrendered, or to his or her
        nominee or  nominees,  certificates  representing the  number  of  whole
        shares of the kind of capital stock to which he or she shall be entitled
        as  aforesaid,  together  with any  fractional  payment  contemplated by
        Section 2(e)(ii).
 
             (v) From and after  any applicable Exchange Date,  all rights of  a
        holder  of shares of Burlington Stock or Minerals Stock, as the case may
        be, that were exchanged shall cease except for the right, upon surrender
        of the  certificates representing  such shares  of Burlington  Stock  or
        Minerals  Stock,  respectively,  to  receive  certificates  representing
        shares of  the  capital  stock  for which  such  shares  were  exchanged
        together  with any  fractional payment contemplated  by Section 2(e)(ii)
        and rights to dividends as provided in Section 2(e)(iii). No holder of a
        certificate that immediately prior to  the applicable Exchange Date  for
        Burlington  Stock or  Minerals Stock,  as the  case may  be, represented
        shares of Burlington  Stock or  Minerals Stock,  respectively, shall  be
        entitled  to receive any dividend or  other distribution with respect to
        shares of  any kind  of capital  stock into  which Burlington  Stock  or
        Minerals  Stock,  respectively, was  exchanged  until surrender  of such
        holder's certificate  for  a certificate  or  certificates  representing
        shares  of such kind of capital  stock. Upon such surrender, there shall
        be paid to the holder the amount of any dividends or other distributions
        (without interest) which  theretofore became payable  with respect to  a
        record date after the Exchange Date, but that were not paid by reason of
        the foregoing, with respect to the number of whole shares of the kind of
        capital stock represented by the certificate or certificates issued upon
        such  surrender. From and after an Exchange Date for Burlington Stock or
        Minerals Stock, the Corporation shall, however, be entitled to treat the
        certificates for Burlington Stock or Minerals Stock, respectively,  that
        have  not yet been surrendered for  exchange as evidencing the ownership
        of the number of whole shares of the kind of capital stock for which the
        shares of  Burlington  Stock  or  Minerals  Stock  represented  by  such
        certificates  shall have been exchanged,  notwithstanding the failure to
        surrender such certificates.
 
             (vi) The Corporation  will pay  any and all  documentary, stamp  or
        similar  issue or transfer taxes  that may be payable  in respect of the
        issue or delivery of any shares  of capital stock on exchange of  shares
        of  Burlington Stock or Minerals  Stock pursuant hereto. The Corporation
        shall not, however, be required  to pay any tax  that may be payable  in
        respect of any transfer involved in the issue and delivery of any shares
        of  capital  stock in  a name  other than  that in  which the  shares of
        Burlington Stock or Minerals Stock so exchanged were registered, and  no
        such  issue  or  delivery shall  be  made  unless and  until  the person
        requesting such issue has paid to the Corporation the amount of any such
        tax, or has established to the satisfaction of the Corporation that such
        tax has been paid.
 
          3. Voting Rights. (a) The  holders of Brink's Stock, Burlington  Stock
     and  Minerals Stock  shall vote  together as a  single voting  group on all
     matters; provided, however, that, except as provided below with respect  to
     amending  voting rights  of Minerals Stock,  the holders  of Brink's Stock,
     Burlington Stock or Minerals Stock, as  the case may be, voting  separately
     as  a separate voting group, shall be entitled  to approve by the vote of a
     majority of  the shares  of  Brink's Stock,  Burlington Stock  or  Minerals
     Stock, as the case may be, then outstanding any proposed amendment to these
     Restated  Articles  of Incorporation  to the  extent prescribed  by Section
     13.1-708 of  the Virginia  Stock Corporation  Act. Each  holder of  Brink's
     Stock  shall be entitled to one vote, in person or by proxy, for each share
     of Brink's Stock standing in his or her name on the stock transfer books of
     the Corporation.  Except as  otherwise provided  below and  subject to  the
     provisions of Section 5, each holder of Burlington Stock and each holder of
     Minerals  Stock shall be entitled to  one vote and 1.5 votes, respectively,
     in person  or by  proxy, for  each share  of Burlington  Stock or  Minerals
     Stock,  respectively, standing  in his  or her  name on  the stock transfer
     books of the Corporation from the Effective Date to and including  December
     31, 1995. On January 1, 1996, and
 
                                      II-5

     on  each January 1 every two years thereafter, the number of votes to which
     the holder of each share of Burlington  Stock and the holder of each  share
     of  Minerals  Stock  shall be  entitled  shall  be adjusted  and  fixed for
     two-year periods  to equal  the quotient  of (i)  the quotient  of (x)  the
     Aggregate  Market  Capitalization of  Burlington  Stock or  Minerals Stock,
     respectively, on each such date and (y) the Aggregate Market Capitalization
     of the Company on each such date,  divided by (ii) the number of shares  of
     Burlington  Stock or Minerals Stock, respectively, outstanding on each such
     date. Any proposed  amendment to these  Restated Articles of  Incorporation
     that  would affect or otherwise adjust the  voting rights of the holders of
     Minerals Stock shall be approved by the affirmative vote of the holders  of
     two-thirds  of the outstanding shares  of Minerals Stock, voting separately
     as a separate voting group. The  Board of Directors shall take such  action
     to  implement  such changes  in the  voting rights  of Burlington  Stock or
     Minerals Stock as may be required pursuant to this Section 3(a).
 
          (b) Unless  the Board  of  Directors conditions  its submission  of  a
     particular  matter  on receipt  of a  greater  vote or  on any  other basis
     permitted by applicable law, the vote of  the holders of a majority of  the
     outstanding  shares of Brink's Stock,  Burlington Stock and Minerals Stock,
     voting together as a single voting  group, is required for approval of  any
     of  the following that  by applicable law  are required to  be submitted to
     shareholders for their approval: (i) any amendment or restatement of  these
     Articles  of Incorporation, except as otherwise provided in Section 3(a) or
     prescribed by Section 13.1-708 of the Virginia Stock Corporation Act;  (ii)
     a  plan of  merger; (iii)  a plan  of share  exchange, except  as otherwise
     provided in Section 2; (iv) the sale, lease, exchange or other  disposition
     of  all or substantially all the property of the Corporation otherwise than
     in the usual  and regular  course of  its business;  or (v)  a proposal  to
     dissolve  the Corporation. The foregoing  provisions shall not be construed
     to alter or modify in any respect the voting requirements prescribed by the
     Virginia  Stock  Corporation  Act  which  would  in  the  absence  of  such
     provisions  be  applicable to  approval of  any affiliated  transaction (as
     defined in  said  Act)  or  any  amendment  of  the  Restated  Articles  of
     Incorporation of the Corporation relating to the vote required for approval
     of any affiliated transaction.
 
          4.  Liquidation Rights. Subject to the provisions of Section 5, in the
     event of the  dissolution, liquidation  or winding up  of the  Corporation,
     whether  voluntary or involuntary, after there  shall have been paid or set
     apart for the holders of Preferred  Stock the full preferential amounts  to
     which they are entitled, (a) the holders of Brink's Stock shall be entitled
     to  receive, on a per share basis in proportion to the total number of then
     outstanding shares of Brink's  Stock to the  Total Liquidation Shares,  (b)
     the  holders of  Burlington Stock  shall be entitled  to receive,  on a per
     share basis in proportion to the total number of then outstanding shares of
     Burlington Stock to  the Total Liquidation  Shares and (c)  the holders  of
     Minerals  Stock  shall be  entitled to  receive,  on a  per share  basis in
     proportion to the then  outstanding shares of  Minerals Stock increased  by
     the Nominal Shares to the Total Liquidation Shares, in each case determined
     as  of the fifth Business Day prior  to the date of the public announcement
     of  (i)  a  voluntary  dissolution,  liquidation  or  winding  up  of   the
     Corporation  or (ii)  the institution of  a proceeding  for the involuntary
     dissolution, liquidation or winding up of the Corporation, the funds of the
     Corporation remaining for distribution to its common shareholders.
 
          5. Subdivision or Combination. If the Corporation shall in any  manner
     subdivide  (by stock  split, stock  dividend or  otherwise) or  combine (by
     reverse stock split or otherwise) the outstanding shares of any of  Brink's
     Stock,  Burlington  Stock or  Minerals  Stock, the  voting  and liquidation
     rights of Burlington  Stock and  Minerals Stock relative  to Brink's  Stock
     shall  be  appropriately  adjusted  so  as to  avoid  any  dilution  in the
     aggregate voting or liquidation rights of any class.
 
          6. Definitions. As used in this Division I, the following terms  shall
     have  the following meanings (with each term defined in the singular having
     the comparable meaning  when used  in the  plural and  vice versa),  unless
     another definition is provided or the context otherwise requires:
 
             'Aggregate  Market Capitalization' shall mean,  with respect to the
        Company or any class  of Common Stock as  of any date of  determination,
        the  product of (i) the Fair Market Value of all classes of Common Stock
        or any such  class, as the  case may be,  as of such  date and (ii)  the
 
                                      II-6

        number  of shares  of all such  classes of  Common Stock or  of any such
        class, as the case may be, issued and outstanding as of such date.
 
             'Available Minerals Dividend Amount', on  any date, shall mean  the
        greatest  of  (a)  an amount  equal  to  (i) $50  million,  increased or
        decreased, as appropriate, to reflect  (A) Minerals Net Income from  the
        close  of  business  on  June  30,  1993,  (B)  any  dividends  or other
        distributions declared  or  paid  with respect  to,  or  repurchases  or
        issuances  of, any shares  of Minerals Stock or  any shares of Preferred
        Stock  attributed  to  Pittston  Minerals   Group  and  (C)  any   other
        adjustments  to shareholders' equity of  Pittston Minerals Group made in
        accordance with generally accepted accounting principles, less (ii)  the
        aggregate  stated capital of  any outstanding shares  of Preferred Stock
        attributed to  Pittston Minerals  Group; (b)  in the  discretion of  the
        Board  of Directors, the excess  of the fair value  of the net assets of
        Pittston Minerals Group, as  determined by the Board  of Directors on  a
        basis corresponding to one of those set forth in Section 13.1-643 of the
        Virginia  Stock Corporation  Act with  respect to  a single corporation,
        over the aggregate stated capital of any outstanding shares of Preferred
        Stock attributed to Pittston Minerals Group;  or (c) an amount equal  to
        Minerals  Net  Income (if  positive) for  the fiscal  year in  which the
        dividend is declared and/or the preceding fiscal year.
 
             'Business Day' shall mean each weekday other than any day on  which
        Brink's  Stock, Burlington Stock or Minerals  Stock is not traded on any
        national securities exchange or  the National Association of  Securities
        Dealers Automated Quotations System or in the over-the-counter market.
 
             'Convertible   Securities'  shall   mean  any   securities  of  the
        Corporation that are convertible into or evidence the right to  purchase
        any  shares  of  Brink's  Stock,  Burlington  Stock  or  Minerals Stock,
        pursuant to antidilution provisions of such securities or otherwise.
 
             'Disposition' shall mean  the sale, transfer,  assignment or  other
        disposition  (whether by merger, consolidation,  sale or contribution of
        assets or stock or otherwise) of properties or assets.
 
             'Effective Date' shall mean  the close of business  on the date  on
        which  the State Corporation Commission of Virginia issues a certificate
        of amendment relating  to these  Articles of Amendment  to the  Restated
        Articles of Incorporation.
 
             'Exchange Date' shall mean any date fixed for an exchange of shares
        of  Burlington Stock or Minerals Stock, as the case may be, as set forth
        in  a  notice  to  holders  of  Burlington  Stock  or  Minerals   Stock,
        respectively, pursuant to Section 2(e)(i).
 
             'Fair  Market Value' of shares of any  class of Common Stock on any
        date means the average  of the daily closing  prices thereof for the  10
        consecutive  Business Days commencing on the  30th Business Day prior to
        the date in question. The closing  price for each Business Day shall  be
        (i)  if such  shares are  listed or  admitted to  trading on  a national
        securities exchange, the closing  price on the  New York Stock  Exchange
        Composite  Tape (or any successor  composite tape reporting transactions
        on national securities exchanges)  or, if such  New York Stock  Exchange
        Composite  Tape shall not be in use  or shall not report transactions in
        such shares, the last reported sales price regular way on the  principal
        national securities exchange on which such shares are listed or admitted
        to trading (which shall be the national securities exchange on which the
        greatest  number  of shares  of  stock has  been  traded during  such 10
        consecutive Business Days), or, if there  is no transaction on any  such
        Business Day in any such situation, the mean of the bid and asked prices
        on  such Business Day, or (ii) if such shares are not listed or admitted
        to trading on any such exchange, the closing price, if reported, or,  if
        the  closing price is not  reported, the average of  the closing bid and
        asked prices  as  reported by  the  National Association  of  Securities
        Dealers  Automated Quotations System  or a similar  source selected from
        time to time  by the  Corporation for this  purpose. In  the event  such
        closing  prices are  unavailable, the Fair  Market Value  of such shares
        shall be determined by the Board.
 
                                      II-7

             'Minerals Net Income' shall mean the net income or loss of Pittston
        Minerals  Group  determined  in   accordance  with  generally   accepted
        accounting  principles, including income and expenses of the Corporation
        attributed  to  the   operations  of  Pittston   Minerals  Group  on   a
        substantially consistent basis, including, without limitation, corporate
        administrative  costs, net interest and other financial costs and income
        taxes.
 
             'Nominal Shares' shall mean               shares of Minerals  Stock
        which  has been  used to  establish the  initial liquidation percentages
        among each class of Common Stock as of the Effective Date.
 
             'Pittston Brink's Group' shall mean, at any time all the businesses
        in which the Corporation is or has been engaged, directly or indirectly,
        and all  assets  and liabilities  of  the Corporation,  other  than  any
        businesses, assets or liabilities constituting Pittston Burlington Group
        or Pittston Minerals Group.
 
             'Pittston  Burlington Group' shall  mean, at any  time, (a) all the
        businesses in which Burlington Air Express Inc. and its subsidiaries (or
        any of  their  predecessors)  are  or have  been  engaged,  directly  or
        indirectly,  (b) all  assets and liabilities  of the  Corporation to the
        extent attributed to any of such businesses, whether or not such  assets
        or  liabilities are or  were assets and  liabilities of such businesses,
        and (c)  such  businesses,  assets,  and  liabilities  acquired  by  the
        Corporation  for Pittston Burlington Group  after the Effective Date and
        determined by  the  Board  of  Directors  to  be  included  in  Pittston
        Burlington Group.
 
             'Pittston  Minerals Group'  shall mean,  at any  time, (a)  all the
        businesses in which Pittston Coal  Company and its subsidiaries (or  any
        of their predecessors) are or have been engaged, directly or indirectly,
        (b)  all the businesses  in which Pittston  Mineral Ventures Company and
        its subsidiaries  (or  any  of  their predecessors)  are  or  have  been
        engaged,  directly or indirectly, (c) all  assets and liabilities of the
        Corporation to the extent attributed to any of such businesses,  whether
        or  not such assets or liabilities are or were assets and liabilities of
        such businesses,  and  (d)  such  businesses,  assets,  and  liabilities
        acquired  by  the  Corporation  for Pittston  Minerals  Group  after the
        Effective Date and determined by the  Board of Directors to be  included
        in Pittston Minerals Group.
 
             'Total  Liquidation Shares' shall  mean, as of  any date, the total
        number of  outstanding shares  of Brink's  Stock, Burlington  Stock  and
        Minerals Stock on such date, plus the Nominal Shares.
 
          7.  Determinations by the Board  of Directors. Any determinations made
     by the Board of Directors of the Corporation or any committee of the Board,
     a majority of which are  'disinterested directors', under any provision  in
     this  Division  I  of  Article  III  shall  be  final  and  binding  on all
     shareholders of the Corporation. For this purpose, any director who is  not
     an  employee of or a consultant to the Corporation and who is not, directly
     or indirectly, the beneficial owner of 1% or more of the outstanding shares
     of Common  Stock  shall be  considered  'disinterested', even  though  such
     director may beneficially own a greater amount of one class of Common Stock
     than of the other class of Common Stock.
 
          (ii)  deleting Section 4(b)  of paragraph C of  Division II of Article
     III in its entirety and substituting in lieu thereof the following:
 
             4. Mandatory Redemption.
 
             (b) Pittston Minerals Group Special Events. If (i) the  Corporation
        or  any of its Subsidiaries shall enter  into a transaction or series of
        transactions resulting in the Disposition of all or substantially all of
        the properties and assets of Pittston Minerals Group under circumstances
        where the Corporation is not required to exchange outstanding shares  of
        Minerals  Stock for shares  of Brink's Stock,  Burlington Stock or other
        common stock (other  than Minerals  Stock) pursuant to  Section 2(b)  of
        Division I of Article III of these Articles of Incorporation or (ii) the
        Corporation  shall pay a dividend  on, or the Corporation  or any of its
        Subsidiaries shall  consummate a  tender offer  or exchange  offer  for,
        Minerals  Stock,  and  the  aggregate amount  of  such  dividend  or the
        consideration paid in such tender offer  or exchange offer is an  amount
        equal  to  the fair  market value  of  all or  substantially all  of the
        properties and assets of Pittston
 
                                      II-8

        Minerals Group (the events  described in clauses  (b)(i) and (ii)  above
        are hereinafter collectively referred to as the 'Pittston Minerals Group
        Special Events'), the Corporation shall redeem shares of this Series, in
        whole, within 60 days following any such Pittston Minerals Group Special
        Event,  for cash in  the amount equal  to the Redemption  Price, plus an
        amount equal to accrued and unpaid  dividends thereon to the date  fixed
        for redemption. The Redemption Date of shares of this Series pursuant to
        this  Section 4(b) shall be (A) the consummation date of the Disposition
        or the dividend  payment date  if such Pittston  Minerals Group  Special
        Event involves a Disposition or the payment of a dividend, respectively,
        or  (B) the consummation date  of the tender offer  or exchange offer if
        such Pittston Minerals Group  Special Event involves  a tender offer  or
        exchange  offer, respectively.  Any redemption pursuant  to this Section
        4(b) shall be conditioned upon the consummation of such Disposition, the
        payment of such  dividend or the  consummation of such  tender offer  or
        exchange offer, as the case may be.
 
             In  the event  of a  Disposition by  the Corporation  of any equity
        interest in  any  person, entity  or  group in  which  the  Corporation,
        directly  or indirectly, owned a majority equity interest as of the date
        of such Disposition, which person, entity or group owned properties  and
        assets  of Pittston Minerals Group as of such date (a 'Pittston Minerals
        Group Company'), to holders of all outstanding shares of Minerals  Stock
        on  a pro rata  basis, solely for  the purpose of  determining whether a
        Disposition of all or substantially all of the properties and assets  of
        Pittston  Minerals Group pursuant to clause (b)(i) above has occurred, a
        Disposition of the properties and assets of such Pittston Minerals Group
        Company shall  only  be deemed  to  have occurred  if  the  Corporation,
        directly or indirectly, owns less than 20% of the entire equity interest
        in such Company immediately after the occurrence of such Disposition.
 
             If  the Corporation  exchanges all  outstanding shares  of Minerals
        Stock for  shares of  Brink's Stock,  Burlington Stock  or other  Common
        Stock (other than Minerals Stock) pursuant to Section 2 of Division I of
        Article  III of these Articles of  Incorporation and, subsequent to such
        exchange, any event substantially similar to any Pittston Minerals Group
        Special Event occurs in respect of Brink's Stock or Burlington Stock, at
        which time there is another class of Common Stock outstanding other than
        Brink's Stock  or Burlington  Stock, the  Corporation shall  redeem  the
        shares  of this Series,  in whole, for  cash in the  amount equal to the
        Redemption Price, plus an amount  equal to accrued and unpaid  dividends
        thereon  to the  date fixed  for redemption.  The Redemption  Date shall
        occur, and the conditions in respect thereof, shall be determined in the
        manner described above with respect to any redemption resulting from any
        substantially similar Pittston Minerals Group Special Event.
 
          (iii) deleting Section 6(k) of paragraph  C of Division II of  Article
     III in its entirety and substituting in lieu thereof the following:
 
             (k) The Corporation shall cause to be filed with the Transfer Agent
        and  shall cause to be mailed to the holders of shares of this Series at
        their addresses as shown on the stock transfer books of the  Corporation
        notice  of its intention  (i) to cause  to occur, or  to take any action
        that would result in, any Pittston Minerals Group Special Event or  (ii)
        to  exchange outstanding shares of Minerals  Stock for shares of Brink's
        Stock, Burlington Stock or any other Common Stock pursuant to Section  2
        of  Division I of Article III  of these Articles of Incorporation (which
        notice shall include the date on which an exchange of outstanding shares
        of Minerals Stock for shares of such Common Stock is expected to  become
        effective and the date as of which it is expected that holders of record
        of Minerals Stock shall be entitled to exchange their shares of Minerals
        Stock  for shares of such Common Stock), not less than (A) 45 days prior
        to the date selected by the  Board of Directors for the consummation  of
        the  Disposition or  the payment  of a  dividend in  connection with any
        Pittston Minerals Group  Special Event  involving a  Disposition or  the
        payment   of  a  dividend,  respectively,  (B)  30  days  prior  to  the
        consummation of any tender  offer or exchange  offer in connection  with
        any  Pittston Minerals Group  Special Event involving  a tender offer or
        exchange offer, respectively, or (C) 30 days prior to the exchange  date
        for  any such exchange. In addition, from and after any such exchange of
        outstanding shares  of  Minerals  Stock for  shares  of  Brink's  Stock,
        Burlington Stock
 
                                      II-9

        or  any  other  Common  Stock, the  Corporation  shall  be  required, in
        connection with  the  redemption  requirement  specified  in  the  third
        paragraph  of Section 4(b), to give a comparable notice of its intention
        to take actions with respect to  Brink's Stock, Burlington Stock or  any
        other  Common Stock substantially similar to any Pittston Minerals Group
        Special  Event.  In  the  event  of  any  conflict  between  the  notice
        provisions  of  this Section  6(k) and  Section  6(j) above,  the notice
        provisions of this Section 6(k) shall govern.
 
          THIRD: Upon the  effectiveness of  these Articles  of Amendment,  each
     share  of Pittston Services  Group Common Stock, par  value $1.00 per share
     (the  'Services  Stock'),   that  is  issued   and  outstanding  shall   be
     redesignated  and reclassified, ipso facto and  without any other action on
     the part of the respective shareholders thereof, into one share of Pittston
     Brink's Group Common Stock, par value $1.00 per share.
 
          FOURTH:  The   amendments  set   forth   in  paragraph   SECOND   (the
     'Amendments')   were  submitted  to  the   following  shareholders  of  the
     Corporation by the Board of Directors of the Corporation in accordance with
     the  Virginia  Stock  Corporation  Act  and  were  duly  adopted  by   such
     shareholders  at  a  meeting held  on  December     ,  1995.  The following
     shareholders were entitled to vote on the Amendments:
 
             (a) Holders of Services Stock,  of which               shares  were
        outstanding  on the record date,  each of whom was  entitled to cast one
        vote for each share of such stock, were entitled to vote separately as a
        group on the Amendments. The number of undisputed votes cast in favor of
        the Amendments by such shareholders was                , such number  of
        votes   being  sufficient  for  approval   of  the  Amendments  by  such
        shareholders;
 
             (b)  Holders  of  Services  Stock  and  Minerals  Stock,  of  which
                    shares were outstanding on the record date, each of whom was
        entitled to cast one vote for each share of such stock, were entitled to
        vote  as a group on the Amendments.  The number of undisputed votes cast
        in favor of the Amendments by such shareholders was              ,  such
        number  of votes being sufficient for approval of the Amendments by such
        shareholders;
 
             (c) Holders of Minerals Stock,  of which               shares  were
        outstanding  on the record date,  each of whom was  entitled to cast one
        vote for each share of such stock,  were entitled to vote as a group  on
        the  Amendments. The  number of  undisputed votes  cast in  favor of the
        Amendments by such shareholders was              , such number of  votes
        being  sufficient for approval  of the Amendments  by such shareholders;
        and
 
             (d) Holders of the Preferred  Stock, of which                shares
        were  outstanding on the record date, each  of whom was entitled to cast
        one vote for each share of such stock, were entitled to vote as a  group
        on  the Amendments. The number of undisputed  votes cast in favor of the
        Amendments by such shareholders was              , such number of  votes
        being sufficient for approval of the Amendments by such shareholders.
 
          FIFTH:  These  Articles  of  Amendments to  the  Restated  Articles of
     Incorporation shall be effective as of the close of business on the date on
     which the State Corporation Commission of Virginia issues a certificate  of
     amendment  relating to these Articles of Amendment to the Restated Articles
     of Incorporation.
 
                                     II-10

     IN WITNESS  WHEREOF, The  Pittston  Company has  caused these  Articles  of
Amendment  to be duly executed in its corporate  name on this   day of December,
1995.
 
                                                  THE PITTSTON COMPANY,
                                          By
                                             ...................................
                                                  NAME: JOSEPH C. FARRELL
                                                TITLE: CHAIRMAN OF THE BOARD
 
                                          Attest:
 
                                           .....................................
                                                   NAME: AUSTIN F. REED
                                                     TITLE: SECRETARY
 
                                     II-11

                                                                     ANNEX III-A
 
          AMENDMENTS TO THE NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
 
     Set  forth  below are  the amendments  that  will be  made to  The Pittston
Company Non-Employee Directors' Stock Option Plan if the Brink's Stock  Proposal
is approved by the shareholders:
 
          1. The first sentence of Article I is amended by (i) deleting the word
     'both'  and by  substituting therefor 'all  three', (ii)  deleting the word
     'Services' and  by  substituting therefor  'Brink's'  and (iii)  adding  ',
     Pittston  Burlington  Group  Common  Stock' before  the  reference  to 'and
     Pittston Minerals Group Common Stock'.
 
          2. Section  2 of  Article III  is  amended by  (i) deleting  the  word
     'Services'  and by substituting therefor  'Brink's', (ii) deleting the word
     'and' appearing before the  reference to '(b)' and  (iii) adding the  words
     'in  the case  of Burlington Group  Common Stock, 100,000  shares, and (c)'
     after the reference to '(b)'.
 
          3. Section 1 of Article IV is amended by deleting the word 'both'  and
     by substituting therefor 'all three'.
 
          4.  Section  2 of  Article  IV is  amended  by (i)  deleting  the word
     'Services' and by substituting therefor  'Brink's', (ii) deleting the  word
     'and'  appearing before the reference to '(b)' and by substituting therefor
     ',' and (iii)  adding the  words 'an option  for 5,000  shares of  Pittston
     Burlington Group Common Stock and (c)' after the reference to '(b)'.
 
          5.  Section  3 of  Article  IV is  amended  by (i)  deleting  the word
     'Services' and by substituting therefor 'Brink's' and (ii) adding the words
     ', an option  to purchase 500  shares of Pittston  Burlington Group  Common
     Stock'  before the reference  to 'and an  option to purchase  200 shares of
     Pittston Minerals Group Common Stock'.
 
          6. Section 2 of Article  VI is amended by  adding the words 'the  same
     class  of'  in  the fourth  line  immediately preceding  the  words 'Common
     Stock'.
 
     Set forth below is the text of The Pittston Company Non-Employee Directors'
Stock Option Plan,  as proposed  to be amended  by the  Brink's Stock  Proposal.
Material  to be added upon shareholder approval of the Brink's Stock Proposal is
shown in boldface type.
 
                              THE PITTSTON COMPANY
                   NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
 
                                   ARTICLE I
                              PURPOSE OF THE PLAN
 
     The purpose of this Non-Employee Directors' Stock Plan (this 'Plan') is  to
attract  and retain  the services of  experienced independent  directors for The
Pittston Company (the 'Company')  by encouraging them  to acquire a  proprietary
interest  in the  Company in  the form  of shares  of ALL  THREE CLASSES  OF the
Company's Common Stock (the 'Common Stock'), viz., Pittston BRINK'S Group Common
Stock, PITTSTON BURLINGTON GROUP COMMON STOCK and Pittston Minerals Group Common
Stock. Unless otherwise indicated, references in this Plan to Common Stock shall
be construed to refer  to the class  of Common Stock  covered by the  particular
option. The Company intends this Plan to provide those directors with additional
incentive to further the best interests of the Company and its shareholders.
 
                                   ARTICLE II
                           ADMINISTRATION OF THE PLAN
 
     This  Plan shall be administered  by the Board of  Directors of the Company
(the 'Board'). The Board is authorized to interpret this Plan and may from  time
to  time adopt such rules and regulations for carrying out this Plan as it deems
best. All determinations by  the Board pursuant to  the provisions of this  Plan
shall  be made in  accordance with and  subject to applicable  provisions of the
Company's bylaws, and all such determinations and related orders or  resolutions
of  the  Board  shall be  final,  conclusive  and binding  on  all  persons. All
authority   of   the   Board   provided    for   in   or   pursuant   to    this
 
                                    III-A-1

Plan, including, without limitation, the authority set forth in Articles III and
IX may also be exercised by the Compensation and Benefits Committee of the Board
or  by such  other committee  of the Board  as the  Board may  designate for the
purpose.
 
                                  ARTICLE III
                 ELIGIBILITY; NUMBER AND PRICE OF OPTION SHARES
 
     SECTION 1.  Options  shall  be granted  only  to  directors  ('Non-Employee
Directors')   who  are  not  also  employees  of  the  Company  or  any  of  its
Subsidiaries.
 
     SECTION 2. Subject to the provisions of Section 4 of this Article III,  the
maximum number of shares of Common Stock which may be issued pursuant to options
granted  under this  Plan shall  be (a)  in the  case of  Pittston BRINK'S Group
Common Stock,  200,000 shares,  (b) IN  THE CASE  OF PITTSTON  BURLINGTON  GROUP
COMMON  STOCK, 100,000 SHARES,  AND (c) in  the case of  Pittston Minerals Group
Common Stock, 40,000 shares.
 
     SECTION 3. The purchase price per  share of Common stock under each  option
shall  be 100% of  the Fair Market Value  of a share of  Common Stock covered by
such option at the time such option is granted.
 
     SECTION 4. In  the event of  any dividend  payable in any  class of  Common
Stock  or any split or combination of any  class of Common Stock, (a) the number
of shares  of  such  class  which  may  be  issued  under  this  Plan  shall  be
proportionately  increased or decreased, as  the case may be,  (b) the number of
shares of such class (including shares subject to options not then  exercisable)
deliverable  pursuant  to  grants  theretofore  made  shall  be  proportionately
increased or decreased, as the case may be, and (c) the aggregate purchase price
of  shares  subject  to  any  such  grant  shall  not  be  changed.  Any  option
subsequently  granted pursuant to Sections 2 and 3  of Article IV shall be for a
number of shares reflecting such increase or decrease. In the event of any other
recapitalization, reorganization,  extraordinary  dividend  or  distribution  or
restructuring  transaction (including any distribution of shares of stock of any
Subsidiary or other property to holders of shares of any class of Common  Stock)
affecting any class of Common Stock, the number of shares of such class issuable
pursuant  to any option  theretofore granted (whether  or not then exercisable),
and/or the  option  price  per  share  of  such  option,  shall  be  subject  to
appropriate  adjustment; provided, however, that such option shall be subject to
only such  adjustment  as  shall  be necessary  to  maintain  the  proportionate
interest  of the  optionee and  preserve, without  exceeding, the  value of such
option. In the event of a merger or share exchange in which the Company will not
survive as an  independent, publicly  owned corporation, or  in the  event of  a
consolidation  or of a sale of all or substantially all of the Company's assets,
provision shall be made for the  protection and continuation of any  outstanding
options  by the substitution,  on an equitable  basis, of such  shares of stock,
other securities, cash,  or any  combination thereof, as  shall be  appropriate;
provided, however, that such options shall be subject to only such adjustment as
shall  be necessary to  maintain the proportionate interest  of the optionee and
preserve, without exceeding, the value of such options.
 
                                   ARTICLE IV
                                GRANT OF OPTIONS
 
     SECTION 1. Grants under this Plan shall relate to ALL THREE classes of  the
Company's Common Stock. Each option shall constitute a nonqualified stock option
not  intended to qualify under Section 422 of the Internal Revenue Code of 1986,
as amended (the 'Code').
 
     SECTION 2. Each  Non-Employee Director  elected as  a member  of the  Board
shall  automatically  be granted  (a) an  option for  10,000 shares  of Pittston
BRINK'S Group  Common  Stock,  (b)  AN  OPTION  FOR  5,000  SHARES  OF  PITTSTON
BURLINGTON  GROUP COMMON STOCK  AND (c) an  option for 2,000  shares of Pittston
Minerals Group Common Stock (or, in case of an adjustment pursuant to Section  4
of  Article III, the number  of shares of each  respective class of Common Stock
determined as provided in said  Section 4) on the  first business day after  the
meeting  of shareholders  or of  the Board, as  the case  may be,  at which such
Director shall have first  been elected. Each such  option shall be  exercisable
immediately as to one-
 
                                    III-A-2

third  of the shares covered thereby, as to an additional one-third on and after
the first anniversary of the date of grant and as to the remaining shares on and
after the second anniversary of such date.
 
     SECTION 3. On August 1, 1993, and  on July 1 of each subsequent year,  each
Non-Employee  Director who is a  member of the Board as  of each such date shall
automatically be granted an option to purchase 1,000 shares of Pittston  BRINK'S
Group  Common Stock,  AN OPTION  TO PURCHASE  500 SHARES  OF PITTSTON BURLINGTON
GROUP COMMON STOCK  and an option  to purchase 200  shares of Pittston  Minerals
Group  Common Stock (or, in  the case of an adjustment  pursuant to Section 4 of
Article III,  the number  of shares  of each  respective class  of Common  Stock
determined  as  provided  in said  Section  4).  Each such  option  shall become
exercisable in full six months after the date of grant.
 
     SECTION 4. All instruments evidencing options granted under this Plan shall
be in such form, consistent with this Plan, as the Board shall determine.
 
                                   ARTICLE V
                         NON-TRANSFERABILITY OF OPTIONS
 
     No option granted  under this Plan  shall be transferable  by the  optionee
otherwise  than by will or by the laws of descent and distribution, and any such
option shall  be exercised  during the  lifetime  of the  optionee only  by  the
optionee or the optionee's duly appointed legal representative.
 
                                   ARTICLE VI
                              EXERCISE OF OPTIONS
 
     SECTION 1. Each option granted under this Plan shall terminate on the tenth
anniversary  of the date of grant, unless  sooner terminated as provided in this
Plan. Except in cases provided for in Article VII, each option may be  exercised
only while the optionee is a Non-Employee Director.
 
     SECTION  2.  A person  electing to  exercise an  option shall  give written
notice to the Company  of such election  and of the number  of shares of  Common
Stock  such person has elected  to purchase, and shall  tender the full purchase
price of such  shares, which tender  shall be  made in cash  or cash  equivalent
(which may be such person's personal check) at the time of purchase or in shares
of  THE SAME CLASS  OF Common Stock  already owned by  such person (which shares
shall be valued for such purpose on the basis of their Fair Market Value on  the
date  of exercise),  or in  any combination thereof.  The Company  shall have no
obligation to deliver  shares of Common  Stock pursuant to  the exercise of  any
option,  in whole or in part, until the  Company receives payment in full of the
purchase  price  thereof.  No  optionee  or  legal  representative,  legatee  or
distributee  of such optionee shall be or be deemed to be a holder of any shares
of Common  Stock  subject  to  such  option or  entitled  to  any  rights  as  a
shareholder  of the Company in respect of  any shares of Common Stock covered by
such option until  such shares  have been  paid for in  full and  issued by  the
Company.
 
                                  ARTICLE VII
                             TERMINATION OF OPTIONS
 
     SECTION  1. In the case of a  Non-Employee Director who (i) ceases to serve
as such for any reason other than voluntary resignation or failure to stand  for
reelection  notwithstanding an invitation to continue to serve as a Non-Employee
Director and  (ii)  is  entitled  to  receive a  pension  from  the  Company  in
accordance  with the Company's pension  arrangements for Non-Employee Directors,
all the  Non-Employee Director's  options shall  be terminated  except that  any
option  to the  extent exercisable  at the date  of ceasing  so to  serve may be
exercised within  three years  after  such cessation,  but  not later  than  the
termination date of the option.
 
     SECTION 2. In the case of a Non-Employee Director who dies while serving as
such,  all the Non-Employee  Director's options shall  be terminated except that
any option to the extent exercisable by the Non-Employee Director at the date of
death, together with the unmatured installment,  if any, of the option which  at
such  date is next scheduled to become  exercisable, may be exercised within one
year
 
                                    III-A-3

after such date, but not later than  the termination date of the option, by  the
Non-Employee  Director's estate or by the  person designated in the Non-Employee
Director's last will and testament.
 
     SECTION 3. In the case of a Non-Employee Director who dies after ceasing to
serve as  such, all  the  Non-Employee Director's  options shall  be  terminated
except that any option to the extent exercisable by the Non-Employee Director at
the  date of ceasing so to serve may be exercised within one year after the date
of death,  but  not later  than  the termination  date  of the  option,  by  the
Non-Employee  Director's estate or by the  person designated in the Non-Employee
Director's last will and testament.
 
     SECTION 4. In the case of a  Non-Employee Director (other than one to  whom
Section 1, 2 or 3 of this Article VII is applicable) who ceases to serve as such
for  any reason,  all the  Non-Employee Director's  options shall  be terminated
except that any option to  the extent exercisable at the  date of ceasing so  to
serve  may be exercised within one year after  such date, but not later than the
termination date of the option.
 
                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS
 
     SECTION 1. Each option shall be subject to the requirement that, if at  any
time  the Board shall determine that  the listing, registration or qualification
of the  shares  of Common  Stock  subject to  such  option upon  any  securities
exchange  or under any state  or federal law, or the  consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with,  the granting  of such  option  or the  issue of  Common  Stock
pursuant  thereto, no option may be exercised,  in whole or in part, unless such
listing, registration,  qualification,  consent  or  approval  shall  have  been
effected  or obtained free from any  conditions not reasonably acceptable to the
Board.
 
     SECTION 2.  The  Company may  establish  appropriate procedures  to  ensure
payment or withholding of such income or other taxes, if any, as may be provided
by  law to be paid or withheld in  connection with the issue of shares of Common
Stock under this Plan.
 
     SECTION 3.  Nothing in  this Plan  shall be  construed either  to give  any
Non-Employee  Director any right to be retained in the service of the Company or
to limit the power  of the Board to  adopt additional compensation  arrangements
(either  generally or in specific instances) for  directors of the Company or to
change such arrangements as in effect at any time.
 
                                   ARTICLE IX
                        PLAN TERMINATION AND AMENDMENTS
 
     SECTION 1. The Board  may terminate this  Plan at any  time, but this  Plan
shall  in any event terminate on May 11,  1998, and no options may thereafter be
granted, unless  the shareholders  shall have  approved its  extension.  Options
granted  in accordance with this  Plan prior to the  date of its termination may
extend beyond that date.
 
     SECTION 2. The Board may  from time to time  amend, modify or suspend  this
Plan,  but  no  such  amendment  or modification  without  the  approval  of the
shareholders shall
 
          (a) increase the maximum number (determined as provided in this  Plan)
     of  shares of any class of Common Stock  which may be issued (i) to any one
     Non-Employee Director or (ii)  pursuant to all  options granted under  this
     Plan;
 
          (b)  permit the grant of any option at a purchase price less than 100%
     of the Fair Market Value of the Common Stock covered by such option at  the
     time such option is granted;
 
          (c)  permit the exercise of an  option unless arrangements are made to
     ensure that the full purchase price of the shares as to which the option is
     exercised is paid at the time of exercise; or
 
          (d) extend beyond May 11, 1998, the period during which options may be
     granted.
 
                                    III-A-4

                                   ARTICLE X
                                  DEFINITIONS
 
     Wherever used in  this Plan, the  following terms shall  have the  meanings
indicated:
 
          Fair  Market  Value: With  respect to  shares of  any class  of Common
     Stock, the average of the high and low quoted sale price of a share of such
     Stock on the date  in question (or,  if there is no  reported sale on  such
     date,  on the last preceding  date on which any  reported sale occurred) on
     the New York Stock Exchange Composite Transactions Tape.
 
          Subsidiary: Any corporation of which  stock representing at least  50%
     of  the  ordinary voting  power is  owned, directly  or indirectly,  by the
     Company.
 
                                    III-A-5

                                                                     ANNEX III-B
 
     Set forth below is the text of The Pittston Company 1988 Stock Option Plan,
as  proposed to be amended  by The Brink's Stock  Proposal. Material to be added
upon shareholder approval  of The Brink's  Stock Proposal is  shown in  boldface
type:
 
                              THE PITTSTON COMPANY
                             1988 STOCK OPTION PLAN
 
                                   ARTICLE I
                              PURPOSE OF THE PLAN
 
     This  1988 Stock Option Plan (this  'Plan') contains provisions designed to
enable  key  employees  of  The   Pittston  Company  (the  'Company')  and   its
Subsidiaries  to acquire a  proprietary interest in  the Company in  the form of
shares of ANY OF THE classes of  its Common Stock, viz., Pittston BRINK'S  Group
Common Stock, PITTSTON BURLINGTON GROUP COMMON STOCK and Pittston Minerals Group
Common  Stock. The Company intends this  Plan to encourage those individuals who
are expected  to contribute  significantly to  the Company's  success to  accept
employment  or continue in  the employ of  the Company and  its Subsidiaries, to
enhance their incentive  to perform at  the highest level,  and, in general,  to
further the best interests of the Company and its shareholders.
 
                                   ARTICLE II
                           ADMINISTRATION OF THE PLAN
 
     SECTION  1. Subject to  the authority as  described herein of  the Board of
Directors of the  Company (the 'Board'),  this Plan shall  be administered by  a
committee  (the 'Committee') designated by the Board, which shall be composed of
at least three members of the Board,  all of whom are Disinterested Persons  and
satisfy  the requirements for an outside  director pursuant to Section 162(m) of
the Internal Revenue Code of 1986, as amended (the 'Code'), and any  regulations
issued thereunder. Until otherwise determined by the Board, the Compensation and
Benefits  Committee designated  by the Board  shall be the  Committee under this
Plan. The Committee is authorized to interpret  this Plan as it deems best.  All
determinations  by the  Committee shall  be made  by the  affirmative vote  of a
majority of its members, but any determination reduced to writing and signed  by
a  majority of its members shall be fully as effective as if it had been made by
a majority vote at  a meeting duly  called and held.  Subject to any  applicable
provisions  of the Company's bylaws  or of this Plan,  all determinations by the
Committee or by  the Board  pursuant to  the provisions  of this  Plan, and  all
related  orders or resolutions  of the Committee  or the Board,  shall be final,
conclusive  and  binding  on  all   persons,  including  the  Company  and   its
shareholders and those receiving options under this Plan.
 
     SECTION  2. All authority of  the Committee provided for  in or pursuant to
this Plan, including that referred to in Section 1 of this Article II, may  also
be  exercised  by  the Board.  No  action of  the  Board taken  pursuant  to the
provisions of this Plan shall be effective unless at the time both a majority of
the Board and a majority of the directors acting in the matter are Disinterested
Persons. In the event of  any conflict or inconsistency between  determinations,
orders,  resolutions or other  actions of the  Committee and the  Board taken in
connection with this Plan, the actions of the Board shall control.
 
                                  ARTICLE III
                                  ELIGIBILITY
 
     Only persons who are  Employees, including individuals  who have agreed  to
become Employees as provided in Article XII, shall be eligible to receive option
grants  under this Plan. Neither the members  of the Committee nor any member of
the Board who is not an Employee shall be eligible to receive any such grant.
 
                                    III-B-1

                                   ARTICLE IV
                    STOCK SUBJECT TO GRANTS UNDER THIS PLAN
 
     SECTION 1. Grants under  this Plan shall  relate to ANY  OF THE classes  of
Common  Stock ('Common  Stock') of the  Company and may  be made in  the form of
incentive  stock  options  or  nonqualified  stock  options.  Unless   otherwise
indicated,  references in this Plan to Common  Stock shall be construed to refer
to the class of Common Stock covered by the particular option.
 
     SECTION 2. Subject to Section 3 of  this Article IV, the maximum number  of
shares  of Common Stock which may be  issued pursuant to options exercised under
this Plan shall  be (a)  in the  case of  Pittston Brink's  Group Common  Stock,
1,600,000  shares plus the number  of shares of such  Stock issuable pursuant to
options outstanding under this Plan on  [EFFECTIVE DATE], 1995, (b) IN THE  CASE
OF  PITTSTON BURLINGTON  GROUP COMMON STOCK,  800,000 SHARES PLUS  THE NUMBER OF
SHARES OF SUCH STOCK ISSUABLE PURSUANT TO OPTIONS OUTSTANDING UNDER THIS PLAN ON
[EFFECTIVE DATE], 1995, AND  (C) in the case  of Pittston Minerals Group  Common
Stock,  225,000 shares plus the number of shares of such Stock issuable pursuant
to options outstanding under this Plan on May 6, 1994. Such number of shares  of
Common  Stock referred  to in  clause (a), (b)  OR (c)  shall be  reduced by the
aggregate number of  shares of such  Common Stock covered  by options  purchased
pursuant to Section 3 or Section 4 of Article VI. NOTWITHSTANDING THE FOREGOING,
IN  NO EVENT WILL ANY EMPLOYEE BE  GRANTED OPTIONS TO PURCHASE MORE THAN 167,000
SHARES OF  PITTSTON  BRINK'S  GROUP  COMMON STOCK,  83,000  SHARES  OF  PITTSTON
BURLINGTON  GROUP  COMMON STOCK  OR 200,000  SHARES  OF PITTSTON  MINERALS GROUP
COMMON STOCK IN ANY CALENDAR YEAR.
 
     SECTION 3. In  the event of  any dividend  payable in any  class of  Common
Stock  or any split or combination of any  class of Common Stock, (a) the number
of shares  of  such  class  which  may  be  issued  under  this  Plan  shall  be
proportionately  increased or decreased, as  the case may be,  (b) the number of
shares of such class (including shares subject to options not then  exercisable)
deliverable  pursuant  to  grants  theretofore  made  shall  be  proportionately
increased or decreased, as the case may be, and (c) the aggregate purchase price
of shares of such class subject to any  such grant shall not be changed. In  the
event  of any other recapitalization,  reorganization, extraordinary dividend or
distribution or restructuring transaction (including any distribution of  shares
of  stock of any Subsidiary or other property  to holders of shares of any class
of Common Stock) affecting any  class of Common Stock,  the number of shares  of
such  class issuable under this Plan shall  be subject to such adjustment as the
Committee or the Board may  deem appropriate, and the  number of shares of  such
class  issuable pursuant to any option  theretofore granted (whether or not then
exercisable) and/or the option price per share of such option, shall be  subject
to  such adjustment as  the Committee or  the Board may  deem appropriate with a
view toward preserving the  value of such  option. In the event  of a merger  or
share exchange in which the Company will not survive as an independent, publicly
owned  corporation, or in  the event of a  consolidation or of a  sale of all or
substantially all  of the  Company's assets,  provision shall  be made  for  the
protection  and continuation of any outstanding  options by the substitution, on
an equitable basis,  of such  shares of stock,  other securities,  cash, or  any
combination thereof, as shall be appropriate.
 
                                   ARTICLE V
                       PURCHASE PRICE OF OPTIONED SHARES
 
     Unless the Committee shall fix a greater purchase price, the purchase price
per  share of  Common Stock under  any option shall  be 100% of  the Fair Market
Value of a share of Common Stock covered by such option at the time such  option
is granted.
 
                                   ARTICLE VI
                                GRANT OF OPTIONS
 
     SECTION  1. Each option granted under  this Plan shall constitute either an
incentive stock option, intended to qualify under  Section 422 of the Code or  a
nonqualified  stock option, not  intended to qualify under  said Section 422, as
determined in each case by the Committee.
 
                                    III-B-2

     SECTION 2. The Committee shall from time to time determine the Employees to
be granted options, it being understood that options may be granted at different
times to the same Employees. In addition, the Committee shall determine (a)  the
number  and class of shares of Common Stock subject to each option, (b) the time
or times when the options will be granted, (c) the purchase price of the  shares
subject  to each option,  which price shall  be not less  than that specified in
Article V, and (d) the  time or times when each  option may be exercised  within
the  limits  stated in  this Plan,  which  except as  provided in  the following
sentence shall in no event be less than six months after the date of grant.  All
options  granted under this  Plan shall become exercisable  in their entirety at
the time of any Change in Control of the Company.
 
     SECTION 3.  In connection  with  any option  granted  under this  Plan  the
Committee  in  its discretion  may grant  a stock  appreciation right  (a 'Stock
Appreciation Right'), providing that  at the election of  the holder of a  Stock
Appreciation  Right  (which  election  shall,  unless  the  Committee  otherwise
consents, be made only  during an Election Period),  the Company shall  purchase
all  or  any part  of  the related  option  to the  extent  that such  option is
exercisable at the date of such election  for an amount (payable in the form  of
cash,  shares of Common Stock  or any combination thereof,  all as the Committee
shall in its discretion determine) equal to the excess of the Fair Market  Value
of  the  shares  of Common  Stock  covered by  such  option or  part  thereof so
purchased on the date  such election shall  be made over  the purchase price  of
such  shares so covered.  A Stock Appreciation  Right may also  provide that the
Committee or the Board reserves the  right to determine, in its discretion,  the
date  (which shall be subsequent  to six months after the  date of grant of such
option) on which such Right shall first become exercisable in whole or in part.
 
     SECTION 4.  In connection  with  any option  granted  under this  Plan  the
Committee  in  its discretion  may  grant a  limited  right (a  'Limited Right')
providing that the Company  shall, at the  election of the  holder of a  Limited
Right  (which election may be made only during the period beginning on the first
day following the date of expiration of any Offer and ending on the  forty-fifth
day following such date), purchase all or any part of such option, for an amount
(payable  entirely in cash) equal to the excess of the Offer Price of the shares
of Common Stock covered by such purchase on the date such election shall be made
over the purchase price of such  shares so purchased. Notwithstanding any  other
provision  of this Plan, no Limited Right  may be exercised within six months of
the date of its grant.
 
     SECTION 5.  The authority  with respect  to the  grant of  options and  the
determination  of their  provisions contained  in Sections  1 through  4 of this
Article VI may be delegated by the Board to one or more officers of the Company,
on such  conditions  and  limitations  as the  Board  shall  approve;  provided,
however,  that no such authority shall be delegated with respect to the grant of
options to  any officer  or  director of  the Company  or  with respect  to  the
determination of any of the provisions of any of such options.
 
                                  ARTICLE VII
                         NON-TRANSFERABILITY OF OPTIONS
 
     No  option  or  Stock  Appreciation Right  (including  any  Limited Rights)
granted under this Plan shall be transferable by the optionee otherwise than  by
will  or by the laws  of descent and distribution, and  any such option or Stock
Appreciation Right (including any Limited Rights) shall be exercised during  the
lifetime  of the optionee only by the  optionee or the optionee's duly appointed
legal representative.
 
                                  ARTICLE VIII
                              EXERCISE OF OPTIONS
 
     SECTION 1.  Each  incentive stock  option  granted under  this  Plan  shall
terminate  not later than  ten years from  the date of  grant. Each nonqualified
stock option granted under  this Plan shall terminate  not later than ten  years
and two days from the date of grant.
 
     SECTION  2. Except in cases provided for in Article IX, each option granted
under this Plan  may be exercised  only while  the optionee is  an Employee.  An
Employee's  right to exercise any incentive stock option shall be subject to the
provisions of Section  422 of the  Code restricting the  exercisability of  such
option during any calendar year.
 
                                    III-B-3

     SECTION  3.  A person  electing to  exercise an  option shall  give written
notice to the Company of such election and of the number AND CLASS of shares  of
Common  Stock such  person has  elected to purchase,  and shall  tender the full
purchase price  of such  shares, which  tender shall  be made  in cash  or  cash
equivalent  (which may be such person's personal  check) at the time of purchase
or in accordance with  cash payment arrangements acceptable  to the Company  for
payment  prior to  delivery of  such shares or,  if the  Committee so determines
either generally or with respect to a  specified option or group of options,  in
shares  of THE SAME  CLASS OF Common  Stock already owned  by such person (which
shares shall be valued for such purpose on the basis of their Fair Market  Value
on  the date of exercise), or in any combination thereof. The Company shall have
no obligation to deliver shares of Common Stock pursuant to the exercise of  any
option,  in whole or in part, until the  Company receives payment in full of the
purchase  price  thereof.  No  optionee  or  legal  representative,  legatee  or
distributee  of such optionee shall be or be deemed to be a holder of any shares
of Common  Stock  subject  to  such  option or  entitled  to  any  rights  as  a
shareholder  of the Company in respect of  any shares of Common Stock covered by
such option until  such shares  have been  paid for in  full and  issued by  the
Company.  A person  electing to exercise  a Stock Appreciation  Right or Limited
Right then exercisable shall give written notice to the Company of such election
and of the option or part thereof which is to be purchased by the Company.
 
                                   ARTICLE IX
                             TERMINATION OF OPTIONS
 
     SECTION 1. If  an optionee shall  cease to  be an Employee  for any  reason
other  than death or  retirement under the  Company's Pension-Retirement Plan or
any other pension  plan sponsored by  the Company  or a Subsidiary,  all of  the
optionee's   options  shall  be   terminated  except  that   any  option,  Stock
Appreciation Right  or Limited  Right  to the  extent  then exercisable  may  be
exercised  within three months after cessation of employment, but not later than
the termination date of the option or in  the case of a Limited Right not  later
than the expiration date of such Right.
 
     SECTION  2. If and when an optionee shall cease to be an Employee by reason
of  the  optionee's  early,  normal  or  late  retirement  under  the  Company's
Pension-Retirement  Plan or any  such other pension plan,  all of the optionee's
options shall be  terminated except  that (a)  any Stock  Appreciation Right  or
Limited  Right  to the  extent then  exercisable may  be exercised  within three
months after such  retirement, but not  later than the  termination date of  the
option  or in the case of a Limited  Right not later than the expiration date of
such Right, and (b)  any option to  the extent then  exercisable may, unless  it
otherwise  provides, be exercised within three  years after such retirement, but
not later than the termination date of  the option, unless within 45 days  after
such  retirement the Committee  determines, in its  discretion, that such option
may be exercised only within a period  of shorter duration (not less than  three
months  following notice of such determination  to the optionee) to be specified
by the Committee.
 
     SECTION 3.  If  an  optionee  shall  die while  an  Employee,  all  of  the
optionee's options shall be terminated except that any option (but not any Stock
Appreciation  Right  or Limited  Right) to  the extent  then exercisable  by the
optionee at the time of death, together with the unmatured installment, if  any,
of the option which at that time is next scheduled to become exercisable, may be
exercised  within one year after the date of  such death, but not later than the
termination date  of the  option, by  the  optionee's estate  or by  the  person
designated in the optionee's last will and testament.
 
     SECTION 4. If an optionee shall die after ceasing to be an Employee, all of
the  optionee's options shall be terminated except  that any option (but not any
Stock Appreciation Right  or Limited  Right) to  the extent  exercisable by  the
optionee at the time of death may be exercised within one year after the date of
death,  but not later than the termination date of the option, by the optionee's
estate or by the person designated in the optionee's last will and testament.
 
                                   ARTICLE X
                            MISCELLANEOUS PROVISIONS
 
     SECTION 1.  Each option  grant under  this  Plan shall  be subject  to  the
requirement that, if at any time the Committee shall determine that the listing,
registration or qualification of the shares of
 
                                    III-B-4

Common  Stock subject to  such grant upon  any securities exchange  or under any
state or federal law, or the consent or approval of any governmental  regulatory
body,  is necessary or desirable  as a condition of,  or in connection with, the
making of  such grant  or the  issue  of Common  Stock pursuant  thereto,  then,
anything  in  this  Plan  to  the contrary  notwithstanding,  no  option  may be
exercised in whole or in  part, and no shares of  Common Stock shall be  issued,
unless such listing, registration, qualification, consent or approval shall have
been  effected or obtained free from any conditions not reasonably acceptable to
the Committee.
 
     SECTION 2.  The  Company may  establish  appropriate procedures  to  ensure
payment  or withholding of such income or other  taxes as may be provided by law
to be paid or withheld  in connection with the issue  of shares of Common  Stock
under  this Plan or  the making of  any payments pursuant  to Section 3  or 4 of
Article VI, and to ensure that the Company receives prompt advice concerning the
occurrence of an Income Recognition Date or any other event which may create, or
affect the timing or amount of, any obligation to pay or withhold any such taxes
or which may make available to the Company any tax deduction resulting from  the
occurrence  of such event. Such procedures  may include arrangements for payment
or withholding of taxes by retaining  shares of Common Stock otherwise  issuable
to  the optionee in accordance with the  provisions of this Plan or by accepting
already owned shares, and by  applying the Fair Market  Value of such shares  to
the  withholding taxes payable  or to the  amount of tax  liability in excess of
withholding taxes which arises from the delivery of such shares.
 
     SECTION 3. Any question as to whether and when there has been a  retirement
under  the Company's Pension-Retirement Plan or any other pension plan sponsored
by the Company or a Subsidiary or a cessation of employment for any other reason
shall be  determined by  the Committee,  and any  such reasonable  determination
shall be final.
 
     SECTION  4. All  instruments evidencing  options granted  shall be  in such
form, consistent  with this  Plan  and any  applicable determinations  or  other
actions  of the Committee  and the Board,  as the officers  of the Company shall
determine.
 
     SECTION 5. The grant of an option to an Employee shall not be construed  to
give  such Employee any right to be retained in the employ of the Company or any
of its Subsidiaries.
 
                                   ARTICLE XI
                        PLAN TERMINATION AND AMENDMENTS
 
     SECTION 1. The Board  may terminate this  Plan at any  time, but this  Plan
shall  in any event terminate on May 11,  1998, and no options may thereafter be
granted, unless  the shareholders  shall have  approved its  extension.  Options
granted  in accordance with this  Plan prior to the  date of its termination may
extend beyond that date.
 
     SECTION 2. The Board or the Committee  may from time to time amend,  modify
or suspend this Plan, but no such amendment or modification without the approval
of the shareholders shall
 
          (a)  increase the maximum number (determined as provided in this Plan)
     of shares of  any class of  Common Stock  which may be  issued pursuant  to
     options granted under this Plan;
 
          (b)  permit the grant of any option at a purchase price less than 100%
     of the Fair Market Value of the Common Stock covered by such option at  the
     time such option is granted;
 
          (c)  permit the exercise of an  option unless arrangements are made to
     ensure that the full purchase price of the shares as to which the option is
     exercised is paid prior to delivery of such shares; or
 
          (d) extend beyond May 11, 1998, the period during which option  grants
     may be made.
 
                                  ARTICLE XII
                                  DEFINITIONS
 
     Wherever  used in  this Plan, the  following terms shall  have the meanings
indicated:
 
          Change in  Control:  A Change  in  Control  shall be  deemed  to  have
     occurred  if either (a) any person, or any  two or more persons acting as a
     group, and all affiliates of such person or persons, shall own beneficially
     more than 20% of the total voting power in the election of directors of the
     Company of all  classes of  Common Stock outstanding  (exclusive of  shares
     held by the Company's
 
                                    III-B-5

     Subsidiaries)  pursuant  to a  tender offer,  exchange  offer or  series of
     purchases or other acquisitions, or any combination of those  transactions,
     or  (b) there shall be a change in the composition of the Board at any time
     within  two  years  after  any   tender  offer,  exchange  offer,   merger,
     consolidation,  sale of assets or contested election, or any combination of
     those transactions  (a 'Transaction'),  so that  (i) the  persons who  were
     directors  of  the Company  immediately before  the first  such Transaction
     cease to constitute a majority of the Board of Directors of the corporation
     which shall thereafter be in control of the companies that were parties  to
     or  otherwise involved  in such  first Transaction,  or (ii)  the number of
     persons who  shall thereafter  be directors  of such  corporation shall  be
     fewer than two-thirds of the number of directors of the Company immediately
     prior  to such first  Transaction. A Change  in Control shall  be deemed to
     take place upon the first to occur of the events specified in the foregoing
     clauses (a) and (b).
 
          Disinterested Persons:  Such  term  shall have  the  meaning  ascribed
     thereto  in Rule 16B-3(c)(2)(i) under the  Securities Exchange Act of 1934,
     AS AMENDED.
 
          Election Period:  The  period  beginning on  the  third  business  day
     following  a  date  on  which  the  Company  releases  for  publication its
     quarterly or annual summary statements of sales and earnings, and ending on
     the twelfth business day following such date.
 
          Employee: Any  officer and  any other  employee of  the Company  or  a
     Subsidiary,  including  (a) any  director who  is also  an employee  of the
     Company or  a  Subsidiary and  (b)  an  employee or  salaried  employee  on
     approved  leave  of  absence  provided such  employee's  right  to continue
     employment with  the  Company  or  a Subsidiary  upon  expiration  of  such
     employee's  leave of absence is guaranteed either by statute or by contract
     with or  by a  policy  of the  Company or  a  Subsidiary. For  purposes  of
     eligibility  for the grant of a  nonqualified stock option, such term shall
     include any individual who  has agreed in writing  to become an officer  or
     other  salaried  employee of  the Company  or a  Subsidiary within  30 days
     following the date on which an option is granted to such individual.
 
          Fair Market  Value: With  respect to  shares of  any class  of  Common
     Stock,  the average of  the high and low  quoted sale prices  of a share of
     such Stock on the  date in question  (or, if there is  no reported sale  on
     such  date, on the last preceding date on which any reported sale occurred)
     on the New York Stock Exchange Composite Transactions Tape.
 
          Income Recognition Date: With respect  to the exercise of any  option,
     the  later of (a)  the date of such  exercise or (b) the  date on which the
     rights of the holder of such option  in the shares of Common Stock  covered
     by  such exercise become transferable and not subject to a substantial risk
     of forfeiture (within  the meaning of  Section 83 of  the Code);  provided,
     however,  that, if such  holder shall make an  election pursuant to Section
     83(b) of the  Code with respect  to such exercise,  the Income  Recognition
     Date with respect thereto shall be the date of such exercise.
 
          Offer:  Any tender  offer, exchange  offer or  series of  purchases or
     other acquisitions, or any combination  of those transactions, as a  result
     of  which any person, or any two or more persons acting as a group, and all
     affiliates of such person or persons, shall own beneficially more than  30%
     of  the total voting power  in the election of  directors of the Company of
     all classes of Common  Stock outstanding (exclusive of  shares held by  the
     Company's Subsidiaries).
 
          Offer  Price: The highest price per share  of Common Stock paid in any
     Offer which is in effect at any  time beginning on the ninetieth day  prior
     to  the  date on  which a  Limited  Right is  exercised. Any  securities or
     property which are  part or  all of the  consideration paid  for shares  of
     Common Stock in the Offer shall be valued in determining the Offer Price at
     the  higher of (a) the  valuation placed on such  securities or property by
     the person  or persons  making such  Offer  or (b)  the valuation  of  such
     securities or property as may be determined by the Committee.
 
          Subsidiary:  Any corporation of which  stock representing at least 50%
     of the  ordinary voting  power is  owned, directly  or indirectly,  by  the
     Company.
 
                                    III-B-6

                                                                      ANNEX IV 
                             PITTSTON BRINK'S GROUP

                            Description of Businesses

Pittston  Brink's  Group (the  "Brink's  Group")  consists  of the  armored  car
business of Brink's, Incorporated and the home security business of Brink's Home
Security  ("BHS"),  both  wholly  owned  subsidiaries  of The  Pittston  Company
("Pittston" or the  "Company").  The  information set forth herein is as of June
30, 1995 except where an earlier or later date is expressly stated.

BRINK'S

General
- -------
The major  activities  of Brink's are  contract-carrier  armored car,  automated
teller machine  ("ATM"),  air courier,  coin wrapping,  and currency and deposit
processing services. Brink's serves customers through 145 branches in the United
States and 39 branches in Canada. Service is also provided through subsidiaries,
affiliates  and associated  companies in 45 countries  outside the United States
and Canada.  These  international  operations  contributed  approximately 40% of
Brink's total  reported 1994 operating  profit.  Brink's  ownership  interest in
these companies  varies from  approximately  5% to 100%; in some instances local
laws limit the extent of Brink's interest.

Representative  customers include banks, commercial  establishments,  industrial
facilities,  investment  banking and brokerage  firms and  government  agencies.
Brink's provides its  individualized  services under separate contracts designed
to meet the distinct  transportation and security requirements of its customers.
These  contracts  are  usually  for an  initial  term of one year or  less,  but
generally continue in effect thereafter until canceled by either party.

Brink's armored car services include transportation of money from industrial and
commercial  establishments  to banks for deposit,  and  transportation of money,
securities and other negotiable items and valuables  between  commercial  banks,
Federal  Reserve  Banks and their  branches and  correspondents,  and  brokerage
firms.  Brink's also transports new currency,  coins and precious metals for the
United  States  Mint,  the Federal  Reserve  System and the Bank of Canada.  For
transporting  money and other  valuables over long  distances,  Brink's offers a
combined  armored car and air courier  service linking many cities in the United
States and  abroad.  Brink's  does not own or  operate  any  aircraft,  but uses
regularly  scheduled or chartered  aircraft in  connection  with its air courier
services.

In addition to its armored car pickup and delivery  services,  Brink's  provides
payroll services, change services, coin wrapping services,  currency and deposit
processing services,  automated teller machine services,  safes and safe control
services, check cashing and pickup and delivery of valuable air cargo shipments.
In certain geographic areas, Brink's transports canceled checks between banks or
between a clearing  house and its member banks.  Brink's is developing a product
called CompuSafe  (Trademark) designed to streamline the handling and management
of cash receipts for the convenience  store and gas station market.  Pilot tests
are under way in several test markets in the United States.

Brink's  operates a worldwide  specialized  diamond  and jewelry  transportation
business and has offices in the major diamond and jewelry  centers of the world,
including Antwerp, Tel Aviv, Hong Kong, New York, Bombay and Tokyo.

A wholly owned  subsidiary,  Brink's SFB Solutions,  Inc.,  operates a business,
acquired in 1992,  that develops highly  flexible  deposit  processing and vault
management  software  systems for the  financial  service  industry  and its own
locations.  Brink's  offers a total  processing  package  and the ability to tie
together a full range of cash vault, ATM, transportation,  storage,  processing,

inventory   management  and  reporting  services.   Brink's  believes  that  its
processing and information  capabilities  differentiate its currency and deposit
processing services from its competitors and enable Brink's to take advantage of
the trend by banks,  retail  business  establishments  and  others to  outsource
vaulting and cash room operations.

Brink's  activities  outside of North America are organized  into three regions:
Europe, Latin America and Asia/Pacific.  In Europe, wholly owned subsidiaries of
Brink's  operate in  Switzerland  and the United  Kingdom and in the diamond and
jewelry  business in Belgium,  Italy and the United  Kingdom.  Brink's has a 70%
interest  in a  subsidiary  in Israel,  a 65%  general  partnership  interest in
Brink's-Nedlloyd  VOF in the Netherlands and a majority interest in a subsidiary
in Greece.  Brink's also has  ownership  interests  ranging from 24.5% to 50% in
affiliates operating in Belgium,  France,  Germany,  Ireland,  Italy, Jordan and
Luxembourg.  In Latin  America,  a wholly owned  subsidiary  operates in Brazil.
Brink's  owns a 60%  interest  in  subsidiaries  in Chile and  Bolivia and a 20%
interest in a Mexican company, Servicio Pan Americano de Proteccion, S.A., which
operates one of the world's largest security transportation  services, with over
1,700 armored vehicles.  Brink's also has ownership interests ranging from 5% to
49% in affiliates  operating in Colombia,  Panama,  Peru and  Venezuela.  In the
Asia/Pacific region, a wholly owned subsidiary of Brink's operates in Australia,
and  majority  owned  subsidiaries  operate in Hong Kong,  Japan and  Singapore.
Brink's  also has  minority  interests  in  affiliates  in India,  Pakistan  and
Thailand and a 50% ownership interest in an affiliate in Taiwan.

Competition
- -----------
Brink's is the oldest and  largest  armored  car  service  company in the United
States and most of the  countries  it  operates  in. The  foreign  subsidiaries,
affiliates  and  associates  of Brink's  compete with  numerous  armored car and
courier  service  companies in many areas of  operation.  In the United  States,
Brink's  presently  competes with two companies which operate numerous  branches
nationally and with many regional and smaller local companies.  Brink's believes
that its  service,  high  quality  insurance  coverage  and  company  reputation
(including the name "Brink's") are important  competitive factors.  However, the
cost of service is, in many instances,  the controlling  factor in obtaining and
retaining  customers.  While  Brink's cost  structure is generally  competitive,
certain  competitors of Brink's have lower costs  primarily as a result of lower
wage and benefit levels.

See also "Government Regulation" below. 

Service Mark, Patents and Copyrights
- ------------------------------------
Brink's is a  registered  service  mark of Brink's,  Incorporated  in the United
States  and in  certain  foreign  countries.  The  Brink's  mark and name are of
material significance to Brink's business.  Brink's owns patents with respect to
certain coin sorting and counting  machines and armored  truck  design.  Brink's
holds copyrights on certain software systems developed by Brink's.

Insurance
- ---------
Brinks carries insurance coverage for losses. Insurance policies cover liability
for loss of various types of property entrusted to Brink's from any cause except
war and nuclear risk.  The various  layers of insurance are covered by different
groups of participating  underwriters.  Such insurance is obtained by Brink's at
rates and upon terms negotiated  periodically  with the  underwriters.  The loss
experience  of Brink's  and, to some  extent,  other  armored  carriers  affects
premium  rates  charged to Brink's.  A  significant  hardening of the  insurance
market  coupled with  industry  loss  experience in recent years has resulted in
premium  increases.  The availability of quality and reliable insurance coverage
is an important factor in the ability of Brink's to obtain and retain customers.
Quality insurance is available to Brink's in major markets although the premiums
charged  are  subject  to  fluctuations  depending  on market  conditions.  Less
expensive armored car and air courier all-risk insurance is available, but these
policies  typically  contain  unacceptable   operating  warranties  and  limited
customer protection.

Government Regulation
- ---------------------
As an interstate carrier,  Brink's is subject to regulation in the United States
by the Interstate Commerce Commission ("ICC"). ICC jurisdiction includes,  among
other  things,  authority  over the  issuance of  operating  rights to transport
various commodities. The operations of Brink's are also subject to regulation by
the  United  States  Department  of  Transportation  with  respect  to safety of
operation and equipment.  Intrastate and intraprovince  operations in the United
States and Canada are subject to  regulation  by state and by Canadian  Dominion
and provincial  regulatory  authorities.  Recent federal legislation may further
ease entry  requirements for armored car and other companies in domestic markets
by  essentially  limiting  ICC and State  oversight  to  issues  of  safety  and
financial responsibility.

Employee Relations
- ------------------
Brink's  has   approximately   7,900  employees  in  North  America   (including
approximately  3,200 classified as part-time  employees),  of whom approximately
60% are members of armored car crews.  Brink's has approximately 6,000 employees
outside  North  America.  In the United  States,  two  locations  are covered by
collective bargaining  agreements.  At June 30, 1995, Brink's was a party to two
United  States and  thirteen  Canadian  collective  bargaining  agreements  with
various local unions covering approximately 1,195 employees,  of whom 1,183 (for
the most part members of unions affiliated with the International Brotherhood of
Teamsters)  are  employees  in  Canada.  Negotiations  are  continuing  for  one
agreement that expired in 1994. One agreement  expired in 1995 and the remainder
will expire thereafter.

Brink's  experienced  a nine-week  strike in British  Columbia in 1994 which was
settled on favorable terms.  Brink's experienced a five day strike in Ontario in
1995 which was settled on favorable  terms.  Brink's  believes that its employee
relations are generally satisfactory.

Properties
- ----------
Brink's owns 24 branch  offices and holds under lease an  additional  185 branch
offices,  located in 38 states,  the District of Columbia,  the  Commonwealth of
Puerto Rico and nine Canadian provinces.  Such branches generally include office
space and garage or vehicle terminals, and serve not only the city in which they
are located but also nearby cities.  Brink's  corporate  headquarters in Darien,
Connecticut, is held under a lease expiring in 2000, with an option to renew for
an additional  five-year period. The leased branches include 100 facilities held
under  long-term  leases,  while  the  remaining  85  branches  are  held  under
short-term leases or month-to-month tenancies.

Brink's owns or leases,  in the United  States and Canada,  approximately  1,800
armored  vehicles,  230 panel trucks and 225 other  vehicles which are primarily
service cars. In addition,  approximately  3,100 Brink's-owned safes are located
on  customers'   premises.   The  armored   vehicles  are  of   bullet-resistant
construction and are specially designed and equipped to afford security for crew
and cargo. Brinks  subsidiaries and affiliated and associated  companies located
outside  the United  States  and  Canada  operate  approximately  4,300  armored
vehicles.

BHS

General
- -------
BHS  is  engaged  in  the  business  of  installing,  servicing  and  monitoring
electronic   security  systems   primarily  in   owner-occupied,   single-family
residences.  At June 30, 1995, BHS was monitoring approximately 347,000 systems,
including  38,200 new subscribers  since December 31, 1994, and was servicing 48
metropolitan  areas in 29 states,  the District of Columbia  and Canada.  One of
these areas was added during 1995.

BHS markets its alarm  systems  primarily  through  media  advertising,  inbound
telemarketing and a direct sales force. BHS also markets its systems directly to
home builders and has entered into several contracts which extend through 1995.

BHS  employees  install  and  service  the  systems  from  local  BHS  branches.
Subcontractors  are utilized in some service areas. BHS does not manufacture any
of the  equipment  used in its security  systems;  instead,  it  purchases  such
equipment from a small number of suppliers. Equipment inventories are maintained
at each branch office.

BHS's security  system consists of sensors and other devices which are installed
at a customer's  premises.  The equipment is designed to signal intrusion,  fire
and medical  alerts.  When an alarm is triggered,  a signal is sent by telephone
line to BHS's central  monitoring  station near Dallas,  Texas.  The  monitoring
station  has  been  designed  and  constructed  to meet  the  specifications  of
Underwriters'  Laboratories,  Inc.  ("UL")  and  is UL  listed  for  residential
monitoring.  A backup monitoring center in Arlington,  Texas, protects against a
catastrophic  event  at  the  primary  monitoring  center.  In the  event  of an
emergency,  such as fire, flood, major interruption in telephone service, or any
other  calamity  affecting the primary  facility,  monitoring  operations can be
transferred to the backup facility.

BHS's alarm service contracts contain provisions limiting BHS's liability to its
customers. Courts have, from time to time, upheld such provisions, but there can
be no  assurance  that the  limitations  contained in BHS's  agreements  will be
enforced according to their terms in any or all cases. The nature of the service
provided by BHS potentially exposes it to greater risks of liability than may be
borne by other service  businesses.  However,  BHS has not experienced any major
liability  losses.  BHS carries  insurance of various types,  including  general
liability  and  errors and  omissions  insurance,  to  protect  it from  product
deficiencies  and negligent  acts of its employees.  Certain of BHS's  insurance
policies  and the laws of some states limit or prohibit  insurance  coverage for
punitive or certain other kinds of damages arising from employees' misconduct.

Regulation
- ----------
BHS and its personnel are subject to various  Federal,  state and local consumer
protection, licensing and other laws and regulations. BHS's business relies upon
the use of telephone lines to communicate  signals,  and telephone companies are
currently  regulated  by both the Federal and state  governments.  BHS's  wholly
owned Canadian  subsidiary,  Brink's Home Security Canada Limited, is subject to
the laws of Canada,  British Columbia and Vancouver.  The alarm service industry
has experienced a high incidence of false alarms in some communities,  including
communities  in which BHS operates.  This has caused some local  governments  to
impose  assessments,  fines and  penalties  on  subscribers  of alarm  companies
(including  BHS)  based  upon the number of false  alarms  reported.  There is a
possibility that at some point some police  departments may refuse to respond to
calls from alarm companies which would  necessitate that private response forces
be used to respond to alarm signals.  Regulation of installation  and monitoring
of fire detection devices has also increased in several markets.

Competition
- -----------
BHS  competes  in many of its  markets  with  numerous  small  local  companies,
regional companies and several large national firms. BHS believes that it is one
of the leading  firms  engaged in the  business  of  installing,  servicing  and
monitoring  electronic  security systems in the single-family  home marketplace.
BHS offers a lower  initial  price than many of its  competitors,  although,  in
recent years competition has greatly intensified in all of BHS markets.  Several
significant  competitors offer installation  prices which match or are less than
BHS prices; however, many of the small local competitors in BHS markets continue
to charge  significantly more for installation.  The regional  telecommunication
companies could become  significant  competitors in the home security  business,
depending on regulatory  developments  affecting those  companies.  BHS believes

that the  quality  of its  service  compares  favorably  with that  provided  by
competitors  and that the Brink's name and reputation  also provide an important
competitive advantage.

Employers
- ---------
BHS has approximately  1,400 employees,  none of whom is covered by a collective
bargaining agreement. BHS believes that its employee relations are satisfactory.

Properties
- ----------
BHS operates from 41 leased offices and warehouse  facilities  across the United
States.  All premises  protected  by BHS alarm  systems are  monitored  from its
central monitoring station in suburban Dallas which is held by BHS under a lease
expiring in 1996. The adjacent  National Support Center,  where  administrative,
technical, and marketing services are performed to support branch operations, is
also held under a lease  expiring in 1996.  The lease for the backup  monitoring
center in Arlington, Texas, expires in 1998. BHS retains ownership of nearly all
the approximately 347,000 systems currently being monitored.  BHS leases all the
vehicles used for installation and servicing of its security systems.

THE PITTSTON COMPANY AND SUBSIDIARIES
MATTERS RELATED TO FORMER OPERATIONS

In April 1990,  the  Company  entered  into a  settlement  agreement  to resolve
certain  environmental  claims  against the  Company  arising  from  hydrocarbon
contamination at a petroleum terminal facility  ("Tankport") in Jersey City, New
Jersey, which operations were sold in 1983. Under the settlement agreement,  the
Company is  obligated  to pay for 80% of the  remediation  costs.  Based on data
available  to  the  Company  and  its  environmental  consultants,  the  Company
estimates its portion of the clean-up  costs, on an  undiscounted  basis,  using
existing technologies to be between $6.7 million and $14.1 million over a period
of up to five years.  Management  is unable to determine  that any amount within
that range is a better estimate due to a variety of uncertainties, which include
the extent of the  contamination  at the site,  the permitted  technologies  for
remediation  and  the  regulatory  standards  by  which  the  clean-up  will  be
conducted.  The  clean-up  estimates  have  been  modified  in light of  certain
regulatory changes promulgated in December 1994.

The Company  commenced an insurance  coverage  litigation in 1990, in the United
States  District  Court for the  District of New Jersey,  seeking a  declaratory
judgment  that all  amounts  payable by the  Company  pursuant  to the  Tankport
obligation were reimbursable under comprehensive general liability and pollution
liability  policies  maintained by the Company.  Although the underwriters  have
disputed this claim,  management and its legal counsel  believe that recovery is
probable of  realization  in the full amount of the claim.  This  conclusion  is
based upon, among other things,  the nature of the pollution policies which were
broadly  designed to cover such contingent  liabilities,  the favorable state of
the law in the State of New Jersey (whose laws were held by the court to control
the interpretation of the policies),  and numerous other factual  considerations
which  support the Company's  analysis of the insurance  contracts and rebut the
underwriters' defenses.  Accordingly, there is no net liability in regard to the
Tankport obligation.

                                                                         ANNEX V
PITTSTON BRINK'S GROUP 
INDEX TO FINANCIAL INFORMATION 

If the Brink's Stock Proposal is approved,  The Pittston Company (the "Company")
will  provide to holders of Pittston  Brink's  Common  Stock  ("Brink's  Stock")
separate financial  statements,  financial review,  descriptions of business and
other relevant information for the Pittston Brink's Group (the "Brink's Group").
Notwithstanding the attribution of assets and liabilities  (including contingent
liabilities)  among the Pittston  Minerals  Group (the  "Minerals  Group"),  the
Brink's Group and the Pittston Burlington Group (the "Burlington Group") for the
purpose  of  preparing  their   respective   historical  and  future   financial
statements,  this  attribution  and the change in the capital  structure  of the
Company  contemplated  by the Brink's Stock Proposal will not affect legal title
to such assets or responsibility  for such liabilities for the Company or any of
its  subsidiaries.  Holders of Brink's Stock will be common  shareholders of the
Company,  which will  continue  to be  responsible  for all of its  liabilities.
Financial  impacts  arising from one group that affect the  Company's  financial
condition could affect the results of operations and financial condition of each
of the groups. Accordingly, the Company's consolidated financial statements must
be read in connection with the Brink's Group's financial statements.

Under the Brink's  Stock  Proposal,  dividends  to be paid to holders of Brink's
Stock will be limited to funds of the Company legally  available for the payment
of  dividends.  Amounts  available  for  dividends  may be  further  limited  by
covenants in the Company's  public debt  indentures and bank credit  agreements.
See the Company's  consolidated  financial  statements and related footnotes set
forth  in Annex  IX.  Subject  to  these  limitations,  the  Company's  Board of
Directors (the  "Board"),  although there is no requirement to do so, intends to
declare and pay dividends on the Brink's Stock based  primarily on the earnings,
financial condition, cash flow and business requirements of the Brink's Group.

The  accounting   policies  applicable  to  the  preparation  of  the  financial
statements  of the  Brink's  Group  may be  modified  or  rescinded  at the sole
discretion of the Board without approval of  shareholders,  although there is no
intention to do so.

                                                                        Page 
Financial Statements: 
  Independent Auditors' Report .......................................     1 
  Balance Sheets .....................................................     2 
  Statements of Operations ...........................................     3 
  Statements of Cash Flows ...........................................     4 
  Notes to Financial Statements ......................................     5 
Management's Discussion and Analysis of 
  Results of Operations and Financial Condition ......................    29 

PITTSTON BRINK'S GROUP
INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
The Pittston Company

We have audited the  accompanying  balance sheets of Pittston  Brink's Group (as
described  in Note  1) as of  December  31,  1994  and  1993,  and  the  related
statements of operations and cash flows for each of the years in the three- year
period  ended   December  31,  1994.   These   financial   statements   are  the
responsibility of The Pittston  Company's  management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the  financial  statements  of Pittston  Brink's  Group present
fairly,  in all material  respects,  the financial  position of Pittston Brink's
Group as of December 31, 1994 and 1993,  and the results of its  operations  and
its cash flows for each of the years in the three-year period ended December 31,
1994, in conformity with generally accepted accounting principles.

As more fully discussed in Note 1, the financial  statements of Pittston Brink's
Group  should be read in  connection  with the  audited  consolidated  financial
statements of The Pittston Company and subsidiaries.

KPMG Peat Marwick LLP 
Stamford, Connecticut 

September 29, 1995 

PITTSTON BRINK'S GROUP 
BALANCE SHEETS

                                                                     June 30                    December 31 
(Dollars in thousands)                                                 1995               1994               1993 
- -------------------------------------------------------------------------------------------------------------------
ASSETS                                                             (Unaudited) 
                                                                                                     
Current assets: 
Cash and cash equivalents                                            $ 17,254            20,226            17,016 
Short-term investments                                                  2,346             2,041             1,881 
Accounts receivable: 
    Trade                                                              91,859            88,347            75,471 
    Other                                                               6,103             4,561             3,580 
- ------------------------------------------------------------------------------------------------------------------
                                                                       97,962            92,908            79,051 
    Less estimated amount uncollectible                                 3,345             3,379             3,796 
- ------------------------------------------------------------------------------------------------------------------
                                                                       94,617            89,529            75,255 
Receivable - Pittston Minerals Group (Note 2)                             768               705                 - 
Inventories                                                             2,282             1,971             1,442 
Prepaid expenses                                                       12,248             7,021             6,346 
Deferred income taxes (Note 7)                                         11,634            13,670            11,446 
- ------------------------------------------------------------------------------------------------------------------
Total current assets                                                  141,149           135,163           113,386 
Property, plant and equipment, at cost (Note 4)                       390,429           365,041           315,705 
    Less accumulated depreciation and amortization                    198,540           184,111           158,729 
- ------------------------------------------------------------------------------------------------------------------
                                                                      191,889           180,930           156,976 
Intangibles, net of amortization (Notes 5 and 10)                      29,080            28,106            27,302 
Investment in and advances to unconsolidated affiliates                35,988            43,171            39,250 
Deferred pension assets (Note 12)                                      33,094            32,495            31,758 
Deferred income taxes (Note 7)                                              3                 -               569 
Other assets                                                            6,434             7,022             8,682 
- ------------------------------------------------------------------------------------------------------------------
Total assets                                                         $437,637           426,887           377,923 
==================================================================================================================

LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities: 
Short-term borrowings                                                $  7,173             4,544             5,935 
Current maturities of long-term debt (Note 8)                           4,797             5,256             7,310 
Accounts payable                                                       28,078            26,554            23,911 
Payable - Pittston Minerals Group (Note 2)                                  -                 -             2,000 
Accrued liabilities: 
    Taxes                                                              10,054            13,007            16,460 
    Workers' compensation and other claims                             14,668            14,939            14,116 
    Payrolls                                                            7,255             9,750             7,298 
    Deferred monitoring revenues                                       10,239            11,750            11,873 
    Miscellaneous                                                      27,706            28,591            20,464 
- ------------------------------------------------------------------------------------------------------------------
                                                                       69,922            78,037            70,211 
- ------------------------------------------------------------------------------------------------------------------
Total current liabilities                                             109,970           114,391           109,367 

Long-term debt, less current maturities (Note 8)                        6,971             7,990            12,649 
Postretirement benefits other than pensions (Note 12)                   3,356             3,280             3,229 
Workers' compensation and other claims                                 10,512             9,929             9,043 
Deferred income taxes (Note 7)                                         39,355            40,245            35,771 
Payable - Pittston Minerals Group (Note 2)                             11,688            12,750            10,221 
Minority interests                                                     16,382            14,471            13,151 
Other liabilities                                                       8,081             8,300             9,273 
Commitments and contingent  
    liabilities (Notes 8, 11, and 15) 
Shareholder's equity (Note 3)                                         231,322           215,531           175,219 
- ------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholder's equity                           $437,637           426,887           377,923 
==================================================================================================================

See accompanying notes to financial statements. 

PITTSTON BRINK'S GROUP
STATEMENTS OF OPERATIONS

(In thousands,                                                 Six Months Ended June 30               Year Ended December 31 
except per share amounts)                                         1995         1994               1994         1993         1992 
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                    (Unaudited) 
                                                                                                               
Operating revenue                                              $365,006       304,654           656,993      570,953      514,823
- ----------------------------------------------------------------------------------------------------------------------------------
Costs and expenses: 
Operating expenses                                              280,888       233,237           498,185      433,954      397,875 
Selling, general and administrative expenses                     51,748        45,065            97,245       87,247       82,824 
Pension credit (Note 12)                                              -             -                 -            -       (3,257)
- ----------------------------------------------------------------------------------------------------------------------------------
Total costs and expenses                                        332,636       278,302           595,430      521,201      477,442 
- ----------------------------------------------------------------------------------------------------------------------------------
Other operating income (Note 13)                                  1,173         3,104             5,913        6,899        8,403 
- ----------------------------------------------------------------------------------------------------------------------------------
Operating profit                                                 33,543        29,456            67,476       56,651       45,784 

Interest income                                                     985           655             1,503        1,304        1,490 
Interest expense (Note 2)                                          (951)       (1,082)           (2,450)      (2,734)      (4,109)
Other income (expense), net                                      (1,242)       (2,214)           (3,068)      (3,970)      (5,597)
- ----------------------------------------------------------------------------------------------------------------------------------
Income before income taxes                                       32,335        26,815            63,461       51,251       37,568 
Provision for income taxes (Note 7)                              10,824         9,864            21,972       19,601       13,615 
- ----------------------------------------------------------------------------------------------------------------------------------
Net income                                                     $ 21,511        16,951            41,489       31,650       23,953 
==================================================================================================================================

Proforma Financial Information (unaudited) (Note 1):
Net income per common share                                    $    .57           .45              1.10          .86          .65 
- ----------------------------------------------------------------------------------------------------------------------------------
Average common shares outstanding                                37,912        37,715            37,784       36,907       37,081 

See accompanying notes to financial statements. 

PITTSTON BRINK'S GROUP
STATEMENTS OF CASH FLOWS

                                                                      Six Months Ended 
                                                                          June 30                     Year Ended December 31 
(In thousands)                                                        1995        1994             1994        1993        1992
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                         (Unaudited)
                                                                                                              
Cash flows from operating activities:
Net income                                                        $ 21,511       16,951           41,489      31,650      23,953 
Adjustments to reconcile net income to net cash 
  provided by operating activities: 
  Noncash charges and other write-offs                                   -            -                -          11       1,260 
  Depreciation and amortization                                     20,969       18,428           38,463      34,596      32,845 
  Provision (credit) for deferred income taxes                         875        1,228            4,328      (2,998)     (2,654)
  Provision (credit) for pensions, noncurrent                          (57)         690             (169)       (240)     (5,142)
  Provision for uncollectible accounts receivable                    1,032          189            1,346       3,403       1,881 
  Equity in earnings of unconsolidated 
    affiliates, net of dividends received                              291       (2,112)          (1,144)     (3,596)     (4,989)
  Gain on sale of property, plant and equipment                       (166)         (62)            (186)       (174)       (135)
  Other operating, net                                               1,120        1,125            2,380       2,763       3,183 
  Change in operating assets and liabilities, net of 
    effects of acquisitions and dispositions: 
    Increase in accounts receivable                                 (6,120)      (3,241)         (15,620)     (8,275)     (3,009)
    Decrease (increase) in inventories                                (311)        (418)            (529)       (190)        790 
    Increase in prepaid expenses                                    (5,227)      (2,535)            (675)       (793)       (544)
    Increase (decrease) in accounts payable and  
      accrued liabilities                                           (4,579)      (1,310)          15,645       9,958      14,629 
    Decrease (increase) in other assets                                371         (456)            (982)       (758)       (490)
    Increase (decrease) in workers' compensation 
      and other claims, noncurrent                                     583          (28)             886         744         (61)
    Increase (decrease) in other liabilities                           774       (1,607)            (956)     (1,492)     (1,350)
    Other, net                                                      (1,009)        (723)            (820)        623         437 
- ---------------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                           30,057       26,119           83,456      65,232      60,604 
- ---------------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities: 
Additions to property, plant and equipment                         (30,724)     (23,449)         (56,443)    (47,668)    (43,606)
Proceeds from disposal of property, plant 
  and equipment                                                      1,655          249              515         979       3,039 
Acquisitions, net of cash acquired, and related 
  contingency payments                                                   -            -                -           -      (1,407)
Other, net                                                             (59)      (3,864)          (4,884)     (1,454)     (3,027)
- ---------------------------------------------------------------------------------------------------------------------------------
Net cash used by investing activities                              (29,128)     (27,064)         (60,812)    (48,143)    (45,001)
- ---------------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities: 
Additions to debt                                                    3,142        1,708                -       4,232       3,356 
Reductions of debt                                                  (2,195)      (3,486)         (10,129)    (10,587)     (8,874)
Payments to Minerals Group                                          (2,063)      (2,622)          (5,705)          -           - 
Attributed equity transactions: 
  Repurchase of common stock                                        (1,867)      (1,709)          (4,146)       (616)     (7,274)
  Proceeds from exercise of stock options                              863        2,517            3,730       8,123         821 
  Proceeds from sale of stock to Savings 
   Investment Plan                                                       -            -                -         147           - 
  Proceeds from sale of stock to Minerals Group                          -          216              216          86           - 
  Dividends paid                                                    (1,781)      (1,696)          (3,399)     (3,175)     (2,526)
  Cost of Services Stock Proposal                                        -           (1)              (1)       (782)          - 
  Net cash to the Company                                                -            -                -      (6,041)     (3,845)
- ---------------------------------------------------------------------------------------------------------------------------------
Net cash used by financing activities                               (3,901)      (5,073)         (19,434)     (8,613)    (18,342)
- ---------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                (2,972)      (6,018)           3,210       8,476      (2,739)
Cash and cash equivalents at beginning of period                    20,226       17,016           17,016       8,540      11,279 
- ---------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                        $ 17,254       10,998           20,226      17,016       8,540 
=================================================================================================================================

See accompanying notes to financial statements. 

PITTSTON BRINK'S GROUP 
NOTES TO FINANCIAL STATEMENTS 
(Dollars in thousands, except per share amounts) 

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

Basis of Presentation
- ---------------------
Upon approval of the Brink's Stock Proposal (see "The Brink's Stock Proposal" in
the Proxy  Statement),  the  capital  structure  of The  Pittston  Company  (the
"Company") will be modified to include an additional  class of common stock. The
outstanding  shares of Pittston  Services Group Common Stock ("Services  Stock")
will be redesignated as Pittston Brink's Group Common Stock, par value $1.00 per
share  ("Brink's  Stock"),  and  one-half  of one share of a new class of common
stock identified as Pittston  Burlington Group Common Stock, par value $1.00 per
share,  ("Burlington  Stock") will be distributed for each outstanding  share of
Services  Stock.  Holders of Pittston  Minerals  Group Common  Stock  ("Minerals
Stock")  will  continue  to be holders of such  stock,  which will  continue  to
reflect the performance of the Pittston  Minerals Group (the "Minerals  Group").
Brink's  Stock is intended to reflect the  performance  of the Pittston  Brink's
Group (the  "Brink's  Group")  and  Burlington  Stock is intended to reflect the
performance of the Pittston Burlington Group (the "Burlington Group").

The financial  statements of the Brink's Group include the balance  sheets,  the
results of operations  and cash flows of the Brink's,  Incorporated  ("Brink's")
and Brink's Home Security, Inc. ("BHS") operations of the Company, and a portion
of the Company's corporate assets and liabilities and related transactions which
are not separately identified with operations of a specific segment. The Brink's
Group's  financial  statements  are prepared  using the amounts  included in the
Company's consolidated financial statements.  Corporate allocations reflected in
these financial  statements are determined  based upon methods which  management
believes to be a reasonable and equitable allocation of such items (see Note 2).

These  financial  statements  also present the  following  proforma  information
assuming completion of the Brink's Stock Proposal transaction:

*    For the purpose of computing net income per common share of Brink's  Stock,
     the  number of shares of  Brink's  Stock are  assumed to be the same as the
     total  number of shares of Services  Stock.  Net income per common share is
     computed by dividing  net income by the weighted  average  number of common
     shares  outstanding  during the period.  The  potential  dilution  from the
     exercise  of stock  options is not  material.  The shares of Brink's  Stock
     assumed to be held in The  Pittston  Company  Employee  Benefits  Trust are
     evaluated  for inclusion in the  calculation  of net income per share under
     the treasury stock method and had no dilutive effect.

*    All financial  impacts of purchases  and  issuances of Services  Stock have
     been attributed to each Group in relation of their respective common equity
     to the Services  Group  common  stock.  Dividends  paid by the Company were
     attributed to the Brink's and Burlington  Groups in relation to the initial
     dividends to be paid on the Brink's Stock and the Burlington Stock.

If the Brink's Stock  Proposal is approved,  the Company will provide to holders
of Brink's Stock separate financial statements,  financial review,  descriptions
of  business   and  other   relevant   information   for  the   Brink's   Group.
Notwithstanding the attribution of assets and liabilities  (including contingent
liabilities)  among the Minerals  Group,  the Brink's  Group and the  Burlington
Group for the  purpose  of  preparing  their  respective  historical  and future
financial  statements,  this attribution and the change in the capital structure
of the Company  contemplated by the Brink's Stock Proposal will not affect legal
title to such assets or  responsibility  for such liabilities for the Company or
any of its subsidiaries. Holders of Brink's Stock will be common shareholders of
the Company,  which will continue to be responsible for all of its  liabilities.
Financial  impacts  arising from one group that affect the  Company's  financial
condition could affect the results of operations and financial condition of each
of the groups. Since financial  developments within one group could affect other
groups,  all shareholders of the Company could be adversely affected by an event
directly  impacting  only one group.  Accordingly,  the  Company's  consolidated
financial  statements  must be read  in  connection  with  the  Brink's  Group's
financial statements.

Under the Brink's  Stock  Proposal,  dividends  to be paid to holders of Brink's
Stock will be limited to funds of the Company legally  available for the payment
of  dividends.  Amounts  available  for  dividends  may be  further  limited  by
covenants in the Company's  public debt  indentures and bank credit  agreements.
See the Company's  consolidated  financial  statements and related footnotes set
forth  in Annex  IX.  Subject  to  these  limitations,  the  Company's  Board of
Directors (the  "Board"),  although there is no requirement to do so, intends to
declare and pay dividends on the Brink's Stock based  primarily on the earnings,
financial condition, cash flow and business requirements of the Brink's Group.

The  accounting   policies  applicable  to  the  preparation  of  the  financial
statements  of the  Brink's  Group  may be  modified  or  rescinded  at the sole
discretion of the Board without approval of  shareholders,  although there is no
intention to do so.

The Brink's  Stock  Proposal  will permit the Company,  at any time, to exchange
each  outstanding  share of Burlington Stock for shares of Brink's Stock (or, if
no Brink's Stock is then outstanding, Minerals Stock) having a fair market value
equal to 115% of the fair  market  value of one share of  Burlington  Stock.  In
addition, upon the disposition of all or substantially all of the properties and
assets of the  Burlington  Group to any person (with  certain  exceptions),  the
Company will be required to exchange each outstanding  share of Burlington Stock
for  shares of  Brink's  Stock (or,  if no  Brink's  Stock is then  outstanding,
Minerals  Stock)  having a fair  market  value  equal to 115% of the fair market
value of one share of Burlington Stock.

The  Brink's  Stock  Proposal  will also  permit the  Company,  at any time,  to
exchange each outstanding share of Minerals Stock,  which was previously subject
to exchange for shares of Services Stock, for shares of Brink's Stock (or, if no
Brink's Stock is then outstanding,  Burlington Stock) having a fair market value
equal to 115% of the fair  market  value of one  share  of  Minerals  Stock.  In
addition, upon the disposition of all or substantially all of the properties and
assets of the Minerals Group to any person (with

certain  exceptions),  the Company will be required to exchange each outstanding
share of Minerals  Stock for shares of Brink's Stock (or, if no Brink's Stock is
then outstanding,  Burlington Stock) having a fair market value equal to 115% of
the fair market  value of one share of  Burlington  Stock.  If any shares of the
Company's  Preferred Stock are converted after an exchange of Minerals Stock for
Brink's Stock (or Burlington  Stock),  the holder of such Preferred Stock would,
upon conversion,  receive shares of Brink's Stock (or Burlington  Stock) in lieu
of shares of Minerals Stock otherwise issuable upon such conversion.

Shares  of  Brink's  Stock  are not  subject  to either  optional  or  mandatory
exchange.  The net proceeds of any  disposition  of properties and assets of the
Brink's  Group  will  be  attributed  to the  Brink's  Group.  In the  case of a
disposition of all or  substantially  all the properties and assets of any other
group, the net proceeds will be attributed to the group the shares of which have
been issued in exchange for shares of the selling group.

The Brink's  Stock  Proposal  provides that holders of Brink's Stock will at all
times have one vote per share,  and initially  holders of  Burlington  Stock and
Minerals Stock will have one and 1.4 votes per share, respectively. The votes of
holders of Burlington  Stock and Minerals Stock will be subject to adjustment on
January  1, 1996,  and on each  January 1 every two years  thereafter  in such a
manner that each class' share of the aggregate voting power at such time will be
equal to that class' share of the Company's  aggregate market  capitalization at
such time. Accordingly,  on each adjustment date, each share of Burlington Stock
and Minerals Stock may have more than,  less than or continue to have the number
of votes per share as they initially will have following the consummation of the
transaction.  However,  the  aggregate  voting  power of the  Minerals  Stock is
expected to decrease on January 1, 1996,  (the first  adjustment  date) based on
the current  market value of Minerals Stock relative to the current market value
of Services Stock. Holders of Brink's Stock, Burlington Stock and Minerals Stock
will vote  together  as a single  voting  group on all  matters  as to which all
common shareholders are entitled to vote. In addition, as prescribed by Virginia
law, certain amendments to the Articles of Incorporation affecting,  among other
things,  the  designation,  rights,  preferences  or limitations of one class of
common stock, or certain mergers or statutory share exchanges,  must be approved
by the holders of such class of common stock, voting as a group, and, in certain
circumstances,  may also have to be approved by the holders of the other classes
of common  stock,  voting as separate  voting  groups.  The voting rights of the
Preferred Stock are not affected by the Brink's Stock Proposal.

Under the Brink's Stock Proposal, in the event of a dissolution,  liquidation or
winding up of the Company,  the holders of Brink's Stock,  Burlington  Stock and
Minerals Stock will share on a per share basis an aggregate amount equal to 55%,
28% and 17%,  respectively,  of the funds, if any, remaining for distribution to
the common shareholders. In the case of Minerals Stock, such percentage has been
set,  using a nominal  number of shares of Minerals  Stock of [ ] (the  "Nominal
Shares") in excess of the actual number of shares of Minerals Stock outstanding,
to ensure that the holders of Minerals  Stock are  entitled to the same share of
any such funds immediately following the consummation of the transaction as they
were prior thereto.  These liquidation  percentages are subject to adjustment in
proportion  to the  relative  change  in the total  number of shares of  Brink's
Stock, Burlington

Stock and  Minerals  Stock,  as the case may be, then  outstanding  to the total
number of shares of all other  classes of common stock then  outstanding  (which
total, in the case of Minerals Stock, shall include the Nominal Shares).

Principles of Combination
- -------------------------
The  accompanying  financial  statements  reflect the  combined  accounts of the
businesses  comprising the Brink's Group and their majority-owned  subsidiaries.
The Brink's  Group  interests in 20% to 50% owned  companies  are carried on the
equity  method.  All  material  intercompany  items and  transactions  have been
eliminated in combination.  Certain prior year amounts have been reclassified to
conform to the current year's financial statement presentation.

Cash and Cash Equivalents
- -------------------------
Cash and cash equivalents  include cash on hand, demand deposits and investments
with original maturities of three months or less.

Short-term Investments
- ----------------------
Short-term  investments  are those with  original  maturities in excess of three
months and are carried at cost which approximates market.

Inventories
- -----------
Inventories  are stated at cost  (determined  under the  first-in,  first-out or
average cost method) or market, whichever is lower.

Property, Plant and Equipment
- -----------------------------
Expenditures  for maintenance and repairs are charged to expense,  and the costs
of  renewals  and   betterments  are   capitalized.   Depreciation  is  provided
principally  on  the  straight-line  method  at  varying  rates  depending  upon
estimated useful lives.

Subscriber  installation  costs for home  security  systems  provided by BHS are
capitalized  and  depreciated  over the  estimated  life of the  assets  and are
included in  machinery  and  equipment.  The  standard  security  system that is
installed  remains the property of BHS and is  capitalized  at the cost to bring
the  revenue  producing  asset to its  intended  use.  When an  installation  is
identified for  disconnection,  the remaining net book value of the installation
is written-off and charged to depreciation.

Intangibles
- -----------
The  excess of cost over fair  value of net  assets  of  companies  acquired  is
amortized on a straight-line basis over the estimated periods benefited.

The Brink's Group evaluates the carrying value of intangibles and the periods of
amortization  to determine  whether  events and  circumstances  warrant  revised
estimates of asset value or useful lives.  The Brink's Group  annually  assesses
the recoverability of the excess of cost over net assets acquired by determining
whether the  amortization  of the asset balance over its  remaining  life can be
recovered through projected undiscounted future operating cash flows. Evaluation
of  asset  value  as  well  as  periods  of  amortization  are  performed  on  a
disaggregated basis at each of the Brink's Group's operating units.

Income Taxes
- ------------
Income  taxes are  accounted  for in  accordance  with  Statement  of  Financial
Accounting  Standards  No.109,  "Accounting  for Income  Taxes",  which requires
recognition of deferred tax  liabilities  and assets for the expected future tax
consequences  of events that have been included in the  financial  statements or
tax  returns.  Under  this  method,  deferred  tax  liabilities  and  assets are
determined based on the difference between the financial statement and tax bases
of assets  and  liabilities  using  enacted  tax rates in effect for the year in
which the differences are expected to reverse.

See Note 2 for  allocation of the  Company's  U.S.  federal  income taxes to the
Brink's Group.

Postretirement Benefits Other Than Pensions
- -------------------------------------------
Postretirement benefits other than pensions are accounted for in accordance with
Statement of Financial Accounting Standards No. 106, "Employers'  Accounting for
Postretirement Benefits Other Than Pensions", which requires employers to accrue
the cost of such  retirement  benefits  during the  employees'  service with the
Company.

Foreign Currency Translation
- ----------------------------
Assets and  liabilities of foreign  operations  have been  translated at current
exchange  rates,  and related  revenues and  expenses  have been  translated  at
average  rates of  exchange  in effect  during  the year.  Resulting  cumulative
translation adjustments have been included in shareholder's equity.  Translation
adjustments  relating  to  operations  in  countries  with  highly  inflationary
economies  are  included in net  income,  along with all  transaction  gains and
losses for the period.

A portion of the Brink's Group's financial results is derived from activities in
several  foreign  countries,  each  with a local  currency  other  than the U.S.
dollar.  Because the financial results of the Brink's Group are reported in U.S.
dollars,  they are  affected by the changes in the value of the various  foreign
currencies  in  relation  to the  U.S.  dollar.  However,  the  Brink's  Group's
international activity is not concentrated in any single currency, which reduces
the risks of foreign currency rate fluctuations.

Revenue Recognition
- -------------------
Brink's - Revenues are recognized when services are performed. 

BHS - Monitoring revenues are recognized when earned and amounts paid in advance
are deferred and  recognized as income over the  applicable  monitoring  period,
which is generally one year or less.  Revenues  from the sale of equipment,  are
recognized,  together with related costs,  upon completion of the  installation.
Connection  fee revenues are  recognized  to the extent of direct  selling costs
incurred and expensed. Connection fee revenues in excess of direct selling costs
are deferred and recognized as income on a straight-line basis over ten years.

2. RELATED PARTY TRANSACTIONS 

The following  policies may be modified or rescinded by action of the Board,  or
the Board may adopt additional policies, without approval of the shareholders of
the Company, although the Board has no present intention to

do so. The  Company  allocated  certain  corporate  general  and  administrative
expenses,  net interest expense and related assets and liabilities in accordance
with  the  policies  described  below.  Corporate  assets  and  liabilities  are
primarily cash, deferred pension assets, income taxes and accrued liabilities.

Financial
- ---------
As a matter of policy,  the Company  manages most  financial  activities  of the
Brink's   Group,   Burlington   Group  and  Minerals  Group  on  a  centralized,
consolidated basis. Such financial  activities include the investment of surplus
cash; the issuance,  repayment and repurchase of short-term and long- term debt;
the issuance and  repurchase  of common stock and the payment of  dividends.  In
preparing these financial statements, transactions primarily related to invested
cash,  short-term and long-term debt (including  convertible debt),  related net
interest and other  financial  costs have been  attributed  to the Brink's Group
based upon its cash flows for the periods  presented after giving  consideration
to the debt and equity  structure of the Company.  At December 31, 1994, none of
the long-term debt of the Company was attributed to the Brink's Group based upon
the purpose for the debt in  addition  to the cash  requirements  of the Brink's
Group. The portion of the Company's  interest  expense  allocated to the Brink's
Group for 1994 and 1993 was $176, and $143, respectively.  There was no interest
expense  allocated to the Brink's  Group in 1992.  The portion of the  Company's
interest  expense  allocated to the Brink's  Group for the six months ended June
30,  1995  and  1994  (unaudited),  was $62 and  $89,  respectively.  Management
believes such method of allocation to be equitable and a reasonable  estimate of
the cost attributable to the Brink's Group.

To the extent  borrowings  are deemed to occur  between the Brink's  Group,  the
Burlington  Group and the Minerals  Group,  intergroup  accounts are established
bearing  interest  at the rate in effect  from time to time under the  Company's
unsecured  credit  lines or, if no such credit  lines  exist,  at the prime rate
charged by Chemical Bank from time to time.  At December 31, 1994,  the Minerals
Group owed the Brink's Group $5,705,  as the result of  borrowings.  At December
31, 1993, there were no amounts either owed to or receivable from the Burlington
Group or the Minerals  Group. At June 30, 1995  (unaudited),  the Minerals Group
owed the Brink's Group $7,768 as the result of borrowings.

Income Taxes
- ------------
The Brink's Group is included in the consolidated U.S. federal income tax return
filed by the Company.

The Company's  consolidated  provision and actual cash payments for U.S. federal
income  taxes are  allocated  between the Brink's  Group,  Burlington  Group and
Minerals  Group in  accordance  with the  Company's  tax  allocation  policy and
reflected  in  the  financial   statements  for  each  Group.  In  general,  the
consolidated  tax  provision  and related tax payments or refunds are  allocated
among the Groups, for financial statement  purposes,  based principally upon the
financial income,  taxable income, credits and other amounts directly related to
the respective  Group.  Tax benefits that cannot be used by the Group generating
such attributes,  but can be utilized on a consolidated  basis, are allocated to
the Group that generated such benefits and an intergroup  account is established
for the  benefit  of the Group  generating  the  attributes.  As a  result,  the
allocated Group amounts of taxes

payable or refundable  are not  necessarily  comparable to those that would have
resulted if the Groups had filed separate tax returns.  At December 31, 1994 and
1993,   the  Brink's  Group  owed  the  Minerals   Group  $17,750  and  $12,221,
respectively, for such tax benefits, of which $12,750 and $10,221, respectively,
were not expected to be paid within one year from such dates in accordance  with
the policy.

Shared Services
- ---------------
A portion of the Company's  corporate  general and  administrative  expenses and
other  shared  services  has been  allocated  to the  Brink's  Group  based upon
utilization  and other  methods and  criteria  which  management  believes to be
equitable  and a  reasonable  estimate of the cost  attributable  to the Brink's
Group. These allocations were $4,666,  $4,757 and $4,278 in 1994, 1993 and 1992,
respectively.

Pension
- -------
The Brink's Group's pension cost related to its  participation  in the Company's
noncontributory  defined benefit pension plan is actuarially determined based on
its respective  employees and an allocable  share of the pension plan assets and
calculated in accordance with Statement of Financial Accounting Standards No. 87
("SFAS 87").  Pension plan assets have been allocated to the Brink's Group based
on the  percentage  of its  projected  benefit  obligation  to the plan's  total
projected benefit  obligation.  Management believes such method of allocation to
be equitable and a reasonable  estimate of the cost  attributable to the Brink's
Group.

3. SHAREHOLDER'S EQUITY 

The  following  presents  shareholder's  equity of the  Brink's  Group  assuming
completion of the Brink's Stock Proposal transaction:

                                            Six Months Ended
                                                 June 30                Year Ended December 31 
                                                   1995             1994         1993         1992
- ----------------------------------------------------------------------------------------------------
                                               (Unaudited)
                                                                                     
Balance at beginning of period                   $215,531         175,219      147,582      136,562 
Net income                                         21,511          41,489       31,650       23,953 
Foreign currency translation 
   adjustment                                      (4,457)            (25)      (3,336)        (770)
Attributed equity transactions: 
  Stock options exercised                             863           3,730        8,123          821 
  Stock released from employee 
     benefits trust to employee 
     benefits plan                                  1,537             899          563          286 
  Stock sold from employee 
     benefits trust to employee  
     benefits plan                                      -               -          147            - 
  Stock issued to employee benefits plan                -               -            -          375 
  Stock sold to Minerals Group                          -             216           86            - 
  Stock repurchases                                (1,867)         (4,146)        (616)      (7,274)
  Dividends declared                               (1,796)         (3,404)      (3,175)      (2,526)
  Cost of Services Stock Proposal                       -              (1)        (782)           - 
  Tax benefit of options exercised                      -           1,554        1,018            - 
  Net cash to the Company                               -               -       (6,041)      (3,845)
- ----------------------------------------------------------------------------------------------------
Balance at end of period                         $231,322         215,531      175,219      147,582 
====================================================================================================

Included in shareholder's  equity is the cumulative foreign currency translation
adjustment  of $17,693 at June 30, 1995  (unaudited)  and  $13,236,  $13,211 and
$9,875 at December 31, 1994, 1993 and 1992, respectively.

4. PROPERTY, PLANT AND EQUIPMENT 

Property, plant and equipment at cost, consist of the following: 

                                                                December 31 
                                                      1994             1993 
- ----------------------------------------------------------------------------
Land                                              $  4,162            3,618 
Buildings                                           27,753           26,241 
Machinery and equipment                            333,126          285,846 
- ----------------------------------------------------------------------------
                                                  $365,041          315,705 
============================================================================

The estimated useful lives for property, plant and equipment are as follows: 

                                                         Years 
     ----------------------------------------------------------
     Buildings                                         3 to 25 
     Machinery and equipment                           2 to 20 

Depreciation  of  property,  plant and  equipment  aggregated  $35,992  in 1994,
$31,973 in 1993 and $30,157 in 1992.  For the six months ended June 30, 1995 and
1994  (unaudited),  depreciation  of property,  plant and  equipment  aggregated
$20,251 and $17,209, respectively.

Changes in capitalized  subscriber  installation costs for home security systems
included in machinery and equipment were as follows:

                                            Six Months Ended 
                                                 June 30                   Year Ended December 31 
                                                  1995               1994            1993          1992 
- ---------------------------------------------------------------------------------------------------------
                                               (Unaudited)
                                                                                        
Capitalized subscriber install-
   ation costs - beginning of year                $81,445          65,785         54,668         44,842 
Capitalized cost of security 
   system installations                            17,320          32,309         23,972         20,694 
Capitalized cost of security 
   systems acquired                                     -               -              -           (143) 
Depreciation, including amounts 
   recognized to fully depreciate 
   capitalized costs for install- 
   ations disconnected during the 
   year                                            (9,840)        (16,649)       (12,855)       (10,725) 
- ---------------------------------------------------------------------------------------------------------
Capitalized subscriber install- 
   ation costs - end of period                    $88,925          81,445         65,785         54,668 
=========================================================================================================

New subscribers were 75,200 in 1994,  59,700 in 1993 and 51,300 in 1992. For the
six months ended June 30, 1995 (unaudited), new subscribers were 38,300.

As of  January 1,  1992,  BHS  elected  to  capitalize  categories  of costs not
previously  capitalized for home security system  installations.  This change in
accounting   principle  is  preferable  because  it  more  accurately   reflects
subscriber  installation costs. The additional costs not previously  capitalized
consisted of costs for installation  labor and related benefits for supervisory,
installation  scheduling,  equipment testing and other support personnel (in the
amount of $2,645 in 1994,  $2,567 in 1993 and $2,327 in 1992) and costs incurred
in maintaining facilities and vehicles dedicated to the installation process (in
the amount of $1,492 in 1994,  $1,484 in 1993 and $1,994 in 1992). The effect of
this change in  accounting  principle  was to increase  operating  profit of the
Brink's Group and the BHS segment in 1994,  1993 and 1992 by $4,137,  $4,051 and
$4,321, respectively, and net income of the Brink's Group in 1994, 1993 and 1992
by $2,486, $2,435 and $2,596,  respectively,  or by $.07 per share in each year.
The effect of this change in  accounting  principle  was to  increase  operating
profit of the Brink's Group and the BHS segment for the first six months of 1995
and 1994

(unaudited),  by $1,949 and  $2,149,  respectively.  The  effect of this  change
increased  net income per common  share of the  Brink's  Group for the first six
months of 1995 and 1994 by $.03. Prior to January 1, 1992, the records needed to
identify such costs were not  available.  Thus, it was  impossible to accurately
calculate the effect on retained  earnings as of January 1, 1992.  However,  the
Brink's  Group  believes the effect on retained  earnings as of January 1, 1992,
was immaterial.

Because  capitalized  subscriber  installation  costs for prior periods were not
adjusted  for  the  change  in  accounting  principle,  installation  costs  for
subscribers in those years will continue to be  depreciated  based on the lesser
amounts capitalized in prior periods. Consequently,  depreciation of capitalized
subscriber  installation  costs in the current  year and until such  capitalized
costs prior to January 1, 1992, are fully  depreciated will be less than if such
prior periods' capitalized costs had been adjusted for the change in accounting.
However,  the Brink's Group believes the effect on net income in 1994,  1993 and
1992 was immaterial.

5. INTANGIBLES 

Intangibles consist entirely of the excess of cost over fair value of net assets
of  companies  acquired  and are net of  accumulated  amortization  of $6,703 at
December 31, 1994, and $5,596 at December 31, 1993. The estimated useful life of
intangibles is generally  forty years.  Amortization  of intangibles  aggregated
$882 in 1994, $865 in 1993 and $964 in 1992.

6. FINANCIAL INSTRUMENTS 

Financial   instruments   which   potentially   subject  the  Brink's  Group  to
concentrations of credit risk consist  principally of cash and cash equivalents,
short-term cash investments and trade receivables.  The Brink's Group's cash and
cash  equivalents  and  short-term  investments  are  placed  with  high  credit
qualified financial institutions. Also, by policy, the amount of credit exposure
to any one financial  institution is limited.  Concentration of credit risk with
respect to trade  receivables  are limited due to the large  number of customers
comprising the Brink's Group's customer base, and their  dispersion  across many
geographic areas.

The following  details the fair values of financial  instruments for which it is
practicable to estimate the value:

Cash and cash equivalents and short-term investments
- ----------------------------------------------------
The carrying  amounts  approximate  fair value because of the short  maturity of
these instruments.

Debt
- ----
The aggregate  fair value of the Brink's  Group's  long-term  debt  obligations,
which is based upon quoted  market prices and rates  currently  available to the
Brink's  Group for debt with  similar  terms and  maturities,  approximates  the
carrying amount.

Off-balance sheet instruments
- -----------------------------
The Brink's Group utilizes off-balance sheet financial  instruments from time to
time to hedge its foreign currency and exposures.  The risk that  counterparties
to such  instruments  may be unable to  perform is  minimized  by  limiting  the
counterparties  to major  financial  institutions.  The  Brink's  Group does not
expect any losses due to such counterparty default.

7. INCOME TAXES 

The provision (credit) for income taxes consists of the following: 

                             U.S. 
                          Federal         Foreign         State         Total 
- --------------------------------------------------------------------------------
1994: 
    Current              $ 12,085           2,873         2,686        17,644 
    Deferred                2,188           1,608           532         4,328 
- --------------------------------------------------------------------------------
    Total                $ 14,273           4,481         3,218        21,972 
================================================================================
1993: 
    Current              $ 13,118           7,797         1,684        22,599 
    Deferred                  159          (4,537)        1,380        (2,998) 
- --------------------------------------------------------------------------------
    Total                $ 13,277           3,260         3,064        19,601 
================================================================================
1992: 
    Current              $ 12,666           1,534         2,069        16,269 
    Deferred               (2,767)            344          (231)       (2,654) 
- --------------------------------------------------------------------------------
    Total                $  9,899           1,878         1,838        13,615 
================================================================================

The  significant  components  of the deferred tax  provision  (benefit)  were as
follows:

                                              1994         1993          1992
- --------------------------------------------------------------------------------
Deferred tax provision (benefit), 
   exclusive of the components listed 
   below                                   $ 2,892       (5,548)       (1,818) 
Investment tax credit carryforwards              -            -         1,489 
Net operating loss carryforwards               449        1,860        (1,062) 
Alternative minimum tax credits              1,084          648        (1,316) 
Change in the valuation allowance 
   for deferred tax assets                     (97)          42            53 
- --------------------------------------------------------------------------------
                                           $ 4,328       (2,998)       (2,654) 
================================================================================

The tax  benefit for  compensation  expense  related to the  exercise of certain
employee  stock options for tax purposes in excess of  compensation  expense for
financial  reporting  purposes is recognized  as an adjustment to  shareholder's
equity.

The  components  of the net deferred  tax  liability as of December 31, 1994 and
December 31, 1993 were as follows:

                                                            1994          1993 
- --------------------------------------------------------------------------------
Deferred tax assets: 
Accounts receivable                                      $ 1,310         1,461 
Postretirement benefits other than pensions                1,741         1,753 
Workers' compensation and other claims                     4,974         4,176 
Other liabilities and reserves                            11,355        11,542 
Miscellaneous                                                727         1,181 
Net operating loss carryforwards                           2,565         3,014 
Alternative minimum tax credits                            3,741         4,348 
Valuation allowance                                            -           (97)
- --------------------------------------------------------------------------------
Total deferred tax asset                                  26,413        27,378 
- --------------------------------------------------------------------------------
Deferred tax liabilities: 
Property, plant and equipment                             22,125        19,015 
Pension assets                                            14,724        14,056 
Other assets                                               2,844         2,675 
Investments in foreign affiliates                         11,965        13,044 
Miscellaneous                                              1,330         2,434 
- --------------------------------------------------------------------------------
Total deferred tax liability                              52,988        51,224  
- --------------------------------------------------------------------------------
Net deferred tax liability                               $26,575        23,846 
================================================================================

The  recording  of  deferred  federal  tax assets is based  upon their  expected
utilization  in the  Company's  consolidated  federal  income tax return and the
benefit  that  would  accrue  to the  Brink's  Group  under  the  Company's  tax
allocation policy.

The valuation  allowance  relates to deferred tax assets in certain  foreign and
state jurisdictions.

The following table accounts for the difference between the actual tax provision
and the amounts  obtained by applying the statutory U.S. federal income tax rate
of 35% in 1994 and 1993 and 34% in 1992 to the income before income taxes.

                                                                Year Ended December 31 
                                                         1994         1993        1992 
- ---------------------------------------------------------------------------------------
                                                                           
Income before income taxes:
United States                                        $47,419        39,187      31,282 
Foreign                                               16,042        12,064       6,286 
- ---------------------------------------------------------------------------------------
                                                     $63,461        51,251      37,568 
=======================================================================================
Tax provision computed at statutory rate             $22,211        17,938      12,772 
Increases (reductions) in taxes due to: 
State income taxes (net of federal tax 
   benefit)                                            2,092         1,992       1,323 
Difference between total taxes on foreign 
   income and the U.S. federal statutory rate         (3,259)         (633)     (1,231)
Miscellaneous                                            928           304         751 
- ---------------------------------------------------------------------------------------
Actual tax provision                                 $21,972        19,601      13,615 
=======================================================================================

It is the  policy  of the  Brink's  Group to  accrue  deferred  income  taxes on
temporary  differences  related to the financial  statement carrying amounts and
tax bases of  investments  in  foreign  subsidiaries  and  affiliates  which are
expected  to reverse in the  foreseeable  future.  As of  December  31, 1994 and
December  31,  1993,  the  unrecognized  deferred tax  liability  for  temporary
differences  of  approximately  $36,460 and  $39,417,  respectively,  related to
investments  in  foreign   subsidiaries  and  affiliates  that  are  essentially
permanent  in nature and not expected to reverse in the  foreseeable  future was
approximately $12,761 and $13,796, respectively.

The Brink's Group is included in the Company's  consolidated U.S. federal income
tax return. Such returns have been audited and settled with the Internal Revenue
Service through the year 1981.

As of December 31, 1994, the Brink's Group had $3,741 of alternative minimum tax
credits allocated to it under the Company's tax allocation policy.  Such credits
are available to offset future U.S.  federal income taxes and, under current tax
law, the carryforward period for such credits is unlimited.

The tax benefits of net operating loss  carryforwards of the Brink's Group as at
December  31, 1994 were $2,565 and related to various  state and foreign  taxing
jurisdictions. The expiration periods primarily range from 5 to 15 years.

8. LONG-TERM DEBT 

Total long-term debt of the Brink's Group consists of the following: 

                                                            As of December 31 
                                                         1994            1993 
- --------------------------------------------------------------------------------
Senior obligations: 
U.S. dollar term loan due 1996 to 1997 
   (6.50% in 1994 and 3.81% in 1993)                   $3,451           5,321 
Dutch guilder term loan due 1995 (6.69% in 1993)            -           1,250 
U.S. dollar term loan due 1996 (4.06% in 1993)              -           1,714 
All other                                               1,882           2,001 
- --------------------------------------------------------------------------------
                                                        5,333          10,286 
Obligations under capital leases (average rates 
   16.80% in 1994 and 6.25% in 1993)                    2,657           2,363 
- --------------------------------------------------------------------------------
Total long-term debt, less current maturities          $7,990          12,649 
================================================================================

For the four years through  December 31, 1999,  minimum  repayments of long-term
debt outstanding are as follows:

                     1996                                 $3,499 
                     1997                                  2,750 
                     1998                                    881 
                     1999                                    358 

The Dutch  guilder  loan  bears  interest  based on a  Euroguilder  rate,  or if
converted  to a U.S.  dollar  loan based on prime,  Eurodollar  or money  market
rates.  In January 1992, a portion of the guilder loan was converted into a U.S.
dollar  term loan.  The U.S.  dollar  term loan due 1996 to 1997 bears  interest
based on the Eurodollar rate.

Under  the terms of the  loans,  Brink's  has  agreed  to  various  restrictions
relating to net worth, disposition of assets and incurrence of additional debt.

In March 1994,  the Company  entered  into a $350,000  credit  agreement  with a
syndicate of banks (the "New  Facility"),  replacing  the  Company's  previously
existing  $250,000 of revolving credit  agreements.  The New Facility included a
$100,000  five-year term loan, which  originally  matured in March 1999. The New
Facility also permitted additional borrowings, repayments and reborrowings of up
to an aggregate of $250,000  initially  until March 1999. In March 1995, the New
Facility  was amended to extend the maturity of the term loan to May 2000 and to
permit the additional  borrowings,  repayments and reborrowings  until May 2000.
Interest  on  borrowings  under the New  Facility  is payable at rates  based on
prime, certificate of deposit, Eurodollar or money market rates. At December 31,
1994, no borrowings under the New Facility were attributed to the Brink's Group.

Various  international   operations  maintain  lines  of  credit  and  overdraft
facilities aggregating  approximately $14,000 with a number of banks on either a
secured or unsecured basis.

Under the  terms of some of its debt  instruments,  the  Company  has  agreed to
various  restrictions  relating to the payment of dividends,  the  repurchase of
capital stock,  the  maintenance of  consolidated  net worth,  and the amount of
additional  funded debt which may be incurred.  See the  Company's  consolidated
financial statements and related footnotes set forth in Annex IX.

At December 31, 1994, the Company's portion of outstanding  unsecured letters of
credit  allocated to the Brink's  Group was $14,918,  primarily  supporting  the
Brink's Group's obligations under its various self-insurance programs.

9. STOCK OPTIONS 

Upon approval of the Brink's Stock Proposal,  the Company will convert its stock
options  outstanding  into  options  for shares of Brink's  Stock or  Burlington
Stock, or both,  pursuant to provisions in the option  agreements  covering such
options.  See  the  Company's  consolidated  financial  statements  and  related
footnotes set forth in Annex IX for  information  regarding the Company's  stock
options.

10. ACQUISITIONS 

During 1992,  the Brink's  Group  acquired a business for an aggregate  purchase
price of $2,658, including debt of $1,144. The fair value of assets acquired was
$2,690 and liabilities assumed was $32.

The  acquisition  was accounted for as a purchase and the purchase price for the
acquisition  was  essentially  equal to the fair value of assets  acquired.  The
results of operations  of the acquired  company has been included in the Brink's
Group's results of operations from the date of acquisition.

11. LEASES 

The Brink's Group's businesses lease facilities,  vehicles,  computers and other
equipment under long-term  operating  leases with varying terms, and most of the
leases  contain  renewal  and/or  purchase  options.  As of December  31,  1994,
aggregate  future minimum lease payments under  noncancellable  operating leases
were as follows:

                                                  Equipment 
                               Facilities           & Other             Total 
- --------------------------------------------------------------------------------
1995                              $10,301             3,023            13,324 
1996                                9,202             1,807            11,009 
1997                                7,666               897             8,563 
1998                                6,811               598             7,409 
1999                                5,283               150             5,433 
2000                                4,679                44             4,723 
2001                                4,245                 2             4,247 
2002                                3,464                 2             3,466 
2003                                3,179                 1             3,180 
2004                                3,071                 0             3,071 
Later Years                         5,292                 0             5,292 
- --------------------------------------------------------------------------------
                                  $63,193             6,524            69,717 
================================================================================

Rent expense amounted to $17,419 in 1994, $14,908 in 1993 and $13,428 in 1992.

The Brink's Group incurred capital lease  obligations of $1,651 in 1994,  $1,059
in 1993 and  $1,778 in 1992.  As of  December  31,  1994,  the  Brink's  Group's
obligations under capital leases were not significant.

12. EMPLOYEE BENEFIT PLANS 

The Brink's  Group's  businesses  participate  in the Company's  noncontributory
defined benefit pension plan covering  substantially all nonunion  employees who
meet  certain  minimum  requirements  in addition to  sponsoring  certain  other
defined  benefit  plans.  Benefits  of most of the plans are based on salary and
years of service. The Brink's Group's pension cost relating to its participation
in the Company's defined benefit pension plan is actuarially determined based on
its respective  employees and an allocable share of the pension plan assets. The
Company's policy is to fund the

actuarially  determined  amounts  necessary to provide assets sufficient to meet
the  benefits to be paid to plan  participants  in  accordance  with  applicable
regulations.  The net pension  expense  (credit) for 1994, 1993 and 1992 for all
plans is as follows:

                                                                Year Ended December 31 
                                                      1994           1993         1992 
- ----------------------------------------------------------------------------------------
                                                                         
Service cost - benefits earned during year        $  5,551          4,558        4,428 
Interest cost on projected benefit obligation        7,838          7,765        7,128 
Return on assets - actual                           (1,750)       (18,726)     (11,488) 
(Loss) return on assets - deferred                 (10,910)         7,011         (696) 
Other amortization, net                               (472)          (274)      (4,000) 
- ----------------------------------------------------------------------------------------
Net pension expense (credit)                      $    257            334       (4,628) 
========================================================================================

The assumptions  used in determining  the net pension  expense  (credit) for the
Company's major pension plan were as follows:

                                                  1994       1993       1992 
- --------------------------------------------------------------------------------

Interest cost on projected benefit obligation     7.5%       9.0%       9.0% 
Expected long-term rate of return on assets      10.0%      10.0%      10.0% 
Rate of increase in compensation levels           4.0%       5.0%       5.0% 

The funded status and prepaid  pension expense at December 31, 1994 and 1993 are
as follows:

                                                         1994            1993 
- --------------------------------------------------------------------------------
Actuarial present value of accumulated  
  benefit obligation: 
  Vested                                             $ 78,344          84,190 
  Nonvested                                             6,559           5,426 
- --------------------------------------------------------------------------------
                                                       84,903          89,616 
Benefits attributable to projected salaries            14,965          21,192 
- --------------------------------------------------------------------------------
Projected benefit obligation                           99,868         110,808 
Plan assets at fair value                             132,736         133,813 
- --------------------------------------------------------------------------------
Excess of plan assets over projected 
  benefit obligation                                   32,868          23,005 
Unamortized initial net asset                          (3,418)         (4,143) 
Unrecognized experience loss                              604          10,233 
Unrecognized prior service cost                         1,608           1,860 
- --------------------------------------------------------------------------------
Net pension assets                                     31,662          30,955 
Current pension liability                                 833             803 
- --------------------------------------------------------------------------------
Deferred pension asset per balance sheet             $ 32,495          31,758 
================================================================================

For the  valuation  of pension  obligations  and the  calculation  of the funded
status, the discount rate was 8.75% in 1994 and 7.5% in 1993. The expected

long-term  rate of return on assets was 10% in both years.  The rate of increase
in compensation levels used was 4% in 1994 and 1993.

The  unrecognized  initial net asset at January 1, 1986  (January  1, 1989,  for
certain  foreign  pension  plans),  the date of  adoption  of SFAS 87,  has been
amortized over the estimated remaining average service life of the employees. As
of December 31, 1994,  approximately  65% of plan assets were invested in equity
securities and 35% in fixed income securities.

The Brink's  Group also  provides  certain  postretirement  health care and life
insurance  benefits  for  eligible  active and retired  employees  in the United
States and Canada.

For the years 1994, 1993 and 1992, the components of periodic  expense for these
postretirement benefits were as follows:

                                                       Year Ended December 31 
                                                  1994       1993        1992 
- --------------------------------------------------------------------------------
Service cost - benefits earned during year       $  86         70          67 
Interest cost on accumulated postretirement 
   benefit obligation                              232        256         283 
- --------------------------------------------------------------------------------
Total expense                                    $ 318        326         350 
================================================================================

Interest costs on the accumulated  postretirement  benefit obligation were based
upon rates of 7.5% in 1994 and 9% in 1993 and 1992.

At December 31, 1994 and 1993, the actuarial and recorded  liabilities for these
postretirement benefits, none of which have been funded, were as follows:

                                                           1994          1993 
- --------------------------------------------------------------------------------
Accumulated postretirement benefit obligation: 
Retirees                                                $ 1,675         1,558 
Fully eligible active plan participants                     654           833 
Other active plan participants                              766           983 
- --------------------------------------------------------------------------------
                                                          3,095         3,374 
Unrecognized experience gain                                477           153 
- --------------------------------------------------------------------------------
Liability included on the balance sheet                   3,572         3,527 
Less current portion                                        292           298 
- --------------------------------------------------------------------------------
Noncurrent liability for postretirement 
  health care and life insurance benefits               $ 3,280         3,229 
================================================================================

The accumulated  postretirement benefit obligation was determined using the unit
credit  method and an assumed  discount  rate of 8.75% in 1994 and 7.5% in 1993.
The  postretirement  benefit  obligation  for U.S.  salaried  employees does not
provide for changes in health care costs since the  employer's  contribution  to
the plan is a fixed amount. The assumed health care cost

trend rate used in 1994 for employees  under a foreign plan was 10% grading down
to 5% in the year 2001.

A percentage  point  increase  each year in the health care cost trend rate used
would have  resulted in a $10  increase in the  aggregate  service and  interest
components of expense for the year 1994,  and a $66 increase in the  accumulated
postretirement benefit obligation at December 31, 1994.

The Brink's Group also participates in the Company's  Savings-Investment Plan to
assist eligible  employees in providing for retirement or other future financial
needs.  Employee  contributions  are matched at rates of 50% to 125% up to 5% of
compensation  (subject to certain  limitations  imposed by the Internal  Revenue
Code of 1986, as amended). Contribution expense under the plan aggregated $2,706
in 1994, $2,153 in 1993 and $2,114 in 1992.

In May 1994,  the Company's  shareholders  approved the Employee  Stock Purchase
Plan effective July 1, 1994. See the Company's consolidated financial statements
and  related  footnotes  set  forth in Annex IX for  information  regarding  the
Company's Employee Stock Purchase Plan.

13. OTHER OPERATING INCOME 

Other  operating  income  includes  the Brink's  Group's  share of net income in
unconsolidated  affiliated  companies  which are  carried on the equity  method.
Amounts presented include the accounts of the following equity affiliates:

                                                                      Ownership
                                                           At December 31, 1994
- --------------------------------------------------------------------------------
Servicio Pan Americano De Protecion, S.A. (Mexico)                        20.0% 
Brink's Panama, S.A.                                                      49.0% 
Brink's De Colombia S.A.                                                  46.5% 
Brink's S.A. (France)                                                     38.0% 
Brink's Schenker, GmbH (Germany)                                          50.0% 
Brink's Securmark S.p.A. (Italy)                                          24.5% 
Security Services (Brink's Jordan), W.L.L.                                45.0% 
Brink's-Allied Limited (Ireland)                                          50.0% 
Brink's Ayra India Private Limited                                        40.0% 
Brink's Pakistan (Pvt.) Limited                                           49.0% 
Brink's Taiwan Limited                                                    50.0% 
Brink's (Thailand) Ltd.                                                   40.0% 

The  following  table  presents  summarized   financial   information  of  these
companies.

                                         1994            1993            1992 
- --------------------------------------------------------------------------------
Revenues                            $ 784,699         688,637         673,671 
Gross profit                          147,468         140,402         126,831 
Net income                             22,661          24,739          32,284 

The Company's share of net income   $   6,048          6,895           8,133 
- --------------------------------------------------------------------------------
Current assets                      $ 149,367         171,286 
Noncurrent assets                     291,085         225,238 
Current liabilities                   135,824         149,482 
Noncurrent liabilities                156,375         105,439 
Net equity                          $ 148,253         141,603 

Undistributed  earnings of such companies  approximated  $39,673 at December 31,
1994.

14. SEGMENT INFORMATION 

Operating revenues by geographic area are as follows: 

                                                       Year Ended December 31
                                          1994            1993           1992
- --------------------------------------------------------------------------------
United States                         $406,828         356,869        304,024 
Brazil                                  70,492          43,974         35,135 
Other foreign                          179,673         170,110        175,664 
- --------------------------------------------------------------------------------
                                      $656,993         570,953        514,823 
================================================================================

The following is derived from the business segment  information in the Company's
consolidated  financial  statements as it relates to the Brink's Group. See Note
2, Related Party  Transactions,  for a description  of the Company's  policy for
corporate allocations.

The Brink's Group's portion of the Company's operating profit is as follows: 

                                                      Year Ended December 31
                                            1994           1993         1992
- --------------------------------------------------------------------------------
United States                            $51,343         43,707       31,348 
Brazil                                     3,162          1,413         (327)
Other foreign                             17,637         16,288       15,784 
- --------------------------------------------------------------------------------
Brink's Group's portion of the  
   Company's segment operating profit     72,142         61,408       46,805 
Allocated general corporate expense       (4,666)        (4,757)      (4,278)
Pension credit                                 -              -        3,257 
- --------------------------------------------------------------------------------
Operating profit                         $67,476         56,651       45,784 
================================================================================

The Brink's Group's portion of the Company's assets at year end is as follows:

                                                             As of December 31 
                                         1994            1993             1992 
- --------------------------------------------------------------------------------
United States                        $203,364         173,416          153,376 
Brazil                                 25,843          20,780           16,739 
Other foreign                         155,981         145,642          142,314 
- --------------------------------------------------------------------------------
Brink's Group's portion of the  
   Company's assets                   385,188         339,838          312,429 
Brink's Group's portion of 
   corporate assets                    24,503          23,208           23,284 
Deferred tax reclass                   17,196          14,877           11,302 
- --------------------------------------------------------------------------------
Total assets                         $426,887         377,923          347,015 
================================================================================

Industry segment information is as follows: 

                                                       Year Ended December 31
                                            1994          1993           1992
- --------------------------------------------------------------------------------
Revenues: 
Brink's                                 $547,046       481,904        444,018 
BHS                                      109,947        89,049         70,805 
- --------------------------------------------------------------------------------
Total revenues                          $656,993       570,953        514,823 
================================================================================

Operating Profit: 
Brink's (a)                             $ 39,710        35,008         30,354 
BHS (b)                                   32,432        26,400         16,451 
- --------------------------------------------------------------------------------
Segment operating profit                  72,142        61,408         46,805 
Allocated general corporate expense       (4,666)       (4,757)        (4,278) 
Pension credit                                 -             -          3,257 
- --------------------------------------------------------------------------------
Total operating profit                  $ 67,476        56,651         45,784 
================================================================================

(a)  Includes  equity in net  income of  unconsolidated  foreign  affiliates  of
     $6,048 in 1994, $6,895 in 1993 and $8,133 in 1992.

(b)  As of January 1, 1992,  BHS elected to  capitalize  categories of costs not
     previously  capitalized for home security  installations to more accurately
     reflect  subscriber  installation  costs.  The  effect  of this  change  in
     accounting  principle  was to  increase  operating  profit  $4,137 in 1994,
     $4,051 in 1993 and $4,321 in 1992 (Note 4).

Capital Expenditures: 
Brink's                                $ 23,963          22,209         22,461 
BHS                                      34,071          26,409         22,855 
Allocated general corporate                  60              32             68 
- --------------------------------------------------------------------------------
Total capital expenditures             $ 58,094          48,650         45,384 
================================================================================

Depreciation and Amortization: 
Brink's                                $ 20,553          20,150         20,531 
BHS                                      17,817          14,357         12,215 
Allocated general corporate expense          93              89             99 
- --------------------------------------------------------------------------------
Total depreciation and amortization    $ 38,463          34,596         32,845 
================================================================================

Assets at December 31: 
Brink's                                 297,816         267,229        246,648 
BHS                                      87,372          72,609         65,781 
- --------------------------------------------------------------------------------
Identifiable assets                     385,188         339,838        312,429 
Allocated portion of the Company's 
   corporate assets                      24,503          23,208         23,284 
Deferred tax reclass                     17,196          14,877         11,302 
- --------------------------------------------------------------------------------
Total assets                           $426,887         377,923        347,015 
================================================================================

15. CONTINGENT LIABILITIES 

Under the Coal  Industry  Retiree  Health  Benefit Act of 1992 (the "Act"),  the
Company and its  majority-owned  subsidiaries  at July 20, 1992,  including  the
Brink's Group included in these financial statements,  are jointly and severally
liable with the Burlington  Group and the Minerals Group for the costs of health
care  coverage  provided  for by that Act. For a  description  of the Act and an
estimate of certain of such  costs,  see Note 13 to the  Company's  consolidated
financial  statements.  At this time, the Company  expects the Minerals Group to
generate sufficient cash flow to discharge its obligations under the Act.

In April 1990,  the  Company  entered  into a  settlement  agreement  to resolve
certain  environmental  claims  against the  Company  arising  from  hydrocarbon
contamination at a petroleum terminal facility  ("Tankport") in Jersey City, New
Jersey, which operations were sold in 1983. Under the settlement agreement,  the
Company  is  obligated  to pay  80% of the  remediation  costs.  Based  on  data
available  to  the  Company  and  its  environmental  consultants,  the  Company
estimates  its  portion of the  cleanup  costs on an  undiscounted  basis  using
existing  technologies  to be between  $6,700 and $14,100 over a period of up to
five years.  Management is unable to determine that any amount within that range
is a better estimate due to a variety of uncertainties, which include the extent
of the contamination at the site, the permitted technologies for remediation and
the regulatory  standards by which the clean-up will be conducted.  The clean-up
estimates have been modified in light of certain regulatory changes  promulgated
in December 1994.

The Company  commenced  insurance  coverage  litigation  in 1990,  in the United
States  District  Court for the  District of New Jersey,  seeking a  declaratory
judgment  that all  amounts  payable by the  Company  pursuant  to the  Tankport
obligation were reimbursable under comprehensive general liability and pollution
liability  policies  maintained by the Company.  Although the underwriters  have
disputed this claim,  management and its legal counsel  believe that recovery is
probable of  realization  in the full amount of the claim.  This  conclusion  is
based upon, among other things,  the nature of the pollution policies which were
broadly  designed to cover such contingent  liabilities,  the favorable state of
the law in the State of New Jersey  (whose  laws have been found to control  the
interpretation of the policies), and numerous other factual considerations which
support  the  Company's  analysis  of the  insurance  contracts  and  rebut  the
underwriters' defenses.  Accordingly, there is no net liability in regard to the
Tankport obligation.

16. SUPPLEMENTAL CASH FLOW INFORMATION 

For the years ended December 31, 1994,  1993 and 1992,  cash payments for income
taxes, net of refunds received, were $19,277, $15,595 and $8,060,  respectively.
For the six months ended June 30, 1995 and 1994  (unaudited),  cash payments for
income taxes, net of refunds received were $10,501 and $10,770, respectively.

For the years ended December 31, 1994, 1993 and 1992, cash payments for interest
were $2,502, $2,722 and $4,597, respectively.  For the six months ended June 30,
1995 and 1994  (unaudited),  cash  payments for  interest  were $958 and $1,065,
respectively.

17. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) 

Tabulated below are certain data for each quarter of 1994 and 1993. 

                                         1st        2nd        3rd      4th 
- ------------------------------------------------------------------------------
1994 Quarters:
Operating revenues                   $149,569    155,085    171,787   180,552 
Gross profit                           32,850     38,567     43,043    44,348 
Net income                           $  7,172      9,779     11,576    12,962 

Proforma Financial Information: 
Per Pittston Brink's Group 
   Common Share: 
Net income                           $    .19        .26        .31       .34 

1993 Quarters: 
Operating revenues                   $132,872    139,886    145,629   152,566 
Gross profit                           30,718     33,402     34,699    38,180 
Net income                           $  5,749      8,177      8,513     9,211 

Proforma Financial Information: 
Per Pittston Brink's Group 
   Common Share: 
Net income                           $    .16        .22        .23       .25 

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

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

Upon approval of the Brink's Stock Proposal (see "The Brink's Stock Proposal" in
the Proxy  Statement),  the  capital  structure  of The  Pittston  Company  (the
"Company") will be modified to include an additional  class of common stock. The
outstanding  shares of Pittston  Services Group Common Stock ("Services  Stock")
will be redesignated as Pittston Brink's Group Common Stock, par value $1.00 per
share  ("Brink's  Stock")  and [ ] of one share of a new  class of common  stock
identified as Pittston Burlington Group Common Stock, par value $1.00 per share,
("Burlington  Stock") will be distributed for each outstanding share of Services
Stock.  Holders of Pittston Minerals Group Common Stock ("Minerals  Stock") will
continue  to be  holders  of such  stock,  which will  continue  to reflect  the
performance of the Pittston Minerals Group (the "Minerals Group"). Brink's Stock
is  intended to reflect  the  performance  of the  Pittston  Brink's  Group (the
"Brink's  Group") and Burlington Stock is intended to reflect the performance of
the Pittston Burlington Group (the "Burlington  Group").  This capital structure
has been reflected in these financial statements.

The Brink's Group's financial statements are prepared using the amounts included
in  the  Company's  consolidated  financial  statements.  Corporate  allocations
reflected in these financial  statements are determined based upon methods which
management believes to be an equitable  allocation of such items. The accounting
policies  applicable  to  the  preparation  of  the  Brink's  Group's  financial
statements may be modified or rescinded at the sole  discretion of the Company's
Board of  Directors  (the  "Board")  without the  approval of the  shareholders,
although there is no intention to do so.

If the Brink's Stock  Proposal is approved,  the Company will provide to holders
of Brink's Stock separate financial statements,  financial reviews, descriptions
of business and other relevant  information for the Brink's Group in addition to
consolidated   financial   information  of  the  Company.   Notwithstanding  the
attribution of assets and liabilities (including contingent liabilities) between
the Minerals Group,  the Burlington  Group and the Brink's Group for the purpose
of preparing their financial statements,  this attribution and the change in the
capital  structure  of the  Company as a result of the  approval  of the Brink's
Stock Proposal, will not result in any transfer of assets and liabilities of the
Company or any of its  subsidiaries.  Holders  of  Brink's  Stock will be common
shareholders  of the Company,  which will continue to be responsible for all its
liabilities. Therefore, financial developments affecting the Minerals Group, the
Burlington  Group or the  Brink's  Group  that  affect the  Company's  financial
condition could affect the results of operations and financial condition of each
of the Groups. Since financial  developments within one group could affect other
groups, all shareholders of the Company could be adversely

affected  by an event  directly  impacting  only  one  group.  Accordingly,  the
Company's  consolidated financial statements must be read in connection with the
Brink's Group's financial statements.

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

RESULTS OF OPERATIONS
- ---------------------
Net  income  for the  Brink's  Group for the first six  months of 1995 was $21.5
million  compared with $17.0 million in the first six months of 1994.  Operating
profit totaled $33.5 million in the first six months of 1995 compared with $29.5
million in the first six months of 1994.  Net income and  operating  profit were
positively   impacted  by  improved  results  from  both  the  Brink's  and  BHS
businesses. The 1995 first half was favorably impacted by lower nonoperating and
net interest expenses compared with the same period of the prior year.  Revenues
for the first six months of 1995  increased  $60.4  million or 20% compared with
the first six months of 1994,  of which $51.7  million was from Brink's and $8.7
million was from BHS. Operating expenses and selling, general and administrative
expenses for the first six months of 1995  increased  $54.3  million or 20% over
the same  period in 1994,  of which  $48.5  million  was from  Brink's  and $5.8
million from BHS.

Net income for the Brink's Group for 1994 was $41.5 million  compared with $31.7
million for 1993.  Operating  profit for 1994 was $67.5  million  compared  with
$56.7 million in 1993. Each of the segments of the Brink's Group  contributed to
the increase in operating  profit for the current year  compared  with the prior
year.  Revenues for 1994  increased  $86.0 million  compared with 1993, of which
$65.1  million  was from  Brink's  and $20.9  million  was from  BHS.  Operating
expenses and selling,  general and  administrative  expenses for 1994  increased
$74.2  million,  of which $59.5  million was from Brink's and $14.9  million was
from BHS.

In 1993,  net income  increased $7.7 million to $31.7 million from $24.0 million
in 1992. Operating profit for 1993 was $56.7 million compared with $45.8 million
in the prior year. Each of the segments in the Brink's Group  contributed to the
increase  in  operating  profit  for 1993  compared  with  1992.  Net income and
operating  profit in 1992 were  positively  impacted by a pension credit of $2.0
million and $3.3  million,  respectively,  relating to the  amortization  of the
unrecognized  initial net pension  asset at the date of adoption of Statement of
Financial  Accounting  Standards No. 87,  "Employers'  Accounting for Pensions".
This credit was recognized over the estimated  remaining average service life of
employees since the date of adoption, which expired at the end of 1992. Revenues
for 1993 increased $56.2 million  compared with 1992, of which $37.9 million was
from  Brink's and $18.3  million was from BHS.  Operating  expenses and selling,
general and administrative  expenses for 1993 increased $40.5 million,  of which
$31.7  million was from  Brink's,  $8.3 million was from BHS and $.5 million was
due to an increase in the allocation of corporate expenses.

BRINK'S

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

                                            Six Months Ended
(In thousands)                                   June 30                    Years Ended December 31
- --------------------------------------------------------------------------------------------------------
                                          1995           1994          1994           1993         1992
- --------------------------------------------------------------------------------------------------------
                                                                                      
Revenues                               $303,634       251,948       547,046        481,904      444,018 

Operating expenses                      248,224       204,503       438,851        387,751      357,613 
Selling, general and 
  administrative                         38,964        34,200        74,398         66,044       64,454 
- --------------------------------------------------------------------------------------------------------
Total costs and expenses                287,188       238,703       513,249        453,795      422,067 
- --------------------------------------------------------------------------------------------------------

Other operating income                    1,173         3,104         5,913          6,899        8,403 
- --------------------------------------------------------------------------------------------------------
Operating profit                       $ 17,619        16,349        39,710         35,008       30,354 
========================================================================================================

Depreciation and amortization          $ 10,496        10,120        20,553         20,150       20,531 
========================================================================================================

Cash capital expenditures              $ 11,476         6,733        22,312         21,150       20,683 
========================================================================================================
Revenues: 
  North America (United 
  States and Canada)                   $180,981       161,819       337,641        300,728      271,243 
  International 
  subsidiaries                          122,653        90,129       209,405        181,176      172,775 
- --------------------------------------------------------------------------------------------------------
Total revenues                         $303,634       251,948       547,046        481,904      444,018 
========================================================================================================
Operating profit: 
  North America (United 
  States and Canada)                   $ 12,526         9,445        23,235         20,049       15,800 
  International 
  operations                              5,093         6,904        16,475         14,959       14,554 
- --------------------------------------------------------------------------------------------------------
Total operating profit                 $ 17,619        16,349        39,710         35,008       30,354 
========================================================================================================

Brink's  operating  profit  increased $1.3 million to $17.6 million in the first
six months of 1995 from $16.3  million in the first six months of 1994,  with an
increase  in  revenues  of $51.7  million,  partially  offset by an  increase in
operating  expenses and selling,  general and  administrative  expenses totaling
$48.5 million, and a decrease in other operating income of $1.9 million.

Revenue from North American (United States and Canada) operations  increased 12%
to $181.0  million  in the first half of 1995 from  $161.8  million in the prior
year period.  North American  operating  profit  increased $3.1 million to $12.5
million  from $9.4  million.  The  increase  in  operating  profit  was  largely
attributable  to  increases  in the  armored car  business  which  includes  ATM
servicing  and to a lesser  extent to  increases  in the diamond and jewelry and
coin and currency processing  businesses,  partially offset by lower air courier
results.

Revenue from international subsidiaries increased $32.5 million or 36% to $122.7
million,  while operating profit from international  subsidiaries and affiliates
decreased  $1.8  million or 26% to $5.1  million in the first half of 1995.  The
increase in revenue is primarily due to higher revenues in Brazil as well as the
favorable  impact of foreign  currency  translation.  The  decline in  operating
profit was primarily  attributable to operations in Mexico,  partially offset by
an increase reported in Brazil. Brink's share of its Mexican affiliate's results
was a $1.0  million  loss in the first six  months  of 1995  compared  to a $1.7
million  profit  reported in the same period of 1994. In the first six months of
1995, results from these operations were negatively  impacted by the devaluation
of the peso,  which  occurred  in  December  1994,  and the  decline  in general
economic conditions.  Brink's Brazil reported an operating profit of $.9 million
in the first half of 1995 compared to $.1 million in the prior year period.

Operating profit of Brink's increased $4.7 million to $39.7 million in 1994 from
$35.0  million in 1993. An increase in revenues of $65.1 million was offset to a
large  extent by  increases  in  operating  expenses  and  selling,  general and
administrative  expenses  of $59.4  million  and a decrease  in other  operating
income of $1.0 million.

The  increase in  operating  profit in 1994 was  largely  due to North  American
operations.  Revenue from North American  operations  increased $36.9 million or
12% to $337.6  million and  operating  profit  increased  $3.2 million or 16% to
$23.2 million. Air courier,  diamond and jewelry,  armored car, automated teller
machine ("ATM")  servicing and coin wrapping  operations each contributed to the
increase in North American  operating profit in 1994, while results for currency
processing operations remained comparable to the prior year.

In 1994, revenue from international  subsidiaries increased $28.2 million or 16%
to $209.4 million, while operating earnings from international  subsidiaries and
affiliates  increased $1.5 million or 10% to $16.5 million compared to 1993. The
most significant improvements were recorded by operations in Brazil (100% owned)
and Israel (70% owned).  Improvements  were also recorded in the United  Kingdom
(100%  owned),  Colombia  (46% owned),  Hong Kong (67% owned) and the  Company's
international  diamond and jewelry operations.  Results for Holland (65% owned),
France (38% owned) and Chile (60% owned) declined from the prior year.  Brazil's
operating  profit for 1994 totaled $3.2  million  compared  with $1.4 million in
1993.  Brazil's  earnings in 1994 were augmented by the large volume of one-time
special  shipments of the new  Brazilian  currency  and to a lesser  extent from
increased  volume due to the growth of money in circulation.  Results for Brazil
in 1994 also included  price  increases  obtained  during the year to defray the
substantially  higher security costs made necessary by the dramatic  increase in
attacks on the armored car  industry in Brazil.  Brink's  share of the equity in
earnings  from their Mexican  affiliate  (20% owned) of $2.8 million in 1994 was
comparable to the 1993 level.  These results were impacted by the local economic
recession, and costs incurred to streamline the operation,  including work force
reductions.  Results in Mexico for 1994 were not  significantly  impacted by the
devaluation of the peso in late December 1994.

In 1993,  Brink's  operating profit increased $4.6 million to $35.0 million from
$30.4  million  in 1992.  Worldwide  operating  revenues  increased  9% or $37.9
million to $481.9 million with increased operating expenses and

selling,  general and  administrative  expenses of $31.7  million and  decreased
other operating income of $1.5 million.

A significant  portion of the increase in revenues and operating  profit in 1993
compared with 1992 was attributable to North American  operations.  Revenue from
North American  operations  increased $29.5 million or 11% to $300.7 million and
operating  profit  increased $4.2 million or 27% to $20.0 million.  Increases in
ATM, armored car, air courier and coin wrapping results were partially offset by
a decrease in currency processing results.

Revenue from international  subsidiaries  increased $8.4 million or 5% to $181.2
million,  while operating results for international  subsidiaries and affiliates
for 1993 remained comparable to 1992 results. Increased earnings from operations
in Brazil were offset by decreased  results from the U.K.  operation and Brink's
equity  affiliate  in  Mexico.  Operations  in Brazil  reported  a $1.4  million
operating  profit in 1993  compared with a $.3 million  operating  loss in 1992.
Results in the U.K. were affected by competitive  price pressures,  recessionary
pressures  and the cost of a labor  settlement.  Operations  of  Brink's  equity
affiliate  in  Mexico  were  affected  by a  recessionary  economy,  competitive
pressures,  losses from new business  ventures and severance  costs  incurred in
streamlining the work force.

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

                                         Six Months Ended
(Dollars in thousands)                       June 30                       Years Ended December 31
- -------------------------------------------------------------------------------------------------------
                                       1995            1994           1994          1993          1992
- -------------------------------------------------------------------------------------------------------
                                                                                    
Revenues                           $ 61,372          52,706        109,947        89,049        70,805 

Operating expenses                   32,664          28,734         59,334        46,203        40,262 
Selling, general and 
  administrative                     10,392           8,509         18,181        16,446        14,092 
- -------------------------------------------------------------------------------------------------------
Total costs and 
  expenses                           43,056          37,243         77,515        62,649        54,354 
- -------------------------------------------------------------------------------------------------------

Operating profit                   $ 18,316          15,463         32,432        26,400        16,451 
=======================================================================================================
Depreciation and 
  amortization                     $ 10,420           8,262         17,817        14,357        12,248 
=======================================================================================================
Cash capital 
  expenditures                     $ 19,141          16,664         34,071        26,409        22,855 
=======================================================================================================
Annualized service 
  revenues (a)                     $ 95,810          78,856         87,167        70,887        56,512 
=======================================================================================================
Number of subscribers: 
  Beginning of period               318,029         259,551        259,551       216,639       180,069 
  Installations                      38,362          37,977         75,203        59,733        51,309 
  Disconnects, net                   (9,851)         (7,910)       (16,725)      (16,821)      (14,739)
- -------------------------------------------------------------------------------------------------------
End of period                       346,540         289,618        318,029       259,551       216,639 
=======================================================================================================

(a)  Annualized service revenue 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 monitoring, maintenance and related services.

Operating  profit of BHS  increased  $2.8 million to $18.3  million in the first
half of 1995 from  $15.5  million  in the first half of 1994.  The  increase  in
operating profit for the first six months of 1995 compared to the same period in
1994 reflected higher monitoring revenues due to an average subscriber base that
was  approximately  20% higher than the same period in 1994,  slightly offset by
higher account servicing and administrative  costs. Net new subscribers  totaled
approximately   28,500  in  the  first  six  months  of  1995,   compared   with
approximately  30,000 in the first six months of 1994.  Subscribers  at June 30,
1995 totaled 346,540.

Operating  profit of BHS  aggregated  $32.4  million in 1994 compared with $26.4
million  in 1993 and  $16.5  million  in  1992.  The $6.0  million  increase  in
operating  profit in 1994  compared  with  1993  reflects  increased  monitoring
revenues,  partially  offset by increased  installation  expenses and  increased
overhead costs.  The $9.9 million  increase in operating profit in 1993 compared
with 1992 reflects increased monitoring revenues,  partially offset by increases
in installation expenses and servicing and overhead costs.

The increased  monitoring revenue in 1994 as in 1993 was largely attributable to
an expanding  subscriber  base.  Although  total costs,  including  installation
expenses,  increased as a result of the expanding  subscriber  base, such growth
contributed to improved economies of scale and other cost efficiencies  achieved
in servicing BHS's subscribers.  At year-end 1994, BHS had approximately 318,000
subscribers,  47% more than the year-end 1992  subscriber  base. New subscribers
totaled 75,200 in 1994 and 59,700 in 1993. As a result, BHS's average subscriber
base increased by 21% in 1994 and 20% in 1993 as compared with each prior year.

As of  January 1,  1992,  BHS  elected  to  capitalize  categories  of costs not
previously  capitalized  for  home  security  installations  to more  accurately
reflect  subscriber  installation  costs  included as  capitalized  installation
costs,  which added $4.1 million to  operating  profit in 1994 and 1993 and $4.3
million  to  operating  profit in 1992.  The  additional  costs  not  previously
capitalized  consisted of costs for installation  labor and related benefits for
supervisory,  installation  scheduling,  equipment  testing  and  other  support
personnel  (in the amount of $2.6  million in 1994 and 1993 and $2.3  million in
1992) and costs incurred in maintaining facilities and vehicles dedicated to the
installation  process  (in the amount of $1.5  million in 1994 and 1993 and $2.0
million in 1992).  The  increase  in the  amount  capitalized,  while  adding to
current period  profitability  comparisons,  defers recognition of expenses over
the  estimated  useful  life  of the  installation.  The  additional  subscriber
installation costs which are currently  capitalized were expensed in prior years
for  subscribers in those years.  Because  capitalized  subscriber  installation
costs for periods prior to January 1, 1992,  were not adjusted for the change in
accounting  principle,  installation  costs for  subscribers in those years will
continue to be  depreciated  based on the lesser  amounts  capitalized  in those
periods. Consequently, depreciation of capitalized subscriber installation costs
in the current year and until such  capitalized  costs prior to January 1, 1992,
are fully depreciated will be less than if such prior periods' capitalized costs
had been adjusted for the change in accounting.  However,  the Company  believes
the effect on net  income in 1994,  1993 and in 1992 was  immaterial.  While the
amounts of the costs incurred which are capitalized vary based on current market
and operating conditions, the types of such costs which are

currently  capitalized will not change. The change in the amount capitalized has
no additional effect on current or future cash flows or liquidity.

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

Additionally, the Brink's Group is subject to other risks customarily associated
with  doing  business  in  foreign  countries,  including  economic  conditions,
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 Brink's Group cannot be predicted.

Corporate Expenses
- ------------------
A portion of the Company's  corporate  general and  administrative  expenses and
other  shared  services  has been  allocated  to the  Brink's  Group  based upon
utilization  and other  methods and  criteria  which  management  believes to be
equitable  and a  reasonable  estimate of the cost  attributable  to the Brink's
Group.  These  allocations were $2.4 million in the first six months of 1995 and
1994,  and $4.7 million,  $4.8 million and $4.3 million in 1994,  1993 and 1992,
respectively.

Other Operating Income
- ----------------------
Other operating  income decreased $1.9 million to $1.2 million in the first half
of 1995 from $3.1  million in the first  half of 1994.  Other  operating  income
decreased  $1.0  million to $5.9  million in 1994 from $6.9  million in 1993 and
decreased $1.5 million in 1993 from $8.4 million in 1992. Other operating income
principally includes the equity earnings of foreign affiliates.  These earnings,
which are attributable to equity affiliates of Brink's,  amounted to $.8 million
and $3.4  million  in the first six months of 1995 and 1994,  respectively,  and
$6.0 million,  $6.9 million and $8.1 million 1994, 1993 and 1992,  respectively.
The  decrease  in the first six months of 1995  compared  with the same period a
year ago is due in large part to the $2.7 million  decrease in Brink's  share of
earnings from its affiliate in Mexico.

Interest Expense
- ----------------
Interest  expense  for 1994  decreased  $.3  million to $2.4  million  from $2.7
million and in 1993 interest expense  decreased $1.4 million from $4.1 million a
year earlier.

Other Income (Expense), Net
- ---------------------------
Other net expense  improved by $1.0  million to a net expense of $1.2 million in
the first six months of 1995 from a net expense of $2.2 million in the first six
months of 1994.  In 1994,  other net expense  decreased  by $.9 million to a net
expense of $3.1  million in 1994 from $4.0 million in 1993.  In 1993,  other net
expense  improved by $1.6  million  from $5.6  million in 1992.  Changes for the
comparable  periods  are  largely  due to  fluctuations  in foreign  translation
losses.

Income Taxes
- ------------
In 1994 the provision for income taxes approximated the statutory federal income
tax rate of 35%  primarily  due to  provisions  for state income taxes and other
items,  offset by lower taxes on foreign income. In 1993 and 1992, the provision
for income taxes  exceeded the statutory  federal income tax rate of 35% in 1993
and 34% in 1992 primarily because of provisions for state income taxes and other
items.

FINANCIAL CONDITION 

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

Corporate  assets which were allocated to the Brink's Group consisted  primarily
of pension  assets and deferred  income taxes and amounted to $41.6  million and
$38.1 million at December 31, 1994 and 1993, respectively.

Cash Flow Provided By Operating Activities
- ------------------------------------------
Cash  provided  by  operating  activities  during  the first six  months of 1995
totaled  $30.0  million  compared  with $26.1 million in the first six months of
1994.  Increased net income and noncash  charges were only  partially  offset by
increased requirements for working capital.

Cash provided by operating activities totaled $83.5 million in 1994,  increasing
from $65.2  million in 1993.  The net  increase in 1994  compared  with 1993 was
largely due to the increase in net income for the current year.  Cash  generated
from  operations   exceeded  cash   requirements  for  investing  and  financing
activities including $5.7 million loaned to the Minerals Group and, as a result,
cash and cash equivalents increased $3.2 million during 1994 to a year-end total
of $20.2 million.

Capital Expenditures
- --------------------
Cash  capital  expenditures  for the first  six  months  of 1995  totaled  $30.7
million,  of which $19.1 million was spent by BHS and $11.5 million was spent by
Brink's.  Cash capital expenditures totaled $56.4 million in 1994. An additional
$16.4 million of  expenditures  were made for the year 1994 through  capital and
operating leases. As in the first six months of 1995,

a substantial portion of the Brink's Group's total cash capital  expenditures in
1994 was attributable to BHS customer  installations  representing  expansion of
the  subscriber  base.  Of the total cash capital  expenditures  in 1994,  $34.0
million or 60%  related to these  costs.  Capital  expenditures  made by Brink's
during the first six months of 1995 as well as for the year 1994 were  primarily
for replacement and maintenance of current ongoing business operations.

Cash capital expenditures for the first six months of 1995 and for the year 1994
were funded by cash flow from operating activities, with any shortfalls financed
through the Company by  borrowings  under its  revolving  credit  agreements  or
short-term borrowing arrangements,  which were thereby attributed to the Brink's
Group.

Financing
- ---------
Gross capital  expenditures in 1995 are currently expected to increase over 1994
levels.  The  increase is expected to result  largely from  expenditures  at BHS
resulting  from continued  expansion of the  subscriber  base. The Brink's Group
intends to fund such expenditures through cash flow from operating activities or
through  operating  leases  if  the  latter  are  financially  attractive.   Any
shortfalls will be financed through the Company's revolving credit agreements or
short-term borrowing arrangements or borrowings from the Burlington Group or the
Minerals Group.

In March 1994, the Company  entered into a $350 million credit  agreement with a
syndicate of banks (the "New  Facility"),  replacing  the  Company's  previously
existing $250 million of revolving credit agreements.  The New Facility includes
a $100  million term loan,  which  matures in May 2000.  The New  Facility  also
permits additional borrowings, repayments and reborrowings of up to an aggregate
of $250  million  until  May  2000.  At June 30,  1995 and  December  31,  1994,
borrowings of $100 million were  outstanding  under the term loan portion of the
New  Facility.  Additional  borrowings  outstanding  under the  remainder of the
facility  totaled  $28.6  million and $9.4 million at June 30, 1995 and December
31, 1994, respectively. No portion of the total amount outstanding under the New
Facility at June 30, 1995 or at December 31, 1994 was  attributed to the Brink's
Group.

Debt
- ----
Total debt  outstanding  for the Brink's Group amounted to $18.9 million at June
30, 1995 and $17.8  million at year-end  1994. At June 30, 1995 and December 31,
1994, no portion of such debt was payable to either the Burlington  Group or the
Minerals  Group.   During  1994,   cash  generated  from   operations   exceeded
requirements  for  investing  activities  and as a result,  net debt  repayments
totaled $10.1 million.

Related Party Transactions
- --------------------------
At June 30, 1995,  the Minerals  Group owed the Brink's Group $7.8  million,  an
increase of $2.1 million from the $5.7 million owed at December 31, 1994.

At June 30, 1995,  the Brink's  Group owed the Minerals  Group $18.7 million for
tax benefits, of which $7.0 million is expected to be paid within one year.

Contingent Liabilities
- ----------------------
Under the Coal Industry  Retiree Health Benefit Act of 1992 (the "Health Benefit
Act"),  the  Company  and its  majority-owned  subsidiaries  at July  20,  1992,
including the Brink's  Group are jointly and severally  liable with the Minerals
Group and the  Burlington  Group for the costs of health care coverage  provided
for by that Act. For a description  of the Health  Benefit Act and a calculation
of certain of such costs,  see Note 13 to the Company's  consolidated  financial
statements.  At this time,  the Company  expects the Minerals  Group to generate
sufficient cash flow to discharge its obligations under the Act.

In April 1990,  the  Company  entered  into a  settlement  agreement  to resolve
certain  environmental  claims  against the  Company  arising  from  hydrocarbon
contamination at a petroleum terminal facility  ("Tankport") in Jersey City, New
Jersey, which operations were sold in 1983. Under the settlement agreement,  the
Company  is  obligated  to pay  80% of the  remediation  costs.  Based  on  data
available  to  the  Company  and  its  environmental  consultants,  the  Company
estimates  its  portion of the  cleanup  costs on an  undiscounted  basis  using
existing technologies to be between $6.7 million and $14.1 million over a period
of up to five years.  Management  is unable to determine  that any amount within
that range is a better estimate due to a variety of uncertainties, which include
the extent of the  contamination  at the site,  the permitted  technologies  for
remediation and the regulatory standards by which the cleanup will be conducted.
The cleanup estimates have been modified in light of certain  regulatory changes
promulgated in December 1994.

The Company  commenced  insurance  coverage  litigation  in 1990,  in the United
States  District  Court for the  District of New Jersey,  seeking a  declaratory
judgment  that all  amounts  payable by the  Company  pursuant  to the  Tankport
obligation were reimbursable under comprehensive general liability and pollution
liability  policies  maintained by the Company.  Although the underwriters  have
disputed this claim,  management and its legal counsel  believe that recovery is
probable of  realization  in the full amount of the claim.  This  conclusion  is
based upon, among other things,  the nature of the pollution policies which were
broadly  designed to cover such contingent  liabilities,  the favorable state of
the law in the State of New Jersey  (whose  laws have been found to control  the
interpretation of the policies), and numerous other factual considerations which
support  the  Company's  analysis  of the  insurance  contracts  and  rebut  the
underwriters' defenses.  Accordingly, there is no net liability in regard to the
Tankport obligation.

Dividends
- ---------
The Board  intends to declare and pay  dividends  on Brink's  Stock based on the
earnings,  financial  condition,  cash  flow and  business  requirements  of the
Brink's Group.  Since the Company remains subject to Virginia law limitations on
dividends  and to  dividend  restrictions  in its  public  debt and bank  credit
agreements,  losses by the Minerals Group or the  Burlington  Group could affect
the  Company's  ability to pay  dividends  in respect of stock  relating  to the
Brink's Group.

In January 1994,  the Company  issued  161,000  shares or $80.5 million of a new
series of convertible preferred stock, which is convertible into Minerals Stock,
to finance a portion of a coal acquisition.  While the issuance of the preferred
stock  had  no  effect  on  the  capitalization  of the  Brink's  Group,  annual
cumulative  dividends  of $31.25 per share of  convertible  preferred  stock are
payable  quarterly,  in cash, out of all funds of the Company legally  available
therefore, when, as and if declared by the Board, which commenced March 1, 1994.
Such stock also bears a liquidation  preference of $500 per share plus an amount
equal to accrued and unpaid dividends thereon.

                                                                        ANNEX VI
                            PITTSTON BURLINGTON GROUP

                             Description of Business

Pittston  Burlington Group (the "Burlington  Group") consists of the air freight
and logistics management services of Burlington Air Express Inc. ("Burlington"),
a wholly owned subsidiary of The Pittston Company ("Pittston" or the "Company").
Activities  relating  to the  air  freight  and  logistics  management  services
business are carried on by Burlington. The information set forth herein is as of
June 30, 1995 except where an earlier or later date is expressly stated.

BURLINGTON 

General
- -------
Burlington is primarily  engaged in North American  overnight and  international
time  definite air and sea  transportation,  freight  forwarding  and  logistics
management  services and  international  customs  brokerage.  In conducting  its
forwarding business, Burlington generally picks up or receives freight shipments
from its customers, consolidates the freight of various customers into shipments
for common  destinations,  arranges for the  transportation  of the consolidated
freight to such destinations  (using either commercial  carriers or, in the case
of most of its domestic and Canadian  shipments,  its own aircraft fleet and hub
sorting  facility)  and,  at  the  destinations,  distributes  the  consolidated
shipments  and  effects  delivery to  consignees.  In  international  shipments,
Burlington also frequently acts as customs broker  facilitating the clearance of
goods through  customs at  international  points of entry.  Burlington  provides
transportation  customers  with  logistics  services and operates  warehouse and
distribution facilities in several countries.

Burlington  specializes  in highly  customized  global  freight  forwarding  and
logistics  services.  It has concentrated on providing service to customers with
significant  logistics needs,  such as manufacturers of computer and electronics
equipment.  Burlington  offers its  customers  a variety of service  and pricing
alternatives  for  their  shipments,  such  as  overnight  delivery,  second-day
delivery  or  deferred  service in North  America.  Internationally,  Burlington
offers a similar  variety of services  with  ocean,  door-to-door  delivery  and
standard and expedited air freight services.  Worldwide,  a variety of ancillary
services,  such as, shipment tracking,  inventory control and management reports
are also provided.

Burlington  provides air freight  service to all major United  States  cities as
well as most foreign countries through its network of company-operated  stations
and agent locations in 117 countries.  Burlington markets its services primarily
through  its  direct  sales  force and also  employs  other  marketing  methods,
including  print media  advertising  and direct mail  campaigns.  The pickup and
delivery of freight are accomplished principally by independent contractors.

Burlington's computer system, ARGUS+(Copyright), is a satellite-based, worldwide
communications  system which, among other things,  provides continuous worldwide
tracking and tracing of shipments  and various data for  management  information
reports,  enabling customers to improve efficiency and control costs. Burlington
also  utilizes  an image  processing  system to  centralize  airbill and related
document  storage  in  Burlington's  computer  for  automated  retrieval  by any
Burlington  office.  Burlington  is in the  process  of  developing  a  positive
tracking system that will utilize bar code technology and hand-held scanners.

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

Aircraft Operations
- -------------------
Burlington  utilizes a fleet of 34 leased aircraft providing regularly scheduled
service throughout the United States and certain destinations in Canada from its
freight  sorting  hub in  Toledo,  Ohio.  Burlington's  fleet  is also  used for
charters and to serve other  international  markets from time to time. The fleet
and hub are  primarily  dedicated to  providing  reliable  next-day  service for
domestic  and  Canadian air cargo  customers.  At December 31, 1994,  Burlington
utilized 15 DC8's  (including  ten DC8-71  aircraft) and two B727's under leases
for terms expiring  between 1995 and 1999.  Seventeen  additional cargo aircraft
including two DC8-71 and six B727-200  aircraft were under lease at December 31,
1994,  for  terms of less  than two  years.  Based on the  current  state of the
aircraft  leasing  market,  Burlington  believes that it should be able to renew
these leases or enter into new leases on terms  reasonably  comparable  to those
currently in effect.  Pittston has  guaranteed  Burlington's  obligations  under
certain of these leases covering six aircraft.  The actual operation and routine
maintenance of the aircraft leased by Burlington is contracted out, normally for
two- to three-year terms, to federally  certificated  operators which supply the
pilots and other flight services.

The nightly lift capacity in operation at December 31,  1994, was  approximately
2.4 million  pounds,  calculated on an average freight density of 7.5 pounds per
cubic foot.  Burlington's nightly lift capacity varies depending upon the number
and type of planes  operated by Burlington  at any  particular  time.  Including
trucking capacity available to Burlington,  the aggregate cargo capacity through
the hub at December 31, 1994, was approximately 3.3 million pounds.

Under its aircraft leases, Burlington is generally responsible for all the costs
of operating and maintaining the aircraft,  including any special maintenance or
modifications which may be required by Federal Aviation  Administration  ("FAA")
regulations or orders. See "Government  Regulation"  below. In 1994,  Burlington
spent  approximately  $15 million on routine heavy  maintenance  of its aircraft
fleet.  Burlington  has  made  provision  in its  financial  statements  for the
expected costs  associated  with aircraft  operations and  maintenance  which it
believes to be adequate;  however,  unanticipated  maintenance costs or required
aircraft modifications could adversely affect Burlington's profitability.

The average  airframe  age of the fleet leased by  Burlington  under leases with
terms longer than two years is 28 years,  although  factors other than age, such
as cycles (i.e., numbers of takeoffs and landings) can have a significant impact
on an aircraft's  serviceability.  Generally,  cargo aircraft tend to have fewer
cycles than passenger  aircraft over  comparable  time periods because they have
fewer flights per day and longer flight segments.

Fuel  costs  are  a  significant   element  of  the  total  costs  of  operating
Burlington's  aircraft fleet.  For each one cent per gallon increase or decrease
in the price of jet fuel,  Burlington's  airline operating costs may increase or
decrease  approximately  $60,000 per month.  In order to protect  against  price
increases  in jet fuel,  from time to time  Burlington  enters into  hedging and
other agreements, including swap contracts and options.

Fuel prices are subject to the world, as well as local, market conditions. It is
not possible to predict the impact of future  conditions on fuel prices and fuel
availability.  Competition in the airfreight  industry is such that no assurance
can be given that any future  increases in fuel costs  (including taxes relating
thereto) will be recoverable in whole or in part from customers.

Burlington  has a lease  expiring in October 2013 with the  Toledo-Lucas  County
Port  Authority  covering its freight  sorting hub and related  facilities  (the
"Hub")  at  Toledo  Express  Airport  in  Ohio.  The  Hub  consists  of  various
facilities, including a

technologically  advanced  material  handling system which is capable of sorting
approximately one million pounds of freight per hour.

Customers
- ---------
Burlington's domestic and foreign customer base includes thousands of industrial
and  commercial  shippers,  both large and  small.  Burlington's  customer  base
includes major  companies in the  automotive,  computer,  electronics,  fashion,
pharmaceutical and other industries where rapid delivery of high-value  products
is required.  In 1994,  Burlington's  largest single customer accounted for less
than 3% of its total  worldwide  revenues.  Burlington  does not have long-term,
noncancellable contracts with any of its customers.

Competition
- -----------
The air and sea  freight  forwarding  and  logistics  industry  has  been and is
expected to remain highly competitive. The principal competitive factors in both
domestic  and   international   markets  are  price,   the  ability  to  provide
consistently  fast and reliable delivery of shipments and the ability to provide
ancillary  services such as  warehousing,  distribution,  shipment  tracking and
sophisticated  information  systems  and  reports.  There  is  aggressive  price
competition in the domestic air freight market, particularly for the business of
high volume  shippers.  Burlington  competes with other  integrated  air freight
companies  that  operate  their  own  aircraft,  as  well as  with  air  freight
forwarders,   express   delivery   services,   passenger   airlines   and  other
transportation  companies.  Domestically,  Burlington also competes with package
delivery  services  provided  by  ground  transportation  companies,   including
trucking firms and surface freight forwarders, which offer specialized overnight
services within limited  geographical areas. As a freight forwarder to, from and
within international markets,  Burlington also competes with government-owned or
subsidized  passenger  airlines  and  ocean  shipping  companies.  In  logistics
services, Burlington competes with many third party logistics providers.

Government Regulation
- ---------------------
The air  transportation  industry  is subject to  Federal  regulation  under the
Federal  Aviation Act of 1958,  as amended,  and pursuant to that  statute,  the
Department of  Transportation  ("DOT") may exercise  regulatory  authority  over
Burlington.  Although  Burlington  itself  is  exempt  from  most  DOT  economic
regulations  because  it is an  air  freight  forwarder,  the  operation  of its
aircraft is subject directly or indirectly to FAA  airworthiness  directives and
other safety  regulations  and its Toledo,  Ohio,  hub  operations  are directly
affected by the FAA.

Federal  statutes  authorize the FAA, with the  assistance of the  Environmental
Protection  Agency ("EPA"),  to establish  aircraft noise  standards.  Under the
National  Emissions  Standards  Act of 1967,  as  amended  by the  Clean Air Act
Amendments  of 1970,  and the Airport Noise and Capacity Act of 1990 (the "Noise
Act"), the administrator of the EPA is authorized to issue  regulations  setting
forth  standards  for  aircraft  emissions.   Although  the  Federal  government
generally  regulates  aircraft noise, local airport operators may, under certain
circumstances,   regulate   airport   operations   based   on   aircraft   noise
considerations.  If airport  operators  were to restrict  arrivals or departures
during  certain  nighttime  hours to reduce or eliminate  air traffic  noise for
surrounding home areas at airports where  Burlington's  activities are centered,
Burlington would be required to serve those airports with Stage III equipment.

The Noise Act requires that  aircraft not complying  with Stage III noise limits
be phased out by December 31, 1999. The Secretary of Transportation  may grant a
waiver if it is in the public  interest  and if the  carrier has at least 85% of
its aircraft in compliance with Stage III noise levels by July 1,  1999, and has
a plan  with firm  orders to make all of its  aircraft  comply  with such  noise
levels not later than  December 31,  2003. No waiver may permit the operation of
Stage II aircraft in the United States after December 31, 2003.

The  Noise  Act  requires  the FAA to  promulgate  regulations  setting  forth a
schedule  for the gradual  phase-out of Stage II  aircraft.  The FAA has adopted
rules  requiring  each  "U.S. operator"  to reduce  the  number of its  Stage II
aircraft by 25% by the end of 1994, by 50% by the end of 1996, and by 75% by the
end of 1998.

The Noise Act imposes  certain  conditions and limitations on an airport's right
to impose new noise or access  restrictions  on Stage II and Stage III  aircraft
but exempts present and certain proposed regulations from those requirements.

Twelve of the 17 aircraft in  Burlington's  fleet held under  longer term leases
now comply with the  Stage III  limits.  Through  1999,  Burlington  anticipates
either  modifying or  hush-kitting  two DC8-63  aircraft which  currently do not
comply with  Stage III  limits,  leasing  additional  aircraft  that do not meet
Stage III limits and hush-kitting such planes as required, or acquiring aircraft
that  meet  Stage III  noise  standards.  Burlington  projects  that the cost of
modifying or hush-kitting  the remaining  aircraft with remaining lease terms of
more than two years in its fleet would range from  $5 million to  $10 million in
the aggregate.  In the event that additional  expenditures  would be required or
costs were to be incurred at a rate faster than  expected,  Burlington  could be
adversely affected. Ten of the DC8 cargo aircraft leased by Burlington have been
re-engined with CFM 56-2C1 engines which comply with Stage III noise standards.

Ground   transportation  and  logistics  services  provided  by  Burlington  are
generally  exempt  from  regulation  by  the  Interstate  Commerce   Commission.
Burlington, however, is subject to various other requirements and regulations in
connection  with the operation of its motor vehicles,  including  certain safety
regulations promulgated by DOT and state agencies.

International Operations
- ------------------------
Burlington's  international  operations  accounted for  approximately 53% of its
revenues in 1994. Included in international operations are export shipments from
the United States.

Burlington is continuing to develop import/export and logistics business between
shippers and consignees in countries  other than the United  States.  Burlington
currently serves most foreign countries, 117 of which are served by Burlington's
network of company-operated stations and agent locations.  Burlington has agents
and sales  representatives in many overseas locations,  although such agents and
representatives are not subject to long-term, noncancellable contracts.

A  significant  portion  of  Burlington's  financial  results  is  derived  from
activities in several foreign  countries,  each with a local currency other than
the U.S.  dollar.  Because the financial  results of Burlington  are reported in
U.S.  dollars,  they are  affected  by the  changes in the value of the  various
foreign  currencies in relation to the U.S. dollar.  Burlington's  international
activity is not concentrated in any single  currency,  which limits the risks of
foreign rate  fluctuation.  In addition,  foreign currency rate fluctuations may
adversely affect transactions which are denominated in currencies other than the
functional  currency.  Burlington routinely enters into such transactions in the
normal course of its business.  Although the diversity of its foreign operations
limits the risks  associated  with such  transactions,  Burlington  uses foreign
exchange   forward   contracts  to  hedge  the  risk   associated  with  certain
transactions  denominated in currencies other than the functional  currency.  In
addition,  Burlington  is  subject  to  the  risks  customarily  attendant  upon
operations  owned by United  States  companies in  countries  outside the United
States,  including  local  economic  conditions,  controls  on  repatriation  of
earnings  and  capital,  nationalization,   expropriation  and  other  forms  of
restrictive  action by local  governments.  The future  effects of such risks on
Burlington cannot be predicted.

Employee Relations
- ------------------
Burlington and its subsidiaries have approximately 6,500 employees worldwide, of
whom  about  1,400  are  classified  as  part-time.  Approximately  200 of these
employees  (principally  customer  service,  clerical  and/or  dock  workers) in
Burlington's stations at John F. Kennedy Airport,  New York; Newark, New Jersey;
Secaucus,  New  Jersey;   Minneapolis,   Minnesota;   and  Toronto,  Canada  are
represented  by  labor  unions,  which in most  cases  are  affiliated  with the
International  Brotherhood of Teamsters.  The collective  bargaining  agreements
covering such employees expire at various times in 1995 and 1996. Burlington has
not  experienced  any  significant  strike or work  stoppage in 1995 to date and
considers its employee relations satisfactory.

Substantially   all  of  Burlington's   cartage   operations  are  conducted  by
independent contractors,  and the flight crews for its aircraft are employees of
the independent airline companies which operate such aircraft.

Properties
- ----------
Burlington  operates 258 (112  domestic  and 146  international)  stations  with
Burlington  personnel,  and  has  agency  agreements  at an  additional  230 (57
domestic  and 173  international)  stations.  These  stations  are located  near
primary  shipping  areas,  generally  at or near  airports.  Burlington-operated
stations,  which generally include office space and warehousing facilities,  are
located in 47 states and Puerto Rico. Burlington-operated facilities are located
in 26  countries.  Most  stations  serve  not only  the  city in which  they are
located,  but also  nearby  cities  and towns.  Nearly  all  Burlington-operated
stations are held under lease.  The Hub in Toledo,  Ohio,  is held under a lease
expiring  in 2013,  with rights of renewal for three  five-year  periods.  Other
facilities, including the corporate headquarters in Irvine, California, are held
under leases having terms of one to ten years.

Burlington  owns or  leases,  in the  United  States  and  Canada,  a  fleet  of
approximately 220 automobiles as well as 170 vans and trucks utilized in station
work  or  for  hauling  freight  between  airport  facilities  and  Burlington's
stations.

THE PITTSTON COMPANY AND SUBSIDIARIES 
MATTERS RELATED TO FORMER OPERATIONS 

In April 1990,  the  Company  entered  into a  settlement  agreement  to resolve
certain  environmental  claims  against the  Company  arising  from  hydrocarbon
contamination at a petroleum terminal facility  ("Tankport") in Jersey City, New
Jersey,  which operations were sold in 1983. Under the settlement  agreement the
Company is  obligated  to pay for 80% of the  remediation  costs.  Based on data
available  to  the  Company  and  its  environmental  consultants,  the  Company
estimates its portion of the clean up costs,  on an  undiscounted  basis,  using
existing technologies to be between $6.7 million and $14.1 million over a period
of up to five years.  Management  is unable to determine  that any amount within
that range is a better estimate due to a variety of uncertainties, which include
the extent of the  contamination  at the site,  the permitted  technologies  for
remediation  and  the  regulatory  standards  by  which  the  clean  up  will be
conducted.  The  clean up  estimates  have  been  modified  in light of  certain
regulatory changes promulgated in December 1994.

The Company  commenced an insurance  coverage  litigation in 1990, in the United
States  District  Court for the  District of New Jersey,  seeking a  declaratory
judgment  that all  amounts  payable by the  Company  pursuant  to the  Tankport
obligation were reimbursable under comprehensive general liability and pollution
liability  policies  maintained by the Company.  Although the underwriters  have
disputed this claim,  management and its legal counsel  believe that recovery is
probable of  realization  in the full amount of the claim.  This  conclusion  is
based upon, among other things, the nature of the pollution policies

which were broadly designed to cover such contingent liabilities,  the favorable
state of the law in the State of New Jersey  (whose  laws were held by the court
to control the  interpretation  of the  policies),  and numerous  other  factual
considerations  which support the Company's analysis of the insurance  contracts
and rebut the underwriters' defenses.  Accordingly, there is no net liability in
regard to the Tankport obligation.

                                                                      ANNEX VII 
PITTSTON BURLINGTON GROUP 
INDEX TO FINANCIAL INFORMATION 

If the Brink's Stock Proposal is approved,  The Pittston Company (the "Company")
will provide to holders of Pittston Burlington Common Stock ("Burlington Stock")
separate financial  statements,  financial review,  descriptions of business and
other relevant  information for the Pittston  Burlington  Group (the "Burlington
Group").  Notwithstanding  the attribution of assets and liabilities  (including
contingent  liabilities)  among  the  Pittston  Minerals  Group  (the  "Minerals
Group"),  the Pittston  Brink's Group (the "Brink's  Group") and the  Burlington
Group for the  purpose  of  preparing  their  respective  historical  and future
financial  statements,  this attribution and the change in the capital structure
of the Company  contemplated by the Brink's Stock Proposal will not affect legal
title to such assets or  responsibility  for such liabilities for the Company or
any of its subsidiaries. Holders of Burlington Stock will be common shareholders
of  the  Company,  which  will  continue  to  be  responsible  for  all  of  its
liabilities.  Financial impacts arising from one group that affect the Company's
financial  condition  could  affect the  results  of  operations  and  financial
condition  of  each  of the  groups.  Accordingly,  the  Company's  consolidated
financial  statements  must be read in connection  with the  Burlington  Group's
financial statements.

Under the Brink's Stock Proposal,  dividends to be paid to holders of Burlington
Stock will be limited to funds of the Company legally  available for the payment
of  dividends.  Amounts  available  for  dividends  may be  further  limited  by
covenants in the Company's  public debt  indentures and bank credit  agreements.
See the Company's  consolidated  financial  statements and related footnotes set
forth  in Annex  IX.  Subject  to  these  limitations,  the  Company's  Board of
Directors (the  "Board"),  although there is no requirement to do so, intends to
declare  and pay  dividends  on the  Burlington  Stock  based  primarily  on the
earnings,  financial  condition,  cash  flow and  business  requirements  of the
Burlington Group.

The  accounting   policies  applicable  to  the  preparation  of  the  financial
statements  of the  Burlington  Group may be modified or  rescinded  at the sole
discretion of the Board without approval of  shareholders,  although there is no
intention to do so.

                                                                     Page 
Financial Statements: 
  Independent Auditors' Report .......................................  1 
  Balance Sheets .....................................................  2 
  Statements of Operations ...........................................  3 
  Statements of Cash Flows ...........................................  4 
  Notes to Financial Statements ......................................  5 
Management's Discussion and Analysis of 
  Results of Operations and Financial Condition ...................... 27 

PITTSTON BURLINGTON GROUP
INDEPENDENT AUDITORS' REPORT 

The Board of Directors and Shareholders 
The Pittston Company 

We have audited the accompanying balance sheets of Pittston Burlington Group (as
described  in Note  1) as of  December  31,  1994  and  1993,  and  the  related
statements of operations  and cash flows for each of the years in the three-year
period  ended   December  31,  1994.   These   financial   statements   are  the
responsibility of The Pittston  Company's  management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements of Pittston  Burlington Group present
fairly, in all material respects,  the financial position of Pittston Burlington
Group as of December 31, 1994 and 1993,  and the results of its  operations  and
its cash flows for each of the years in the three-  year period  ended  December
31, 1994, in conformity with generally accepted accounting principles.

As more  fully  discussed  in Note  1,  the  financial  statements  of  Pittston
Burlington  Group  should be read in  connection  with the audited  consolidated
financial statements of The Pittston Company and subsidiaries.

KPMG Peat Marwick LLP 
Stamford, Connecticut 

September 29, 1995 

PITTSTON BURLINGTON GROUP
BALANCE SHEETS

                                                                         June 30               December 31
(Dollars in thousands)                                                     1995            1994           1993 
- ----------------------------------------------------------------------------------------------------------------
ASSETS                                                                (Unaudited) 
                                                                                                  
Current assets:
Cash and cash equivalents                                              $  16,811         18,384         13,255 
Accounts receivable: 
    Trade                                                                198,583        180,024        139,622 
    Other                                                                 12,232          8,791          6,637 
- ---------------------------------------------------------------------------------------------------------------
                                                                         210,815        188,815        146,259 
    Less estimated amount uncollectible                                   10,899         10,475          9,949 
- ---------------------------------------------------------------------------------------------------------------
                                                                         199,916        178,340        136,310 
Receivable - Pittston Minerals Group (Note 2)                             20,556         31,465              - 
Inventories                                                                1,961          2,035          1,793 
Prepaid expenses                                                          14,961          9,290         12,912 
Deferred income taxes (Note 7)                                            11,295         11,655         11,473 
- ---------------------------------------------------------------------------------------------------------------
Total current assets                                                     265,500        251,169        175,743 
Property, plant and equipment, at cost (Note 4)                          116,036         95,053         79,457 
    Less accumulated depreciation and amortization                        53,407         50,611         48,357 
- ---------------------------------------------------------------------------------------------------------------
                                                                          62,629         44,442         31,100 
Intangibles, net of amortization (Notes 5 and 10)                        183,236        180,686        186,332 
Deferred pension assets (Note 12)                                         10,693         10,655         10,667 
Deferred income taxes (Note 7)                                            11,209          9,050          3,488 
Other assets                                                              18,356         25,514         24,906 
- ---------------------------------------------------------------------------------------------------------------
Total assets                                                           $ 551,623        521,516        432,236 
===============================================================================================================

LIABILITIES AND SHAREHOLDER'S EQUITY 
Current liabilities: 
Short-term borrowings                                                  $  18,257          8,779          3,611 
Current maturities of long-term debt (Note 8)                              1,744            938            568 
Accounts payable                                                         157,197        149,290        107,982 
Payable - Pittston Minerals Group (Note 2)                                     -              -         17,098 
Accrued liabilities: 
    Taxes                                                                  4,154         10,389          9,875 
    Workers' compensation and other claims                                 3,473          4,185          4,076 
    Miscellaneous                                                         47,671         44,944         29,131 
- ---------------------------------------------------------------------------------------------------------------
                                                                          55,298         59,518         43,082 
- ---------------------------------------------------------------------------------------------------------------
Total current liabilities                                                232,496        218,525        172,341 

Long-term debt, less current maturities (Note 8)                          49,689         41,906         45,460 
Postretirement benefits other than pensions (Note 12)                      2,563          2,481          1,573 
Deferred income taxes (Note 7)                                             1,398          1,572          1,174 
Payable - Pittston Minerals Group (Note 2)                                 6,535         10,436          4,488 
Other liabilities                                                          6,314          5,716          4,050 
Commitments and contingent liabilities (Notes 8, 11, and 14)
Shareholder's equity (Note 3)                                            252,628        240,880        203,150 
- ---------------------------------------------------------------------------------------------------------------
Total liabilities and shareholder's equity                             $ 551,623        521,516        432,236 
===============================================================================================================

See accompanying notes to financial statements. 

PITTSTON BURLINGTON GROUP
STATEMENTS OF OPERATIONS

(In thousands, except                                    Six Months Ended June 30                   Year Ended December 31
 per share amounts)                                        1995            1994                1994          1993         1992
- ----------------------------------------------------------------------------------------------------------------------------------
                                                               (Unaudited)
                                                                                                              
Operating revenue                                       $665,894         563,750           1,215,284       998,079      900,347 
- ----------------------------------------------------------------------------------------------------------------------------------
                                                     
Costs and expenses:                                  
Operating expenses                                       589,237         482,942           1,043,895       865,587      789,354 
Selling, general and administrative                  
   expenses                                               57,953          54,856             110,036       102,089      102,091 
Pension credit (Note 12)                                       -               -                   -             -         (790)
- ----------------------------------------------------------------------------------------------------------------------------------
Total costs and expenses                                 647,190         537,798           1,153,931       967,676      890,655 
- ----------------------------------------------------------------------------------------------------------------------------------
                                                     
Other operating income                                     1,369           1,473               3,206         2,811        1,938 
- ----------------------------------------------------------------------------------------------------------------------------------
Operating profit                                          20,073          27,425              64,559        33,214       11,630 
                                                     
Interest income                                            1,988             557               2,127           901          788 
Interest expense (Note 2)                                 (2,223)         (2,093)             (3,847)       (6,103)      (3,479)
Other income (expense), net                                 (524)         (1,416)             (1,629)          (97)        (359)
- ----------------------------------------------------------------------------------------------------------------------------------
Income before income taxes                                19,314          24,473              61,210        27,915        8,580 
Provision for income taxes (Note 7)                        7,256           9,625              22,854        12,439        5,256 
- ----------------------------------------------------------------------------------------------------------------------------------
Net income                                              $ 12,058          14,848              38,356        15,476        3,324 
==================================================================================================================================
                                                     
Proforma Financial Information (unaudited)(Note 1):                                            
Net income per common share                             $    .64             .79                2.03           .84          .18 
==================================================================================================================================
Average common shares outstanding                         18,956          18,858              18,892        18,454       18,541 

See accompanying notes to financial statements. 

PITTSTON BURLINGTON GROUP
STATEMENTS OF CASH FLOWS 

                                                                      Six Months Ended 
                                                                           June 30                  Year Ended December 31
(In thousands)                                                       1995         1994         1994          1993          1992 
- --------------------------------------------------------------------------------------------------------------------------------
                                                                        (Unaudited)
                                                                                                            
Cash flows from operating activities:
Net income                                                       $ 12,058       14,848       38,356        15,476         3,324 
Adjustments to reconcile net income to net 
  cash provided by operating activities: 
  Noncash charges and other write-offs                                  -          306          306             -            16 
  Depreciation and amortization                                     9,754        8,289       17,319        15,378        14,484 
  Provision for aircraft heavy maintenance                         12,412       13,069       26,598        20,962        25,819 
  Provision (credit) for deferred income taxes                     (1,917)         311       (5,256)       (1,337)       (2,198)
  Provision (credit) for pensions, noncurrent                          80          777          203           290          (440)
  Provision for uncollectible accounts receivable                     867        1,445        3,054         2,949         2,016 
  Equity in earnings of unconsolidated affiliates, 
    net of dividends received                                         (57)         (66)        (118)         (115)            - 
  Loss (gain) on sale of property, plant and equipment                 28           36           39          (234)           66 
  Other operating, net                                                341          215          343           278           237 
  Change in operating assets and liabilities, net 
    of effects of acquisitions and dispositions: 
    Increase in accounts receivable                               (22,443)     (18,790)     (45,084)       (9,986)      (20,021)
    (Increase) decrease in inventories                                 74         (458)        (242)         (361)          299 
    (Increase) decrease in prepaid expenses                        (5,586)       1,003        1,575        (2,610)          692 
    Increase in accounts payable and accrued liabilities           (1,651)      28,996       64,615        10,104        13,178 
    Decrease (increase) in other assets                              (648)        (154)         272        (4,921)          558 
    Increase (decrease) in other liabilities                          331          791        1,000           (75)          202 
    Other, net                                                       (110)         594          860          (515)       (1,544)
- --------------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                           3,533       51,212      103,840        45,283        36,688 
- --------------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities: 
Additions to property, plant and equipment                        (13,607)     (11,060)     (24,005)      (28,362)       (6,691)
Proceeds from disposal of property, plant and equipment              (124)       1,018        1,467           972           592 
Aircraft heavy maintenance expenditures                            (7,217)      (7,170)     (15,333)      (19,148)      (17,870)
Acquisitions, net of cash acquired, and related 
  contingency payments                                             (1,688)         (63)      (5,938)         (736)         (333)
Other, net                                                          2,075        3,624        3,775           (23)          896 
- --------------------------------------------------------------------------------------------------------------------------------
Net cash used by investing activities                             (20,561)     (13,651)     (40,034)      (47,297)      (23,406)
- --------------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities: 
Additions to debt                                                  11,598       24,463       31,790             -        27,560 
Reductions of debt                                                 (1,376)     (30,180)     (30,482)      (23,894)         (734)
Payments from (to) - Minerals Group                                 7,909      (26,155)     (55,731)       13,266             - 
Attributed equity transactions: 
  Repurchase of common stock                                         (919)        (843)      (2,042)         (304)       (3,582)
  Proceeds from exercise of stock options                             425        1,239        1,837         4,001           405 
  Proceeds from sale of stock to Savings 
    Investment Plan                                                     -            -            -            73             - 
  Proceeds from sale of stock to Minerals Group                         -          106          106            42             - 
  Dividends paid                                                   (2,182)      (2,072)      (4,154)       (3,880)       (3,088)
  Cost of Services Stock Proposal                                       -           (1)          (1)         (782)            - 
  Net cash from (to) the Company                                        -            -            -         6,937       (35,524)
- --------------------------------------------------------------------------------------------------------------------------------
Net cash provide (used) by financing activities                    15,455      (33,443)     (58,677)       (4,541)      (14,963)
- --------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents               (1,573)       4,118        5,129        (6,555)       (1,681)
Cash and cash equivalents at beginning of period                   18,384       13,255       13,255        19,810        21,491 
- --------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                       $ 16,811       17,373       18,384        13,255        19,810 
================================================================================================================================

See accompanying notes to financial statements. 

PITTSTON BURLINGTON GROUP
NOTES TO FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts) 

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

Basis of Presentation
- ---------------------
Upon approval of the Brink's Stock Proposal (see "The Brink's Stock Proposal" in
the Proxy  Statement),  the  capital  structure  of The  Pittston  Company  (the
"Company") will be modified to include an additional  class of common stock. The
outstanding  shares of Pittston  Services Group Common Stock ("Services  Stock")
will be redesignated as Pittston Brink's Group Common Stock, par value $1.00 per
share  ("Brink's  Stock"),  and  one-half  of one share of a new class of common
stock identified as Pittston  Burlington Group Common Stock, par value $1.00 per
share,  ("Burlington  Stock") will be distributed for each outstanding  share of
Services  Stock.  Holders of Pittston  Minerals  Group Common  Stock  ("Minerals
Stock")  will  continue  to be holders of such  stock,  which will  continue  to
reflect the performance of the Pittston  Minerals Group (the "Minerals  Group").
Brink's  Stock is intended to reflect the  performance  of the Pittston  Brink's
Group (the  "Brink's  Group")  and  Burlington  Stock is intended to reflect the
performance of the Pittston Burlington Group (the "Burlington Group").

The financial statements of the Burlington Group include the balance sheets, the
results  of  operations  and  cash  flows of the  Burlington  Air  Express  Inc.
("Burlington")  operations  of the  Company,  and a  portion  of  the  Company's
corporate  assets  and  liabilities  and  related  transactions  which  are  not
separately  identified  with  operations of a specific  segment.  The Burlington
Group's  financial  statements  are prepared  using the amounts  included in the
Company's consolidated financial statements.  Corporate allocations reflected in
these financial  statements are determined  based upon methods which  management
believes to be a reasonable and equitable allocation of such items (see Note 2).

These  financial  statements  also present the  following  proforma  information
assuming completion of the Brink's Stock Proposal transaction:

*    For the  purpose of  computing  net income per common  share of  Burlington
     Stock,  the number of shares of Burlington Stock are assumed to be one-half
     of the total  number of shares of  Services  Stock.  Net  income per common
     share is computed by dividing net income by the weighted  average number of
     common shares  outstanding  during the period.  The potential dilution from
     the exercise of stock options is not material.  The potential dilution from
     the assumed conversion of the 9.20% convertible  subordinated debentures in
     1993 and 1992 was not  included  since its  effect  was  antidilutive.  The
     shares of  Burlington  Stock  assumed  to be held in The  Pittston  Company
     Employee  Benefits Trust are evaluated for inclusion in the  calculation of
     net income per share under the  treasury  stock  method and had no dilutive
     effect.

*    All financial  impacts of purchases  and  issuances of Services  Stock have
     been attributed to each Group in relation of their respective common equity
     to the Services  Group  common  stock.  Dividends  paid by the Company were
     attributed to the Brink's and Burlington  Groups in relation to the initial
     dividends to be paid on the Brink's Stock and the Burlington Stock.

If the Brink's Stock  Proposal is approved,  the Company will provide to holders
of  Burlington   Stock  separate   financial   statements,   financial   review,
descriptions  of business  and other  relevant  information  for the  Burlington
Group.  Notwithstanding  the  attribution of assets and  liabilities  (including
contingent  liabilities)  among the Minerals  Group,  the Brink's  Group and the
Burlington  Group for the purpose of preparing their  respective  historical and
future  financial  statements,  this  attribution  and the change in the capital
structure of the Company  contemplated  by the Brink's  Stock  Proposal will not
affect legal title to such assets or responsibility for such liabilities for the
Company or any of its  subsidiaries.  Holders of Burlington Stock will be common
shareholders  of the Company,  which will continue to be responsible  for all of
its  liabilities.  Financial  impacts  arising  from one group  that  affect the
Company's  financial  condition  could  affect  the  results of  operations  and
financial condition of each of the groups.  Since financial  developments within
one group could affect other groups,  all  shareholders  of the Company could be
adversely affected by an event directly  impacting only one group.  Accordingly,
the Company's  consolidated financial statements must be read in connection with
the Burlington Group's financial statements.

Under the Brink's Stock Proposal,  dividends to be paid to holders of Burlington
Stock will be limited to funds of the Company legally  available for the payment
of  dividends.  Amounts  available  for  dividends  may be  further  limited  by
covenants in the Company's  public debt  indentures and bank credit  agreements.
See the Company's  consolidated  financial  statements and related footnotes set
forth  in Annex  IX.  Subject  to  these  limitations,  the  Company's  Board of
Directors (the  "Board"),  although there is no requirement to do so, intends to
declare  and pay  dividends  on the  Burlington  Stock  based  primarily  on the
earnings,  financial  condition,  cash  flow and  business  requirements  of the
Burlington Group.

The  accounting   policies  applicable  to  the  preparation  of  the  financial
statements  of the  Burlington  Group may be modified or  rescinded  at the sole
discretion of the Board without approval of  shareholders,  although there is no
intention to do so.

The Brink's  Stock  Proposal  will permit the Company,  at any time, to exchange
each  outstanding  share of Burlington Stock for shares of Brink's Stock (or, if
no Brink's Stock is then outstanding, Minerals Stock) having a fair market value
equal to 115% of the fair  market  value of one share of  Burlington  Stock.  In
addition, upon the disposition of all or substantially all of the properties and
assets of the  Burlington  Group to any person (with  certain  exceptions),  the
Company will be required to exchange each outstanding  share of Burlington Stock
for  shares of  Brink's  Stock (or,  if no  Brink's  Stock is then  outstanding,
Minerals  Stock)  having a fair  market  value  equal to 115% of the fair market
value of one share of Burlington Stock.

The  Brink's  Stock  Proposal  will also  permit the  Company,  at any time,  to
exchange each outstanding share of Minerals Stock,  which was previously subject
to exchange for shares of Services Stock, for shares of Brink's

Stock (or, if no Brink's Stock is then  outstanding,  Burlington Stock) having a
fair  market  value  equal to 115% of the  fair  market  value  of one  share of
Minerals Stock. In addition, upon the disposition of all or substantially all of
the  properties  and assets of the Minerals  Group to any person  (with  certain
exceptions),  the Company will be required to exchange each outstanding share of
Minerals  Stock for shares of Brink's  Stock  (or,  if no Brink's  Stock is then
outstanding,  Burlington  Stock) having a fair market value equal to 115% of the
fair  market  value of one  share of  Burlington  Stock.  If any  shares  of the
Company's  Preferred Stock are converted after an exchange of Minerals Stock for
Brink's Stock (or Burlington  Stock),  the holder of such Preferred Stock would,
upon conversion,  receive shares of Brink's Stock (or Burlington  Stock) in lieu
of shares of Minerals Stock otherwise issuable upon such conversion.

Shares  of  Brink's  Stock  are not  subject  to either  optional  or  mandatory
exchange.  The net proceeds of any  disposition  of properties and assets of the
Brink's  Group  will  be  attributed  to the  Brink's  Group.  In the  case of a
disposition of all or  substantially  all the properties and assets of any other
group, the net proceeds will be attributed to the group the shares of which have
been issued in exchange for shares of the selling group.

The Brink's  Stock  Proposal  provides that holders of Brink's Stock will at all
times have one vote per share,  and initially  holders of  Burlington  Stock and
Minerals Stock will have one and 1.4 votes per share, respectively. The votes of
holders of Burlington  Stock and Minerals Stock will be subject to adjustment on
January  1, 1996,  and on each  January 1 every two years  thereafter  in such a
manner so that each class' share of the aggregate voting power at such time will
be equal to that class' share of the Company's  aggregate market  capitalization
at such time.  Accordingly,  on each  adjustment  date, each share of Burlington
Stock and Minerals  Stock may have more than,  less than or continue to have the
number of votes per share as they initially will have following the consummation
of the transaction. However, the aggregate voting power of the Minerals Stock is
expected to decrease on January 1, 1996 (the first adjustment date) based on the
current  market value of Minerals  Stock relative to the current market value of
Services Stock.  Holders of Brink's Stock,  Burlington  Stock and Minerals Stock
will vote  together  as a single  voting  group on all  matters  as to which all
common shareholders are entitled to vote. In addition, as prescribed by Virginia
law, certain amendments to the Articles of Incorporation affecting,  among other
things,  the  designation,  rights,  preferences  or limitations of one class of
common stock, or certain mergers or statutory share exchanges,  must be approved
by the holders of such class of common stock, voting as a group, and, in certain
circumstances,  may also have to be approved by the holders of the other classes
of common  stock,  voting as separate  voting  groups.  The voting rights of the
Preferred Stock are not affected by the Brink's Stock Proposal.

Under the Brink's Stock Proposal, in the event of a dissolution,  liquidation or
winding up of the Company,  the holders of Brink's Stock,  Burlington  Stock and
Minerals Stock will share on a per share basis an aggregate amount equal to 55%,
28% and 17%,  respectively,  of the funds, if any, remaining for distribution to
the common shareholders. In the case of Minerals Stock, such percentage has been
set,  using a nominal  number of shares of Minerals  Stock of [ ] (the  "Nominal
Shares") in excess of the actual number of shares of Minerals Stock outstanding,
to ensure that the holders of Minerals Stock are

entitled  to the  same  share  of  any  such  funds  immediately  following  the
consummation of the transactions as they were prior thereto.  These  liquidation
percentages  are subject to adjustment  in proportion to the relative  change in
the total  number of shares of  Brink's  Stock,  Burlington  Stock and  Minerals
Stock, as the case may be, then outstanding to the total number of shares of all
other  classes of common stock then  outstanding  (which  total,  in the case of
Minerals Stock, shall include the Nominal Shares).

Principles of Combination
- -------------------------
The  accompanying  financial  statements  reflect the  combined  accounts of the
businesses   comprising   the   Burlington   Group  and   their   majority-owned
subsidiaries.  The Burlington  Group interests in 20% to 50% owned companies are
carried on the equity method.  All material  intercompany items and transactions
have been  eliminated  in  combination.  Certain  prior year  amounts  have been
reclassified to conform to the current year's financial statement presentation.

Cash and Cash Equivalents
- -------------------------
Cash and cash equivalents  include cash on hand, demand deposits and investments
with original maturities of three months or less.

Inventories
- -----------
Inventories  are stated at cost  (determined  under the  first-in,  first-out or
average cost method) or market, whichever is lower.

Property, Plant and Equipment
- -----------------------------
Expenditures  for maintenance and repairs are charged to expense,  and the costs
of  renewals  and   betterments  are   capitalized.   Depreciation  is  provided
principally  on  the  straight-line  method  at  varying  rates  depending  upon
estimated useful lives.

Intangibles
- -----------
The  excess of cost over fair  value of net  assets  of  companies  acquired  is
amortized on a straight-line basis over the estimated periods benefited.

The Burlington Group evaluates the carrying value of intangibles and the periods
of amortization to determine  whether events and  circumstances  warrant revised
estimates of asset value or useful lives. The Burlington Group annually assesses
the recoverability of the excess of cost over net assets acquired by determining
whether the  amortization  of the asset balance over its  remaining  life can be
recovered through projected undiscounted future operating cash flows. Evaluation
of  asset  value  as  well  as  periods  of  amortization  are  performed  on  a
disaggregated basis at each of the Burlington Group's operating units.

Income Taxes
- ------------
Income  taxes are  accounted  for in  accordance  with  Statement  of  Financial
Accounting  Standards  No. 109,  "Accounting  for Income Taxes",  which requires
recognition of deferred tax  liabilities  and assets for the expected future tax
consequences  of events that have been included in the  financial  statements or
tax  returns.  Under  this  method,  deferred  tax  liabilities  and  assets are
determined based on the difference between the financial statement and tax bases
of assets  and  liabilities  using  enacted  tax rates in effect for the year in
which the differences are expected to reverse.

See Note 2 for  allocation of the  Company's  U.S.  federal  income taxes to the
Burlington Group.

Postretirement Benefits Other Than Pensions
- -------------------------------------------
Postretirement benefits other than pensions are accounted for in accordance with
Statement of Financial Accounting Standards No. 106, "Employers'  Accounting for
Postretirement Benefits Other Than Pensions", which requires employers to accrue
the cost of such  retirement  benefits  during the  employees'  service with the
Company.

Foreign Currency Translation
- ----------------------------
Assets and  liabilities of foreign  operations  have been  translated at current
exchange  rates,  and related  revenues and  expenses  have been  translated  at
average  rates of  exchange  in effect  during  the year.  Resulting  cumulative
translation adjustments have been included in shareholder's equity.  Translation
adjustments  relating  to  operations  in  countries  with  highly  inflationary
economies  are  included in net  income,  along with all  transaction  gains and
losses for the period.

A portion of the Burlington Group's financial results is derived from activities
in several  foreign  countries,  each with a local  currency other than the U.S.
dollar.  Because the financial  results of the Burlington  Group are reported in
U.S.  dollars,  they are  affected  by the  changes in the value of the  various
foreign  currencies  in relation to the U.S.  dollar.  However,  the  Burlington
Group's international activity is not concentrated in any single currency, which
reduces the risks of foreign currency rate fluctuations.

Financial Instruments
- ---------------------
The Burlington Group uses foreign  currency  forward  contracts to hedge risk of
changes  in  foreign  currency  rates   associated  with  certain   transactions
denominated in various  currencies.  Realized and unrealized gains and losses on
these contracts, designated and effective as hedges, are deferred and recognized
as part of the specific transaction hedged.

The Burlington  Group also utilizes  financial  instruments  to protect  against
price increases in jet fuel as well as interest rate changes on certain variable
rate  lease  obligations.  Gains  and  losses  on  such  financial  instruments,
designated  and  effective  as hedges,  are  recognized  as part of the specific
transaction hedged.

Revenue Recognition
- -------------------
Revenues  related to  transportation  services  are  recognized,  together  with
related  transportation  costs,  on the date  shipments  physically  depart from
facilities en route to destination locations.

2. RELATED PARTY TRANSACTIONS

The following  policies may be modified or rescinded by action of the Board,  or
the Board may adopt additional policies, without approval of the shareholders of
the Company,  although the Board has no present  intention to do so. The Company
allocated certain corporate general and  administrative  expenses,  net interest
expense and related  assets and  liabilities  in  accordance  with the  policies
described below. Corporate assets and

liabilities  are  primarily  cash,  deferred  pension  assets,  income taxes and
accrued liabilities.

Financial
- ---------
As a matter of policy,  the Company  manages most  financial  activities  of the
Burlington   Group,   Brink's  Group  and  Minerals   Group  on  a  centralized,
consolidated basis. Such financial  activities include the investment of surplus
cash; the issuance,  repayment and repurchase of short-term and long- term debt;
the issuance and  repurchase  of common stock and the payment of  dividends.  In
preparing these financial statements, transactions primarily related to invested
cash,  short-term and long-term debt (including  convertible debt),  related net
interest and other financial costs have been attributed to the Burlington  Group
based upon its cash flows for the periods  presented after giving  consideration
to the debt and equity  structure  of the Company.  At December  31,  1994,  the
Company attributed long-term debt to the Burlington Group based upon the purpose
for the debt in addition to the cash  requirements of the Burlington  Group. See
Note 8 for details and amounts of long-term  debt.  The portion of the Company's
interest  expense  allocated to the Burlington Group for 1994, 1993 and 1992 was
$2,629, $5,063 and $3,003,  respectively.  The portion of the Company's interest
expense allocated to the Burlington Group for the six months ended June 30, 1995
and 1994 (unaudited), was $1,170 and $1,598,  respectively.  Management believes
such method of allocation to be equitable and a reasonable  estimate of the cost
attributable to the Burlington Group.

To the extent  borrowings are deemed to occur between the Burlington  Group, the
Brink's  Group and the  Minerals  Group,  intergroup  accounts  are  established
bearing  interest  at the rate in effect  from time to time under the  Company's
unsecured  credit  lines or, if no such credit  lines  exist,  at the prime rate
charged by Chemical Bank from time to time.  At December 31, 1994,  the Minerals
Group owed the Burlington Group $42,465 and at December 31, 1993, the Burlington
Group owed the Minerals Group $13,266,  as the result of borrowings.  At June 30
1995 (unaudited),  the Minerals Group owed the Burlington Group $34,556,  as the
result of borrowings.

Income Taxes
- ------------
The Burlington  Group is included in the  consolidated  U.S.  federal income tax
return filed by the Company.

The Company's  consolidated  provision and actual cash payments for U.S. federal
income taxes are  allocated  between the  Burlington  Group,  Brink's  Group and
Minerals  Group in  accordance  with the  Company's  tax  allocation  policy and
reflected  in  the  financial   statements  for  each  Group.  In  general,  the
consolidated  tax  provision  and related tax payments or refunds are  allocated
among the Groups, for financial statement  purposes,  based principally upon the
financial income,  taxable income, credits and other amounts directly related to
the respective  Group.  Tax benefits that cannot be used by the Group generating
such attributes,  but can be utilized on a consolidated  basis, are allocated to
the Group that generated such benefits and an intergroup  account is established
for the  benefit  of the Group  generating  the  attributes.  As a  result,  the
allocated  Group  amounts of taxes  payable or  refundable  are not  necessarily
comparable  to those that would have  resulted if the Groups had filed  separate
tax  returns.  At December  31,  1994 and 1993,  the  Burlington  Group owed the
Minerals Group $21,436 and $8,320, respectively, for such tax benefits, of which
$10,436 and $4,488,

respectively,  were not  expected  to be paid within one year from such dates in
accordance with the policy.

Shared Services
- ---------------
A portion of the Company's  corporate  general and  administrative  expenses and
other shared  services has been  allocated  to the  Burlington  Group based upon
utilization  and other  methods and  criteria  which  management  believes to be
equitable and a reasonable  estimate of the cost  attributable to the Burlington
Group. These allocations were $4,665,  $4,757 and $4,278 in 1994, 1993 and 1992,
respectively.

Pension
- -------
The  Burlington  Group's  pension  cost  related  to  its  participation  in the
Company's noncontributory defined benefit pension plan is actuarially determined
based on its  respective  employees  and an allocable  share of the pension plan
assets and  calculated  in  accordance  with  Statement of Financial  Accounting
Standards  No. 87 ("SFAS 87").  Pension  plan assets have been  allocated to the
Burlington Group based on the percentage of its projected benefit  obligation to
the plan's total projected benefit  obligation.  Management believes such method
of allocation to be equitable and a reasonable estimate of the cost attributable
to the Burlington Group.

3. SHAREHOLDER'S EQUITY 

The following  presents  shareholder's  equity of the Burlington  Group assuming
completion of the Brink's Stock Proposal transaction:

                                       Six Months Ended 
                                            June 30            Year Ended December 31 
                                              1995          1994        1993        1992 
- ------------------------------------------------------------------------------------------
                                         (Unaudited) 
                                                                          
Balance at beginning of period             $240,880      203,150     181,576     223,251 
Net income                                   12,058       38,356      15,476       3,324 
Foreign currency translation adjustment       1,622        2,418        (768)     (3,535) 
Attributed equity transactions: 
   Stock options exercised                      425        1,837       4,001         405 
   Stock released from employee 
      benefits trust to employee 
      benefits plan                             757          443         278         141 
   Stock sold from employee 
      benefits trust to employee 
      benefits plan                               -            -          73           - 
   Stock issued to employee benefits plan         -            -           -         184 
   Stock sold to Minerals Group                   -          107          42           - 
   Stock repurchases                           (919)      (2 042)       (304)     (3,582) 
   Dividends declared                        (2,195)      (4,161)     (3,880)     (3,088) 
   Cost of Services Stock Proposal                -           (1)       (782)          - 
   Tax benefit of options exercised               -          765         501           - 
   Conversion of debt                             -            8           -           - 
   Net cash (to) from the Company                 -            -       6,937     (35,524) 
- ------------------------------------------------------------------------------------------
Balance at end of period                   $252,628      240,880     203,150     181,576 
==========================================================================================

Included in shareholder's  equity is the cumulative foreign currency translation
adjustment of $44 at June 30, 1995 (unaudited) and $1,666,  $4,084 and $3,316 at
December 31, 1994, 1993 and 1992, respectively.

4. PROPERTY, PLANT AND EQUIPMENT 

Property, plant and equipment at cost, consist of the following:

                                                         December 31 
                                                1994            1993 
     ----------------------------------------------------------------
      Land                                   $   197             180 
      Buildings                                9,147           4,073 
      Machinery and equipment                 85,709          75,204 
    -----------------------------------------------------------------
                                             $95,053          79,457 
    =================================================================

The estimated useful lives for property, plant and equipment are as follows: 

                                                                 Years 
- -----------------------------------------------------------------------
             Buildings                                         5 to 20 
             Machinery and equipment                           3 to 10 

Depreciation of property, plant and equipment aggregated $10,797 in 1994, $8,735
in 1993 and  $7,866  in 1992.  For the six  months  ended  June 30 1995 and 1994
(unaudited), depreciation of property, plant and equipment aggregated $6,435 and
$5,097, respectively.

5. INTANGIBLES 

Intangibles consist entirely of the excess of cost over fair value of net assets
of companies  acquired  and are net of  accumulated  amortization  of $66,140 at
December 31, 1994, and $59,978 at December 31, 1993.  The estimated  useful life
of intangibles is generally forty years.  Amortization of intangibles aggregated
$6,162 in 1994, $6,218 in 1993 and $6,177 in 1992.

6. FINANCIAL INSTRUMENTS 

Financial   instruments  which  potentially  subject  the  Burlington  Group  to
concentrations of credit risk consist  principally of cash and cash equivalents,
and trade  receivables.  The Burlington  Group's cash and cash  equivalents  are
placed with high credit qualified financial  institutions.  Also, by policy, the
amount  of  credit  exposure  to  any  one  financial  institution  is  limited.
Concentration  of credit risk with respect to trade  receivables are limited due
to the large number of customers  comprising  the  Burlington  Group's  customer
base,  and their  dispersion  across many  different  industries  and geographic
areas.

The following  details the fair values of financial  instruments for which it is
practicable to estimate the value:

Cash and cash equivalents
- -------------------------
The carrying  amounts  approximate  fair value because of the short  maturity of
these instruments.

Debt
- ----
The aggregate fair value of the Burlington  Group's  long-term debt obligations,
which is based upon quoted  market prices and rates  currently  available to the
Burlington  Group for debt with similar terms and maturities,  approximates  the
carrying amount.

Off-balance sheet instruments
- -----------------------------
The Burlington Group utilizes various  off-balance sheet financial  instruments,
as discussed  below, to hedge its foreign  currency and other market  exposures.
The risk that  counterparties  to such  instruments  may be unable to perform is
minimized by limiting the  counterparties to major financial  institutions.  The
Burlington Group does not expect any losses due to such counterparty default.

Foreign  currency  forward  contracts - The Company enters into foreign currency
forward  contracts with a duration of 30 to 60 days as a hedge against  accounts
payable  denominated in various  currencies.  These contracts do not subject the
Company to risk due to exchange rate movements because gains and losses on these
contracts offset losses and gains on the payables being hedged.  At December 31,
1994, the total contract value of foreign currency forward contracts outstanding
was  $7,390.  As of such date,  the fair value of the foreign  currency  forward
contracts was not significant.

Fuel  contracts  - The  Burlington  Group has  hedged a portion  of its jet fuel
requirements  through a swap contract.  At December 31, 1994, the notional value
of the jet fuel swap, aggregating 12.5 million gallons,  through March 31, 1995,
was $6,488.  In addition,  the Company has entered into several commodity option
transactions that are intended to protect against  significant  increases in jet
fuel prices. These transactions,  aggregate 23.3 million gallons with a notional
value of $15,840 and are applicable  throughout 1995 in amounts ranging from 3.5
million  gallons per month in the first  quarter of 1995 to 2.1 million  gallons
per month in the fourth  quarter of 1995.  The Company has also  entered  into a
collar transaction applicable to 7.2 million gallons that provides a minimum and
maximum per gallon price.  This  transaction  is settled  monthly based upon the
average of the high and low prices during each period.

The fair value of these fuel hedge transactions may fluctuate over the course of
the contract  period due to changes in the supply and demand for oil and refined
products.  Thus,  the economic  gain or loss,  if any,  upon  settlement  of the
contracts may differ from the fair value of the contracts at an interim date. At
December 31, 1994, the fair value of these contracts was not significant.

Interest rate contracts - In connection with the aircraft  leasing by Burlington
in 1993, the Company entered into interest rate cap agreements. These agreements
have a notional amount of $60,000 and cap the Company's interest rate on certain
aircraft  leases at 8.5% through April 1, 1996.  At December 31, 1994,  the fair
value of these contracts was not significant.

7. INCOME TAXES 

The provision (credit) for income taxes consists of the following: 

                                  U.S.
                               Federal      Foreign      State         Total 
- --------------------------------------------------------------------------------
1994: 
    Current                   $ 22,077        3,033      3,000        28,110 
    Deferred                    (4,472)          80       (864)       (5,256)
- --------------------------------------------------------------------------------
    Total                     $ 17,605        3,113      2,136        22,854 
================================================================================
1993: 
    Current                   $ 10,806        1,870      1,100        13,776 
    Deferred                      (520)        (302)      (515)       (1,337)
- --------------------------------------------------------------------------------
    Total                     $ 10,286        1,568        585        12,439 
================================================================================
1992: 
    Current                   $  5,437        1,091        926         7,454 
    Deferred                    (1,984)         239       (453)       (2,198)
- --------------------------------------------------------------------------------
    Total                     $  3,453        1,330        473         5,256 
================================================================================

The significant components of the deferred tax benefit were as follows: 

                                            1994         1993          1992
- --------------------------------------------------------------------------------
Deferred tax benefit, exclusive 
   of the components listed below        $(6,028)      (2,118)       (2,220) 
Investment tax credit carryforwards            -            -         1,490 
Net operating loss carryforwards            (247)         205          (368) 
Alternative minimum tax credits            1,084          647        (1,316) 
Change in the valuation allowance 
   for deferred tax assets                   (65)         (71)          216 
- --------------------------------------------------------------------------------
                                         $(5,256)      (1,337)       (2,198) 
================================================================================

The tax  benefit for  compensation  expense  related to the  exercise of certain
employee  stock options for tax purposes in excess of  compensation  expense for
financial  reporting  purposes is recognized  as an adjustment to  shareholder's
equity.

The  components  of the net  deferred  tax  asset as of  December  31,  1994 and
December 31, 1993 were as follows:

                                                        1994             1993 
- --------------------------------------------------------------------------------
Deferred tax assets: 
Accounts receivable                                  $ 3,368            3,358 
Postretirement benefits other than pensions              985              828 
Workers' compensation and other claims                 1,819            1,691 
Other liabilities and reserves                        11,194            6,735 
Miscellaneous                                            612              398 
Net operating loss carryforwards                       3,850            3,603 
Alternative minimum tax credits                        3,741            4,347 
Valuation allowance                                      (78)            (143)
- --------------------------------------------------------------------------------
Total deferred tax asset                              25,491           20,817 
- --------------------------------------------------------------------------------
Deferred tax liabilities: 
Property, plant and equipment                            725             (389) 
Pension assets                                         1,608            1,872 
Other assets                                             383            2,280 
Investments in foreign affiliates                          -                - 
Miscellaneous                                          3,642            3,267 
- --------------------------------------------------------------------------------
Total deferred tax liability                           6,358            7,030  
- --------------------------------------------------------------------------------
Net deferred tax asset                               $19,133           13,787 
================================================================================

The  recording  of  deferred  federal  tax assets is based  upon their  expected
utilization  in the  Company's  consolidated  federal  income tax return and the
benefit  that would  accrue to the  Burlington  Group  under the  Company's  tax
allocation policy.

The valuation  allowance  relates to deferred tax assets in certain  foreign and
state jurisdictions.

The following table accounts for the difference between the actual tax provision
and the amounts  obtained by applying the statutory U.S. federal income tax rate
of 35% in 1994 and 1993 and 34% in 1992 to the income before income taxes.

                                                      Year Ended December 31
                                                1994         1993       1992
- --------------------------------------------------------------------------------
Income before income taxes: 
United States                                $35,464       11,633     (6,869)
Foreign                                       25,746       16,282     15,449 
- --------------------------------------------------------------------------------
                                             $61,210       27,915      8,580 
- --------------------------------------------------------------------------------
Tax provision computed at statutory rate     $21,424        9,770      2,918 
Increases (reductions) in taxes due to: 
State income taxes (net of federal tax
   benefit)                                    1,388          380        202 
Goodwill amortization                          1,891        2,065      2,007 
Difference between total taxes on foreign 
   income and the U.S. federal statutory 
   rate                                       (2,790)         107        735 
Miscellaneous                                    941          117       (606)
- --------------------------------------------------------------------------------
Actual tax provision                         $22,854       12,439      5,256 
================================================================================

It is the policy of the  Burlington  Group to accrue  deferred  income  taxes on
temporary  differences  related to the financial  statement carrying amounts and
tax bases of  investments  in  foreign  subsidiaries  and  affiliates  which are
expected  to reverse in the  foreseeable  future.  As of  December  31, 1994 and
December  31,  1993,  the  unrecognized  deferred tax  liability  for  temporary
differences  of  approximately  $20,237  and  $4,223,  respectively,  related to
investments  in  foreign   subsidiaries  and  affiliates  that  are  essentially
permanent  in nature and not expected to reverse in the  foreseeable  future was
approximately $7,083 and $1,478, respectively.

The  Burlington  Group is included in the Company's  consolidated  U.S.  federal
income tax return.  Such returns have been audited and settled with the Internal
Revenue Services through the year 1981.

As of December 31, 1994, the Burlington Group had $3,741 of alternative  minimum
tax credits  allocated to it under the Company's  tax  allocation  policy.  Such
credits are  available to offset  future U.S.  federal  income taxes and,  under
current tax law, the carryforward period for such credits is unlimited.

The tax benefits of net operating loss  carryforwards of the Burlington Group as
at December 31, 1994 were $3,850 and related to various state and foreign taxing
jurisdictions. The expiration periods primarily range from 5 to 15 years.

8. LONG-TERM DEBT 

A portion of the outstanding  debt under the Company's  credit agreement and the
Company's subordinated obligations have been attributed to the Burlington Group.
Total long-term debt of the Burlington Group consists of the following:

                                                             As of December 31
                                                           1994           1993
- -------------------------------------------------------------------------------
Senior obligations: 
Canadian dollar term loan due 1999 (6.19% in 1994)       $ 2,852             - 
All other                                                    353           349 
- -------------------------------------------------------------------------------
                                                           3,205           349 
Obligations under capital leases (average rates 
   12.04% in 1994 and 14.35% in 1993)                        619           552 
- -------------------------------------------------------------------------------
                                                           3,824           901 
- -------------------------------------------------------------------------------
Attributed portion of the Company's debt: 
U.S. dollar term loan due 1999 (year-end rate
   6.48% in 1994)                                         23,434             - 
Revolving credit note (year-end rate 3.53% in 1993)            -         2,100 
4% subordinated debentures due 1997                       14,648        14,648 
9.20% convertible subordinated debentures due 2004             -        27,811 
- -------------------------------------------------------------------------------
                                                          38,082        44,559 
- -------------------------------------------------------------------------------
Total long-term debt, less current maturities            $41,906        45,460 
===============================================================================

For the four years through  December 31, 1999,  minimum  repayments of long-term
debt outstanding are as follows:

                    1996                               $   690 
                    1997                                14,865 
                    1998                                    15 
                    1999                                26,300 

The  Canadian  dollar term loan to a wholly  owned  indirect  subsidiary  of the
Burlington Group, bears interest based on Canadian prime or Bankers'  Acceptance
rates,  or if converted  to a U.S.  dollar loan based on  Eurodollar  or Federal
Funds rates.  The Canadian dollar term loan is guaranteed by the Company.  Under
the terms of the loan, Burlington has agreed to various restrictions relating to
net worth, disposition of assets and incurrence of additional debt.

In March 1994,  the Company  entered  into a $350,000  credit  agreement  with a
syndicate of banks (the "New  Facility"),  replacing  the  Company's  previously
existing  $250,000 of revolving credit  agreements.  The New Facility included a
$100,000  five-year  term loan,  which  originally  matured in March  1999.  The
Burlington Group has been attributed  $23,434 of the $100,000 term loan. The New
Facility also permitted additional borrowings, repayments and reborrowings of up
to an aggregate of $250,000  initially  until March 1999. In March 1995, the New
Facility  was amended to extend the maturity of the term loan to May 2000 and to
permit the additional  borrowings,  repayments and reborrowings  until May 2000.
Interest on borrowings under the New

Facility is payable at rates based on prime, certificate of deposit,  Eurodollar
or money market rates.

The 4% subordinated  debentures due July 1, 1997, are  exchangeable for cash, at
the rate of $157.80 per $1,000  debenture.  The debentures are redeemable at the
Company's  option,  in whole  or in part,  at any  time  prior to  maturity,  at
redemption prices equal to 100% of principal amount.

On April 15, 1994, the Company redeemed all of the 9.2% convertible subordinated
debentures due July 1, 2004, at a premium of $767. The premium has been included
in the Statement of Operations in "Other income (expense), net".

Various  international   operations  maintain  lines  of  credit  and  overdraft
facilities aggregating  approximately $61,000 with a number of banks on either a
secured or unsecured basis.

Under the  terms of some of its debt  instruments,  the  Company  has  agreed to
various  restrictions  relating to the payment of dividends,  the  repurchase of
capital stock,  the  maintenance of  consolidated  net worth,  and the amount of
additional  funded debt which may be incurred.  See the  Company's  consolidated
financial statements and related footnotes set forth in Annex IX.

At December 31, 1994, the Company's portion of outstanding  unsecured letters of
credit allocated to the Burlington Group was $27,300,  primarily  supporting the
Burlington   Group's   obligations   under  aircraft   leases  and  its  various
self-insurance programs.

9. STOCK OPTIONS 

Upon approval of the Brink's Stock Proposal,  the Company will convert its stock
options  outstanding  into  options  for shares of Brink's  Stock or  Burlington
Stock, or both,  pursuant to provisions in the option  agreements  covering such
options.  See  the  Company's  consolidated  financial  statements  and  related
footnotes set forth in Annex IX for  information  regarding the Company's  stock
options.

10. ACQUISITIONS 

During 1994, the Burlington  Group acquired  several small businesses and made a
contingent  payment  related  to an  acquisition  made  in a prior  year.  Total
consideration paid was $5,938.

During  1993,  the  Burlington  Group  acquired  one small  business  and made a
contingency  payment related to an acquisition  consummated in a prior year. The
total consideration paid was $736.

During  1992,  cash  payments  of $226 were made for  contingency  payments  for
acquisitions made in prior years.

The  acquisition  in 1993 has been  accounted for as a purchase and the purchase
price for the acquisition was essentially equal to the fair value

of assets  acquired.  The results of operations of the acquired company has been
included in the  Burlington  Group's  results of  operations  from their date of
acquisition.

11. LEASES 

The Burlington Group leases aircraft, facilities,  vehicles, computers and other
equipment under long-term  operating  leases with varying terms, and most of the
leases  contain  renewal  and/or  purchase  options.  As of December  31,  1994,
aggregate  future minimum lease payments under  noncancellable  operating leases
were as follows:

                                                   Equipment 
                Aircraft        Facilities           & Other              Total
- --------------------------------------------------------------------------------

1995             $30,237            20,664             3,792             54,693 
1996              22,641            15,348             2,745             40,734 
1997              20,983            13,276             1,785             36,044 
1998               4,815            11,025             1,282             17,122 
1999                   -             8,832             1,071              9,903 
2000                   -             7,607               897              8,504 
2001                   -             5,606               617              6,223 
2002                   -             5,051               417              5,468 
2003                   -             4,588               417              5,005 
2004                   -             4,283               417              4,700 
Later Years            -            52,925             3,716             56,641 
- --------------------------------------------------------------------------------
                 $78,676           149,205            17,156            245,037 
================================================================================

These  amounts  are net of  aggregate  future  minimum  noncancellable  sublease
rentals of $6,000.

Rent  expense  amounted to $57,412 in 1994,  $51,677 in 1993 and $45,467 in 1992
and is net of sublease rentals of $695, $781 and $1,403, respectively.

Burlington entered into two transactions  covering various leases which provided
for the  replacement  of eight B707  aircraft  with seven  DC8-71  aircraft  and
completed  an  evaluation  of  other  fleet  related  costs.   One  transaction,
representing  four  aircraft,  was reflected in the 1993  financial  statements,
while the other transaction,  covering three aircraft, was reflected in the 1992
financial  statements.  The net  effect  of  these  transactions  did not have a
material impact on operating profit for either year.

The Burlington Group incurred capital lease obligations of $755 in 1994, $542 in
1993  and  $538 in  1992.  As of  December  31,  1994,  the  Burlington  Group's
obligations under capital leases were not significant.

12. EMPLOYEE BENEFIT PLANS 

The Burlington Group's businesses  participate in the Company's  noncontributory
defined benefit pension plan covering  substantially all nonunion  employees who
meet  certain  minimum  requirements  in addition to  sponsoring  certain  other
defined  benefit  plans.  Benefits  of most of the plans are based on salary and
years  of  service.   The  Burlington  Group's  pension  cost  relating  to  its
participation  in the  Company's  defined  benefit  pension plan is  actuarially
determined  based on its  respective  employees  and an  allocable  share of the
pension plan assets. The Company's policy is to fund the actuarially  determined
amounts  necessary to provide assets  sufficient to meet the benefits to be paid
to plan participants in accordance with applicable regulations.  The net pension
expense for 1994, 1993 and 1992 for all plans is as follows:

                                                        Year Ended December 31 
                                                    1994        1993      1992 
- --------------------------------------------------------------------------------
Service cost - benefits earned during year      $  3,009       2,350     2,229 
Interest cost on projected benefit obligation      2,919       2,460     2,217 
Loss (return) on assets - actual                     662      (7,016)   (4,551)
(Loss) return on assets - deferred                (5,713)      2,915       798 
Other amortization, net                             (357)       (255)     (586)
- --------------------------------------------------------------------------------
Net pension expense                             $    520         454       107 
================================================================================

The  assumptions  used in determining  the net pension expense for the Company's
major pension plan were as follows:

                                                     1994      1993      1992
- ------------------------------------------------------------------------------
Interest cost on projected benefit obligation        7.5%      9.0%      9.0% 
Expected long-term rate of return on assets         10.0%     10.0%     10.0% 
Rate of increase in compensation levels              4.0%      5.0%      5.0% 

The funded status and prepaid  pension expense at December 31, 1994 and 1993 are
as follows:

                                                            1994         1993
- --------------------------------------------------------------------------------
Actuarial present value of accumulated 
  benefit obligation: 
  Vested                                                 $25,929       28,052 
  Nonvested                                                2,081        2,177 
- --------------------------------------------------------------------------------
                                                          28,010       30,229 
Benefits attributable to projected salaries                7,313        8,415 
- --------------------------------------------------------------------------------
Projected benefit obligation                              35,323       38,644 
Plan assets at fair value                                 49,390       51,359 
- --------------------------------------------------------------------------------
Excess of plan assets over projected  
  benefit obligation                                      14,067       12,715 
Unamortized initial net asset                             (1,082)      (1,364)
Unrecognized experience gain                              (2,873)        (979)
Unrecognized prior service cost                               84           35 
- --------------------------------------------------------------------------------
Net pension assets                                        10,196       10,407 
Current pension liability                                    459          260 
- --------------------------------------------------------------------------------
Deferred pension asset per balance sheet                 $10,655       10,667 
================================================================================

For the  valuation  of pension  obligations  and the  calculation  of the funded
status,  the  discount  rate was  8.75% in 1994 and 7.5% in 1993.  The  expected
long-term  rate of return on assets was 10% in both years.  The rate of increase
in compensation levels used was 4% in 1994 and 1993.

The  unrecognized  initial net asset at January 1, 1986  (January  1, 1989,  for
certain  foreign  pension  plans),  the date of  adoption  of SFAS 87,  has been
amortized over the estimated remaining average service life of the employees. As
of December 31, 1994,  approximately  77% of plan assets were invested in equity
securities and 23% in fixed income securities.

The Burlington Group also provides certain  postretirement  health care and life
insurance  benefits  for  eligible  active and retired  employees  in the United
States and Canada.

For the years 1994, 1993 and 1992, the components of periodic  expense for these
postretirement benefits were as follows:

                                                       Year Ended December 31 
                                                    1994       1993      1992 
- --------------------------------------------------------------------------------
Service cost - benefits earned during year         $ 219        112        96 
Interest cost on accumulated postretirement 
   benefit obligation                                247        160       134 
- --------------------------------------------------------------------------------
Total expense                                      $ 466        272       230 
================================================================================

Interest costs on the accumulated  postretirement  benefit obligation were based
upon rates of 7.5% in 1994 and 9% in 1993 and 1992.

At December 31, 1994 and 1993, the actuarial and recorded  liabilities for these
postretirement benefits, none of which have been funded, were as follows:

                                                        1994          1993
- --------------------------------------------------------------------------------
Accumulated postretirement benefit obligation: 
Retirees                                             $   589           535 
Fully eligible active plan participants                  379           306 
Other active plan participants                         1,349         1,432 
- --------------------------------------------------------------------------------
                                                       2,317         2,273 
Unrecognized experience gain (loss)                      214          (171) 
- --------------------------------------------------------------------------------
Liability included on the balance sheet                2,531         2,102 
Less current portion                                      50           529 
- --------------------------------------------------------------------------------
Noncurrent liability for postretirement 
  health care and life insurance benefits            $ 2,481         1,573 
================================================================================

The accumulated  postretirement benefit obligation was determined using the unit
credit  method and an assumed  discount  rate of 8.75% in 1994 and 7.5% in 1993.
The  postretirement  benefit  obligation  for U.S.  salaried  employees does not
provide for changes in health care costs since the  employer's  contribution  to
the plan is a fixed amount.

A percentage  point  increase  each year in the health care cost trend rate used
would not have  resulted in any increase in the  aggregate  service and interest
components of expense for the year 1994 or in the  accumulated  post  retirement
benefit obligation at December 31, 1994.

The Burlington Group also participates in the Company's  Savings-Investment Plan
to assist  eligible  employees  in  providing  for  retirement  or other  future
financial needs.  Employee  contributions are matched at rates of 50% to 125% up
to 5% of compensation  (subject to certain  limitations  imposed by the Internal
Revenue  Code  of  1986,  as  amended).  Contribution  expense  under  the  plan
aggregated $1,656 in 1994, $1,207 in 1993 and $1,218 in 1992.

In May 1994,  the Company's  shareholders  approved the Employee  Stock Purchase
Plan effective July 1, 1994. See the Company's consolidated financial statements
and  related  footnotes  set  forth in Annex IX for  information  regarding  the
Company's Employee Stock Purchase Plan.

The Burlington Group sponsors several other defined  contribution  benefit plans
based on hours worked or other measurable  factors.  Contributions  under all of
these plans aggregated $556 in 1994, $443 in 1993 and $498 in 1992.

13. SEGMENT INFORMATION 

Operating revenues by geographic area are as follows: 

                                                        Year Ended December 31
                                      1994               1993             1992
- --------------------------------------------------------------------------------
United States                   $  565,813            459,431          421,365 
International operations           649,471            538,648          478,982 
- --------------------------------------------------------------------------------
                                $1,215,284            998,079          900,347 
================================================================================

The following is derived from the business segment  information in the Company's
consolidated  financial  statements as it relates to the Burlington  Group.  See
Note 2, Related Party  Transactions,  for a description of the Company's  policy
for corporate allocations.

The Burlington Group's portion of the Company's operating profit is as follows:

                                                        Year Ended December 31
                                                1994         1993         1992
- --------------------------------------------------------------------------------
United States                               $ 45,732       19,290        1,835 
International operations                      23,492       18,681       13,283 
- --------------------------------------------------------------------------------
Burlington Group's portion of the  
   Company's segment operating profit         69,224       37,971       15,118 
Corporate expenses allocated 
   to the Burlington Group                    (4,665)      (4,757)      (4,278)
Pension credit                                     -            -          790 
- --------------------------------------------------------------------------------
Operating profit                            $ 64,559       33,214       11,630 
================================================================================

The  Burlington  Group's  portion  of the  Company's  assets  at year  end is as
follows:
                                                              As of December 31
                                          1994            1993             1992 
- --------------------------------------------------------------------------------
United States                         $284,294         268,705          252,648 
International operations               188,146         149,989          153,811 
- --------------------------------------------------------------------------------
Burlington Group's portion of the  
   Company's assets                    472,440         418,694          406,459 
Burlington Group's portion of 
   corporate assets                     49,076          13,542           17,564 
- --------------------------------------------------------------------------------
Total assets                          $521,516         432,236          424,023 
================================================================================

14. CONTINGENT LIABILITIES 

Under the Coal  Industry  Retiree  Health  Benefit Act of 1992 (the "Act"),  the
Company and its  majority-owned  subsidiaries  at July 20, 1992,  including  the
Burlington  Group  included  in these  financial  statements,  are  jointly  and
severally  liable with the Brink's Group and the Minerals Group for the costs of
health care coverage provided for by that Act. For a description of the

Act and an  estimate  of certain  of such  costs,  see Note 13 to the  Company's
consolidated  financial  statements.  At this  time,  the  Company  expects  the
Minerals  Group to generate  sufficient  cash flow to discharge its  obligations
under the Act.

In April 1990,  the  Company  entered  into a  settlement  agreement  to resolve
certain  environmental  claims  against the  Company  arising  from  hydrocarbon
contamination at a petroleum terminal facility  ("Tankport") in Jersey City, New
Jersey, which operations were sold in 1983. Under the settlement agreement,  the
Company  is  obligated  to pay  80% of the  remediation  costs.  Based  on  data
available  to  the  Company  and  its  environmental  consultants,  the  Company
estimates  its  portion of the  cleanup  costs on an  undiscounted  basis  using
existing  technologies  to be between  $6,700 and $14,100 over a period of up to
five years.  Management is unable to determine that any amount within that range
is a better estimate due to a variety of uncertainties, which include the extent
of the contamination at the site, the permitted technologies for remediation and
the regulatory  standards by which the clean-up will be conducted.  The clean-up
estimates have been modified in light of certain regulatory changes  promulgated
in December 1994.

The Company  commenced  insurance  coverage  litigation  in 1990,  in the United
States  District  Court for the  District of New Jersey,  seeking a  declaratory
judgment  that all  amounts  payable by the  Company  pursuant  to the  Tankport
obligation were reimbursable under comprehensive general liability and pollution
liability  policies  maintained by the Company.  Although the underwriters  have
disputed this claim,  management and its legal counsel  believe that recovery is
probable of  realization  in the full amount of the claim.  This  conclusion  is
based upon, among other things,  the nature of the pollution policies which were
broadly  designed to cover such contingent  liabilities,  the favorable state of
the law in the State of New Jersey  (whose  laws have been found to control  the
interpretation of the policies), and numerous other factual considerations which
support  the  Company's  analysis  of the  insurance  contracts  and  rebut  the
underwriters' defenses.  Accordingly, there is no net liability in regard to the
Tankport obligation.

15. SUPPLEMENTAL CASH FLOW INFORMATION 

For the years ended December 31, 1994,  1993 and 1992,  cash payments for income
taxes, net of refunds received, were $16,980, $12,181 and $5,031,  respectively.
For the six months ended June 30, 1995 and 1994  (unaudited),  cash payments for
income taxes, net of refunds received were $18,219 and $8,117, respectively.

For the years ended December 31, 1994, 1993 and 1992, cash payments for interest
were $4,926, $5,359 and $4,319, respectively.  For the six months ended June 30,
1995 and 1994  (unaudited),  cash  payments for interest were $2,467 and $3,339,
respectively.

16. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) 

Tabulated below are certain data for each quarter of 1994 and 1993. 

                                       1st          2nd         3rd        4th 
- --------------------------------------------------------------------------------
1994 Quarters: 
Operating revenues                $261,484      302,266     311,925    339,609 
Gross profit                        31,959       48,849      45,010     45,571 
Net income                           3,339       11,509      13,438     10,070 

Proforma Financial 
   Information: 
Per Pittston Burlington 
   Group Common Share: 
Net income                        $    .18          .61         .71        .53 

1993 Quarters: 
Operating revenues                $230,885      240,316     254,769    272,109 
Gross profit                        23,602       31,341      38,161     39,388 
Net income (loss)                 $   (335)       2,793       6,800      6,218 

Proforma Financial 
   Information: 
Per Pittston Burlington 
   Group Common Share: 
Net income (loss)                 $   (.02)         .15         .37        .33 

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

The  financial  statements  of the Pittston  Burlington  Group (the  "Burlington
Group")  include the balance  sheets,  results of  operations  and cash flows of
Burlington  Air  Express  Inc.  ("Burlington")  and a  portion  of The  Pittston
Company's  (the  "Company")   corporate   assets  and  liabilities  and  related
transactions  which are not separately  identified with operations of a specific
segment.

Upon approval of the Brink's Stock Proposal (see "The Brink's Stock Proposal" in
the Proxy  Statement),  the  capital  structure  of The  Pittston  Company  (the
"Company") will be modified to include an additional  class of common stock. The
outstanding  shares of Pittston  Services Group Common Stock ("Services  Stock")
will be redesignated as Pittston Brink's Group Common Stock, par value $1.00 per
share  ("Brink's  Stock")  and [ ] of one share of a new  class of common  stock
identified as Pittston Burlington Group Common Stock, par value $1.00 per share,
("Burlington  Stock") will be distributed for each outstanding share of Services
Stock.  Holders of Pittston Minerals Group Common Stock ("Minerals  Stock") will
continue  to be  holders  of such  stock,  which will  continue  to reflect  the
performance of the Pittston Minerals Group (the "Minerals Group"). Brink's Stock
is  intended to reflect  the  performance  of the  Pittston  Brink's  Group (the
"Brink's  Group") and Burlington Stock is intended to reflect the performance of
the Pittston Burlington Group (the "Burlington  Group").  This capital structure
has been reflected in these financial statements.

The  Burlington  Group's  financial  statements  are prepared  using the amounts
included  in  the  Company's   consolidated   financial  statements.   Corporate
allocations  reflected in these financial  statements are determined  based upon
methods which management  believes to be an equitable  allocation of such items.
The accounting  policies applicable to the preparation of the Burlington Group's
financial  statements may be modified or rescinded at the sole discretion of the
Company's  Board  of  Directors  (the  "Board")  without  the  approval  of  the
shareholders, although there is no intention to do so.

If the Brink's Stock  Proposal is approved,  the Company will provide to holders
of  Burlington  Stock  separate   financial   statements,   financial   reviews,
descriptions of business and other relevant information for the Burlington Group
in   addition   to   consolidated   financial   information   of  the   Company.
Notwithstanding the attribution of assets and liabilities  (including contingent
liabilities)  between the Minerals  Group,  the Brink's Group and the Burlington
Group for the purpose of preparing their financial statements,  this attribution
and the  change  in the  capital  structure  of the  Company  as a result of the
approval of the Brink's Stock Proposal will not result in any transfer of assets
and liabilities of the Company or any of its subsidiaries. Holders of Burlington
Stock will be common  shareholders  of the  Company,  which will  continue to be
responsible for all its liabilities. Therefore, financial developments affecting
the Minerals  Group,  the Brink's Group or the Burlington  Group that affect the
Company's  financial  condition  could  affect  the  results of  operations  and
financial condition of each of the Groups.  Since financial  developments within
one group could affect other groups,  all  shareholders  of the Company could be
adversely affected by an event directly impacting only one group.

Accordingly,  the Company's  consolidated  financial  statements must be read in
connection with the Burlington Group's financial statements.

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

RESULTS OF OPERATIONS

Net income for the  Burlington  Group for the first six months of 1995 was $12.1
million  compared with $14.8 million in the first six months of 1994.  Operating
profit totaled $20.1 million in the first six months of 1995 compared with $27.4
million in the first six months of 1994. Net income and operating profits in the
first six months of 1994 benefited from unusually strong  operating  profits due
to substantial  additional  volumes of freight  directed to Burlington  during a
nationwide  trucking  strike  in the  second  quarter  of 1994,  which  added an
estimated  $8 million to  operating  profit and $5 million to net income for the
first six months of 1994.  Revenues  for the first six months of 1995  increased
$102.1  million or 18%  compared  with the same  period of last year.  Operating
expenses  and  selling,  general and  administrative  expenses for the first six
months of 1995 increased $109.3 million or 20% over the same period last year.

Net income for the  Burlington  Group for 1994 was $38.4  million  compared with
$15.5 million for 1993.  Operating  profit for 1994 was $64.6  million  compared
with $33.2 million in 1993.  Revenues for 1994 increased $217.2 million compared
with 1993. Operating expenses and selling,  general and administrative  expenses
for 1994 increased $186.3 million, which is net of a $.1 million decrease in the
allocation of corporate expenses.

In 1993, net income  increased  $12.2 million to $15.5 million from $3.3 million
in 1992. Operating profit for 1993 was $33.2 million compared with $11.6 million
in the prior  year.  Net income  and  operating  profit in 1992 were  positively
impacted  by a pension  credit of $.5  million  and $.8  million,  respectively,
relating to the  amortization of the  unrecognized  initial net pension asset at
the date of adoption of  Statement  of Financial  Accounting  Standards  No. 87,
"Employers'  Accounting  for  Pensions".  This  credit was  recognized  over the
estimated  remaining  average  service  life  of  employees  since  the  date of
adoption,  which expired at the end of 1992.  Revenues for 1993 increased  $97.7
million  compared  with  1992.  Operating  expenses  and  selling,  general  and
administrative expenses for 1993 increased $76.2 million.

Burlington Operations
- ---------------------
The  following  is a table  of  selected  financial  data  for  Burlington  on a
comparative basis:

(Dollars in thousands - 
except per pound/                   Six Months Ended 
shipment amounts)                        June 30                         Years Ended December 31 
- -------------------------------------------------------------------------------------------------------
                                  1995           1994             1994           1993           1992 
- -------------------------------------------------------------------------------------------------------
                                                                                     
Revenues: 
Airfreight 
  Domestic U.S.               $257,855         272,539          565,440        460,061         418,372 
  International                312,489         232,951          518,652        440,239         395,800 
- -------------------------------------------------------------------------------------------------------
Total airfreight               570,344         505,490        1,084,092        900,300         814,172 
Other                           95,550          58,260          131,192         97,779          86,175 
- -------------------------------------------------------------------------------------------------------
Total revenues                 665,894         563,750        1,215,284        998,079         900,347 

Operating expenses             589,237         482,942        1,043,895        865,587         789,354 
Selling, general and 
  administrative                55,562          52,501          105,371         97,332          97,813 
- -------------------------------------------------------------------------------------------------------
Total costs and 
  expenses                     644,799         535,443        1,149,266        962,919         887,167 
- -------------------------------------------------------------------------------------------------------

Other operating 
  income                         1,369           1,473            3,206          2,811           1,938 
- -------------------------------------------------------------------------------------------------------
Operating profit: 
  Domestic U.S.                 11,480          20,391           45,732         19,290           1,835 
  International                 10,984           9,389           23,492         18,681          13,283 
- -------------------------------------------------------------------------------------------------------
Operating profit              $ 22,464          29,780           69,224         37,971          15,118 
=======================================================================================================

Depreciation and 
  amortization                $  9,702           8,233           17,209         15,250          14,379 
=======================================================================================================

Cash capital 
 expenditures                 $ 13,500          11,009           23,946         28,253           6,623 
=======================================================================================================

Airfreight shipment 
  growth rate (a)                 6.2%           10.4%             7.6%           4.3%           11.4% 
Airfreight weight 
  growth rate (a): 
  Domestic U.S.                  (4.1%)          21.5%            19.3%          12.5%            6.3% 
  International                  25.1%           24.5%            25.3%          15.8%           43.8% 
  Worldwide                       9.0%           22.9%            22.1%          14.3%           20.7% 
Worldwide airfreight 
  weight (pounds)              644,366         591,257        1,248,541      1,020,428         892,974 
- -------------------------------------------------------------------------------------------------------
Worldwide air- 
  freight shipments              2,538           2,389            4,805          4,530           4,342 
- -------------------------------------------------------------------------------------------------------
Worldwide average 
  airfreight: 
  Yield (revenue 
   per pound)                 $  0.885           0.855            0.868          0.882           0.912 
  Revenue per 
   shipment                   $    225             212              226            199             188 
  Weight per ship- 
   ment (pounds)                   254             247              260            225             206 
=======================================================================================================

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

Operating  profit in the first half of 1995 for Burlington was $22.5 million,  a
$7.3 million  decrease from the $29.8 million  operating  profit reported in the
first half of 1994, which benefited from significant additional domestic freight
as a result of the  nationwide  trucking  strike  which  added an  estimated  $8
million to the second quarter's operating profit. Worldwide revenues rose 18% to
$665.9  million in the current year period from $563.8  million in the first six
months of 1994. The $102.1  million  increase in revenues  resulted  principally
from a 9% increase in worldwide airfreight pounds shipped.

Domestic  airfreight  revenues  decreased by 5% or $14.7 million to $257.8 while
operating  profit  decreased  $8.9 million to $11.5 million in the first half of
1995  compared  to the  first  half of 1994.  These  decreases  were due to a 4%
decrease in domestic volume and a 1% decrease in domestic  yields.  The decrease
in volume was due  primarily  to the impact of the U.S.  trucking  strike in the
second  quarter  of  1994  which  added  substantial  additional  volume  and an
estimated $8 million to operating profit.

International  airfreight  revenues of $312.5 million in the first six months of
1995 were $79.5  million or 34% higher than the $233.0  million  reported in the
prior  year's  first  half.  International  operating  profit  of $11.0  million
increased $1.6 million in the first six months of 1995 compared to the first six
months  of  1994.  These  increases  were  primarily  due to a 25%  increase  in
airfreight  weight  shipped  compared to the prior year period.  The increase in
volume  can  be  largely  attributed  to  improved  economic  conditions  in the
international markets and expansion of company-owned operations.

Other revenue,  which includes import transactions such as customs clearance and
import related  services,  as well as ocean freight  services,  increased 64% or
$37.3 million to $95.6  million,  due to an increase in  international  shipment
volume and a continued expansion of ocean freight services.

Operating profit of Burlington  increased $31.2 million to $69.2 million in 1994
from $38.0 million in 1993.  Worldwide revenues rose 22% to $1.2 billion in 1994
from $998.1 million in the prior year.  The $217.2 million  increase in revenues
resulted  principally  from higher  volume in both  domestic  and  international
markets.

In 1994,  increased  revenues from higher volumes were partially offset by lower
average yields (revenues per pound).  Total airfreight  weight shipped worldwide
increased 22% to 1,248.5  million  pounds in 1994 from 1,020.4  million pounds a
year earlier.  Worldwide average airfreight yield decreased less than 2% or $.01
to $.87 in 1994  compared  with a year  earlier.  Total  operating  expenses and
selling,  general and  administrative  expenses  increased in 1994 compared with
1993 largely resulting from the increased volume of business.

Domestic U.S.  operating  profit of $45.7 million for 1994 benefited from volume
increases  compared to the prior year, a  significant  portion of which was from
increased  shipping  levels.  Such  increases were aided by a strong economy and
limited lift capacity  available to  forwarders.  Higher volume,  in part,  also
reflected  the  impact of the 24 day  Teamsters  strike in 1994.  Domestic  U.S.
operating profit also benefited from growth in the market for heavy  airfreight,
increased  market share,  a shift in mix toward  Burlington's  premium  next-day
service,  and, on a per pound basis,  lower private fleet,  common  carriage and
cartage  costs.  Increased  capacity  as a result  of the  fourth  quarter  1993
expansion of  Burlington's  airfreight hub in Toledo,  Ohio, as well as the 1994
fleet  expansion  assisted in  increasing  efficiency  and  provided  additional
capacity in existing and new next morning markets. Gains from increased business

volume  including  a 19%  increase  in domestic  airfreight  weight  shipped and
efficiencies were partially offset by decreased average yields in 1994.  Average
yields continue to reflect a highly competitive pricing environment.

International operating results of $23.5 million in 1994 increased from the 1993
level.  These  operations   benefited  from  a  25%  increase  in  international
airfreight  weight shipped,  partially offset by lower yields,  additional costs
incurred in connection with offering  complete global  logistics  services,  and
startup  costs  incurred in providing  services in additional  foreign  markets.
Although  export volumes  increased  during 1994,  pricing for U.S.  exports was
adversely impacted by competitive pricing.

Operating profit of Burlington  increased $22.9 million to $38.0 million in 1993
from $15.1 million in 1992. Worldwide revenues increased $97.8 million or 11% to
$998.1  million in 1993 from $900.3  million in 1992.  The  increase in revenues
primarily  reflects  volume  increases  only  partially  offset by lower average
yields.  Total  airfreight  weight  shipped  worldwide for 1993 increased 14% to
1,020.4  million  pounds from 893.0 million  pounds in 1992.  Worldwide  average
airfreight  yield  decreased 3% or $.03 to $.88 in 1993 compared to 1992.  Total
operating expenses increased, while selling, general and administrative expenses
decreased  in 1993  compared  with the prior  year.  Higher  operating  expenses
resulting from the increased volume of business in 1993 were, however, favorably
impacted by  increased  efficiency  in private  fleet  operations  achieved as a
result  of  a  fleet  upgrade  to  DC8-71  aircraft   replacing  B707  aircraft,
accomplished by lease  transactions  at year-end 1992 and in early 1993.  During
the 1993  fourth  quarter,  Burlington  also  completed a 30%  expansion  of its
airfreight  hub  in  Toledo,   Ohio.  This  expansion   assisted  in  increasing
efficiency,  including  higher average  weight  shipped per container.  Selling,
general and  administrative  expenses in 1992 were adversely affected by charges
for costs  related to  organizational  downsizing  in both  domestic and foreign
operations.

Domestic U.S.  operating profit of $19.3 million in 1993 increased compared with
1992 largely due to increased volume and lower  transportation  costs per pound,
partially offset by decreased average yields.  While average yields decreased in
1993 compared with 1992  reflecting a highly  competitive  pricing  environment,
market  improvement  was evident during the last quarter of 1993 as load factors
increased.

International operating results of $18.7 million in 1993 increased compared with
results in 1992. These operations benefited from a 16% increase in international
weight shipped, however, such gains were partially offset by lower yields.

Foreign Operations
- ------------------
A portion of the Burlington Group's financial results is derived from activities
in several  foreign  countries,  each with a local  currency other than the U.S.
dollar.  Because the financial  results of the Burlington  Group are reported in
U.S.  dollars,  they are  affected  by the  changes in the value of the  various
foreign  currencies  in  relation to the U.S.  dollar.  The  Burlington  Group's
international activity is not concentrated in any single currency,  which limits
the  risks of  foreign  currency  rate  fluctuation.  In  addition,  these  rate
fluctuations  may  adversely  affect   transactions  which  are  denominated  in
currencies  other than the functional  currency.  The Burlington Group routinely
enters into such transactions in the normal course of its business. Although the
diversity of its foreign operations

limits the risks associated with such  transactions,  the Company,  on behalf of
the Burlington  Group, uses foreign currency forward contracts to hedge the risk
associated with certain  transactions  denominated in currencies  other than the
functional currency. Realized and unrealized gains and losses on these contracts
are  deferred and  recognized  as part of the specific  transaction  hedged.  In
addition, cumulative translation adjustments relating to operations in countries
with highly  inflationary  economies are included in net income,  along with all
transaction gains or losses for the period.

Additionally,  the  Burlington  Group  is  subject  to other  risks  customarily
associated  with  doing  business  in  foreign  countries,   including  economic
conditions,  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  Burlington  Group  cannot  be
predicted.

Corporate Expenses
- ------------------
A portion of the Company's  corporate  general and  administrative  expenses and
other shared  services has been  allocated  to the  Burlington  Group based upon
utilization  and other  methods and  criteria  which  management  believes to be
equitable and a reasonable  estimate of the cost  attributable to the Burlington
Group.  These  allocations were $2.4 million in the first six months of 1995 and
1994 and $4.7  million,  $4.8 million and $4.3  million in 1994,  1993 and 1992,
respectively.

Other Operating Income
- ----------------------
Other operating  income  decreased $.1 million to $1.4 million in the first half
of 1995 from $1.5  million in the first  half of 1994.  Other  operating  income
increased  $.4  million to $3.2  million  in 1994 from $2.8  million in 1993 and
increased $.9 million in 1993 from $1.9 million in 1992.  Other operating income
principally  includes foreign  exchange  translation  gains and losses,  and the
changes for the  comparable  periods are due to  fluctuations  in such gains and
losses.

Interest Income
- ---------------
Interest  income  increased $1.4 million to $2.0 million in the first six months
of 1995 from $.6  million  in the first six  months  of 1994.  The  increase  is
primarily attributed to $1.5 million of interest income earned from amounts owed
by the Minerals Group in the first six months of 1995.

Interest Expense
- ----------------
Interest  expense for 1994  decreased  $2.3  million to $3.8  million  from $6.1
million and in 1993 interest expense  increased $2.6 million from $3.5 million a
year  earlier.  The decrease in 1994  compared  with 1993 was  primarily  due to
significantly  lower average  borrowings,  a portion of which  resulted from the
redemption  in  April  1994  of  the  Company's  9.2%  Convertible  Subordinated
Debentures.

Other Income (Expense), Net
- ---------------------------
Other net expense improved by $.9 million to a net expense of $.5 million in the
first six  months of 1995 from a net  expense  of $1.4  million in the first six
months of 1994.  In 1994,  other net expense  increased by $1.5 million to a net
expense  of $1.6  million in 1994 from $.1  million  in 1993.  In 1993 other net
expense improved by $.3 million from $.4 million in 1992. In first six months of
1994, $1.2 million of expenses was recognized on the Company's redemption of its
9.2% Convertible Subordinated Debentures, which

was allocated to the Burlington Group.  Other changes for the comparable periods
are largely due to fluctuations in foreign translation losses.

Income Taxes
- ------------
In 1994 the provision for income taxes exceeded the statutory federal income tax
rate of 35%  primarily  due to  provisions  for state  income taxes and goodwill
amortization,  partially  offset by lower taxes on foreign  income.  In 1993 and
1992, the provision for income taxes  exceeded the statutory  federal income tax
rate of 35% in 1993 and 34% in 1992  primarily  because of provisions  for state
income taxes and goodwill amortization.

FINANCIAL CONDITION 

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

Corporate  assets  which  were  allocated  to  the  Burlington  Group  consisted
primarily  of pension  assets and  deferred  income  taxes and amounted to $49.1
million and $13.5 million at December 31, 1994 and 1993, respectively.

Cash Flow Provided By Operating Activities
- ------------------------------------------
In the first six months of 1995 operating  activities used cash of $3.7 million,
while  operating  activities  provided  cash of $44.0  million  in the first six
months of 1994.  The decrease  occurred  principally  as a result of  additional
investment  in  working  capital  at  Burlington.  Such  requirements  primarily
reflected   initial   working  capital  needs  of  recently   acquired   foreign
subsidiaries,  a  relatively  larger  seasonal  volume  increase  and  increased
international revenues, which tend to have longer payment terms.

Cash provided by operating activities totaled $88.5 million in 1994,  increasing
from $26.1 million in 1993.  The net increase in 1994 compared with 1993 was due
to the  increase  in net income in 1994 and a  significant  increase in net cash
provided by operating  assets and  liabilities.  Cash generated from  operations
exceeded cash  requirements  for investing  and financing  activities  including
$55.7  million  loaned to the  Minerals  Group and,  as a result,  cash and cash
equivalents  increased  $5.1  million  during 1994 to a year-end  total of $18.4
million.

Capital Expenditures
- --------------------
Cash  capital  expenditures  for the first  six  months  of 1995  totaled  $13.6
million.  Cash capital expenditures totaled $24.0 million in 1994. An additional
$1.0 million of  expenditures  were made for the year 1994  through  capital and
operating  leases. A portion of the capital  expenditures  made during the first
six months of 1995 included  expenditures to support new airfreight stations and
implementation of positive tracking systems. Capital expenditures were primarily
for replacement and maintenance of current ongoing business operations.

Cash capital expenditures during the first half of 1995 and during the year 1994
were funded by cash flow from operating activities, with any shortfalls financed
through the Company by  borrowings  under its  revolving  credit  agree ments or
short-term  borrowing  arrangements,   which  were  thereby  attributed  to  the
Burlington Group.

Financing
- ---------
Gross capital  expenditures in 1995 are currently expected to increase over 1994
levels.  The  increase  is  expected  to result  largely  from  expenditures  at
Burlington  supporting new airfreight  stations and  implementation  of positive
tracking systems. The Burlington Group intends to fund such expenditures through
cash flow from operating  activities or through  operating  leases if the latter
are  financially  attractive.  Any  shortfalls  will  be  financed  through  the
Company's  revolving credit agreements or short-term  borrowing  arrangements or
borrowings from the Brink's Group or the Minerals Group.

In March 1994, the Company  entered into a $350 million credit  agreement with a
syndicate of banks (the "New  Facility"),  replacing  the  Company's  previously
existing $250 million of revolving credit agreements.  The New Facility includes
a $100  million term loan,  which  matures in May 2000.  The New  Facility  also
permits additional borrowings, repayments and reborrowings of up to an aggregate
of $250  million  until  May  2000.  At June 30,  1995 and  December  31,  1994,
borrowings of $100 million were  outstanding  under the term loan portion of the
New Facility.  Additional borrowings under the remainder of the facility totaled
$28.6  million  and  $9.4  million  at June  30,  1995 and  December  31,  1994,
respectively. Of the total amount outstanding under the New Facility at June 30,
1995 and December 31,  1994,  $23.4  million was  attributed  to the  Burlington
Group.

Debt
- ----
Total debt  outstanding  for the  Burlington  Group amounted to $69.7 million at
June 30, 1995 and $51.6 million at year-end  1994. At June 30, 1995 and December
31, 1994, no portion of such debt was payable to either the Brink's Group or the
Minerals Group.  During the first six months of 1995 cash required for operating
activities  and  investing  activities  was less than amounts  received from the
Minerals  Group,  and as a result,  net cash required  from external  borrowings
totaled $10.2 million. During 1994, cash generated from operations was less than
cash  requirements for investing  activities and funding the Minerals Group, and
as a result, net cash required from external borrowings totaled $1.3 million.

Related Party Transactions
- --------------------------
At June 30, 1995, the Minerals Group owed the Burlington Group $34.6 million,  a
$7.9 million decrease from the $42.5 million owed at December 31, 1994.

At June 30, 1995, the Burlington Group owed the Minerals Group $20.5 million for
tax benefits, of which $14.0 million is expected to be paid within one year.

Off-balance sheet instruments
- -----------------------------
The Burlington Group utilizes various  off-balance sheet financial  instruments,
as discussed  below, to hedge its foreign  currency and other market  exposures.
The risk that  counterparties  to such  instruments  may be unable to perform is
minimized by limiting the  counterparties to major financial  institutions.  The
Burlington Group does not expect any losses due to such counterparty default.

Foreign  currency  forward  contracts - The Company enters into foreign currency
forward contracts with a duration of 30 to 60 days as a hedge

against accounts payable denominated in various  currencies.  These contracts do
not subject the Company to risk due to exchange rate movements because gains and
losses on these contracts  offset losses and gains on the payables being hedged.
At December 31,  1994,  the total  contract  value of foreign  currency  forward
contracts  outstanding was $7.4 million.  As of such date, the fair value of the
foreign currency forward contracts was not significant.

Fuel  contracts  - The  Services  Group  has  hedged a  portion  of its jet fuel
requirements  through a swap contract.  At December 31, 1994, the notional value
of the jet fuel swap, aggregating 12.5 million gallons,  through March 31, 1995,
was $6.5 million.  In addition,  the Company has entered into several  commodity
option transactions that are intended to protect against  significant  increases
in jet fuel prices.  These  transactions,  aggregate 23.3 million gallons with a
notional  value of $15.8 million and are applicable  throughout  1995 in amounts
ranging from 3.5 million  gallons per month in the first  quarter of 1995 to 2.1
million  gallons per month in the fourth  quarter of 1995.  The Company has also
entered  into a  collar  transaction  applicable  to 7.2  million  gallons  that
provides a minimum and maximum per gallon  price.  This  transaction  is settled
monthly based upon the average of the high and low prices during each period.

The fair value of these fuel hedge transactions may fluctuate over the course of
the contract  period due to changes in the supply and demand for oil and refined
products.  Thus,  the economic  gain or loss,  if any,  upon  settlement  of the
contracts may differ from the fair value of the contracts at an interim date. At
December 31, 1994, the fair value of these contracts was not significant.

Interest rate contracts - In connection with the aircraft  leasing by Burlington
in 1993, the Company entered into interest rate cap agreements. These agreements
have a notional  amount of $60 million and cap the  Company's  interest  rate on
certain aircraft leases at 8.5% through April 1, 1996. At December 31, 1994, the
fair value of these contracts was not significant.

Contingent Liabilities
- ----------------------
Under the Coal Industry  Retiree Health Benefit Act of 1992 (the "Health Benefit
Act"),  the  Company  and its  majority-owned  subsidiaries  at July  20,  1992,
including  the  Burlington  Group are  jointly  and  severally  liable  with the
Minerals  Group and the  Brink's  Group for the  costs of health  care  coverage
provided  for by that Act.  For a  description  of the Health  Benefit Act and a
calculation of certain of such costs, see Note 13 to the Company's  consolidated
financial  statements.  At this time, the Company  expects the Minerals Group to
generate sufficient cash flow to discharge its obligations under the Act.

In April 1990,  the  Company  entered  into a  settlement  agreement  to resolve
certain  environmental  claims  against the  Company  arising  from  hydrocarbon
contamination at a petroleum terminal facility  ("Tankport") in Jersey City, New
Jersey, which operations were sold in 1983. Under the settlement agreement,  the
Company  is  obligated  to pay  80% of the  remediation  costs.  Based  on  data
available  to  the  Company  and  its  environmental  consultants,  the  Company
estimates  its  portion of the  cleanup  costs on an  undiscounted  basis  using
existing technologies to be between $6.7 million and $14.1 million over a period
of up to five years.  Management  is unable to determine  that any amount within
that range is a better estimate due to a variety of uncertainties, which include
the extent of the contamination at the site,

the permitted technologies for remediation and the regulatory standards by which
the cleanup will be conducted. The cleanup estimates have been modified in light
of certain regulatory changes promulgated in December 1994.

The Company  commenced  insurance  coverage  litigation  in 1990,  in the United
States  District  Court for the  District of New Jersey,  seeking a  declaratory
judgment  that all  amounts  payable by the  Company  pursuant  to the  Tankport
obligation were reimbursable under comprehensive general liability and pollution
liability  policies  maintained by the Company.  Although the underwriters  have
disputed this claim,  management and its legal counsel  believe that recovery is
probable of  realization  in the full amount of the claim.  This  conclusion  is
based upon, among other things,  the nature of the pollution policies which were
broadly  designed to cover such contingent  liabilities,  the favorable state of
the law in the State of New Jersey  (whose  laws have been found to control  the
interpretation of the policies), and numerous other factual considerations which
support  the  Company's  analysis  of the  insurance  contracts  and  rebut  the
underwriters' defenses.  Accordingly, there is no net liability in regard to the
Tankport obligation.

Dividends
- ---------
The Board intends to declare and pay dividends on Burlington  Stock based on the
earnings,  financial  condition,  cash  flow and  business  requirements  of the
Burlington Group.  Since the Company remains subject to Virginia law limitations
on  dividends  and to dividend  restrictions  in its public debt and bank credit
agreements,  losses by the Minerals  Group or the Brink's Group could affect the
Company's  ability  to  pay  dividends  in  respect  of  stock  relating  to the
Burlington Group.

In January 1994,  the Company  issued  161,000  shares or $80.5 million of a new
series of convertible preferred stock, which is convertible into Minerals Stock,
to finance a portion of a coal acquisition.  While the issuance of the preferred
stock  had no effect  on the  capitalization  of the  Burlington  Group,  annual
cumulative  dividends  of $31.25 per share of  convertible  preferred  stock are
payable  quarterly,  in cash, out of all funds of the Company legally  available
therefore, when, as and if declared by the Board, which commenced March 1, 1994.
Such stock also bears a liquidation  preference of $500 per share plus an amount
equal to accrued and unpaid dividends thereon.

                                                                     ANNEX VIII 
                              THE PITTSTON COMPANY

                            Description of Businesses

As used herein, the "Company" includes The Pittston Company ("Pittston") and its
direct and indirect subsidiaries,  except as otherwise indicated by the context.
The Company's  reportable industry segments for 1994 are Burlington Air Express,
Brink's,  BHS,  Coal  and  Mineral  Ventures.  See  Note  16  to  the  Company's
Consolidated  Financial Statements set forth in Annex IX hereto. The information
set forth with respect to  "Business"  and  "Properties"  is as of June 30, 1995
except where an earlier or later date is expressly stated. Nothing herein should
be considered as implying that such  information is correct as of any date other
than June 30, 1995, except as so stated or indicated by the context.

Activities  relating to the Burlington  segment are carried on by Burlington Air
Express  Inc.  and  its  subsidiaries  and  certain  affiliates  and  associated
companies in foreign countries (together, "Burlington").  Activities relating to
the  Brink's  segment  (which  includes  armored  car,  air  courier and related
services)  are  carried on by Brink's,  Incorporated  and its  subsidiaries  and
certain  affiliates and  associated  companies in foreign  countries  (together,
"Brink's").  Activities  relating  to the BHS  segment are carried on by Brink's
Home Security, Inc. ("BHS"). Activities relating to the Coal segment are carried
on by certain subsidiaries (together,  "Coal operations") of the Company engaged
in the mining,  preparation  and marketing of bituminous  coal,  the purchase of
coal for  resale and the sale and  leasing  of coal lands to others.  Activities
relating to Mineral Ventures are carried on by Pittston Mineral Ventures Company
and its subsidiaries.

The Company has a total of approximately 24,300 employees. 

PITTSTON SERVICES GROUP

Pittston  Services Group (the "Services  Group") consists of the air freight and
logistics management services of Burlington, the armored car business of Brink's
and the home security business of BHS.

BURLINGTON

General
- -------
Burlington is primarily  engaged in North American  overnight and  international
time  definite air and sea  transportation,  freight  forwarding  and  logistics
management  services and  international  customs  brokerage.  In conducting  its
forwarding business, Burlington generally picks up or receives freight shipments
from its customers, consolidates the freight of various customers into shipments
for common  destinations,  arranges for the  transportation  of the consolidated
freight to such destinations  (using either commercial  carriers or, in the case
of most of its domestic and Canadian  shipments,  its own aircraft fleet and hub
sorting  facility)  and,  at  the  destinations,  distributes  the  consolidated
shipments  and  effects  delivery to  consignees.  In  international  shipments,
Burlington also frequently acts as customs broker  facilitating the clearance of
goods through  customs at  international  points of entry.  Burlington  provides
transportation  customers  with  logistics  services and operates  warehouse and
distribution facilities in several countries.

Burlington  specializes  in highly  customized  global  freight  forwarding  and
logistics  services.  It has concentrated on providing service to customers with
significant  logistics needs,  such as manufacturers of computer and electronics
equipment.  Burlington  offers its  customers  a variety of service  and pricing
alternatives  for  their  shipments,  such  as  overnight  delivery,  second-day
delivery or deferred service in North America.

Internationally,  Burlington  offers a similar  variety of services  with ocean,
door-to-door   delivery  and  standard  and  expedited  air  freight   services.
Worldwide, a variety of ancillary services, such as shipment tracking, inventory
control and management reports are also provided.

Burlington  provides air freight  service to all major United  States  cities as
well as most foreign countries through its network of company-operated  stations
and agent locations in 117 countries.  Burlington markets its services primarily
through  its  direct  sales  force and also  employs  other  marketing  methods,
including  print media  advertising  and direct mail  campaigns.  The pickup and
delivery of freight are accomplished principally by independent contractors.

Burlington's computer system, ARGUS+(Copyright), is a satellite-based, worldwide
communications  system which, among other things,  provides continuous worldwide
tracking and tracing of shipments  and various data for  management  information
reports,  enabling customers to improve efficiency and control costs. Burlington
also  utilizes  an image  processing  system to  centralize  airbill and related
document  storage  in  Burlington's  computer  for  automated  retrieval  by any
Burlington  office.  Burlington  is in the  process  of  developing  a  positive
tracking system that will utilize bar code technology and hand-held scanners.

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

Aircraft Operations
- -------------------
Burlington  utilizes a fleet of 34 leased aircraft providing regularly scheduled
service throughout the United States and certain destinations in Canada from its
freight  sorting  hub in  Toledo,  Ohio.  Burlington's  fleet  is also  used for
charters and to serve other  international  markets from time to time. The fleet
and hub are  primarily  dedicated to  providing  reliable  next-day  service for
domestic  and  Canadian air cargo  customers.  At December 31, 1994,  Burlington
utilized 15 DC8's  (including  ten DC8-71  aircraft) and two B727's under leases
for terms expiring  between 1995 and 1999.  Seventeen  additional cargo aircraft
including two DC8-71 and six B727-200  aircraft were under lease at December 31,
1994,  for  terms of less  than two  years.  Based on the  current  state of the
aircraft  leasing  market,  Burlington  believes that it should be able to renew
these leases or enter into new leases on terms  reasonably  comparable  to those
currently in effect.  Pittston has  guaranteed  Burlington's  obligations  under
certain of these leases covering six aircraft.  The actual operation and routine
maintenance of the aircraft leased by Burlington is contracted out, normally for
two- to three-year terms, to federally  certificated  operators which supply the
pilots and other flight services.

The nightly lift capacity in operation at December 31, 1994,  was  approximately
2.4 million  pounds,  calculated on an average freight density of 7.5 pounds per
cubic foot.  Burlington's nightly lift capacity varies depending upon the number
and type of planes  operated by Burlington  at any  particular  time.  Including
trucking capacity available to Burlington,  the aggregate cargo capacity through
the hub at December 31, 1994, was approximately 3.3 million pounds.

Under its aircraft leases, Burlington is generally responsible for all the costs
of operating and maintaining the aircraft,  including any special maintenance or
modifications which may be required by Federal Aviation  Administration  ("FAA")
regulations or orders. See "Government  Regulation"  below. In 1994,  Burlington
spent  approximately  $15 million on routine heavy  maintenance  of its aircraft
fleet. Burlington has made provision in its

financial  statements for the expected costs associated with aircraft operations
and  maintenance  which  it  believes  to be  adequate;  however,  unanticipated
maintenance  costs or required  aircraft  modifications  could adversely  affect
Burlington's profitability.

The average  airframe  age of the fleet leased by  Burlington  under leases with
terms longer than two years is 28 years,  although  factors other than age, such
as cycles (i.e., numbers of takeoffs and landings) can have a significant impact
on an aircraft's  serviceability.  Generally,  cargo aircraft tend to have fewer
cycles than passenger  aircraft over  comparable  time periods because they have
fewer flights per day and longer flight segments.

Fuel  costs  are  a  significant   element  of  the  total  costs  of  operating
Burlington's  aircraft fleet.  For each one cent per gallon increase or decrease
in the price of jet fuel,  Burlington's  airline operating costs may increase or
decrease  approximately  $60,000 per month.  In order to protect  against  price
increases  in jet fuel,  from time to time  Burlington  enters into  hedging and
other agreements, including swap contracts and options.

Fuel prices are subject to the world, as well as local, market conditions. It is
not possible to predict the impact of future  conditions on fuel prices and fuel
availability.  Competition in the airfreight  industry is such that no assurance
can be given that any future  increases in fuel costs  (including taxes relating
thereto) will be recoverable in whole or in part from customers.

Burlington  has a lease  expiring in October 2013 with the  Toledo-Lucas  County
Port  Authority  covering its freight  sorting hub and related  facilities  (the
"Hub")  at  Toledo  Express  Airport  in  Ohio.  The  Hub  consists  of  various
facilities,  including a technologically advanced material handling system which
is capable of sorting approximately one million pounds of freight per hour.

Customers
- ---------
Burlington's domestic and foreign customer base includes thousands of industrial
and  commercial  shippers,  both large and  small.  Burlington's  customer  base
includes major  companies in the  automotive,  computer,  electronics,  fashion,
pharmaceutical and other industries where rapid delivery of high-value  products
is required.  In 1994,  Burlington's  largest single customer accounted for less
than 3% of its total  worldwide  revenues.  Burlington  does not have long-term,
noncancellable contracts with any of its customers.

Competition
- -----------
The air and sea  freight  forwarding  and  logistics  industry  has  been and is
expected to remain highly competitive. The principal competitive factors in both
domestic  and   international   markets  are  price,   the  ability  to  provide
consistently  fast and reliable delivery of shipments and the ability to provide
ancillary  services such as  warehousing,  distribution,  shipment  tracking and
sophisticated  information  systems  and  reports.  There  is  aggressive  price
competition in the domestic air freight market, particularly for the business of
high volume  shippers.  Burlington  competes with other  integrated  air freight
companies  that  operate  their  own  aircraft,  as  well as  with  air  freight
forwarders,   express   delivery   services,   passenger   airlines   and  other
transportation  companies.  Domestically,  Burlington also competes with package
delivery  services  provided  by  ground  transportation  companies,   including
trucking firms and surface freight forwarders, which offer specialized overnight
services within limited  geographical areas. As a freight forwarder to, from and
within international markets,  Burlington also competes with government-owned or
subsidized  passenger  airlines  and  ocean  shipping  companies.  In  logistics
services, Burlington competes with many third party logistics providers.

Government Regulation
- ---------------------
The air  transportation  industry  is subject to  Federal  regulation  under the
Federal  Aviation Act of 1958,  as amended,  and pursuant to that  statute,  the
Department of  Transportation  ("DOT") may exercise  regulatory  authority  over
Burlington.  Although  Burlington  itself  is  exempt  from  most  DOT  economic
regulations  because  it is an  air  freight  forwarder,  the  operation  of its
aircraft is subject directly or indirectly to FAA  airworthiness  directives and
other safety  regulations  and its Toledo,  Ohio,  hub  operations  are directly
affected by the FAA.

Federal  statutes  authorize the FAA, with the  assistance of the  Environmental
Protection  Agency ("EPA"),  to establish  aircraft noise  standards.  Under the
National  Emissions  Standards  Act of 1967,  as  amended  by the  Clean Air Act
Amendments  of 1970,  and the Airport Noise and Capacity Act of 1990 (the "Noise
Act"), the administrator of the EPA is authorized to issue  regulations  setting
forth  standards  for  aircraft  emissions.   Although  the  Federal  government
generally  regulates  aircraft noise, local airport operators may, under certain
circumstances,   regulate   airport   operations   based   on   aircraft   noise
considerations.  If airport  operators  were to restrict  arrivals or departures
during  certain  nighttime  hours to reduce or eliminate  air traffic  noise for
surrounding home areas at airports where  Burlington's  activities are centered,
Burlington would be required to serve those airports with Stage III equipment.

The Noise Act requires that aircraft not complying with  Stage III  noise limits
be phased out by December 31,  1999. The Secretary of Transportation may grant a
waiver if it is in the public  interest  and if the  carrier has at least 85% of
its aircraft in compliance with Stage III noise levels by July 1,  1999, and has
a plan with firm  orders for making all of its  aircraft  comply with such noise
levels not later than  December 31,  2003. No waiver may permit the operation of
Stage II aircraft in the United States after December 31, 2003.

The  Noise  Act  requires  the FAA to  promulgate  regulations  setting  forth a
schedule  for the gradual  phase-out of Stage II  aircraft.  The FAA has adopted
rules  requiring  each  "U.S. operator"  to reduce  the  number of its  Stage II
aircraft by 25% by the end of 1994, by 50% by the end of 1996, and by 75% by the
end of 1998.

The Noise Act imposes  certain  conditions and limitations on an airport's right
to impose new noise or access  restrictions  on Stage II and Stage III  aircraft
but exempts present and certain proposed regulations from those requirements.

Twelve of the 17 aircraft in  Burlington's  fleet held under  longer term leases
now comply with the  Stage III  limits.  Through  1999,  Burlington  anticipates
either  modifying or  hush-kitting  two DC8-63  aircraft which  currently do not
comply with  Stage III  limits,  leasing  additional  aircraft  that do not meet
Stage III limits and hush-kitting such planes as required, or acquiring aircraft
that  meet  Stage III  noise  standards.  Burlington  projects  that the cost of
modifying or hush-kitting  the remaining  aircraft with remaining lease terms of
more than two years in its fleet would range from  $5 million to  $10 million in
the aggregate.  In the event that additional  expenditures  would be required or
costs were to be incurred at a rate faster than  expected,  Burlington  could be
adversely affected. Ten of the DC8 cargo aircraft leased by Burlington have been
re-engined with CFM 56-2C1 engines which comply with Stage III noise standards.

Ground   transportation  and  logistics  services  provided  by  Burlington  are
generally  exempt  from  regulation  by  the  Interstate  Commerce   Commission.
Burlington, however, is subject to various other requirements and regulations in
connection  with the operation of its motor vehicles,  including  certain safety
regulations promulgated by DOT and state agencies.

International Operations
- ------------------------
Burlington's  international  operations  accounted for  approximately 53% of its
revenues in 1994. Included in international operations are export shipments from
the United States.

Burlington is continuing to develop import/export and logistics business between
shippers and consignees in countries  other than the United  States.  Burlington
currently serves most foreign countries, 117 of which are served by Burlington's
network of company-operated stations and agent locations.  Burlington has agents
and sales  representatives in many overseas locations,  although such agents and
representatives are not subject to long-term, noncancellable contracts.

A  significant  portion  of  Burlington's  financial  results  is  derived  from
activities in several foreign  countries,  each with a local currency other than
the U.S.  dollar.  Because the financial  results of Burlington  are reported in
U.S.  dollars,  they are  affected  by the  changes in the value of the  various
foreign  currencies in relation to the U.S. dollar.  Burlington's  international
activity is not concentrated in any single  currency,  which limits the risks of
foreign rate  fluctuation.  In addition,  foreign currency rate fluctuations may
adversely affect transactions which are denominated in currencies other than the
functional  currency.  Burlington routinely enters into such transactions in the
normal course of its business.  Although the diversity of its foreign operations
limits the risks  associated  with such  transactions,  Burlington  uses foreign
exchange   forward   contracts  to  hedge  the  risk   associated  with  certain
transactions  denominated in currencies other than the functional  currency.  In
addition,  Burlington  is  subject  to  the  risks  customarily  attendant  upon
operations  owned by United  States  companies in  countries  outside the United
States,  including  local  economic  conditions,  controls  on  repatriation  of
earnings  and  capital,  nationalization,   expropriation  and  other  forms  of
restrictive  action by local  governments.  The future  effects of such risks on
Burlington cannot be predicted.

Employee Relations
- ------------------
Burlington and its subsidiaries have approximately 6,500 employees worldwide, of
whom  about  1,400  are  classified  as  part-time.  Approximately  200 of these
employees  (principally  customer  service,  clerical  and/or  dock  workers) in
Burlington's stations at John F. Kennedy Airport,  New York; Newark, New Jersey;
Secaucus,  New  Jersey;   Minneapolis,   Minnesota;   and  Toronto,  Canada  are
represented  by  labor  unions,  which in most  cases  are  affiliated  with the
International  Brotherhood of Teamsters.  The collective  bargaining  agreements
covering such employees expire at various times in 1995 and 1996. Burlington has
not  experienced  any  significant  strike or work  stoppage to date in 1995 and
considers its employee relations satisfactory.

Substantially   all  of  Burlington's   cartage   operations  are  conducted  by
independent contractors,  and the flight crews for its aircraft are employees of
the independent airline companies which operate such aircraft.

Properties
- ----------
Burlington  operates 258 (112  domestic  and 146  international)  stations  with
Burlington  personnel,  and  has  agency  agreements  at an  additional  230 (57
domestic  and 173  international)  stations.  These  stations  are located  near
primary  shipping  areas,  generally  at or near  airports.  Burlington-operated
stations,  which generally include office space and warehousing facilities,  are
located in 47 states and Puerto Rico. Burlington-operated facilities are located
in 26  countries.  Most  stations  serve  not only  the  city in which  they are
located,  but also  nearby  cities  and towns.  Nearly  all  Burlington-operated
stations are held under lease.  The Hub in Toledo,  Ohio,  is held under a lease
expiring  in 2013,  with rights of renewal for three  five-year  periods.  Other
facilities, including the corporate headquarters in Irvine, California, are held
under leases having terms of one to ten years.

Burlington  owns or  leases,  in the  United  States  and  Canada,  a  fleet  of
approximately 220 automobiles as well as 170 vans and trucks utilized in station
work  or  for  hauling  freight  between  airport  facilities  and  Burlington's
stations.

BRINK'S 

General
- -------
The major  activities  of Brink's are  contract-carrier  armored car,  automated
teller machine  ("ATM"),  air courier,  coin wrapping,  and currency and deposit
processing services. Brink's serves customers through 145 branches in the United
States and 39 branches in Canada. Service is also provided through subsidiaries,
affiliates  and associated  companies in 45 countries  outside the United States
and Canada.  These  international  operations  contributed  approximately 40% of
Brink's total  reported 1994 operating  profit.  Brink's  ownership  interest in
these companies  varies from  approximately  5% to 100%; in some instances local
laws limit the extent of Brink's interest.

Representative  customers include banks, commercial  establishments,  industrial
facilities,  investment  banking and brokerage  firms and  government  agencies.
Brink's provides its  individualized  services under separate contracts designed
to meet the distinct  transportation and security requirements of its customers.
These  contracts  are  usually  for an  initial  term of one year or  less,  but
generally continue in effect thereafter until canceled by either party.

Brink's armored car services include transportation of money from industrial and
commercial  establishments  to banks for deposit,  and  transportation of money,
securities and other negotiable items and valuables  between  commercial  banks,
Federal  Reserve  Banks and their  branches and  correspondents,  and  brokerage
firms.  Brink's also transports new currency,  coins and precious metals for the
United  States  Mint,  the Federal  Reserve  System and the Bank of Canada.  For
transporting  money and other  valuables over long  distances,  Brink's offers a
combined  armored car and air courier  service linking many cities in the United
States and  abroad.  Brink's  does not own or  operate  any  aircraft,  but uses
regularly  scheduled or chartered  aircraft in  connection  with its air courier
services.

In addition to its armored car pickup and delivery  services,  Brink's  provides
payroll services, change services, coin wrapping services,  currency and deposit
processing services,  automated teller machine services,  safes and safe control
services, check cashing and pickup and delivery of valuable air cargo shipments.
In certain geographic areas Brink's transports  canceled checks between banks or
between a clearing  house and its member banks.  Brink's is developing a product
called CompuSafe  (Trademark) designed to streamline the handling and management
of cash receipts for the convenience  store and gas station market.  Pilot tests
are under way in several test markets in the United States.

Brink's  operates a worldwide  specialized  diamond  and jewelry  transportation
business and has offices in the major diamond and jewelry  centers of the world,
including Antwerp, Tel Aviv, Hong Kong, New York, Bombay and Tokyo.

A wholly owned  subsidiary,  Brink's SFB Solutions,  Inc.,  operates a business,
acquired in 1992,  that develops highly  flexible  deposit  processing and vault
management  software  systems for the  financial  service  industry  and its own
locations.  Brink's  offers a total  processing  package  and the ability to tie
together a full range of cash vault, ATM, transportation,  storage,  processing,
inventory   management  and  reporting  services.   Brink's  believes  that  its
processing and information  capabilities  differentiate its currency and deposit
processing services from its competitors and enable Brink's to take advantage of
the trend by banks,  retail  business  establishments  and  others to  outsource
vaulting and cash room operations.

Brink's  activities  outside of North America are organized  into three regions:
Europe,  Latin America and Asia/Pacific.  In Europe wholly owned subsidiaries of
Brink's  operate in  Switzerland  and the United  Kingdom and in the diamond and
jewelry  business in Belgium,  Italy and the United  Kingdom.  Brink's has a 70%
interest  in a  subsidiary  in Israel,  a 65%  general  partnership  interest in
Brink's-Nedlloyd  VOF in the Netherlands and a majority interest in a subsidiary
in Greece.  Brink's also has  ownership  interests  ranging from 24.5% to 50% in
affiliates operating in Belgium,  France,  Germany,  Ireland,  Italy, Jordan and
Luxembourg.  In Latin  America a wholly  owned  subsidiary  operates  in Brazil.
Brink's  owns a 60%  interest  in  subsidiaries  in Chile and  Bolivia and a 20%
interest in a Mexican company, Servicio Pan Americano de Proteccion, S.A., which
operates one of the world's largest security  transportation  services with over
1,700 armored vehicles.  Brink's also has ownership interests ranging from 5% to
49% in affiliates  operating in Colombia,  Panama,  Peru and  Venezuela.  In the
Asia/Pacific  region a wholly owned subsidiary of Brink's operates in Australia,
and  majority  owned  subsidiaries  operate in Hong Kong,  Japan and  Singapore.
Brink's  also has  minority  interests  in  affiliates  in India,  Pakistan  and
Thailand and a 50% ownership interest in an affiliate in Taiwan.

Competition
- -----------
Brink's is the oldest and  largest  armored  car  service  company in the United
States and most of the  countries  it  operates  in. The  foreign  subsidiaries,
affiliates  and  associates  of Brink's  compete with  numerous  armored car and
courier  service  companies in many areas of  operation.  In the United  States,
Brink's  presently  competes with two companies which operate numerous  branches
nationally and with many regional and smaller local companies.  Brink's believes
that its  service,  high  quality  insurance  coverage  and  company  reputation
(including the name "Brink's") are important  competitive factors.  However, the
cost of service is in many  instances  the  controlling  factor in obtaining and
retaining  customers.  While  Brink's cost  structure is generally  competitive,
certain  competitors of Brink's have lower costs  primarily as a result of lower
wage and benefit levels.

See also "Government Regulation" below. 

Service Mark, Patents and Copyrights
- ------------------------------------
Brink's is a  registered  service  mark of Brink's,  Incorporated  in the United
States  and in  certain  foreign  countries.  The  Brink's  mark and name are of
material significance to Brink's business.  Brink's owns patents with respect to
certain coin sorting and counting  machines and armored  truck  design.  Brink's
holds copyrights on certain software systems developed by Brink's.

Insurance
- ---------
Brink's  carries  insurance  coverage  for  losses.   Insurance  policies  cover
liability  for loss of various  types of property  entrusted to Brink's from any
cause except war and nuclear risk.  The various  layers of insurance are covered
by different groups of participating underwriters. Such insurance is obtained by
Brink's at rates and upon terms negotiated  periodically  with the underwriters.
The loss  experience  of Brink's and, to some  extent,  other  armored  carriers
affects  premium  rates  charged to  Brink's.  A  significant  hardening  of the
insurance  market  coupled with  industry  loss  experience  in recent years has
resulted  in  premium  increases.  The  availability  of  quality  and  reliable
insurance  coverage is an  important  factor in the ability of Brink's to obtain
and retain customers. Quality insurance is available to Brink's in major markets
although the premiums  charged are subject to  fluctuations  depending on market
conditions.  Less expensive  armored car and air courier  all-risk  insurance is
available,   but  these  policies  typically  contain   unacceptable   operating
warranties and limited customer protection.

Government Regulation
- ---------------------
As an interstate carrier,  Brink's is subject to regulation in the United States
by the Interstate Commerce Commission ("ICC"). ICC jurisdiction includes,  among
other things,

authority   over  the  issuance  of  operating   rights  to  transport   various
commodities.  The  operations  of Brink's are also subject to  regulation by the
United States Department of  Transportation  with respect to safety of operation
and equipment.  Intrastate and intraprovince operations in the United States and
Canada  are  subject  to  regulation  by  state  and by  Canadian  Dominion  and
provincial regulatory  authorities.  Recent federal legislation may further ease
entry  requirements  for armored car and other companies in domestic  markets by
essentially  limiting ICC and State  oversight to issues of safety and financial
responsibility.

Employee Relations
- ------------------
Brink's  has   approximately   7,900  employees  in  North  America   (including
approximately  3,000 classified as part-time  employees),  of whom approximately
60% are members of armored car crews.  Brink's has approximately 6,000 employees
outside  North  America.  In the United  States,  two  locations  are covered by
collective bargaining  agreements.  At June 30, 1995, Brink's was a party to two
United  States and  thirteen  Canadian  collective  bargaining  agreements  with
various local unions covering approximately 1,195 employees,  of whom 1,183 (for
the most part members of unions affiliated with the International Brotherhood of
Teamsters)  are  employees  in  Canada.  Negotiations  are  continuing  for  one
agreement that expired in 1994. One agreement  expired in 1995 and the remainder
will expire thereafter.

Brink's  experienced  a nine-week  strike in British  Columbia in 1994 which was
settled on favorable terms.  Brink's experienced a five day strike in Ontario in
1995 which was settled on favorable  terms.  Brink's  believes that its employee
relations are generally satisfactory.

Properties
- ----------
Brink's owns 24 branch  offices and holds under lease an  additional  185 branch
offices,  located in 38 states,  the District of Columbia,  the  Commonwealth of
Puerto Rico and nine Canadian provinces.  Such branches generally include office
space and garage or vehicle terminals, and serve not only the city in which they
are located but also nearby cities.  Brink's  corporate  headquarters in Darien,
Connecticut, is held under a lease expiring in 2000, with an option to renew for
an additional  five-year period. The leased branches include 100 facilities held
under  long-term  leases,  while  the  remaining  85  branches  are  held  under
short-term leases or month-to-month tenancies.

Brink's owns or leases,  in the United  States and Canada,  approximately  1,800
armored  vehicles,  230 panel trucks and 225 other  vehicles which are primarily
service cars. In addition,  approximately  3,100 Brink's-owned safes are located
on  customers'   premises.   The  armored   vehicles  are  of   bullet-resistant
construction and are specially designed and equipped to afford security for crew
and cargo.  Brink's subsidiaries and affiliated and associated companies located
outside  the United  States  and  Canada  operate  approximately  4,300  armored
vehicles.

BHS 

General
- -------
BHS  is  engaged  in  the  business  of  installing,  servicing  and  monitoring
electronic   security  systems   primarily  in   owner-occupied,   single-family
residences.  At June 30, 1995, BHS was monitoring approximately 347,000 systems,
including  38,200 new subscribers  since December 31, 1994, and was servicing 48
metropolitan  areas in 29 states,  the District of Columbia  and Canada.  One of
these areas was added during 1995.

BHS markets its alarm  systems  primarily  through  media  advertising,  inbound
telemarketing and a direct sales force. BHS also markets its systems directly to
home builders and has entered into several contracts which extend through 1995.

BHS  employees  install  and  service  the  systems  from  local  BHS  branches.
Subcontractors  are utilized in some service areas. BHS does not manufacture any
of the  equipment  used in its security  systems;  instead,  it  purchases  such
equipment from a small number of suppliers. Equipment inventories are maintained
at each branch office.

BHS's security  system consists of sensors and other devices which are installed
at a customer's  premises.  The equipment is designed to signal intrusion,  fire
and medical  alerts.  When an alarm is triggered,  a signal is sent by telephone
line to BHS's central  monitoring  station near Dallas,  Texas.  The  monitoring
station  has  been  designed  and  constructed  to meet  the  specifications  of
Underwriters'  Laboratories,  Inc.  ("UL")  and  is UL  listed  for  residential
monitoring.  A backup monitoring center in Arlington,  Texas, protects against a
catastrophic  event  at  the  primary  monitoring  center.  In the  event  of an
emergency,  such as fire, flood, major interruption in telephone service, or any
other  calamity  affecting the primary  facility,  monitoring  operations can be
transferred to the backup facility.

BHS's alarm service contracts contain provisions limiting BHS's liability to its
customers. Courts have, from time to time, upheld such provisions, but there can
be no  assurance  that the  limitations  contained in BHS's  agreements  will be
enforced according to their terms in any or all cases. The nature of the service
provided by BHS potentially exposes it to greater risks of liability than may be
borne by other service  businesses.  However,  BHS has not experienced any major
liability  losses.  BHS carries  insurance of various types,  including  general
liability  and  errors and  omissions  insurance,  to  protect  it from  product
deficiencies  and negligent  acts of its employees.  Certain of BHS's  insurance
policies  and the laws of some states limit or prohibit  insurance  coverage for
punitive or certain other kinds of damages arising from employees' misconduct.

Regulation
- ----------
BHS and its personnel are subject to various  Federal,  state and local consumer
protection, licensing and other laws and regulations. BHS's business relies upon
the use of telephone lines to communicate  signals,  and telephone companies are
currently  regulated  by both the Federal and state  governments.  BHS's  wholly
owned Canadian  subsidiary,  Brink's Home Security Canada Limited, is subject to
the laws of Canada,  British Columbia and Vancouver.  The alarm service industry
has experienced a high incidence of false alarms in some communities,  including
communities  in which BHS operates.  This has caused some local  governments  to
impose  assessments,  fines and  penalties  on  subscribers  of alarm  companies
(including  BHS)  based  upon the number of false  alarms  reported.  There is a
possibility that at some point some police  departments may refuse to respond to
calls from alarm companies which would  necessitate that private response forces
be used to respond to alarm signals.  Regulation of installation  and monitoring
of fire detection devices has also increased in several markets.

Competition
- -----------
BHS  competes  in many of its  markets  with  numerous  small  local  companies,
regional companies and several large national firms. BHS believes that it is one
of the leading  firms  engaged in the  business  of  installing,  servicing  and
monitoring  electronic  security systems in the single-family  home marketplace.
BHS offers a lower  initial  price than many of its  competitors,  although,  in
recent years competition has greatly intensified in all of BHS markets.  Several
significant  competitors offer installation  prices which match or are less than
BHS prices; however, many of the small local competitors in BHS markets continue
to charge  significantly more for installation.  The regional  telecommunication
companies could become  significant  competitors in the home security  business,
depending on regulatory  developments  affecting those  companies.  BHS believes
that the  quality  of its  service  compares  favorably  with that  provided  by
competitors  and that the Brink's name and reputation  also provide an important
competitive advantage.

Employees
- ---------
BHS has approximately  1,400 employees,  none of whom is covered by a collective
bargaining agreement. BHS believes that its employee relations are satisfactory.

Properties
- ----------
BHS operates from 41 leased offices and warehouse  facilities  across the United
States.  All premises  protected  by BHS alarm  systems are  monitored  from its
central monitoring station in suburban Dallas which is held by BHS under a lease
expiring in 1996. The adjacent  National Support Center,  where  administrative,
technical, and marketing services are performed to support branch operations, is
also held under a lease  expiring in 1996.  The lease for the backup  monitoring
center in Arlington, Texas, expires in 1998. BHS retains ownership of nearly all
the approximately 347,000 systems currently being monitored.  BHS leases all the
vehicles used for installation and servicing of its security systems.

PITTSTON MINERALS GROUP

Pittston  Minerals  Group (the  "Minerals  Group") is  primarily  engaged in the
mining,  preparation  and marketing of coal, the purchase of coal for resale and
the sale or leasing of coal lands to others  through  its Coal  operations.  The
Minerals  Group also  explores for and acquires  mineral  assets other than coal
through its Pittston  Mineral  Ventures  Company  ("PMV")  operations,  although
revenues from such activities currently represent less than 2% of Minerals Group
revenues.

COAL OPERATIONS 

General
- -------
Coal operations produces coal from approximately 24 company-operated surface and
deep mines located in Virginia,  West  Virginia,  eastern  Kentucky and Ohio for
consumption in the steam and metallurgical markets. Steam coal is sold primarily
to utilities and  industrial  customers  located in the eastern  United  States.
Metallurgical  coal is sold to steel and coke  producers  primarily  located  in
Japan, Korea, the United States, Europe, the Mediterranean basin and Brazil.

Coal operations'  strategy is to develop its business as a low-cost  producer of
steam coal and to maintain its presence in the metallurgical coal markets.  Coal
operations  has  substantial  reserves of low sulphur coal which can be produced
primarily from surface mines.  Steam coal is sold primarily to domestic  utility
customers  through  long-term  contracts which have the effect of moderating the
impact of short-term market  conditions.  Most of the steam coal consumed in the
United States is used to generate  electricity.  Coal fuels approximately 500 of
the nation's 3,000 electric power plants, with larger facilities  consuming more
than 10,000 tons of coal daily. In 1993 coal accounted for  approximately 56% of
the electricity generated by the electric utility industry having increased from
approximately  54% in 1983.  Given the absence of any new nuclear  power  plants
under construction and the impact of certain environmental legislation mandating
lower  sulphur  emissions by power  plants,  Coal  operations  believes that its
production of low sulphur steam coals should be well matched to market dynamics.
In addition,  reduction in governmental  subsidies for coal production in Europe
may  provide   opportunities   for  Coal   operations   to  utilize  its  export
infrastructure to penetrate this market as well. This year, Coal operations will
make its first export steam shipments into Europe since the early 1980's.

By contrast,  the market for  metallurgical  coal,  for most of the past fifteen
years,  has been  characterized  by weak demand from primary steel producers and
intense  competition from foreign coal producers,  especially those in Australia
and Canada who had benefited

over this period from a declining  currency value versus the U.S. dollar,  since
coal sales contracts are denominated in U.S. dollars.  Metallurgical  coal sales
contracts typically are subject to annual price  renegotiation,  which increases
the exposure to market  forces.  Nonetheless,  it appears that beginning in late
1994 reductions in the supply of metallurgical coal and improved operating rates
for  primary  steel  producers  in Japan and Europe  have  improved  the current
supply-demand  balance for  metallurgical  coal,  and have  created some current
shortages  of  certain  high-quality  mid-volatile   metallurgical  coals.  Coal
operations  achieved  a more  than $4 per  ton  increase  on  pricing  with  its
principal  metallurgical  export coal  customers for the contract year beginning
April 1,  1995.  These price increases have the effect of realigning  pricing to
levels in effect prior to last year's unusually large decline.  Coal operations,
given its  significant  reserves  of  metallurgical  coal,  long  term  customer
relations  and export  infrastructure,  expects to maintain  its presence in the
metallurgical coal business.

Since 1986, Coal  operations has pursued its strategy  through a combination of:
(i) selected acquisitions of steam coal assets and related sales contracts; (ii)
development of lower-cost  surface mines; and (iii)  divestiture and closures of
uneconomical coal mining  operations.  For example,  since 1993, Coal operations
has  opened  three  large  surface  mines  in  the  vicinity  of its  Rum  Creek
preparation  and loading complex in West Virginia and has upgraded that facility
to load  10,000 ton  unit-trains  in four  hours.  The three  mines and  loading
facility  have the  capability  of  producing,  blending  and loading  over five
million tons of steam coal annually.  In March of 1992, Coal operations acquired
from  Addington  Resources,  Inc.("Addington")  for  $42.7 million  in cash, two
long-term  contracts  to  supply  steam  coal to a  utility  as well as  certain
highwall  mining  systems.  Subsequently,  in January of 1994,  Coal  operations
acquired  substantially  all of the remaining  coal mining  operations  and coal
sales contracts of Addington,  adding  approximately  8.5 million tons of annual
low sulphur steam coal production and sales and providing additional reserves of
surface mineable low sulphur coal. The sales contracts  acquired,  some of which
continue in excess of five  years,  provide a broader  base of domestic  utility
customers.

In 1992, Coal operations sold Sewell Coal Company, which had conducted deep mine
metallurgical  coal  operations,  and sold certain  other coal reserves and coal
lands;  in  February  1993 Coal  operations  sold a coal  preparation  plant and
related interests in land, equipment and facilities in Stone,  Kentucky, as well
as  certain  coal  lands and mining  rights  for  $24 million  in cash and other
property.  In early 1995, Coal operations closed its McClure River longwall mine
and preparation  facility which had produced  metallurgical  coal for the export
market. The significant  investment  required to maintain this mine could not be
justified given the uncertain nature of the metallurgical  coal market. In March
1995,  Coal operations sold to Zither Mining certain Upper Freeport and Redstone
reserves for $4.8 million in cash and a note. Also, in June 1995,  substantially
all of the Kentland-Elkhorn Coal Corporation coal reserves were surrendered back
to the lessor, Kentucky Berwind, in return for $5.4 million in cash and a note.

As a result of such strategic activities, Coal operations' steam coal sales as a
percentage of total coal sales have risen from  approximately 35% in 1985 to 65%
for the period ending June 30, 1995. Coal operations' total coal production from
surface  mines as a percentage of Coal  operations'  total coal  production  has
grown from approximately 2% in 1985 to 70% as of June 30, 1995.

Production
- ----------
The following  table  indicates the  approximate  tonnage of coal  purchased and
produced by the Coal  operations in the first six months of 1995,  and the years
ended December 31, 1994, 1993 and 1992:

                         6 Months Ended           Year Ended December 31       
(In thousands)            June 30, 1995      1994          1993          1992 
- -------------------------------------------------------------------------------
Produced: 
Deep                         2,041          4,857         7,061         8,642 
Surface                      7,130         15,107         7,492         5,804 
Contract                     1,040          2,364         2,521         2,792 
- -------------------------------------------------------------------------------
                            10,211         22,328        17,074        17,238 
Purchased                    3,503          5,826         4,533         3,607 
- -------------------------------------------------------------------------------
    Total                   13,714         28,154        21,607        20,845 
===============================================================================

Of the coal production through June 30, 1995, approximately 35% was produced for
sale as metallurgical coal and 65% was produced for sale as steam coal.

In April 1993,  Coal  operations  commenced  production at its $15 million Tower
Mountain  surface mine in Logan County,  West  Virginia,  employing  many former
underground  miners who were retrained to operate large scale surface equipment.
Operating under a mining plan known as mountaintop  removal,  the Tower Mountain
mine utilizes 150 ton trucks to remove rock and overburden and uncover coal at a
low cost.  In the six  months  ended  June 30,  1995,  this  operation  produced
1.0 million tons of coal.

Building on the success of Tower  Mountain,  Coal  operations in 1994 opened two
additional  surface mines,  Boardtree and Bandmill,  in the same general area of
West Virginia, also employing retrained underground miners. Taken together these
three  mines are  expected to produce  over five  million  tons  annually of low
sulphur steam coal.  The coal produced from these mines will be shipped from the
Rum Creek loading  facility  which is being upgraded at the cost of $6.8 million
to load 10,000 ton unit trains in four hours,  thereby  reducing  the  delivered
cost to the customer.

In connection  with the 1994  acquisition of  substantially  all the coal mining
operations  and coal sales  contracts of  Addington,  Coal  operations  acquired
surface  and deep  mines,  river  docks,  preparation  plants  and rail  loading
facilities.  As part of the  acquisition,  Coal  operations  entered into a coal
purchase  agreement for 4.9 million  tons over a four year period.  In addition,
Coal operations also purchased four highwall mining systems from an affiliate of
Addington,  bringing  to eight the total  number of such  systems  owned by Coal
operations.   These  systems,  which  follow  contour  surface  mining,  achieve
productivity levels which can exceed conventional surface mining methods. During
1994,  productivity and costs of the four operating  surface mines acquired from
Addington  did not meet  expectations  and adverse  geological  conditions  were
encountered at one of the mines.

In June 1994, Coal operations prematurely terminated operations at its Heartland
surface mine in Lincoln  County,  West  Virginia,  due to rising costs caused by
adverse geological conditions that could not be overcome.

Productivity continues to benefit from the operating  flexibilities contained in
the labor agreements with the United Mine Workers of America (the "UMWA"). Since
the  signing  of the 1990  Agreement,  no  significant  labor  disruptions  have
occurred.  On June 21, 1994, a successor collective bargaining agreement between
Coal  operations'  union  companies and the UMWA was ratified by such companies'
union  employees,  replacing the principal labor agreement which expired on June
30, 1994.

Sales
- -----
The  following  table  indicates  the  approximate  tonnage of coal sold by Coal
operations  in the six months ended June 30, 1995,  and the year ended  December
31, 1994, 1993 and 1992

in the  domestic  (North  American)  and export  markets  and by  categories  of
customers:

(In thousands, except             Six Months Ended      Year Ended December 31
 per ton amounts)                   June 30, 1995     1994       1993      1992
- --------------------------------------------------------------------------------
Domestic: 
  Steel and coke producers               373           769      1,854     1,931 
  Utility, industrial and other        8,483        18,198     10,277     8,432 
- --------------------------------------------------------------------------------
                                       8,856        18,967     12,131    10,363 
Export: 
  Utility, industrial and other           47 
  Steel and coke producers             4,258         9,115      9,821    10,367 
- --------------------------------------------------------------------------------
      Total sold                      13,161        28,082     21,952    20,730 
- --------------------------------------------------------------------------------
Average selling price per ton        $ 28.13       $ 27.70    $ 29.67   $ 30.96 
================================================================================

For the six months ended June 30, 1995, Coal operations sold  approximately 13.2
million tons of coal,  of which  approximately  9.5 million tons were sold under
contracts having a term of more than one year ("long-term  contract").  In 1994,
Coal  operations  sold  approximately  28.1  million  tons  of  coal,  of  which
approximately  18.8 million tons were sold under contracts having a term of more
than one year. At June 30, 1995,  approximately 89.4 million tons were committed
for sale under long-term  contracts expiring at various times through July 2007.
Contracts  relating to the greater  part of this tonnage are subject to periodic
price  renegotiation,  which can result in  termination  by the purchaser or the
seller  prior to contract  expiration  in case the parties  should fail to agree
upon price.

For the six months  ended June 30,  1995,  the ten  largest  domestic  customers
purchased  6.2 million tons of coal (47% of total coal sales and 70% of domestic
coal sales,  by tonnage).  The three largest  domestic  customers  purchased 3.5
million  tons of coal for the six months  ended June 30, 1995 (27% of total coal
sales and 40% of domestic coal sales, by tonnage). For the six months ended June
30, 1995,  American  Electric Power Company  purchased 2.2 million tons of coal,
accounting  for 17% of total  coal  sales and 25% of  domestic  coal  sales,  by
tonnage. In 1994, the ten largest domestic customers purchased 13.0 million tons
of coal (46% of total coal sales and 69% of domestic  coal sales,  by  tonnage).
The three largest domestic customers  purchased 7.0 million tons of coal in 1994
(25% of total coal sales and 37% of domestic coal sales,  by tonnage).  In 1994,
American Electric Power Company  purchased 3.6 million tons of coal,  accounting
for 13% of total coal sales and 19% of domestic coal sales, by tonnage.

Of the 4.3  million  tons of coal sold in the  export  market for the six months
ended June 30, 1995,  the ten largest  customers  accounted for 2.7 million tons
(20% of total coal sales and 62% of export coal sales, by tonnage) and the three
largest customers  purchased 1.2 million tons (9% of total coal sales and 29% of
export  coal sales,  by  tonnage).  Of the 9.1 million  tons of coal sold in the
export market in 1994, the ten largest customers  accounted for 5.3 million tons
(19% of total coal sales and 59% of export coal sales, by tonnage) and the three
largest customers  purchased 2.5 million tons (9% of total coal sales and 27% of
export coal sales,  by tonnage).  Export coal sales are made  principally  under
annual  contracts  or  long-term  contracts  that are  subject  to annual  price
renegotiation. Under these export contracts, the price for coal is expressed and
paid in United States dollars.

Virtually all coal sales in the domestic  utility  market  pursuant to long-term
contracts  are subject to periodic  price  adjustment on the basis of provisions
which  permit an  increase or  decrease  periodically  in the price of coal sold
thereunder  to reflect  increases and decreases in certain price indices and, in
certain cases,  such items as changes in taxes other than income taxes and, when
the coal is sold other than FOB the mine,  changes in railroad and barge freight
rates. The provisions,  however, are not identical in all of such contracts, and
the  selling  price of the coal does not  necessarily  reflect  every  change in
production  cost  incurred by the seller.  These  contracts  are also  generally
subject to periodic price renegotiation.

Contracts for the sale of metallurgical  coal in the domestic and export markets
are generally subject to price  renegotiation on an annual basis.  Approximately
1.5 million tons, or 35%, of Coal operations' export coal sales of metallurgical
coal in the six months ended June 30, 1995 were made to Far East customers under
similar long-term  contracts which continue in effect through various dates, the
latest of which is March 31, 1996, in each case subject to annual negotiation of
price and other terms.  Negotiations  with Far East  customers were concluded in
March 1995 and substantial  price increases over fiscal 1994 were secured.  Coal
operations'  steam coal  business  for 1995 has been  impacted  by the very mild
winter which severely  depressed the U.S.  utility  business  causing  decreased
prices and demand.  Due to this  softening,  Coal operations had to close or cut
back certain operations because of lack of sales opportunities in spot markets.

Competition
- -----------
The bituminous coal industry is highly  competitive.  Coal  operations  competes
with many other large coal producers and with hundreds of small producers in the
United States and abroad.

In the export market many foreign competitors,  particularly  Australian,  South
African and Canadian coal producers, benefit from certain competitive advantages
existing in the countries in which they operate,  such as less difficult  mining
conditions, less severe government regulation and lower labor and health benefit
costs, as well as currencies which had generally  depreciated against the United
States dollar,  although the Australian  dollar  strengthened in 1994. While the
metallurgical  coal produced by Coal  operations is generally of higher quality,
and is often  used by  foreign  steel  producers  to blend with coals from other
sources to improve the quality of coke and coke oven efficiency, in recent years
steel producers have developed  facilities and techniques which, to some extent,
enable  them to accept  lower  quality  metallurgical  coal in their coke ovens.
Moreover,  new technologies  for steel production which utilize  pulverized coal
injection,  direct  reduction  iron and the  electric arc furnace may reduce the
demand for  metallurgical  coal of all types. U.S.  metallurgical  coal has been
disadvantaged in 1995 due to significant  increases in ocean freight costs which
impact U.S. coals more severely due to the distance from East coast ports to the
Far East.

Coal  operations  competes  domestically on the basis of the high quality of its
coal,  which is not only  valuable  in the making of steel  but,  because of low
sulphur  and high  heat  content,  is also an  attractive  source of fuel to the
electric utility and other coal burning industries.

Other  factors  which affect  competition  include the price,  availability  and
public  acceptance of alternative  energy sources (in particular,  oil,  natural
gas,  hydroelectric  power and nuclear power),  as well as the impact of federal
energy policies.  Coal operations is not able to predict the effect,  if any, on
its  business  (especially  with  respect  to sales to  domestic  utilities)  of
particular price levels for such alternative energy sources,  especially oil and
natural gas. However, any sustained and marked decline in such prices could have
a material adverse effect on such business.

Environmental Matters
- ---------------------
The Surface  Mining  Control  and  Reclamation  Act of 1977 and the  regulations
promulgated  thereunder  ("SMCRA")  by the  Federal  Office  of  Surface  Mining
Reclamation  and  Enforcement  ("OSM"),  and  the  enforcement  thereof  by  the
U.S. Department of the Interior,  establish mining and reclamation standards for
all aspects of surface mining as well as many aspects of deep mining. SMCRA also
imposes a tax of $0.35 on each ton of  surface-mined  coal and $0.15 on each ton
of deep-mined coal. OSM and its state counterparts monitor compliance with SMCRA
and its  regulations  by the routine  issuance of "notices of  violation"  which
direct the mine operator to correct the cited conditions  within a stated period
of time.  Coal  operations'  policy is to correct  the  conditions  that are the
subject of these  notices or to contest  those  believed to be without  merit in
appropriate proceedings.

Coal operations is involved in previously reported litigation with the state and
federal  agencies that regulate the  environmental  aspects of  underground  and
surface mining.  The litigation  arises from the agencies'  attempt to hold Coal
operations liable for the unabated violations,  civil penalties, and AML fees of
other  companies  ("contractors")  that have contracted in the past to mine Coal
operations'  coal.  In  so  doing,  the  agencies  are  retroactively   applying
"ownership  or  control"   regulations   first  promulgated  in  1988,  to  past
transactions and ended relationships. The regulations are designed to "block" or
deny mining permits to any company that is "linked" by "ownership or control" to
another company that has outstanding violations,  penalties or fees. The company
that is so linked cannot obtain new permits until the outstanding liabilities of
the violator are satisfied.

In 1991, Coal  operations  filed an action against the Secretary of Interior and
the State of Virginia to enjoin the  agencies  from  blocking  Coal  operations'
permits without first  providing due process.  The district court ruled that the
United  States  Constitution  requires the  government  to give Coal  operations
notice and an  opportunity  to contest the charges  before  blocking  permits or
taking other action to hold Coal  operations  liable for the alleged  contractor
violations.  However,  the  court  later  ruled  against  Coal  operations  on a
jurisdictional issue, holding that the case was a challenge to the ownership and
control  regulations  themselves  which  had  to be  filed  in the  District  of
Columbia.

Coal  operations has appealed the district  court's  decision on jurisdiction to
the Fourth  Circuit  Court of Appeals.  At the request of Coal  operations,  the
district  court  left its  injunction  in force  during the appeal to the Fourth
Circuit,  and the Fourth Circuit denied the government's  motion to dissolve the
injunction  pending appeal.  Following  briefing and oral argument in October of
1992,  the Fourth  Circuit  stayed its  ultimate  decision in the case pending a
final  disposition in a District of Columbia case in which industry  groups have
challenged  the  validity of the  ownership  or control  rules.  The District of
Columbia case is awaiting decision on motions for summary  judgment,  which have
been fully briefed and argued.

It has been over two years since the Fourth  Circuit  stayed its  decision.  How
long the  court  will  continue  to do so is  unknown.  If the  case is  decided
adversely to Coal operations, Coal operations may seek transfer to Washington or
further review in the Supreme Court. If the injunction is dissolved and a permit
block results,  Coal operations will have to pay or settle the claims  involving
these contractors.

While the total liabilities of these contractors has not been determined at this
time,  it  is  estimated  that  they  have   outstanding   civil   penalties  of
approximately $2.0 million and unpaid AML fees of approximately $1.5 million (as
of March 1994).  In addition,  the contractors may have outstanding  reclamation
obligations of several million  dollars.  Firm figures of the reclamation  costs
have not been determined at this time.

Coal operations is subject to various federal  environmental laws, including the
Clean Water Act, the Clean Air Act and the Safe  Drinking  Water Act, as well as
state laws of

similar scope in Virginia, West Virginia,  Kentucky and Ohio. These laws require
approval of many aspects of coal mining  operations,  and both federal and state
inspectors regularly visit Coal operations' mines and other facilities to assure
compliance.

While it is not possible to quantify the costs of compliance with all applicable
federal and state laws, those costs have been and are expected to continue to be
significant.  In that connection, it is estimated that Coal operations will make
capital  expenditures  for  environmental  control  facilities  in the amount of
approximately  $1.7  million in 1995 and $1.7 million in 1996.  Compliance  with
these  laws has  substantially  increased  the cost of coal  mining,  but is, in
general,  a cost common to all domestic coal producers.  Pittston  believes that
the  competitive  position  of Coal  operations  has not been and  should not be
adversely  affected except in the export market where Coal  operations  competes
with  various  foreign  producers   subject  to  less  stringent   environmental
regulation.

Federal,  state and local  authorities  strictly monitor the sulphur dioxide and
particulate  emissions from electric power plants served by Coal operations.  In
1990,  Congress enacted the Clean Air Act Amendments of 1990, which, among other
things,  permit  utilities  to use low  sulphur  coals  in lieu of  constructing
expensive  sulphur  dioxide  removal  systems.  Pittston  believes that such Act
should  have  a  favorable  impact  on the  marketability  of  Coal  operations'
extensive  reserves of low sulphur coals.  However,  Pittston  cannot predict at
this time the timing or extent of such favorable impact.

Mine Health and Safety Laws
- ---------------------------
The coal  operating  companies  included  within Coal  operations  are generally
liable  under  federal  laws  requiring  payment of benefits to coal miners with
pneumoconiosis  ("black lung").  The Black Lung Benefits Revenue Act of 1977 and
the Black Lung Benefits  Reform Act of 1977 (the "1977 Act"),  as amended by the
Black  Lung  Benefits  and  Revenue  Amendments  Act of 1981 (the  "1981  Act"),
expanded the benefits for black lung disease and levied a tax on coal production
of $1.10 per ton for deep-mined coal and $0.55 per ton for  surface-mined  coal,
but not to exceed 4.4% of the sales price.  In  addition,  the 1981 Act provides
that certain  claims for which coal operators had  previously  been  responsible
will be obligations of the government trust funded by the tax. The 1981 Act also
tightens  standards  set  by the  1977  Act  for  establishing  and  maintaining
eligibility for benefits.  The Revenue Act of 1987 extended the termination date
of the tax from January 1, 1996 to the earlier of January 1, 2014 or the date on
which the government trust becomes solvent.  Pittston cannot predict whether any
future legislation effecting changes in the tax will be enacted.

Stringent safety and health  standards have been imposed by federal  legislation
since 1969 when the Federal Coal Mine Health and Safety Act was  adopted,  which
resulted in increased operating costs and reduced productivity. The Federal Mine
Safety and Health Act of 1977  significantly  expanded the enforcement of health
and safety standards.

Compliance  with  health and safety  laws is, in  general,  a cost common to all
domestic coal producers. Pittston believes that the competitive position of Coal
operations  has not been and  should  not be  adversely  affected  except in the
export  market where Coal  operations  competes with various  foreign  producers
subject to less stringent health and safety regulations.

Labor Agreements; Employee Relations
- ------------------------------------
In January 1990, after a 46-week strike,  various coal  subsidiaries of Pittston
(collectively, the "Coal Subsidiaries") entered into the 1990 Agreement with the
UMWA. The 1990 Agreement provided for increases in wages and benefits,  expanded
job  security  for the  Coal  Subsidiaries'  employees,  new  health  care  cost
containment  measures and  operational  flexibility  for the Coal  Subsidiaries,
including the right to operate  24 hours per day,  seven days per week. The 1990
Agreement expired on June 30, 1994.

On June 21, 1994, a successor  collective  bargaining agreement between the Coal
Subsidiaries' union companies and the UMWA was ratified by such companies' union
employees, replacing the 1990 Agreement. The new agreement will remain in effect
until  December 31, 1998.  This  agreement  continues the basic  principles  and
provisions  established  in the 1990  Agreement with respect to the areas of job
security, work rules and scheduling. The new agreement provides for, among other
things, wage increases of $.40 per hour on December 15 of each of the years 1994
to 1997 and includes improvements in certain employee benefit programs.

In  January  1993,   the  Coal   Subsidiaries   entered  into  a  Memorandum  of
Understanding  which  modified  the  1990  Agreement  to  cover  the  terms  and
conditions of employment at Coal  operations'  Tower  Mountain and other surface
mines  located  in Logan and Boone  Counties,  West  Virginia.  Such  Memorandum
expires on January 31, 1997.

At June 30, 1995,  approximately  744 of the 2,300  employees of Coal operations
were members of the UMWA. The remainder of such employees are either supervisory
personnel  or  unrepresented  hourly  employees.  Since the  signing of the 1990
Agreement,  no significant  labor  disruptions have occurred.  Pittston believes
that its employee relations are satisfactory.

Health Benefit Act
- ------------------
In October  1992,  the Coal  Industry  Retiree  Health  Benefit Act of 1992 (the
"Health  Benefit Act") was enacted as part of the Energy Policy Act of 1992. The
Health  Benefit  Act  established  rules for the  payment of future  health care
benefits for thousands of retired union mine workers and their dependents.  Part
of the burden for these  payments  was  shifted by the Health  Benefit  Act from
certain  coal  producers,  which  had a  contractual  obligation  to  fund  such
payments,  to  producers  such as  Pittston  which  have  collective  bargaining
agreements with the UMWA that do not require such payments and to numerous other
companies  which are no longer in the coal  business.  The  Health  Benefit  Act
established a trust fund to which "signatory  operators" and "related  persons,"
including  Pittston  and  certain of its coal  subsidiaries  (collectively,  the
"Pittston  Companies"),  are  obligated  to pay  annual  premiums  for  assigned
beneficiaries,  together  with a pro rata share for  certain  beneficiaries  who
never worked for such  employers,  including,  in Pittston's  case, the Pittston
Companies ("unassigned  beneficiaries"),  in amounts determined by the Secretary
of Health and Human  Services on the basis set forth in the Health  Benefit Act.
In October 1993 the Pittston Companies received notices from the Social Security
Administration (the "SSA") with regard to their assigned beneficiaries for which
they are  responsible  under the Health  Benefit Act.  For 1993 and 1994,  these
amounts  were  approximately  $9.1 million  and  $11.0  million,   respectively.
Pittston  believes that the annual cash funding under the Health Benefit Act for
the Pittston Companies'  assigned  beneficiaries will continue in the $10 to $11
million range for the next eight years and should begin to decline thereafter as
the number of such assigned beneficiaries decreases.

Based on the number of  beneficiaries  actually  assigned  by the SSA,  Pittston
estimates the aggregate  pretax  liability  relating to the Pittston  Companies'
assigned beneficiaries at December 31, 1994 at approximately $250 million, which
when  discounted  at 8.75%  provides a present value  estimate of  approximately
$100 million.

The ultimate obligation that will be incurred by Pittston could be significantly
affected by, among other things,  increased  medical costs,  decreased number of
beneficiaries,  governmental  funding  arrangements,  and  such  federal  health
benefit legislation of general  application as may be enacted. In addition,  the
Health  Benefit Act requires the Pittston  Companies to fund, pro rata according
to the total number of assigned beneficiaries,  a portion of the health benefits
for unassigned beneficiaries. At this time, the funding for such health benefits
is being  provided  from  another  source  and for this and  other  reasons  the
Pittston Companies' ultimate obligation for the unassigned  beneficiaries cannot
be

determined. Pittston accounts for the obligation under the Health Benefit Act as
a  participant  in a  multi-employer  plan and  recognizes  the annual cost on a
pay-as-you-go basis.

Evergreen Case
- --------------
In 1988,  the trustees of certain  pension and benefit trust funds (the "Funds")
established  under  collective  bargaining  agreements  with the UMWA brought an
action  (the  "Evergreen  Case")  against  Pittston  and a  number  of its  coal
subsidiaries  in the United States  District Court for the District of Columbia,
claiming  that the  defendants  are  obligated  to  contribute  to the  Funds in
accordance  with the provisions of the 1988 and subsequent  National  Bituminous
Coal Wage Agreements, to which neither Pittston nor any of its subsidiaries is a
signatory.  In January 1992, the District Court issued an order granting summary
judgment on the issue of liability which was thereafter affirmed by the Court of
Appeals.  In June 1993,  the United States Supreme Court denied a petition for a
writ of certiorari. The case has been remanded to the District Court, and damage
and other issues remain to be decided.  In September  1993,  the Company filed a
motion  seeking  relief from the District  Court's grant of summary  judgment to
plaintiffs  based  on,  among  other  things,  the  Company's   allegation  that
plaintiffs  improperly  withheld  evidence  that  directly  refutes  plaintiffs'
representations  to the District Court and the Court of Appeals in this case. In
December 1993,  that motion was denied.  On May 23, 1994,  the trustees  filed a
Motion  for Entry of Final  Judgment  seeking  approximately  $71.1  million  in
delinquent contributions,  interest and liquidated damages through May 31, 1994,
plus approximately $17.4 thousand additional interest and liquidated damages for
each day  between May 31,  1994 and the date final  judgment  is  entered,  plus
ongoing  contributions  to the 1974 Pension  Plan.  The Company has opposed this
motion.  There has been no decision on this motion or final judgment  entered to
date.

In furtherance of its ongoing effort to identify other  available  legal options
for seeking relief from what it believes to be an erroneous finding of liability
in the Evergreen  Case, the Company has filed suit against the  Bituminous  Coal
Operators  Association and others (the "BCOA Case") to hold them responsible for
any damages sustained by the Company as a result of the Evergreen Case. Although
the Company is  continuing  that  effort,  the Company,  following  the District
Court's ruling in  December 1993,  recognized  the potential  liability that may
result from an adverse  judgment in the Evergreen Case. In any event,  any final
judgment in the Evergreen Case will be subject to appeal.

In December 1994, the District Court ordered that the Evergreen Case, as well as
related cases filed against other coal companies, and the BCOA Case be submitted
to mediation  before a Federal  judge in an effort to obtain a  settlement.  The
mediation process is ongoing.

As a result of the Health  Benefit Act described  above,  there is no continuing
liability in this case in respect of health  benefit  funding after  February 1,
1993.

Properties
- ----------
The principal  properties of Coal  operations are coal reserves,  coal mines and
coal preparation  plants,  all of which are located in Virginia,  West Virginia,
eastern  Kentucky and Ohio. Such reserves are either owned or leased.  Leases of
land or coal mining rights  generally are either for a long-term period or until
exhaustion of the reserves, and require the payment of a royalty based generally
on the sales price and/or tonnage of coal mined from a particular property. Many
leases or rights provide for payment of minimum royalties.

Pittston  estimates that Coal  operations'  proved and probable  surface mining,
deep mining and total coal  reserves as of June 30, 1995 were 151  million,  225
million and 376 million

tons,  respectively.  Such  estimates  represent  economically  recoverable  and
minable tonnage and include allowances for extraction and processing.

Of the 376  million  tons of proved and  probable  coal  reserves as of June 30,
1995,  approximately  75% has a  sulphur  content  of less  than  1%  (which  is
generally  regarded in the industry as low sulphur coal) and  approximately  25%
has a  sulphur  content  greater  than 1%.  Approximately  24% of such  reserves
consists of primarily metallurgical grade coal.

As of June 30, 1995, Coal operations  controlled  approximately 925 million tons
of  additional  coal  deposits in the eastern  United  States,  which  cannot be
expected to be  economically  recovered  without market  improvement  and/or the
application  of  new   technologies.   Coal  operations  also  owns  substantial
quantities of low sulphur coal deposits in Sheridan County, Wyoming.

Most of the oil and gas rights  associated with Coal operations'  properties are
managed by an indirect  wholly owned  subsidiary of Pittston  which, in general,
receives  royalty and other income from oil and gas development and operation by
third parties.  Coal operations also receives incidental income from the sale of
timber cutting rights on certain properties.

Coal operations owns a 32.5% interest in Dominion Terminal  Associates  ("DTA"),
which leases and operates a ground  storage-to-vessel coal transloading facility
in Newport News, Virginia. DTA has a throughput capacity of 22.0 million tons of
coal per year and ground storage capacity of 2.0 million tons. A portion of Coal
operations'  share of the  throughput  and ground  storage  capacity  of the DTA
facility is subject to user rights of third parties which pay Coal  operations a
fee. The DTA facility  serves export  customers,  as well as domestic coal users
located on the eastern seaboard of the United States.  For information  relating
to the financing  arrangements  for DTA, see Note 12 to Minerals Group Financial
Statements included in Part II hereof.

MINERAL VENTURES

PMV's business is directed at locating and acquiring  mineral  assets,  advanced
stage projects and operating mines. PMV is currently evaluating gold projects in
the United States and Australia.  An exploration office has been opened in Reno,
Nevada, to coordinate PMV's expanded  exploration  program in the Western United
States. In 1994 PMV expended approximately $2.8 million on all of such programs.

The Stawell gold mine, located in the Australian state of Victoria, in which PMV
has a net equity  interest of 67%,  produced  77,966 ounces of gold in 1994. PMV
estimates  that on June 30,  1995,  the  Stawell  gold  mine  had  approximately
4,200,000  tons  of  proved  and  probable  gold  ore  reserves  at  an  average
recoverable  grade of about .115 of an ounce per ton.  In- mine  exploration  at
Stawell continues to generate positive results.

MATTERS RELATING TO FORMER OPERATIONS 

In April 1990,  the  Company  entered  into a  settlement  agreement  to resolve
certain  environmental  claims  against the  Company  arising  from  hydrocarbon
contamination at a petroleum terminal facility  ("Tankport") in Jersey City, New
Jersey,  which operations were sold in 1983. Under the settlement  agreement the
Company is  obligated  to pay for 80% of the  remediation  costs.  Based on data
available  to  the  Company  and  its  environmental  consultants,  the  Company
estimates its portion of the clean-up  costs, on an  undiscounted  basis,  using
existing technologies to be between $6.7 million and $14.1 million over a period
of up to five years.  Management  is unable to determine  that any amount within
that range is a better estimate due to a variety of uncertainties, which include
the extent of

the  contamination  at the site, the permitted  technologies for remediation and
the regulatory  standards by which the clean-up will be conducted.  The clean-up
estimates have been modified in light of certain regulatory changes  promulgated
in December 1994.

The Company  commenced an insurance  coverage  litigation in 1990, in the United
States  District  Court for the  District of New Jersey,  seeking a  declaratory
judgment  that all  amounts  payable by the  Company  pursuant  to the  Tankport
obligation were reimbursable under comprehensive general liability and pollution
liability  policies  maintained by the Company.  Although the underwriters  have
disputed this claim,  management and its legal counsel  believe that recovery is
probable of  realization  in the full amount of the claim.  This  conclusion  is
based upon, among other things,  the nature of the pollution policies which were
broadly  designed to cover such contingent  liabilities,  the favorable state of
the law in the State of New Jersey (whose laws were held by the court to control
the interpretation of the policies),  and numerous other factual  considerations
which  support the Company's  analysis of the insurance  contracts and rebut the
underwriters' defenses.  Accordingly, there is no net liability in regard to the
Tankport obligation.

                                                                       ANNEX IX 

THE PITTSTON COMPANY AND SUBSIDIARIES 
INDEX TO CONSOLIDATED FINANCIAL INFORMATION 

                                                                        Page 

Statement of Management Responsibility .............................       1 
Audited Consolidated Financial Statements as of December 31, 1994 
and 1993, and for each of the years in the three-year period 
ended December 31, 1994 and unaudited Consolidated Financial 
Statements as of June 30, 1995 and for the six months ended 
June 30, 1995 and 1994: 
Independent Auditors' Report .......................................       2 
Consolidated Balance Sheets ........................................       3 
Consolidated Statements of Operations ..............................       4 
Consolidated Statements of Shareholders' Equity ....................       5 
Consolidated Statements of Cash Flows ..............................       7 
Notes to Consolidated Financial Statements .........................       8 
Industry Segment Information .......................................      36 
Management's Discussion and Analysis of  
Results of Operations and Financial Condition ......................      42 

THE PITTSTON COMPANY AND SUBSIDIARIES 
STATEMENT OF MANAGEMENT RESPONSIBILITY 

The  management  of The Pittston  Company (the  "Company")  is  responsible  for
preparing  the  accompanying  consolidated  financial  statements  and for their
integrity and  objectivity.  The  statements  were  prepared in accordance  with
generally accepted accounting principles. Management has also prepared the other
information in the annual report and is responsible for its accuracy.

In meeting our  responsibility  for the integrity of the consolidated  financial
statements,  we  maintain  a system of  internal  controls  designed  to provide
reasonable assurance that assets are safeguarded, that transactions are executed
in accordance with management's  authorization  and that the accounting  records
provide  a  reliable  basis for the  preparation  of the  financial  statements.
Qualified  personnel  throughout  the  organization  maintain and monitor  these
internal  controls on an ongoing basis.  In addition,  the Company  maintains an
internal  audit  department  that  systematically  reviews  and  reports  on the
adequacy  and  effectiveness  of the  controls,  with  management  follow-up  as
appropriate.

Management  has also  established  a formal  Business  Code of  Ethics  which is
distributed  throughout  the  Company.  We  acknowledge  our  responsibility  to
establish and preserve an environment in which all employees properly understand
the  fundamental  importance  of high  ethical  standards  in the conduct of our
business.

The Company's  consolidated  financial statements have been audited by KPMG Peat
Marwick  LLP,  independent  auditors.  During  the audit  they  review  and make
appropriate tests of accounting records and internal controls to the extent they
consider necessary to express an opinion on the Company's consolidated financial
statements.

The Company's Board of Directors  pursues its oversight role with respect to the
Company's  consolidated  financial  statements  through  the  Audit  and  Ethics
Committee,  which is composed solely of outside  directors.  The Committee meets
periodically with the independent auditors,  internal auditors and management to
review the Company's  control system and to ensure  compliance  with  applicable
laws and the Company's Business Code of Ethics.

We believe that the policies and procedures  described above are appropriate and
effective and do enable us to meet our  responsibility  for the integrity of the
Company's consolidated financial statements.

THE PITTSTON COMPANY AND SUBSIDIARIES 
INDEPENDENT AUDITORS' REPORT 

The Board of Directors and Shareholders 
The Pittston Company 

We have audited the  accompanying  consolidated  balance  sheets of The Pittston
Company  and  subsidiaries  as of December  31,  1994 and 1993,  and the related
consolidated  statements of operations,  shareholders' equity and cash flows for
each of the years in the  three-year  period  ended  December  31,  1994.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance about whether the  consolidated  financial  statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and disclosures in the  consolidated  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of The Pittston Company
and  subsidiaries  as of December  31,  1994 and 1993,  and the results of their
operations and their cash flows for each of the years in the  three-year  period
ended  December 31, 1994,  in  conformity  with  generally  accepted  accounting
principles.

KPMG Peat Marwick LLP 
Stamford, Connecticut 

January 25, 1995 

THE PITTSTON COMPANY AND SUBSIDIARIES 
CONSOLIDATED BALANCE SHEETS 

(Dollars in thousands,                                              June 30                 December 31 
except per share amounts)                                            1995              1994             1993 
- -------------------------------------------------------------------------------------------------------------
                                                                  (Unaudited)
                                                                                              
ASSETS
Current assets: 
Cash and cash equivalents                                       $   38,921           42,318           32,412 
Short-term investments                                              26,921           25,162           22,946 
Accounts receivable: 
   Trade (Note 3)                                                  355,528          361,361          283,942 
   Other                                                            44,081           31,165           28,641 
- -------------------------------------------------------------------------------------------------------------
                                                                   399,609          392,526          312,583 
   Less estimated amount uncollectible                              16,138           15,734           16,040 
- -------------------------------------------------------------------------------------------------------------
                                                                   383,471          376,792          296,543 
Coal inventory                                                      39,022           25,518           18,649 
Other inventory                                                      8,564            8,635            5,506 
- -------------------------------------------------------------------------------------------------------------
                                                                    47,586           34,153           24,155 
Prepaid expenses                                                    37,156           27,700           27,493 
Deferred income taxes (Note 6)                                      52,796           55,850           53,642 
- -------------------------------------------------------------------------------------------------------------
Total current assets                                               586,851          561,975          457,191 
Property, plant and equipment, at cost (Note 4)                    878,755          840,494          782,354 
   Less accumulated depreciation, depletion and 
   amortization                                                    416,125          394,660          412,533 
- -------------------------------------------------------------------------------------------------------------
                                                                   462,630          445,834          369,821 
Intangibles, net of amortization (Notes 5 and 10)                  331,416          329,441          215,042 
Deferred pension assets (Note 13)                                  121,405          118,953          117,066 
Deferred income taxes (Note 6)                                      81,299           84,214           59,846 
Other assets                                                       176,065          197,361          142,535 
- -------------------------------------------------------------------------------------------------------------
Total assets                                                    $1,759,666        1,737,778        1,361,501 
=============================================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY 
Current liabilities: 
Short-term borrowings                                           $   25,430           13,323            9,546 
Current maturities of long-term debt (Note 7)                       11,217           13,748            7,908 
Accounts payable                                                   250,749          252,615          182,276 
Accrued liabilities: 
   Taxes                                                            34,253           44,654           43,769 
   Workers' compensation and other claims                           33,383           41,771           42,397 
   Miscellaneous                                                   212,004          208,359          151,548 
- -------------------------------------------------------------------------------------------------------------
                                                                   279,640          294,784          237,714 
- -------------------------------------------------------------------------------------------------------------
Total current liabilities                                          567,036          574,470          437,444 
Long-term debt, less current maturities (Note 7)                   162,532          138,071           58,388 
Postretirement benefits other than pensions (Note 13)              219,599          218,738          212,218 
Workers' compensation and other claims                             130,888          138,793          127,545 
Deferred income taxes (Note 6)                                      20,118           19,036           15,847 
Other liabilities                                                  188,244          200,855          156,547 
Commitments and contingent liabilities 
   (Notes 7, 11, 12, 13, 17 and 18) 
Shareholders' equity (Notes 1, 7, 8 and 9): 
Preferred stock, par value $10 per share, 
   Authorized: 2,000,000 shares 
   $31.25 Series C Cumulative Preferred Stock, 
   Issued: 1995 - 139,980 shares; 
   1994 - 152,650 shares                                             1,399            1,526                - 
Pittston Services Group common stock, par value 
   $1 per share: Authorized:  100,000,000 shares 
   Issued: 1995 41,571,345 shares; 
   1994 - 41,594,845 shares; 
   1993 - 41,429,455 shares                                         41,571           41,595           41,429 
Pittston Minerals Group common stock, 
   par value $1 per share: 
   Authorized:  20,000,000 shares 
   Issued: 1995 - 8,484,708 shares; 
   1994 - 8,389,622 shares; 
   1993 - 8,280,619 shares                                           8,484            8,390            8,281 
Capital in excess of par value                                     395,686          420,470          354,911 
Retained earnings                                                  137,650          107,739           98,290 
Equity adjustment from foreign currency translation                (18,616)         (14,276)         (18,381)
Employee benefits trust, at market value (Note 9)                  (94,925)        (117,629)        (131,018)
- -------------------------------------------------------------------------------------------------------------
Total shareholders' equity                                         471,249          447,815          353,512 
- -------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity                      $1,759,666        1,737,778        1,361,501 
=============================================================================================================

See accompanying notes to consolidated financial statements. 

THE PITTSTON COMPANY AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF OPERATIONS 

(In thousands, except                          Six Months Ended June 30                     Year Ended December 31
per share amounts)                                1995          1994               1994              1993             1992 
- ------------------------------------------------------------------------------------------------------------------------------
                                                    (Unaudited)
                                                                                                          
Net sales                                     $  379,951        378,891            794,998           687,089          657,871 
Operating revenues                             1,030,900        868,404          1,872,277         1,569,032        1,415,170 
- ------------------------------------------------------------------------------------------------------------------------------
Net sales and operating revenues               1,410,851      1,247,295          2,667,275         2,256,121        2,073,041 
- ------------------------------------------------------------------------------------------------------------------------------
Costs and expenses:                                                         
Cost of sales                                    374,800        378,825            771,586           645,679          604,319 
Operating expenses                               870,125        716,179          1,542,080         1,299,541        1,187,229 
Selling, general and                                                        
   administrative expenses                       126,621        118,156            244,330           226,125          222,234 
Restructuring and other charges,                                            
   including litigation                                                     
   accrual (Note 14)                                   -         90,806             90,806            78,633                - 
Pension credit (Note 13)                               -              -                  -                 -          (11,130)
- ------------------------------------------------------------------------------------------------------------------------------
Total costs and expenses                       1,371,546      1,303,966          2,648,802         2,249,978        2,002,652 
- ------------------------------------------------------------------------------------------------------------------------------
Other operating income (Note 15)                  19,282         10,835             24,400            19,956           19,103 
- ------------------------------------------------------------------------------------------------------------------------------
Operating profit (loss)                           58,587        (45,836)            42,873            26,099           89,492 
Interest income                                    1,652          1,208              2,513             2,839            3,235 
Interest expense                                  (6,744)        (5,209)           (11,489)          (10,173)         (11,087)
Other income (expense),                                                     
   net (Note 15)                                  (2,196)        (4,067)            (5,572)           (4,611)          (4,034)
- ------------------------------------------------------------------------------------------------------------------------------
Income (loss) before income taxes                 51,299        (53,904)            28,325            14,154           77,606 
Provision (credit) for income                                               
   taxes (Note 6)                                 12,626        (18,374)             1,428                 8           28,519 
- ------------------------------------------------------------------------------------------------------------------------------
Net income (loss)                                 38,673        (35,530)            26,897            14,146           49,087 
Preferred stock dividends                         (1,176)        (2,263)            (3,998)                -                - 
- ------------------------------------------------------------------------------------------------------------------------------
Net income (loss) attributed to                                             
   common shares                              $   37,497        (37,793)            22,899            14,146           49,087 
==============================================================================================================================
                                                                            
Pittston Services Group (Note 1):                                           
Net income attributed to                                                    
   common shares                              $   33,569         31,799             79,845            47,126           27,277 
==============================================================================================================================
Net income per common share                   $      .89            .84               2.11              1.28              .74 
==============================================================================================================================
Average common shares outstanding                 37,912         37,715             37,784            36,907           37,081 
                                                                            
Pittston Minerals Group (Note 1):                                           
Net income (loss) attributed                                                
   to common shares                           $    3,928        (69,592)           (56,946)          (32,980)          21,810 
==============================================================================================================================
Net income (loss) per common share            $      .51          (9.20)             (7.50)            (4.47)            2.94 
==============================================================================================================================
Average common shares outstanding                  7,764          7,565              7,594             7,381            7,416 

See accompanying notes to consolidated financial statements. 

THE PITTSTON COMPANY AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY 

Years Ended December 31, 1994, 1993 and 1992 
(In thousands, except per share amounts) 

                                                   Pittston   Pittston 
                                         $31.25    Services   Minerals                                      Equity
                                       Series C       Group      Group     Capital in                   Adjustment
                                     Cumulative      Common     Common      Excess of                 from Foreign       Employee 
                                      Preferred       Stock      Stock      Par Value     Retained        Currency       Benefits 
                                          Stock    (Note 1)   (Note 1)       (Note 1)     Earnings     Translation          Trust 
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                            
Balance at December 31, 1991            $    -       37,317      7,463       221,369        59,523         (9,157)              - 
Net income                                   -            -          -             -        49,087              -               - 
Stock options exercised (Note 8)             -          113         23         1,336             -              -               - 
Employee benefit plan (Note 13)              -           71         14           817             -              -               - 
Employee benefits trust (Note 9)             -        4,000        800        49,700             -              -         (54,500)
Foreign currency translation adjustment      -            -          -             -             -         (4,905)              - 
Remeasurement of employee 
  benefits trust                             -            -          -         4,963             -              -          (4,963)
Shares released from employee 
  benefits trust to employee 
  benefit plan (Note 9)                      -            -          -            (7)            -              -             691 
Retirement of stock under share 
  repurchase programs (Note 9)               -         (968)      (193)       (8,764)       (3,108)             -               - 
Cash dividends declared - 
  Pittston Services Group  
  $.1515 per share and Pittston 
  Minerals Group $.4924 per 
  share (Note 1)                             -            -          -             -        (9,262)             -               - 
- ----------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1992                 -       40,533      8,107       269,414        96,240        (14,062)        (58,772)
Net income                                   -            -          -             -        14,146              -               - 
Stock options exercised (Note 8)             -          971        208        13,578            -               -               - 
Tax benefit of stock options 
  exercised (Note 6)                         -            -          -         2,121            -               -               - 
Foreign currency translation adjustment      -            -          -             -            -          (4,319)              - 
Remeasurement of employee 
  benefits trust                             -            -          -        73,907            -               -         (73,907)
Shares released from employee 
  benefits trust to employee 
  benefit plan (Note 9)                      -            -          -            (2)           -               -           1,661 
Retirement of stock under 
  share repurchase programs (Note 9)         -          (75)       (34)         (944)        (458)              -               - 
Costs of Services Stock 
  Proposal (Note 9)                          -            -          -        (3,163)           -               -               - 
Cash dividends declared - 
  Pittston Services Group  
  $.1909 per share and Pittston 
  Minerals Group $.6204 per 
  share (Note 1)                             -            -          -             -       (11,638)             -               - 
- ----------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1993                 -       41,429      8,281       354,911        98,290        (18,381)       (131,018)

Continued on Page 9. 

Continuation of Page 8. 

                                                      Pittston   Pittston 
                                           $31.25     Services   Minerals                                     Equity 
                                         Series C        Group      Group    Capital in                   Adjustment 
                                       Cumulative       Common     Common     Excess of                 from Foreign      Employee 
                                        Preferred        Stock      Stock     Par Value     Retained        Currency      Benefits 
                                            Stock     (Note 1)   (Note 1)      (Note 1)     Earnings     Translation         Trust 
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                           
Balance at December 31, 1993                   -       41,429      8,281       354,911        98,290        (18,381)      (131,018)
Net income                                     -            -          -             -        26,897              -              - 
Issuance of $31.25 Series C            
  Cumulative Preferred Stock,          
  net of cash expenses (Note 9)            1,610            -          -        75,472             -              -              - 
Stock options exercised (Note 8)               -          422        129         6,781             -              -              - 
Tax benefit of stock options           
  exercised (Note 6)                           -            -          -         2,936             -              -              - 
Foreign currency translation adjustment        -            -          -             -             -          4,105              - 
Remeasurement of employee              
  benefits trust                               -            -          -       (10,449)            -              -         10,449 
Shares released from                   
  employee benefits trust              
  to employee benefit plan (Note 9)            -            -          -          (309)            -              -          2,940 
Retirement of stock under              
  share repurchase                     
  programs (Note 9)                          (84)        (256)       (20)       (8,877)         (718)             -              - 
Costs of Services Stock                
  Proposal (Note 9)                            -            -          -            (4)            -              -              - 
Conversion of 9.2% debentures                  -            -          -             9             -              -              - 
Cash dividends declared -              
  Pittston Services Group              
  $.20 per share, Pittston             
  Minerals Group $.65 per              
  share and Series C Preferred         
  Stock $27.09 per share                       -            -          -             -       (16,730)             -              - 
- -----------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1994              $1,526       41,595      8,390       420,470       107,739        (14,276)      (117,629)
===================================================================================================================================

See accompanying notes to consolidated financial statements. 

THE PITTSTON COMPANY AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF CASH FLOWS 

                                                                 Six Months Ended June 30          Year Ended December 31
(In thousands)                                                      1995          1994         1994         1993          1992 
- -------------------------------------------------------------------------------------------------------------------------------
                                                                       (Unaudited)
                                                                                                           
Cash flows from operating activities:
Net income (loss)                                               $ 38,673       (35,530)      26,897       14,146        49,087 
Adjustments to reconcile net income (loss) to 
  net cash provided by operating activities: 
  Noncash charges and other write-offs                                 -        46,793       46,793       10,857         3,147 
  Depreciation, depletion and amortization                        51,893        47,191      101,856       77,565        70,424 
  Provision for aircraft heavy maintenance                        12,412        13,069       26,598       20,962        25,819 
  Provision (credit) for deferred income taxes                     6,543       (17,389)     (17,777)     (29,435)        9,063 
  Credit for pensions, noncurrent                                 (1,730)          642       (1,128)      (2,596)      (15,161)
  Provision for uncollectible accounts receivable                  1,999         1,766        4,532        6,880         4,058 
  Equity in earnings of unconsolidated affiliates, 
   net of dividends received                                          (8)       (2,248)      (1,432)      (4,205)       (4,989)
  Gain on sale of leveraged leases                                     -             -            -            -        (2,341)
  Gain on sale of property, plant and equipment                   (3,357)         (585)      (3,569)      (5,472)         (915)
  Other operating, net                                             1,930         1,756        3,491        3,904         3,485 
  Change in operating assets and liabilities, 
    net of effects of acquisitions and dispositions: 
    Increase in accounts receivable                               (8,678)      (38,610)     (85,734)     (20,715)      (20,139)
    Decrease (increase) in inventories                           (13,432)       (9,095)      (4,184)       6,507         4,034 
    Decrease (increase) in prepaid expenses                       (9,371)       (2,619)      (2,849)      (2,795)          443 
    Increase (decrease)in accounts payable 
      and accrued liabilities                                    (16,532)       22,447       69,033       20,458        40,446 
    Decrease (increase) in other assets                              704           249          991       (5,783)         (202)
    Increase (decrease) in workers' compensation 
      and other claims, noncurrent                                (7,903)       11,608        6,605      (17,213)      (16,705)
    Increase (decrease) in other liabilities                     (14,532)       10,661      (15,283)      66,339        (6,593)
    Other, net                                                    (1,120)         (314)        (178)        (342)         (275)
- -------------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                         37,491        49,792      154,662      139,062       142,686 
- -------------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities: 
Additions to property, plant and equipment                       (55,353)      (42,276)    (106,312)     (97,779)     (100,575)
Proceeds from disposal of property, plant  
  and equipment                                                   10,481         1,562        7,622        4,620         5,848 
Aircraft heavy maintenance expenditures                           (7,217)       (7,170)     (15,333)     (19,148)      (17,870)
Acquisitions, net of cash acquired, and related 
  contingency payments                                            (2,410)     (157,294)    (163,262)      (1,435)      (52,560)
Proceeds from leveraged leases                                         -             -            -            -        13,707 
Other, net                                                         1,775         7,622         5,431       8,569        (2,435)
- -------------------------------------------------------------------------------------------------------------------------------
Net cash used by investing activities                            (52,724)     (197,556)    (271,854)    (105,173)     (153,885)
- -------------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities: 
Additions to debt                                                 33,940       112,737      117,332        4,136        30,916 
Reductions of debt                                                (7,911)      (33,916)     (48,257)     (34,385)       (9,608)
Repurchase of stock of the Company                                (7,808)       (2,953)      (9,955)      (1,511)      (13,033)
Proceeds from exercise of stock options                            2,490         4,703        7,332       14,757         1,472 
Dividends paid                                                    (8,875)       (8,065)     (16,709)     (11,638)       (9,262)
Proceeds from sale of stock to SIP                                     -             -            -          264             - 
Costs of Services Stock Proposal                                       -            (4)          (4)      (3,163)            - 
Preferred stock issuance, net of cash expenses                         -        77,359       77,359         (277)            - 
- -------------------------------------------------------------------------------------------------------------------------------
Net cash provided (used) by financing activities                  11,836       149,861      127,098      (31,817)          485 
- -------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and  
  cash equivalents                                                (3,397)        2,097        9,906        2,072       (10,714)
Cash and cash equivalents at beginning of year                    42,318        32,412       32,412       30,340        41,054 
- -------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                        $ 38,921        34,509       42,318       32,412        30,340 
===============================================================================================================================

See accompanying notes to consolidated financial statements. 

THE PITTSTON COMPANY AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Dollars in thousands, except per share amounts) 

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

Basis of  Presentation
- ----------------------
On July 26,  1993,  the  shareholders  of The Pittston  Company (the  "Company")
approved the Services Stock  Proposal,  as described in Note 9, resulting in the
reclassification  of the Company's common stock into shares of Pittston Services
Group Common Stock ("Services Stock") on a share-for-share basis. In addition, a
second class of common stock, designated as Pittston Minerals Group Common Stock
("Minerals  Stock")  was  distributed  on a basis of one-  fifth of one share of
Minerals  Stock for each  share of the  Company's  previous  common  stock.  The
Pittston  Services Group (the "Services  Group")  consists of the Burlington Air
Express Inc. ("Burlington"),  Brink's, Incorporated ("Brink's") and Brink's Home
Security,  Inc. ("BHS")  operations of the Company.  The Pittston Minerals Group
(the "Minerals  Group") consists of the Coal and Mineral Ventures  operations of
the Company.  The approval of the Services  Stock Proposal did not result in any
transfer of assets and  liabilities  of the Company or any of its  subsidiaries.
The Company prepares separate financial statements for the Minerals and Services
Groups in addition to consolidated financial information of the Company.

Due to the  reclassification  of the Company's  common stock,  all stock and per
share data in the accompanying financial statements for the periods prior to the
reclassification have been restated to reflect the reclassification. The primary
impacts of this restatement are as follows:

*    Net  income  per  common  share  has  been  restated  in  the  Consolidated
     Statements  of  Operations  to reflect the two  classes of stock,  Services
     Stock and  Minerals  Stock,  as if they were  outstanding  for all  periods
     presented.  For the  purposes of  computing  net income per common share of
     Services Stock and Minerals  Stock,  the number of shares of Services Stock
     are assumed to be the same as the total  corresponding  number of shares of
     the  Company's  common  stock.  The number of shares of Minerals  Stock are
     assumed to be one-fifth of the shares of the Company's common stock.

*    All financial  impacts of purchases  and issuances of the Company's  common
     stock prior to the effective  date of the Services Stock Proposal have been
     attributed to each Group in relation of their  respective  common equity to
     the Company's  common stock.  Dividends paid by the Company were attributed
     to the Services and  Minerals  Groups in relation to the initial  dividends
     paid  on the  Services  Stock  and the  Minerals  Stock.  Accordingly,  the
     Consolidated  Statements  of  Shareholders'  Equity  have been  restated to
     reflect these changes.

Principles of Consolidation
- ---------------------------
The accompanying  consolidated  financial statements reflect the accounts of the
Company and its majority-owned  subsidiaries.  The Company's interests in 20% to
50% owned companies are carried on the equity method. All material

intercompany  items and  transactions  have been  eliminated  in  consolidation.
Certain  prior year  amounts  have been  reclassified  to conform to the current
year's financial statement presentation.

Cash and Cash Equivalents
- -------------------------
Cash and cash equivalents  include cash on hand, demand deposits and investments
with original maturities of three months or less.

Short-term Investments
- ----------------------
Short-term  investments  primarily  include  funds set aside by  management  for
certain obligations and are carried at cost which approximates market.

Inventories
- -----------
Inventories  are stated at cost  (determined  under the  first-in,  first-out or
average cost method) or market, whichever is lower.

Property, Plant and Equipment
- -----------------------------
Expenditures for maintenance and repairs are charged to expense and the costs of
renewals and betterments are capitalized.  Depreciation is provided  principally
on the  straight-line  method at varying rates  depending upon estimated  useful
lives.  Depletion of  bituminous  coal lands is provided on the basis of tonnage
mined in relation to the estimated total of recoverable tonnage in the ground.

Mine  development  costs,  primarily  included in  bituminous  coal  lands,  are
capitalized  and  amortized  over the estimated  useful life of the mine.  These
costs include expenses  incurred for site preparation and development as well as
operating deficits incurred at the mines during the development stage. A mine is
considered under development until all planned production units have been placed
in operation.

Subscriber  installation  costs for home  security  systems  provided by BHS are
capitalized  and  depreciated  over the  estimated  life of the  assets  and are
included in  machinery  and  equipment.  The  standard  security  system that is
installed,  remains the property of BHS and is  capitalized at the cost to bring
the  revenue  producing  asset to its  intended  use.  When an  installation  is
identified for disconnect,  the remaining net book value of the  installation is
fully written-off and charged to depreciation expense.

Intangibles
- -----------
The  excess of cost over fair  value of net  assets  of  companies  acquired  is
amortized on a straight-line basis over the estimated periods benefited.

The Company  evaluates  the  carrying  value of  intangibles  and the periods of
amortization  to determine  whether  events and  circumstances  warrant  revised
estimates  of asset value or useful  lives.  The Company  annually  assesses the
recoverability  of the excess of cost over net assets  acquired  by  determining
whether the  amortization  of the asset balance over its  remaining  life can be
recovered through projected undiscounted future operating cash flows. Evaluation
of  asset  value  as  well  as  periods  of  amortization  are  performed  on  a
disaggregated basis at each of the Company's operating units.

Coal Supply Contracts
- ---------------------
Coal  supply  contracts  consist of  contracts  to supply coal to  customers  at
certain negotiated prices over a period of time, which have been acquired

from other coal  companies,  and are stated at cost at the time of  acquisition,
which  approximates fair market value. The capitalized cost of such contracts is
amortized  over the term of the contract on the basis of tons of coal sold under
the contract.

Income Taxes
- ------------
Income  taxes are  accounted  for in  accordance  with  Statement  of  Financial
Accounting  Standards  No. 109,  "Accounting  for Income Taxes",  which requires
recognition of deferred tax  liabilities  and assets for the expected future tax
consequences  of events that have been included in the  financial  statements or
tax  returns.  Under  this  method,  deferred  tax  liabilities  and  assets are
determined based on the difference between the financial statement and tax bases
of assets  and  liabilities  using  enacted  tax rates in effect for the year in
which the differences are expected to reverse.

Pneumoconiosis (Black Lung) Expense
- -----------------------------------
The Company acts as self-insurer with respect to almost all black lung benefits.
Provision is made for  estimated  benefits in accordance  with annual  actuarial
reports  prepared  by  outside  actuaries.  The excess of the  present  value of
expected future  benefits over the accumulated  book reserves is recognized over
the amortization period as a level percentage of payroll.  Cumulative  actuarial
gains or losses are  calculated  periodically  and amortized on a  straight-line
basis.  Assumptions  used in the  calculation of the actuarial  present value of
black lung benefits are based on actual  retirement  experience of the Company's
coal employees,  black lung claims incidence for active miners, actual dependent
information,  industry turnover rates,  actual medical and legal cost experience
and projected  inflation  rates.  As of December 31, 1994 and 1993,  the accrued
value of estimated future black lung benefits discounted at 6% was approximately
$62,824 and $61,067, respectively, and are included in workers' compensation and
other  claims.  The  December 31, 1994 balance  included  $4,643  related to the
purchase of Addington  Resources,  Inc. (Note 10). Based on actuarial  data, the
Company  charged to operations $201 in 1994, $438 in 1993 and $1,029 in 1992. In
addition,  the  Company  accrued  additional  expenses  for black lung  benefits
related to federal and state assessments,  legal and administration expenses and
other self insurance costs. These amounted to $2,472 in 1994, $2,887 in 1993 and
$2,073 in 1992.

Postretirement Benefits Other Than Pensions
- -------------------------------------------
Postretirement benefits other than pensions are accounted for in accordance with
Statement of Financial Accounting Standards No. 106, "Employers'  Accounting for
Postretirement Benefits Other Than Pensions", which requires employers to accrue
the cost of such  retirement  benefits  during the  employees'  service with the
Company.

Foreign Currency Translation
- ----------------------------
Assets and liabilities of foreign  subsidiaries  have been translated at current
exchange  rates,  and related  revenues and  expenses  have been  translated  at
average  rates of  exchange  in effect  during  the year.  Resulting  cumulative
translation   adjustments  have  been  recorded  as  a  separate   component  of
shareholders'  equity.  Translation  adjustments  relating  to  subsidiaries  in
countries with highly inflationary  economies are included in net income,  along
with all transaction gains and losses for the period.

A portion of the  Company's  financial  results is derived  from  activities  in
several  foreign  countries,  each  with a local  currency  other  than the U.S.
dollar.  Because  the  financial  results of the  Company  are  reported in U.S.
dollars,  they are  affected by the changes in the value of the various  foreign
currencies in relation to the U.S. dollar.  However, the Company's international
activity is not concentrated in any single currency,  which reduces the risks of
foreign currency rate fluctuations.

Financial Instruments
- ---------------------
The Company uses foreign currency forward  contracts to hedge risk of changes in
foreign  currency  rates  associated  with certain  transactions  denominated in
various currencies. Realized and unrealized gains and losses on these contracts,
designated  and effective as hedges,  are deferred and recognized as part of the
specific transaction hedged.

The Company also utilizes other financial instruments to protect against adverse
price  movements in gold,  which the Company  produces,  and jet fuel  products,
which the Company  consumes as well as interest rate changes on certain variable
rate obligations. Gains and losses on these contracts,  designated and effective
as hedges, are deferred and recognized as part of the transaction hedged.

Revenue Recognition
- -------------------
Coal  -  Coal  sales  are  generally   recognized   when  coal  is  loaded  onto
transportation  vehicles for shipment to  customers.  For domestic  sales,  this
generally occurs when coal is loaded onto railcars at mine locations. For export
sales, this generally occurs when coal is loaded onto marine vessels at terminal
facilities.

Mineral  Ventures - Gold sales are  recognized  when  products  are shipped to a
refinery. Settlement adjustments arising from final determination of weights and
assays are reflected in sales when received.

Burlington  -  Revenues  related  to  transportation  services  are  recognized,
together with related  transportation  costs,  on the date shipments  physically
depart from facilities en route to destination locations.

Brink's - Revenues are recognized when services are performed. 

BHS - Monitoring revenues are recognized when earned and amounts paid in advance
are deferred and  recognized as income over the  applicable  monitoring  period,
which is generally  one year or less.  Revenues  from the sale of equipment  are
recognized,  together with related costs,  upon completion of the  installation.
Connection  fee revenues are  recognized  to the extent of direct  selling costs
incurred and expensed. Connection fee revenues in excess of direct selling costs
are deferred and recognized as income on a straight-line basis over ten years.

Net Income Per Common Share
- ---------------------------
Net income per common share for  Services  Stock is computed by dividing the net
income  for  the  Services  Group  by the  weighted  average  number  of  shares
outstanding during the period. The potential dilution from the exercise of stock
options  is  not  material.  The  assumed  conversion  of the  9.2%  convertible
subordinated  debentures in 1993 and 1992 was not included  since its effect was
antidilutive.

The computation of primary earnings per share for Minerals Stock is based on the
weighted average number of outstanding common shares divided into net income for
the Minerals  Group less preferred  stock  dividends.  The  computation of fully
diluted  earnings per common share for Minerals  Stock assumes the conversion of
the $31.25 Series C Cumulative  Preferred  Stock (issued in 1994) and additional
shares  assuming  the  exercise of stock  options  (antidilutive  in the primary
calculation)  divided into net income for the Minerals Group. For 1994 and 1993,
the loss per share,  assuming  full  dilution,  is  considered to be the same as
primary since the effect of common stock  equivalents  and the  preferred  stock
conversion would be antidilutive.

The shares of Services  Stock and Minerals  Stock held in The  Pittston  Company
Employee Benefits Trust (Note 9) are evaluated for inclusion in the calculations
of net  income per  common  share  under the  treasury  stock  method and had no
dilutive effect.

2. FINANCIAL INSTRUMENTS 

Financial instruments which potentially subject the Company to concentrations of
credit  risk  consist  principally  of cash  and  cash  equivalents,  short-term
investments  and  trade  receivables.  The  Company  places  its  cash  and cash
equivalents  and short-term  investments  with high credit  qualified  financial
institutions  and,  by policy,  limits the amount of credit  exposure to any one
financial  institution.  Concentrations  of credit  risk with  respect  to trade
receivables  are limited due to the large  number of  customers  comprising  the
Company's  customer base, and their dispersion across many different  industries
and geographic areas.

The following  details the fair values of financial  instruments for which it is
practicable to estimate the value:

Cash and cash equivalents and short-term investments
- ----------------------------------------------------
The carrying  amounts  approximate  fair value because of the short  maturity of
these instruments.

Debt
- ----
The aggregate fair value of the Company's  long-term debt obligations,  which is
based upon quoted market prices and rates currently available to the Company for
debt with similar terms and maturities, approximates the carrying amount.

Off-balance sheet instruments
- -----------------------------
The Company enters into various  off-balance  sheet  financial  instruments,  as
discussed below, to hedge its foreign currency and other market  exposures.  The
risk  that  counterparties  to such  instruments  may be unable  to  perform  is
minimized by limiting the  counterparties to major financial  institutions.  The
Company does not expect any losses due to such counterparty default.

Foreign  currency  forward  contracts - The Company enters into foreign currency
forward  contracts  with  a  duration  of 30  to  60  days  as a  hedge  against
liabilities  denominated in various  currencies.  These contracts do not subject
the Company to risk due to exchange rate  movements  because gains and losses on
these  contracts  offset losses and gains on the  liabilities  being hedged.  At
December 31, 1994, the total notional value of foreign

currency  forward  contracts  outstanding was $7,390.  As of such date, the fair
value of foreign currency forward contracts was not significant.

Gold contracts - In order to protect itself against  downward  movements in gold
prices,  the Company  hedges a portion of its  recoverable  proved and  probable
reserves primarily through forward sales contracts. At December 31, 1994, 60,056
ounces of gold,  representing  approximately  30% of the  Company's  recoverable
proved and probable  reserves,  were sold forward under forward sales  contracts
with a total  notional  value of $24,679.  Because  only a portion of its future
production  is  currently  sold  forward,  the  Company  can take  advantage  of
increases,  if any, in the spot price of gold.  At December 31,  1994,  the fair
value of the Company's forward sales contracts was not significant.

Fuel  contracts - The Company has hedged a portion of its jet fuel  requirements
through a swap  contract.  At December 31, 1994,  the notional  value of the jet
fuel swap, aggregating 12.5 million gallons,  through March 31, 1995 was $6,488.
In addition, the Company has entered into several commodity options transactions
that are intended to protect against  significant  increases in jet fuel prices.
These  transactions,  aggregate  23.3 million  gallons with a notional  value of
$15,840 and are applicable  throughout  1995 in amounts ranging from 3.5 million
gallons per month in the first quarter of 1995 to 2.1 million  gallons per month
in the fourth  quarter  of 1995.  The  Company  has also  entered  into a collar
transaction,  applicable to 7.2 million  gallons that provides for a minimum and
maximum per gallon price.  This  transaction  is settled  monthly based upon the
average of the high and low prices during each period.

The fair value of these fuel hedge transactions may fluctuate over the course of
the contract  period due to changes in the supply and demand for oil and refined
products.  Thus,  the economic  gain or loss,  if any,  upon  settlement  of the
contracts may differ from the fair value of the contracts at an interim date. At
December 31, 1994, the fair value of these contracts was not significant.

Interest rate contracts - In connection with the aircraft  leasing by Burlington
in 1993, the Company entered into interest rate cap agreements. These agreements
have a notional amount of $60,000 and cap the Company's interest rate on certain
aircraft  leases at 8.5% through April 1, 1996. As discussed  further in Note 7,
in 1994,  the  Company  entered  into a  variable  to fixed  interest  rate swap
agreement. The fair value of these contracts was $1,759 at December 31, 1994.

3. ACCOUNTS RECEIVABLE - TRADE 

For each of the years in the  three-year  period ended  December  31, 1994,  the
Company  maintained  agreements with financial  institutions  whereby it had the
right to sell certain coal receivables to those institutions. Certain agreements
contained  provisions  for sales with recourse and other  agreements had limited
recourse.  All agreements have since expired.  No receivables were sold in 1994.
In 1993 and 1992 total coal  receivables of  approximately  $16,143 and $65,231,
respectively, were sold under such agreements. As of December 31, 1994 and 1993,
there were no receivables sold which remained to be collected.

4. PROPERTY, PLANT AND EQUIPMENT 

Property, plant and equipment, at cost consists of the following: 

                                                              December 31
                                                     1994            1993 
- --------------------------------------------------------------------------
Bituminous coal lands                           $102,392          118,944 
Land - other than coal lands                      29,914           11,212 
Buildings                                         45,344           40,838 
Machinery and equipment                          662,844          611,360 
- --------------------------------------------------------------------------
                                                $840,494          782,354 
==========================================================================

The estimated useful lives for property, plant and equipment are as follows: 

                                                             Years 
              -------------------------------------------------------           

                Buildings                                  3 to 25 
                Machinery and equipment                    2 to 20 

Depreciation and depletion of property,  plant and equipment  aggregated $74,270
in 1994,  $63,953 in 1993 and $57,291 in 1992. For the six months ended June 30,
1995 and  1994  (unaudited),  depreciation  of  property,  plant  and  equipment
aggregated $39,334 and $34,618, respectively.

Capitalized mine development  costs totaled $11,908 in 1994,  $2,181 in 1993 and
$18,487 in 1992.

Changes in capitalized  subscriber  installation costs for home security systems
were as follows:

                                                Six Months Ended
                                                    June 30                 Year Ended December 31
                                                     1995             1994          1993           1992
- --------------------------------------------------------------------------------------------------------
                                                  (Unaudited)
                                                                                        
Capitalized subscriber install- 
  ation costs - beginning of year                   $81,445         65,785        54,668         44,842 
Capitalized cost of security 
  system installations                               17,320         32,309        23,972         20,694 
Capitalized cost of security 
  systems acquired                                        -              -             -           (143)
Depreciation, including amounts  
  recognized to fully depreciate 
  capitalized costs for install- 
  ations disconnected during 
  the year                                           (9,840)       (16,649)      (12,855)       (10,725)
- --------------------------------------------------------------------------------------------------------
Capitalized subscriber install- 
  ation costs - end of year                         $88,925         81,445        65,785         54,668 
========================================================================================================

New subscribers were 75,200 in 1994,  59,700 in 1993 and 51,300 in 1992. For the
six months ended June 30, 1995 (unaudited), new subscribers were 38,300.

As of  January 1,  1992,  BHS  elected  to  capitalize  categories  of costs not
previously  capitalized for home security system  installations.  This change in
accounting   principle  is  preferable  because  it  more  accurately   reflects
subscriber  installation costs. The additional costs not previously  capitalized
consisted of costs for installation  labor and related benefits for supervisory,
installation  scheduling,  equipment testing and other support personnel (in the
amount of $2,645 in 1994,  $2,567 in 1993 and $2,327 in 1992) and costs incurred
in maintaining facilities and vehicles dedicated to the installation process (in
the amount of $1,492 in 1994,  $1,484 in 1993 and $1,994 in 1992). The effect of
this change in  accounting  principle  was to increase  operating  profit of the
consolidated group and the BHS segment in 1994, 1993 and 1992 by $4,137,  $4,051
and $4,321,  respectively,  and net income of the Company and the Services Group
in 1994, 1993 and 1992 by $2,486,  $2,435 and $2,596,  respectively,  or by $.07
per share in each year. The effect of this change in accounting principle was to
increase  operating profit of the consolidated group and the BHS segment for the
first six months of 1995 and 1994 by $1,949 and $2,149, respectively. The effect
of this change  increased net income per common share of the Services  Group for
the first six months of 1995 and 1994 by $.03.  Prior to  January  1, 1992,  the
records  needed  to  identify  such  costs  were  not  available.  Thus,  it was
impossible to accurately calculate the effect on retained earnings as of January
1, 1992.  However,  the Company  believes the effect on retained  earnings as of
January 1, 1992, was immaterial.

Because  capitalized  subscriber  installation  costs for prior periods were not
adjusted  for  the  change  in  accounting  principle,  installation  costs  for
subscribers in those years will continue to be  depreciated  based on the lesser
amounts capitalized in prior periods. Consequently,  depreciation of capitalized
subscriber  installation  costs in the current  year and until such  capitalized
costs prior to January 1, 1992, are fully  depreciated will be less than if such
prior periods' capitalized costs had been adjusted for the change in accounting.
However,  the Company  believes the effect on net income in 1994,  1993 and 1992
was immaterial.

5. INTANGIBLES 

Intangibles consist entirely of the excess of cost over fair value of net assets
of companies  acquired  and are net of  accumulated  amortization  of $75,649 at
December 31, 1994, and $65,738 at December 31, 1993.  The estimated  useful life
of intangibles is generally forty years.  Amortization of intangibles aggregated
$9,686 in 1994, $7,126 in 1993 and $7,184 in 1992.

6. INCOME TAXES 

The provision (credit) for income taxes consists of the following: 

                          U.S.
                       Federal         Foreign           State           Total
- -------------------------------------------------------------------------------
1994: 
    Current           $  7,563           5,956           5,686          19,205 
    Deferred           (20,238)          2,696            (235)        (17,777)
- -------------------------------------------------------------------------------
    Total             $(12,675)          8,652           5,451           1,428 
===============================================================================
1993: 
    Current           $ 16,385           9,705           3,353          29,443 
    Deferred           (20,719)         (7,939)           (777)        (29,435)
- -------------------------------------------------------------------------------
    Total             $ (4,334)          1,766           2,576               8 
===============================================================================
1992: 
    Current           $ 12,643           2,640           4,173          19,456 
    Deferred             8,675             583            (195)          9,063 
- -------------------------------------------------------------------------------
    Total             $ 21,318           3,223           3,978          28,519 
===============================================================================

The  significant  components  of the  deferred  tax  expense  (benefit)  were as
follows:

                                                      1994           1993           1992
- -----------------------------------------------------------------------------------------
                                                                            
Deferred tax expense (benefit), exclusive 
   of the components listed below                 $(16,869)       (33,157)         8,209 
Investment tax credit carryforwards                      -              -          8,978 
Net operating loss carryforwards                      (393)         1,793           (654)
Alternative minimum tax credits                      1,147          4,826         (9,814)
Change in the valuation allowance 
   for deferred tax assets                          (1,662)        (1,397)         2,344 
Adjustment to deferred tax assets 
   and liabilities for the change 
   in the U.S. Federal tax rate                          -         (1,500)             - 
- -----------------------------------------------------------------------------------------
                                                  $(17,777)       (29,435)         9,063 
=========================================================================================

The tax  benefit for  compensation  expense  related to the  exercise of certain
employee  stock options for tax purposes in excess of  compensation  expense for
financial  reporting  purposes is recognized  as an adjustment to  shareholders'
equity.

The  components  of the net  deferred  tax  asset as of  December  31,  1994 and
December 31, 1993 were as follows:

                                                      1994           1993 
- ---------------------------------------------------------------------------
Deferred tax assets: 
Accounts receivable                               $  5,522          5,630 
Postretirement benefits other than pensions         94,430         93,341 
Workers' compensation and other claims              58,285         60,007 
Other liabilities and reserves                     104,382         85,002 
Miscellaneous                                        9,975         10,595 
Net operating loss carryforwards                     8,692          8,299 
Alternative minimum tax credits                     30,884         30,774 
Valuation allowance                                 (8,193)        (9,855)
- ---------------------------------------------------------------------------
Total deferred tax asset                           303,977        283,793  
- ---------------------------------------------------------------------------
Deferred tax liabilities: 
Property, plant and equipment                       55,095         62,391 
Pension assets                                      47,159         45,566 
Other assets                                         4,217          4,955 
Investments in foreign affiliates                   11,965         13,044 
Miscellaneous                                       64,513         60,286 
- ---------------------------------------------------------------------------
Total deferred tax liability                       182,949        186,242  
- ---------------------------------------------------------------------------
Net deferred tax asset                            $121,028         97,551 
===========================================================================

The valuation  allowance  relates to deferred tax assets in certain  foreign and
state jurisdictions.

Based on the Company's  historical  and expected  taxable  earnings,  management
believes it is more likely than not that the Company will realize the benefit of
the existing deferred tax asset at December 31, 1994.

The following table accounts for the difference between the actual tax provision
and the amounts  obtained by applying the statutory U.S. federal income tax rate
of 35% in 1994 and  1993  and 34% in 1992 to the  income  (loss)  before  income
taxes.

                                                             Year Ended December 31
                                                       1994           1993          1992
- -----------------------------------------------------------------------------------------
                                                                             
Income (loss) before income taxes: 
   United States                                   $(16,517)        (7,329)       58,053 
   Foreign                                           44,842         21,483        19,553 
- -----------------------------------------------------------------------------------------
                                                   $ 28,325         14,154        77,606 
=========================================================================================
Tax provision computed at statutory rate           $  9,914          4,954        26,386 
Increases (reductions) in taxes due to: 
Percentage depletion                                 (9,313)        (7,598)       (5,033)
State income taxes (net of federal 
   tax benefit)                                       5,043          1,924         2,064 
Goodwill amortization                                 2,437          3,055         2,229 
Difference between total taxes on 
   foreign income and the U.S.  
   federal statutory rate                            (6,111)          (118)       (1,254)
Change in the valuation allowance  
   for deferred tax assets                           (1,662)        (1,397)        2,344 
Adjustment to deferred tax assets 
   and liabilities for the change in 
   the U.S. Federal tax rate                              -         (1,500)            - 
Miscellaneous                                         1,120            688         1,783 
- -----------------------------------------------------------------------------------------
Actual tax provision                               $  1,428              8        28,519 
=========================================================================================

It is the policy of the Company to accrue  deferred  income  taxes on  temporary
differences related to the financial statement carrying amounts and tax bases of
investments in foreign subsidiaries and affiliates which are expected to reverse
in the  foreseeable  future.  As of December  31, 1994 and December 31, 1993 the
unrecognized  deferred tax liability for temporary  differences of approximately
$56,697  and  $43,640,   respectively,   related  to   investments   in  foreign
subsidiaries  and affiliates  that are  essentially  permanent in nature and not
expected  to reverse in the  foreseeable  future was  approximately  $19,844 and
$15,274, respectively.

The Company and its  domestic  subsidiaries  file a  consolidated  U.S.  federal
income tax return.  Such returns have been audited and settled with the Internal
Revenue Service through the year 1981.

As of December  31,  1994,  the Company had $30,884 of  alternative  minimum tax
credits  available to offset future U.S. federal income taxes and, under current
tax law, the carryforward period for such credits is unlimited.

The tax benefit of net operating loss  carryforwards as at December 31, 1994 was
$8,692 and  related to  various  state and  foreign  taxing  jurisdictions.  The
expiration periods primarily range from 5 to 15 years.

7. LONG-TERM DEBT 

Consists of the following:
                                                             As of December 31
                                                               1994       1993
- --------------------------------------------------------------------------------
Senior obligations: 
U.S. dollar term loan due 1999 (year-end rate 
   6.48% in 1994)                                          $100,000          - 
Revolving credit notes due 1999 (5.75% in 1994)               9,400          - 
U.S. dollar term loan due 1996 to 1997  
   (6.50% in 1994 and 3.81% in 1993)                          3,451      5,321 
Canadian dollar term loan due 1999 (6.19% in 1994)            2,852          - 
Dutch guilder term loan due 1995 (6.69% in 1993)                  -      1,250 
U.S. dollar term loan due 1995 (4.06% in 1993)                    -      1,714 
Revolving credit notes (year-end rate 3.53% in 1993)              -      2,100 
All other                                                     2,562      2,629 
- --------------------------------------------------------------------------------
                                                            118,265     13,014 
- --------------------------------------------------------------------------------
Subordinated obligations: 
4% subordinated debentures due 1997                          14,648     14,648 
9.20% convertible subordinated debentures due 2004                -     27,811 
- --------------------------------------------------------------------------------
                                                             14,648     42,459 
- --------------------------------------------------------------------------------
Obligations under capital leases (average rates 
   9.08% in 1994 and 9.62% in 1993)                           5,158      2,915 
- --------------------------------------------------------------------------------
Total long-term debt, less current maturities              $138,071     58,388 
================================================================================

For the four years through  December 31, 1999,  minimum  repayments of long-term
debt outstanding are as follows:

                     1996                                 $  5,769 
                     1997                                   17,744 
                     1998                                    1,175 
                     1999                                  112,641 

In 1994,  the  Company  entered  into a standard  three year  variable  to fixed
interest rate swap agreement.  This agreement fixed the Company's  interest rate
at 5% on current  borrowings  of $40,000 in principal.  The principal  amount to
which the 5% interest rate applies declines periodically  throughout the term of
the agreement.

In March 1994,  the Company  entered  into a $350,000  credit  agreement  with a
syndicate of banks (the "New  Facility"),  replacing  the  Company's  previously
existing  $250,000 of revolving credit  agreements.  The New Facility included a
$100,000  five-year term loan, which  originally  matured in March 1999. The New
Facility also permitted additional borrowings, repayments and reborrowings of up
to an aggregate of $250,000  initially  until March 1999. In March 1995, the New
Facility  was amended to extend the maturity of the term loan to May 2000 and to
permit the additional  borrowings,  repayments and reborrowings  until May 2000.
Interest on borrowings under the New

Facility is payable at rates based on prime, certificate of deposit,  Eurodollar
or money market rates.

The Dutch guilder loan to Brink's bears interest based on a Euroguilder rate, or
if converted to a U.S.  dollar loan based on prime,  Eurodollar  or money market
rates.  In January 1992, a portion of the guilder loan was converted into a U.S.
dollar  loan.  The U.S.  dollar  term  loan due  1996 to 1997 to  Brink's  bears
interest based on the Eurodollar rate.

The  Canadian  dollar  term  loan  to a  wholly  owned  indirect  subsidiary  of
Burlington bears interest based on Canadian prime or Bankers'  Acceptance rates,
or if  converted  to a U.S.  dollar loan based on  Eurodollar  or Federal  Funds
rates. The loan is guaranteed by the Company.

Under the terms of the loans,  Brink's  and  Burlington  have  agreed to various
restrictions  relating to net worth,  disposition  of assets and  incurrence  of
additional debt.

The 4% subordinated debentures due July 1, 1997, are exchangeable only for cash,
at the rate of $157.80 per $1,000  debenture.  The  debentures are redeemable at
the Company's  option,  in whole or in part,  at any time prior to maturity,  at
redemption prices equal to 100% of principal amount.

On April 15, 1994, the Company redeemed all of the 9.2% convertible subordinated
debentures due July 1, 2004, at a premium of $767. The premium has been included
in the Consolidated Statement of Operations in "Other income (expense), net".

Various  international  subsidiaries  maintain  lines of  credit  and  overdraft
facilities aggregating  approximately $75,000 with a number of banks on either a
secured or unsecured basis.

Under the  terms of some of its debt  instruments,  the  Company  has  agreed to
various  restrictions  relating to the payment of dividends,  the  repurchase of
capital stock,  the  maintenance of  consolidated  net worth,  and the amount of
additional funded debt which may be incurred.  Allowable restricted payments for
dividends and stock repurchases aggregated $175,486 at December 31, 1994.

At December 31, 1994, the Company had  outstanding  unsecured  letters of credit
totaling  $81,450  primarily  supporting  the  Company's  obligations  under its
various self-insurance programs.

8. STOCK OPTIONS 

The Company grants options under its 1988 Stock Option Plan (the "1988 Plan") to
executives and key employees and under its Non-Employee  Directors' Stock Option
Plan (the "Non-Employee  Plan") to outside directors to purchase common stock at
a price not less than 100% of quoted  market value at date of grant.  As part of
the Services  Stock  Proposal  (Note 9), the 1988 and Non-  Employee  Plans were
amended to permit option  grants to be made to optionees  with respect to either
Services Stock or Minerals Stock, or both.

The  Company's  1979 Stock  Option Plan (the "1979  Plan") and 1985 Stock Option
Plan (the "1985 Plan") terminated in 1985 and 1988,  respectively,  except as to
options still outstanding.

At the Effective Date of the Services Stock Proposal a total of 2,228,225 shares
of common stock were  subject to options  outstanding  under the 1988 Plan,  the
Non-Employee  Plan,  the 1979 Plan and the 1985 Plan.  Pursuant to  antidilution
provisions in the option agreements covering such options, the Company converted
these options into options for shares of Services  Stock or Minerals  Stock,  or
both,  depending primarily on the employment status and  responsibilities of the
particular   optionee.   In  the   case   of   optionees   having   Company-wide
responsibilities,  each  outstanding  option  was  converted  into an option for
Services  Stock and an  option  for  Minerals  Stock,  in the same  ratio as the
distribution  on the Effective  Date of Minerals  Stock to  shareholders  of the
Company,  viz., one share to one-fifth of a share, with any resultant fractional
share of Minerals Stock rounded  downward to the nearest whole number of shares.
In the case of other optionees, each outstanding option was converted into a new
option for only Services Stock or Minerals Stock, as the case may be,  following
the Effective Date. As a result,  2,167,247 shares of Services Stock and 507,698
shares of Minerals Stock were subject to options outstanding as of the Effective
Date.

The table below summarizes the activity in all plans. 

                                                                      Aggregate
                                                             No. of      Option 
                                                             Shares       Price 
- --------------------------------------------------------------------------------
The Pittston Company Common Stock Options: 
Granted: 
1993                                                         17,500     $   294 
1992                                                        758,300      11,706 
Became exercisable: 
1993                                                        468,250       7,749 
1992                                                        320,009       5,367 
Exercised: 
1993                                                        377,191       5,379 
1992                                                        113,347       1,472 

Pittston Services Group Common Stock Options: 
Outstanding: 
12/31/94                                                  1,990,197      38,401 
12/31/93                                                  2,378,804      42,680 
Granted: 
1994                                                         73,000       2,018 
1993                                                        829,000      22,080 
Became exercisable: 
1994                                                        421,030       7,593 
1993                                                         21,008         273 
Exercised: 
1994                                                        421,302       5,567 
1993                                                        594,129       7,638 

Pittston Minerals Group Common Stock Options: 
Outstanding: 
12/31/94                                                    507,323       9,571 
12/31/93                                                    623,498      11,023 
Granted: 
1994                                                         23,000         431 
1993                                                        252,000       6,094 
Became exercisable: 
1994                                                        108,259       1,978 
1993                                                          3,575          50 
Exercised: 
1994                                                        128,667       1,765 
1993                                                        134,528       1,738 

At December 31, 1994, a total of 1,121,047  shares of Services Stock and 271,815
shares of Minerals  Stock were  exercisable.  In addition,  there were 3,634,470
shares of Services  Stock and  725,323  shares of Minerals  Stock  reserved  for
issuance  under the plans,  including  1,644,273  shares of  Services  Stock and
218,000 shares of Minerals Stock reserved for future grant.

9. CAPITAL STOCK 

On July 26,  1993  (the  "Effective  Date"),  the  shareholders  of the  Company
approved the Services  Stock  Proposal,  as  described  in the  Company's  proxy
statement  dated  June  24,  1993,  resulting  in  the  reclassification  of the
Company's  common stock.  The  outstanding  shares of Company  common stock were
redesignated as Services Stock on a share-for-share  basis and a second class of
common stock,  designated as Minerals  Stock,  was  distributed  on the basis of
one-fifth  of one  share  of  Minerals  Stock  for each  share of the  Company's
previous common stock held by shareholders of record on July 26, 1993.  Minerals
Stock and Services  Stock are  designed to provide  shareholders  with  separate
securities  reflecting  the  performance  of the Minerals Group and the Services
Group,  respectively,  without  diminishing  the  benefits of remaining a single
corporation or precluding future transactions affecting either Group.

The Company,  at any time, has the right to exchange each  outstanding  share of
Minerals  Stock for shares of Services Stock having a fair market value equal to
115% of the fair market value of one share of Minerals Stock. In addition,  upon
the  sale,  transfer,  assignment  or  other  disposition,  whether  by  merger,
consolidation,  sale or  contribution  of assets or stock or otherwise of all or
substantially  all of the  properties  and assets of the  Minerals  Group to any
person,  entity or group (with certain  exceptions),  the Company is required to
exchange each  outstanding  share of Minerals Stock for shares of Services Stock
having a fair market  value equal to 115% of the fair market  value of one share
of Minerals  Stock.  Shares of Services Stock are not subject to either optional
or mandatory exchange.

Holders of Services  Stock have one vote per share.  Holders of  Minerals  Stock
have one vote per share,  subject to adjustment on January 1, 1996,  and on each
January 1 every two years  thereafter  based upon the relative fair market value
of one share of Minerals Stock and one share of Services Stock

on each such date.  Accordingly,  beginning  on  January 1, 1996,  each share of
Minerals  Stock may have more than,  less than or continue  to have  exactly one
vote.  Holders of Services  Stock and Minerals  Stock vote  together as a single
voting group on all matters as to which all common  shareholders are entitled to
vote. In addition,  as prescribed  by Virginia  law,  certain  amendments to the
Company's Restated Articles of Incorporation affecting,  among other things, the
designation, rights, preferences or limitations of one class of common stock, or
any merger or statutory share exchange,  must be approved by the holders of such
class of common  stock,  voting as a  separate  voting  group,  and,  in certain
circumstances, may also have to be approved by the holders of the other class of
common stock, voting as a separate voting group.

In the event of a  dissolution,  liquidation  or winding up of the Company,  the
holders of Services  Stock and Minerals  Stock will receive the funds  remaining
for  distribution,  if any, to the common  shareholders  on a per share basis in
proportion to the total number of shares of Services  Stock and Minerals  Stock,
respectively,  then outstanding to the total number of shares of both classes of
common stock then outstanding.

In July 1993, the Board of Directors  authorized a new share repurchase  program
under  which up to  1,250,000  shares of Services  Stock and  250,000  shares of
Minerals  Stock may be  repurchased  from time to time in the open  market or in
private transactions, as conditions warrant, not to exceed an aggregate purchase
price of  $43,000.  Through  December  31,  1994,  a total of 256,100  shares of
Services  Stock were  repurchased  at a total cost of $6,188,  all of which were
repurchased  in 1994.  Through  December 31,  1994, a total of 38,500  shares of
Minerals Stock were  repurchased at a total cost of $808, of which 19,700 shares
were acquired in 1994 at a total cost of $401.  The program to acquire shares in
the open market remains in effect in 1995.

The Company has  authority to issue up to 2,000,000  shares of preferred  stock,
par value $10 per share.  In January 1994,  the Company issued 161,000 shares of
its $31.25 Series C Cumulative  Convertible  Preferred  Stock, par value $10 per
share (the "Convertible  Preferred Stock"). The Convertible Preferred Stock pays
an annual cumulative dividend of $31.25 per share payable quarterly, in cash, in
arrears, out of all funds of the Company legally available  therefore,  when, as
and if  declared  by  the  Board  of  Directors  of the  Company,  and  bears  a
liquidation  preference  of $500 per share,  plus an amount equal to accrued and
unpaid  dividends  thereon.  Each share of the  Convertible  Preferred  Stock is
convertible at the option of the holder at any time, unless previously  redeemed
or, under certain circumstances,  called for redemption, into shares of Minerals
Stock at a conversion  price of $32.175 per share of Minerals Stock,  subject to
adjustment in certain  circumstances.  Except under certain  circumstances,  the
Convertible  Preferred Stock is not redeemable prior to February 1, 1997. On and
after such date, the Company may at its option, redeem the Convertible Preferred
Stock, in whole or in part, for cash initially at a price of $521.875 per share,
and  thereafter at prices  declining  ratably  annually on each February 1 to an
amount  equal to $500.00 per share on and after  February 1, 2004,  plus in each
case an amount equal to accrued and unpaid  dividends on the date of redemption.
Except under certain  circumstances  or as prescribed by Virginia law, shares of
the  Convertible  Preferred  Stock are  nonvoting.  Other  than the  Convertible
Preferred  Stock  no  shares  of  preferred   stock  are  presently   issued  or
outstanding.

In July 1994,  the Board of Directors of the Company  authorized  the repurchase
from  time  to time of up to  $15,000  of  Convertible  Preferred  Stock.  As of
December 31, 1994, 8,350 shares at a total cost of $3,366 have been repurchased.
The program to acquire shares remains in effect in 1995.

Under a Shareholder  Rights Plan adopted by the Company's  Board of Directors in
1987  and  amended  in  December  1988,  rights  to  purchase  a  new  Series  A
Participating Cumulative Preferred Stock (the "Series A Preferred Stock") of the
Company were  distributed  as a dividend at the rate of one right for each share
of the Company's  common stock.  Pursuant to the Services  Stock  Proposal,  the
Shareholders  Rights Plan was amended and  restated to reflect the change in the
capital  structure of the Company.  Each existing  right was amended to become a
Pittston  Services Group right (a "Services  Right").  Holders of Minerals Stock
received  one  Pittston  Minerals  Group  right (a  "Minerals  Right")  for each
outstanding share of Minerals Stock. Each Services Right, if and when it becomes
exercisable,  will entitle the holder to purchase  one-thousandth  of a share of
Series A Preferred Stock at a purchase price of $40, subject to adjustment. Each
Minerals Right, if and when it becomes  exercisable,  will entitle the holder to
purchase  one-  thousandth  of a share  of  Series  B  Participating  Cumulative
Preferred  Stock (the  "Series B Preferred  Stock") at a purchase  price of $40,
subject to adjustment.  Each  fractional  share of Series A Preferred  Stock and
Series B Preferred  Stock will be entitled to  participate  in dividends  and to
vote on an equivalent  basis with one whole share of Services Stock and Minerals
Stock,  respectively.  Each right will not be exercisable until ten days after a
third party  acquires 20% or more of the total voting rights of all  outstanding
Services  Stock and Minerals  Stock or ten days after  commencement  of a tender
offer or  exchange  offer by a third  party for 30% or more of the total  voting
rights of all outstanding Services Stock and Minerals Stock. If after the rights
become  exercisable,  the  Company  is  acquired  in a merger or other  business
combination,  each right will entitle the holder to  purchase,  for the purchase
price,  common stock of the surviving or acquiring company having a market value
of twice the purchase  price. In the event a third party acquires 30% or more of
all  outstanding  Services  Stock and  Minerals  Stock or engages in one or more
"self  dealing"  transactions  with the  Company,  the rights will  entitle each
holder to purchase,  at the purchase price,  that number of fractional shares of
Series A Preferred Stock and Series B Preferred  Stock  equivalent to the number
of shares of common stock which at the time of the triggering event would have a
market  value of twice the  purchase  price.  The rights may be  redeemed by the
Company at a price of $.01 per right and expire on September 25, 1997.

The Company's  Articles of  Incorporation  limits dividends on Minerals Stock to
the  lesser of (i) all funds of the  Company  legally  available  therefore  (as
prescribed by Virginia law) and (ii) the Available  Minerals Dividend Amount (as
defined in the Articles of  Incorporation).  At December 31, 1994, the Available
Minerals  Dividend Amount was at least $24,788.  Dividends on Minerals Stock are
also restricted by covenants in the Company's public  indentures and bank credit
agreements (Note 7).

In December  1992,  the Company formed The Pittston  Company  Employee  Benefits
Trust (the "Trust") to hold shares of its common stock to fund obligations under
certain employee benefit programs. Upon formation of the Trust, the Company sold
for a promissory note of the Trust,  4,000,000 new shares of its common stock to
the Trust at a price equal to the fair value of the stock

on the date of sale.  Upon approval of the Services  Stock  Proposal,  3,871,826
shares in the Trust were  redesignated  as Services  Stock and 774,365 shares of
Minerals Stock were  distributed to the Trust.  At December 31, 1994,  3,778,565
shares of  Services  Stock  (3,853,778  in 1993) and  723,218  (770,301 in 1993)
shares of Minerals Stock remained in the Trust,  valued at market.  These shares
will be  voted  by the  trustee  in the same  proportion  as those  voted by the
Company's employees  participating in the Company's Savings Investment Plan. The
fair market  value of the shares is  included in each issue of common  stock and
capital in excess of par and, in total,  as a reduction to common  shareholders'
equity in the Company's consolidated balance sheet.

10. ACQUISITIONS 

During 1994, a wholly owned  indirect  subsidiary  of the Company  completed the
acquisition of  substantially  all of the coal mining  operations and coal sales
contracts of Addington  Resources,  Inc. for $157,324.  The acquisition has been
accounted for as a purchase;  accordingly, the purchase price has been allocated
to the underlying  assets and liabilities  based on their  respective  estimated
fair value at the date of  acquisition.  The fair value of assets  acquired  was
$173,959 and liabilities assumed was $138,518.  The excess of the purchase price
over the fair value of assets acquired and liabilities  assumed was $121,883 and
is being amortized over a period of forty years.

The acquisition was financed by the issuance of $80,500 of Convertible Preferred
Stock (Note 9) and additional  borrowing  under existing credit  facilities.  In
March 1994, the  additional  debt incurred for this  acquisition  was refinanced
with a portion of the proceeds from the five-year term loan (Note 7).

The  following  pro forma  results,  however,  assume that the  acquisition  and
related financing had occurred at the beginning of 1993. The unaudited pro forma
data  below are not  necessarily  indicative  of the  results  that  would  have
occurred if the  transaction was in effect for the year ended December 31, 1993,
nor are they indicative of the future results of operations of the Company.

                                                  Pro Forma (Unaudited)
                                                 Year Ended December 31
                                                                   1993
- -------------------------------------------------------------------------
Net sales and operating revenues                             $2,527,720 
=========================================================================
Net income                                                   $   29,769 
=========================================================================

Pittston Services Group: 
Net income attributed to common shares                       $   47,126 
- -------------------------------------------------------------------------
Net income per common share                                  $     1.28 
- -------------------------------------------------------------------------
Average common shares outstanding                                36,907 
=========================================================================

Pittston Minerals Group: 
Net loss attributed to common shares                         $  (22,388) 
=========================================================================
Net loss per common share                                    $    (3.03) 
- -------------------------------------------------------------------------
Average common shares outstanding                                 7,381 
=========================================================================

In addition, during 1994, the Company acquired several small businesses and made
a  contingent  payment  related to an  acquisition  made in a prior year.  Total
consideration paid was $5,938.

During 1993, the Company  acquired one small business and made  installment  and
contingency  payments  related to other  acquisitions  made in prior years.  The
total consideration paid was $1,435.

During 1992, the Company acquired several  businesses for an aggregate  purchase
price of $47,800  including debt and installment  payments to be made of $2,864.
The fair value of assets  acquired  was  $50,858  and  liabilities  assumed  was
$3,058.  In addition,  the Company made cash payments of $7,624 in the aggregate
for an equity investment and contingency payments for acquisitions made in prior
years.

The  acquisitions  in 1993 and 1992 have been accounted for as purchases and the
purchase price for each  acquisition was essentially  equal to the fair value of
assets acquired.

In 1994, 1993 and 1992 the results of operations of the acquired  companies have
been  included  in the  Company's  results  of  operations  from  their  date of
acquisition.

11. COAL JOINT VENTURE 

The  Company,  through  a  wholly  owned  indirect  subsidiary,  entered  into a
partnership  agreement in 1982 with four other coal  companies to construct  and
operate coal port facilities in Newport News,  Virginia,  in the Port of Hampton
Roads (the "Facilities").  The Facilities  commenced operations in 1984, and now
have an annual  throughput  capacity of 22 million tons,  with a ground  storage
capacity of approximately 2 million tons. The Company  initially had an indirect
25% interest in the partnership,  DTA.  Initial  financing of the Facilities was
accomplished through the issuance of

$135,000  principal  amount of revenue bonds by the Peninsula Ports Authority of
Virginia (the "Authority"), which is a political subdivision of the Commonwealth
of Virginia. In 1987, the original revenue bonds were refinanced by the issuance
of  $132,800 of coal  terminal  revenue  refunding  bonds of which two series of
these bonds in the aggregate  principal  amount of $33,200 were  attributable to
the  Company.  In 1990,  the  Company  acquired  an  additional  indirect 7 1/2%
interest in the DTA  partnership,  increasing its ownership to 32 1/2%. With the
increase in ownership,  $9,960 of the remaining  four  additional  series of the
revenue  refunding  bonds of $99,600  became  attributable  to the  Company.  In
November 1992, all bonds  attributable  to the Company were  refinanced with the
issuance  of a new  series  of coal  terminal  revenue  refunding  bonds  in the
aggregate  principal  amount of  $43,160.  The new  series of bonds bear a fixed
interest rate of 7 3/8%.  The Authority  owns the  Facilities and leases them to
DTA for the life of the bonds,  which  mature on June 1, 2020.  DTA may purchase
the  Facilities  for $1 at the end of the lease  term.  The  obligations  of the
partners are several, and not joint.

Under loan  agreements  with the  Authority,  DTA is obligated to make  payments
sufficient to provide for the timely payment of the principal of and interest on
the bonds of the new series.  Under a  throughput  and handling  agreement,  the
Company has agreed to make  payments to DTA that in the  aggregate  will provide
DTA with sufficient funds to make the payments due under the loan agreements and
to pay the Company's share of the operating costs of the Facilities. The Company
has also unconditionally guaranteed the payment of the principal of and premium,
if any,  and the  interest on the new series of bonds.  Payments  for  operating
costs aggregated  $7,173 in 1994, $7,949 in 1993 and $6,819 in 1992. The Company
has the  right to use 32 1/2% of the  throughput  and  storage  capacity  of the
Facilities  subject to user rights of third parties which pay the Company a fee.
The Company pays throughput and storage charges based on actual usage at per ton
rates determined by DTA.

12. LEASES 

The Company and its subsidiaries lease aircraft, facilities, vehicles, computers
and coal  mining and other  equipment  under  long-term  operating  leases  with
varying terms,  and most of the leases contain renewal and/or purchase  options.
As  of  December  31,  1994,  aggregate  future  minimum  lease  payments  under
noncancellable operating leases were as follows:

                                                   Equipment 
                 Aircraft        Facilities          & Other           Total 
- -------------------------------------------------------------------------------
1995              $30,237            31,652           35,977          97,866 
1996               22,641            25,286           24,962          72,889 
1997               20,983            21,727           17,678          60,388 
1998                4,815            18,619           11,164          34,598 
1999                    -            14,886            4,420          19,306 
2000                    -            13,052            1,657          14,709 
2001                    -            10,334              694          11,028 
2002                    -             8,545              419           8,964 
2003                    -             7,797              418           8,215 
2004                    -             7,384              417           7,801 
Later Years             -            58,987            3,716          62,703 
- -------------------------------------------------------------------------------
                  $78,676           218,269          101,522         398,467 
===============================================================================

These  amounts  are net of  aggregate  future  minimum  noncancellable  sublease
rentals of $6,161.

A wholly-owned  subsidiary of the Company entered into two transactions covering
various  leases which  provided for the  replacement of eight B707 aircraft with
seven DC8-71  aircraft and completed an evaluation of other fleet related costs.
One transaction, representing four aircraft, was reflected in the 1993 financial
statements, while the other transaction,  covering the remaining three aircraft,
was  reflected  in the  1992  financial  statements.  The net  effect  of  these
transactions did not have a material impact on operating profit for either year.

Rent expense  amounted to $110,414 in 1994,  $91,439 in 1993 and $84,365 in 1992
and is net of sublease rentals of $800, $862 and $1,488, respectively.

The Company incurred capital lease obligations of $3,152 in 1994, $1,601 in 1993
and $2,316 in 1992.  In  addition,  in 1994 the Company  assumed  capital  lease
obligations  of $16,210 as part of the  Addington  Resources,  Inc.  acquisition
(Note 10). As of December 31, 1994,  the  Company's  obligations  under  capital
leases were not significant.

13. EMPLOYEE BENEFIT PLANS 

The  Company  and its  subsidiaries  maintain  several  noncontributory  defined
benefit  pension plans covering  substantially  all nonunion  employees who meet
certain minimum requirements.  Benefits of most of the plans are based on salary
and years of service. The Company's policy is to fund the actuarially determined
amounts  necessary to provide assets  sufficient to meet the benefits to be paid
to plan participants in accordance with applicable

regulations.  The net pension  expense  (credit) for 1994, 1993 and 1992 for all
plans is as follows:

                                                   Year Ended December 31 
                                               1994         1993          1992
- --------------------------------------------------------------------------------
Service cost - benefits earned 
   during year                             $ 12,169        9,680         9,185 
Interest cost on projected benefit 
   obligation                                19,781       19,098        17,593 
Loss (return) on assets - actual                576      (46,089)      (31,144)
(Loss) return on assets - deferred          (33,601)      16,154         1,935 
Other amortization, net                       1,441         (440)      (11,669)
- --------------------------------------------------------------------------------
Net pension expense (credit)               $    366       (1,597)      (14,100)
================================================================================

The assumptions  used in determining  the net pension  expense  (credit) for the
Company's major pension plan were as follows:

                                                   1994       1993       1992 
- -------------------------------------------------------------------------------
Interest cost on projected benefit obligation      7.5%       9.0%       9.0% 
Expected long-term rate of return on assets       10.0%      10.0%      10.0% 
Rate of increase in compensation levels            4.0%       5.0%       5.0% 

The funded status and prepaid  pension expense at December 31, 1994 and 1993 for
all plans are as follows:

                                                        1994            1993
- --------------------------------------------------------------------------------
Actuarial present value of accumulated  
  benefit obligation: 
Vested                                              $198,510         214,017 
Nonvested                                             12,652          11,867 
- --------------------------------------------------------------------------------
                                                     211,162         225,884 
Benefits attributable to projected salaries           33,777          46,979 
- --------------------------------------------------------------------------------
Projected benefit obligation                         244,939         272,863 
Plan assets at fair value                            339,973         351,021 
- --------------------------------------------------------------------------------
Excess of plan assets over projected 
  benefit obligation                                  95,034          78,158 
Unamortized initial net asset                         (4,499)         (5,505)
Unrecognized experience loss                          24,247          40,715 
Unrecognized prior service cost                        1,963           2,149 
- --------------------------------------------------------------------------------
Net pension assets                                   116,745         115,517 
Current pension liability                              2,208           1,549 
- --------------------------------------------------------------------------------
Deferred pension asset per balance sheet            $118,953         117,066 
================================================================================

For the  valuation  of pension  obligations  and the  calculation  of the funded
status,  the  discount  rate was  8.75% in 1994 and 7.5% in 1993.  The  expected
long-term  rate of return on assets was 10% in both years.  The rate of increase
in compensation levels used was 4% in 1994 and 1993.

The  unrecognized  initial  net asset at  January 1, 1986  (January  1, 1989 for
certain foreign  pension plans),  the date of adoption of Statement of Financial
Accounting  Standards No. 87, has been  amortized  over the estimated  remaining
average  service life of the employees.  As of December 31, 1994,  approximately
70% of plan assets were  invested in equity  securities  and 30% in fixed income
securities.

Under the 1990 collective  bargaining  agreement with the United Mine Workers of
America ("UMWA"), the Company has made payments,  based on hours worked, into an
escrow account  established  for the benefit of union  employees  (Note 17). The
total amount  accrued and escrowed by the Company's coal  operations  under this
agreement  as  at  December  31,  1994  and  1993,   was  $23,120  and  $21,064,
respectively.  The amount  escrowed  and  accrued  is  included  in  "Short-term
investments" and "Miscellaneous accrued liabilities".

The Company and its subsidiaries also provide certain postretirement health care
and life  insurance  benefits for eligible  active and retired  employees in the
United States and Canada.

For the years 1994, 1993 and 1992, the components of periodic  expense for these
postretirement benefits were as follows:

                                                      Year Ended December 31 
                                                    1994       1993        1992 
- --------------------------------------------------------------------------------
Service cost - benefits earned during year       $ 2,446      2,695       2,379 
Interest cost on accumulated postretirement 
   benefit obligation                             21,429     21,485      19,576 
Amortization of (gains) losses                     2,804        393          (6)
- --------------------------------------------------------------------------------
Total expense                                    $26,679     24,573      21,949 
================================================================================

Interest costs on the accumulated  postretirement  benefit obligation were based
upon rates of 7.5% in 1994 and 9% in 1993 and 1992.

At December 31, 1994 and 1993, the actuarial and recorded  liabilities for these
postretirement benefits, none of which have been funded, were as follows:

                                                          1994            1993 
- --------------------------------------------------------------------------------
Accumulated postretirement benefit obligation: 
Retirees                                              $217,307         202,473 
Fully eligible active plan participants                 22,203          45,913 
Other active plan participants                          19,449          42,957 
- --------------------------------------------------------------------------------
                                                       258,959         291,343 
Unrecognized experience loss                           (22,928)        (63,495)
- --------------------------------------------------------------------------------
Liability included on the balance sheet                236,031         227,848 
Less current portion                                    17,293          15,630 
- --------------------------------------------------------------------------------
Noncurrent liability for postretirement 
  health care and life insurance benefits             $218,738         212,218 
================================================================================

The accumulated  postretirement benefit obligation was determined using the unit
credit method and an assumed discount rate of 8.75% in 1994 and 7.5%

in 1993. The assumed health care cost trend rate used in 1994 was 10% for pre-65
retirees, grading down to 5% in the year 2001. For post-65 retirees, the assumed
trend  rate in 1994 was 8%,  grading  down to 5% in the year 2001.  The  assumed
Medicare  cost  trend rate used in 1994 was 7%,  grading  down to 5% in the year
2001.

A percentage  point  increase  each year in the health care cost trend rate used
would have resulted in a $2,820  increase in the aggregate  service and interest
components  of  expense  for  the  year  1994,  and a  $40,986  increase  in the
accumulated postretirement benefit obligation at December 31, 1994.

The Company also sponsors a Savings-Investment Plan to assist eligible employees
in  providing  for  retirement  or  other  future  financial   needs.   Employee
contributions  are  matched  at  rates  of 50% to 125% up to 5% of  compensation
(subject to certain limitations imposed by the Internal Revenue Code of 1986, as
amended).  Contribution expense under the plan aggregated $5,848 in 1994, $5,381
in 1993 and $5,391 in 1992.

In May 1994,  the Company's  shareholders  approved the Employee  Stock Purchase
Plan effective July 1, 1994.  Eligible employees may elect to purchase shares of
Minerals  Stock and Services  Stock at the lower of 85% of the fair market value
as of specified  dates.  Under this plan  employees  purchased  11,843 shares of
Minerals Stock for $187 and 26,444 shares of Services Stock for $590.

The Company sponsors several other defined  contribution  benefit plans based on
hours worked, tons produced or other measurable factors. Contributions under all
of these plans aggregated $1,026 in 1994 and $918 in 1993 and 1992.

In October  1992,  the Coal  Industry  Retiree  Health  Benefit Act of 1992 (the
"Health  Benefit Act") was enacted as part of the Energy Policy Act of 1992. The
Health  Benefit  Act  established  rules for the  payment of future  health care
benefits for thousands of retired union mine workers and their dependents.  Part
of the burden for these  payments  was  shifted by the Health  Benefit  Act from
certain  coal  producers,  which  had a  contractual  obligation  to  fund  such
payments,  to producers  such as the Company  which have  collective  bargaining
agreements with the UMWA that do not require such payments and to numerous other
companies  which are no longer in the coal  business.  The  Health  Benefit  Act
established a trust fund to which "signatory  operators" and "related  persons,"
including  the  Company  and  certain of its coal  subsidiaries  (the  "Pittston
Companies")  are  obligated to pay annual  premiums for assigned  beneficiaries,
together  with a pro rata share for certain  beneficiaries  who never worked for
such  employers  ("unassigned  beneficiaries"),  in  amounts  determined  by the
Secretary  of Health  and Human  Services  on the basis set forth in the  Health
Benefit  Act.  For 1993 and  1994,  this  liability  (on a  pre-tax  basis)  was
approximately  $9,100 and $11,000,  respectively.  The Company believes that the
annual  liability  under the  Health  Benefit  Act for the  Pittston  Companies'
assigned  beneficiaries  will  continue in the $10,000 to $11,000  range for the
next eight years and should  begin to decline  thereafter  as the number of such
assigned beneficiaries decreases.

Based on the number of  beneficiaries  actually  assigned by the Social Security
Administration, the Company estimates the aggregate pre-tax

liability  relating  to  the  Pittston  Companies'  assigned   beneficiaries  at
approximately $250,000,  which when discounted at 8.75% provides a present value
estimate of approximately $100,000.

The  ultimate  obligation  that  will  be  incurred  by  the  Company  could  be
significantly  affected  by,  among  other  things,   increased  medical  costs,
decreased number of beneficiaries,  governmental  funding  arrangements and such
federal health benefit  legislation of general application as may be enacted. In
addition,  the Health  Benefit Act requires the Pittston  Companies to fund, pro
rata according to the total number of assigned  beneficiaries,  a portion of the
health benefits for unassigned beneficiaries. At this time, the funding for such
health  benefits is being  provided  from another  source and for this and other
reasons  the  Pittston   Companies'   ultimate  obligation  for  the  unassigned
beneficiaries  cannot be determined.  The Company  accounts for its  obligations
under the Health  Benefit  Act as a  participant  in a  multi-employer  plan and
recognizes the annual cost on a pay-as-you-go basis.

14. RESTRUCTURING AND OTHER CHARGES, INCLUDING LITIGATION ACCRUAL 

The market for metallurgical  coal, for most of the past fifteen years, has been
characterized   by  weak  demand  from  primary  steel   producers  and  intense
competition  from  foreign coal  producers,  especially  those in Australia  and
Canada. Metallurgical coal sales contracts typically are subject to annual price
negotiations,  which  increase  the risk of  market  forces.  As a result of the
continuing  long-term  decline  in the  metallurgical  coal  markets,  which was
further  evidenced  by  significant  price  reductions  in early 1994,  the Coal
operations accelerated its strategy of decreasing its exposure to these markets.
After a review of the economic  viability of the  remaining  metallurgical  coal
assets in early 1994,  management determined that four underground mines were no
longer  economically  viable  and  should be  closed  resulting  in  significant
economic  impairment to three related  preparation  plants. In addition,  it was
determined that one surface steam coal mine, the Heartland mine,  which provided
coal to Alabama Power Company under a long-term sales agreement, would be closed
due to rising costs caused by unfavorable geological conditions.

As a result of these decisions, the Company incurred a pre-tax charge of $90,806
in 1994 ($58,116  after tax) which included a reduction in the carrying value of
these assets and related accruals for mine closure costs. These charges included
asset  write-downs  of $46,487  which  reduced the book  carrying  value of such
assets to what  management  believes to be their net  realizable  value based on
either  estimated  sales or leasing of such property to unrelated third parties.
In addition,  the charges  included  $3,836 for required  lease payments owed to
lessors for machinery and equipment  that would be idled as a result of the mine
and  facility  closures.  The charges also  included  $19,290 for mine and plant
closure   costs  which   represented   estimates  for   reclamation   and  other
environmental  costs to be incurred to bring the  properties in compliance  with
federal and state mining and  environmental  laws. This accrual was required due
to the  premature  closing of the mines.  The accrual also  included  $21,193 in
contractually or statutorily required employee severance and other benefit costs
associated  with   termination  of  employees  at  these  facilities  and  costs
associated with inactive  employees at these facilities.  Such employee benefits
included severance payments, medical insurance, workers' compensation and other

benefits and have been calculated in accordance with  contractually  (collective
bargaining  agreements  signed by  certain  coal  subsidiaries  included  in the
Company) and legally required employee severance and other benefits.

Of the four underground mines, two have ceased coal production (one in the first
half of  1995),  while  the  remaining  two mines  are  expected  to cease  coal
production in 1995.  In 1994 the Company  reached  agreement  with Alabama Power
Company to transfer the coal sales  contract  serviced by the Heartland  mine to
another  location in West Virginia.  The Heartland  mine ceased coal  production
during 1994 and final reclamation and environmental  work is in process.  At the
beginning of 1994, there were approximately 750 employees involved in operations
at these  facilities  and  other  administrative  support.  Employment  at these
facilities  was reduced by 52% to  approximately  360  employees at December 31,
1994 and by 78% to approximately 165 employees at June 30, 1995.

Although  coal  production  has or will cease at the mines  contemplated  in the
accrual,  the Company will incur reclamation and environmental costs for several
years  to  bring  these  properties  into  compliance  with  federal  and  state
environmental  laws. In addition,  employee  termination  and medical costs will
continue to be incurred for several years after the facilities have been closed.
The  significant  portion  of  these  employee  liabilities  is for  statutorily
provided  workers'  compensation  costs for inactive  employees.  Such  benefits
include  indemnity  and  medical  payments  as  required  under  state  workers'
compensation laws. The long payment periods are based on continued,  and in some
cases,  lifetime  indemnity and medical payments to injured former employees and
their surviving spouses.  Management  believes that the charges incurred in 1994
should be sufficient  to provide for these future costs and does not  anticipate
material  additional future charges to operating  earnings for these facilities,
although continual cash funding will be required over the next several years.

In 1993 the Company  incurred a pre-tax  charge of $78,633  ($48,897  after tax)
relating to mine closing  costs  including  employee  benefit  costs and certain
other  noncash  charges,  together  with  previously  reported  litigation  (the
"Evergreen  Case")  brought  against  the  Company  and a  number  of  its  coal
subsidiaries  by the  trustees  of  certain  pension  and  benefit  trust  funds
established  under  collective  bargaining  agreements  with the UMWA (Note 17).
These charges impacted Coal and Mineral Ventures  operating profit in the amount
of $70,713 and $7,920, respectively.

The charge in the Mineral Ventures segment in 1993, related to the write-down of
the  Company's  investment  in the Uley  graphite  mine in  Australia.  Although
reserve drilling of the Uley property indicates  substantial  graphite deposits,
processing difficulties,  depressed graphite prices which remained significantly
below the  level  prevailing  at the start of the  project  and an  analysis  of
various technical and marketing conditions affecting the project resulted in the
determination  that the assets had been impaired and that loss  recognition  was
appropriate.  The charge included asset write-downs of $7,496, which reduced the
carrying value of such assets to zero.

The following  table analyzes the changes in  liabilities  during the last three
years for facility closure costs recorded as restructuring and other charges:

                                                            Employee 
                                                 Mine   Termination, 
                                   Leased         and        Medical 
                                Machinery       Plant            and 
                                      and     Closure      Severance 
                                Equipment       Costs          Costs      Total 
- --------------------------------------------------------------------------------
Balance as of January 
  1, 1993 (a)                      $1,146      35,499         35,413     72,058 
Additions                           2,782       1,598          6,267     10,647 
Payments (b)                          836       8,663          7,463     16,962 
- --------------------------------------------------------------------------------
Balance as of December 
  31, 1993                          3,092      28,434         34,217     65,743 
Additions                           3,836      19,290         21,193     44,319 
Payments (c)                        3,141       9,468         12,038     24,647 
- --------------------------------------------------------------------------------
Balance as of December 
  31, 1994                          3,787      38,256         43,372     85,415 
Payments (unaudited) (d)            1,018       6,294          4,198     11,510 
- --------------------------------------------------------------------------------
Balance as of June 
  30, 1995 (unaudited)             $2,769      31,962         39,174     73,905 
================================================================================

(a)  These  amounts  represent the remaining  liabilities  for facility  closure
     costs  recorded as  restructuring  and other  charges in prior  years.  The
     original  charges  included  $2,312 for  leased  machinery  and  equipment,
     $50,645  principally  for  incremental  facility  closing costs,  including
     reclamation  and $47,841 for employee  benefit  costs,  primarily  workers'
     compensation, which will continue to be paid for several years.

(b)  These  amounts  represent  total  cash  payments  made  during the year for
     liabilities recorded in prior years.

(c)  These amounts  represent total cash payments made during the year for these
     charges. Of the total payments made, $8,672 was for liabilities recorded in
     years  prior to  1993,  $5,822  was for  liabilities  recorded  in 1993 and
     $10,153 was for liabilities recorded in 1994.

(d)  Payments made in the first six months of 1995 (unaudited),  included $6,401
     related to pre-1994  liabilities and $5,109 for liabilities recorded in the
     first quarter of 1994.

During  the next  twelve  months,  expected  cash  funding  of these  charges is
approximately  $15,000  to  $20,000.  Management  estimates  that the  remaining
liability for leased  machinery  and equipment  will be fully paid over the next
two years.  The  liability  for mine and plant  closure  costs is expected to be
satisfied over the next ten years of which  approximately  70% is expected to be
paid over the first three years. The liability for employee related costs, which
is primarily workers' compensation, is estimated to be 70% settled over the next
five years with the balance paid during the following five to ten years.

15. OTHER INCOME AND EXPENSE 

Other   operating   income  includes  the  Company's  share  of  net  income  of
unconsolidated  affiliated  companies  which are  carried on the equity  method,
royalty income and gains on sales of assets.

Amounts presented include the accounts of the following equity affiliates: 

                                                                      Ownership 
                                                           At December 31, 1994 
- --------------------------------------------------------------------------------

Servicio Pan Americano De Protecion, S.A. (Mexico)                        20.0% 
Brink's Panama, S.A.                                                      49.0% 
Brink's De Colombia S.A.                                                  46.5% 
Brink's S.A. (France)                                                     38.0% 
Brink's Schenker, GmbH (Germany)                                          50.0% 
Brink's Securmark S.p.A. (Italy)                                          24.5% 
Security Services (Brink's Jordan), W.L.L.                                45.0% 
Brink's-Allied Limited (Ireland)                                          50.0% 
Brink's Ayra India Private Limited                                        40.0% 
Brink's Pakistan (Pvt.) Limited                                           49.0% 
Brink's (Thailand) Ltd.                                                   40.0% 
Brink's Taiwan Limited                                                    50.0% 
Burlington International Forwarding Ltd. (Taiwan)                         33.3% 
Mining Project Investors Limited (Australia)                              34.2% 
MPI Gold (USA)                                                            34.2% 

The  following  table  presents  summarized   financial   information  of  these
companies.

                                            1994           1993          1992 
- ------------------------------------------------------------------------------
Revenues                                $833,056        727,697       696,840 
Gross profit                             154,608        147,778       127,987 
Net income                                23,503         26,530        31,396 

The Company's share of net income       $  6,336          7,503         7,996 
==============================================================================
Current assets                          $180,868        196,480 
Noncurrent assets                        299,338        230,939 
Current liabilities                      145,549        155,572 
Noncurrent liabilities                   160,876        108,286 
Net equity                              $173,781        163,561 

Undistributed  earnings  of such  companies  included in  consolidated  retained
earnings approximated $40,536 at December 31, 1994.

Other income (expense),  net included a gain aggregating $2,341 in 1992 from the
sale of investments in leveraged  leases,  which increased the Minerals  Group's
net income by $.37 per share in 1992.

16. SEGMENT INFORMATION 

Net sales and operating revenues by geographic area are as follows: 

                                                      Year Ended December 31 
                                    1994               1993             1992 
- ------------------------------------------------------------------------------
United States: 
Domestic customers            $1,477,450          1,172,880        1,035,646 
Export customers                 274,695            315,664          347,614 
- ------------------------------------------------------------------------------
                               1,752,145          1,488,544        1,383,260 
International operations         915,130            767,577          689,781 
- ------------------------------------------------------------------------------
                              $2,667,275          2,256,121        2,073,041 
==============================================================================

Segment operating profit by geographic area is as follows: 

                                                    Year Ended December 31 
                                  1994               1993             1992 
- ----------------------------------------------------------------------------
United States                  $11,770              5,139           68,896 
International operations        47,279             37,692           26,576 
- ----------------------------------------------------------------------------
                               $59,049             42,831           95,472 
============================================================================

Identifiable assets by geographic area are as follows: 

                                                          As of December 31 
                                      1994           1993              1992 
- ------------------------------------------------------------------------------
United States                   $1,252,057        945,122           919,845 
International operations           389,074        329,574           331,970 
- ------------------------------------------------------------------------------
                                $1,641,131      1,274,696         1,251,815 
==============================================================================

Segment  operating profit includes  restructuring  and other charges,  including
litigation accrual  aggregating $90,806 in 1994, all of which is included in the
United States and $78,633 in 1993, of which $70,713 is included in United States
and $7,920 is included in other foreign (Note 14).

Industry segment information is as follows: 
                                                         Year Ended December 31 
                                                1994         1993          1992 
- --------------------------------------------------------------------------------
Revenues: 
Burlington                                $1,215,284      998,079       900,347 
Brink's                                      547,046      481,904       444,018 
BHS                                          109,947       89,049        70,805 
Coal                                         779,504      672,244       657,871 
Mineral Ventures                              15,494       14,845             - 
- --------------------------------------------------------------------------------
Consolidated revenues                     $2,667,275    2,256,121     2,073,041 
================================================================================
Operating Profit (Loss): 
Burlington                                $   69,224       37,971        15,118 
Brink's (a)                                   39,710       35,008        30,354 
BHS (b)                                       32,432       26,400        16,451 
Coal (c)                                     (83,451)     (48,246)       36,905 
Mineral Ventures (c)                           1,134       (8,302)       (3,356)
- --------------------------------------------------------------------------------
Segment operating profit (loss)               59,049       42,831        95,472 
General Corporate expense                    (16,176)     (16,732)      (17,110)
Pension credit                                     -            -        11,130 
- --------------------------------------------------------------------------------
Consolidated operating profit (loss)      $   42,873       26,099        89,492 
================================================================================

(a)  Includes  equity in net  income of  unconsolidated  foreign  affiliates  of
     $6,048 in 1994, $6,895 in 1993 and $8,133 in 1992 (Note 15).

(b)  As of January 1, 1992,  BHS elected to  capitalize  categories of costs not
     previously  capitalized for home security  installations to more accurately
     reflect  subscriber  installation  costs.  The  effect  of this  change  in
     accounting  principle was to increase  operating  profit by $4,137 in 1994,
     $4,051 in 1993 and $4,321 in 1992 (Note 4).

(c)  Operating  profit  (loss) of the Coal segment  includes  restructuring  and
     other charges,  including litigation accrual of $90,806 in 1994 and $70,713
     in 1993 (Note 14).  Operating loss of the Mineral Ventures segment includes
     restructuring and other charges of $7,920 in 1993 (Note 14).

Capital Expenditures: 
Burlington                                $   24,701       21,544        14,412 
Brink's                                       23,963       22,209        22,461 
BHS                                           34,071       26,409        22,855 
Coal                                          25,016       15,499        48,945 
Mineral Ventures                               2,514        2,690         6,526 
General Corporate                                209          110           206 
- --------------------------------------------------------------------------------
Consolidated capital expenditures         $  110,474       88,461       115,405 
================================================================================
Depreciation, Depletion and Amortization:                            
Burlington                                $   17,209       15,250        14,379 
Brink's                                       20,553       20,150        20,531 
BHS                                           17,817       14,357        12,215 
Coal                                          44,731       25,679        22,961 
Mineral Ventures                               1,202        1,779             3 
General Corporate                                344          350           335 
- --------------------------------------------------------------------------------
Consolidated depreciation, depletion                                 
   and amortization                       $  101,856       77,565        70,424 
================================================================================

                                                            As of December 31 
                                        1994            1993             1992 
- ------------------------------------------------------------------------------
Assets: 
Burlington                        $  472,440         418,694          406,459 
Brink's                              297,816         267,229          246,648 
BHS                                   87,372          72,609           65,781 
Coal                                 761,827         499,494          513,340 
Mineral Ventures                      21,676          16,670           19,587 
- ------------------------------------------------------------------------------
Identifiable assets                1,641,131       1,274,696        1,251,815 
General Corporate (primarily 
  cash, investments, advances 
  and deferred pension assets)        96,647          86,805           70,473 
- ------------------------------------------------------------------------------
Consolidated assets               $1,737,778       1,361,501        1,322,288 
==============================================================================

17. LITIGATION 

In 1988,  the trustees of certain  pension and benefit  trust funds  established
under  collective  bargaining  agreements  with the UMWA  brought an action (the
"Evergreen  Case") against the Company and a number of its coal  subsidiaries in
the United States District Court for the District of Columbia, claiming that the
defendants  are obligated to  contribute to such trust funds in accordance  with
the  provisions  of the  1988  and  subsequent  National  Bituminous  Coal  Wage
Agreements,  to which  neither  the  Company  nor any of its  subsidiaries  is a
signatory.  In January 1992, the Court issued an order granting summary judgment
in  favor of the  trustees  on the  issue of  liability,  which  was  thereafter
affirmed by the Court of Appeals.  In June 1993 the United States  Supreme Court
denied a  petition  for a writ of  certiorari.  The case  has been  remanded  to
District Court,  and damage and other issues remain to be decided.  In September
1993, the Company filed a motion seeking relief from the District  Court's grant
of summary judgment based on, among other things, the Company's  allegation that
plaintiffs  improperly  withheld  evidence  that  directly  refutes  plaintiffs'
representations  to the District Court and the Court of Appeals in this case. In
December  1993,  that motion was denied.  On May 23, 1994,  the trustees filed a
Motion for Entry of Final Judgment seeking  approximately  $71,100 in delinquent
contributions,  interest  and  liquidated  damages  through May 31,  1994,  plus
approximately  $17  additional  interest  and  liquidated  damages  for each day
between May 31,  1994 and the date final  judgment  is  entered,  plus  on-going
contributions  to the 1974  Pension  Plan.  The Company has opposed this motion.
There has been no decision on this motion or final judgment entered to date.

In furtherance of its ongoing effort to identify other  available  legal options
for seeking relief from what it believes to be an erroneous finding of liability
in the Evergreen  Case, the Company has filed suit against the  Bituminous  Coal
Operators  Association  ("BCOA")  and  others to hold them  responsible  for any
damages sustained by the Company as a result of the Evergreen Case. Although the
Company is continuing that effort,  the Company,  following the District Court's
ruling in December 1993, recognized the potential liability that may result from
an adverse  judgment in the Evergreen Case (Notes 13 and 14). In any event,  any
final  judgment  in the  Evergreen  Case will be subject to appeal.  In December
1994, the District

Court  ordered that the  Evergreen  Case, as well as related cases filed against
other coal  companies,  and the BCOA case,  be submitted  to mediation  before a
federal  judge in an effort to obtain a  settlement.  The  mediation  process is
on-going.

As a result  of the  Health  Benefit  Act  (Note  13),  there  is no  continuing
liability in this case in respect of health  benefit  funding after  February 1,
1993.

In April 1990,  the  Company  entered  into a  settlement  agreement  to resolve
certain  environmental  claims  against the  Company  arising  from  hydrocarbon
contamination at a petroleum terminal facility  ("Tankport") in Jersey City, New
Jersey, which operations were sold in 1983. Under the settlement agreement,  the
Company  is  obligated  to pay  80% of the  remediation  costs.  Based  on  data
available  to  the  Company  and  its  environmental  consultants,  the  Company
estimates  its  portion of the  cleanup  costs on an  undiscounted  basis  using
existing technologies to be between $6,700 and $14,100 over a period of three to
five years.  Management is unable to determine that any amount within that range
is a better estimate due to a variety of uncertainties, which include the extent
of the contamination at the site, the permitted technologies for remediation and
the regulatory  standards by which the clean-up will be conducted.  The clean-up
estimates have been modified in light of certain regulatory changes  promulgated
in December 1994.

The Company  commenced  insurance  coverage  litigation  in 1990,  in the United
States  District  Court for the  District of New Jersey,  seeking a  declaratory
judgment  that all  amounts  payable by the  Company  pursuant  to the  Tankport
obligation were reimbursable under comprehensive general liability and pollution
liability  policies  maintained by the Company.  Although the underwriters  have
disputed this claim,  management and its legal counsel  believe that recovery is
probable of  realization  in the full amount of the claim.  This  conclusion  is
based upon, among other things,  the nature of the pollution policies which were
broadly  designed to cover such contingent  liabilities,  the favorable state of
the law in the State of New Jersey  (whose  laws have been found to control  the
interpretation of the policies), and numerous other factual considerations which
support  the  Company's  analysis  of the  insurance  contracts  and  rebut  the
underwriters' defenses.  Accordingly, there is no net liability in regard to the
Tankport obligation.

18. COMMITMENTS 

At December 31, 1994, the Company had  contractual  commitments to purchase coal
which is primarily used to blend with Company mined coal.  Based on the contract
provisions these commitments are currently estimated to aggregate  approximately
$276,111 and expire from 1995 through 1998 as follows:

                           1995                     $105,112 
                           1996                       89,219 
                           1997                       56,970 
                           1998                       24,810 
- --------------------------------------------------------------------------------
                                                    $276,111 
================================================================================

Purchases under the contracts were $53,097 in 1994,  $81,069 in 1993 and $74,331
in 1992.

19. SUPPLEMENTAL CASH FLOW INFORMATION 

For the years ended December 31, 1994,  1993 and 1992,  cash payments for income
taxes, net of refunds received, were $23,406, $30,237 and $6,129,  respectively.
For the six months ended June 30, 1995 and 1994  (unaudited),  cash payments for
income taxes, net of refunds received were $16,474 and $11,514, respectively.

For the years ended December 31, 1994, 1993 and 1992, cash payments for interest
were $12,104, $10,207 and $11,553,  respectively.  For the six months ended June
30,  1995 and 1994  (unaudited),  cash  payments  for  interest  were $7,082 and
$5,816, respectively.

In June 1995,  the Company sold its rights under certain coal reserve leases and
the related  equipment for $2,800 in cash and notes  totaling  $2,882.  The cash
proceeds have been included in the Consolidated Statement of Cash Flows as "Cash
flow from investing activities:  Proceeds from disposals of property,  plant and
equipment".

In March 1995,  the Company sold surplus coal  reserves for cash of $2,878 and a
note  receivable  of  $2,317.  The  cash  proceeds  have  been  included  in the
Consolidated  Statement of Cash Flows as "Cash flow from  investing  activities:
Proceeds from disposals of property, plant and equipment".

In December  1993,  the Company  sold the  majority of the assets of its captive
mine supply  company.  Cash  proceeds  of $8,400 from the sale were  received on
January 2, 1994, and have been included in "Cash flow from investing activities:
Other, net" in 1994.

During 1993, the Company sold a coal  preparation  plant and related interest in
land,  equipment and facilities for mineral reserves with a fair market value of
$13,300  and cash of  $10,700.  The cash  proceeds  of  $10,700  less  $1,001 in
expenses  related to the transaction  were included in "Cash flow from investing
activities: Other, net".

20. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) 

Tabulated below are certain data for each quarter of 1994 and 1993. 

                                    1st           2nd          3rd          4th 
- --------------------------------------------------------------------------------
1994 Quarters: 
Net sales and operating 
   revenues                    $587,795       659,500      693,854      726,126 
Gross profit                     51,770       100,521       98,823      102,495 
Net income (loss)              $(63,568)       28,038       31,210       31,217 

Per Pittston Services Group  
   Common Share: 
Net income                     $    .28           .56          .66          .61 

Per Pittston Minerals Group 
   Common Share: 
Net income (loss) 
Primary                        $  (9.96)          .72          .74          .91 
Fully diluted                  $  (9.96)          .67          .61          .81 

1993 Quarters: 
Net sales and operating 
   revenues                    $531,748       554,659      569,438      600,276 
Gross profit                     64,476        74,537       82,925       88,963 
Net income (loss)              $  8,156        14,140       21,245      (29,395)

Per Pittston Services Group 
   Common Share: 
Net income                     $    .15           .30          .41          .41 

Per Pittston Minerals Group 
   Common Share: 
Net income (loss) 
Primary                        $    .38           .43          .80        (5.98)
Fully diluted                  $    .37           .43          .79        (5.98)

Net loss in the first quarter of 1994 included  restructuring  and other charges
of $58,116 (Note 14).

Net loss in the fourth quarter of 1993 included restructuring and other charges,
including litigation accrual of $48,897 (Note 14).

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

RESULTS OF OPERATIONS 

In the first six months of 1995, the Pittston Company (the "Company") reported a
net income of $38.7  million  compared  with a net loss of $35.5  million in the
first six months of 1994.  Operating  profit  totaled $58.6 million in the first
six months of 1995  compared to an operating  loss of $45.8 million in the prior
year  period.  The net loss and  operating  loss in the first six months of 1994
included  charges  totaling  $58.1  million  and  $90.8  million,  respectively,
attributable to the Company's Coal operations for asset  writedowns and accruals
for costs  related to facility  shutdowns.  Net income in the first half of 1995
was  positively  impacted by improved  results  from the  Brink's,  Incorporated
("Brink's"),  Brink's Home Security,  Inc. ("BHS") and Pittston Mineral Ventures
businesses, partially offset by lower results at Burlington. The 1995 first half
was also impacted by lower nonoperating expenses and higher net interest expense
compared with the same period of last year.

Net  income  for the  Company  for 1994 was $26.9  million  compared  with $14.1
million for 1993.  Operating profit totaled $42.9 million for 1994 compared with
$26.1  million  for 1993.  Net income  and  operating  profit for 1994  included
charges totaling $58.1 million and $90.8 million, respectively,  attributable to
the  Company's  Coal  operations  for asset  writedowns  and  accruals for costs
related  to  facility  shutdowns.  Net  income  and  operating  profit  for 1993
reflected similar charges, in addition to a litigation  accrual,  totaling $48.9
million and $78.6  million,  respectively.  Such  charges in 1993  impacted  the
Company's Coal and Mineral Ventures operations.  Net income and operating profit
for 1994 compared with 1993 were  positively  impacted by improved  results from
each of the  Company's  services  businesses,  which  include the  operations of
Burlington Air Express Inc.  ("Burlington"),  Brink's,  Incorporated ("Brink's")
and Brink's Home Security, Inc. ("BHS"), and from the Company's Mineral Ventures
business.  In addition to the impact of asset writedowns and other restructuring
charges year to year,  operating  results for Coal operations  declined for 1994
compared with 1993.

Net income and operating  profit for 1992 was $49.1  million and $89.5  million,
respectively. The comparison of net income and operating profit for 1993 is also
affected  by charges  incurred  beginning  in 1993 for  legislated  health  care
benefits  for retired  union mine  workers and their  dependents.  In 1993,  the
Company  recognized a pre-tax charge of $10 million ($6.5 million after tax) for
these  benefits.  Net  income  and  operating  profit  for 1992 were  positively
impacted by a pension  credit of $7.0 million and $11.1  million,  respectively,
relating  to the final year of  amortization  of the  unrecognized  initial  net
pension  asset at the date of  adoption of  Statement  of  Financial  Accounting
Standards ("SFAS") No. 87, "Employers' Accounting for Pensions". This credit was
recognized  over the estimated  remaining  average service life of the Company's
employees at the date of adoption.

Burlington Operations
- ---------------------
The  following  is a table  of  selected  financial  data  for  Burlington  on a
comparative basis:

(Dollars in thousands - 
except per pound/                   Six Months Ended 
shipment amounts)                        June 30                         Years Ended December 31 
- -------------------------------------------------------------------------------------------------------
                                  1995           1994             1994           1993           1992 
- -------------------------------------------------------------------------------------------------------
                                                                                     
Revenues: 
Airfreight 
  Domestic U.S.               $257,855         272,539          565,440        460,061         418,372 
  International                312,489         232,951          518,652        440,239         395,800 
- -------------------------------------------------------------------------------------------------------
Total airfreight               570,344         505,490        1,084,092        900,300         814,172 
Other                           95,550          58,260          131,192         97,779          86,175 
- -------------------------------------------------------------------------------------------------------
Total revenues                 665,894         563,750        1,215,284        998,079         900,347 

Operating expenses             589,237         482,942        1,043,895        865,587         789,354 
Selling, general and 
  administrative                55,562          52,501          105,371         97,332          97,813 
- -------------------------------------------------------------------------------------------------------
Total costs and 
  expenses                     644,799         535,443        1,149,266        962,919         887,167 
- -------------------------------------------------------------------------------------------------------

Other operating 
  income                         1,369           1,473            3,206          2,811           1,938 
- -------------------------------------------------------------------------------------------------------
Operating profit: 
  Domestic U.S.                 11,480          20,391           45,732         19,290           1,835 
  International                 10,984           9,389           23,492         18,681          13,283 
- -------------------------------------------------------------------------------------------------------
Operating profit              $ 22,464          29,780           69,224         37,971          15,118 
=======================================================================================================

Depreciation and 
  amortization                $  9,702           8,233           17,209         15,250          14,379 
=======================================================================================================

Cash capital 
 expenditures                 $ 13,500          11,009           23,946         28,253           6,623 
=======================================================================================================

Airfreight shipment 
  growth rate (a)                 6.2%           10.4%             7.6%           4.3%           11.4% 
Airfreight weight 
  growth rate (a): 
  Domestic U.S.                  (4.1%)          21.5%            19.3%          12.5%            6.3% 
  International                  25.1%           24.5%            25.3%          15.8%           43.8% 
  Worldwide                       9.0%           22.9%            22.1%          14.3%           20.7% 
Worldwide airfreight 
  weight (pounds)              644,366         591,257        1,248,541      1,020,428         892,974 
- -------------------------------------------------------------------------------------------------------
Worldwide air- 
  freight shipments              2,538           2,389            4,805          4,530           4,342 
- -------------------------------------------------------------------------------------------------------
Worldwide average 
  airfreight: 
  Yield (revenue 
   per pound)                 $  0.885           0.855            0.868          0.882           0.912 
  Revenue per 
   shipment                   $    225             212              226            199             188 
  Weight per ship- 
   ment (pounds)                   254             247              260            225             206 
=======================================================================================================

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

Operating  profit in the first half of 1995 for Burlington was $22.5 million,  a
$7.3 million  decrease from the $29.8 million  operating  profit reported in the
first half of 1994, which benefited from significant additional domestic freight
as a result of the  nationwide  trucking  strike  which  added an  estimated  $8
million to the second quarter'  operating profit. Worldwide revenues rose 18% to
$665.9  million in the current year period from $563.8  million in the first six
months of 1994. The $102.1  million  increase in revenues  resulted  principally
from a 9% increase in worldwide airfreight pounds shipped.

Domestic  airfreight  revenues  decreased by 5% or $14.7 million to $257.8 while
operating  profit  decreased  $8.9 million to $11.5 million in the first half of
1995  compared  to the  first  half of 1994.  These  decreases  were due to a 4%
decrease in domestic volume and a 1% decrease in domestic  yields.  The decrease
in volume was due  primarily  to the impact of the U.S.  trucking  strike in the
second  quarter  of  1994  which  added  substantial  additional  volume  and an
estimated $8 million to operating profit.

International  airfreight  revenues of $312.5 million in the first six months of
1995 were $79.5  million or 34% higher than the $233.0  million  reported in the
prior  year's  first  half.  International  operating  profit  of $11.0  million
increased $1.6 million in the first six months of 1995 compared to the first six
months  of  1994.  These  increases  were  primarily  due to a 25%  increase  in
airfreight  weight  shipped  compared to the prior year period.  The increase in
volume  can  be  largely  attributed  to  improved  economic  conditions  in the
international markets and expansion of company-owned operations.

Other revenue,  which includes import transactions such as customs clearance and
import related  services,  as well as ocean freight  services,  increased 64% or
$37.3 million to $95.6  million,  due to an increase in  international  shipment
volume and a continued expansion of ocean freight services.

Operating profit of Burlington  increased $31.2 million to $69.2 million in 1994
from $38.0 million in 1993.  Worldwide revenues rose 22% to $1.2 billion in 1994
from $998.1 million in the prior year.  The $217.2 million  increase in revenues
resulted  principally  from higher  volume in both  domestic  and  international
markets.

In 1994,  increased  revenues from higher volumes were partially offset by lower
average yields (revenues per pound).  Total airfreight  weight shipped worldwide
increased 22% to 1,248.5  million  pounds in 1994 from 1,020.4  million pounds a
year earlier.  Worldwide average airfreight yield decreased less than 2% or $.01
to $.87 in 1994  compared  with a year  earlier.  Total  operating  expenses and
selling,  general and  administrative  expenses  increased in 1994 compared with
1993 largely resulting from the increased volume of business.

Domestic U.S.  operating  profit of $45.7 million for 1994 benefited from volume
increases  compared to the prior year, a  significant  portion of which was from
increased  shipping  levels.  Such  increases were aided by a strong economy and
limited lift capacity  available to  forwarders.  Higher volume,  in part,  also
reflected  the  impact of the 24 day  Teamsters  strike in 1994.  Domestic  U.S.
operating profit also benefited from growth in the market for heavy  airfreight,
increased  market share,  a shift in mix toward  Burlington's  premium  next-day
service,  and, on a per pound basis,  lower private fleet,  common  carriage and
cartage  costs.  Increased  capacity  as a result  of the  fourth  quarter  1993
expansion of  Burlington's  airfreight hub in Toledo,  Ohio, as well as the 1994
fleet  expansion  assisted in  increasing  efficiency  and  provided  additional

capacity in existing and new next morning markets. Gains from increased business
volume  including  a 19%  increase  in domestic  airfreight  weight  shipped and
efficiencies were partially offset by decreased average yields in 1994.  Average
yields continue to reflect a highly competitive pricing environment.

International operating results of $23.5 million in 1994 increased from the 1993
level.  These  operations   benefited  from  a  25%  increase  in  international
airfreight  weight shipped,  partially offset by lower yields,  additional costs
incurred in connection with offering  complete global  logistics  services,  and
startup  costs  incurred in providing  services in additional  foreign  markets.
Although  export volumes  increased  during 1994,  pricing for U.S.  exports was
adversely impacted by competitive pricing.

Operating profit of Burlington  increased $22.9 million to $38.0 million in 1993
from $15.1 million in 1992. Worldwide revenues increased $97.8 million or 11% to
$998.1  million in 1993 from $900.3  million in 1992.  The  increase in revenues
primarily  reflects  volume  increases  only  partially  offset by lower average
yields.  Total  airfreight  weight  shipped  worldwide for 1993 increased 14% to
1,020.4  million  pounds from 893.0 million  pounds in 1992.  Worldwide  average
airfreight  yield  decreased 3% or $.03 to $.88 in 1993 compared to 1992.  Total
operating expenses increased, while selling, general and administrative expenses
decreased  in 1993  compared  with the prior  year.  Higher  operating  expenses
resulting from the increased volume of business in 1993 were, however, favorably
impacted by  increased  efficiency  in private  fleet  operations  achieved as a
result  of  a  fleet  upgrade  to  DC8-71  aircraft   replacing  B707  aircraft,
accomplished by lease  transactions  at year-end 1992 and in early 1993.  During
the 1993  fourth  quarter,  Burlington  also  completed a 30%  expansion  of its
airfreight  hub  in  Toledo,   Ohio.  This  expansion   assisted  in  increasing
efficiency,  including  higher average  weight  shipped per container.  Selling,
general and  administrative  expenses in 1992 were adversely affected by charges
for costs  related to  organizational  downsizing  in both  domestic and foreign
operations.

Domestic U.S.  operating profit of $19.3 million in 1993 increased compared with
1992 largely due to increased volume and lower  transportation  costs per pound,
partially offset by decreased average yields.  While average yields decreased in
1993 compared with 1992  reflecting a highly  competitive  pricing  environment,
market  improvement  was evident during the last quarter of 1993 as load factors
increased.

International operating results of $18.7 million in 1993 increased compared with
results in 1992. These operations benefited from a 16% increase in international
weight shipped, however, such gains were partially offset by lower yields.

BRINK'S 

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

                                            Six Months Ended
(In thousands)                                   June 30                    Years Ended December 31
- --------------------------------------------------------------------------------------------------------
                                           1995          1994          1994           1993         1992 
- --------------------------------------------------------------------------------------------------------
                                                                                      
Revenues                               $303,634       251,948       547,046        481,904      444,018 

Operating expenses                      248,224       204,503       438,851        387,751      357,613 
Selling, general and administrative      38,964        34,200        74,398         66,044       64,454 
- --------------------------------------------------------------------------------------------------------
Total costs and expenses                287,188       238,703       513,249        453,795      422,067 
- --------------------------------------------------------------------------------------------------------

Other operating income                    1,173         3,104         5,913          6,899        8,403 
- --------------------------------------------------------------------------------------------------------
Operating profit                       $ 17,619        16,349        39,710         35,008       30,354 
========================================================================================================

Depreciation and amortization          $ 10,496        10,120        20,553         20,150       20,531 
========================================================================================================

Cash capital expenditures              $ 11,476         6.733        22,312         21,150       20,683 
========================================================================================================
Revenues: 
  North America (United 
  States and Canada)                   $180,981       161,819       337,641        300,728      271,243 
  International 
  subsidiaries                          122,653        90,129       209,405        181,176      172,775 
- --------------------------------------------------------------------------------------------------------
Total revenues                         $303,634       251,948       547,046        481,904      444,018 
========================================================================================================
Operating profit: 
  North America (United 
  States and Canada)                   $ 12,526         9,445        23,235         20,049       15,800 
  International 
  operations                              5,093         6,904        16,475         14,959       14,554 
- --------------------------------------------------------------------------------------------------------
Total operating profit                 $ 17,619        16,349        39,710         35,008       30,354 
========================================================================================================

Brink's  operating  profit  increased $1.3 million to $17.6 million in the first
six months of 1995 from $16.3  million in the first six months of 1994,  with an
increase  in  revenues  of $51.7  million,  partially  offset by an  increase in
operating  expenses and selling,  general and  administrative  expenses totaling
$48.5 million, and a decrease in other operating income of $1.9 million.

Revenue from North American (United States and Canada) operations  increased 12%
to $181.0  million  in the first half of 1995 from  $161.8  million in the prior
year period.  North American  operating  profit  increased $3.1 million to $12.5
million  from $9.4  million.  The  increase  in  operating  profit  was  largely
attributable  to  increases  in the  armored car  business  which  includes  ATM
servicing  and to a lesser  extent to  increases  in the diamond and jewelry and
coin and currency processing  businesses,  partially offset by lower air courier
results.

Revenue from international subsidiaries increased $32.5 million or 36% to $122.7
million, while operating profit from international subsidiaries and

affiliates  decreased  $1.8  million or 26% to $5.1 million in the first half of
1995.  The increase in revenue is primarily due to higher  revenues in Brazil as
well as the favorable  impact of foreign  currency  translation.  The decline in
operating profit was primarily  attributable to operations in Mexico,  partially
offset  by an  increase  reported  in  Brazil.  Brink's  share  of  its  Mexican
affiliate's  results  was a $1.0  million  loss in the first six  months of 1995
compared to a $1.7 million  profit  reported in the same period of 1994.  In the
first six months of 1995, results from these operations were negatively impacted
by the devaluation of the peso, which occurred in December 1994, and the decline
in general economic  conditions.  Brink's Brazil reported an operating profit of
$.9 million in the first half of 1995  compared to $.1 million in the prior year
period.

Operating profit of Brink's increased $4.7 million to $39.7 million in 1994 from
$35.0  million in 1993. An increase in revenues of $65.1 million was offset to a
large  extent by  increases  in  operating  expenses  and  selling,  general and
administrative  expenses  of $59.4  million  and a decrease  in other  operating
income of $1.0 million.

The  increase in  operating  profit in 1994 was  largely  due to North  American
operations.  Revenue from North American  operations  increased $36.9 million or
12% to $337.6  million and  operating  profit  increased  $3.2 million or 16% to
$23.2 million. Air courier,  diamond and jewelry,  armored car, automated teller
machine ("ATM")  servicing and coin wrapping  operations each contributed to the
increase in North American  operating profit in 1994, while results for currency
processing operations remained comparable to the prior year.

In 1994, revenue from international  subsidiaries increased $28.2 million or 16%
to $209.4 million, while operating earnings from international  subsidiaries and
affiliates  increased $1.5 million or 10% to $16.5 million compared to 1993. The
most significant improvements were recorded by operations in Brazil (100% owned)
and Israel (70% owned).  Improvements  were also recorded in the United  Kingdom
(100%  owned),  Colombia  (46% owned),  Hong Kong (67% owned) and the  Company's
international  diamond and jewelry operations.  Results for Holland (65% owned),
France (38% owned) and Chile (60% owned) declined from the prior year.  Brazil's
operating  profit for 1994 totaled $3.2  million  compared  with $1.4 million in
1993.  Brazil's  earnings in 1994 were augmented by the large volume of one-time
special  shipments of the new  Brazilian  currency  and to a lesser  extent from
increased  volume due to the growth of money in circulation.  Results for Brazil
in 1994 also included  price  increases  obtained  during the year to defray the
substantially  higher security costs made necessary by the dramatic  increase in
attacks on the armored car  industry in Brazil.  Brink's  share of the equity in
earnings  from their Mexican  affiliate  (20% owned) of $2.8 million in 1994 was
comparable to the 1993 level.  These results were impacted by the local economic
recession, and costs incurred to streamline the operation,  including work force
reductions.  Results in Mexico for 1994 were not  significantly  impacted by the
devaluation of the peso in late December 1994.

In 1993,  Brink's  operating profit increased $4.6 million to $35.0 million from
$30.4  million  in 1992.  Worldwide  operating  revenues  increased  9% or $37.9
million to $481.9 million with increased operating expenses and selling, general
and  administrative  expenses of $31.7  million and  decreased  other  operating
income of $1.5 million.

A significant  portion of the increase in revenues and operating  profit in 1993
compared with 1992 was attributable to North American  operations.  Revenue from
North American  operations  increased $29.5 million or 11% to $300.7 million and
operating  profit  increased $4.2 million or 27% to $20.0 million.  Increases in
ATM, armored car, air courier and coin wrapping results were partially offset by
a decrease in currency processing results.

Revenue from international  subsidiaries  increased $8.4 million or 5% to $181.2
million,  while operating results for international  subsidiaries and affiliates
for 1993 remained comparable to 1992 results. Increased earnings from operations
in Brazil were offset by decreased  results from the U.K.  operation and Brink's
equity  affiliate  in  Mexico.  Operations  in Brazil  reported  a $1.4  million
operating  profit in 1993  compared with a $.3 million  operating  loss in 1992.
Results in the U.K. were affected by competitive  price pressures,  recessionary
pressures  and the cost of a labor  settlement.  Operations  of  Brink's  equity
affiliate  in  Mexico  were  affected  by a  recessionary  economy,  competitive
pressures,  losses from new business  ventures and severance  costs  incurred in
streamlining the work force.

BHS 

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

                                          Six Months Ended
(Dollars in thousands)                        June 30                      Years Ended December 31
- -------------------------------------------------------------------------------------------------------
                                       1995            1994           1994          1993          1992 
- -------------------------------------------------------------------------------------------------------
                                                                                    
Revenues                           $ 61,372          52,706        109,947        89,049        70,805 

Operating expenses                   32,664          28,734         59,334        46,203        40,262 
Selling, general and 
  administrative                     10,392           8,509         18,181        16,446        14,092 
- -------------------------------------------------------------------------------------------------------
Total costs and expenses             43,056          37,243         77,515        62,649        54,354 
- -------------------------------------------------------------------------------------------------------

Operating profit                   $ 18,316          15,463         32,432        26,400        16,451 
=======================================================================================================
Depreciation and amortization      $ 10,420           8,262         17,817        14,357        12,248 
=======================================================================================================

Cash capital expenditures          $ 19,141          16,664         34,071        26,409        22,855 
=======================================================================================================

Annualized service revenues (a)    $ 95,810          78,856         87,164        70,887        56,512 
=======================================================================================================

Number of subscribers: 
  Beginning of period               318,029         259,551        259,551       216,639       180,069 
  Installations                      38,362          37,977         75,203        59,733        51,309 
  Disconnects, net                   (9,851)         (7,910)       (16,725)      (16,821)      (14,739)
- -------------------------------------------------------------------------------------------------------
End of period                       346,540         289,618        318,029       259,551       216,639 
=======================================================================================================

(a)  Annualized service revenue 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 monitoring, maintenance and related services.

Operating  profit of BHS  increased  $2.8 million to $18.3  million in the first
half of 1995 from  $15.5  million  in the first half of 1994.  The  increase  in
operating profit for the first six months of 1995 compared to the same period in
1994 reflected higher monitoring revenues due to an average subscriber base that
was  approximately  20% higher than the same period in 1994,  slightly offset by
higher account servicing and administrative  costs. Net new subscribers  totaled
approximately   28,500  in  the  first  six  months  of  1995,   compared   with
approximately  30,000 in the first six months of 1994.  Subscribers  at June 30,
1995 totaled 346,540.

Operating  profit of BHS  aggregated  $32.4  million in 1994 compared with $26.4
million  in 1993 and  $16.5  million  in  1992.  The $6.0  million  increase  in
operating  profit in 1994  compared  with  1993  reflects  increased  monitoring
revenues,  partially  offset by increased  installation  expenses and  increased
overhead costs.  The $9.9 million  increase in operating profit in 1993 compared
with 1992 reflects increased monitoring revenues,  partially offset by increases
in installation expenses and servicing and overhead costs.

The increased  monitoring revenue in 1994 as in 1993 was largely attributable to
an expanding  subscriber  base.  Although  total costs,  including  installation
expenses,  increased as a result of the expanding  subscriber  base, such growth
contributed to improved economies of scale and other cost efficiencies  achieved
in servicing BHS's subscribers.  At year-end 1994, BHS had approximately 318,000
subscribers,  47% more than the year-end 1992  subscriber  base. New subscribers
totaled 75,200 in 1994 and 59,700 in 1993. As a result, BHS's average subscriber
base increased by 21% in 1994 and 20% in 1993 as compared with each prior year.

As of  January 1,  1992,  BHS  elected  to  capitalize  categories  of costs not
previously  capitalized  for  home  security  installations  to more  accurately
reflect  subscriber  installation  costs  included as  capitalized  installation
costs,  which added $4.1 million to  operating  profit in 1994 and 1993 and $4.3
million  to  operating  profit in 1992.  The  additional  costs  not  previously
capitalized  consisted of costs for installation  labor and related benefits for
supervisory,  installation  scheduling,  equipment  testing  and  other  support
personnel  (in the amount of $2.6  million in 1994 and 1993 and $2.3  million in
1992) and costs incurred in maintaining facilities and vehicles dedicated to the
installation  process  (in the amount of $1.5  million in 1994 and 1993 and $2.0
million in 1992).  The  increase  in the  amount  capitalized,  while  adding to
current period  profitability  comparisons,  defers recognition of expenses over
the  estimated  useful  life  of the  installation.  The  additional  subscriber
installation costs which are currently  capitalized were expensed in prior years
for  subscribers in those years.  Because  capitalized  subscriber  installation
costs for periods prior to January 1, 1992,  were not adjusted for the change in
accounting  principle,  installation  costs for  subscribers in those years will
continue to be  depreciated  based on the lesser  amounts  capitalized  in those
periods. Consequently, depreciation of capitalized subscriber installation costs
in the current year and until such  capitalized  costs prior to January 1, 1992,
are fully depreciated will be less than if such prior periods' capitalized costs
had been adjusted for the change in accounting.  However,  the Company  believes
the effect on net  income in 1994,  1993 and in 1992 was  immaterial.  While the
amounts of the costs incurred which are capitalized vary based on current market
and operating conditions, the types of such costs which are

currently  capitalized will not change. The change in the amount capitalized has
no additional effect on current or future cash flows or liquidity.

COAL 

The following is a table of selected financial data for the Coal operations on a
comparative basis:

                                            Six Months Ended
(In thousands)                                   June 30                  Years Ended December 31
- -------------------------------------------------------------------------------------------------------
                                           1995         1994          1994          1993          1992 
- -------------------------------------------------------------------------------------------------------
                                                                                     
Net sales                              $371,270      371,796       779,504       672,244       657,871 

Cost of sales                           368,945      373,659       760,966       632,777       604,319 
Selling, general and 
  administrative expenses                11,702       12,963        26,294        26,752        25,656 
Restructuring and other 
  charges, including  
  litigation accrual                          -       90,806        90,806        70,713             - 
- -------------------------------------------------------------------------------------------------------
Total costs and expenses                380,647      477,428       878,066       730,242       629,975 
- -------------------------------------------------------------------------------------------------------
Other operating income                   16,498        6,188        15,111         9,752         9,009 
- -------------------------------------------------------------------------------------------------------
Operating profit (loss)                $  7,121      (99,444)      (83,451)      (48,246)       36,905 
=======================================================================================================

Coal sales (tons): 
  Metallurgical                           4,633        4,876         9,884        11,675        12,298 
  Utility and industrial                  8,528        8,387        18,198        10,277         8,432 
- -------------------------------------------------------------------------------------------------------
Total coal sales                         13,161       13,263        28,082        21,952        20,730 
=======================================================================================================

Production/purchased (tons) 
  Deep                                    2,041        2,622         4,857         7,061         8,642 
  Surface                                 7,129        7,004        15,107         7,492         5,804 
  Contract                                1,041        1,126         2,364         2,521         2,792 
- -------------------------------------------------------------------------------------------------------
                                         10,211       10,752        22,328        17,074        17,238 
Purchased                                 3,502        2,786         5,826         4,533         3,607 
- -------------------------------------------------------------------------------------------------------
Total                                    13,713       13,538        28,154        21,607        20,845 
=======================================================================================================

Coal operations had an operating  profit of $7.1 million in the first six months
of 1995 compared to an operating loss of $99.4 million in the prior year period.
Included  in the  results  for the first six months of 1995 are a pretax gain of
$5.3 million from the  disposition  of surplus coal  reserves and a $2.5 million
benefit from a favorable  litigation  decision which reduced previously expensed
employee  benefit costs. The 1994 first six months operating loss included $90.8
million  of charges  for asset  writedowns  and  accruals  for costs  related to
facilities which are being closed (discussed  further below) and $6.7 million of
operating losses incurred during the first half related to those facilities.

Excluding  the positive  impact from both the sale of surplus coal  reserves and
the favorable employee benefits litigation decision, Coal operations incurred an
operating  loss of $.7  million in the first six months of 1995.  As part of its
strategy to achieve  positive  operating  profit on a sustainable  basis for the
long-term, the following steps are being implemented: (i) reduction of overhead;
(ii) evaluation of non-strategic assets for sale; (iii) improvement of margin at
continuing operations; (iv)

review of unprofitable  mines for possible  closure;  and (v) review of new mine
openings to take advantage of specific market opportunities.

Sales volume of 13.2 million tons in the first half of 1995, was .1 million tons
less than the 13.3 million tons sold in the first half of 1994. Steam coal sales
increased by .1 million tons to 8.5 million  tons and  metallurgical  coal sales
declined  by .2 million  tons to 4.6  million  tons  compared to the prior year.
Steam  coal  sales  represented  65% of total  volume in the first half of 1995,
compared to 63% in the prior year.

Production  in the first half of 1995 totaled  10.2 million  tons, a 5% decrease
compared  to the  first  half of  1994,  principally  reflecting  the  scheduled
reduction  in  underground  mine  production  during 1994 and early 1995 and the
idling of surface steam coal mines. Surface production accounted for 71% and 66%
of  total  production  in  the  first  half  of  1995  and  1994,  respectively.
Productivity  of 36  tons  per  man  day  represented  a 9%  increase  over  the
comparable period in 1994. Domestic steam coal markets continue to be depressed,
with spot pricing at exceptionally low levels.

Coal  operations  reached  contract  agreements  with most of its  metallurgical
customers for the coal year that began April 1, 1995 calling for price increases
of  approximately  $4.00 to $5.50 per metric ton,  depending  upon coal quality.
These price  increases had the effect of realigning  pricing to levels in effect
prior to last  year's  unusually  large  decline.  Sales  volume is  expected to
decline  modestly from the level in the prior contract year. The price increases
were in effect  during a portion of the 1995  second  quarter as a result of the
timing of  metallurgical  coal shipments and were partially offset by the higher
costs of purchased coal as well as increased transportation costs.

Coal  operations  had an $83.4 million  operating  loss in 1994 compared with an
operating loss of $48.2 million in 1993. Results for 1994 included the operating
results  from  substantially  all the coal  mining  operations  and  coal  sales
contracts of Addington Resources, Inc. ("Addington"), which were acquired by the
Coal  operations on January 14, 1994.  The Coal  operating loss in 1994 included
$90.8 million of charges for asset  writedowns and accruals for costs related to
facilities  which are being  closed  (further  discussed  below).  In  addition,
operating  results for 1994  reflected  the adverse  impact of the severe winter
weather in early 1994 which  particularly  hampered  surface mine production and
river  transportation.  Operating profit in 1994 included other operating income
primarily  from third party  royalties and sales of properties  and equipment of
$15.1  million  compared with $9.8 million in 1993.  The operating  loss in 1993
included a $70.7 million charge related to mines which were closed at the end of
1993 or early 1994,  including  employee benefit costs and certain other noncash
charges,  together with the estimated  liability in connection  with  previously
reported litigation (the "Evergreen Case"), discussed later, brought against the
Company and a number of its coal subsidiaries by the trustees of certain pension
and benefit trust funds established under collective  bargaining agreements with
the United Mine Workers of America  ("UMWA").  Operating profit in 1993 was also
negatively impacted by a $1.8 million charge to settle litigation related to the
moisture content of tonnage used to compute royalty payments to the UMWA pension
and benefit funds during the period ending February 1, 1988.

Sales  volume of 28.1  million  tons for 1994 was 28% or 6.1 million tons higher
than sales volume in 1993. The increased  sales were  attributable to steam coal
with sales of 18.2 million tons (65% of total sales),  up from 10.3 million tons
(47% of total sales) in 1993, while  metallurgical coal sales decreased 15% from
11.7 million tons to 9.9 million  tons.  Coal  produced  (22.3 million tons) and
purchased  (5.8 million  tons)  totaled 28.2 million tons for 1994, a 30% or 6.5
million ton increase  over 1993.  The increase in coal sales and coal  produced/
purchased in 1994 as compared with 1993 was largely attributable to the addition
of the Addington operations.

In 1994, 31% of total production was derived from deep mines and 69% was derived
from  surface  mines  compared  with  54%  and  46% of  deep  and  surface  mine
production, respectively, in 1993.

Average coal margin  (realization  less current  production  cost of coal sold),
which was $1.72 per ton in 1994 decreased  $1.03 or 38% from the 1993 level with
a 7% or $1.91 per ton decrease in average realization,  only partially offset by
a 3% or $.88 per ton decrease in average  current  production cost of coal sold.
The higher  percentage of steam coal sales and declines in export  metallurgical
coal prices contributed to the decline in average  realization.  The decrease in
average  cost is  largely  due to the shift to lower  cost  surface  production.
However, margins were negatively impacted by costs that have continued at higher
than expected  levels,  particularly at the Addington  operations.  In addition,
adverse geological conditions were also encountered at one of the mines acquired
from  Addington.  Management is reviewing its options of sources used to fulfill
its coal sales agreements and to reduce costs in an effort to improve margins.

Production  and  related  costs in early  1994 were  adversely  impacted  by the
extreme cold weather and  above-normal  precipitation  which resulted in a large
number  of  lost  production  days  and   interruptions   which  limited  output
efficiencies  during  periods of  performance.  Sales also suffered  during this
period  due  to  lost  loading  days  and  were  impeded  by   restricted   road
accessibility.  Sales were further impacted by the lack of rail car availability
and the disruption of river barge service  initially due to frozen waterways and
subsequently  due to the heavy snow melt and rain, which raised the rivers above
operational  levels.  The severe  weather early in the year also reduced  output
from  purchased  coal  suppliers,  which  hindered the ability to meet  customer
shipments  during the  period.  In  addition  to weather  related  difficulties,
operations  in early  1994  were  affected  by lost  business  due to a  utility
customer's  plant closure and  production  shortfalls  due to the  withdrawal of
contract producers from the market.

Early in 1994 the  metallurgical  coal markets continued their long-term decline
with  significant  price reductions  negotiated  between Canadian and Australian
producers  and  Japanese  steel  mills.  During  the 1994  second  quarter  Coal
operations  reached  agreement with its major  Japanese steel  customers for new
three-year agreements (subject to annual price renegotiations) for metallurgical
coal shipments.  Such agreements replaced sales contracts which expired on March
31, 1994.  Pricing under the new agreements for the coal year beginning April 1,
1994, was impacted by the price reductions  accepted by foreign  producers,  but
was largely offset by modifications in coal quality  specifications which allows
the Coal operation  flexibility in sourcing and blending of coals. Although Coal
operations  has  not  yet  reached  price   agreements   with  its   significant
metallurgical export

coal customers for the contract year beginning April 1, 1995,  certain  European
metallurgical coal customers have agreed to price increases.

The market for metallurgical  coal, for most of the past fifteen years, has been
characterized   by  weak  demand  from  primary  steel   producers  and  intense
competition  from  foreign coal  producers,  especially  those in Australia  and
Canada. Metallurgical coal sales contracts typically are subject to annual price
negotiations,  which  increase  the risk of  market  forces.  As a result of the
continuing  long-term  decline  in the  metallurgical  coal  markets,  which was
further  evidenced by the previously  discussed  significant price reductions in
early 1994,  the Coal  operations  accelerated  its strategy of  decreasing  its
exposure  to these  markets.  After a review of the  economic  viability  of the
remaining  metallurgical coal assets in early 1994,  management  determined that
four underground mines were no longer  economically  viable and should be closed
resulting  in  significant  economic  impairment  to three  related  preparation
plants.  In addition,  it was  determined  that one surface steam coal mine, the
Heartland  mine,  which  provided coal to Alabama Power under a long-term  sales
agreement,  would be closed due to rising costs caused by unfavorable geological
conditions.

As a result of these decisions,  the Coal operations incurred pre-tax charges of
$90.8  million  ($58.1  million  after  tax) in the first  quarter of 1994 which
included a reduction in the carrying value of these assets and related  accruals
for mine closure costs. These charges included asset writedowns of $46.5 million
which reduced the book carrying value of such assets to what management believes
to be their net realizable  value based on either  estimated sales or leasing of
such property to unrelated third parties. In addition, the charges included $3.8
million for required  lease payments owed to lessors for machinery and equipment
that would be idled as a result of the mine and facility  closures.  The charges
also included  $19.3 million for mine and plant closure costs which  represented
estimates of reclamation and other  environmental  costs to be incurred to bring
the  properties  in compliance  with federal and state mining and  environmental
laws. This accrual was required due to the premature  closing of the mines.  The
accrual also included $21.2 million in  contractually  or  statutorily  required
employee  severance and other  benefit  costs  associated  with  termination  of
employees at these  facilities and costs  associated with inactive  employees at
these facilities.  Such employee benefits include  severance  payments,  medical
insurance,  workers' compensation and other benefits and have been calculated in
accordance  with  contractually  (collective  bargaining  agreements  signed  by
certain coal subsidiaries  included in the Coal operations) and legally required
employee severance and other benefits. During the remainder of 1994, the Company
paid $10.2  million of these  liabilities,  of which $1.5  million was for idled
leased  equipment;  $5.3 million was for facility closure costs and $3.4 million
was for employee- related costs.

Of the four underground mines, two have ceased coal production (one in the first
half of  1995),  while  the  remaining  two mines  are  expected  to cease  coal
production in 1995. In 1994 the Coal operations  reached  agreement with Alabama
Power Company to transfer the coal sales contract serviced by the Heartland mine
to another location in West Virginia.  The Heartland mine ceased coal production
during 1994 and final reclamation and environmental  work is in process.  At the
beginning of 1994 there were  approximately 750 employees involved in operations
at these facilities and other

administrative  support.  Employment at these  facilities  was reduced by 52% to
approximately 360 employees at December 31, 1994 and by 78% to approximately 165
employees at June 30, 1995.

As discussed previously, the effects of this strategy have been to decrease Coal
operations'  exposure to the  metallurgical  coal  markets  and to increase  its
production  and sales of lower cost surface  minable  steam coal.  As previously
mentioned,  for 1994, steam coal sales rose to  approximately  65% of total coal
sales up from less than 50% in the prior  year.  In  addition,  production  from
surface mines has increased to 69% for 1994 as compared to 45% for last year. In
addition,  metallurgical coal produced/  purchased decreased to 9.9 million tons
versus 11.7 million tons when comparing 1994 to 1993.

Although  coal  production  has or will cease at the mines  contemplated  in the
accrual,  the Coal operations will incur reclamation and environmental costs for
several years to bring these  properties  into compliance with federal and state
environmental  laws. In addition,  employee  termination  and medical costs will
continue to be incurred for several years after the facilities have been closed.
The  significant  portion  of  these  employee  liabilities  is for  statutorily
provided  workers'  compensation  costs for inactive  employees.  Such  benefits
include   indemnity  and  medical  costs  as  required   under  state   workers'
compensation laws. The long payment periods are based on continued,  and in some
cases lifetime,  indemnity and medical  payments to injured former employees and
their surviving  spouses.  Management  believes that the charges incurred in the
first quarter of 1994 should be sufficient to provide for these future costs and
does not anticipate material additional future charges to operating earnings for
these facilities, although continual cash funding will be required over the next
several years.

The following  table analyzes the changes in  liabilities  during the last three
years for facility closure costs recorded as restructuring and other charges:

                                                          Employee
                                            Mine      Termination,
                             Leased          and           Medical
                          Machinery        Plant               and
                                and      Closure         Severance
                          Equipment        Costs             Costs        Total 
- --------------------------------------------------------------------------------
Balance as of January 
  1, 1993 (a)                $1,146       35,499            35,413       72,058 
Additions                     2,782        1,598             6,267       10,647 
Payments (b)                    836        8,663             7,463       16,962 
- --------------------------------------------------------------------------------
Balance as of December 
  31, 1993                    3,092       28,434            34,217       65,743 
Additions                     3,836       19,290            21,193       44,319 
Payments (c)                  3,141        9,468            12,038       24,647 
- --------------------------------------------------------------------------------
Balance as of December 
  31, 1994                    3,787       38,256            43,372       85,415 
Payments (d)                  1,018        6,294             4,198       11,510 
- --------------------------------------------------------------------------------
Balance as of June 30, 
  1995                       $2,769       31,962            39,174       73,905 
================================================================================

(a)  These  amounts  represent the remaining  liabilities  for facility  closure
     costs  recorded as  restructuring  and other  charges in prior  years.  The
     original  charges  included  $2,312 for  leased  machinery  and  equipment,
     $50,645  principally  for  incremental  facility  closing costs,  including
     reclamation  and $47,841 for employee  benefit  costs,  primarily  workers'
     compensation, which will continue to be paid for several years.

(b)  These  amounts  represent  total  cash  payments  made  during the year for
     liabilities recorded in prior years.

(c)  These amounts  represent total cash payments made during the year for these
     charges. Of the total payments made, $8,672 was for liabilities recorded in
     years  prior to  1993,  $5,822  was for  liabilities  recorded  in 1993 and
     $10,153 was for liabilities recorded in 1994.

(d)  Payments  made in the first six months of 1995 included  $6,401  related to
     pre-1994  liabilities  and $5,109  for  liabilities  recorded  in the first
     quarter of 1994.

During  the next  twelve  months,  expected  cash  funding  of these  charges is
approximately  $15 to $20  million.  Management  estimates  that  the  remaining
liability for leased  machinery  and equipment  will be fully paid over the next
two years.  The  liability  for mine and plant  closure  costs is expected to be
satisfied over the next ten years of which  approximately  70% is expected to be
paid over the first three years. The liability for employee related costs, which
is primarily workers' compensation, is estimated to be 70% settled over the next
five years with the balance paid during the following five to ten years.

For 1994, Coal  operations'  closed  facilities  (including those facilities for
which the decision to close was made in early 1994) incurred operating losses of
$4.4 million.

On June 21, 1994, a successor  collective  bargaining agreement between the Coal
operations'  union companies and the UMWA was ratified by such companies'  union
employees,  replacing the principal  labor  agreement  which expired on June 30,
1994.  The successor  agreement  will remain in effect until  December 31, 1998.
This agreement continues the basic principles and provisions  established in the
predecessor 1990 Agreement with respect to areas of job security, work rules and
scheduling.  The new agreement provides for, among other things,  wage increases
of $.40 per hour on December  15 of each of the years 1994 to 1997 and  includes
improvements in certain employee benefit programs.

Operating  profit for Coal operations  totaled $36.9 million in 1992 compared to
an  operating  loss of $48.2  million  in 1993.  Operating  results in 1993 were
negatively impacted by the $70.7 million in charges, as discussed earlier, $10.0
million in expenses  relating  to retiree  health  benefits  required by federal
legislation  enacted  in October  1992  (discussed  later) and the $1.8  million
charge to settle  litigation  related to the moisture content of tonnage used to
compute  royalty  payments to the UMWA pension and benefit  funds for the period
ended  February  1, 1988.  Coal  operating  profit in 1993 also  included  other
operating  income of $9.8 million compared with $9.0 million in the year-earlier
period  primarily  for  third  party  royalties  and  sales  of  properties  and
equipment.

Sales volume of 22.0 million tons in 1993 was 6% or 1.2 million tons higher than
sales volume in the year earlier. The increased sales were attributable to steam
coal sales of 10.3 million tons (47% of total  sales),  up from 8.4 million tons
(41% of total  sales),  while  metallurgical  coal sales  decreased 5% from 12.3
million  tons to 11.7  million  tons.  Coal  produced  (17.1  million  tons) and
purchased  (4.5 million  tons)  totaled  21.6  million  tons in 1993,  which was
slightly  lower than  production in 1992. In 1993,  54% of total  production was
derived from deep mines and 46% was derived from surface mines compared with 65%
and 35% of deep and surface mine production, respectively, in 1992.

Average  margin in 1993 of $2.75 per ton  decreased 12% or $.37 per ton compared
to 1992,  as a 4% or $1.30 per ton  decrease  in  average  realization  was only
partially offset by a 4% or $.93 per ton decrease in average current  production
costs of coal sold. The decrease in average  realization in 1993 reflected lower
export pricing and a downward price revision on a domestic utility contract. The
decrease in average current production costs of coal sold in 1993 was mainly due
to  a  higher  proportion  of  production  sourced  from  company  surface  mine
operations.

The strike by the UMWA  against  certain coal  producers  in the eastern  United
States,  which lasted  throughout a significant  portion of 1993, was settled in
late 1993.  None of the  operations  of the  Company's  coal  subsidiaries  were
involved  in  the  strike.   Although  the  supply  of  metallurgical  coal  was
appreciably  reduced as a result of the strike,  Australian  producers increased
production  to absorb  the  shortfall.  The  strike  had  little  impact on Coal
operating  profits during 1993 since a large  proportion of production was under
contract. Coal operations benefited from improved spot prices for

domestic steam coal on relatively small amounts of uncommitted tonnage available
for this market.

In October  1992,  the Coal  Industry  Retiree  Health  Benefit Act of 1992 (the
"Health  Benefit Act") was enacted as part of the Energy Policy Act of 1992. The
Health  Benefit  Act  established  rules for the  payment of future  health care
benefits for thousands of retired union mine workers and their dependents.  Part
of the burden for these  payments  was  shifted by the Health  Benefit  Act from
certain  coal  producers,  which  had a  contractual  obligation  to  fund  such
payments,  to producers  such as the Company  which have  collective  bargaining
agreements with the UMWA that do not require such payments and to numerous other
companies  which are no longer in the coal  business.  The  Health  Benefit  Act
established a trust fund to which "signatory  operators" and "related  persons",
including  the  Company  and  certain of its coal  subsidiaries  (the  "Pittston
Companies")  are  obligated to pay annual  premiums for assigned  beneficiaries,
together  with a pro rata share for certain  beneficiaries  who never worked for
such  employers  ("unassigned  beneficiaries"),  in  amounts  determined  by the
Secretary  of Health  and Human  Services  on the basis set forth in the  Health
Benefit Act. For 1993 and 1994,  these amounts were  approximately  $9.1 million
and $11.0 million,  respectively.  In addition,  in 1993,  the Company  incurred
costs of $.9  million to review the  accuracy  of  beneficiaries  assigned.  The
Company  believes that the annual cash funding under the Health  Benefit Act for
the Pittston Companies'  assigned  beneficiaries will continue in the $10 to $11
million range for the next eight years and should begin to decline thereafter as
the number of such assigned beneficiaries decreases.

Based on the number of  beneficiaries  actually  assigned by the Social Security
Administration,  the Company estimates the aggregate pre-tax liability  relating
to the Pittston Companies' assigned beneficiaries remaining at December 31, 1994
at approximately $250 million, which when discounted at 8.75% provides a present
value estimate of approximately $100 million.

The  ultimate  obligation  that  will  be  incurred  by  the  Company  could  be
significantly  affected  by,  among  other  things,   increased  medical  costs,
decreased number of beneficiaries,  governmental  funding  arrangements and such
federal health benefit  legislation of general application as may be enacted. In
addition,  the Health  Benefit Act requires the Pittston  Companies to fund, pro
rata according to the total number of assigned  beneficiaries,  a portion of the
health benefits for unassigned beneficiaries. At this time, the funding for such
health  benefits is being  provided  from another  source and for this and other
reasons  the  Pittston   Companies'   ultimate  obligation  for  the  unassigned
beneficiaries  cannot be determined.  The Company  accounts for its  obligations
under the Health  Benefit  Act as a  participant  in a  multi-employer  plan and
recognizes the annual cost on a pay-as-you-go basis.

In February 1990, the Pittston Coal Group  companies and the UMWA entered into a
collective bargaining agreement that resolved a labor dispute and related strike
of Pittston Coal Group  operations by  UMWA-represented  employees that began on
April 5, 1989.  As part of the  agreement,  the  Pittston  Coal Group  companies
agreed to make a $10 million lump sum payment to the 1950 Benefit Trust Fund and
to renew  participation in the 1974 Pension and Benefit Trust Funds at specified
contribution  rates.  These  aspects  of the  agreement  were  subject to formal
approval by the trustees of

the  funds.  The  trustees  did not  accept  the  terms  of the  agreement  and,
therefore,  payments  were  made to escrow  accounts  for the  benefit  of union
employees.  Under the new 1994  Agreement,  the  Pittston  Coal Group  companies
agreed  to  continue  participation  in  the  1974  Pension  Plan  at  specified
contribution  rates, again subject to trustee approval.  At this time,  payments
continue to be made to the escrow  accounts for the benefit of union  employees.
The escrow accounts balances as of December 31, 1994 totaled $23.1 million.

In 1988,  the trustees of certain  pension and benefit  trust funds  established
under  collective  bargaining  agreements  with the UMWA  brought an action (the
"Evergreen  Case") against the Company and a number of its coal  subsidiaries in
the United States District Court for the District of Columbia, claiming that the
defendants  are obligated to  contribute to such trust funds in accordance  with
the  provisions  of the  1988  and  subsequent  National  Bituminous  Coal  Wage
Agreements,  to which  neither  the  Company  nor any of its  subsidiaries  is a
signatory.  In January 1992, the Court issued an order granting summary judgment
in  favor of the  trustees  on the  issue of  liability,  which  was  thereafter
affirmed by the Court of Appeals.  In June 1993 the United States  Supreme Court
denied a  petition  for a writ of  certiorari.  The case  has been  remanded  to
District Court,  and damage and other issues remain to be decided.  In September
1993, the Company filed a motion seeking relief from the District  Court's grant
of summary judgment based on, among other things, the Company's  allegation that
plaintiffs  improperly  withheld  evidence  that  directly  refutes  plaintiffs'
representations  to the District Court and the Court of Appeals in this case. In
December  1993,  that motion was denied.  On May 23, 1994,  the trustees filed a
Motion  for Entry of Final  Judgment  seeking  approximately  $71.1  million  in
delinquent contributions,  interest and liquidated damages through May 31, 1994,
plus approximately $17 thousand  additional  interest and liquidated damages for
each day  between May 31,  1994 and the date final  judgment  is  entered,  plus
on-going  contributions  to the 1974 Pension Plan.  The Company has opposed this
motion.  There has been no decision on this motion or final judgment  entered to
date.

In furtherance of its ongoing effort to identify other  available  legal options
for seeking relief from what it believes to be an erroneous finding of liability
in the Evergreen  Case, the Company has filed suit against the  Bituminous  Coal
Operators  Association  ("BCOA")  and  others to hold them  responsible  for any
damages sustained by the Company as a result of the Evergreen Case. Although the
Company is continuing that effort,  the Company,  following the District Court's
ruling in December 1993, recognized the potential liability that may result from
an adverse  judgment in the Evergreen Case. In any event,  any final judgment in
the Evergreen  Case will be subject to appeal.  In December  1994,  the District
Court  ordered that the  Evergreen  Case, as well as related cases filed against
other coal  companies,  and the BCOA case,  be submitted  to mediation  before a
federal  judge in an effort to obtain a  settlement.  The  mediation  process is
on-going.

As a result of the Health Benefit Act, there is no continuing  liability in this
case in respect of health benefit funding after February 1, 1993.

MINERAL VENTURES

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

(Dollars in thousands,                      Six Months Ended
 except per ounce data)                          June 30                    Years Ended December 31
- ---------------------------------------------------------------------------------------------------------
                                           1995        1994            1994           1993         1992 
- ---------------------------------------------------------------------------------------------------------
                                                                                          
Net sales                               $ 8,681       7,095          15,494         14,845            - 

Cost of sales                             5,855       5,166          10,620         12,902            - 
Selling, general and 
  administrative costs                    1,577       1,931           3,910          2,819        3,109 
Restructuring and other 
 charges                                      -           -               -          7,920            - 
- ---------------------------------------------------------------------------------------------------------
Total costs and expenses                  7,432       7,097          14,530         23,641        3,109 

Other operating income  
  (expense)                                 242          70             170            494         (247) 
- ---------------------------------------------------------------------------------------------------------
Operating profit (loss)                 $ 1,491          68           1,134         (8,302)      (3,356) 
=========================================================================================================

Stawell Gold Mine: 
PMV's 50% direct share 
  ounces sold                            21,492      17,820          38,600         36,200            - 
Average realized gold 
  price per ounce (US$)                 $   397         396             399            364            - 

In the first six months of 1995,  operating profit of Mineral Ventures increased
$1.4  million to $1.5  million from $.1 million in the first six months of 1994.
The  increase  in  operating  profit  was  primarily  the  result  of  increased
production at the Stawell Gold Mine.  An operator  accident that occurred in the
1994 first quarter  hindered  production in 1994 and also  contributed to higher
operating costs for the period.  The Stawell gold mine produced 42,576 ounces in
the first six  months of 1995  compared  with  35,734  ounces in the  comparable
period of 1994.  Mineral Ventures is continuing  exploration  projects in Nevada
and Australia with its joint venture partner.

Successful  exploration  efforts  indicate an increase of  approximately  68,000
ounces of  additional  proven and probable gold reserves at the Stawell mine. At
June 30, 1995,  remaining  proven and probable  gold  reserves are  estimated at
480,000 ounces.

Mineral  Ventures  reported  operating  income of $1.1 million for 1994 compared
with an  operating  loss of $8.3  million  for 1993.  Operating  results in 1993
included a $7.9  million  charge  related  to the  write-down  of the  company's
investment in the Uley graphite mine in Australia.  Although reserve drilling of
the Uley property indicated substantial graphite deposits, graphite prices which
remained  significantly  below the level prevailing at the start of the project,
processing  difficulties  and an analysis  of various  technical  and  marketing
conditions  affecting the project resulted in the determination  that the assets
had been impaired and that loss recognition was appropriate.  Excluding the $7.9
million charge,  Mineral Ventures  operations  incurred a $.4 million  operating
loss in 1993. Operating results for 1994 and 1993 also reflected production from
the Stawell gold mine. Mineral Ventures has a 67%

net equity interest in the Stawell mine and its adjacent exploration acreage. In
December 1992, Mineral Ventures acquired its 50% direct ownership in the Stawell
property  through its  participation  in a joint  venture  with  Mining  Project
Investors  Pty Ltd.,  (in  which  Mineral  Ventures  holds a 34%  interest).  At
December  31,  1994,  the  Stawell  gold  mine,  which is in  western  Victoria,
Australia,  had remaining proven and probable gold reserves estimated at 444,000
ounces.  The joint venture also has exploration rights in the highly prospective
district  around the mine. In 1994 and 1993,  the Stawell mine  produced  77,966
ounces and 73,765 ounces of gold, respectively,  with Mineral Ventures' share of
the operating  profit  amounting to $5.0 million and $4.9  million,  in 1994 and
1993,  respectively.  The contribution to operating profit from the Stawell mine
in both 1994 and 1993 was offset by exploration  expenditures related chiefly to
other  potential gold mining  projects in addition to  administrative  overhead.
Operating results for 1994 were also impacted by higher operating costs incurred
as a result of an operator accident at Stawell which occurred early in the year.
Mineral Ventures is continuing gold exploration projects in Nevada and Australia
with its joint venture partner.

In 1992, Mineral Ventures  operations reported operating losses of $3.4 million,
which primarily related to expenses for project review and exploration.

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

Additionally,  the Company is subject to other risks customarily associated with
doing business in foreign countries, including economic conditions,  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.

Other Operating Income
- ----------------------
Other  operating  income for the first half of 1995  increased  $8.5  million to
$19.3 million from $10.8 million in the prior year. Other operating income

increased  $4.4 million to $24.4  million in 1994 and  increased  $.9 million to
$20.0  million  in 1993 from  $19.1  million  in 1992.  Other  operating  income
principally includes the Company's share of net income of unconsolidated foreign
affiliates,  which  are  substantially  attributable  to  equity  affiliates  of
Brink's,  royalty income and gains and losses from sales of coal assets.  A $2.5
million decrease in equity in earnings of  unconsolidated  subsidiaries was more
than offset by gains of $8.4 million on the disposition of surplus coal reserves
in the first six months of 1995 compared with the first six months of 1994.  The
increase in 1994  compared to 1993 was  largely due to  increased  sales of coal
assets and royalty income from coal and natural gas properties, partially offset
by  decreased  earnings  of  equity  affiliates.   Equity  earnings  of  foreign
affiliates totaled $1.8 million and $3.4 million in the first six months of 1995
and 1994, respectively, and $6.3 million, $7.5 million and $8.0 million in 1994,
1993 and 1992, respectively.

Corporate and Other Expenses
- ----------------------------
In the first six months of 1995,  general  corporate  expenses were $8.4 million
compared with $8.1 million in the prior year period.  General corporate expenses
aggregated  $16.2  million,  $16.7 million and $17.1 million for 1994,  1993 and
1992, respectively.

Other net expense for the first six months of 1995  decreased  $1.9 million to a
net expense of $2.2 million from a net expense of $4.1 million in the prior year
period.  Other net expense was $5.6  million,  $4.6  million and $4.0 million in
1994,  1993 and 1992,  respectively.  In the first half of 1994, $1.2 million of
expenses were  recognized on the  Company's  redemption of its 9.2%  Convertible
Subordinated  Debentures.  Other net  expense  in 1992  included  a gain of $2.3
million from the sale of investments in leveraged leases.

Interest Expense
- ----------------
Interest  expense  totaled $6.7 million in the first six months of 1995 compared
with $5.2  million in the first half of 1994.  Interest  expense  totaled  $11.5
million,  $10.2 million and $11.1 million in 1994, 1993 and 1992,  respectively.
The increase in the first six months of 1995 compared with the prior year period
is due to  higher  interest  rates on higher  average  debt  balances.  Interest
expense in 1994  increased  due to higher  average  borrowings  under  revolving
credit and term loan  facilities  resulting from the Addington  acquisition  and
higher average interest rates, partially offset by a decrease resulting from the
Company's  redemption of its 9.2% Convertible  Subordinated  Debentures in April
1994.  Interest expense in 1993 also included interest assessed on settlement of
coal  litigation  related to the  moisture  content  of tonnage  used to compute
royalty  payments to UMWA pension and benefit funds.  The $1.1 million  decrease
for 1993  compared  with  1992 was  largely  a result  of lower  interest  rates
worldwide.

Income Taxes
- ------------
In 1994,  the  provision  for income taxes was less than the  statutory  federal
income tax rate of 35% due to the tax benefits of  percentage  depletion,  lower
taxes on foreign income and a reduction in the valuation  allowance for deferred
tax assets  primarily in state  jurisdictions.  These  benefits  were  partially
offset by state income taxes and goodwill  amortization.  In 1993, the provision
for income taxes was less than the statutory  federal income tax rate of 35% due
to the tax  benefits  of  percentage  depletion,  favorable  adjustments  to the
Company's deferred tax assets as a result of the increase

in the statutory  U.S.  federal income tax rate and a reduction in the valuation
allowance  for deferred tax assets  primarily  in foreign  jurisdictions.  These
benefits were partially offset by state income taxes and goodwill  amortization.
In 1992,  the provision for income taxes  exceeded the statutory  federal income
tax rate of 34%  primarily due to  provisions  for state income taxes,  goodwill
amortization  and the  increase in the  valuation  allowance  for  deferred  tax
assets.

Based on the Company's  historical  and expected  taxable  earnings,  management
believes it is more likely than not that the Company will realize the benefit of
the existing deferred tax asset at December 31, 1994.

FINANCIAL CONDITION 

Cash Provided By Operating Activities
- -------------------------------------
Cash  provided  by  operating  activities  during  the first six  months of 1995
totaled  $30.3  million  compared  with $42.6 million in the first six months of
1994.  The  decrease  in cash  provided  occurred,  despite  higher net  income,
partially as a result of additional investment in working capital at Burlington.
Such requirements  primarily reflected initial working capital needs of recently
acquired foreign subsidiaries,  a relatively larger seasonal volume increase and
increased international revenues,  which tend to have longer payment terms. Cash
provided by operating  activities in the first six months of 1994 was negatively
impacted by the integration of operating  activities of Addington which required
cash to finance  working  capital.  Net income,  noncash  charges and changes in
operating  assets and  liabilities  in the 1994  first  half were  significantly
affected by after-tax restructuring and other charges of $58.1 million which had
minimal effect in the first half on cash generated by operations.

Cash provided by operating  activities for 1994 totaled $139.3 million  compared
with $119.9 million in 1993. Cash flow from  operations was negatively  impacted
by the  integration  of the  operations  of  Addington,  which  required cash to
finance initial working capital needs.  Net income,  noncash charges and changes
in  operating  assets and  liabilities  in 1994 were  significantly  affected by
after-tax  restructuring  and other  charges of $58.1 million which used cash of
approximately  $10.2 million in 1994. Of the total $90.8 million of 1994 pre-tax
charges,  $46.5  million was for noncash write downs of assets and the remainder
represents  liabilities  which are  expected  to be paid  over the next  several
years.  In addition,  during 1994,  $14.5  million was paid for similar  charges
reported  in  prior  periods.  As  discussed  under  Coal  operations,   funding
requirements  for these  charges  are  expected to be  approximately  $15 to $20
million  during the next twelve  months.  The  Company  intends to fund any cash
requirements  during  1995 with  anticipated  cash  flows from  operations,  and
shortfalls,   if  any,  financed  through   borrowings  under  revolving  credit
agreements or short-term borrowing arrangements.

Capital Expenditures
- --------------------
Cash  capital  expenditures  for the first  six  months  of 1995  totaled  $55.4
million.  Of that amount,  $13.5 million was spent by Burlington,  $11.5 million
was spent by Brink's,  $19.1 million was spent by BHS, $9.7 million was spent by
Coal and $1.1 million was spent by Mineral  Ventures.  Expenditures  incurred by
BHS in the first half of 1995 were primarily for

customer  installations,  representing the expansion in the subscriber base. For
the full year 1995,  capital  expenditures  are  estimated to  approximate  $150
million. The foregoing amounts exclude equipment  expenditures that have been or
are  expected  to be financed  through  capital and  operating  leases,  and any
acquisition  expenditures.  Increased  expenditures  in  1995  are  expected  at
Burlington to support new  airfreight  stations and  implementation  of positive
tracking systems and at BHS resulting from continued expansion of the subscriber
base.

Cash capital  expenditures  totaled $106.3 million in 1994. An additional  $41.2
million  of  expenditures  were  made  through  capital  and  operating  leases.
Approximately  32% of the 1994 gross capital  expenditures  were incurred in the
Coal segment.  Of that amount,  approximately  75% of the  expenditures  was for
business  expansion,  and the remainder was for  replacement  and maintenance of
ongoing business operations.  Expenditures made by Mineral Ventures approximated
2% of the Company's total capital expenditures and were primarily costs incurred
for  project  development.  Capital  expenditures  made by both  Burlington  and
Brink's during 1994 were primarily for  replacement  and  maintenance of current
ongoing   business   operations  and  comprised   approximately   17%  and  24%,
respectively,  of the Company's total.  Expenditures incurred by BHS during 1994
were 25% of total  expenditures  and were primarily for customer  installations,
resulting from expansion of the subscriber base.

Other Investing Activities
- --------------------------
All other investing activities in the first six months of 1995 provided net cash
of $2.6 million which  primarily  relates to proceeds from disposal of property,
plant  and  equipment,  partially  offset by  expenditures  for  aircraft  heavy
maintenance.  All  other  investing  activities  in 1994 used net cash of $165.5
million.  In January 1994, the Company paid  approximately  $157 million in cash
for the  acquisition of  substantially  all the coal mining  operations and coal
sales contracts of Addington. The purchase price of the acquisition was financed
through the issuance of $80.5 million of a new series of  convertible  preferred
stock,  which is  convertible  into Pittston  Minerals  Group Common Stock,  and
additional  debt  under  credit  agreements.  Other  investing  activities  also
included  $8.4 million of cash  received in 1994 from the December  1993 sale of
the  majority  of the  assets of a captive  mine  supply  company.  Disposal  of
property,  plant  and  equipment  provided  $7.6  million  in cash  in 1994  and
expenditures for heavy aircraft maintenance used cash of $15.3 million in 1994.

Financing
- ---------
Gross capital  expenditures in 1995 are currently expected to increase over 1994
levels.  The  increase  is  expected  to result  largely  from  expenditures  at
Burlington,  supporting new airfreight  stations and  implementation of positive
tracking systems,  and expenditures at BHS resulting from continued expansion of
the subscriber base. The Company intends to fund such expenditures  through cash
flow from  operating  activities or through  operating  leases if the latter are
financially  attractive.  Any shortfalls will be financed  through the Company's
revolving credit agreements or short-term borrowing arrangements.

In March 1994, the Company  entered into a $350 million credit  agreement with a
syndicate of banks (the "New  Facility"),  replacing  the  Company's  previously
existing $250 million of revolving credit agreements. The New

Facility  includes a $100 million term loan,  which matures in May 2000. The New
Facility also permits additional  borrowings,  repayments and reborrowings of up
to an aggregate of $250 million until May 2000. At December 31, 1994, borrowings
of $100 million were outstanding under the term loan portion of the New Facility
and  borrowings  of $9.4 million  were  outstanding  under the  remainder of the
facility.

Debt
- ----
Outstanding  debt,  including  borrowings  under  revolving  credit  agreements,
aggregated  $199.2 million at June 30, 1995, up from $165.1 million at year- end
1994. Cash proceeds from operating  activities,  other investing  activities and
the proceeds  from the exercise of stock  options  were not  sufficient  to fund
capital expenditures,  the repurchase of stock and dividends payments, resulting
in additional borrowings under the Company's revolving credit agreements.

Outstanding  debt,  including  borrowings  under  revolving  credit  agreements,
aggregated  $165.1  million at December 31, 1994,  compared to $75.8  million at
year-end 1993.  Cash  generated from operating  activities and proceeds from the
issuance of preferred stock were not sufficient to fund capital expenditures and
the  Addington  acquisition,   resulting  in  additional  borrowings  under  the
Company's credit agreements.

On April 15,  1994,  the  Company  redeemed  all  outstanding  9.2%  Convertible
Subordinated  Debentures due July 1, 2004. The principal amount  outstanding was
$27.8  million and the premium paid to call the debt  totaled $.8  million.  The
Company used cash provided under its revolving  credit  agreements to redeem the
debentures.  The  premium  paid in  addition  to other  charges  related  to the
redemption  are  included  in the  Company's  1994  Consolidated  Statements  of
Operations  for the six  months  ended  June 30,  1994  and for the  year  ended
December 31, 1994.

Off-balance Sheet Instruments
- -----------------------------
The Company enters into various  off-balance  sheet  financial  instruments,  as
discussed below, to hedge its foreign currency and other market  exposures.  The
risk  that  counterparties  to such  instruments  may be unable  to  perform  is
minimized by limiting the  counterparties to major financial  institutions.  The
Company does not expect any losses due to such counterparty default.

Foreign  currency  forward  contracts - The Company enters into foreign currency
forward  contracts  with  a  duration  of 30  to  60  days  as a  hedge  against
liabilities  denominated in various  currencies.  These contracts do not subject
the Company to risk due to exchange rate  movements  because gains and losses on
these  contracts  offset losses and gains on the  liabilities  being hedged.  At
December  31,  1994,  the  total  notional  value of  foreign  currency  forward
contracts  outstanding  was $7.4  million.  As of such  date,  the fair value of
foreign currency forward contracts was not significant.

Gold contracts - In order to protect itself against  downward  movements in gold
prices,  the Company  hedges a portion of its  recoverable  proved and  probable
reserves primarily through forward sales contracts. At December 31, 1994, 60,056
ounces of gold,  representing  approximately  30% of the  Company's  recoverable
proved and probable  reserves,  were sold forward under forward sales  contracts
with a total  notional  value of $24.7  million.  Because  only a portion of its
future production is currently sold forward, the Company

can take advantage of increases,  if any, in the spot price of gold. At December
31,  1994,  the fair value of the  Company's  forward  sales  contracts  was not
significant.

Fuel  contracts - The Company has hedged a portion of its jet fuel  requirements
through a swap  contract.  At December 31, 1994,  the notional  value of the jet
fuel swap,  aggregating  12.5 million  gallons,  through March 31, 1995 was $6.5
million.  In addition,  the Company has entered into several  commodity  options
transactions that are intended to protect against  significant  increases in jet
fuel prices. These transactions,  aggregate 23.3 million gallons with a notional
value of $15.8 million and are  applicable  throughout  1995 in amounts  ranging
from 3.5 million  gallons per month in the first  quarter of 1995 to 2.1 million
gallons per month in the fourth  quarter of 1995.  The Company has also  entered
into a collar transaction, applicable to 7.2 million gallons that provides for a
minimum and maximum per gallon price.  This transaction is settled monthly based
upon the average of the high and low prices during each period.

The fair value of these fuel hedge transactions may fluctuate over the course of
the contract  period due to changes in the supply and demand for oil and refined
products.  Thus,  the economic  gain or loss,  if any,  upon  settlement  of the
contracts may differ from the fair value of the contracts at an interim date. At
December 31, 1994, the fair value of these contracts was not significant.

Interest rate contracts - In connection with the aircraft  leasing by Burlington
in 1993, the Company entered into interest rate cap agreements. These agreements
have a notional  amount of $60 million and cap the  Company's  interest  rate on
certain aircraft leases at 8.5% through April 1, 1996. In addition, in 1994, the
Company  entered into a standard three year variable to fixed interest rate swap
agreement.  This  agreement  fixed the Company's  interest rate at 5% on current
borrowings of $40.0  million in  principal.  The amount to which the 5% interest
rate applies  declines  periodically  throughout the term of the agreement.  The
fair value of these contracts was $1.8 million at December 31, 1994.

Contingent Liabilities
- ----------------------
In April 1990,  the  Company  entered  into a  settlement  agreement  to resolve
certain  environmental  claims  against the  Company  arising  from  hydrocarbon
contamination at a petroleum terminal facility  ("Tankport") in Jersey City, New
Jersey, which operations were sold in 1983. Under the settlement agreement,  the
Company  is  obligated  to pay  80% of the  remediation  costs.  Based  on  data
available  to  the  Company  and  its  environmental  consultants,  the  Company
estimates  its  portion of the  cleanup  costs on an  undiscounted  basis  using
existing technologies to be between $6.7 million and $14.1 million over a period
of up to five years.  Management  is unable to determine  that any amount within
that range is a better estimate due to a variety of uncertainties, which include
the extent of the  contamination  at the site,  the permitted  technologies  for
remediation and the regulatory standards by which cleanup will be conducted. The
cleanup  estimates  have been  modified in light of certain  regulatory  changes
promulgated in December 1994.

The Company  commenced  insurance  coverage  litigation  in 1990,  in the United
States  District  Court for the  District of New Jersey,  seeking a  declaratory
judgment that all amounts payable by the Company pursuant to the Tankport

obligation were reimbursable under comprehensive general liability and pollution
liability  policies  maintained by the Company.  Although the underwriters  have
disputed this claim,  management and its legal counsel  believe that recovery is
probable of  realization  in the full amount of the claim.  This  conclusion  is
based upon, among other things,  the nature of the pollution policies which were
broadly  designed to cover such contingent  liabilities,  the favorable state of
the law in the State of New Jersey  (whose  laws have been found to control  the
interpretation of the policies), and numerous other factual considerations which
support  the  Company's  analysis  of the  insurance  contracts  and  rebut  the
underwriters' defenses.  Accordingly, there is no net liability in regard to the
Tankport obligation.
  
Capitalization
- --------------
On July 26,  1993,  the  Company's  shareholders  approved  the  Services  Stock
Proposal,  as described in the Company's  proxy  statement  dated June 24, 1993,
which  resulted in the  reclassification  of the  Company's  common  stock.  The
outstanding  shares of common stock of the Company were redesignated as Pittston
Services Group Common Stock ("Services Stock") on a share-for-share  basis and a
second class of common stock, designated as Pittston Minerals Group Common Stock
("Minerals  Stock"),  was distributed on the basis of one- fifth of one share of
Minerals  Stock for each share of the  Company's  previous  common stock held by
shareholders  of record on July 26, 1993.  Minerals Stock and Services Stock are
designed  to  provide  shareholders  with  separate  securities  reflecting  the
performance  of the  Pittston  Minerals  Group (the  "Minerals  Group")  and the
Pittston   Services  Group  (the  "Services   Group"),   respectively,   without
diminishing the benefits of remaining a single  corporation or precluding future
transactions affecting either Group.

The  redesignation  of the  Company's  common  stock as  Services  Stock and the
distribution of Minerals Stock as a result of the approval of the Services Stock
Proposal did not result in any transfer of assets and liabilities of the Company
or any of its  subsidiaries.  Holders of Services  Stock and Minerals  Stock are
shareholders  of the  Company,  which  continues to be  responsible  for all its
liabilities.  Therefore,  financial developments affecting the Minerals Group or
the Services Group that affect the Company's  financial  condition  could affect
the results of operations and financial  condition of both Groups. The change in
the  capital  structure  of the  Company  had no effect on the  Company's  total
capital,  except as to expenses  incurred in the execution of the Services Stock
Proposal.  Since the approval of the Services Stock Proposal,  capitalization of
the  Company  has been  affected  by the share  activity  related to each of the
classes of common stock.

In 1993,  the Board of  Directors of the Company (the  "Board")  authorized  the
repurchase  of up to 1,250,000  shares of Services  Stock and 250,000  shares of
Minerals Stock, not to exceed an aggregate purchase price of $43 million.  As of
June 30, 1995, a total of 376,100  shares ($9.0  million) of Services  Stock and
38,500 shares ($.8 million) of Minerals Stock had been acquired  pursuant to the
authorization.  Of those  amounts,  during the six months  ended June 30,  1995,
120,000  shares of  Services  Stock  were  repurchased  at a total  cost of $2.8
million. No shares of Minerals Stock were repurchased in the first six months of
1994.  During  1994,  256,100  shares of  Services  Stock and  19,700  shares of
Minerals Stock were repurchased in 1994 at an aggregate cost of $6.6 million.

In January  1994,  the Company  issued $80.5 million  (161,000  shares) of a new
series of cumulative  preferred  stock,  convertible  into Minerals  Stock.  The
cumulative  convertible  preferred stock,  which is attributable to the Minerals
Group, pays an annual cumulative dividend of $31.25 per share payable quarterly,
in  cash,  in  arrears,  out  of all  funds  of the  Company  legally  available
therefore, when, as and if declared by the Board, which commenced March 1, 1994,
and bears a liquidation  preference  of $500 per share,  plus an amount equal to
accrued and unpaid dividends thereon.

In July 1994, the Board authorized the repurchase from time to time of up to $15
million of the new series of cumulative  convertible preferred stock. As of June
30, 1995,  21,020  shares at a total cost of $8.4 million were  repurchased,  of
which 12,670 shares at a cost of $5.0 million were repurchased in the first half
of 1995.

As of December 31,  1994,  debt as a percent of  capitalization  (total debt and
shareholders'  equity) was 27%,  compared  with 18% at December  31,  1993.  The
increase  since  December  1993 is largely due to the  additional  debt incurred
under the New Facility to finance the Addington acquisition.

Dividends
- ---------
The Board  intends to declare and pay  dividends on Services  Stock and Minerals
Stock  based on the  earnings,  financial  condition,  cash  flow  and  business
requirements of the Services Group and the Minerals Group,  respectively.  Since
the Company  remains  subject to Virginia law  limitations  on dividends  and to
dividend  restrictions in its public debt and bank credit agreements,  losses by
one Group could  affect the  Company's  ability to pay  dividends  in respect of
stock relating to the other Group.  Dividends on Minerals Stock are also limited
by the Available  Minerals Dividend Amount as defined in the Company's  Articles
of Incorporation.  At June 30, 1995, the Available  Minerals Dividend Amount was
at least $20.8 million.

During the first six months of 1995 and 1994, the Board declared and the Company
paid  dividends of 10 cents per share of Services Stock and 32.5 cents per share
of  Minerals  Stock.  In 1994,  the Board  declared  and the  Company  paid cash
dividends  of 20 cents  per  share of  Services  Stock and 65 cents per share of
Minerals  Stock.  On an equivalent  basis, in 1993 the Company paid dividends of
19.09  cents per share of  Services  Stock and 62.04 cents per share of Minerals
Stock.

Dividends paid on the cumulative  convertible  preferred  stock in the first six
months of 1995 were $2.3 million.  Preferred dividends included on the Company's
Statement of Operations  for the six months ended June 30, 1995, are net of $1.0
million which was the excess of the carrying  amount of the preferred stock over
the cash paid to holders of the preferred stock for preferred stock  repurchased
during the period. Dividends paid on the cumulative convertible preferred stock,
which commenced March 1, 1994, totaled $4.2 million for the year 1994.

                                  APPENDIX 1
                                  PROXY CARDS
                                PRELIMINARY COPY
                                    PITTSTON
 
        PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR SPECIAL
                   MEETING OF SHAREHOLDERS, DECEMBER   , 1995
 
PROXY
 
        The  undersigned hereby appoints J. C. Farrell, J. B. Hartough and A. F.
        Reed and each of  them as proxies, with  full power of substitution,  to
        vote  the  shares of  the  undersigned in  The  Pittston Company  at the
        Special Meeting of Shareholders to be held on            , December    ,
        1995,  at        , Eastern Daylight Time and at any adjournment thereof,
        on all matters coming before the meeting. The proxies will vote: (1)  as
        you  specify on  the back of  this card;  (2) as the  Board of Directors
        recommends where you do  not specify your vote  on the matter listed  on
        the  back  of this  card; and  (3) as  the proxies  decide on  any other
        matter.
 
        IF YOU WISH TO VOTE AS  THE BOARD OF DIRECTORS RECOMMENDS, PLEASE  SIGN,
        DATE AND RETURN THIS CARD. IF YOU WISH TO VOTE INDIVIDUALLY, PLEASE MARK
        THE APPROPRIATE BOX ON THE BACK OF THIS CARD.
 
                                                                          [OVER]

             The Board of Directors Recommends a vote 'FOR' Item 1.
 
- ------------------                            X PLEASE MARK YOUR VOTE LIKE THIS.
 
Item 1 -- Approval of the Brink's Stock Proposal.

                                                                  
FOR                                               AGAINST                ABSTAIN
- ------------------                                ------------------     -----------------

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting.
 
                                                   PLEASE  MARK, DATE,  SIGN AND
                                                   MAIL THIS  CARD  PROMPTLY  IN
                                                   THE   POSTAGE   PAID   RETURN
                                                   ENVELOPE PROVIDED.
 
                                                   Date  ................ , 1995

                                                    ............................
                                                             SIGNATURE
                                                    ............................
                                                             SIGNATURE
 
PLEASE MARK YOUR CHOICE IN BLUE OR BLACK INK.

                                PRELIMINARY COPY
                                    PITTSTON
 
                  SAVINGS-INVESTMENT PLAN VOTING INSTRUCTIONS
                             TO: IDS TRUST, TRUSTEE
 
PROXY
 
        I  hereby instruct the Trustee to vote (or cause to be voted) all shares
        of Common Stock of The Pittston Company credited to my account under the
        Plan at the Special Meeting of Shareholders  to be held on December    ,
        1995  (and at any adjournment thereof) for the purposes set forth in the
        accompanying notice of such meeting.
 
        Please date, sign  exactly as your  name appears below  and return  this
        card  in the  enclosed envelope.  Your shares will  not be  voted by the
        Trustee in accordance with your instructions unless you sign and  return
        this  card so that it will reach the  Trustee no later than December   ,
        1995. These instructions are irrevocable.
 
        IF YOU WISH TO VOTE AS  THE BOARD OF DIRECTORS RECOMMENDS, PLEASE  SIGN,
        DATE AND RETURN THIS CARD. IF YOU WISH TO VOTE INDIVIDUALLY, PLEASE MARK
        THE APPROPRIATE BOX ON THE BACK OF THIS CARD.
 
                                                                          [OVER]

             The Board of Directors Recommends a vote 'FOR' Item 1.
 
- ------------------                            X PLEASE MARK YOUR VOTE LIKE THIS.
 
Item 1 -- Approval of the Brink's Stock Proposal.

FOR                                               AGAINST               ABSTAIN
- ------------------                                ------------------    ------------------

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the meeting.
 
                                                   PLEASE  MARK, DATE,  SIGN AND
                                                   MAIL THIS  CARD  PROMPTLY  IN
                                                   THE   POSTAGE   PAID   RETURN
                                                   ENVELOPE PROVIDED.
 
                                                   Date  ................ , 1995

                                                    ............................
                                                             SIGNATURE
                                                    ............................
                                                             SIGNATURE
 
PLEASE MARK YOUR CHOICE IN BLUE OR BLACK INK.

                                    PART II
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS
 
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     Under  the Virginia Stock Corporation Act, unless otherwise required by its
Restated Articles  of Incorporation,  The Pittston  Company (the  'Company')  is
mandatorily required to indemnify a director or officer who entirely prevails in
the  defense of any proceeding to which he or  she was a party because he or she
is or  was a  director or  officer of  the Company  against reasonable  expenses
incurred  in connection with  the proceeding. Such  Act also authorizes Virginia
corporations  to  provide  additional   indemnification  in  certain   specified
instances.  Accordingly, Article VIII of the Restated Articles of Incorporation,
as amended, of the Company provides  that each officer, director or employee  of
the  Company shall be entitled to indemnity, including indemnity with respect to
a proceeding by or in the right  of the Company, to the fullest extent  required
or  permitted under the provisions  of the Virginia Stock  Corporation Act as in
effect from time to time, except for an indemnity against willful misconduct  or
a knowing violation of the criminal law. Furthermore, the Company is required to
promptly  pay  for or  reimburse the  reasonable expenses,  including attorneys'
fees, incurred by an officer, director or employee of the Company in  connection
with any proceeding (whether or not made a party) arising from his or her status
as  such officer, director or  employee, in advance of  final disposition of any
such proceeding  upon receipt  by the  Company from  such officer,  director  or
employee  of (a)  a written  statement of good  faith belief  that he  or she is
entitled to indemnity  by the Company  and (b) a  written undertaking,  executed
personally or on his or her behalf, to repay the amount so paid or reimbursed if
after  final disposition of such proceeding it  is determined that he or she did
not meet the applicable standard of conduct.
 
     Certain executive officers  of the Company  have indemnification  contracts
with  the Company. The  contracts provide indemnification to  the same extent as
the Company's Restated Articles  of Incorporation, as  amended, and provide  for
the  advancement  of  attorneys'  fees.  The  Company  also  has  directors' and
officers' insurance which protects each  director or officer from liability  for
actions taken in their capacity as directors or officers.
 
     The  foregoing represents a  summary of the general  effect of Virginia law
and the Company's Restated Articles of Incorporation, as amended, with regard to
the indemnification of the Company's directors  and officers and is for  general
descriptive purposes only.
 
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 
(a) Exhibits:

                                                       

 3.1   Restated Articles of Incorporation                    Incorporated  by  reference to  Exhibit 3(a)  to the
                                                             Company's  Form  10-K  for  the  fiscal  year  ended
                                                             December 31, 1994.
 3.2   Articles of Amendment to Restated Articles of
       Incorporation                                         Filed  as  Annex II  to Proxy  Statement/ Prospectus
                                                             which is incorporated herein by reference.
 3.3   Bylaws                                                Incorporated by  reference to  Exhibit 3(b)  of  the
                                                             Company's  Form  10-K  for  the  fiscal  year  ended
                                                             December 31, 1994.
 4     Form of Amended and Restated Rights Agreement
 5     Opinion of Hunton & Williams                          *
 8     Opinion of Cravath, Swaine & Moore                    *
10.1   Amendments to the Non-Employee Directors' Stock
       Option Plan                                           Filed as Annex III-A to Proxy Statement/  Prospectus
                                                             which is incorporated herein by reference.

                                      II-1

                                                       
10.2   Amendments to the 1988 Stock Option Plan............  Filed  as Annex III-B to Proxy Statement/ Prospectus
                                                             which is incorporated herein by reference.
23.1   Consent of Hunton & Williams (included in Exhibit 5)  *
23.2   Consent of KPMG Peat Marwick
23.3   Consent of Cravath, Swaine & Moore (included in
       Exhibit 8)                                            *
24     Power of Attorney (included in the signature pages
       of this Registration Statement)

(b) Financial Statement Schedules.

                 

   (i)   Schedule II   -- Pittston Brink's Group Valuation and Qualifying Accounts
  (ii)   Schedule II   -- Pittston Burlington Group Valuation and Qualifying Accounts
 (iii)   Schedule II   -- The Pittston Company and Subsidiaries Valuation and Qualifying Accounts, incorporated by
                            reference to the Company's Form 10-K for the fiscal year ended December 31, 1994

- ------------
 
* Exhibit to be filed by amendment.
 
                            ------------------------
 
     All other schedules  are omitted  because they  are not  applicable or  the
required  information  is contained  in the  respective financial  statements of
Pittston Brink's Group  (Annex V  to the  Proxy Statement/Prospectus),  Pittston
Burlington  Group (Annex VII to the Proxy Statement/Prospectus) and The Pittston
Company and Subsidiaries (Annex IX to the Proxy Statement/Prospectus).
 
(c) None.
 
ITEM 22. UNDERTAKINGS.

   

(a)   The undersigned  registrant hereby  undertakes that,  for purposes  of determining  any liability  under  the
      Securities  Act of 1933, each filing  of the registrant's annual report  pursuant to section 13(a) or section
      15(d) of the  Securities Exchange Act  of 1934  (and, where applicable,  each filing of  an employee  benefit
      plan's  annual report pursuant to section 15(d) of the  Securities Exchange Act of 1934) that is incorporated
      by reference in the registration statement shall be deemed to be a new registration statement relating to the
      securities offered therein,  and the  offering of such  securities at  that time shall  be deemed  to be  the
      initial bona fide offering thereof.
(b)   Insofar  as indemnification  for liabilities arising  under the  Securities Act of  1933 may  be permitted to
      directors, officers, and controlling persons of the  registrant pursuant to the provisions described in  Item
      20  above, or otherwise, the registrant  has been advised that in the  opinion of the Securities and Exchange
      Commission such indemnification is against public policy as  expressed in the Securities Act of 1933 and  is,
      therefore,  unenforceable. In the event a claim for  indemnification against such liabilities (other than the
      payment by the registrant of expenses  incurred or paid by a director,  officer or controlling person of  the
      registrant  in the successful defense of any action,  suit, or proceeding) is asserted against the registrant
      by such director,  officer or  controlling person  in connection with  the securities  being registered,  the
      registrant  will, unless in the opinion of its counsel  the matter has been settled by controlling precedent,
      submit to a  court of appropriate  jurisdiction the question  whether such indemnification  by it is  against
      public  policy as expressed in the Securities  Act of 1933 and will be  governed by the final adjudication of
      such issue.
(c)   The undersigned registrant hereby undertakes to respond  to requests for information that is incorporated  by
      reference  into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form S-4, within one business day
      of receipt of  such request, and  to send the  incorporated documents by  first class mail  or other  equally
      prompt  means. This includes information contained in documents filed subsequent to the effective date of the
      registration statement through the date of responding to the request.

                                      II-2

   
(d)   The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information
      concerning a transaction, and the company  being acquired involved therein, that  was not the subject of  and
      included in the Registration Statement when it became effective.
(e)   The  undersigned  registrant  hereby undertakes  as  follows: that  prior  to  any public  reoffering  of the
      securities registered hereunder through use of a prospectus  which is a part of this registration  statement,
      by  any person or  party who is  deemed to be  an underwriter within  the meaning of  Rule 145(c), the issuer
      undertakes that  such  reoffering prospectus  will  contain the  information  called for  by  the  applicable
      registration  form with respect to reofferings by persons who  may be deemed underwriters, in addition to the
      information called for by the other items of the applicable form.
(f)   The registrant undertakes  that every  prospectus (i)  that is filed  pursuant to  paragraph (e)  immediately
      preceding,  or (ii) that purports to meet the requirements  of section 10(a)(3) of the Securities Act of 1933
      and is used in connection with an offering of securities subject  to Rule 415, will be filed as a part of  an
      amendment to the registration statement and will not be used until such amendment is effective, and that, for
      purposes  of determining any liability  under the Securities Act of  1933, each such post-effective amendment
      shall be deemed be a new registration statement relating to the securities offered therein, and the  offering
      of such securities at that time shall be deemed to be the initial bona fide offering thereof.

                                      II-3

                                   SIGNATURES
 
     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies that it meets all the requirements for filing on Form S-4 and has duly
caused  this  Registration  Statement  to  be  signed  on  its  behalf  by   the
undersigned,  thereunto authorized, in The City of  New York, State of New York,
on October 10, 1995.
 
                                                   THE PITTSTON COMPANY
                                          By:        /S/ JOSEPH C. FARRELL
                                             ...................................
                                            (JOSEPH C. FARRELL, CHAIRMAN OF THE
                                           BOARD, PRESIDENT AND CHIEF EXECUTIVE
                                                         OFFICER)
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY  THESE PRESENTS, that each  person whose signature  appears
below  constitutes  and appoints  JOSEPH C.  FARRELL, AUSTIN  F. REED,  JAMES B.
HARTOUGH and GARY R. ROGLIANO and each of them (with full power to each of  them
to  act alone), his true and lawful  attorney-in-fact and agent, with full power
of substitution and resubstitution for him and in his name, place and stead,  in
any  and all capacities, to sign any or all amendments (including post-effective
amendments) to  this Registration  Statement, and  to file  the same,  with  all
exhibits   thereto  and  other  documents  in  connection  therewith,  with  the
Securities and  Exchange Commission,  granting unto  said attorneys-in-fact  and
agents,  and each of them,  full power and authority to  do and perform each and
every act  and  thing requisite  and  necessary to  be  done in  and  about  the
premises,  as fully  to all  intents and  purposes as  he might  or could  do in
person, hereby  ratifying and  confirming all  that said  attorneys-in-fact  and
agents,  or any of them, or his or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
 
     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,   this
Registration  Statement and Power  of Attorney has been  signed by the following
persons in the capacities and on the dates indicated.

                SIGNATURE                                      TITLE                              DATE
- ------------------------------------------  --------------------------------------------   -------------------

 

            /s/ J. C. FARRELL               Chairman of the Board, President, Chief        September 15, 1995
 .........................................    Executive Officer, and Director (principal
             (J. C. FARRELL)                  executive officer)
 
            /s/ D. L. MARSHALL              Vice Chairman of the Board and Director        September 15, 1995
 .........................................
             (D. L. MARSHALL)
 
            /s/ R. G. ACKERMAN              Director                                       September 15, 1995
 .........................................
             (R. G. ACKERMAN)
 
             /s/ M. J. ANTON                Director                                       September 15, 1995
 .........................................
              (M. J. ANTON)
 
             /s/ J. R. BARKER               Director                                       September 15, 1995
 .........................................
              (J. R. BARKER)
 
           /s/ J. L. BROADHEAD              Director                                       September 15, 1995
 .........................................
            (J. L. BROADHEAD)

                                      II-4

 

                SIGNATURE                                      TITLE                              DATE
- ------------------------------------------  --------------------------------------------   -------------------
                                                                                     
             /s/ W. F. CRAIG                Director                                       September 15, 1995
 .........................................
              (W. F. CRAIG)
 
             /s/ R. M. GROSS                Director                                       September 15, 1995
 .........................................
              (R. H. GROSS)
 
            /s/ C. F. HAYWOOD               Director                                       September 20, 1995
 .........................................
             (C. F. HAYWOOD)
 
            /s/ G. R. ROGLIANO              Vice President -- Controllership and Taxes     September 25, 1995
 .........................................    (principal accounting officer)
             (G. R. ROGLIANO)
 
            /s/ R. H. SPILMAN               Director                                       September 21, 1995
 .........................................
             (R. H. SPILMAN)
 
           /s/ A. H. ZIMMERMAN              Director                                       September 15, 1995
 .........................................
            (A. H. ZIMMERMAN)

     The Registrant does not have any designated principal financial officer.
 
                                      II-5

Pittston Brink's Group
Schedule II - Valuation and Qualifying Accounts
Years Ended December 31, 1994, 1993 and 1992
(In Thousands)

                Column A                                 Column B                 Column C                Column D        Column E
- -----------------------------------------                --------         ------------------------        --------        --------

                                                                                  Additions
                                                                          ------------------------
                                                         Balance at       Charged to       Charged                         Balance 
                                                          beginning        costs and      to other                       at end of 
                Description                               of period         expenses      accounts        Deductions        period 
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                
Year ended December 31, 1994 
Estimated uncollectible amount of notes 
   and accounts receivable                              $    3,796            1,346          3 (a)         1,766 (b)        3,379 

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

Year ended December 31, 1993 
Estimated uncollectible amount of notes 
   and accounts receivable                              $    4,309            3,403        695 (a)         4,611 (b)        3,796 

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

Year ended December 31, 1992 
Estimated uncollectible amount of notes 
   and accounts receivable                              $    3,313            1,881        852 (a)         1,737 (b)        4,309 

====================================================================================================================================

(a) Amounts reclassified from other accounts. 
(b) Accounts written off.

Pittston Burlington Group
Schedule II - Valuation and Qualifying Accounts
Years Ended December 31, 1994, 1993 and 1992
(In Thousands)

                Column A                                 Column B                 Column C                Column D        Column E
- ----------------------------------------                 --------         ------------------------        --------        --------

                                                                                  Additions
                                                                          ------------------------
                                                         Balance at       Charged to       Charged                         Balance 
                                                          beginning        costs and      to other                       at end of 
                Description                               of period         expenses      accounts        Deductions        period 
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                
Year ended December 31, 1994 
Estimated uncollectible amount of notes                                                    926 (a) 
   and accounts receivable                              $    9,949            3,054        284 (b)         3,738 (c)       10,475 

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

Year ended December 31, 1993 
Estimated uncollectible amount of notes 
   and accounts receivable                              $    9,824            2,949        551 (a)         3,375 (c)        9,949 

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

Year ended December 31, 1992 
Estimated uncollectible amount of notes 
   and accounts receivable                              $   10,910            2,016        814 (a)         3,916 (c)        9,824 

====================================================================================================================================

(a) Amounts recovered.
(b) Amounts reclassified from other accounts.
(c) Accounts written off.

                                                                       EXHIBIT 4
________________________________________________________________________________
 
                              AMENDED AND RESTATED
                                RIGHTS AGREEMENT
 
                        DATED AS OF DECEMBER [XX], 1995
 
                                    BETWEEN
 
                              THE PITTSTON COMPANY
 
                                      AND
 
                                 CHEMICAL BANK,
                                AS RIGHTS AGENT
 
________________________________________________________________________________

                               TABLE OF CONTENTS

                                                                                                              PAGE
                                                                                                              ----
                                                                                                        
SECTION 1.     Certain Definitions.........................................................................     1
SECTION 2.     Appointment of Rights Agent.................................................................     6
SECTION 3.     Issue of Right Certificates.................................................................     6
SECTION 4.     Forms of Right Certificates.................................................................     7
SECTION 5.     Execution, Countersignature and Registration................................................     8
SECTION 6.     Transfer, Split-up, Combination and Exchange of Right Certificates; Mutilated, Destroyed,
                 Lost or Stolen Right Certificates.........................................................     8
SECTION 7.     Exercise of Rights; Expiration Date of Rights; Restriction on Transfer of Rights............     8
SECTION 8.     Cancelation and Destruction of Right Certificates...........................................     9
SECTION 9.     Reservation and Availability of Preferred Shares............................................    10
SECTION 10.    Preferred Shares Record Date................................................................    10
SECTION 11.    Adjustment of Number and Kind of Shares and the Purchase Price..............................    10
SECTION 12.    Certificate of Adjustment...................................................................    15
SECTION 13.    Consolidation, Merger, Share Exchange or Sale or Transfer of Major Part of Assets...........    15
SECTION 14.    Additional Covenants........................................................................    17
SECTION 15.    Fractional Rights and Fractional Shares.....................................................    17
SECTION 16.    Rights of Action............................................................................    18
SECTION 17.    Transfer and Ownership of Rights and Right Certificate......................................    18
SECTION 18.    Right Certificate Holder Not Deemed a Shareholder...........................................    18
SECTION 19.    Concerning the Rights Agent.................................................................    18
SECTION 20.    Merger or Consolidation or Change of Rights Agent...........................................    19
SECTION 21.    Duties of Rights Agent......................................................................    19
SECTION 22.    Change of Rights Agent......................................................................    20
SECTION 23.    Issuance of New Right Certificates..........................................................    21
SECTION 24.    Redemption and Termination..................................................................    21
SECTION 25.    Notice of Certain Events....................................................................    22
SECTION 26.    Notices.....................................................................................    22
SECTION 27.    Supplements and Amendments..................................................................    22
SECTION 28.    Successors..................................................................................    23
SECTION 29.    Benefits of This Rights Agreement; Determinations and Actions by the Board of Directors,
                 etc.......................................................................................    23
SECTION 30.    Severability................................................................................    23
SECTION 31.    Governing Law...............................................................................    23
SECTION 32.    Counterparts................................................................................    23
SECTION 33.    Descriptive Headings........................................................................    24
Exhibits
Exhibit A      Articles of Amendment
Exhibit B-1    Form of Right Certificate for Brink's Rights
Exhibit B-2    Form of Right Certificate for Minerals Rights
Exhibit B-3    Form of Right Certificate for Burlington Rights

                     AMENDED AND RESTATED RIGHTS AGREEMENT
                                     DATED
                           AS OF DECEMBER [XX], 1995,
                                    BETWEEN
                             THE PITTSTON COMPANY,
                    A VIRGINIA CORPORATION (THE 'COMPANY'),
                                      AND
                                 CHEMICAL BANK,
     A NEW YORK BANKING CORPORATION, AS RIGHTS AGENT (THE 'RIGHTS AGENT').
 
     On  September 11, 1987 (the 'Rights  Dividend Declaration Date'), the Board
of Directors of the  Company adopted a shareholder  rights plan governed by  the
terms  of a rights agreement (as amended  as of December 12, 1988, the 'Original
Agreement') and  distributed one  right (a  'Common Right')  for each  share  of
common  stock, par value  $1.00 per share,  of the Company  (the 'Common Stock')
outstanding at the close of business on September 25, 1987 (the 'Record  Date'),
and  authorized the issuance of one Common  Right for each share of Common Stock
issued between the Record Date and the date hereof.
 
     On May 7, 1993, the Board of Directors of the Company adopted amendments to
the Original Agreement  (as amended,  the 'Amended  Agreement') and,  contingent
upon  and simultaneously  with the  distribution of  Minerals Stock  (as defined
herein) to holders  of the Common  Stock on the  close of business  on July  26,
1993,  pursuant  to  such  amendments (i)  authorized  and  declared  a dividend
distribution of one Pittston Minerals Group Right (a 'Minerals Right') for  each
share  of Minerals Stock and  (ii) redesignated each Common  Right as a Pittston
Services Group Right (a 'Services Right').
 
     On December  [yy], 1995,  the Board  of Directors  of the  Company  adopted
amendments  to the  Amended Agreement (as  amended, the  'Rights Agreement') and
contingent upon  and  simultaneously  with (i)  the  redesignation  of  Pittston
Services  Group  Common  Stock,  par  value  $1.00  per  share,  of  the Company
('Services  Stock')  as  Brink's  Stock   (as  defined  herein)  and  (ii)   the
distribution  of Burlington  Stock (as  defined herein)  to holders  of Services
Stock on the close  of business on December  [xx], 1995 (the 'Effective  Date'),
redesignated  each Services Right as a  Pittston Brink's Group Right (a 'Brink's
Right') and authorized and  declared a distribution  of one Pittston  Burlington
Group Right (a 'Burlington Right') for each share of Burlington Stock.
 
     Each   Brink's  Right,  Minerals  Right   and  Burlington  Right  initially
represents the right  to purchase one  one-thousandth (1/1000th) of  a Series  A
Preferred Share (as defined herein), one one-thousandth (1/1000th) of a Series B
Preferred  Share (as  defined herein),  and one  one-thousandth (1/1000th)  of a
Series D Preferred Share (as defined herein), respectively, each such  Preferred
Share  having  the powers,  rights  and preferences  set  forth in  the  form of
Articles of Amendment (as defined herein) attached hereto as Exhibit A, upon the
terms and subject to the conditions hereinafter set forth.
 
     Accordingly, in consideration  of the  premises and  the mutual  agreements
herein set forth, the parties hereby agree as follows:
 
     SECTION  1. Certain Definitions. For purposes of this Rights Agreement, the
following terms have the meanings indicated:
 
          (a) 'Acquiring Person' shall  mean any Person  who or which,  together
     with  all Affiliates and Associates of such Person, shall be the Beneficial
     Owner of Common Shares representing 20% or more of the total Voting  Rights
     of  all  the Common  Shares  then outstanding,  but  shall not  include any
     Subsidiary of the Company, any employee  benefit plan of the Company or  of
     any of its Subsidiaries or any Person holding Common Shares for or pursuant
     to the terms of any such employee benefit plan.
 
          (b)  'Affiliate'  and 'Associate',  when  used with  reference  to any
     Person, shall have the respective meanings  ascribed to such terms in  Rule
     12b-2  of the General  Rules and Regulations  under the Securities Exchange
     Act of 1934, as in effect on the date of this Rights Agreement.
 
          (c) 'Affiliate Merger' shall have the meaning set forth in clause  (i)
     of Section 11(e) of this Rights Agreement.

          (d)  'Articles of Amendment'  shall mean the  Articles of Amendment to
     the Restated Articles  of Incorporation  of the Company  setting forth  the
     powers,  preferences, rights, qualifications,  limitations and restrictions
     of the Series  A Preferred Shares,  the Series B  Preferred Shares and  the
     Series  D Preferred Shares of  the Company, a copy  of which is attached to
     this Rights Agreement as Exhibit A.
 
          (e) A Person shall be deemed  the 'Beneficial Owner' of, and shall  be
     deemed to 'beneficially own', any securities:
 
             (i)  which  such  Person  or any  of  such  Person's  Affiliates or
        Associates beneficially owns, directly or indirectly;
 
             (ii) which  such  Person or  any  of such  Person's  Affiliates  or
        Associates  has  (A)  the  right  to  acquire  (whether  such  right  is
        exercisable immediately or only after  the passage of time) pursuant  to
        any  agreement, arrangement or understanding  (written or oral), or upon
        the exercise of conversion rights,  exchange rights, rights (other  than
        Rights  issuable under this  Rights Agreement), warrants  or options, or
        otherwise; provided,  however, that  a Person  shall not  be deemed  the
        Beneficial  Owner  of,  or  to  beneficially  own,  securities  tendered
        pursuant to a  tender or exchange  offer made  by or on  behalf of  such
        Person  or  any of  such Person's  Affiliates  or Associates  until such
        tendered securities are accepted for purchase or exchange thereunder; or
        (B) the  right  to  vote  pursuant  to  any  agreement,  arrangement  or
        understanding  (written or oral); provided, however, that a Person shall
        not be  deemed the  Beneficial Owner  of, or  to beneficially  own,  any
        security  if  the agreement,  arrangement  or understanding  (written or
        oral) to vote  such security (1)  arises solely from  a revocable  proxy
        given  to  such  Person  in  response  to  a  public  proxy  or  consent
        solicitation made pursuant  to, and in  accordance with, the  applicable
        rules  and regulations under the  Exchange Act and (2)  is not also then
        reportable on Schedule 13D under the Exchange Act (or any comparable  or
        successor report); or
 
             (iii)  which are beneficially owned, directly or indirectly, by any
        other Person with which such Person  or any of such Person's  Affiliates
        or  Associates has any agreement,  arrangement or understanding (written
        or oral), for the purpose of acquiring, holding, voting (except pursuant
        to a revocable proxy as described in clause (B) of subparagraph (ii)  of
        this  paragraph  (d)) or  disposing of  any  securities of  the Company;
        provided, however, that, notwithstanding  any provision of this  Section
        1(e), any Person engaged in business as an underwriter of securities who
        acquires   any  securities   of  the   Company  through   such  Person's
        participation in good faith in a firm commitment underwriting registered
        under the Securities Act shall not be deemed the 'Beneficial Owner'  of,
        or  to 'beneficially  own', such securities  until the  expiration of 40
        days after the date of acquisition.
 
          (f) 'Book Value' when used with  reference to Common Shares issued  by
     any  Person shall mean  the amount of  equity of such  Person applicable to
     each Common Share,  determined (i)  in accordance  with generally  accepted
     accounting  principles in effect on the date as of which such Book Value is
     to be  determined, (ii)  using  all the  consolidated  assets and  all  the
     consolidated  liabilities of such Person on the  date as of which such Book
     Value is to be determined, except that  no value shall be included in  such
     assets  for goodwill arising  from consummation of  a Business Combination,
     and (iii) after giving  effect to (A) the  exercise of all rights,  options
     and  warrants to purchase  such Common Shares (other  than the Rights), and
     the conversion of all securities convertible into such Common Shares, at an
     exercise or conversion  price, per Common  Share, which is  less than  such
     Book  Value before  giving effect to  such exercise or  conversion, (B) all
     dividends and  other distributions  on  the capital  stock of  such  Person
     declared  prior to the date as of which such Book Value is to be determined
     and to  be paid  or made  after such  date, and  (C) any  other  agreement,
     arrangement  or understanding  (written or  oral), or  transaction or other
     action prior to the date  as of which such Book  Value is to be  determined
     which would have the effect of thereafter reducing such Book Value.
 
          (g)  'Brink's Right'  shall have  the meaning  set forth  in the third
     introductory paragraph of this Rights Agreement.
 
                                       2

          (h) 'Brink's  Stock'  shall mean  the  Pittston Brink's  Group  Common
     Stock, par value $1.00 per share, of the Company.
 
          (i)  'Burlington Right' shall have the  meaning set forth in the third
     introductory paragraph of this Rights Agreement.
 
          (j) 'Burlington Stock' shall mean the Pittston Burlington Group Common
     Stock, par value $1.00 per share, of the Company.
 
          (k) 'Business Combination' shall have the meaning set forth in Section
     13(a) of this Rights Agreement.
 
          (l)  'Business  Day'  shall  mean  each  Monday,  Tuesday,  Wednesday,
     Thursday and Friday which is not a day on which banking institutions in the
     Borough  of Manhattan, The City of New York, are authorized or obligated by
     law or executive order to close.
 
          (m) 'Close of Business' on any given date shall mean 5 p.m., New  York
     City  time, on  such date; provided,  however, that  if such date  is not a
     Business Day, 'Close of Business' shall mean 5 p.m., New York City time, on
     the next succeeding Business Day.
 
          (n) 'Common Shares' when used with reference to the Company prior to a
     Business Combination shall mean the shares of Brink's Stock, Minerals Stock
     or Burlington Stock, as the context  requires, of the Company or any  other
     shares  of capital stock of the  Company into which Brink's Stock, Minerals
     Stock or Burlington  Stock, as the  case may be,  shall be reclassified  or
     changed;  provided,  however, that  'Common  Shares' shall  mean  shares of
     Brink's Stock, Minerals Stock and Burlington Stock (or any other shares  of
     capital stock into which Brink's Stock, Minerals Stock or Burlington Stock,
     as  the  case  may  be,  shall  be  reclassified  or  changed)  whenever  a
     determination of whether a  Person shall have  become the Beneficial  Owner
     of,  or  shall have  made a  tender  or exchange  offer for,  Common Shares
     representing a specified percentage of the  total Voting Rights of all  the
     Common  Shares  then outstanding  is required  to  be made  herein. 'Common
     Shares' when used  with reference  to any  Person (other  than the  Company
     prior to a Business Combination) shall mean shares of capital stock of such
     Person  (if such Person is a corporation)  of any class or series, or units
     of equity interests in such Person (if such Person is not a corporation) of
     any class or series, the terms of which do not limit (as a fixed amount and
     not merely in proportional terms) the amount of dividends or income payable
     or  distributable  on  such  class  or  series  or  the  amount  of  assets
     distributable  on such  class or series  upon any  voluntary or involuntary
     liquidation, dissolution or winding  up of such Person  and do not  provide
     that  such class or series  is subject to redemption  at the option of such
     Person, or any shares  of capital stock or  units of equity interests  into
     which  the foregoing shall  be reclassified or  changed; provided, however,
     that if at any time  there shall be more than  one such class or series  of
     capital  stock or equity interests of  such Person, 'Common Shares' of such
     Person shall  include all  such  classes and  series substantially  in  the
     proportion  of the total number of shares or other units of each such class
     or series outstanding at such time.
 
          (o) 'Common  Stock' shall  have the  meaning set  forth in  the  first
     introductory paragraph of this Rights Agreement.
 
          (p)  'Company' shall have the meaning set forth in the heading of this
     Rights  Agreement;  provided,  however,  that   if  there  is  a   Business
     Combination, 'Company' shall have the meaning set forth in Section 13(b) of
     this Rights Agreement.
 
          (q)  The term  'control', with respect  to any Person,  shall mean the
     power to direct  the management and  policies of such  Person, directly  or
     indirectly, by or through stock ownership, agency or otherwise, or pursuant
     to  or  in  connection  with  an  agreement,  arrangement  or understanding
     (written or  oral) with  one or  more  other Persons  by or  through  stock
     ownership,   agency  or   otherwise;  and   the  terms   'controlling'  and
     'controlled' shall have meanings correlative to the foregoing.
 
          (r) 'Disinterested Director' shall mean (i) any member of the Board of
     Directors of the Company who was a member of the Board of Directors of  the
     Company  prior to the  Share Acquisition Date,  and (ii) any  member of the
     Board of Directors of the Company who was
 
                                       3

     recommended for election by, or was elected to fill a vacancy and  received
     the  affirmative vote of, a majority  of the Disinterested Directors at the
     time on the Board of Directors of the Company.
 
          (s) 'Distribution Date' shall  have the meaning  set forth in  Section
     3(a) of this Rights Agreement.
 
          (t)  'Effective Date'  shall have the  meaning set forth  in the third
     introductory paragraph of this Rights Agreement.
 
          (u) 'Equivalent Shares' shall mean any Preferred Shares and any  other
     class  or  series of  capital stock  of  the Company  which is  entitled to
     participate in dividends and  other distributions, including  distributions
     upon  the  liquidation, dissolution  or  winding up  of  the Company,  on a
     proportional basis with Brink's Stock, Minerals Stock or Burlington  Stock,
     as  the case may  be. In calculating the  number of any  class or series of
     Equivalent Shares for purposes of Section 11 of this Rights Agreement,  the
     number  of shares,  or fractions  of a  share, of  such class  or series of
     capital stock that is  entitled to the same  dividend or distribution as  a
     whole  share of Brink's  Stock, Minerals Stock or  Burlington Stock, as the
     case may be, shall be deemed to be one share.
 
          (v) 'Exchange Act' shall mean the Securities Exchange Act of 1934,  as
     in  effect on the date in  question, unless otherwise specifically provided
     in this Rights Agreement.
 
          (w) 'Expiration Date' shall have the meaning set forth in Section 7(a)
     of this Rights Agreement.
 
          (x) 'Major Part' when used with reference to the assets of the Company
     and its Subsidiaries as  of any date  shall mean assets  (i) having a  fair
     market  value aggregating 50% or more of the total fair market value of all
     the assets of the Company and its Subsidiaries (taken as a whole) as of the
     date in question, (ii) accounting for 50%  or more of the total value  (net
     of  depreciation and amortization) of all the assets of the Company and its
     Subsidiaries (taken as  a whole), as  would be shown  on a consolidated  or
     combined  balance sheet of the Company and  its Subsidiaries as of the date
     in question,  prepared in  accordance  with generally  accepted  accounting
     principles then in effect, or (iii) accounting for 50% or more of the total
     amount  of  net income  of the  Company  and its  Subsidiaries (taken  as a
     whole), as would be shown on a consolidated or combined statement of income
     of the Company and its Subsidiaries for  the period of 12 months ending  on
     the  last day of the Company's monthly accounting period next preceding the
     date in question, prepared in accordance with generally accepted accounting
     principles then in effect.
 
          (y) 'Market  Value'  when used  with  reference to  Common  Shares  or
     Equivalent  Shares on  any date shall  be deemed  to be the  average of the
     daily closing prices, per share, of such Common Shares or Equivalent Shares
     for the period  which is  the shorter of  (1) 30  consecutive Trading  Days
     immediately  prior to the  date in question or  (2) the consecutive Trading
     Days beginning on the  date of the first  public announcement of the  event
     requiring a determination of the Market Value and ending on the Trading Day
     immediately prior to the record date of such event; provided, however, that
     in  the event  that the  Market Value of  such Common  Shares or Equivalent
     Shares is to be determined  in whole or in  part during a period  following
     the  announcement by the issuer of  such Common Shares or Equivalent Shares
     of any dividend,  distribution or  other action  of the  type described  in
     paragraph  (a), (b), (c) or (d) of Section 11 of this Rights Agreement that
     would require an adjustment  thereunder, then, and in  each such case,  the
     Market   Value  of  such  Common  Shares  or  Equivalent  Shares  shall  be
     appropriately adjusted to reflect the effect  of such action on the  market
     price  of such  Common Shares or  Equivalent Shares. The  closing price for
     each Trading Day shall be the last sale price, regular way, or, in case  no
     such  sale takes place on such Trading  Day, the average of the closing bid
     and asked prices, regular way, in either case as reported in the  principal
     consolidated transaction reporting system with respect to a security listed
     or  admitted  to trading  on  a national  securities  exchange or,  if such
     security is not listed  or admitted to trading  on any national  securities
     exchange,  the last quoted price  or, if not so  quoted, the average of the
     high bid and low asked prices  in the over-the-counter market, as  reported
     by   the  National  Association  of   Securities  Dealers,  Inc.  Automated
     Quotations System ('NASDAQ') or  such other system then  in use, or, if  on
     any  such Trading Day the applicable securities  are not quoted by any such
     organization, the average of the closing bid and asked prices as  furnished
     by a professional market
 
                                       4

     maker  making a  market in  the shares of  such securities  selected by the
     Board of Directors of  the Company. If  on any such  Trading Day no  market
     maker  is  making a  market  in such  securities,  the fair  value  of such
     securities on such Trading Day shall mean the fair value of such securities
     as determined in good faith by the Board of Directors of the Company (whose
     determination shall be described in a statement filed with the Rights Agent
     and shall be binding  on the Rights  Agent, the holders  of Rights and  all
     other Persons).
 
          (z)  'Minerals Right' shall  have the meaning set  forth in the second
     introductory paragraph of this Rights Agreement.
 
          (aa) 'Minerals Stock' shall mean Pittston Minerals Group Common Stock,
     par value $1.00 per share, of the Company.
 
          (bb) 'Person'  shall  mean an  individual,  corporation,  partnership,
     joint  venture,  association, trust,  unincorporated organization  or other
     entity.
 
          (cc) 'Preferred Shares' shall mean the Series A Preferred Shares,  the
     Series  B Preferred Shares or the Series D Preferred Shares, as the context
     requires. Any reference in this Rights Agreement to Preferred Shares  shall
     be  deemed to include any authorized  fraction of a Preferred Share, unless
     the context otherwise requires.
 
          (dd) 'Principal Party' shall mean  the Surviving Person in a  Business
     Combination;  provided, however, that if such  Surviving Person is a direct
     or indirect Subsidiary of  any other Person,  'Principal Party' shall  mean
     the  Person which is the ultimate parent of such Surviving Person and which
     is not itself a Subsidiary of another Person. In the event ultimate control
     of such  Surviving Person  is shared  by two  or more  Persons,  'Principal
     Party' shall mean that Person that is immediately controlled by such two or
     more Persons.
 
          (ee)  'Purchase Price' with  respect to each Right  shall mean $40, as
     such amount may from time to time be adjusted as provided herein, and shall
     be payable in lawful money of the United States of America. All  references
     herein  to the Purchase Price shall mean the Purchase Price as in effect at
     the time in question.
 
          (ff) 'Record  Date' shall  have the  meaning set  forth in  the  first
     introductory paragraph of this Rights Agreement.
 
          (gg) 'Redemption Date' shall mean the time when the Rights are ordered
     to  be redeemed  by the Board  of Directors  of the Company  as provided in
     Section 24(a) of this Rights Agreement.
 
          (hh) 'Redemption Price' shall mean the price required to be paid  upon
     the  redemption of  the Rights  as provided  in Section  24 of  this Rights
     Agreement.
 
          (ii) 'Registered Common Shares' shall mean Common Shares which are, as
     of the  date of  consummation  of a  Business  Combination, and  have  been
     continuously  registered under  Section 12 of  the Exchange  Act during the
     preceding 12 months.
 
          (jj) 'Right Certificates' shall have the meaning set forth in  Section
     3(a) of this Rights Agreement.
 
          (kk) 'Rights' shall mean Brink's Rights, Minerals Rights or Burlington
     Rights, as the context requires.
 
          (ll)  'Securities Act'  shall mean the  Securities Act of  1933, as in
     effect on the date in  question, unless otherwise specifically provided  in
     this Rights Agreement.
 
          (mm) 'Series A Preferred Shares' shall mean the Series A Participating
     Cumulative  Preferred Stock, par value $10  per share, of the Company which
     the Board of Directors of  the Company has heretofore established,  subject
     to filing the Articles of Amendment immediately after the Effective Date.
 
          (nn) 'Series B Preferred Shares' shall mean the Series B Participating
     Cumulative  Preferred Stock, par value $10  per share, of the Company which
     the Board of Directors of  the Company has heretofore established,  subject
     to filing the Articles of Amendment immediately after the Effective Date.
 
                                       5

          (oo) 'Series D Preferred Shares' shall mean the Series D Participating
     Cumulative  Preferred Stock, par value $10  per share, of the Company which
     the Board of Directors of  the Company has heretofore established,  subject
     to filing the Articles of Amendment immediately after the Effective Date.
 
          (pp)  'Share Acquisition  Date' shall  mean the  first date  of public
     disclosure by the Company or an  Acquiring Person that an Acquiring  Person
     has become an Acquiring Person.
 
          (qq)  'Subsidiary'  shall  mean  a Person,  a  majority  of  the total
     outstanding Voting Rights  of which  is owned, directly  or indirectly,  by
     another  Person or by such other Person  and one or more other Subsidiaries
     of such other Person.
 
          (rr) 'Surviving  Person'  shall  mean  (1) the  Person  which  is  the
     continuing  or surviving Person  in a consolidation  or merger specified in
     clause (i) or (ii)  of Section 13(a)  of this Rights  Agreement or (2)  the
     Person  to  which the  Major  Part of  the assets  of  the Company  and its
     Subsidiaries are  sold,  leased,  exchanged  or  otherwise  transferred  or
     disposed  of in a transaction specified in clause (iii) of Section 13(a) of
     this Rights Agreement;  provided, however, that  if the Major  Part of  the
     assets  of the Company and its  Subsidiaries are sold, leased, exchanged or
     otherwise transferred or disposed  of in one  or more related  transactions
     specified in clause (iii) of Section 13(a) of this Rights Agreement to more
     than  one Person, the 'Surviving Person' in such case shall mean the Person
     that acquired  assets  of the  Company  and/or its  Subsidiaries  with  the
     greatest fair market value in such transaction or transactions.
 
          (ss)  'Trading Day' shall  mean a day on  which the principal national
     securities exchange (or principal recognized foreign stock exchange, as the
     case may be) on which any shares or Rights, as the case may be, are  listed
     or  admitted to trading is open for  the transaction of business or, if the
     shares or Rights in question are not  listed or admitted to trading on  any
     national  securities exchange (or recognized foreign stock exchange, as the
     case may be), a Business Day.
 
          (tt) 'Triggering Event'  shall have  the meaning set  forth in  clause
     (ii) of Section 11(e) of this Rights Agreement.
 
          (uu) 'Voting Rights' when used with reference to the capital stock of,
     or  units of  equity interests  in, any Person  shall mean  the right under
     ordinary circumstances (and not merely upon the happening of a contingency)
     to vote in the election  of directors of such Person  (if such Person is  a
     corporation) or to participate in the management and control of such Person
     (if such Person is not a corporation).
 
     SECTION  2. Appointment  of Rights Agent.  The Company  hereby appoints the
Rights Agent to act as  agent for the Company in  accordance with the terms  and
conditions  hereof, and  the Rights Agent  hereby accepts  such appointment. The
Company may from time  to time appoint  one or more co-Rights  Agents as it  may
deem necessary or desirable (the term 'Rights Agent' being used herein to refer,
collectively,  to the Rights Agent together  with any such co-Rights Agents). In
the event the  Company appoints  one or  more co-Rights  Agents, the  respective
duties  of the  Rights Agent and  any co-Rights  Agents shall be  as the Company
shall determine.
 
     SECTION 3. Issue of  Right Certificates. (a) Until  the earlier of (i)  the
Close  of Business on the tenth calendar day after the Share Acquisition Date or
(ii) the Close  of Business  on the  tenth calendar day  after the  date of  the
commencement  of  a tender  or  exchange offer  by  any Person  (other  than the
Company, any Subsidiary of the Company, any employee benefit plan of the Company
or of  any of  its Subsidiaries,  or any  Person holding  Common Shares  for  or
pursuant  to the  terms of  any such  employee benefit  plan) for  Common Shares
representing 30%  or more  of the  total Voting  Rights of  all the  outstanding
Common  Shares (including any such  date which is after  the date of this Rights
Agreement and prior to the issuance of the Rights) (the Close of Business on the
earlier of such dates being herein referred to as the 'Distribution Date'),  (x)
Brink's  Rights, Minerals Rights and Burlington  Rights will be evidenced by the
certificates  for   Brink's  Stock,   Minerals  Stock   and  Burlington   Stock,
respectively, registered in the names of the holders thereof (which certificates
for  Brink's Stock, Minerals Stock and Burlington  Stock shall also be deemed to
be certificates  for  Brink's Rights,  Minerals  Rights and  Burlington  Rights,
respectively)  and not by  separate certificates, and  (y) the Rights, including
the right to receive certificates as herein provided, will be transferable  only
in connection with the transfer of
 
                                       6

Common  Shares. As soon  as practicable after the  Distribution Date, the Rights
Agent will send, by first-class, insured,  postage prepaid mail, to each  record
holder  of (1)  Brink's Stock as  of the  close of business  on the Distribution
Date, at the address of such holder shown on the records of the Company, one  or
more  right certificates  in substantially the  form of Exhibit  B-1 hereto (the
'Brink's Right Certificates'), evidencing  one Brink's Right  for each share  of
Brink's  Stock so held,  (2) Minerals Stock as  of the close  of business on the
Distribution Date, at the  address of such  holder shown on  the records of  the
Company, one or more right certificates in substantially the form of Exhibit B-2
hereto  (the 'Minerals Right  Certificates'), evidencing one  Minerals Right for
each share of Minerals Stock so held and (3) Burlington Stock as of the close of
business on the Distribution Date,  at the address of  such holder shown on  the
records of the Company, one or more right certificates in substantially the form
of  Exhibit B-3 hereto  (the 'Burlington Right  Certificates' and, together with
the Brink's Right Certificates and  the Minerals Right Certificates, the  'Right
Certificates'),  evidencing one  Burlington Right  for each  share of Burlington
Stock so  held. As  of  and after  the Distribution  Date,  the Rights  will  be
evidenced solely by such Right Certificates.
 
     (b) Until the earliest of the Distribution Date, the Redemption Date or the
Expiration  Date, the surrender for transfer of  any of the certificates for the
Common Shares in respect of which Rights have been issued shall also  constitute
the transfer of the Rights associated with the Common Shares represented by such
certificate.
 
     (c) Rights shall be issued in respect of all Common Shares which are issued
after the Effective Date but prior to the earliest of the Distribution Date, the
Redemption  Date or the Expiration Date. Certificates representing Common Shares
shall also be  deemed to  be certificates  for the  Rights, and  shall bear  the
following legend:
 
          This  certificate  also evidences  and entitles  the holder  hereof to
     certain Rights as  set forth in  an Amended and  Restated Rights  Agreement
     dated  as  of December  [xx], 1995  (the  'Rights Agreement'),  between The
     Pittston Company and Chemical Bank, as Rights Agent, the terms of which are
     hereby incorporated herein by reference and a  copy of which is on file  at
     the  principal executive offices of The  Pittston Company. The term 'Rights
     Agreement' as used  herein includes  each amendment  thereto or  supplement
     thereof made from time to time, the terms of each of which are incorporated
     herein  by reference and a copy of each  of which is on file as hereinabove
     stated. Under certain circumstances, as set forth in the Rights  Agreement,
     such  Rights will be evidenced by  separate certificates and will no longer
     be evidenced by  this certificate. The  Pittston Company will  mail to  the
     holder  of this certificate  a copy of the  Rights Agreement without charge
     after receipt of a written  request therefor. Under no circumstances  shall
     Rights evidenced by this certificate be transferred to any Person who is or
     becomes  an Acquiring Person or an  Affiliate or Associate thereof (as such
     terms are defined in the Rights Agreement) and any such purported  transfer
     shall be, and shall render such Rights, null and void.
 
     Until  the Distribution Date  the Rights associated  with the Common Shares
represented by such certificates shall be evidenced by such certificates  alone,
and the surrender for transfer of any such certificate shall also constitute the
transfer of the Rights associated with the Common Shares represented thereby.
 
     SECTION 4. Forms of Right Certificates. The Brink's Right Certificates, the
Minerals Right Certificates and the Burlington Right Certificates (and the forms
of assignment and the forms of election to purchase to be printed on the reverse
thereof)  shall be in substantially the forms  set forth as Exhibit B-1, Exhibit
B-2  and  Exhibit  B-3  hereto,  respectively,  and  may  have  such  marks   of
identification  or  designation  and  such  legends,  summaries  or endorsements
printed thereon as the Company may deem appropriate and as are not  inconsistent
with  the provisions of this  Rights Agreement, or as  may be required to comply
with any applicable law or with any rule or regulation made pursuant thereto  or
with  any rule or regulation of any stock  exchange on which the Rights may from
time to time be  listed, or to  conform to usage. Subject  to the provisions  of
Sections  11 and  23 hereof, the  Right Certificates, whenever  issued, shall be
dated as of the Record Date, and on their face shall entitle the holders thereof
to purchase such number of  Preferred Shares as shall  be set forth therein  for
the Purchase Price set forth therein.
 
                                       7

     SECTION  5.  Execution, Countersignature  and  Registration. (a)  The Right
Certificates shall be executed on behalf of  the Company by the Chairman of  the
Board, the President or any Vice President of the Company, either manually or by
facsimile  signature, and have affixed thereto the Company's seal or a facsimile
thereof which shall be  attested by the Secretary  or an Assistant Secretary  of
the  Company, either manually  or by facsimile  signature. The Right Certificate
shall be manually countersigned by  the Rights Agent and  shall not be valid  or
obligatory  for any purpose unless so countersigned.  In case any officer of the
Company who shall have signed  any of the Right  Certificates shall cease to  be
such  officer of  the Company  before countersignature  by the  Rights Agent and
issuance and delivery by the  Company, such Right Certificates may  nevertheless
be  countersigned by the Rights Agent, and  issued and delivered by the Company,
with the  same force  and effect  as though  the person  who signed  such  Right
Certificates  had not ceased  to be such  officer of the  Company; and any Right
Certificate may be signed  on behalf of  the Company by any  person who, at  the
actual  date  of the  execution of  such  Right Certificate,  shall be  a proper
officer of the Company to sign such  Right Certificate, although at the date  of
the  execution of this Rights Agreement any  such person was not such an officer
of the Company.
 
     (b) Following the Distribution Date, the Rights Agent will keep or cause to
be kept, at its principal office in  New York, New York, books for  registration
and  transfer of the Right Certificates  issued hereunder. Such books shall show
the names and addresses of the respective holders of the Right Certificates, the
number of Rights evidenced  by each of the  Right Certificates, the  certificate
number  of each  of the  Right Certificates and  the date  of each  of the Right
Certificates.
 
     SECTION  6.  Transfer,   Split-up,  Combination  and   Exchange  of   Right
Certificates;  Mutilated,  Destroyed,  Lost or  Stolen  Right  Certificates. (a)
Subject to the provisions  of Section 7(e)  and Section 15  hereof, at any  time
after  the Distribution Date,  and at or prior  to the Close  of Business on the
earlier of the Redemption Date or the Expiration Date, any Right Certificate  or
Certificates  may be  transferred, split-up,  combined or  exchanged for another
Right Certificate or Certificates, entitling the registered holder to purchase a
like number  of  Preferred  Shares  as the  Right  Certificate  or  Certificates
surrendered  then  entitled  such  holder  to  purchase.  Any  registered holder
desiring to transfer, split-up, combine or exchange any Right Certificate  shall
make  such request in writing delivered to the Rights Agent, and shall surrender
the Right Certificate or Certificates  to be transferred, split-up, combined  or
exchanged  at the  principal office  of the  Rights Agent.  Thereupon the Rights
Agent shall, subject  to Section  7(e) and  Section 15  hereof, countersign  and
deliver  to the Person entitled thereto  a Right Certificate or Certificates, as
the case may  be, as  so requested.  The Company may  require payment  of a  sum
sufficient  to  cover any  tax or  governmental  charge that  may be  imposed in
connection with  any  transfer,  split-up,  combination  or  exchange  of  Right
Certificates.
 
     (b) Upon receipt by the Company and the Rights Agent of evidence reasonably
satisfactory  to them of the  loss, theft, destruction or  mutilation of a valid
Right Certificate, and, in case of  loss, theft or destruction, of indemnity  or
security  reasonably  satisfactory  to  them,  and,  at  the  Company's request,
reimbursement to the  Company and the  Rights Agent of  all reasonable  expenses
incidental  thereto, and upon  surrender to the Rights  Agent and cancelation of
the  Right  Certificate  if  mutilated,  the  Company  will  make  a  new  Right
Certificate  of like tenor and deliver such  new Right Certificate to the Rights
Agents for delivery to the registered owner in lieu of the Right Certificate  so
lost, stolen, destroyed or mutilated.
 
     SECTION  7. Exercise of  Rights; Expiration Date  of Rights; Restriction on
Transfer of Rights. (a) Each Right shall entitle the registered holder  thereof,
upon  the exercise  thereof as  provided herein,  to purchase,  for the Purchase
Price, at any time after the earlier of the Distribution Date or the  occurrence
of  a  Triggering Event  and at  or prior  to the  earlier of  (i) the  Close of
Business on September 25, 1997 (the Close of Business on such date being  herein
referred  to  as  the  'Expiration  Date')  or  (ii)  the  Redemption  Date, one
one-thousandth (1/1000th) of a Preferred Share, subject to adjustment from  time
to time as provided in Sections 11 and 13 of this Rights Agreement.
 
     (b)  The registered holder of any Right Certificate may exercise the Rights
evidenced thereby (except as otherwise provided  herein) in whole or in part  at
any  time after the  Distribution Date upon surrender  of the Right Certificate,
with the form of election to purchase on the reverse side thereof duly executed,
to the Rights Agent at the principal office of the Rights Agent in New York, New
York, together with payment  of the Purchase Price  for such one  one-thousandth
(1/1000th) of a Preferred
 
                                       8

Share  as to which the Rights  are exercised, at or prior  to the earlier of (i)
the Expiration Date or (ii) the Redemption Date.
 
     (c) Upon receipt  of a Right  Certificate representing exercisable  Rights,
with  the form of election to purchase  duly executed, accompanied by payment of
the Purchase Price  for the Preferred  Shares to be  purchased together with  an
amount  equal to  any applicable  transfer tax,  in lawful  money of  the United
States of America, in cash or by  certified check or money order payable to  the
order  of the Company, the Rights Agent shall thereupon promptly (i) requisition
from any  transfer agent  of the  Preferred Shares  (or make  available, if  the
Rights  Agent is  the transfer agent)  certificates for the  number of Preferred
Shares to  be  purchased  and  the Company  hereby  irrevocably  authorizes  its
transfer  agent  to  comply  with  all  such  requests,  (ii)  when appropriate,
requisition from the Company the amount of  cash to be paid in lieu of  issuance
of  fractional shares in accordance with Section 15 hereof, (iii) promptly after
receipt of such  certificates, cause the  same to  be delivered to  or upon  the
order  of the  registered holder of  such Right Certificate,  registered in such
name or names as may  be designated by such  holder, and (iv) when  appropriate,
after  receipt promptly deliver such cash to or upon the order of the registered
holder of such Right Certificate.
 
     (d) In case the registered holder  of any Right Certificate shall  exercise
less  than all the Rights evidenced  thereby, a new Right Certificate evidencing
Rights equivalent to  the Rights remaining  unexercised shall be  issued by  the
Rights Agent and delivered to the registered holder of such Right Certificate or
to his duly authorized assigns, subject to the provisions of Section 15 hereof.
 
     (e)  Notwithstanding anything  in this  Agreement to  the contrary, Rights,
including Rights evidenced by certificates for  Common Shares, shall not at  any
time  be transferable to an Acquiring Person or any Affiliate or Associate of an
Acquiring Person or to any Person  who subsequently becomes an Acquiring  Person
or  Affiliate or Associate of  an Acquiring Person, although  at the time of the
purported transfer such Person  was not an Acquiring  Person or an Affiliate  or
Associate  thereof. Any attempt to  transfer Rights to any  such Person shall be
null and void as of the date of the purported transfer. Any Right which has been
the subject  of  any  such  purported  transfer shall  be  null  and  void,  and
thereafter  may  not  be  exercised  by  any  Person  (including  any subsequent
transferee) for Preferred Shares or capital stock of the Company pursuant to any
provision hereof. The  Company may  require (or cause  the Rights  Agent or  any
transfer  agent  of the  Company  to require)  any  Person who  submits  a Right
Certificate (or a certificate representing Common Shares which evidences, or but
for the provisions of this Section 7(e) would evidence, Rights) for transfer  on
the registry books or to exercise the Rights represented thereby to establish to
the  reasonable satisfaction of the  Company that such Rights  have not been the
subject of any purported transfer in violation of the provision of this  Section
7(e). The Company shall use all reasonable efforts to ensure that the provisions
of  this Section  7(e) are  complied with,  but shall  have no  liability to any
holder of Right Certificates or any other  Person as a result of its failure  to
make any determinations with respect to an Acquiring Person or its Affiliates or
Associates hereunder.
 
     (f)  Notwithstanding  anything in  this Rights  Agreement to  the contrary,
neither the Rights  Agent nor the  Company shall be  obligated to undertake  any
action  with respect to a  registered holder of any  Right Certificates upon the
occurrence of any purported exercise as set forth in this Section 7 unless  such
registered  holder shall have (i) completed and signed the certificate contained
in the form of election to purchase set  forth on the reverse side of the  Right
Certificate  surrendered for  such exercise,  and (ii)  provided such additional
evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or
Affiliates or Associates thereof as the Company shall reasonably request.
 
     SECTION 8. Cancelation  and Destruction  of Right  Certificates. All  Right
Certificates  surrendered  for  the purposes  of  exercise,  transfer, split-up,
combination or exchange shall, if  surrendered to the Company  or to any of  its
agents,  be delivered to the  Rights Agent for cancelation  or in canceled form,
or, if surrendered to the  Rights Agent, shall be canceled  by it, and no  Right
Certificates  shall be issued  in lieu thereof except  as expressly permitted by
any of the provisions of this Rights Agreement. The Company shall deliver to the
Rights Agent  for cancelation  and retirement,  and the  Rights Agent  shall  so
cancel  and retire, any Right Certificate  purchased or acquired by the Company.
The Rights Agent shall deliver all  canceled Right Certificates to the  Company,
or  shall, at the  written request of  the Company, destroy  such canceled Right
Certificates, and  in  such case  shall  deliver a  certificate  of  destruction
thereof to the Company.
 
                                       9

     SECTION  9.  Reservation  and  Availability of  Preferred  Shares.  (a) The
Company covenants  and  agrees  that it  will  cause  to be  reserved  and  kept
available  out  of  its  authorized and  unissued  Preferred  Shares,  free from
preemptive rights or any  right of first refusal,  a number of Preferred  Shares
sufficient to permit the exercise in full of all outstanding Rights.
 
     (b)  The Company covenants and agrees that  it will take all such action as
may be necessary to ensure that all Preferred Shares delivered upon exercise  of
Rights  shall, at the  time of delivery  of the certificates  for such Preferred
Shares (subject  to  payment  of  the  Purchase  Price),  be  duly  and  validly
authorized and issued and fully paid and non-assessable shares.
 
     (c)  So long as the  Preferred Shares issuable upon  the exercise of Rights
are to be listed on any national securities exchange, the Company covenants  and
agrees  to use its best efforts to cause, from and after such time as the Rights
become exercisable, all Preferred Shares reserved for such issuance to be listed
on such exchange upon official notice of issuance upon such exercise.
 
     (d) The Company further covenants and agrees that it will pay when due  and
payable  any and all Federal  and state transfer taxes  and charges which may be
payable in respect of the issuance or  delivery of Right Certificates or of  any
Preferred  Shares  upon  the exercise  of  the  Rights. The  Company  shall not,
however, be required to pay any transfer tax which may be payable in respect  of
any  transfer or delivery  of Right Certificates  to a Person  other than, or in
respect of the issuance or delivery of certificates for the Preferred Shares  in
a  name  other than  that of,  the  registered holder  of the  Right Certificate
evidencing  Rights  surrendered  for  exercise  or  to  issue  or  deliver   any
certificates for Preferred Shares upon the exercise of any Rights until any such
tax shall have been paid (any such tax being payable by the holder of such Right
Certificate  at the time of  surrender) or until it  has been established to the
Company's satisfaction that no such tax is due.
 
     SECTION 10. Preferred  Shares Record Date.  Each Person in  whose name  any
certificate for Preferred Shares is issued upon the exercise of Rights shall for
all  purposes be  deemed to have  become the  holder of record  of the Preferred
Shares represented thereby  on, and such  certificate shall be  dated, the  date
upon which the Right Certificate evidencing such Rights was duly surrendered and
payment  of the  Purchase Price  (and any  applicable transfer  taxes) was made;
provided, however, that if the date of such surrender and payment is a date upon
which the Preferred Shares transfer books of the Company are closed, such person
shall be deemed to  have become the  record holder of such  shares on, and  such
certificate  shall  be dated,  the  next succeeding  Business  Day on  which the
Preferred Shares transfer books of the Company are open.
 
     SECTION 11. Adjustment of Number and Kind of Shares and the Purchase Price.
The number and  kind of shares  subject to  purchase upon the  exercise of  each
Right  and the  Purchase Price are  subject to  adjustment from time  to time as
provided in this Section 11.
 
     (a) In the event at  any time after the date  of this Rights Agreement  the
Company  shall (i) declare a  dividend, or make a  distribution, on any class of
its Common Shares payable  in Common Shares, (ii)  subdivide (by stock split  or
otherwise)  or split any  class of its  outstanding Common Shares  into a larger
number of Common Shares or (iii)  combine (by reverse stock split or  otherwise)
or  consolidate any class of its outstanding Common Shares into a smaller number
of Common Shares, then, in each such  event, (1) the number of Preferred  Shares
issuable  upon exercise of  each Right at the  time of the  record date for such
dividend  or  distribution  or  the  effective  date  of  such  subdivision   or
combination, shall be adjusted so that the number of Preferred Shares thereafter
issuable  upon  exercise  of  such  Right shall  equal  the  result  obtained by
multiplying the number of Preferred Shares issuable upon exercise of each  Right
at  such time by a fraction, the numerator of which shall be the total number of
Rights outstanding immediately prior to such  time and the denominator of  which
shall be the total number of Rights outstanding immediately following such time,
and  (2) the Purchase Price in effect at such time shall be adjusted so that the
Purchase Price thereafter  shall equal  the result obtained  by multiplying  the
Purchase Price in effect immediately prior to such time by the fraction referred
to in the preceding clause (1).
 
     (b)  In the event at  any time after the date  of this Rights Agreement the
Company shall (i) declare a dividend, or  make a distribution, on any series  of
its outstanding Preferred Shares payable in Preferred Shares, (ii) subdivide (by
stock   split   or  otherwise)   or  split   any   series  of   its  outstanding
 
                                       10

Preferred Shares into a larger number  of Preferred Shares, (iii) combine (by  a
reverse  stock split or otherwise) or  consolidate any series of its outstanding
Preferred Shares into  a smaller number  of Preferred Shares  or (iv) issue  any
shares of its capital stock in a reclassification or change of any series of its
outstanding  Preferred Shares (including any  such reclassification or change in
connection with a  merger in which  the Company is  the continuing or  surviving
corporation),  then in each such event, the number and kind of shares of capital
stock issuable upon the exercise  of each Right at the  time of the record  date
for  such dividend  or distribution or  the effective date  of such subdivision,
combination or reclassification  shall be  adjusted so  that the  holder of  any
Right  exercised after such time shall be  entitled to receive, for the Purchase
Price, the  aggregate number  and kind  of shares  of capital  stock which  such
holder would have owned and been entitled to receive by virtue of such dividend,
subdivision,  combination or reclassification if  such holder had exercised such
Right immediately prior to such time.
 
     (c) If at  any time after  the date  of this Rights  Agreement the  Company
shall  fix a record date for the issuance  of rights, options or warrants to all
holders of any class of  Common Shares or of any  class or series of  Equivalent
Shares  entitling such  holders (for a  period expiring within  45 calendar days
after such record date) to subscribe for or purchase Common Shares or Equivalent
Shares (or securities convertible into Common Shares or Equivalent Shares) at  a
price  per  share  (or  having  a conversion  price  per  share,  if  a security
convertible into Common Shares or Equivalent Shares) less than the Market  Value
of  such Common Shares or  Equivalent Shares on such  record date, then, in each
such case, each Right  outstanding immediately prior to  such record date  shall
thereafter  evidence the right to purchase,  for the Purchase Price, that number
of one one-thousandths (1/1000ths) of a Preferred Share obtained by  multiplying
the number of one one-thousandths (1/1000ths) of a Preferred Share issuable upon
exercise  of a Right  immediately prior to  such record date  by a fraction, the
numerator of which shall  be the number of  Common Shares and Equivalent  Shares
(if  any) outstanding on such  record date plus the  number of additional Common
Shares or Equivalent Shares, as the case may be, to be offered for  subscription
or  purchase (or  into which  the convertible  securities so  to be  offered are
initially convertible) and the denominator of which shall be the total number of
Common Shares and  Equivalent Shares (if  any) outstanding on  such record  date
plus the number of Common Shares or Equivalent Shares, as the case may be, which
the  aggregate offering price of the total number of Common Shares or Equivalent
Shares, as the  case may  be, so  to be  offered (and/or  the aggregate  initial
conversion  price of the convertible securities so to be offered) would purchase
at such  Market  Value.  In case  such  subscription  price may  be  paid  in  a
consideration,  part or  all of which  shall be in  a form other  than cash, the
value of such consideration shall be as determined in good faith by the Board of
Directors of the Company, whose determination shall be described in a  statement
filed  with the Rights  Agent. Common Shares  and Equivalent Shares  owned by or
held for the account of the Company  or any Subsidiary of the Company shall  not
be  deemed outstanding for the purpose  of any such computation. Such adjustment
shall be made  successively whenever such  a record  date is fixed;  and in  the
event  that such rights, options or warrants are not so issued, each Right shall
be adjusted to evidence the right to receive that number of one  one-thousandths
(1/1000ths) of a Preferred Share which such Right would have entitled the holder
to receive, for the Purchase Price, if such record date had not been fixed.
 
     (d)  If at  any time after  the date  of this Rights  Agreement the Company
shall fix a record date for the making  of a distribution to all holders of  any
class of Common Shares or of any class or series of Equivalent Shares (including
any  such distribution made in connection with  a merger in which the Company is
the continuing or surviving corporation or in connection with a statutory  share
exchange  with the Company  after which the  Company is not  a Subsidiary of any
Acquiring Person or any Associate or Affiliate of any Acquiring Person) of  cash
(other  than a regular periodic cash dividend at a rate not in excess of 125% of
the rate of  the last regular  cash dividend  theretofore paid on  the class  of
Common  Shares, evidences of indebtedness, assets, securities (other than Common
Shares  or  Preferred  Shares)  or  subscription  rights,  options  or  warrants
(excluding  those referred to in  Section 11(c)), then, in  each such case, each
Right outstanding  immediately  prior  to  such  record  date  shall  thereafter
evidence  the right  to purchase,  for the  Purchase Price,  that number  of one
one-thousandths (1/1000ths) of  a Preferred  Share obtained  by multiplying  the
number  of one  one-thousandths (1/1000ths) of  a Preferred  Share issuable upon
exercise of such Right immediately prior to such record date by a fraction,  the
numerator of which shall be the Market Value of such Common Shares or Equivalent
 
                                       11

Shares on the record date and the denominator of which shall be the Market Value
of  such Common Shares  or Equivalent Shares  on such record  date less the fair
market value (as  determined in  good faith  by the  Board of  Directors of  the
Company,  whose determination shall  be described in a  statement filed with the
Rights Agent) of the portion of  the cash, evidences of indebtedness, assets  or
securities  so  to be  distributed or  of such  subscription rights,  options or
warrants applicable to one Common Share or Equivalent Share, as the case may be.
Such adjustments  shall be  made successively  whenever such  a record  date  is
fixed;  and in the event that such distribution is not so made, each Right shall
be adjusted to evidence the right to receive that number of one  one-thousandths
(1/1000ths) of a Preferred Share which such Right would have entitled the holder
to receive, for the Purchase Price, if such record date had not been fixed.
 
     (e)  (i)  If any  Acquiring Person  or  any Affiliate  or Associate  of any
Acquiring Person, at any time after the date of this Rights Agreement,  directly
or  indirectly,  shall merge  into  the Company  or  otherwise combine  with the
Company and the Company shall be the continuing or surviving corporation of such
merger or combination  and all the  Common Shares shall  remain outstanding  and
unchanged,  or shall  effect a statutory  share exchange with  the Company after
which the Company is not a Subsidiary  of any Acquiring Person or any  Affiliate
or Associate of any Acquiring Person (such merger, share exchange or combination
being  herein referred  to as  an 'Affiliate Merger')  then, in  each such case,
proper provision  shall be  made  so that  each holder  of  a Right,  except  as
provided  in Section  7(e) hereof  and below, shall  thereafter have  a right to
receive, upon exercise  thereof for the  Purchase Price in  accordance with  the
terms  of this Rights Agreement, such number of Common Shares as shall equal the
result obtained by multiplying the Purchase  Price by a fraction, the  numerator
of  which is the number of one  one-thousandths (1/1000ths) of a Preferred Share
for which such Right is then exercisable and the denominator of which is 50%  of
the  Market Value  of the Common  Shares on the  date of the  occurrence of such
merger or combination.  The Company  shall not consummate  any Affiliate  Merger
unless  upon such consummation it shall have sufficient authorized Common Shares
that have not been  issued or reserved  for issuance to  permit the exercise  in
full  of the Rights  in accordance with  this Section 11(e)(i)  and unless prior
thereto a  registration statement  under the  Securities Act  on an  appropriate
form, with respect to the Common Shares purchasable upon exercise of the Rights,
shall be effective under the Securities Act. The Company covenants and agrees to
use its best efforts to:
 
          (A)  cause a  registration statement  under the  Securities Act  on an
     appropriate form  with  respect  to  the  Common  Shares  purchasable  upon
     exercise of the Rights, to remain effective (with a prospectus at all times
     meeting the requirements of the Securities Act) until the Expiration Date;
 
          (B) qualify or register the Common Shares purchasable upon exercise of
     the  Rights  under  the blue  sky  laws  of such  jurisdictions  as  may be
     necessary or appropriate; and
 
          (C) list the Common Shares purchasable upon the exercise of the Rights
     on each national securities exchange on which the Common Shares were listed
     prior to the consummation of such Affiliate Merger.
 
     (ii) If any of the events described in the following clauses (A), (B),  (C)
or (D) of this subparagraph (e)(ii) (each such event being herein referred to as
a 'Triggering Event') shall occur:
 
          (A)  any  Acquiring  Person  or  any  Affiliate  or  Associate  of any
     Acquiring Person, at  any time  after the  date of  this Rights  Agreement,
     directly or indirectly (1) shall, in one or more transactions, transfer any
     assets  to the  Company or  any Subsidiary of  the Company  in exchange (in
     whole or  in part)  for  shares of  capital stock  of  the Company  or  any
     Subsidiary  of the Company or for securities exercisable for or convertible
     into shares  of capital  stock of  the  Company or  any Subsidiary  of  the
     Company  or otherwise obtain  from the Company or  any of its Subsidiaries,
     with or without consideration,  any additional shares  of capital stock  of
     the  Company or any Subsidiary of the Company or securities exercisable for
     or convertible  into  shares  of  capital  stock  of  the  Company  or  any
     Subsidiary  of the Company (other than as a part of a pro rata distribution
     or offer to all holders of Common Shares or an issuance upon conversion  of
     convertible  securities of the Company or any of its Subsidiaries that were
     not acquired from the  Company or any of  its Subsidiaries), (2) shall,  in
     one or more transactions, sell, purchase, lease, exchange, mortgage, pledge
     or  transfer  to  or with,  or  acquire from,  the  Company or  any  of its
     Subsidiaries, assets on
 
                                       12

     terms and conditions less favorable to  the Company than the Company  would
     be able to obtain in an arm's-length negotiation with an unaffiliated third
     party,  (3) shall engage in any  transaction with the Company involving the
     sale, purchase,  lease,  exchange, mortgage,  pledge  or transfer  (in  one
     transaction  or a  series of  transactions), other  than incidental  to the
     lines of business currently engaged in as of the date hereof by the Company
     and such Acquiring Person  or Associate or Affiliate,  of assets having  an
     aggregate fair market value of more than $10,000,000, (4) shall receive any
     compensation from the Company or any Subsidiaries of the Company other than
     compensation  for full-time  employment as a  regular employee  at rates in
     accordance with  past  practices of  the  Company or  Subsidiaries  of  the
     Company   or  (5)   shall  receive   the  benefits,   directly  or  (except
     proportionately as  a shareholder),  of  any loans,  advances,  guarantees,
     pledges  or  other  financial assistance  provided  by the  Company  or any
     Subsidiaries of the Company;
 
          (B) during such time as there is an Acquiring Person and Disinterested
     Directors do not constitute a majority of the entire Board of Directors  of
     the  Company, there shall be (1)  any reclassification of securities of the
     Company, including any reverse stock split, (2) any recapitalization of the
     Company, (3) any merger, statutory  share exchange or consolidation of  the
     Company with any of its Subsidiaries or (4) any other transaction or series
     of  transactions (whether  or not  with or  into or  otherwise involving an
     Acquiring Person),  which  has  the  effect,  directly  or  indirectly,  of
     increasing  by more than 1% the proportionate share of the then outstanding
     shares of any class of equity  securities or of securities exercisable  for
     or  convertible into securities  of the Company or  any of its Subsidiaries
     which is  directly  or indirectly  owned  by  an Acquiring  Person  or  any
     Associate or Affiliate of any Acquiring Person;
 
          (C) any Person (other than the Company, any Subsidiary of the Company,
     any  employee benefit plan of the Company  or of any of its Subsidiaries or
     any Person holding Common Shares for or  pursuant to the terms of any  such
     employee   benefit  plan),  alone  or  together  with  all  Affiliates  and
     Associates of  such Person,  shall become  the Beneficial  Owner of  Common
     Shares  representing 30%  or more  of the  total Voting  Rights of  all the
     Common Shares then outstanding;
 
          (D) during such time as there is an Acquiring Person and Disinterested
     Directors do not constitute a majority of the entire Board of Directors  of
     the  Company,  (1) there  shall  be any  reduction  in the  annual  rate of
     dividends paid on the Common Shares (except as necessary for valid business
     reasons or to reflect any subdivision  of the Common Shares or as  required
     under the laws of the jurisdiction of incorporation of the Company), or (2)
     there  shall  be a  failure to  increase  the annual  rate of  dividends as
     necessary to  reflect any  reclassification  (including any  reverse  stock
     split),  recapitalization, reorganization or  any similar transaction which
     has the effect of reducing the number of outstanding Common Shares  (except
     as  necessary  for valid  business  reasons or  except  to the  extent such
     increase in the rate of dividends would be prohibited under the laws of the
     jurisdiction of incorporation  of the  Company); then, in  each such  case,
     proper provision shall be made so that each holder of a valid Right, except
     as provided in Section 7(e) hereof and below, shall thereafter have a right
     to receive, upon exercise thereof for the Purchase Price in accordance with
     the  terms  of  this  Rights  Agreement,  such  number  of  one-thousandths
     (1/1000ths) of a  Preferred Share  as shall  equal the  result obtained  by
     multiplying the Purchase Price by a fraction, the numerator of which is the
     number  of one one-thousandths  (1/1000ths) of a  Preferred Share for which
     such Right is then exercisable and the  denominator of which is 50% of  the
     Market  Value of the  Common Shares on  the date of  the occurrence of such
     Triggering  Event.  If  a  Triggering  Event  has  occurred,  as  soon   as
     practicable  after  the date  which  is the  later of  the  date of  such a
     Triggering Event or the Distribution Date, the Company covenants and agrees
     to use its best efforts to:
 
             (i) prepare and file a registration statement under the  Securities
        Act,  on  an  appropriate form,  with  respect to  the  Preferred Shares
        purchasable upon exercise of the Rights;
 
             (ii) cause such registration statement to become effective as  soon
        as practicable after such filing;
 
             (iii) cause such registration statement to remain effective (with a
        prospectus  at all times meeting the requirements of the Securities Act)
        until the Expiration Date; and
 
                                       13

             (iv) qualify  or register  the  Preferred Shares  purchasable  upon
        exercise  of the Rights under the blue sky laws of such jurisdictions as
        may be necessary or appropriate.
 
     The Company may temporarily suspend, for a period of time not to exceed  90
calendar  days after the  date set forth in  the immediately preceding sentence,
the exercisability of the Rights in order to prepare and file such  registration
statement  and  permit it  to become  effective. Upon  any such  suspension, the
Company shall issue a public announcement stating that the exercisability of the
Rights has been temporarily suspended, as well as a public announcement at  such
time as the suspension is no longer in effect.
 
     (iii)  If  an event  occurs which  would require  an adjustment  under both
subparagraph (e)(i) or (e)(ii) of this Section 11 and paragraph (a), (b), (c) or
(d) of this Section 11, the adjustment  provided for in paragraph (a), (b),  (c)
or  (d) of this Section 11 shall be in  addition to, and shall be made prior to,
any adjustment  required pursuant  to  subparagraph (e)(i)  or (e)(ii)  of  this
Section  11; provided,  however, that if  a single event  occurs that represents
both an Affiliate  Merger or Triggering  Event and a  Business Combination,  the
Rights  exercisable upon such  event shall be  exercisable only in  a manner set
forth in Section 13(a) of this Rights Agreement and no adjustment shall be  made
pursuant to any paragraph of this Section 11.
 
     (f)  All calculations under  this Section 11  shall be made  to the nearest
hundred-thousandth of a share.
 
     (g) If as a result of an adjustment made pursuant to Section 11(b)  hereof,
the  holder of any  Right thereafter exercised shall  become entitled to receive
any shares  of  capital  stock  of the  Company  other  than  Preferred  Shares,
thereafter  the number of such  other shares so receivable  upon exercise of any
Right shall be subject to adjustment from time to time in a manner and on  terms
as  nearly  equivalent as  practicable  to the  provisions  with respect  to the
Preferred Shares contained  in paragraphs  (a) through (e),  inclusive, of  this
Section 11 and the provisions of Sections 7, 9, 10 and 13 hereof with respect to
the Preferred Shares shall apply on like terms to any such other shares.
 
     (h)  All  Rights  originally  issued  by  the  Company  subsequent  to  any
adjustment made  to  the amount  of  Preferred  Shares or  other  capital  stock
relating  to a  Right shall  evidence the  right to  purchase, for  the Purchase
Price, the adjusted number and kind of shares of capital stock purchasable  from
time  to time  hereunder upon  exercise of  the Rights,  all subject  to further
adjustment as provided herein.
 
     (i) Irrespective of any adjustment or  change in the Purchase Price or  the
number  of Preferred Shares or  number or kind of  other shares of capital stock
issuable upon the exercise of the Rights, the Right Certificates theretofore and
thereafter issued may continue to express the terms which were expressed in  the
initial Right Certificates issued hereunder.
 
     (j)  In any case in which this  Section 11 shall require that an adjustment
be made effective as  of a record  date for a specified  event, the Company  may
elect  to defer until the occurrence of such  event the issuing to the holder of
any Right exercised  after such record  date the Preferred  Shares and/or  other
shares of capital stock or securities of the Company, if any, issuable upon such
exercise  over and  above the  Preferred Shares  and/or other  shares of capital
stock or securities  of the Company,  if any, issuable  before giving effect  to
such  adjustment;  provided, however,  that the  Company  shall deliver  to such
holder a due bill or other appropriate instrument evidencing such holder's right
to receive such  additional shares upon  the occurrence of  the event  requiring
such adjustment.
 
     (k)  After  the occurrence  of an  Affiliate Merger,  the number  of Common
Shares thereafter receivable  upon exercise  of any  Right shall  be subject  to
adjustment  from time to time  in a manner and on  terms as nearly equivalent as
practicable to the provisions with respect to the Preferred Shares contained  in
Sections 7, 9, 10, 11 and 13 hereof.
 
     (l) In any case in which this Section 11 requires a change or adjustment to
the  'Common Shares', the 'Preferred Shares',  the 'Rights' and/or the 'Purchase
Price',  it  is  understood  that,  to  the  extent  circumstances  dictate,  as
determined  by  the  Board in  its  sole  discretion, that  any  such  change or
adjustment should only be made to (i) Brink's Stock, Series A Preferred  Shares,
Brink's  Rights  and/or  the Purchase  Price  relating to  Brink's  Rights, (ii)
Minerals Stock, Series B Preferred  Shares, Minerals Rights and/or the  Purchase
Price  relating to Minerals Rights or (iii) Burlington Stock, Series D Preferred
Shares, Burlington  Rights  and/or the  Purchase  Price relating  to  Burlington
Rights, any such
 
                                       14

change or adjustment will be deemed to affect only such Stock, such Shares, such
Rights and/or the Purchase Price relating to such Rights.
 
     SECTION  12. Certificate of  Adjustment. Whenever an  adjustment is made as
provided in Section  11 or  Section 13 hereof,  the Company  shall (a)  promptly
prepare a certificate setting forth such adjustment and a brief statement of the
facts  accounting for such  adjustment, (b) promptly file  with the Rights Agent
and with each transfer agent for the Preferred Shares a copy of such certificate
and (c) mail a brief  summary thereof to each holder  of a Right Certificate  in
accordance  with Section 26 hereof. The Rights Agent shall be fully protected in
relying on any such certificate and on any adjustment therein contained.
 
     SECTION 13. Consolidation, Merger,  Share Exchange or  Sale or Transfer  of
Major  Part of Assets. (a)  In the event that,  following the Distribution Date,
directly or indirectly, any transactions specified in the following clauses (i),
(ii) or  (iii) hereof  (each such  transaction  being herein  referred to  as  a
'Business Combination') shall be consummated:
 
          (i)  the Company shall  consolidate with, or merge  with and into, any
     other Person;
 
          (ii) any  Person  shall  merge  with  and  into  the  Company  and  in
     connection  with such  merger, all  or part of  the Common  Shares shall be
     changed into or  exchanged for  capital stock  or other  securities of  any
     other  Person or cash or any other property or the Company shall enter into
     a statutory share  exchange with any  Person after which  the Company is  a
     Subsidiary of such Person or any Affiliate or Associate of such Person; or
 
          (iii) the Company shall sell, lease, exchange or otherwise transfer or
     dispose  of (or one or more of its Subsidiaries shall sell, lease, exchange
     or otherwise transfer  or dispose  of), in  one or  more transactions,  the
     Major  Part of the assets  of the Company and  its Subsidiaries (taken as a
     whole) to any other Person or Persons,
 
then, in each such case, proper provision shall be made so that each holder of a
valid Right  shall thereafter  have  the right  to  receive, upon  the  exercise
thereof  for the  Purchase Price  in accordance  with the  terms of  this Rights
Agreement, the securities specified below:
 
          (A) If the Principal Party in such Business Combination has Registered
     Common Shares outstanding, each Right shall thereafter represent the  right
     to  receive, upon the exercise thereof  at the Purchase Price in accordance
     with the terms of this Rights  Agreement, such number of Registered  Common
     Shares  of such Principal Party, free  and clear of all liens, encumbrances
     or other  adverse claims,  as shall  be  equal to  the result  obtained  by
     multiplying  the Purchase Price by a fraction, the numerator of which shall
     be the number of one one-thousandths  (1/1000ths) of a Preferred Share  for
     which  a Right  was exercisable immediately  prior to  consummation of such
     Business Combination  and the  denominator of  which shall  be 50%  of  the
     Market Value of each Registered Common Share of such Principal Party on the
     date of such Business Combination.
 
          (B)  If the Principal Party in such Business Combination does not have
     Registered Common Shares outstanding, each Right shall thereafter represent
     the right to receive,  upon the exercise thereof  at the Purchase Price  in
     accordance  with the terms of this Rights Agreement, at the election of the
     holder of such Right at the time of the exercise thereof:
 
             (1) such number of  Common Shares of the  Surviving Person in  such
        Business  Combination  as  shall  be equal  to  the  result  obtained by
        multiplying the Purchase  Price by  a fraction, the  numerator of  which
        shall  be the number  of one one-thousandths  (1/1000ths) of a Preferred
        Share for  which  a  Right  was exercisable  immediately  prior  to  the
        consummation  of such Business Combination  and the denominator of which
        shall be 50% of the  Book Value of each  Common Share of such  Surviving
        Person immediately after giving effect to such Business Combination; or
 
             (2)  such number  of Common Shares  of the Principal  Party in such
        Business Combination (if the Principal  Party is not also the  Surviving
        Person  in such  Business Combination) as  shall be equal  to the result
        obtained by multiplying the Purchase Price by a fraction, the  numerator
        of  which shall  be the number  of one one-thousandths  (1/1000ths) of a
        Preferred Share for which a  Right was exercisable immediately prior  to
        the consummation of such Business
 
                                       15

        Combination  and the denominator of which shall be 50% of the Book Value
        of each Common  Share of  the Principal Party  immediately after  giving
        effect to such Business Combination; or
 
             (3)  if  the Principal  Party in  such  Business Combination  is an
        Affiliate of  one or  more Persons  which has  Registered Common  Shares
        outstanding,  such number  of Registered  Common Shares  of whichever of
        such Affiliates of the Principal Party has Registered Common Shares with
        the greatest aggregate Market Value on the date of consummation of  such
        Business  Combination  as  shall  be equal  to  the  result  obtained by
        multiplying the Purchase  Price by  a fraction, the  numerator of  which
        shall  be the  number of one  one-thousandths (1/000ths)  of a Preferred
        Share for  which  a  Right  was exercisable  immediately  prior  to  the
        consummation  of such Business Combination  and the denominator of which
        shall be 50% of the Market Value of each Registered Common Share of such
        Affiliate on the date of such Business Combination.
 
All Common Shares  of any  Person for  which any  Right may  be exercised  after
consummation  of a Business Combination as provided in this Section 13(a) shall,
when issued upon exercise thereof in  accordance with this Rights Agreement,  be
validly  issued, fully  paid and  nonassessable and  free of  preemptive rights,
rights of first refusal or any other restrictions or limitations on the transfer
or ownership thereof.
 
     (b) After  consummation of  any  Business Combination  (i) each  issuer  of
Common Shares for which Rights may be exercised as set forth in paragraph (a) of
this  Section  13 shall  be  liable for,  and shall  assume,  by virtue  of such
Business Combination, all the obligations and duties of the Company pursuant  to
this  Rights Agreement,  (ii) the term  'Company' shall thereafter  be deemed to
refer to such issuer, (iii) each such issuer shall take such steps in connection
with such consummation as may be necessary to assure that the provisions  hereof
shall  thereafter be applicable, as nearly as  reasonably may be, in relation to
its Common Shares thereafter  deliverable upon the exercise  of the Rights,  and
(iv)  the number of Common Shares of each such issuer thereafter receivable upon
exercise of any  Right shall be  subject to adjustment  from time to  time in  a
manner  and on terms as nearly equivalent  as practicable to the provisions with
respect to  the Preferred  Shares contained  in Sections  7, 9,  10, 11  and  13
hereof.
 
     (c)  The Company shall not consummate  any Business Combination unless each
issuer of Common  Shares for  which Rights  may be  exercised, as  set forth  in
paragraph (a) of this Section 13, shall have sufficient authorized Common Shares
that  have not been  issued or reserved  for issuance to  permit the exercise in
full of the Rights in accordance with this Section 13 and unless prior thereto:
 
          (i)  a  registration  statement  under   the  Securities  Act  on   an
     appropriate  form, with respect to the Rights and the Common Shares of such
     issuer purchasable upon exercise  of the Rights,  shall be effective  under
     the Securities Act; and
 
          (ii) the Company and each such issuer shall have:
 
             (A)  executed  and delivered  to  the Rights  Agent  a supplemental
        agreement providing for the  obligation of such  issuer to issue  Common
        Shares  upon the  exercise of  Rights in  accordance with  the terms set
        forth in paragraphs (a) and (b) of this Section 13 and further providing
        that such issuer, at its own expense, will:
 
                (I) use its best efforts to cause a registration statement under
           the Securities Act on an appropriate form, with respect to the Rights
           and the Common Shares of such issuer purchasable upon exercise of the
           Rights, to remain effective (with  a prospectus at all times  meeting
           the requirements of the Securities Act) until the Expiration Date;
 
                (II)  use its best efforts to qualify or register the Rights and
           the Common Shares  of such  issuer purchasable upon  exercise of  the
           Rights  under  the blue  sky  laws of  such  jurisdictions as  may be
           necessary or appropriate; and
 
                (III) use its  best efforts to  list the Rights  and the  Common
           Shares  purchasable  upon exercise  of  the Rights  on  each national
           securities exchange on which the  Common Shares were listed prior  to
           the consummation of the Business Combination or, if the Common Shares
           were  not  listed  on a  national  securities exchange  prior  to the
           consummation of the  Business Combination, on  a national  securities
           exchange;
 
                                       16

             (B) furnished to the Rights Agent an opinion of independent counsel
        stating  that  such  supplemental  agreement  is  a  valid,  binding and
        enforceable agreement of such issuer; and
 
             (C) filed  with the  Rights  Agent a  certificate of  a  nationally
        recognized  firm of independent accountants  setting forth the number of
        Common Shares of such issuer which may be purchased upon the exercise of
        each Right after the consummation of such Business Combination.
 
     (d) In the event  a Business Combination shall  be consummated at any  time
after  the occurrence of an  Affiliate Merger or a  Triggering Event, the Rights
that have  not  been  exercised  prior to  such  time  shall  thereafter  become
exercisable in the manner set forth in paragraph (a) of this Section 13.
 
     SECTION  14. Additional Covenants. (a)  Notwithstanding any other provision
of this Rights Agreement,  no adjustment to the  number of Preferred Shares  (or
fractions  of a  share) or other  shares of capital  stock for which  a Right is
exercisable or the number of Rights  outstanding or associated with each  Common
Share  or any similar or other adjustment shall  be made or be effective if such
adjustment would  have the  effect  of reducing  or  limiting the  benefits  the
holders  of the Rights would have had absent such adjustment, including, without
limitation, the benefits  under Section  11 and  Section 13  hereof, unless  the
terms of this Rights Agreement are amended so as to preserve such benefits.
 
     (b)  The Company covenants and agrees that it shall not effect any Business
Combination or Affiliate  Merger if at  the time of,  or immediately after  such
Business  Combination  or  Affiliate  Merger,  there  are  any  rights, options,
warrants or other instruments of  any Person which is  a party to such  Business
Combination  or Affiliate Merger  outstanding which would  eliminate or diminish
the benefits intended to be afforded by the Rights.
 
     (c) In  the  event the  nature  of the  organization  of any  Person  shall
preclude  or limit the acquisition of Common Shares of such Person upon exercise
of the Rights  as required by  Section 13(a) hereof  as a result  of a  Business
Combination,  it shall  be a  condition to  such Business  Combination that such
Person shall take such steps (including,  but not limited to, a  reorganization)
as  may be necessary  to assure that  the benefits intended  to be derived under
Section 13 hereof upon  the exercise of  the Rights are  assured to the  holders
thereof.
 
     SECTION  15. Fractional Rights and Fractional Shares. (a) The Company shall
not be required to issue fractions of Rights or to distribute Right Certificates
which evidence fractional Rights. In lieu of such fractional Rights, there shall
be paid to the registered holders of the Right Certificates with regard to which
such fractional Rights would otherwise be  issuable, an amount in cash equal  to
the same fraction of the current market value of a whole Right. For the purposes
of  this Section 15(a), the  current market value of a  whole Right shall be the
closing price of the Rights for the Trading Day immediately prior to the date on
which such fractional  Rights would  have been otherwise  issuable. The  closing
price for any day shall be the last sale price, regular way, or, in case no such
sale  takes place on such day, the average  of the closing bid and asked prices,
regular  way,  in  either  case  as  reported  in  the  principal   consolidated
transaction  reporting  system  with respect  to  Rights listed  or  admitted to
trading on a national securities  exchange or, if the  Rights are not listed  or
admitted  to trading on any national  securities exchange, the last quoted price
or, if not so quoted, the  average of the high bid  and low asked prices in  the
over-the-counter  market, as reported by NASDAQ or such other system then in use
or, if on any such date the Rights are not quoted by any such organization,  the
average  of the  closing bid  and asked  prices as  furnished by  a professional
market maker making a market in the Rights selected by the Board of Directors of
the Company. If on any such date no such market maker is making a market in  the
Rights, the fair value of the Rights on such date as determined in good faith by
the Board of Directors of the Company shall be used.
 
     (b)  The Company  may, but  shall not  be required  to, issue  fractions of
shares upon exercise of the Rights or to distribute certificates which  evidence
fractional  shares. In lieu of  fractional shares, the Company  may elect to (i)
utilize a  depository arrangement  as provided  by the  terms of  the  Preferred
Shares  or  (ii)  in  the  case  of  a  fraction  of  a  share  other  than  one
one-thousandth (1/1000th) of a  share or any integral  multiple thereof, pay  to
the  registered  holders  of Right  Certificates  at  the time  such  Rights are
exercised as herein provided an amount in cash equal to the same fraction of the
current market value of one Preferred Share, if any are outstanding and publicly
traded (or the current market value of
 
                                       17

one Common Share in the event that the Preferred Shares are not outstanding  and
publicly  traded). For purposes of this  Section 15(b), the current market value
of a Preferred Share (or Common Share) shall be the closing price of a Preferred
Share (or  Common Share)  (as  determined pursuant  to  the second  sentence  of
Section  1(u) of this Rights Agreement) for the Trading Day immediately prior to
the date of such exercise.
 
     (c) The holder of a Right by the acceptance of the Rights expressly  waives
his  right  to  receive any  fractional  Rights  or any  fractional  shares upon
exercise of a Right.
 
     SECTION 16. Rights of Action. (a) All  rights of action in respect of  this
Rights  Agreement are vested  in the respective registered  holders of the Right
Certificates (and, prior to the Distribution Date, the registered holders of the
Common Shares); and any registered holder of any Right Certificate (or, prior to
the Distribution Date, of the Common Shares), without the consent of the  Rights
Agent  or  of  the holder  of  any other  Right  Certificate (or,  prior  to the
Distribution Date, of the Common Shares), may, in his own behalf and for his own
benefit, enforce, and may institute and maintain any suit, action or  proceeding
against  the Company to  enforce, or otherwise  act in respect  of, his right to
exercise the Rights evidenced by such  Right Certificate in the manner  provided
in  such Right  Certificate and in  this Rights Agreement.  Without limiting the
foregoing or any remedies available to the holders of Rights, it is specifically
acknowledged that the holders of Rights would not have an adequate remedy at law
for any  breach of  this Rights  Agreement  and shall  be entitled  to  specific
performance  of  the  obligations of  any  Person under,  and  injunctive relief
against actual or threatened violations of the obligations of any Person subject
to, this Rights Agreement.
 
     (b) Any  holder  of  Rights  who  prevails in  an  action  to  enforce  the
provisions  of this Rights Agreement shall be entitled to recover the reasonable
costs and expenses, including attorneys' fees, incurred in such action.
 
     SECTION 17. Transfer  and Ownership  of Rights and  Right Certificate.  (a)
Prior  to  the  Distribution  Date,  the Rights  will  be  transferable  only in
connection with the transfer of the Common Shares.
 
     (b)  After  the   Distribution  Date,  the   Right  Certificates  will   be
transferable,  subject to Section 7(e) hereof, only on the registry books of the
Rights Agent if surrendered  at the principal office  of the Rights Agent,  duly
endorsed or accompanied by a proper instrument of transfer.
 
     (c) The Company and the Rights Agent may deem and treat the Person in whose
name  a Right  Certificate (or, prior  to the Distribution  Date, the associated
Common Shares certificate) is  registered as the absolute  owner thereof and  of
the  Rights  evidenced thereby  (notwithstanding any  notations of  ownership or
writing on  the Right  Certificates  or the  associated certificate  for  Common
Shares  made  by anyone  other than  the Company  or the  Rights Agent)  for all
purposes whatsoever,  and neither  the Company  nor the  Rights Agent  shall  be
affected by any notice to the contrary.
 
     SECTION  18. Right Certificate Holder Not  Deemed a Shareholder. No holder,
as such, of any Right Certificate shall be entitled to vote or receive dividends
or be deemed,  for any purpose,  the holder of  the Preferred Shares  or of  any
other  securities  of the  Company  which may  at any  time  be issuable  on the
exercise of the Rights represented thereby, nor shall anything contained  herein
or  in any Right Certificate be construed to confer upon the holder of any Right
Certificate, as  such,  any of  the  rights of  a  shareholder of  the  Company,
including,  without limitation, any right to  vote for the election of directors
or upon any matter submitted to shareholders at any meeting thereof, or to  give
or withhold consent to any corporate action, or to receive notice of meetings or
other  actions affecting shareholders (except as provided in Section 25 hereof),
or to  receive  dividends or  other  distributions or  subscription  rights,  or
otherwise,  until the Right or Rights  evidenced by such Right Certificate shall
have been exercised in accordance with the provisions hereof.
 
     SECTION 19. Concerning the Rights Agent.  (a) The Company agrees to pay  to
the  Rights  Agent  reasonable  compensation for  all  services  rendered  by it
hereunder and from time to time, on  demand of the Rights Agent, its  reasonable
expenses and counsel fees and other disbursements incurred in the administration
and  execution of this Rights Agreement and  the exercise and performance of its
duties hereunder. The Company also agrees to indemnify the Rights Agent for, and
to hold it harmless against, any  loss, liability, or expense, incurred  without
gross  negligence, bad  faith or  wilful misconduct  on the  part of  the Rights
Agent, for anything done or omitted by  the Rights Agent in connection with  the
 
                                       18

acceptance  and administration of this Rights Agreement, including the costs and
expenses of defending against any claim of liability arising therefrom, directly
or indirectly.
 
     (b) The Rights Agent shall be protected and shall incur no liability for or
in respect of any action taken, suffered or omitted by it in connection with its
administration of this Rights Agreement  in reliance upon any Right  Certificate
or  certificate for the  Common Shares or  for other securities  of the Company,
instrument of assignment or transfer, power of attorney, endorsement, affidavit,
letter, notice, direction,  consent, certificate, statement,  or other paper  or
document  believed by  it to be  genuine and  to be signed,  executed and, where
necessary, verified or acknowledged, by the proper Person or Persons.
 
     SECTION 20. Merger  or Consolidation  or Change  of Rights  Agent. (a)  Any
corporation  into which the  Rights Agent or  any successor Rights  Agent may be
merged or with which it may  be consolidated, or any corporation resulting  from
any  merger or consolidation to  which the Rights Agent  or any successor Rights
Agent shall be a party, or any  corporation succeeding to the stock transfer  or
corporate  trust business  of the  Rights Agent  or any  successor Rights Agent,
shall be the successor to the  Rights Agent under this Rights Agreement  without
the  execution or filing of any  paper or any further act  on the part of any of
the parties  hereto,  provided  that  such corporation  would  be  eligible  for
appointment  as  a successor  Rights Agent  under the  provisions of  Section 22
hereof. In case, at the  time such successor Rights  Agent shall succeed to  the
agency  created by  this Rights Agreement,  any of the  Right Certificates shall
have been countersigned but not delivered,  any such successor Rights Agent  may
adopt  the countersignature  of the  predecessor Rights  Agent and  deliver such
Right Certificates so countersigned; and in case  at that time any of the  Right
Certificates  shall not have been countersigned,  any successor Rights Agent may
countersign such Right Certificates either in the name of the predecessor Rights
Agent or in the name of the successor  Rights Agent; and in all such cases  such
Right  Certificates shall have the full force provided in the Right Certificates
and in this Rights Agreement.
 
     (b) In case at any time the name  of the Rights Agent shall be changed  and
at such time any of the Right Certificates shall have been countersigned but not
delivered,  the Rights Agent may adopt the countersignature under its prior name
and deliver Right Certificates so countersigned; and in case at that time any of
the Right Certificates shall not have  been countersigned, the Rights Agent  may
countersign  such Right Certificates either in its  prior name or in its changed
name; and in all such  cases such Right Certificates  shall have the full  force
provided in the Right Certificates and in this Rights Agreement.
 
     SECTION  21. Duties of Rights Agent. The Rights Agent undertakes the duties
and obligations imposed by  this Rights Agreement upon  the following terms  and
conditions,  by all of which the Company  and the holders of Right Certificates,
by their acceptance thereof, shall be bound:
 
          (a) The Rights Agent may consult with legal counsel (who may be  legal
     counsel for the Company), and the opinion of such counsel shall be full and
     complete  authorization and protection to the Rights Agent as to any action
     taken or omitted by it in good faith and in accordance with such opinion.
 
          (b) Whenever  in  the performance  of  its duties  under  this  Rights
     Agreement  the Rights Agent  shall deem it necessary  or desirable that any
     fact  or  matter  (including,  without  limitation,  the  identity  of  any
     Acquiring  Person) be proved or established  by the Company prior to taking
     or suffering  any  action hereunder,  such  fact or  matter  (unless  other
     evidence  in  respect thereof  be  herein specifically  prescribed)  may be
     deemed to be conclusively proved and established by a certificate signed by
     any one of the  Chairman of the Board,  the President, the Chief  Financial
     Officer,  a Vice President,  the Treasurer or the  Secretary of the Company
     and delivered  to the  Rights Agent;  and such  certificate shall  be  full
     authorization  to the Rights Agent for any action taken or suffered in good
     faith by it under the provisions of this Rights Agreement in reliance  upon
     such certificate.
 
          (c)  The Rights Agent shall be liable hereunder only for its own gross
     negligence, bad faith or wilful misconduct.
 
          (d) The Rights Agent shall  not be liable for or  by reason of any  of
     the statements of fact or recitals contained in this Rights Agreement or in
     the Right Certificates (except as to its
 
                                       19

     countersignature  thereof) or be required to  verify the same, but all such
     statements and recitals are and  shall be deemed to  have been made by  the
     Company only.
 
          (e)  The Rights Agent shall not be under any responsibility in respect
     of the validity  of this  Rights Agreement  or the  execution and  delivery
     hereof  (except the due execution hereof by the Rights Agent) or in respect
     of  the  validity  or  execution  of  any  Right  Certificate  (except  its
     countersignature  thereof); nor shall  it be responsible  for any breach by
     the Company of any covenant or condition contained in this Rights Agreement
     or in any Right Certificate; nor shall it be responsible for any adjustment
     required under the provisions of Section 11 or 13 hereof or responsible for
     the manner, method or amount of any such adjustment or the ascertaining  of
     the  existence of facts that would require any such adjustment (except with
     respect to the  exercise of  Rights evidenced by  Right Certificates  after
     actual notice of any such adjustment); nor shall it by any act hereunder be
     deemed  to make any  representation or warranty as  to the authorization or
     reservation of any Preferred Shares or Common Shares to be issued  pursuant
     to  this Rights  Agreement or  any Right Certificate  or as  to whether any
     Preferred Shares  or  Common  Shares  will,  when  so  issued,  be  validly
     authorized and issued, fully paid and nonassessable.
 
          (f)  The Company agrees that it will perform, execute, acknowledge and
     deliver or cause to be performed, executed, acknowledged and delivered  all
     such  further and other acts, instruments  and assurances as may reasonably
     be required by the Rights Agent for  the carrying out or performing by  the
     Rights Agent of the provisions of this Rights Agreement.
 
          (g)  The  Rights Agent  is hereby  authorized  and directed  to accept
     instructions with respect to the  performance of its duties hereunder  from
     any  one of the Chairman  of the Board, the  President, any Vice President,
     the Secretary  or  the Treasurer  of  the Company,  and  to apply  to  such
     officers  for advice or  instructions in connection with  its duties and it
     shall not be liable for any action taken  or suffered to be taken by it  in
     good faith in accordance with instructions of any such officer.
 
          (h)  The  Rights  Agent  and  any  shareholder,  director,  officer or
     employee of the Rights Agent may buy, sell or deal in any of the Rights  or
     other  securities of  the Company or  become pecuniarily  interested in any
     transaction in which  the Company may  be interested, or  contract with  or
     lend money to the Company or otherwise act as fully and freely as though it
     were not the Rights Agent under this Rights Agreement. Nothing herein shall
     preclude the Rights Agent from acting in any other capacity for the Company
     or for any other legal entity.
 
          (i)  The Rights Agent  may execute and  exercise any of  the rights or
     powers hereby vested in it or  perform any duty hereunder either itself  or
     by  or through its attorneys  or agents, and the  Rights Agent shall not be
     answerable or accountable for  any act, default,  neglect or misconduct  of
     any  such attorneys or agents or for any loss to the Company resulting from
     any such act, default, neglect  or misconduct provided reasonable care  was
     exercised in the selection and continued employment thereof.
 
          (j)  ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, IN NO
     EVENT  SHALL  THE  RIGHTS  AGENT   BE  LIABLE  FOR  SPECIAL,  INDIRECT   OR
     CONSEQUENTIAL  LOSS OR  DAMAGE OF ANY  KIND WHATSOEVER  (INCLUDING, BUT NOT
     LIMITED TO, LOST PROFITS), EVEN IF THE RIGHTS AGENT HAS BEEN ADVISED OF THE
     LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION.
 
     SECTION 22.  Change of  Rights Agent.  The Rights  Agent or  any  successor
Rights  Agent may  resign and  be discharged from  its duties  under this Rights
Agreement upon 30  days' notice in  writing mailed  to the Company  and to  each
transfer  agent of the Common  Shares and the Preferred  Shares by registered or
certified mail, and  to the  holders of  the Right  Certificates by  first-class
mail. The Company may remove the Rights Agent or any successor Rights Agent upon
30  days' notice  in writing,  mailed to  the Rights  Agent or  successor Rights
Agent, as the case may be, and to  each transfer agent of the Common Shares  and
the  Preferred Shares by registered or certified mail, and to the holders of the
Right Certificates by first-class mail. If  the Rights Agent shall resign or  be
removed or shall otherwise become incapable of acting, the Company shall appoint
a  successor  to  the Rights  Agent.  If the  Company  shall fail  to  make such
appointment within a period of  30 days after giving  notice of such removal  or
after it
 
                                       20

has  been notified in writing of such resignation or incapacity by the resigning
or incapacitated  Rights Agent  or by  the holder  of a  Right Certificate  (who
shall,  with such  notice, submit  his Right  Certificate for  inspection by the
Company), then the registered holder of  any Right Certificate may apply to  any
court  of competent jurisdiction for the appointment  of a new Rights Agent. Any
successor Rights Agent,  whether appointed by  the Company or  by such a  court,
shall be a corporation organized and doing business under the laws of the United
States  or of the State of New York (or  of any other state of the United States
so long  as  such corporation  is  authorized to  conduct  a stock  transfer  or
corporate  trust business in the State of  New York), in good standing, having a
principal office in the State of New  York, which is authorized under such  laws
to  exercise  stock  transfer  or  corporate  trust  powers  and  is  subject to
supervision or examination by  Federal or state authority  and which has at  the
time  of its appointment  as Rights Agent  a combined capital  and surplus of at
least $50,000,000. After appointment, the successor Rights Agent shall be vested
with the same  powers, rights,  duties and responsibilities  as if  it had  been
originally  named  as  Rights  Agent  without  further  act  or  deed;  but  the
predecessor Rights  Agent shall  deliver and  transfer to  the successor  Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further  assurance, conveyance, act or deed necessary for the purpose. Not later
than the effective date of any  such appointment, the Company shall file  notice
thereof  in writing with the predecessor Rights Agent and each transfer agent of
the Common Shares and the Preferred Shares, and mail a notice thereof in writing
to the registered holders of the Right Certificates. Failure to give any  notice
provided for in this Section 22, however, or any defect therein shall not affect
the  legality or validity of  the resignation or removal  of the Rights Agent or
the appointment of the successor Rights Agent, as the case may be.
 
     SECTION 23. Issuance of New Right Certificates. Notwithstanding any of  the
provisions  of  this Rights  Agreement or  of  the Rights  to the  contrary, the
Company may, at its  option, issue new Right  Certificates evidencing Rights  in
such form as may be approved by its Board of Directors to reflect any adjustment
or  change made in accordance  with the provisions of  this Rights Agreement. In
addition, in connection with the issuance or sale of Common Shares following the
Distribution Date  and  prior to  the  earlier of  the  Redemption Date  or  the
Expiration  Date, the Company (a) shall, with respect to Common Shares so issued
or sold pursuant to the exercise of stock options or under any employee plan  or
arrangement,  or upon the exercise, conversion  or exchange of securities, notes
or debentures issued by the Company, and  (b) may, in any other case, if  deemed
necessary  or appropriate by the Board of  Directors of the Company, issue Right
Certificates representing the  appropriate number of  Rights in connection  with
such  issuance or  sale; provided, however,  that (i) no  such Right Certificate
shall be issued  if, and to  the extent that,  the Company shall  be advised  by
counsel  that such issuance would create  a significant risk of material adverse
tax consequences to  the Company or  the Person to  whom such Right  Certificate
would  be issued, and (ii) no such Right  Certificate shall be issued if, and to
the extent that, appropriate adjustment shall  otherwise have been made in  lieu
of the issuance thereof.
 
     SECTION  24. Redemption and Termination. (a)  The Board of Directors of the
Company may, at its option, at any time  prior to the earliest of (i) the  Close
of Business on the tenth calendar day following the Share Acquisition Date, (ii)
the  occurrence of a  Triggering Event or  (iii) the Expiration  Date, order the
redemption of all,  but not  less than  all, the  then outstanding  Rights at  a
Redemption Price of $.01 per Right (which may, in the discretion of the Board of
Directors  of the Company, in lieu of cash be paid with securities deemed by the
Board of Directors, in the exercise of its sole discretion, to be equivalent  in
value thereto); provided, however, that immediately upon and after the date that
an Acquiring Person becomes an Acquiring Person, the Rights may be redeemed only
if  the Board of Directors of the Company, with the concurrence of a majority of
the Disinterested Directors then in office, determines that such redemption  is,
in their judgment, in the best interests of the Company and its shareholders.
 
     (b)  Immediately upon the action  of the Board of  Directors of the Company
ordering the  redemption of  the  Rights, and  without  any further  action  and
without any notice, the right to exercise the Rights will terminate and the only
right  thereafter of the  holders of Rights  shall be to  receive the Redemption
Price. Within ten calendar days  after the action of  the Board of Directors  of
the Company ordering the redemption of the Rights, the Company shall give notice
of such redemption to the holders of the then outstanding Rights by mailing such
notice  to all  such holders  at their  last addresses  as they  appear upon the
registry books of the Rights  Agent or, prior to  the Distribution Date, on  the
registry
 
                                       21

books  of  the  transfer  agent  for the  Common  Shares.  Each  such  notice of
redemption will state the  method by which the  payment of the Redemption  Price
will  be made.  The notice, if  mailed in  the manner herein  provided, shall be
conclusively presumed to  have been  duly given, whether  or not  the holder  of
Rights  receives such notice. In any case,  failure to give such notice by mail,
or any defect in the notice, to any particular holder of Rights shall not affect
the sufficiency of the notice to other holders of Rights.
 
     SECTION 25. Notice of Certain Events. (a) In case the Company shall propose
(i) to take any action of the type  described in paragraph (a), (b), (c) or  (d)
of Section 11 hereof that would require an adjustment thereunder, (ii) to effect
any  Business Combination  or (iii)  to effect  the liquidation,  dissolution or
winding up of the Company,  then, in such case, the  Company shall give to  each
holder  of a Rights Certificate, in accordance  with Section 26 hereof, a notice
of such proposed action, which shall specify any record date for the purposes of
determining any participation therein by the holders of the Preferred Shares, or
the date on which such action is to take place and the date of any participation
therein by the holders of the Preferred Shares, if any such date is to be fixed,
and such notice  shall be so  given at least  20 days prior  to any such  record
date,  the taking  of such action  or the  date of participation  therein by the
holders of the Preferred Shares, whichever shall be the earliest.
 
     (b) In case an Affiliate Merger  or Triggering Event shall occur, then,  in
any  such case, the Company shall as soon as practicable thereafter give to each
holder of a Right Certificate, in accordance with Section 26 hereof, a notice of
the occurrence of such Affiliate Merger or Triggering Event, which shall specify
the Affiliate  Merger and  the Triggering  Event and  the consequences  of  such
Affiliate  Merger or Triggering  Event to holders of  Rights under Section 11(e)
hereof.
 
     SECTION 26. Notices. Notices or demands authorized by this Agreement to  be
given  or made by the Rights Agent or  by the holder of any Right Certificate to
or on the Company  shall be sufficiently  given or made  if sent by  first-class
mail, postage prepaid, addressed (until another address is filed in writing with
the Rights Agent) as follows:
 
           The Pittston Company
           P.O. Box 120070
           100 First Stamford Place
           Stamford, Connecticut 06912-0070
           Attention: Secretary
 
Subject  to the provisions of Section 22 hereof, any notice or demand authorized
by this Rights Agreement to be given or made by the Company or by the holder  of
any  Right Certificate to or on the  Rights Agent shall be sufficiently given or
made if  sent by  first-class mail,  postage prepaid,  addressed (until  another
address is filed in writing with the Company) as follows:
 
           Chemical Bank
           450 West 33rd Street
           New York, N.Y. 10001-2697
           Attention: Ms. Laura Picone
 
Notices  or demands authorized by  this Rights Agreement to  be given or made by
the Company or the Rights  Agent to any holder of  a Right Certificate shall  be
sufficiently  given  or  made  if sent  by  first-class  mail,  postage prepaid,
addressed to such holder at the address of such holder as shown on the  registry
books  of the Rights Agent  or, prior to the  Distribution Date, on the registry
books of the transfer agent for the Common Shares.
 
     SECTION  27.  Supplements  and  Amendments.  At  any  time  prior  to   the
Distribution  Date and  subject to  the last  sentence of  this Section  27, the
Company and the  Rights Agent shall,  if the Company  so directs, supplement  or
amend any provision of this Rights Agreement (including, without limitation, the
date  on which the  Distribution Date shall  occur) without the  approval of any
holder of  the Rights.  From and  after  the Distribution  Date and  subject  to
applicable  law,  the Company  and the  Rights  Agent shall,  if the  Company so
directs, amend this  Rights Agreement  without the  approval of  any holders  of
Right  Certificates (i) to  cure any ambiguity  or to correct  or supplement any
provision contained herein which may be defective or inconsistent with any other
provision   of    this    Rights    Agreement,   or    (ii)    to    make    any
 
                                       22

other  provisions in regard to matters  or questions arising hereunder which the
Company may deem necessary or desirable and which shall not adversely affect the
interests of the holders of Right  Certificates (other than an Acquiring  Person
or  an Affiliate or  Associate of an  Acquiring Person). Upon  the delivery of a
certificate from  an appropriate  officer of  the Company  which states  that  a
proposed  supplement or amendment to this Rights Agreement is in compliance with
the provisions  of  this  Section  27,  the  Rights  Agent  shall  execute  such
supplement  or  amendment.  Notwithstanding anything  contained  in  this Rights
Agreement to the  contrary, (1) at  any time  when there shall  be an  Acquiring
Person,  this Rights Agreement may be supplemented  or amended only if the Board
of Directors  of  the  Company,  with  the concurrence  of  a  majority  of  the
Disinterested  Directors  then in  office,  determines that  such  supplement or
amendment is in  their judgment in  the best  interests of the  Company and  its
shareholders  and (2) no supplement or  amendment to this Rights Agreement shall
be made which reduces the Redemption Price or provides for an earlier Expiration
Date.
 
     SECTION 28. Successors.  All the  covenants and provisions  of this  Rights
Agreement  by or for the  benefit of the Company or  the Rights Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.
 
     SECTION 29. Benefits of This  Rights Agreement; Determinations and  Actions
by  the Board of Directors,  etc. (a) Nothing in  this Rights Agreement shall be
construed to give  to any  persons or corporation  other than  the Company,  the
Rights Agent and the registered holders of the Right Certificates (and, prior to
the  Distribution Date, the Common Shares)  any legal or equitable right, remedy
or claim under this Rights Agreement; but this Rights Agreement shall be for the
sole and exclusive benefit of the  Company, the Rights Agent and the  registered
holders  of the  Right Certificates  (and, prior  to the  Distribution Date, the
Common Shares).
 
     (b) The  Board  of  Directors  of the  Company  (with,  where  specifically
provided  for  herein,  the  concurrence  of  a  majority  of  the Disinterested
Directors then  in office)  shall  have the  exclusive  power and  authority  to
administer   this  Rights  Agreement  and  to  exercise  all  rights  and  power
specifically granted  to the  Board of  Directors of  the Company  (with,  where
specifically  provided  for  herein,  the  concurrence  of  a  majority  of  the
Disinterested Directors  then  in  office) or  to  the  Company, or  as  may  be
necessary   or  advisable  in  the  administration  of  this  Rights  Agreement,
including, without  limitation,  the  right  and  power  to  (i)  interpret  the
provisions  of this  Rights Agreement, and  (ii) make  all determinations deemed
necessary  or  advisable  for  the  administration  of  this  Rights   Agreement
(including,  without limitation,  a determination  to redeem  or not  redeem the
Rights or  to amend  this Rights  Agreement  and a  determination of  whether  a
Triggering Event has occurred). All such actions, calculations, interpretations,
and  determinations (including, for purposes of  clause (y) below, all omissions
with respect to the foregoing) which are done or made by the Board of  Directors
of the Company (with, where specifically provided for herein, the concurrence of
a  majority of the Disinterested Directors then  in office) in good faith, shall
(x) be  final, conclusive  and binding  on the  Company, the  Rights Agent,  the
holders  of the Rights and  all other parties, and (y)  not subject the Board of
Directors of the Company or the Disinterested Directors to any liability to  the
holders of the Rights.
 
     SECTION  30. Severability. If any  term, provision, covenant or restriction
of this Rights Agreement is held by  a court of competent jurisdiction or  other
authority  to be  invalid, void  or unenforceable,  the remainder  of the terms,
provisions, covenants and restrictions of this Rights Agreement shall remain  in
full force and effect and shall in no way be affected, impaired or invalidated.
 
     SECTION 31. Governing Law. This Rights Agreement and each Right Certificate
issued  hereunder shall be  deemed to be a  contract made under  the laws of the
Commonwealth of Virginia and for all purposes shall be governed by and construed
in accordance with the laws of  such Commonwealth applicable to contracts to  be
made and performed entirely within such Commonwealth; provided, however,that the
provisions  of Sections  19, 20,  21 and  22 of  this Rights  Agreement shall be
governed by and construed in accordance with the laws of the State of New York.
 
     SECTION 32.  Counterparts. This  Rights Agreement  may be  executed in  any
number  of counterparts and each of such  counterparts shall for all purposes be
deemed to be an  original, and all such  counterparts shall together  constitute
but one and the same instrument.
 
                                       23

     SECTION  33.  Descriptive  Headings. Descriptive  headings  of  the several
Sections of this Rights  Agreement are inserted for  convenience only and  shall
not  control or affect the  meaning or construction of  any of the provisions of
this Rights Agreement.
 
     IN WITNESS WHEREOF, the parties hereto have caused this Rights Agreement to
be duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
 
                                          THE PITTSTON COMPANY,
 
                                          by  ..................................
                                             Name:
                                             Title:
 
Attest:
 
by  ..................................
    Name:
    Title:
 
                                          CHEMICAL BANK, as Rights Agent,
 
                                          by  ..................................
                                             Name:
                                             Title:
 
Attest:
 
by  ..................................
    Name:
    Title:
 
                                       24

                                                                       EXHIBIT A
 
                             ARTICLES OF AMENDMENT
                   TO THE RESTATED ARTICLES OF INCORPORATION
                            OF THE PITTSTON COMPANY
                     SETTING FORTH THE POWERS, PREFERENCES,
                    RIGHTS, QUALIFICATIONS, LIMITATIONS AND
                     RESTRICTIONS OF THE COMPANY'S SERIES A
                    PARTICIPATING CUMULATIVE PREFERRED STOCK
               SERIES B PARTICIPATING CUMULATIVE PREFERRED STOCK,
               SERIES C PARTICIPATING CUMULATIVE PREFERRED STOCK
 
     Pursuant  to Section  13.1-639 of the  Virginia Stock  Corporation Act, The
Pittston Company (the 'Corporation'), a corporation organized and existing under
the Virginia Stock Corporation Act, in accordance with Section 13.1-604 thereof,
DOES HEREBY CERTIFY:
 
     That pursuant to the authority conferred upon the Board of Directors of the
Corporation by  the first  paragraph under  Division II  of Article  III of  the
Restated Articles of Incorporation, as amended, of the Company (the 'Articles of
Incorporation'),  the Board  of Directors of  the Corporation  on December [xx],
1995, duly adopted the following  resolution creating, effective as of  December
[xx+1],   1995,  three  series  of  Preferred   Stock  designated  as  Series  A
Participating Cumulative  Preferred  Stock, Series  B  Participating  Cumulative
Preferred Stock and Series D Participating Cumulative Preferred Stock:
 
     RESOLVED that pursuant to the authority vested in the Board of Directors of
the  Corporation, Article III  of the Restated Articles  of Incorporation of the
Corporation  be,  and  it  hereby  is,  amended  to  provide  the   preferences,
limitations  and  relative  rights  of  two series  of  Preferred  Stock  of the
Corporation, which amendment shall  be accomplished by  deleting the text  after
the first paragraph under Division II of Article III of the Restated Articles of
Incorporation  and adding  the following  text after  the first  paragraph under
Division II of Article III of the Restated Articles of Incorporation:
 
                 'TERMS OF THE PREFERRED STOCK ARE AS FOLLOWS:
 
A. SERIES A PARTICIPATING CUMULATIVE PREFERRED STOCK
 
     1. Designation and  Number of Shares.  The shares of  such series shall  be
designated as 'Series A Participating Cumulative Preferred Stock' (the 'Series A
Preferred  Stock'). The  number of  shares initially  constituting the  Series A
Preferred Stock shall be 50,000; provided, however, that if more than a total of
50,000 shares of Series A Preferred Stock shall be issuable upon the exercise of
Pittston Brink's Group Rights issued pursuant to the Amended and Restated Rights
Agreement dated as of December [xx], 1995, between the Corporation and  Chemical
Bank,  as Rights Agent (the  'Rights Agreement'), the Board  of Directors of the
Corporation, pursuant to Section 13.1-639 of the Virginia Stock Corporation Act,
shall direct by resolution  or resolutions that articles  of amendment to  these
Articles   of  Incorporation  be  properly  executed,  acknowledged,  filed  and
recorded, in  accordance  with  the  provisions  of  Section  13.1-604  thereof,
providing  for the total number of shares of Series A Preferred Stock authorized
to be issued to be increased (to  the extent that the Articles of  Incorporation
then  permit) to the largest  number of whole shares  (rounded up to the nearest
whole number) issuable upon exercise of such Rights.
 
     2. Dividends or Distributions. (a) Subject to the prior and superior rights
of the holders of shares of any  other series of Preferred Stock or other  class
of  capital stock not by its  terms ranking on a parity  with, or junior to, the
shares of Series  A Preferred Stock  with respect to  dividends, the holders  of
shares of the Series A Preferred Stock shall be entitled to receive, when and as
declared by the Board of Directors, out of the assets of the Corporation legally
available  therefor, (1) quarterly dividends payable in cash on the first day of
March, June, September and December in each year (each such date being  referred
to  herein  as a  'Quarterly Dividend  Payment Date'),  commencing on  the first
Quarterly Dividend  Payment  Date after  the  first issuance  of  a share  or  a
fraction  of a  share of  Series A  Preferred Stock,  of $10.00  per whole share
(rounded to the nearest cent) less the amount of all cash dividends declared  on
the  Series A  Preferred Stock  pursuant to the  following clause  (2) since the
immediately
 
                                       1

preceding Quarterly  Dividend  Payment  Date  or,  with  respect  to  the  first
Quarterly  Dividend  Payment Date,  since  the first  issuance  of any  share or
fraction of a share of  Series A Preferred Stock,  and (2) dividends payable  in
cash  on the payment date for each cash dividend declared on Brink's Stock in an
amount per  whole share  (rounded to  the  nearest cent)  equal to  the  Brink's
Formula  Number (as defined below) then in  effect times the cash dividends then
to be paid on each share of Brink's Stock. In addition, if the Corporation shall
pay any dividend or  make any distribution on  Brink's Stock payable in  assets,
securities  or other  forms of  noncash consideration  (other than  dividends or
distributions solely in shares of Brink's  Stock), then, in each such case,  the
Corporation shall simultaneously pay or make on each outstanding share of Series
A Preferred Stock a dividend or distribution in like kind of the Brink's Formula
Number  then in  effect times  such dividend  or distribution  on each  share of
Brink's Stock.  As used  herein, the  'Brink's Formula  Number' shall  be  1000;
provided,  however,  that  if  at  any  time  after  December  [xx],  1995,  the
Corporation shall (x) declare  or pay any dividend  on Brink's Stock payable  in
shares  of Brink's Stock or make any  distribution on Brink's Stock in shares of
Brink's Stock, (y)  subdivide (by a  stock split or  otherwise) the  outstanding
shares  of Brink's Stock into a larger number  of shares of Brink's Stock or (z)
combine (by  a reverse  stock  split or  otherwise)  the outstanding  shares  of
Brink's  Stock into a  smaller number of  shares of Brink's  Stock, then in each
such event the Brink's Formula Number  shall be adjusted to a number  determined
by  multiplying the Brink's  Formula Number in effect  immediately prior to such
event by a fraction, the numerator of  which is the number of shares of  Brink's
Stock  that are outstanding immediately after  such event and the denominator of
which is the number of shares of Brink's Stock that are outstanding  immediately
prior  to such event (and rounding the  result to the nearest whole number); and
provided further that if at any time after December [xx], 1995, the  Corporation
shall  issue any shares of its capital  stock in a reclassification or change of
the outstanding shares of Brink's Stock (including any such reclassification  or
change  in connection with  a merger in  which the Corporation  is the surviving
corporation), then  in each  such  event the  Brink's  Formula Number  shall  be
appropriately adjusted to reflect such reclassification or change.
 
     (b)  The Corporation shall declare a dividend or distribution on the Series
A Preferred Stock as provided in Section  2(a) above immediately prior to or  at
the  same time it  declares a dividend  or distribution on  Brink's Stock (other
than a dividend or  distribution solely in shares  of Brink's Stock);  provided,
however,  that, in the event no dividend  or distribution (other than a dividend
or distribution in shares of Brink's Stock) shall have been declared on  Brink's
Stock during the period between any Quarterly Dividend Payment Date and the next
subsequent  Quarterly Dividend Payment  Date, a dividend of  $10.00 per share on
the Series A Preferred  Stock shall nevertheless be  payable on such  subsequent
Quarterly  Dividend Payment Date. The  Board of Directors may  fix a record date
for the determination of holders of shares of Series A Preferred Stock  entitled
to  receive a dividend or distribution declared thereon, which record date shall
be the same as the record date for any corresponding dividend or distribution on
Brink's Stock.
 
     (c) Dividends shall begin to accrue and be cumulative on outstanding shares
of Series A Preferred Stock from  and after the Quarterly Dividend Payment  Date
next  preceding the date of original issue  of such shares of Series A Preferred
Stock; provided, however,  that dividends  on such shares  which are  originally
issued  after the  record date  for the  determination of  holders of  shares of
Series A Preferred  Stock entitled  to receive a  quarterly dividend  and on  or
prior  to the  next succeeding  Quarterly Dividend  Payment Date  shall begin to
accrue and be cumulative  from and after such  Quarterly Dividend Payment  Date.
Accrued  but unpaid  dividends shall  not bear  interest. Dividends  paid on the
shares of Series A Preferred  Stock in an amount less  than the total amount  of
such dividends at the time accrued and payable on such shares shall be allocated
pro  rata  on  a  share-by-share  basis  among  all  such  shares  at  the  time
outstanding.
 
     (d) So long as any shares of the Series A Preferred Stock are  outstanding,
no  dividends or other distributions shall  be declared, paid or distributed, or
set aside for payment  or distribution, on Brink's  Stock unless, in each  case,
the dividend required by this Section 2 to be declared on the Series A Preferred
Stock shall have been declared.
 
     (e)  The holders  of the shares  of Series  A Preferred Stock  shall not be
entitled to  receive any  dividends or  other distributions  except as  provided
herein.
 
                                       2

     3.  Voting Rights. The holders of shares  of Series A Preferred Stock shall
have the following voting rights:
 
          (a) Each holder  of Series A  Preferred Stock shall  be entitled to  a
     number of votes equal to the product of (1) the Brink's Formula Number then
     in effect for each share of Series A Preferred Stock held of record on each
     matter on which holders of Brink's Stock are entitled to vote times (2) the
     maximum  number of votes which the holders  of Brink's Stock then have with
     respect to such matter.
 
          (b) Except  as otherwise  provided herein  or by  applicable law,  the
     holders  of shares of  Series A Preferred  Stock, the holders  of shares of
     Brink's Stock and the holders of any other class of capital stock  entitled
     to  vote in the election of directors  shall vote together as one class for
     the election of directors of the  Corporation. In addition, the holders  of
     Series  A  Preferred Stock  and  the holders  of  Brink's Stock  shall vote
     together as one class on all other  matters submitted to a vote of  holders
     of Brink's Stock.
 
          (c)  If at  the time  of any  annual meeting  of shareholders  for the
     election of directors, the equivalent  of six quarterly dividends  (whether
     or  not consecutive) payable on  any share or shares  of Series A Preferred
     Stock are in  default, the number  of directors constituting  the Board  of
     Directors  of the  Corporation shall  be increased  by two.  In addition to
     voting together with other holders of capital stock as set forth in Section
     3(a) for the election of other directors of the Corporation, the holders of
     record of the Series A Preferred Stock, voting separately as a class to the
     exclusion of  such other  holders, shall  be entitled  at said  meeting  of
     shareholders  (and  at  each subsequent  annual  meeting  of shareholders),
     unless all dividends in  arrears have been paid  or declared and set  apart
     for payment prior thereto, to vote for the election of two directors of the
     Corporation,  the holders of any Series A Preferred Stock being entitled to
     cast a number of votes per share  of Series A Preferred Stock equal to  the
     Brink's  Formula Number.  Until the  default in  payments of  all dividends
     which permitted the  election of said  directors shall cease  to exist  any
     director  who shall  have been  so elected  pursuant to  the next preceding
     sentence may be removed at any time, either with or without cause, only  by
     the  affirmative vote of the holders of  the shares at the time entitled to
     cast a majority of the  votes entitled to be cast  for the election of  any
     such director at a special meeting of such holders called for that purpose,
     and  any vacancy thereby created may be filled by the vote of such holders.
     If and when such default shall cease to exist, the holders of the Series  A
     Preferred  Stock shall be divested of  the foregoing special voting rights,
     subject to revesting in the event of each and every subsequent like default
     in payments of  dividends. Upon  the termination of  the foregoing  special
     voting rights, the terms of office of all persons who may have been elected
     directors pursuant to said special voting rights shall forthwith terminate,
     and  the number of  directors constituting the Board  of Directors shall be
     reduced by two. The voting rights granted by this Section 3(c) shall be  in
     addition  to any other voting rights granted to the holders of the Series A
     Preferred Stock in this Section 3.
 
          (d) Except as  provided herein, in  Section 11 or  by applicable  law,
     holders of Series A Preferred Stock shall have no special voting rights and
     their consent shall not be required (except to the extent they are entitled
     to  vote with holders of Brink's Stock as set forth herein) for authorizing
     or taking any corporate action.
 
     4.  Certain  Restrictions.  (a)  Whenever  quarterly  dividends  or   other
dividends  or distributions payable on the  Series A Preferred Stock as provided
in Section  2  are in  arrears,  thereafter and  until  all accrued  and  unpaid
dividends  and distributions,  whether or  not declared,  on shares  of Series A
Preferred Stock outstanding shall have been paid in full, the Corporation  shall
not:
 
          (i)  declare or pay dividends on,  make any other distributions on, or
     redeem or purchase  or otherwise  acquire for consideration  any shares  of
     stock   ranking  junior  (either  as  to  dividends  or  upon  liquidation,
     dissolution or winding up) to the Series A Preferred Stock;
 
          (ii) declare or pay  dividends on or make  any other distributions  on
     any  shares of stock  ranking on a  parity (either as  to dividends or upon
     liquidation, dissolution or winding up) with the Series A Preferred  Stock,
     except  dividends paid ratably on the Series A Preferred Stock and all such
     parity
 
                                       3

     stock on which  dividends are payable  or in arrears  in proportion to  the
     total amounts to which the holders of all such shares are then entitled;
 
          (iii) redeem or purchase or otherwise acquire for consideration shares
     of  any  stock  ranking  on  a  parity  (either  as  to  dividends  or upon
     liquidation, dissolution or winding up) with the Series A Preferred  Stock;
     provided that the Corporation may at any time redeem, purchase or otherwise
     acquire shares of any such parity stock in exchange for shares of any stock
     of  the  Corporation  ranking  junior  (either  as  to  dividends  or  upon
     dissolution, liquidation or winding up) to the Series A Preferred Stock; or
 
          (iv) purchase or  otherwise acquire  for consideration  any shares  of
     Series  A Preferred Stock, or any shares  of stock ranking on a parity with
     the Series A Preferred  Stock, except in accordance  with a purchase  offer
     made in writing or by publication (as determined by the Board of Directors)
     to  all holders of such  shares upon such terms  as the Board of Directors,
     after consideration  of  the respective  annual  dividend rates  and  other
     relative rights and preferences of the respective series and classes, shall
     determine  in good faith will result  in fair and equitable treatment among
     the respective series or classes.
 
     (b) The Corporation shall not permit  any subsidiary of the Corporation  to
purchase  or  otherwise acquire  for consideration  any shares  of stock  of the
Corporation unless the Corporation could, under subparagraph (a) of this Section
4, purchase or otherwise acquire such shares at such time and in such manner.
 
     5. Liquidation Rights. Upon the  liquidation, dissolution or winding up  of
the Corporation, whether voluntary or involuntary, no distribution shall be made
(a)  to the holders of shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution, or  winding up) to the  Series A Preferred  Stock
unless,  prior thereto, the holders of shares  of Series A Preferred Stock shall
have  received  an  amount  equal  to  the  accrued  and  unpaid  dividends  and
distributions  thereon, whether  or not declared,  to the date  of such payment,
plus an amount equal to  the greater of (i) $40  per share or (ii) an  aggregate
amount  per share equal to the Formula Number then in effect times the aggregate
amount to be distributed per  share to holders of Brink's  Stock, or (b) to  the
holders  of  stock  ranking  on  a  parity  (either  as  to  dividends  or  upon
liquidation, dissolution  or winding  up)  with the  Series A  Preferred  Stock,
except  distributions made ratably on the Series A Preferred Stock and all other
such parity stock in proportion to the total amounts to which the holders of all
such shares are entitled upon such liquidation, dissolution or winding up.
 
     6. Consolidation, Merger, etc. In case the Corporation shall enter into any
consolidation,  merger,   combination,  statutory   share  exchange   or   other
transaction  in which the shares  of Brink's Stock are  exchanged for or changed
into other stock or  securities, cash or  any other property,  then in any  such
case  the then outstanding shares of Series  A Preferred Stock shall at the same
time be similarly  exchanged or  changed in  an amount  per share  equal to  the
Brink's  Formula  Number then  in effect  times the  aggregate amount  of stock,
securities, cash or any other  property (payable in kind),  as the case may  be,
into which or for which each share of Brink's Stock is exchanged or changed.
 
     7.  Redemption; No  Sinking Fund.  (a) The  outstanding shares  of Series A
Preferred Stock may be  redeemed at the  option of the Board  of Directors as  a
whole, but not in part, at any time at which, in the good faith determination of
the  Board  of Directors,  no  person beneficially  owns  more than  10%  of the
aggregate voting  power represented  by all  the outstanding  shares of  capital
stock of the Corporation generally entitled to vote in the election of Directors
of  the Corporation, at a cash price per  share equal to (i) 125% of the product
of the  Formula Number  times the  Market  Value (as  such term  is  hereinafter
defined)  of Brink's Stock, plus (ii) all dividends which on the redemption date
have accrued on the shares to be redeemed and have not been paid or declared and
a sum  sufficient for  the  payment thereof  set  apart, without  interest.  The
'Market  Value' on  any date  shall be  deemed to  be the  average of  the daily
closing prices, per share, of Brink's Stock for the 30 consecutive Trading  Days
immediately  prior to the date  in question. The closing  price for each Trading
Day shall be the last  sale price, regular way, or,  in case no such sale  takes
place  on such  Trading Day, the  average of  the closing bid  and asked prices,
regular  way,  in  either  case  as  reported  in  the  principal   consolidated
transaction  reporting system if Brink's Stock  is listed or admitted to trading
on a national securities exchange or, if Brink's Stock is not listed or admitted
to trading on any national securities exchange, the last quoted price or, if not
so
 
                                       4

quoted, the average of the high bid and low asked prices in the over-the-counter
market, as  reported by  the National  Association of  Securities Dealers,  Inc.
Automated Quotations System or such other system then in use, or, if on any such
Trading Day Brink's Stock is not quoted by any such organization, the average of
the  closing bid and  asked prices as  furnished by a  professional market maker
making a market  in Brink's  Stock selected  by the  Board of  Directors of  the
Corporation.  If on any such  Trading Day no market maker  is making a market in
Brink's Stock, the fair value  of Brink's Stock on  such Trading Day shall  mean
the  fair value  of Brink's Stock  as determined in  good faith by  the Board of
Directors of  the Corporation.  'Trading Day'  shall  mean a  day on  which  the
principal  national  securities exchange  on which  Brink's  Stock is  listed or
admitted to trading is open for the transaction of business or, if Brink's Stock
is not listed  or admitted  to trading on  any national  securities exchange,  a
Monday,  Tuesday, Wednesday,  Thursday or  Friday which  is not  a day  on which
banking institutions in  the Borough  of Manhattan, the  City of  New York,  are
authorized or obligated by law or executive order to close.
 
     (b)  The shares  of Series  A Preferred  Stock shall  not be  subject to or
entitled to the operation of a retirement or sinking fund.
 
     8. Ranking.  The Series  A Preferred  Stock shall  rank senior  to  Brink's
Stock,  Minerals Stock and Burlington Stock,  on a parity with the Corporation's
Series B Participating Cumulative Preferred Stock, par value $10 per share,  and
the  Corporation's Series D Participating  Cumulative Preferred Stock, par value
$10 per  share,  and junior  to  all other  series  of Preferred  Stock  of  the
Corporation,   unless  the  Board  of  Directors  shall  specifically  determine
otherwise  in  fixing  the  powers,  preferences  and  relative,  participating,
optional  and  other  special  rights  of the  shares  of  such  series  and the
qualifications, limitations and restrictions thereof.
 
     9. Fractional Shares. The Series A  Preferred Stock shall be issuable  upon
exercise  of  Pittston  Brink's  Group  Rights  issued  pursuant  to  the Rights
Agreement in whole shares or in any fraction of a share that is not smaller than
one one-thousandth  (1/1000th) of  a  share or  any  integral multiple  of  such
fraction.  At the election of the Corporation,  prior to the first issuance of a
share or  a  fraction  of a  share  of  Series A  Preferred  Stock,  either  (1)
certificates  may be issued to  evidence such authorized fraction  of a share of
Series A Preferred  Stock, or (2)  any such  authorized fraction of  a share  of
Series  A Preferred Stock may be evidenced by depository receipts pursuant to an
appropriate agreement between the Corporation  and a depository selected by  the
Corporation; provided that such agreement shall provide that the holders of such
depository  receipts shall  have all the  rights, privileges  and preferences to
which they are entitled as beneficial owners of the Series A Preferred Stock.
 
     10. Reacquired Shares. Any shares of Series A Preferred Stock purchased  or
otherwise  acquired by the Corporation in any manner whatsoever shall be retired
and canceled promptly after the acquisition thereof. All such shares shall  upon
their  cancelation  become authorized  but unissued  shares of  Preferred Stock,
without designation as to series until  such shares are once more designated  as
part of a particular series by the Board of Directors pursuant to the provisions
of the first paragraph of Division II of Article III.
 
     11. Amendment. None of the powers, preferences and relative, participating,
optional  and other special rights  of the Series A  Preferred Stock as provided
herein shall be amended in  any manner which would  alter or change the  powers,
preferences,  rights or privileges of the holders of Series A Preferred Stock so
as to affect them adversely without the affirmative vote of the holders of  more
than  66 2/3% of the outstanding shares of Series A Preferred Stock, voting as a
separate class.
 
B. SERIES B PARTICIPATING CUMULATIVE PREFERRED STOCK
 
     1. Designation and  Number of Shares.  The shares of  such series shall  be
designated as 'Series B Participating Cumulative Preferred Stock' (the 'Series B
Preferred  Stock'). The  number of  shares initially  constituting the  Series B
Preferred Stock shall be 20,000; provided, however, that if more than a total of
20,000 shares of Series B Preferred Stock shall be issuable upon the exercise of
Pittston Minerals  Group Rights  issued  pursuant to  the Amended  and  Restated
Rights  Agreement dated as  of December [xx], 1995,  between the Corporation and
Chemical Bank, as Rights Agent (the 'Rights Agreement'), the Board of  Directors
of   the   Corporation,   pursuant   to  Section   13.1-639   of   the  Virginia
 
                                       5

Stock Corporation Act, shall direct  by resolution or resolutions that  articles
of   amendment  to  these  Articles   of  Incorporation  be  properly  executed,
acknowledged, filed and recorded, in  accordance with the provisions of  Section
13.1-604 thereof, providing for the total number of shares of Series B Preferred
Stock  authorized to be issued to be  increased (to the extent that the Articles
of Incorporation then permit) to the largest number of whole shares (rounded  up
to the nearest whole number) issuable upon exercise of such Rights.
 
     2. Dividends or Distributions. (a) Subject to the prior and superior rights
of  the holders of shares of any other  series of Preferred Stock or other class
of capital stock not by  its terms ranking on a  parity with, or junior to,  the
shares  of Series B  Preferred Stock with  respect to dividends,  the holders of
shares of the Series B Preferred Stock shall be entitled to receive, when and as
declared by the Board of Directors, out of the assets of the Corporation legally
available therefor, (1) quarterly dividends payable in cash on the first day  of
March,  June, September and December in each year (each such date being referred
to herein  as a  'Quarterly Dividend  Payment Date'),  commencing on  the  first
Quarterly  Dividend  Payment Date  after  the first  issuance  of a  share  or a
fraction of a  share of  Series B  Preferred Stock,  of $10.00  per whole  share
(rounded  to the nearest cent) less the amount of all cash dividends declared on
the Series B  Preferred Stock  pursuant to the  following clause  (2) since  the
immediately  preceding Quarterly Dividend  Payment Date or,  with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share  or
fraction  of a share of  Series B Preferred Stock,  and (2) dividends payable in
cash on the payment date for each cash dividend declared on Minerals Stock in an
amount per  whole share  (rounded to  the nearest  cent) equal  to the  Minerals
Formula  Number (as defined below) then in  effect times the cash dividends then
to be paid  on each share  of Minerals  Stock. In addition,  if the  Corporation
shall  pay any dividend  or make any  distribution on Minerals  Stock payable in
assets, securities or other forms of noncash consideration (other than dividends
or distributions solely in shares of  Minerals Stock), then, in each such  case,
the  Corporation shall simultaneously  pay or make on  each outstanding share of
Series B Preferred Stock a dividend or distribution in like kind of the Minerals
Formula Number then in effect times such dividend or distribution on each  share
of Minerals Stock. As used herein, the 'Minerals Formula Number' shall be 1,000;
provided,  however,  that  if  at  any  time  after  December  [xx],  1995,  the
Corporation shall (x) declare or pay  any dividend on Minerals Stock payable  in
shares of Minerals Stock or make any distribution on Minerals Stock in shares of
Minerals  Stock, (y) subdivide  (by a stock split  or otherwise) the outstanding
shares of Minerals Stock into a larger number of shares of Minerals Stock or (z)
combine (by  a reverse  stock  split or  otherwise)  the outstanding  shares  of
Minerals  Stock into a smaller number of  shares of Minerals Stock, then in each
such event the Minerals Formula Number shall be adjusted to a number  determined
by  multiplying the Minerals Formula Number  in effect immediately prior to such
event by a fraction, the numerator of which is the number of shares of  Minerals
Stock  that are outstanding immediately after  such event and the denominator of
which is the number of shares of Minerals Stock that are outstanding immediately
prior to such event (and rounding the  result to the nearest whole number);  and
provided  further that if at any time after December [xx], 1995, the Corporation
shall issue any shares of its capital  stock in a reclassification or change  of
the outstanding shares of Minerals Stock (including any such reclassification or
change  in connection with  a merger in  which the Corporation  is the surviving
corporation), then  in each  such event  the Minerals  Formula Number  shall  be
appropriately adjusted to reflect such reclassification or change.
 
     (b)  The Corporation shall declare a dividend or distribution on the Series
B Preferred Stock as provided in Section  2(a) above immediately prior to or  at
the  same time it declares  a dividend or distribution  on Minerals Stock (other
than a dividend or distribution solely  in shares of Minerals Stock);  provided,
however,  that, in the event no dividend  or distribution (other than a dividend
or distribution  in  shares of  Minerals  Stock)  shall have  been  declared  on
Minerals Stock during the period between any Quarterly Dividend Payment Date and
the  next subsequent  Quarterly Dividend Payment  Date, a dividend  of $2.00 per
share on the  Series B  Preferred Stock shall  nevertheless be  payable on  such
subsequent  Quarterly Dividend  Payment Date. The  Board of Directors  may fix a
record date for  the determination of  holders of shares  of Series B  Preferred
Stock  entitled to  receive a dividend  or distribution  declared thereon, which
record date shall be the same as the record date for any corresponding  dividend
or distribution on Minerals Stock.
 
                                       6

     (c) Dividends shall begin to accrue and be cumulative on outstanding shares
of  Series B Preferred Stock from and  after the Quarterly Dividend Payment Date
next preceding the date of original issue  of such shares of Series B  Preferred
Stock;  provided, however,  that dividends on  such shares  which are originally
issued after  the record  date for  the determination  of holders  of shares  of
Series  B Preferred  Stock entitled  to receive a  quarterly dividend  and on or
prior to the  next succeeding  Quarterly Dividend  Payment Date  shall begin  to
accrue  and be cumulative  from and after such  Quarterly Dividend Payment Date.
Accrued but unpaid  dividends shall  not bear  interest. Dividends  paid on  the
shares  of Series B in an amount less than the total amount of such dividends at
the time accrued and  payable on such  shares shall be allocated  pro rata on  a
share-by-share basis among all such shares at the time outstanding.
 
     (d)  So long as any shares of the Series B Preferred Stock are outstanding,
no dividends or other distributions shall  be declared, paid or distributed,  or
set  aside for payment or distribution, on  Minerals Stock unless, in each case,
the dividend required by this Section 2 to be declared on the Series B Preferred
Stock shall have been declared.
 
     (e) The holders  of the shares  of Series  B Preferred Stock  shall not  be
entitled  to receive  any dividends  or other  distributions except  as provided
herein.
 
     3. Voting Rights. The holders of  shares of Series B Preferred Stock  shall
have the following voting rights:
 
          (a)  Each holder of  Series B Preferred  Stock shall be  entitled to a
     number of votes  equal to the  product of (1)  the Minerals Formula  Number
     then in effect for each share of Series A Preferred Stock held of record on
     each  matter on which holders of Minerals  Stock are entitled to vote times
     (2) the maximum number  of votes which the  holders of Minerals Stock  then
     have with respect to such matter.
 
          (b)  Except as  otherwise provided  herein or  by applicable  law, the
     holders of shares  of Series B  Preferred Stock, the  holders of shares  of
     Minerals Stock and the holders of any other class of capital stock entitled
     to  vote in the election of directors  shall vote together as one class for
     the election of directors of the  Corporation. In addition, the holders  of
     Series  B  Preferred Stock  and the  holders of  Minerals Stock  shall vote
     together as one class on all other  matters submitted to a vote of  holders
     of Minerals Stock.
 
          (c)  If at  the time  of any  annual meeting  of shareholders  for the
     election of directors, the equivalent  of six quarterly dividends  (whether
     or  not consecutive) payable on  any share or shares  of Series B Preferred
     Stock are in  default, the number  of directors constituting  the Board  of
     Directors  of the  Corporation shall  be increased  by two.  In addition to
     voting together with other holders of capital stock as set forth in Section
     3(a) for the election of other directors of the Corporation, the holders of
     record of the Series B Preferred Stock, voting separately as a class to the
     exclusion of  such other  holders, shall  be entitled  at said  meeting  of
     shareholders  (and  at  each subsequent  annual  meeting  of shareholders),
     unless all dividends in  arrears have been paid  or declared and set  apart
     for payment prior thereto, to vote for the election of two directors of the
     Corporation,  the holders of any Series B Preferred Stock being entitled to
     cast a number of votes per share  of Series B Preferred Stock equal to  the
     Minerals  Formula Number.  Until the default  in payments  of all dividends
     which permitted the  election of said  directors shall cease  to exist  any
     director  who shall  have been  so elected  pursuant to  the next preceding
     sentence may be removed at any time, either with or without cause, only  by
     the  affirmative vote of the holders of  the shares at the time entitled to
     cast a majority of the  votes entitled to be cast  for the election of  any
     such director at a special meeting of such holders called for that purpose,
     and  any vacancy thereby created may be filled by the vote of such holders.
     If and when such default shall cease to exist, the holders of the Series  B
     Preferred  Stock shall be divested of  the foregoing special voting rights,
     subject to revesting in the event of each and every subsequent like default
     in payments of  dividends. Upon  the termination of  the foregoing  special
     voting rights, the terms of office of all persons who may have been elected
     directors pursuant to said special voting rights shall forthwith terminate,
     and  the number of  directors constituting the Board  of Directors shall be
     reduced by two. The voting rights granted by this Section 3(c) shall be  in
     addition  to any other voting rights granted to the holders of the Series B
     Preferred Stock in this Section 3.
 
                                       7

          (d) Except as  provided herein, in  Section 11 or  by applicable  law,
     holders of Series B Preferred Stock shall have no special voting rights and
     their consent shall not be required (except to the extent they are entitled
     to vote with holders of Minerals Stock as set forth herein) for authorizing
     or taking any corporate action.
 
     4.   Certain  Restrictions.  (a)  Whenever  quarterly  dividends  or  other
dividends or distributions payable on the  Series B Preferred Stock as  provided
in  Section  2 are  in  arrears, thereafter  and  until all  accrued  and unpaid
dividends and distributions,  whether or  not declared,  on shares  of Series  B
Preferred  Stock outstanding shall have been paid in full, the Corporation shall
not:
 
          (i) declare or pay dividends on,  make any other distributions on,  or
     redeem  or purchase  or otherwise acquire  for consideration  any shares of
     stock  ranking  junior  (either  as  to  dividends  or  upon   liquidation,
     dissolution or winding up) to the Series B Preferred Stock;
 
          (ii)  declare or pay  dividends on or make  any other distributions on
     any shares of stock  ranking on a  parity (either as  to dividends or  upon
     liquidation,  dissolution or winding up) with the Series B Preferred Stock,
     except dividends paid ratably on the Series B Preferred Stock and all  such
     parity  stock on which dividends are payable or in arrears in proportion to
     the total  amounts  to  which the  holders  of  all such  shares  are  then
     entitled;
 
          (iii) redeem or purchase or otherwise acquire for consideration shares
     of  any  stock  ranking  on  a  parity  (either  as  to  dividends  or upon
     liquidation, dissolution or winding up) with the Series B Preferred  Stock;
     provided that the Corporation may at any time redeem, purchase or otherwise
     acquire shares of any such parity stock in exchange for shares of any stock
     of  the  Corporation  ranking  junior  (either  as  to  dividends  or  upon
     dissolution, liquidation or winding up) to the Series B Preferred Stock; or
 
          (iv) purchase or  otherwise acquire  for consideration  any shares  of
     Series  B Preferred Stock, or any shares  of stock ranking on a parity with
     the Series B Preferred  Stock, except in accordance  with a purchase  offer
     made in writing or by publication (as determined by the Board of Directors)
     to  all holders of such  shares upon such terms  as the Board of Directors,
     after consideration  of  the respective  annual  dividend rates  and  other
     relative rights and preferences of the respective series and classes, shall
     determine  in good faith will result  in fair and equitable treatment among
     the respective series or classes.
 
     (b) The Corporation shall not permit  any subsidiary of the Corporation  to
purchase  or  otherwise acquire  for consideration  any shares  of stock  of the
Corporation unless the Corporation could, under subparagraph (a) of this Section
4, purchase or otherwise acquire such shares at such time and in such manner.
 
     5. Liquidation Rights. Upon the  liquidation, dissolution or winding up  of
the Corporation, whether voluntary or involuntary, no distribution shall be made
(a)  to the holders of shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution, or  winding up) to the  Series B Preferred  Stock
unless,  prior thereto, the holders of shares  of Series B Preferred Stock shall
have  received  an  amount  equal  to  the  accrued  and  unpaid  dividends  and
distributions  thereon, whether  or not declared,  to the date  of such payment,
plus an amount equal to  the greater of (i) $40  per share or (ii) an  aggregate
amount  per share equal to the Minerals  Formula Number then in effect times the
aggregate amount to be  distributed per share to  holders of Minerals Stock,  or
(b)  to the holders of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution  or winding  up)  with the  Series B  Preferred  Stock,
except  distributions made ratably on the Series B Preferred Stock and all other
such parity stock in proportion to the total amounts to which the holders of all
such shares are entitled upon such liquidation, dissolution or winding up.
 
     6. Consolidation, Merger, etc. In case the Corporation shall enter into any
consolidation,  merger,   combination,  statutory   share  exchange   or   other
transaction  in which the shares of Minerals  Stock are exchanged for or changed
into other stock or  securities, cash or  any other property,  then in any  such
case  the then outstanding shares of Series  B Preferred Stock shall at the same
time be similarly  exchanged or  changed in  an amount  per share  equal to  the
Minerals  Formula Number  then in  effect times  the aggregate  amount of stock,
securities, cash or any other  property (payable in kind),  as the case may  be,
into which or for which each share of Minerals Stock is exchanged or changed.
 
                                       8

     7.  Redemption; No  Sinking Fund.  (a) The  outstanding shares  of Series B
Preferred Stock may be  redeemed at the  option of the Board  of Directors as  a
whole, but not in part, at any time at which, in the good faith determination of
the  Board  of Directors,  no  person beneficially  owns  more than  10%  of the
aggregate voting  power represented  by all  the outstanding  shares of  capital
stock of the Corporation generally entitled to vote in the election of Directors
of  the Corporation, at a cash price per  share equal to (i) 125% of the product
of the  Minerals  Formula  Number  times  the Market  Value  (as  such  term  is
hereinafter  defined) of  Minerals Stock, plus  (ii) all dividends  which on the
redemption date have accrued on the shares to be redeemed and have not been paid
or declared and  a sum  sufficient for the  payment thereof  set apart,  without
interest.  The 'Market Value' on  any date shall be deemed  to be the average of
the daily closing prices,  per share, of Minerals  Stock for the 30  consecutive
Trading  Days immediately prior to  the date in question.  The closing price for
each Trading Day shall be the last sale price, regular way, or, in case no  such
sale  takes place on such Trading Day, the  average of the closing bid and asked
prices, regular way, in  either case as reported  in the principal  consolidated
transaction  reporting system if Minerals Stock is listed or admitted to trading
on a  national  securities exchange  or,  if Minerals  Stock  is not  listed  or
admitted  to trading on any national  securities exchange, the last quoted price
or, if not so quoted, the  average of the high bid  and low asked prices in  the
over-the-counter  market, as reported by  the National Association of Securities
Dealers, Inc. Automated Quotations System or such other system then in use,  or,
if  on  any  such  Trading  Day  Minerals  Stock  is  not  quoted  by  any  such
organization, the average of the closing bid and asked prices as furnished by  a
professional  market maker  making a  market in  Minerals Stock  selected by the
Board of Directors  of the Corporation.  If on  any such Trading  Day no  market
maker  is making a market in Minerals Stock, the fair value of Minerals Stock on
such Trading Day shall mean  the fair value of  Minerals Stock as determined  in
good  faith by the  Board of Directors  of the Corporation.  'Trading Day' shall
mean a day on which the principal national securities exchange on which Minerals
Stock is listed or admitted to trading  is open for the transaction of  business
or,  if Minerals  Stock is  not listed  or admitted  to trading  on any national
securities exchange, a Monday, Tuesday,  Wednesday, Thursday or Friday which  is
not a day on which banking institutions in the Borough of Manhattan, the City of
New York, are authorized or obligated by law or executive order to close.
 
     (b)  The shares  of Series  B Preferred  Stock shall  not be  subject to or
entitled to the operation of a retirement or sinking fund.
 
     8. Ranking.  The Series  B Preferred  Stock shall  rank senior  to  Brink's
Stock,  Minerals Stock and Burlington Stock,  on a parity with the Corporation's
Series A Participating Cumulative Preferred Stock, par value $10 per share,  and
the  Corporation's Series D Participating  Cumulative Preferred Stock, par value
$10 per  share,  and junior  to  all other  series  of Preferred  Stock  of  the
Corporation,   unless  the  Board  of  Directors  shall  specifically  determine
otherwise  in  fixing  the  powers,  preferences  and  relative,  participating,
optional  and  other  special  rights  of the  shares  of  such  series  and the
qualifications, limitations and restrictions thereof.
 
     9. Fractional Shares. The Series B  Preferred Stock shall be issuable  upon
exercise  of  Pittston  Minerals  Group Rights  issued  pursuant  to  the Rights
Agreement in whole shares or in any fraction of a share that is not smaller than
one one-thousandth  (1/1000th) of  a  share or  any  integral multiple  of  such
fraction.  At the election of the Corporation,  prior to the first issuance of a
share or  a  fraction  of a  share  of  Series B  Preferred  Stock,  either  (1)
certificates  may be issued to  evidence such authorized fraction  of a share of
Series B Preferred  Stock, or (2)  any such  authorized fraction of  a share  of
Series  B Preferred Stock may be evidenced by depository receipts pursuant to an
appropriate agreement between the Corporation  and a depository selected by  the
Corporation; provided that such agreement shall provide that the holders of such
depository  receipts shall  have all the  rights, privileges  and preferences to
which they are entitled as beneficial owners of the Series B Preferred Stock.
 
     10. Reacquired Shares. Any shares of Series B Preferred Stock purchased  or
otherwise  acquired by the Corporation in any manner whatsoever shall be retired
and canceled promptly after the acquisition thereof. All such shares shall  upon
their  cancelation  become authorized  but unissued  shares of  Preferred Stock,
without designation as to series until  such shares are once more designated  as
part of a particular series by the Board of Directors pursuant to the provisions
of the first paragraph of Division II of Article III.
 
                                       9

     11. Amendment. None of the powers, preferences and relative, participating,
optional  and other special rights  of the Series B  Preferred Stock as provided
herein shall be amended in  any manner which would  alter or change the  powers,
preferences,  rights or privileges of the holders of Series B Preferred Stock so
as to affect them adversely without the affirmative vote of the holders of  more
than  66 2/3% of the outstanding shares of Series B Preferred Stock, voting as a
separate class.'
 
C. SERIES C PARTICIPATING CUMULATIVE PREFERRED STOCK
 
     1. Designation and  Number of Shares.  The shares of  such series shall  be
designated as 'Series D Participating Cumulative Preferred Stock' (the 'Series D
Preferred  Stock'). The  number of  shares initially  constituting the  Series D
Preferred Stock shall be 50,000; provided, however, that if more than a total of
50,000 shares of Series D Preferred Stock shall be issuable upon the exercise of
Pittston Burlington Group  Rights issued  pursuant to the  Amended and  Restated
Rights  Agreement dated as  of December [xx], 1995,  between the Corporation and
Chemical Bank, as Rights Agent (the 'Rights Agreement'), the Board of  Directors
of  the  Corporation,  pursuant  to  Section  13.1-639  of  the  Virginia  Stock
Corporation Act,  shall direct  by resolution  or resolutions  that articles  of
amendment to these Articles of Incorporation be properly executed, acknowledged,
filed  and  recorded,  in accordance  with  the provisions  of  Section 13.1-604
thereof, providing for the  total number of shares  of Series D Preferred  Stock
authorized  to be  issued to be  increased (to  the extent that  the Articles of
Incorporation then permit) to the largest number of whole shares (rounded up  to
the nearest whole number) issuable upon exercise of such Rights.
 
     2. Dividends or Distributions. (a) Subject to the prior and superior rights
of  the holders of shares of any other  series of Preferred Stock or other class
of capital stock not by  its terms ranking on a  parity with, or junior to,  the
shares  of Series D  Preferred Stock with  respect to dividends,  the holders of
shares of the Series D Preferred Stock shall be entitled to receive, when and as
declared by the Board of Directors, out of the assets of the Corporation legally
available therefor, (1) quarterly dividends payable in cash on the first day  of
March,  June, September and December in each year (each such date being referred
to herein  as a  'Quarterly Dividend  Payment Date'),  commencing on  the  first
Quarterly  Dividend  Payment Date  after  the first  issuance  of a  share  or a
fraction of a  share of  Series D  Preferred Stock,  of $10.00  per whole  share
(rounded  to the nearest cent) less the amount of all cash dividends declared on
the Series D  Preferred Stock  pursuant to the  following clause  (2) since  the
immediately  preceding Quarterly Dividend  Payment Date or,  with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share  or
fraction  of a share of  Series D Preferred Stock,  and (2) dividends payable in
cash on the payment date for each cash dividend declared on Burlington Stock  in
an  amount per whole share (rounded to the nearest cent) equal to the Burlington
Formula Number (as defined below) then  in effect times the cash dividends  then
to  be paid on each  share of Burlington Stock.  In addition, if the Corporation
shall pay any dividend or make  any distribution on Burlington Stock payable  in
assets, securities or other forms of noncash consideration (other than dividends
or distributions solely in shares of Burlington Stock), then, in each such case,
the  Corporation shall simultaneously  pay or make on  each outstanding share of
Series D  Preferred  Stock  a dividend  or  distribution  in like  kind  of  the
Burlington  Formula Number then in effect times such dividend or distribution on
each share of Burlington Stock. As used herein, the 'Burlington Formula  Number'
shall  be 1,000;  provided, however,  that if at  any time  after December [xx],
1995, the Corporation shall (x) declare or pay any dividend on Burlington  Stock
payable  in shares  of Burlington Stock  or make any  distribution on Burlington
Stock in  shares  of  Burlington Stock,  (y)  subdivide  (by a  stock  split  or
otherwise)  the outstanding shares  of Burlington Stock into  a larger number of
shares of  Burlington  Stock  or  (z)  combine (by  a  reverse  stock  split  or
otherwise)  the outstanding shares of Burlington  Stock into a smaller number of
shares of  Burlington Stock,  then in  each such  event the  Burlington  Formula
Number  shall be adjusted  to a number determined  by multiplying the Burlington
Formula Number in  effect immediately  prior to such  event by  a fraction,  the
numerator  of  which  is the  number  of  shares of  Burlington  Stock  that are
outstanding immediately after  such event and  the denominator of  which is  the
number  of shares of Burlington Stock  that are outstanding immediately prior to
such event (and rounding the result  to the nearest whole number); and  provided
further  that if at  any time after  December [xx], 1995,  the Corporation shall
issue any shares of  its capital stock  in a reclassification  or change of  the
outstanding  shares of Burlington Stock  (including any such reclassification or
change in
 
                                       10

connection with a merger in which the Corporation is the surviving corporation),
then in each  such event the  Burlington Formula Number  shall be  appropriately
adjusted to reflect such reclassification or change.
 
     (b)  The Corporation shall declare a dividend or distribution on the Series
D Preferred Stock as provided in Section  2(a) above immediately prior to or  at
the  same time it declares a dividend or distribution on Burlington Stock (other
than a dividend or distribution solely in shares of Burlington Stock); provided,
however, that, in the event no  dividend or distribution (other than a  dividend
or  distribution  in shares  of Burlington  Stock) shall  have been  declared on
Burlington Stock during the period  between any Quarterly Dividend Payment  Date
and the next subsequent Quarterly Dividend Payment Date, a dividend of $2.00 per
share  on the  Series D  Preferred Stock shall  nevertheless be  payable on such
subsequent Quarterly Dividend  Payment Date. The  Board of Directors  may fix  a
record  date for the  determination of holders  of shares of  Series D Preferred
Stock entitled to  receive a  dividend or distribution  declared thereon,  which
record  date shall be the same as the record date for any corresponding dividend
or distribution on Burlington Stock.
 
     (c) Dividends shall begin to accrue and be cumulative on outstanding shares
of Series D Preferred Stock from  and after the Quarterly Dividend Payment  Date
next  preceding the date of original issue  of such shares of Series D Preferred
Stock; provided, however,  that dividends  on such shares  which are  originally
issued  after the  record date  for the  determination of  holders of  shares of
Series D Preferred  Stock entitled  to receive a  quarterly dividend  and on  or
prior  to the  next succeeding  Quarterly Dividend  Payment Date  shall begin to
accrue and be cumulative  from and after such  Quarterly Dividend Payment  Date.
Accrued  but unpaid  dividends shall  not bear  interest. Dividends  paid on the
shares of Series D in an amount less than the total amount of such dividends  at
the  time accrued and  payable on such shares  shall be allocated  pro rata on a
share-by-share basis among all such shares at the time outstanding.
 
     (d) So long as any shares of the Series D Preferred Stock are  outstanding,
no  dividends or other distributions shall  be declared, paid or distributed, or
set aside for payment or distribution, on Burlington Stock unless, in each case,
the dividend required by this Section 2 to be declared on the Series D Preferred
Stock shall have been declared.
 
     (e) The holders  of the shares  of Series  D Preferred Stock  shall not  be
entitled  to receive  any dividends  or other  distributions except  as provided
herein.
 
     3. Voting Rights. The holders of  shares of Series D Preferred Stock  shall
have the following voting rights:
 
          (a)  Each holder of  Series D Preferred  Stock shall be  entitled to a
     number of votes equal to the  product of (1) the Burlington Formula  Number
     then in effect for each share of Series A Preferred Stock held of record on
     each matter on which holders of Burlington Stock are entitled to vote times
     (2)  the maximum number of votes which the holders of Burlington Stock then
     have with respect to such matter.
 
          (b) Except  as otherwise  provided herein  or by  applicable law,  the
     holders  of shares of  Series D Preferred  Stock, the holders  of shares of
     Burlington Stock  and the  holders  of any  other  class of  capital  stock
     entitled  to vote in the  election of directors shall  vote together as one
     class for the election  of directors of the  Corporation. In addition,  the
     holders  of Series  D Preferred Stock  and the holders  of Burlington Stock
     shall vote together as one class on  all other matters submitted to a  vote
     of holders of Burlington Stock.
 
          (c)  If at  the time  of any  annual meeting  of shareholders  for the
     election of directors, the equivalent  of six quarterly dividends  (whether
     or  not consecutive) payable on  any share or shares  of Series D Preferred
     Stock are in  default, the number  of directors constituting  the Board  of
     Directors  of the  Corporation shall  be increased  by two.  In addition to
     voting together with other holders of capital stock as set forth in Section
     3(a) for the election of other directors of the Corporation, the holders of
     record of the Series D Preferred Stock, voting separately as a class to the
     exclusion of  such other  holders, shall  be entitled  at said  meeting  of
     shareholders  (and  at  each subsequent  annual  meeting  of shareholders),
     unless all dividends in  arrears have been paid  or declared and set  apart
     for payment prior thereto, to vote for the election of two directors of the
 
                                       11

     Corporation,  the holders of any Series D Preferred Stock being entitled to
     cast a number of votes per share  of Series D Preferred Stock equal to  the
     Burlington  Formula Number. Until the default  in payments of all dividends
     which permitted the  election of said  directors shall cease  to exist  any
     director  who shall  have been  so elected  pursuant to  the next preceding
     sentence may be removed at any time, either with or without cause, only  by
     the  affirmative vote of the holders of  the shares at the time entitled to
     cast a majority of the  votes entitled to be cast  for the election of  any
     such director at a special meeting of such holders called for that purpose,
     and  any vacancy thereby created may be filled by the vote of such holders.
     If and when such default shall cease to exist, the holders of the Series  D
     Preferred  Stock shall be divested of  the foregoing special voting rights,
     subject to revesting in the event of each and every subsequent like default
     in payments of  dividends. Upon  the termination of  the foregoing  special
     voting rights, the terms of office of all persons who may have been elected
     directors pursuant to said special voting rights shall forthwith terminate,
     and  the number of  directors constituting the Board  of Directors shall be
     reduced by two. The voting rights granted by this Section 3(c) shall be  in
     addition  to any other voting rights granted to the holders of the Series D
     Preferred Stock in this Section 3.
 
          (d) Except as  provided herein, in  Section 11 or  by applicable  law,
     holders of Series D Preferred Stock shall have no special voting rights and
     their consent shall not be required (except to the extent they are entitled
     to  vote  with  holders  of  Burlington  Stock  as  set  forth  herein) for
     authorizing or taking any corporate action.
 
     4.  Certain  Restrictions.  (a)  Whenever  quarterly  dividends  or   other
dividends  or distributions payable on the  Series D Preferred Stock as provided
in Section  2  are in  arrears,  thereafter and  until  all accrued  and  unpaid
dividends  and distributions,  whether or  not declared,  on shares  of Series D
Preferred Stock outstanding shall have been paid in full, the Corporation  shall
not:
 
          (i)  declare or pay dividends on,  make any other distributions on, or
     redeem or purchase  or otherwise  acquire for consideration  any shares  of
     stock   ranking  junior  (either  as  to  dividends  or  upon  liquidation,
     dissolution or winding up) to the Series D Preferred Stock;
 
          (ii) declare or pay  dividends on or make  any other distributions  on
     any  shares of stock  ranking on a  parity (either as  to dividends or upon
     liquidation, dissolution or winding up) with the Series D Preferred  Stock,
     except  dividends paid ratably on the Series D Preferred Stock and all such
     parity stock on which dividends are payable or in arrears in proportion  to
     the  total  amounts  to which  the  holders  of all  such  shares  are then
     entitled;
 
          (iii) redeem or purchase or otherwise acquire for consideration shares
     of any  stock  ranking  on  a  parity  (either  as  to  dividends  or  upon
     liquidation,  dissolution or winding up) with the Series D Preferred Stock;
     provided that the Corporation may at any time redeem, purchase or otherwise
     acquire shares of any such parity stock in exchange for shares of any stock
     of  the  Corporation  ranking  junior  (either  as  to  dividends  or  upon
     dissolution, liquidation or winding up) to the Series D Preferred Stock; or
 
          (iv)  purchase or  otherwise acquire  for consideration  any shares of
     Series D Preferred Stock, or any shares  of stock ranking on a parity  with
     the  Series D Preferred  Stock, except in accordance  with a purchase offer
     made in writing or by publication (as determined by the Board of Directors)
     to all holders of such  shares upon such terms  as the Board of  Directors,
     after  consideration  of the  respective  annual dividend  rates  and other
     relative rights and preferences of the respective series and classes, shall
     determine in good faith will result  in fair and equitable treatment  among
     the respective series or classes.
 
     (b)  The Corporation shall not permit  any subsidiary of the Corporation to
purchase or  otherwise acquire  for consideration  any shares  of stock  of  the
Corporation unless the Corporation could, under subparagraph (a) of this Section
4, purchase or otherwise acquire such shares at such time and in such manner.
 
     5.  Liquidation Rights. Upon the liquidation,  dissolution or winding up of
the Corporation, whether voluntary or involuntary, no distribution shall be made
(a) to the holders of shares of stock ranking junior (either as to dividends  or
upon  liquidation, dissolution, or  winding up) to the  Series D Preferred Stock
unless, prior thereto, the holders of  shares of Series D Preferred Stock  shall
have received an
 
                                       12

amount  equal to  the accrued  and unpaid  dividends and  distributions thereon,
whether or not declared, to  the date of such payment,  plus an amount equal  to
the  greater of (i) $40 per share or (ii) an aggregate amount per share equal to
the Burlington Formula Number  then in effect times  the aggregate amount to  be
distributed  per share to holders of Burlington  Stock, or (b) to the holders of
stock ranking  on  a  parity  (either  as  to  dividends  or  upon  liquidation,
dissolution   or  winding  up)  with  the   Series  D  Preferred  Stock,  except
distributions made ratably on  the Series D Preferred  Stock and all other  such
parity stock in proportion to the total amounts to which the holders of all such
shares are entitled upon such liquidation, dissolution or winding up.
 
     6. Consolidation, Merger, etc. In case the Corporation shall enter into any
consolidation,   merger,   combination,  statutory   share  exchange   or  other
transaction in which the shares of Burlington Stock are exchanged for or changed
into other stock or  securities, cash or  any other property,  then in any  such
case  the then outstanding shares of Series  D Preferred Stock shall at the same
time be similarly  exchanged or  changed in  an amount  per share  equal to  the
Burlington  Formula Number then  in effect times the  aggregate amount of stock,
securities, cash or any other  property (payable in kind),  as the case may  be,
into which or for which each share of Burlington Stock is exchanged or changed.
 
     7.  Redemption; No  Sinking Fund.  (a) The  outstanding shares  of Series D
Preferred Stock may be  redeemed at the  option of the Board  of Directors as  a
whole, but not in part, at any time at which, in the good faith determination of
the  Board  of Directors,  no  person beneficially  owns  more than  10%  of the
aggregate voting  power represented  by all  the outstanding  shares of  capital
stock of the Corporation generally entitled to vote in the election of Directors
of  the Corporation, at a cash price per  share equal to (i) 125% of the product
of the  Burlington  Formula Number  times  the Market  Value  (as such  term  is
hereinafter  defined) of Burlington Stock, plus  (ii) all dividends which on the
redemption date have accrued on the shares to be redeemed and have not been paid
or declared and  a sum  sufficient for the  payment thereof  set apart,  without
interest.  The 'Market Value' on  any date shall be deemed  to be the average of
the daily closing prices, per share, of Burlington Stock for the 30  consecutive
Trading  Days immediately prior to  the date in question.  The closing price for
each Trading Day shall be the last sale price, regular way, or, in case no  such
sale  takes place on such Trading Day, the  average of the closing bid and asked
prices, regular way, in  either case as reported  in the principal  consolidated
transaction  reporting  system  if Burlington  Stock  is listed  or  admitted to
trading on a national securities exchange or, if Burlington Stock is not  listed
or  admitted to  trading on  any national  securities exchange,  the last quoted
price or, if not so quoted, the average of the high bid and low asked prices  in
the  over-the-counter  market,  as  reported  by  the  National  Association  of
Securities Dealers, Inc. Automated Quotations  System or such other system  then
in  use, or, if  on any such Trading  Day Burlington Stock is  not quoted by any
such organization, the average of the closing bid and asked prices as  furnished
by  a professional market maker making a  market in Burlington Stock selected by
the Board of Directors of the Corporation. If on any such Trading Day no  market
maker is making a market in Burlington Stock, the fair value of Burlington Stock
on  such Trading Day shall mean the fair value of Burlington Stock as determined
in good faith by the Board of Directors of the Corporation. 'Trading Day'  shall
mean  a  day  on  which  the principal  national  securities  exchange  on which
Burlington Stock is listed or admitted to trading is open for the transaction of
business or, if Burlington  Stock is not  listed or admitted  to trading on  any
national  securities exchange, a Monday,  Tuesday, Wednesday, Thursday or Friday
which is not a day  on which banking institutions  in the Borough of  Manhattan,
the  City of New York, are authorized or  obligated by law or executive order to
close.
 
     (b) The shares  of Series  D Preferred  Stock shall  not be  subject to  or
entitled to the operation of a retirement or sinking fund.
 
     8.  Ranking.  The Series  D Preferred  Stock shall  rank senior  to Brink's
Stock, Minerals Stock and Burlington Stock,  on a parity with the  Corporation's
Series  A Participating Cumulative Preferred Stock, par value $10 per share, and
the Corporation's Series B Participating  Cumulative Preferred Stock, par  value
$10  per  share,  and junior  to  all other  series  of Preferred  Stock  of the
Corporation,  unless  the  Board  of  Directors  shall  specifically   determine
otherwise  in  fixing  the  powers,  preferences  and  relative,  participating,
optional and  other  special  rights  of  the shares  of  such  series  and  the
qualifications, limitations and restrictions thereof.
 
                                       13

     9.  Fractional Shares. The Series D  Preferred Stock shall be issuable upon
exercise of  Pittston Burlington  Group  Rights issued  pursuant to  the  Rights
Agreement in whole shares or in any fraction of a share that is not smaller than
one  one-thousandth  (1/1000th) of  a  share or  any  integral multiple  of such
fraction. At the election of the Corporation,  prior to the first issuance of  a
share  or  a  fraction  of a  share  of  Series D  Preferred  Stock,  either (1)
certificates may be issued  to evidence such authorized  fraction of a share  of
Series  D Preferred  Stock, or (2)  any such  authorized fraction of  a share of
Series D Preferred Stock may be evidenced by depository receipts pursuant to  an
appropriate  agreement between the Corporation and  a depository selected by the
Corporation; provided that such agreement shall provide that the holders of such
depository receipts shall  have all  the rights, privileges  and preferences  to
which they are entitled as beneficial owners of the Series D Preferred Stock.
 
     10.  Reacquired Shares. Any shares of Series D Preferred Stock purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be  retired
and  canceled promptly after the acquisition thereof. All such shares shall upon
their cancelation  become authorized  but unissued  shares of  Preferred  Stock,
without  designation as to series until such  shares are once more designated as
part of a particular series by the Board of Directors pursuant to the provisions
of the first paragraph of Division II of Article III.
 
     11. Amendment. None of the powers, preferences and relative, participating,
optional and other special  rights of the Series  D Preferred Stock as  provided
herein  shall be amended in  any manner which would  alter or change the powers,
preferences, rights or privileges of the holders of Series D Preferred Stock  so
as  to affect them adversely without the affirmative vote of the holders of more
than 66 2/3% of the outstanding shares of Series D Preferred Stock, voting as  a
separate class.'
 
     IN  WITNESS  WHEREOF, The  Pittston Company  has  caused these  Articles of
Amendment to be duly executed  in its corporate name on  this 27th day of  July,
1993.
 
                                          THE PITTSTON COMPANY, 

                                          by  ..................................
                                            Name:
                                            Title:
 
Attest: 

by  ..................................
   Name:
   Title:
 
                                       14

                                                                     EXHIBIT B-1
 
                 [FORM OF RIGHT CERTIFICATE FOR BRINK'S RIGHTS]
 
CERTIFICATE NO. SCR-                                                      RIGHTS
 
NOT EXERCISABLE AFTER SEPTEMBER 25, 1997, OR EARLIER IF REDEEMED. THE RIGHTS ARE
SUBJECT  TO REDEMPTION, AT THE OPTION OF THE  COMPANY, AT $.01 PER RIGHT, ON THE
TERMS SET FORTH IN THE RIGHTS  AGREEMENT. UNDER NO CIRCUMSTANCES MAY THIS  RIGHT
CERTIFICATE  OR THE RIGHTS EVIDENCED BY THIS RIGHT CERTIFICATE BE TRANSFERRED TO
AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS EACH
SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) OR TO ANY PERSON WHO  SUBSEQUENTLY
BECOMES  SUCH A PERSON AND  ANY PURPORTED TRANSFER OF  RIGHTS TO ANY SUCH PERSON
SHALL BE, AND  SHALL RENDER  THE RIGHTS PURPORTED  TO BE  TRANSFERRED, NULL  AND
VOID.
 
                    PITTSTON BRINK'S GROUP RIGHT CERTIFICATE
                              THE PITTSTON COMPANY
 
     This  certifies that                       , or registered  assigns, is the
registered owner of the number of  Pittston Brink's Group Rights (the  'Rights')
set forth above, each of which entitles the owner thereof, subject to the terms,
provisions  and conditions of the Amended and Restated Rights Agreement dated as
of December [xx], 1995 (the 'Rights Agreement'), between The Pittston Company, a
Virginia corporation  (the 'Company'),  and Chemical  Bank, a  New York  banking
corporation,  as Rights Agent (the 'Rights  Agent'), unless the Rights evidenced
hereby shall have been previously redeemed, to purchase from the Company at  any
time  after the Distribution Date (as defined in the Rights Agreement) and prior
to 5:00 p.m., New York City time, on September 25, 1997 (the 'Expiration Date'),
at the principal office of the Rights Agent, or its successors as Rights  Agent,
in  New  York,  New  York,  one  one-thousandth  (1/1000th)  of  a  fully  paid,
nonassessable share of  Series A Participating  Cumulative Preferred Stock,  par
value  $10 per  share, of  the Company (the  'Preferred Shares'),  at a purchase
price of  $40  per one  one-thousandth  (1/1000th)  of a  share  (the  'Purchase
Price'), upon presentation and surrender of this Right Certificate with the Form
of Election to Purchase duly executed.
 
     The Purchase Price and the number and kind of shares which may be purchased
upon  exercise of each Right  evidenced by this Right  Certificate, as set forth
above, are the Purchase Price and the number and kind of shares which may be  so
purchased  as of December [xx],  1995. As provided in  the Rights Agreement, the
Purchase Price and the number and kind of shares which may be purchased upon the
exercise of  each Right  evidenced  by this  Right  Certificate are  subject  to
modification and adjustment upon the happening of certain events.
 
     Under  no circumstances may this Right  Certificate or the Rights evidenced
by this Right Certificate be transferred to an Acquiring Person or an  Affiliate
or  Associate of an Acquiring Person (as each such term is defined in the Rights
Agreement) or  to any  Person who  subsequently becomes  such a  Person and  any
purported  transfer of Rights to any such  Person shall be, and shall render the
Rights purported to be transferred, null and void.
 
     This Right  Certificate  is  subject  to  all  the  terms,  provisions  and
conditions  of the Rights Agreement, which  terms, provisions and conditions are
hereby incorporated herein  by reference  and made a  part hereof  and to  which
reference  to the Rights Agreement is hereby  made for a full description of the
rights, limitations of rights, obligations,  duties and immunities hereunder  of
the  Rights Agent, the Company and the holders of the Right Certificates. Copies
of the Rights Agreement are on file at the above-mentioned office of the  Rights
Agent and are also available from the Company upon written request.
 
     This  Rights Certificate,  with or  without other  Right Certificates, upon
surrender at  the principal  stock transfer  or corporate  trust office  of  the
Rights Agent, may be exchanged for another Right

Certificate  or  Right Certificates  of like  tenor  and date  evidencing Rights
entitling the holder to purchase a like  aggregate number and kind of shares  as
the  Rights evidenced by the Right Certificate or Right Certificates surrendered
shall have entitled such holder to purchase. If this Right Certificate shall  be
exercised  in  part, the  holder shall  be entitled  to received  upon surrender
hereof another Right Certificate or Right  Certificates for the number of  whole
Rights not exercised.
 
     Subject  to the provisions of the Rights Agreement, the Rights evidenced by
this Right  Certificate may  be  redeemed by  the Company  at  its option  at  a
redemption  price (in cash or securities deemed  by the Board of Directors to be
equivalent in value) of $.01 per Right at any time prior to the earliest of  (i)
5:00  p.m. New  York City  time on  the tenth  calendar day  following the Share
Acquisition Date,  (ii)  the occurrence  of  a  Triggering Event  or  (iii)  the
Expiration  Date;  provided, however,  that after  there  shall be  an Acquiring
Person the  Rights may  be redeemed  only  if a  majority of  the  Disinterested
Directors  determines  that such  redemption  is in  the  best interests  of the
Company (all terms as defined in the Rights Agreement).
 
     The Company may, but shall not be required to, issue fractions of Preferred
Shares or distribute certificates which  evidence fractions of Preferred  Shares
upon  the exercise of any  Right or Rights evidenced  hereby. In lieu of issuing
fractional shares, the Company may elect to  make a cash payment as provided  in
the   Rights  Agreement  or  to  issue  certificates  or  utilize  a  depository
arrangement as provided in the terms of the Preferred Shares.
 
     No holder of this  Right Certificate shall be  entitled to vote or  receive
dividends  or be deemed for any purpose the holder of the Preferred Shares or of
any other securities of  the Company which  may at any time  be issuable on  the
exercise  hereof, nor shall anything contained in the Rights Agreement or herein
be construed to confer upon the holder hereof,  as such, any of the rights of  a
shareholder of the Company, including, without limitation, any right to vote for
the  election of directors or  upon any matter submitted  to shareholders at any
meeting thereof, or to give or withhold  consent to any corporate action, or  to
receive  notice of meetings  or other actions  affecting shareholders (except as
provided  in  the  Rights   Agreement),  or  to   receive  dividends  or   other
distributions  or subscription rights,  or otherwise, until  the Right or Rights
evidenced by this  Right Certificate shall  have been exercised  as provided  in
accordance with the provisions of the Rights Agreement.
 
     This  Right Certificate  shall not be  valid or obligatory  for any purpose
until it shall have been countersigned by the Rights Agent.
 
     WITNESS the facsimile signature of the  proper officers of the Company  and
its corporate seal.
 
Dated as of:
 
                                          THE PITTSTON COMPANY,
 
                                          by  ..................................
                                             [Name:]
                                             [Title:]
 
Attest:
 
by  ..................................
    [Name:]
    [Title:]
 
Countersigned:
 
CHEMICAL BANK, as Rights Agent,
 
by  ..................................
          Authorized Signature
 
                                       2

                                                                     EXHIBIT B-2
 
                [FORM OF RIGHT CERTIFICATE FOR MINERALS RIGHTS]
 
CERTIFICATE NO. MR-                                                       RIGHTS
 
NOT EXERCISABLE AFTER SEPTEMBER 25, 1997, OR EARLIER IF REDEEMED. THE RIGHTS ARE
SUBJECT  TO REDEMPTION, AT THE OPTION OF THE  COMPANY, AT $.01 PER RIGHT, ON THE
TERMS SET FORTH IN THE RIGHTS  AGREEMENT. UNDER NO CIRCUMSTANCES MAY THIS  RIGHT
CERTIFICATE  OR THE RIGHTS EVIDENCED BY THIS RIGHT CERTIFICATE BE TRANSFERRED TO
AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS EACH
SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) OR TO ANY PERSON WHO  SUBSEQUENTLY
BECOMES  SUCH A PERSON AND  ANY PURPORTED TRANSFER OF  RIGHTS TO ANY SUCH PERSON
SHALL BE, AND  SHALL RENDER  THE RIGHTS PURPORTED  TO BE  TRANSFERRED, NULL  AND
VOID.
 
                   PITTSTON MINERALS GROUP RIGHT CERTIFICATE
                              THE PITTSTON COMPANY
 
     This certifies that                         , or registered assigns, is the
registered  owner of the number of Pittston Minerals Group Rights (the 'Rights')
set forth above, each of which entitles the owner thereof, subject to the terms,
provisions and conditions of the Amended and Restated Rights Agreement dated  as
of December [xx], 1995 (the 'Rights Agreement'), between The Pittston Company, a
Virginia  corporation (the  'Company'), and  Chemical Bank,  a New  York banking
corporation, as Rights Agent (the  'Rights Agent'), unless the Rights  evidenced
hereby  shall have been previously redeemed, to purchase from the Company at any
time after the Distribution Date (as defined in the Rights Agreement) and  prior
to 5:00 p.m., New York City time, on September 25, 1997 (the 'Expiration Date'),
at  the principal office of the Rights Agent, or its successors as Rights Agent,
in  New  York,  New  York,  one  one-thousandth  (1/1000th)  of  a  fully  paid,
nonassessable  share of Series  B Participating Cumulative  Preferred Stock, par
value $10 per  share, of  the Company (the  'Preferred Shares'),  at a  purchase
price  of  $40  per one  one-thousandth  (1/1000th)  of a  share  (the 'Purchase
Price'), upon presentation and surrender of this Right Certificate with the Form
of Election to Purchase duly executed.
 
     The Purchase Price and the number and kind of shares which may be purchased
upon exercise of each  Right evidenced by this  Right Certificate, as set  forth
above,  are the Purchase Price and the number and kind of shares which may be so
purchased as of December  [xx], 1995. As provided  in the Rights Agreement,  the
Purchase Price and the number and kind of shares which may be purchased upon the
exercise  of  each Right  evidenced  by this  Right  Certificate are  subject to
modification and adjustment upon the happening of certain events.
 
     Under no circumstances may this  Right Certificate or the Rights  evidenced
by  this Right Certificate be transferred to an Acquiring Person or an Affiliate
or Associate of an Acquiring Person (as each such term is defined in the  Rights
Agreement)  or to  any Person  who subsequently  becomes such  a Person  and any
purported transfer of Rights to any such  Person shall be, and shall render  the
Rights purported to be transferred, null and void.
 
     This  Right  Certificate  is  subject  to  all  the  terms,  provisions and
conditions of the Rights Agreement,  which terms, provisions and conditions  are
hereby  incorporated herein  by reference  and made a  part hereof  and to which
reference to the Rights Agreement is hereby  made for a full description of  the
rights,  limitations of rights, obligations,  duties and immunities hereunder of
the Rights Agent, the Company and the holders of the Right Certificates.  Copies
of  the Rights Agreement are on file at the above-mentioned office of the Rights
Agent and are also available from the Company upon written request.

     This Rights Certificate,  with or  without other  Right Certificates,  upon
surrender  at  the principal  stock transfer  or corporate  trust office  of the
Rights  Agent,  may  be  exchanged  for  another  Right  Certificate  or   Right
Certificates  of like tenor  and date evidencing Rights  entitling the holder to
purchase a like aggregate number and kind  of shares as the Rights evidenced  by
the Right Certificate or Right Certificates surrendered shall have entitled such
holder  to purchase. If this  Right Certificate shall be  exercised in part, the
holder shall  be  entitled  to  received upon  surrender  hereof  another  Right
Certificate or Right Certificates for the number of whole Rights not exercised.
 
     Subject  to the provisions of the Rights Agreement, the Rights evidenced by
this Right  Certificate may  be  redeemed by  the Company  at  its option  at  a
redemption  price (in cash or securities deemed  by the Board of Directors to be
equivalent in value) of $.01 per Right at any time prior to the earliest of  (i)
5:00  p.m. New  York City  time on  the tenth  calendar day  following the Share
Acquisition Date,  (ii)  the occurrence  of  a  Triggering Event  or  (iii)  the
Expiration  Date;  provided, however,  that after  there  shall be  an Acquiring
Person the  Rights may  be redeemed  only  if a  majority of  the  Disinterested
Directors  determines  that such  redemption  is in  the  best interests  of the
Company (all terms as defined in the Rights Agreement).
 
     The Company may, but shall not be required to, issue fractions of Preferred
Shares or distribute certificates which  evidence fractions of Preferred  Shares
upon  the exercise of any  Right or Rights evidenced  hereby. In lieu of issuing
fractional shares, the Company may elect to  make a cash payment as provided  in
the   Rights  Agreement  or  to  issue  certificates  or  utilize  a  depository
arrangement as provided in the terms of the Preferred Shares.
 
     No holder of this  Right Certificate shall be  entitled to vote or  receive
dividends  or be deemed for any purpose the holder of the Preferred Shares or of
any other securities of  the Company which  may at any time  be issuable on  the
exercise  hereof, nor shall anything contained in the Rights Agreement or herein
be construed to confer upon the holder hereof,  as such, any of the rights of  a
shareholder of the Company, including, without limitation, any right to vote for
the  election of directors or  upon any matter submitted  to shareholders at any
meeting thereof, or to give or withhold  consent to any corporate action, or  to
receive  notice of meetings  or other actions  affecting shareholders (except as
provided  in  the  Rights   Agreement),  or  to   receive  dividends  or   other
distributions  or subscription rights,  or otherwise, until  the Right or Rights
evidenced by this  Right Certificate shall  have been exercised  as provided  in
accordance with the provisions of the Rights Agreement.
 
     This  Right Certificate  shall not be  valid or obligatory  for any purpose
until it shall have been countersigned by the Rights Agent.
 
     WITNESS the facsimile signature of the  proper officers of the Company  and
its corporate seal.
 
Dated as of:
 
                                          THE PITTSTON COMPANY,
 
                                          by  ..................................
                                             [Name:]
                                             [Title:]
 
Attest:
 
by  ..................................
    [Name:]
    [Title:]
 
Countersigned:
 
CHEMICAL BANK, as Rights Agent,
 
by  ..................................
          Authorized Signature
 
                                       2

                                                                     EXHIBIT B-3
 
               [FORM OF RIGHT CERTIFICATE FOR BURLINGTON RIGHTS]
 
CERTIFICATE NO. SCR-                                                      RIGHTS
 
NOT EXERCISABLE AFTER SEPTEMBER 25, 1997, OR EARLIER IF REDEEMED. THE RIGHTS ARE
SUBJECT  TO REDEMPTION, AT THE OPTION OF THE  COMPANY, AT $.01 PER RIGHT, ON THE
TERMS SET FORTH IN THE RIGHTS  AGREEMENT. UNDER NO CIRCUMSTANCES MAY THIS  RIGHT
CERTIFICATE  OR THE RIGHTS EVIDENCED BY THIS RIGHT CERTIFICATE BE TRANSFERRED TO
AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS EACH
SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) OR TO ANY PERSON WHO  SUBSEQUENTLY
BECOMES  SUCH A PERSON AND  ANY PURPORTED TRANSFER OF  RIGHTS TO ANY SUCH PERSON
SHALL BE, AND  SHALL RENDER  THE RIGHTS PURPORTED  TO BE  TRANSFERRED, NULL  AND
VOID.
 
                  PITTSTON BURLINGTON GROUP RIGHT CERTIFICATE
                              THE PITTSTON COMPANY
 
     This certifies that                         , or registered assigns, is the
registered  owner  of  the  number  of  Pittston  Burlington  Group  Rights (the
'Rights') set forth above, each of which entitles the owner thereof, subject  to
the  terms,  provisions  and  conditions  of  the  Amended  and  Restated Rights
Agreement dated as of December [xx], 1995 (the 'Rights Agreement'), between  The
Pittston  Company, a Virginia corporation (the  'Company'), and Chemical Bank, a
New York banking corporation, as Rights  Agent (the 'Rights Agent'), unless  the
Rights  evidenced hereby shall  have been previously  redeemed, to purchase from
the Company at any time  after the Distribution Date  (as defined in the  Rights
Agreement)  and prior to  5:00 p.m., New  York City time,  on September 25, 1997
(the 'Expiration Date'),  at the principal  office of the  Rights Agent, or  its
successors as Rights Agent, in New York, New York, one one-thousandth (1/1000th)
of  a  fully  paid, nonassessable  share  of Series  D  Participating Cumulative
Preferred Stock,  par  value $10  per  share,  of the  Company  (the  'Preferred
Shares'),  at a  purchase price  of $40 per  one one-thousandth  (1/1000th) of a
share (the  'Purchase Price'),  upon presentation  and surrender  of this  Right
Certificate with the Form of Election to Purchase duly executed.
 
     The Purchase Price and the number and kind of shares which may be purchased
upon  exercise of each Right  evidenced by this Right  Certificate, as set forth
above, are the Purchase Price and the number and kind of shares which may be  so
purchased  as of December [xx],  1995. As provided in  the Rights Agreement, the
Purchase Price and the number and kind of shares which may be purchased upon the
exercise of  each Right  evidenced  by this  Right  Certificate are  subject  to
modification and adjustment upon the happening of certain events.
 
     Under  no circumstances may this Right  Certificate or the Rights evidenced
by this Right Certificate be transferred to an Acquiring Person or an  Affiliate
or  Associate of an Acquiring Person (as each such term is defined in the Rights
Agreement) or  to any  Person who  subsequently becomes  such a  Person and  any
purported  transfer of Rights to any such  Person shall be, and shall render the
Rights purported to be transferred, null and void.
 
     This Right  Certificate  is  subject  to  all  the  terms,  provisions  and
conditions  of the Rights Agreement, which  terms, provisions and conditions are
hereby incorporated herein  by reference  and made a  part hereof  and to  which
reference  to the Rights Agreement is hereby  made for a full description of the
rights, limitations of rights, obligations,  duties and immunities hereunder  of
the  Rights Agent, the Company and the holders of the Right Certificates. Copies
of the Rights Agreement are on file at the above-mentioned office of the  Rights
Agent and are also available from the Company upon written request.

     This  Rights Certificate,  with or  without other  Right Certificates, upon
surrender at  the principal  stock transfer  or corporate  trust office  of  the
Rights   Agent,  may  be  exchanged  for  another  Right  Certificate  or  Right
Certificates of like tenor  and date evidencing Rights  entitling the holder  to
purchase  a like aggregate number and kind  of shares as the Rights evidenced by
the Right Certificate or Right Certificates surrendered shall have entitled such
holder to purchase. If  this Right Certificate shall  be exercised in part,  the
holder  shall  be  entitled  to received  upon  surrender  hereof  another Right
Certificate or Right Certificates for the number of whole Rights not exercised.
 
     Subject to the provisions of the Rights Agreement, the Rights evidenced  by
this  Right  Certificate may  be  redeemed by  the Company  at  its option  at a
redemption price (in cash or securities deemed  by the Board of Directors to  be
equivalent  in value) of $.01 per Right at any time prior to the earliest of (i)
5:00 p.m. New  York City  time on  the tenth  calendar day  following the  Share
Acquisition  Date,  (ii)  the occurrence  of  a  Triggering Event  or  (iii) the
Expiration Date;  provided, however,  that  after there  shall be  an  Acquiring
Person  the  Rights may  be redeemed  only  if a  majority of  the Disinterested
Directors determines  that such  redemption  is in  the  best interests  of  the
Company (all terms as defined in the Rights Agreement).
 
     The Company may, but shall not be required to, issue fractions of Preferred
Shares  or distribute certificates which  evidence fractions of Preferred Shares
upon the exercise of any  Right or Rights evidenced  hereby. In lieu of  issuing
fractional  shares, the Company may elect to  make a cash payment as provided in
the  Rights  Agreement  or  to  issue  certificates  or  utilize  a   depository
arrangement as provided in the terms of the Preferred Shares.
 
     No  holder of this Right  Certificate shall be entitled  to vote or receive
dividends or be deemed for any purpose the holder of the Preferred Shares or  of
any  other securities of  the Company which may  at any time  be issuable on the
exercise hereof, nor shall anything contained in the Rights Agreement or  herein
be  construed to confer upon the holder hereof,  as such, any of the rights of a
shareholder of the Company, including, without limitation, any right to vote for
the election of directors  or upon any matter  submitted to shareholders at  any
meeting  thereof, or to give or withhold  consent to any corporate action, or to
receive notice of meetings  or other actions  affecting shareholders (except  as
provided   in  the  Rights   Agreement),  or  to   receive  dividends  or  other
distributions or subscription rights,  or otherwise, until  the Right or  Rights
evidenced  by this  Right Certificate shall  have been exercised  as provided in
accordance with the provisions of the Rights Agreement.
 
     This Right Certificate  shall not be  valid or obligatory  for any  purpose
until it shall have been countersigned by the Rights Agent.
 
     WITNESS  the facsimile signature of the  proper officers of the Company and
its corporate seal.
 
Dated as of:
 
                                          THE PITTSTON COMPANY,
 
                                          by  ..................................
                                             [Name:]
                                             [Title:]
 
Attest:
 
by  ..................................
    [Name:]
    [Title:]
 
Countersigned:
 
CHEMICAL BANK, as Rights Agent,
 
by  ..................................
          Authorized Signature
 
                                       2

                     [ON REVERSE SIDE OF RIGHT CERTIFICATE]
                               FORM OF ASSIGNMENT
                  (TO BE EXECUTED BY THE REGISTERED HOLDER IF
      SUCH HOLDER DESIRES TO TRANSFER THE RIGHTS REPRESENTED BY THIS RIGHT
                                 CERTIFICATE.)
 
     FOR VALUE RECEIVED.........................................................
 
hereby sells, assigns and transfers unto........................................
 
 ...............................................................................
 
                 (PLEASE PRINT NAME AND ADDRESS OF TRANSFEREE)
 
 ...............................................................................
this Right Certificate, together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint
 .......................... Attorney, to transfer  the within Right  Certificate
on the books of the within-named Company, with full power of substitution.
 
Dated:                         , 19
 
                                           .....................................
                                                        Signature
 
Signature Guaranteed:
 
                                  CERTIFICATE
 
     The undersigned hereby certifies by checking the appropriate boxes that:
 
          (1)  this Right Certificate [   ] is [  ]  is not being sold, assigned
     and transferred by  or on behalf  of a Person  who is or  was an  Acquiring
     Person  or an Affiliate or Associate of  any such Acquiring Person (as such
     terms are defined in the Rights Agreement);
 
          (2) after due inquiry and to the best knowledge of the undersigned, it
     [   ]  did [    ]  did not  acquire  the  Rights evidenced  by  this  Right
     Certificate  from  any Person  who  is or  was  an Acquiring  Person  or an
     Affiliate or Associate of an Acquiring Person.
 
Dated:                         , 19
 
                                           .....................................
                                                        Signature
 
Signature Guaranteed:
 
                                     NOTICE
 
     The signature  on the  foregoing Form  of Assignment  and Certificate  must
correspond  to the name  as written upon  the face of  this Right Certificate in
every particular, without alteration or enlargement or any change whatsoever.
 
                                       3

                                                                   EXHIBIT 23.2

                    INDEPENDENT AUDITORS' REPORT AND CONSENT

The Board of Directors and Shareholders
The Pittston Company

The audits  referred to in our reports  dated  September  29, 1995 for  Pittston
Burlington  Group and Pittston  Brink's  Group,  included the related  financial
statement  schedules as of December  31, 1994,  and for each of the years in the
three-year  period  ended  December  31,  1994,  included  in  the  registration
statement.  These financial  statement  schedules are the  responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statement  schedules based on our audits. In our opinion,  the Groups'
financial  statement  schedules,  when  considered in relation to the respective
basic combined  financial  statements of Pittston  Burlington Group and Pittston
Brink's  Group taken as a whole,  present  fairly in all  material  respects the
information set forth therein.

We consent to the use of our reports dated January 25, 1995 on the  consolidated
financial statements and schedules for The Pittston Company and subsidiaries and
on the  financial  statements  for the Pittston  Minerals  Group and our reports
dated  September  29, 1995 on the  financial  statements  and  schedules for the
Pittston  Burlington  Group and the Pittston  Brink's Group  included  herein or
incorporated  by  reference  and to the  reference to our firm under the heading
"Experts" in the prospectus.

Our reports dated January 25, 1995 for Pittston Minerals Group and September 29,
1995 for  Pittston  Burlington  Group and  Pittston  Brink's  Group  contain  an
explanatory  paragraph  that states that the  financial  statements  of Pittston
Minerals Group,  Pittston  Burlington Group and Pittston Brink's Group should be
read in connection  with the audited  consolidated  financial  statements of The
Pittston Company and subsidiaries.

                                          KPMG PEAT MARWICK LLP

Stamford, Connecticut 
September 29, 1995