SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-K
 (Mark One)
    [X]
             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934 [FEE REQUIRED]
             For the fiscal year ended December 31, 1995

                                       OR

    [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
             For the transition period from ______________ to _____________
             Commission file number 1-9148

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

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

                P.O. Box 120070,
            100 First Stamford Place,
              Stamford, Connecticut                                              06912-0070
    (Address of principal executive offices)                                     (Zip Code)

  Registrant's telephone number, including area code                           (203) 978-5200
  Securities registered pursuant to Section 12(b) of the Act:

                                                                           Name of each exchange on
                Title of each class                                             which registered
                -------------------                                        ------------------------
  Pittston Brink's Group Common Stock, Par Value $1                         New York Stock Exchange
  Pittston Burlington Group Common Stock, Par Value $1                      New York Stock Exchange
  Pittston Minerals Group Common Stock, Par Value $1                        New York Stock Exchange
  4% Subordinated Debentures Due July 1, 1997                               New York Stock Exchange
  Rights to Purchase Series A Participating Cumulative Preferred Stock      New York Stock Exchange
  Rights to Purchase Series B Participating Cumulative Preferred Stock      New York Stock Exchange
  Securities registered pursuant to Section 12(g) of the Act:                        None

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

                               Yes [X]      No [ ]

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

      As of March 1, 1996, there were issued and outstanding 41,573,743 shares
of Pittston Brink's Group common stock, 20,786,872 shares of Pittston Burlington
Group common stock and 8,405,908 shares of Pittston Minerals Group common stock.
The aggregate market value of such stocks held by nonaffiliates, as of that
date, was $923,075,741, $342,959,562 and $121,194,593, respectively.

      Documents incorporated by reference: Portions of the Registrant's
definitive Proxy Statement to be filed pursuant to Regulation 14A(Part III).

PART I

ITEMS 1 AND 2. BUSINESS AND PROPERTIES
- --------------------------------------------------------------------------------

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 1995 are Brink's, BHS, Burlington
Air Express, Coal and Mineral Ventures. See Note 16 to the Company's
Consolidated Financial Statements. The information set forth with respect to
"Business" and "Properties" is as of December 31, 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 December 31,
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 ("Mineral Ventures").

The Company has a total of approximately 26,000 employees.

PITTSTON BRINK'S GROUP

Pittston Brink's Group (the "Brink's Group") consists of the armored car, air
courier and related services of Brink's, and the home security business of BHS.

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 144 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 32% of
Brink's total

reported 1995 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'tm' 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.

Brink's has a wholly owned subsidiary that develops highly flexible deposit
processing and vault management software systems for the financial services
industry and Brink's own locations. Brink's offers a total processing package
and the ability to tie together a full range of cash vault, ATM,

                                       2

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, Russia 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, a 50.5%
interest in a subsidiary in Colombia 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 Panama, Peru and Venezuela. In the Asia/Pacific region wholly owned
subsidiaries of Brink's operate in Australia and China, 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 in which it operates. 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 advantages. 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. In addition,
Brink's has filed for patents relating to a new product called CompuSafe'tm'
which has been designed to streamline the handling and management of cash
receipts.

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 was subject to regulation in the United States
by the Interstate Commerce Commission ("ICC") through the end of 1995, when the
commission was terminated by an act of Congress. In 1996, the operations of
Brink's are subject to regulation by the United States Department of
Transportation with respect to safety of operation and equipment and financial
responsibility. Intrastate, in the United States, and intraprovince and
interprovince operations in Canada are subject to regulation by state and by
Canadian Dominion and provincial regulatory authorities, respectively.

EMPLOYEE RELATIONS

Brink's has approximately 8,300 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 7,200 employees
outside North America. In the United States, two locations (12 employees) are
covered by collective bargaining agreements. At December 31, 1995, Brink's was a
party to two United States and nine Canadian collective bargaining agreements
with various

                                       3

local unions covering approximately 1,400 employees, most of whom are employees
in Canada and members of unions affiliated with the International Brotherhood of
Teamsters. Negotiations are continuing for three agreements that expired in
1995, and the remainder will expire after 1996.

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 181 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 106 facilities held
under long-term leases, while the remaining 75 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, 300 panel trucks and 230 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 4,600 armored
vehicles.

BRINK'S HOME SECURITY ("BHS")

GENERAL
BHS is engaged in the business of installing, servicing and monitoring
electronic security systems primarily in owner-occupied, single-family
residences. At December 31, 1995, BHS was monitoring approximately 379,000
systems, including 82,000 new subscribers since December 31, 1994, and was
servicing 52 metropolitan areas in 29 states, the District of Columbia and
Canada. Five 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 1996.

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

                                       4

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. Since these false alarms
are generally not attributable to equipment failures, BHS does not anticipate
any significant capital expenditures will be required as a result thereof.
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. In February 1996, a Federal
telecommunications reform bill was enacted which contained provisions specific
to the alarm industry. The key provisions include a five year waiting period
prior to entry for the six regional Bell operating companies ("RBOCs") not
already providing alarm service, a prohibition against further purchases of
alarm companies and their accounts by the one RBOC, Ameritech, which has already
become a significant competitor in the industry, a prohibition against
cross-subsidiarization by an RBOC of any alarm subsidiaries, a prohibition
against any RBOC's accessing lists of alarm company customers and an expedited
complaint process. Consequently, RBOC's could become significant competitors in
the home security business, BHS believes that the quality of its service
compares favorably with that provided by current competitors and that the
Brink's name and reputation will continue to provide an important competitive
advantage subsequent to the completion of the five year waiting period.

EMPLOYEES
BHS has approximately 1,700 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 1997. 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 1997. The lease for the backup monitoring
center in Arlington, Texas, expires in 1998. BHS retains ownership of nearly all
the approximately 379,000 systems currently being monitored.

When a current customer cancels the monitoring service and does not move, it is
BHS's policy to temporarily disable the system and not incur the cost of
retrieving it (at which point any remaining book value of the equipment is
written off). Retaining ownership prevents another alarm company from providing
services using BHS security equipment. On the other hand, when a current
customer cancels the monitoring service because of a move, the retention of
ownership of the equipment facilitates the marketing of the monitoring service
to the new homeowner. BHS leases all the vehicles used for installation and
servicing of its security systems.

PITTSTON BURLINGTON GROUP

Pittston Burlington Group (the "Burlington Group") consists of the air freight
and logistics management services business of Burlington.

BURLINGTON

GENERAL
Burlington is primarily engaged in North American overnight and second day
freight, 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 . A variety of ancillary services,
such as shipment tracking, inventory control and management reports are also
provided. Internationally, Burlington offers a similar variety of services
including ocean forwarding, door-to-door delivery and standard and expedited air
freight services.

                                       5

Burlington provides air freight service to all North American business
communities 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+, 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 domestic 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 30 leased or contracted and two owned 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, 1995, Burlington utilized 17 DC8's (including 11
DC8-71 aircraft) under leases for terms expiring between 1996 and 1999. Two B727
aircraft are owned. Thirteen additional cargo aircraft were under contract at
December 31, 1995, 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 four 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, 1995, 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, 1995, 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 1995, Burlington
spent approximately $22 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.

                                       6

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 1995, no single customer accounted for more than 3% of
Burlington's 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 industries have been and are
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 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 reengined 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.

                                       7

INTERNATIONAL OPERATIONS
Burlington's international operations accounted for approximately 62% of its
revenues in 1995. 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 1,500 are classified as part-time. Approximately 175 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 agreement for
Toronto, Canada expires in 1996. Burlington did not experience any significant
strike or work stoppage 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 257 (114 domestic and 143 international) stations with
Burlington personnel, and has agency agreements at an additional 235 (57
domestic and 178 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 230 automobiles as well as 166 vans and trucks utilized in station
work or for hauling freight between airport facilities and Burlington's
stations.

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 operations. Revenues from such
activities currently represent approximately 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 and eastern Kentucky 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.

                                       8

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 much of which can be
produced 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 1994 coal accounted for approximately 55% of
the electricity generated by the electric utility industry essentially equal to
the level in 1984. 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, the ongoing 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. In 1995, Coal operations made
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 the unusually large decline in
1994. 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. For the contract year beginning
April 1, 1996, pricing is expected to remain at or modestly lower than 1995
levels.

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. In addition, it acquired
four highwall mining systems for $18.2 million, of which two were eventually
financed under a sale-leaseback arrangement. Subsequently, in January of 1994,
Coal operations acquired substantially all of the remaining coal mining
operations and coal sales contracts of Addington, adding approximately 8.3
million tons of annual low sulphur steam coal production in 1994 and 6.4 million
tons in 1995. The acquisition also provides additional reserves of surface
minable 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 its costs and 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. The Dundas operation in Ohio, as well as the
related coal supply contract with Cincinnati Gas & Electric, were sold in
November 1995 to Waterloo Coal Company for a note and a royalty receivable
valued at $6.9 million. The Dundas operation and the CG&E contract had been
acquired as part of the Addington transaction.

                                       9

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 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% in 1995.

PRODUCTION
The following table indicates the approximate tonnage of coal purchased and
produced by the Coal operations for the years ended 1995, 1994 and 1993:

                            Years Ended December 31
(In thousands of tons)          1995    1994   1993
- ---------------------------------------------------
                                   
PRODUCED:
Deep                           3,982   4,857  7,061
Surface                       12,934  15,107  7,492
Contract                       1,941   2,364  2,521
- ---------------------------------------------------
                              18,857  22,328 17,074
Purchased                      6,047   5,826  4,533
- ---------------------------------------------------
Total                         24,904  28,154 21,607
===================================================

Of the coal production in 1995, approximately 23% was produced for sale as
metallurgical coal and 77% 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 large hydraulic shovels and 150 ton trucks to remove rock and
overburden and uncover coal at a low cost. In 1995, this operation produced 2.1
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 is being shipped from the
Rum Creek loading facility, which has been upgraded at the cost of $6.1 million
to load 10,000 ton unit trains in four hours, thereby reducing the delivered
cost to the customer. In 1995 due to weak market conditions, production from
Bandmill Mine was reduced, but is expected to resume full production capacity in
1996.

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 August 1995,
the four highwall mining systems acquired as a part of the March 1992 Addington
transaction were disposed. 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 July 1995, one of these
operations was temporarily idled. During the fourth quarter of 1995 the
Dundas operation was sold, and production at the idled facility was resumed.

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 at operations whose employees are represented by the UMWA. 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 years ended December 31, 1995, 1994 and 1993 in the domestic
(North American) and export markets and by categories of customers:

(In thousands,                    Years Ended December 31
except per ton amounts)             1995    1994   1993
- ---------------------------------------------------------
DOMESTIC:
 Steel and coke producers             736    769   1,854
 Utility, industrial and other     15,846 18,198  10,277
- --------------------------------------------------------
                                   16,582  18,967 12,131
EXPORT:
 Utility, industrial and other        102      --     --
 Steel and coke producers           7,712   9,115  9,821
- --------------------------------------------------------
Total sold                         24,396  28,082 21,952
========================================================
Average selling price per ton      $28.81   27.70  29.65
========================================================

For the year ended December 31, 1995, Coal operations sold approximately 24.4
million tons of coal, of which approximately 17.4 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 December 31, 1995, approximately 69.5 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.

During 1995, the ten largest domestic customers purchased 11.9 million tons of
coal (49% of total coal sales and 71% of domestic coal sales, by tonnage). The
three largest domestic customers purchased 6.8 million tons of coal for the year
ended December

                                       10

31, 1995 (28% of total coal sales and 41% of domestic coal sales, by tonnage).
American Electric Power Company purchased 4.1 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 7.8 million tons of coal sold in the export market in 1995, the ten
largest customers accounted for 5.0 million tons (20% of total coal sales and
64% of export coal sales, by tonnage) and the three largest customers purchased
2.2 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
2.7 million tons, or 35%, of Coal operations' export coal sales of metallurgical
coal in 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 was 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 steam 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 have generally depreciated against the United
States dollar. 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 has reduced the demand for metallurgical coal of all
types.

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.

                                       11

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 in the Western District of Virginia
against the Secretary of Interior and the Commonwealth 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 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. In August 1995 the
District Court in the District of Columbia upheld the facial validity of the
rules.

On October 6, 1995, the Fourth Circuit affirmed the dismissal of the Company's
case on jurisdictional grounds. At the request of the Company, however, the
court left the injunction in effect pending the Company's filing of a petition
for a writ of certiorari in the United States Supreme Court. This petition was
filed in January 1996, and it will be several months thereafter before the
Supreme Court decides whether to hear the case. If the Supreme Court refuses to
hear the case or affirms, the Company will ask the Fourth Circuit to transfer
the case to the District of Columbia.

Coal operations has agreed to a settlement of contractor liabilities with the
Commonwealth of Virginia, where almost all of the contractors in question
operated. In this settlement, which has been approved by the Governor of
Virginia, Coal operations agreed to reimburse the state approximately $.2
million in reclamation costs and to complete reclamation at several contractor
sites. Under the agreement, Pittston will have no further liability to the
Commonwealth for these contractors.

Coal operations is also in the process of completing a settlement with OSM,
which retains oversight authority in Virginia and other coal-producing states.
This comprehensive agreement, which has been under discussion for several years,
would require Coal operations to pay approximately $.4 million in AML fees to
OSM and obligate Coal operations to complete reclamation at various contractor
sites. Coal operations is hopeful that a definitive agreement can be reached by
the first half of 1996. Until a final settlement is concluded, Coal operations
will continue its legal efforts to avoid a permit block.

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 made
capital expenditures for environmental control facilities in the amount of
approximately $1.5 million in 1995 and estimates expenditures of $1.6 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

                                       12

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 not subject to regulations prevalent in the U.S.

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 December 31, 1995, approximately 770 of the 2,185 employees of Coal
operations were members of the UMWA. The remainder of such employees are either
unrepresented hourly employees or supervisory personnel. Since the signing of
the 1990 Agreement, no significant labor disruptions involving UMWA-represented
employees 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

                                       13

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 1994 and 1995, these
amounts were approximately $11.0 million and $10.8 million, respectively.
Pittston believes that the annual cash funding under the Health Benefit Act for
the Pittston Companies' assigned beneficiaries will continue at approximately
$10 million per year range for the next several 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, 1995 at approximately $220 million, which
when discounted at 7.50% provides a present value estimate of approximately $95
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 "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 was remanded
to the District Court where damage and other issues were 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. The Company, following the
District Court's ruling in December 1993, recognized in 1993 in its consolidated
financial statements and its financial statements for the Minerals Group the
potential liability that might have resulted from an adverse judgment in the
Evergreen Case. 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 of entry of final judgment, plus ongoing contributions to the
1974 Pension Plan. The Company opposed this motion. No decision on this motion
of final judgment was entered.

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. 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.

In late March 1996 a settlement was reached in these cases, including the
Evergreen Case. Under the terms of the settlement, the coal subsidiaries which
had been signatories to earlier National Bituminous Coal Wage Agreements agreed
to make various lump sum payments in full satisfaction of all amounts allegedly
due to the Trust Funds through January 31, 1996, to be paid over time as
follows: approximately $25.8 million upon dismissal of the Evergreen Case and
the remainder of $24.0 million in installments of $7.0 million in 1996 and $8.5
million in each of 1997 and 1998. The first payment was entirely funded through
an escrow account previously established by the Company. In addition, the coal
subsidiaries agreed to future participation in the UMWA 1974 Pension Plan. The
BCOA case and a separate case against the UMWA have also been dismissed.

                                       14

As a result of the settlement of these cases, the Company expects to record a
pretax gain of approximately $35 million in the first quarter of 1996 in its
consolidated financial statements and in its financial statements for the
Minerals Group.

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 and
eastern Kentucky. 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 December 31, 1995 were 136 million,
214 million and 350 million tons, respectively. Such estimates represent
economically recoverable and minable tonnage and include allowances for
extraction and processing.

Of the 350 million tons of proved and probable coal reserves as of year-end
1995, approximately 76% has a sulphur content of less than 1% (which is
generally regarded in the industry as low sulphur coal) and approximately 24%
has a sulphur content greater than 1%. Approximately 41% of total proven and
probable reserves consist of metallurgical grade coal.

As of December 31, 1995, Coal operations controlled approximately 871 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 as well as from the operation of a
sawmill.

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 13 to Minerals Group Financial
Statements included in Part II hereof.

MINERAL VENTURES

Mineral Ventures' business is directed at locating and acquiring mineral assets,
advanced stage projects and operating mines. Mineral Ventures is currently
evaluating gold projects in the United States and Australia. An exploration
office has been opened in Reno, Nevada, to coordinate Mineral Ventures' expanded
exploration program in the Western United States. In 1995 Mineral Ventures
expended approximately $2.7 million on all of such programs.

The Stawell gold mine, located in the Australian state of Victoria, in which
Mineral Ventures has a net equity interest of 67%, produced 81,200 ounces of
gold in 1995. Mineral Ventures estimates that on December 31, 1995, the Stawell
gold mine had approximately 408,000 ounces of proved and probable recoverable
gold reserves. In-mine exploration at Stawell continues to generate positive
results.

Mineral Ventures has a 17% indirect interest in the recently discovered Silver
Swan base metals property in Western Australia. Reserves are currently estimated
at 440,000 metric tonnes of ore graded at 14% nickel, with minor cobalt, copper
and arsenic values, and are anticipated to increase as a result of current
exploration efforts. Feasibility studies at Silver Swan are well advanced and
mining is currently expected to commence in mid-1997.

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 cleanup costs, on an undiscounted basis,
using existing technologies to be between $6.7 million and $16.4 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 from prior years' in light
of cost inflation. The estimate of costs and the timing of payments could change
as a result of changes to the remediation plan required, changes in the
technology available to treat the site, unforseen circumstances existing at the
site and additional cost inflation.

                                       15

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. In August 1995, the District Court
ruled on various Motions for Summary Judgment. In its decision, the Court found
favorably for the Company on several matters relating to the comprehensive
general liability policies but concluded that the pollution liability policies
did not contain pollution coverage for the types of claims associated with the
Tankport site. The Company has filed a notice of its intent to appeal the
District Court's decision to the Third Circuit. Management and its outside legal
counsel continue to believe, however, that recovery of a substantial portion of
the cleanup costs will ultimately be probable of realization. Accordingly,
management is revising its earlier belief that there is no net liability for the
Tankport obligation, and it is the Company's belief that, based on estimates of
potential liability and probable realization of insurance recoveries, the
Company would be liable for approximately $1.4 million based on the Court's
decision and related developments of New Jersey law.

ITEM 3. LEGAL PROCEEDINGS
- --------------------------------------------------------------------------------

For a description of the Evergreen Case, see Items 1 and 2: "Pittston Minerals
Group -- Description of Businesses --  Coal Operations -- Evergreen Case".

ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
- --------------------------------------------------------------------------------

   (a)   A special meeting of the Company's shareholders was held on January 18,
         1996.

   (b)   Not applicable.

   (c)   The Brink's Stock Proposal redesignating the Company's Pittston
         Services Group Common Stock as Pittston Brink's Group Common Stock,
         creating a new class of common stock, Pittston Burlington Group Common
         Stock and, among other things, adopting certain related amendments to,
         and the approval of certain actions adjusting, the Company's stock
         option and employee benefit plans and outstanding options, was approved
         by the following votes:

                                                                                                  BROKER
                                                     FOR            AGAINST       ABSTAIN       NON-VOTES
                                                     ---            -------       -------       ---------
                                                                                         
         Pittston Services Group Common Stock:   31,392,458        1,311,883       95,397           -0-

         Pittston Minerals Group Common Stock:    2,360,943           39,761       30,388           -0-

         All Common Shares:                      33,753,401        1,351,644       125,785          -0-

         Pittston $31.25 Series C  Cumulative
            Convertible Preferred Stock:           108,315            -0-            -0-            -0-

   (d)   Not applicable.

                                       16

The Pittston Company and Subsidiaries
EXECUTIVE OFFICERS OF THE REGISTRANT

The following is a list as of March 15, 1996, of the names and ages of the
executive and other officers of Pittston and the names and ages of certain
officers of its subsidiaries, indicating the principal positions and offices
held by each. There is no family relationship between any of the officers named.

Name                        Age       Positions and Offices Held                                          Held Since
- --------------------------------------------------------------------------------------------------------------------
                                                                                               
EXECUTIVE OFFICERS:
Joseph C. Farrell           60        Chairman, President and Chief Executive Officer                         1991
Gary R. Rogliano            44        Senior Vice President                                                   1996
James B. Hartough           48        Vice President Corporate Finance and Treasurer                          1988
Frank T. Lennon             54        Vice President Human Resources and Administration                       1985
Austin F. Reed              44        Vice President, General Counsel and Secretary                           1994

OTHER OFFICERS:
Jonathan M. Sturman         53        Vice President Corporate Development                                     1995
Arthur E. Wheatley          53        Vice President and Director of Risk Management                           1988

SUBSIDIARY OFFICERS:
Michael T. Dan              45        President and Chief Executive Officer of Brink's, Incorporated           1993
Karl K. Kindig              44        President and Chief Executive Officer of Pittston Coal Company           1995
Peter A. Michel             53        President and Chief Executive Officer of Brink's Home Security, Inc.     1988
- ---------------------------------------------------------------------------------------------------------------------

Executive and other officers of Pittston are elected annually and serve at the
pleasure of its Board of Directors.

Mr. Farrell was elected to his present position effective October 1, 1991. From
July 1990 through September 1991, he served as President and Chief Operating
Officer of Pittston, and from 1984 to 1990, he served as Executive Vice
President of Pittston.

Mr. Rogliano was elected to his present position on March 8, 1996. From 1991 to
March 1996, he served as Vice President-Controllership and Taxes and from 1986
to 1991, he served as Vice President and Director of Taxes of Pittston.

Mr. Reed has served as Vice President and Secretary since September 1993 and was
elected General Counsel in March 1994. Since 1989 he has served as General
Counsel to Brink's, Incorporated and Burlington Air Express Inc.

Messrs. Hartough, Lennon and Wheatley have served in their present positions for
more than the past five years.

Mr. Sturman was elected to his present position on February 3, 1995, having
served from December 1993 as Assistant to the Chairman of Pittston. Mr. Sturman
was Chief Financial Officer of Brink's, Incorporated, from August 1992 to
December 1993, Vice President, Operations Review of Pittston from October 1991
to August 1992 and Vice President and Controller of Pittston from 1986 through
October 1991.

Mr. Dan was elected President and Chief Executive Officer of Brink's,
Incorporated in July 1993. From August 1992 to July 1993 he served as President
of North American operations of Brink's, Incorporated and as Executive Vice
President of Brink's, Incorporated from 1985 to 1992.

Mr. Kindig was elected President and Chief Executive Officer of Pittston Coal
Company on January 1, 1995. He served as Vice President Corporate Development of
Pittston from October 1991 to January 15, 1995. From 1990 to 1991 he served as
Vice President and General Counsel of Pittston Coal Management Company, and from
1986 to 1990 he served as Counsel to Coal Operations.

Mr. Michel was elected President and Chief Executive Officer of Brink's Home
Security, Inc. in April 1988. From 1985 to 1987 he served as President and Chief
Executive Officer of Penn Central Technical Security Company.

                                       17

PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

The Pittston Company and Subsidiaries
COMMON STOCK

                                 Market Price          Declared
                               High           Low      Dividends
- ----------------------------------------------------------------
PITTSTON SERVICES GROUP
1994
1st Quarter                     $31.25       21.38      $  .05
2nd Quarter                      31.13       21.63         .05
3rd Quarter                      31.25       27.00         .05
4th Quarter                      29.00       23.13         .05
1995
1st Quarter                     $27.75       23.75      $  .05
2nd Quarter                      29.50       22.50         .05
3rd Quarter                      29.50       23.13         .05
4th Quarter                      32.63       26.50         .05
- --------------------------------------------------------------
PITTSTON MINERALS GROUP
1994
1st Quarter                     $30.50       17.50      $.1625
2nd Quarter                      22.00       17.25       .1625
3rd Quarter                      24.25       17.75       .1625
4th Quarter                      26.38       20.63       .1625
1995
1st Quarter                     $26.00       17.25      $.1625
2nd Quarter                      18.13        9.50       .1625
3rd Quarter                      13.00        9.75       .1625
4th Quarter                      14.75        9.38       .1625
- --------------------------------------------------------------

During 1994 and 1995, Pittston Services Group Common Stock ("Services Stock")
and Pittston Minerals Group Common Stock ("Minerals Stock") traded on the New
York Stock Exchange under the ticker symbols "PZS" and "PZM", respectively.

Effective January 19, 1996, the outstanding shares of the Company's Services
Stock were redesignated as Pittston Brink's Group Common Stock ("Brink's Stock")
and a new class of common stock, designated as Pittston Burlington Group Common
Stock ("Burlington Stock"), was distributed to holders of Services Stock on the
basis of one-half of one share for each share of Services Stock. When issued
trading for Brink's Stock and Burlington Stock commenced on January 3, 1996 and
such stocks trade on the New York Stock Exchange under the ticker symbols "PZB"
and "PZX", respectively.

As of March 1, 1995, there were approximately 5,400 shareholders of record of
Brink's Stock, approximately 5,000 shareholders of record of Burlington Stock
and approximately 4,900 shareholders of record of Minerals Stock.

                                       18

ITEM 6. SELECTED FINANCIAL DATA
- --------------------------------------------------------------------------------
The Pittston Company and Subsidiaries

SELECTED FINANCIAL DATA

FIVE YEARS IN REVIEW

(In thousands, except per share amounts)        1995         1994          1993         1992          1991
- -------------------------------------------------------------------------------------------------------------
                                                                                           
SALES AND INCOME:
Net sales and operating revenues             $2,926,067     2,667,275    2,256,121    2,073,041     1,884,408
Income (loss) before cumulative effect of
 accounting changes                              97,972(b)     26,897(b)    14,146(b)    49,087(b)    (28,835)
Cumulative effect of accounting changes              --            --           --           --      (123,017)(d)
Net income (loss)                            $   97,972(b)     26,897(b)    14,146(b)    49,087(b)   (151,852)
- -------------------------------------------------------------------------------------------------------------
FINANCIAL POSITION:
Net property, plant and equipment            $  486,168       445,834      369,821      376,872       332,232
Total assets                                  1,807,372     1,737,778    1,361,501    1,322,288     1,240,085
Long-term debt, less current maturities         133,283       138,071       58,388       91,208        71,962
Shareholders' equity                         $  521,979       447,815      353,512      341,460       316,515
- -------------------------------------------------------------------------------------------------------------
AVERAGE COMMON SHARES OUTSTANDING (A):
Pittston Brink's Group                           37,931        37,784       36,907       37,081        37,284
Pittston Burlington Group                        18,966        18,892       18,454       18,541        18,642
Pittston Minerals Group                           7,786         7,594        7,381        7,416         7,457
- -------------------------------------------------------------------------------------------------------------
COMMON SHARES OUTSTANDING (A):
Pittston Brink's Group                           41,574        41,595       41,429       40,533        37,317
Pittston Burlington Group                        20,787        20,798       20,715       20,267        18,659
Pittston Minerals Group                           8,406         8,390        8,281        8,107         7,463
- -------------------------------------------------------------------------------------------------------------
PER PITTSTON BRINK'S GROUP COMMON SHARE (A):
Income before cumulative effect of
 accounting changes                          $     1.35(b)       1.10(b)       .86(b)       .65(b)        .40
Cumulative effect of accounting changes              --            --           --           --          (.03)(d)
Net income                                         1.35(b)       1.10(b)       .86(b)       .65(b)        .37
Cash dividends                                      .09           .09          .09          .07           .05
Book value                                   $     6.81         5.70          4.66         4.03          3.66
- -------------------------------------------------------------------------------------------------------------
PER PITTSTON BURLINGTON GROUP COMMON SHARE (A):
Income before cumulative effect of
 accounting changes                          $     1.73          2.03          .84          .18           .32
Cumulative effect of accounting changes              --            --           --           --           .07(d)
Net income                                         1.73          2.03          .84          .18           .39
Cash dividends                                      .22          .22           .21          .17           .13
Book value                                   $    14.30         12.74         10.81        9.93         11.96
- -------------------------------------------------------------------------------------------------------------
PER PITTSTON MINERALS GROUP COMMON SHARE (A):
Income (loss) before cumulative effect of
 accounting changes                          $     1.45          (7.50)        (4.47)       2.94        (6.66)
Cumulative effect of accounting changes              --             --            --          --       (16.54)(d)
Net income (loss) (e)                              1.45          (7.50)        (4.47)       2.94       (23.20)
Cash dividends                                      .65            .65         .6204       .4924        .3939
Book value                                   $    (9.46)(c)     (10.74)(c)     (3.31)(c)    1.68(c)     (5.80)(c)

(a) All share and per share data presented reflects the completion of the
Brink's Stock Proposal transaction, which occurred on January 18, 1996, and the
Services Stock Proposal, which occurred on July 26, 1993. The number of shares
of Pittston Brink's Group Common Stock ("Brink's Stock") are assumed to be the
same as the total number of shares of The Pittston Company's (the "Company")
previous Pittston Services Group Common Stock ("Services Stock") and the number
of shares of Pittston Burlington Group Common Stock ("Burlington Stock") are
assumed to equal one-half of the number of shares of the Company's previous
Services Stock. For periods prior to the completion of the Services Stock
Proposal, the number of shares of Services Stock are assumed to be the same as
the total number of shares of the Company's stock and the number of shares of
Pittston Minerals Group Common Stock ("Minerals Stock") are assumed to equal
one-fifth the number of shares of the Company's common stock.

Shares outstanding at the end of the period include shares outstanding under the
Company's Employee Benefits Trust. For the Pittston Brink's Group (the "Brink's
Group") such shares totaled 3,553 shares, 3,779 shares, 3,854 shares and 3,951
shares at December 31, 1995, 1994, 1993 and 1992, respectively. For the Pittston
Burlington Group (the "Burlington Group") such shares totaled 1,777 shares,
1,890 shares, 1,927 shares and 1,976 shares at December 31, 1995, 1994, 1993
and 1992, respectively. For the Pittston Minerals Group (the "Minerals Group")
such shares totaled 594 shares, 723 shares, 770 shares and 790 shares at
December 31, 1995, 1994, 1993 and 1992, respectively. Average shares do not
include these shares.

The initial dividends on Brink's Stock and Burlington Stock were paid on March
1, 1996. The initial dividends on Services Stock and Minerals Stock were paid on
September 1, 1993. Dividends paid by the Company on Services Stock have been
attributed to the Brink's Group and the Burlington Group in relation to the
initial dividends paid on the Brink's and Burlington Stocks. Dividends paid by
the Company prior to the completion of the Services Stock Proposal have been
attributed to the Brink's Group, the Burlington Group and the Minerals Group in
relation to the initial dividends paid on each stock.

(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 (loss)
before extraordinary credit and cumulative effect of accounting changes and net
income (loss) of the Company and the Brink's Group by $3,123 or $0.08 per share
of Brink's Stock in 1995, $2,486 or $0.07 per share of Brink's Stock in 1994,
$2,435 or $0.07 per share of Brink's Stock in 1993 and $2,596 or $0.07 per share
of Brink's 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
Standard No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions" and Statement of Financial Accounting Standard No. 109, "Accounting
for Income Taxes".

(e) The amounts indicated represent primary earnings per share. For the year
ended December 31, 1995, fully diluted earnings per share for Minerals Stock was
$1.40 based on average common shares outstanding of 9,999. For the years ended
December 31, 1994, 1993, 1992 and 1991, fully diluted earnings per share is
considered to be the same as primary since the effect of common stock
equivalents and the assumed conversion of preferred stock was either
antidilutive or insignificant.

                                       19

Pittston Brink's Group
   
SELECTED FINANCIAL DATA

The following Selected Financial Data reflects the results of operations and
financial position of the businesses which comprise Pittston Brink's Group
("Brink's Group") and should be read in connection with the Brink's Group's
financial statements. The financial information of the Brink's Group, Pittston
Burlington Group ("Burlington Group") and Pittston Minerals Group ("Minerals
Group") supplements the consolidated financial information of The Pittston
Company and Subsidiaries (the "Company") and, taken together, includes all
accounts which comprise the corresponding consolidated financial information of
the Company.

FIVE YEARS IN REVIEW

(In thousands, except per share amounts)       1995          1994         1993          1992        1991
- ------------------------------------------------------------------------------------------------------------
                                                                                      
SALES AND INCOME:
Operating revenues                         $788,395       656,993      570,953       514,823     471,353
Income before cumulative effect of
  accounting changes                         51,093(b)     41,489(b)    31,650(b)     23,953(b)   14,919
Cumulative effect of accounting changes          --            --           --            --      (1,019)(c)
Net income                                 $ 51,093(b)     41,489(b)    31,650(b)     23,953      13,900
- ------------------------------------------------------------------------------------------------------------
FINANCIAL POSITION:
Net property, plant and equipment          $214,653       180,930      156,976       142,648     131,614
Total assets                                484,726       426,887      377,923       347,015     318,109
Long-term debt, less current maturities       5,795         7,990       12,649        22,734      28,411
Shareholder's equity                       $258,805       215,531      175,219       147,582     136,562
- ------------------------------------------------------------------------------------------------------------
AVERAGE PITTSTON BRINK'S GROUP COMMON
  SHARES OUTSTANDING (A)                     37,931        37,784       36,907        37,081      37,284

PITTSTON BRINK'S GROUP COMMON SHARES
  OUTSTANDING (A)                            41,574        41,595       41,429        40,533      37,317
- ------------------------------------------------------------------------------------------------------------
PER PITTSTON BRINK'S GROUP COMMON SHARE (A):
Income before cumulative effect of
  accounting changes                       $   1.35(b)       1.10(b)       .86(b)        .65(b)      .40
Cumulative effect of accounting changes          --            --           --            --        (.03)(c)
Net income                                     1.35(b)       1.10(b)       .86(b)        .65(b)      .37
Cash dividends                                  .09           .09          .09           .07         .05
Book value                                 $   6.81(d)       5.70(d)      4.66(d)       4.03(d)     3.66(d)

(a) All share and per share data presented reflects the completion of the
Brink's Stock Proposal transaction. The number of shares of Pittston Brink's
Group Common Stock ("Brink's Stock") are assumed to be the same as the total
corresponding number of shares of the Company's previous Pittston Services Group
Common Stock ("Services Stock"). Shares outstanding at the end of the period
include shares outstanding under the Company's Employee Benefits Trust of 3,553
shares, 3,779 shares, 3,854 shares and 3,951 shares at December 31, 1995, 1994,
1993 and 1992, respectively. Average shares outstanding do not include these
shares. Dividends paid by the Company on Services Stock have been attributed to
the Brink's Group in relation to the initial dividends paid on the Brink's and
Burlington Stocks. 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 $3,123 or $0.08 per share in 1995, $2,486 or $0.07 per share in 1994, $2,435
or $0.07 per share in 1993 and $2,596 or $0.07 per share in 1992.

(c) As of January 1, 1991, the Brink's Group adopted Statement of Financial
Accounting Standard No. 106, "Employers' Accounting for Postretirement Benefits
Other Than Pensions" and Statement of Financial Accounting Standard No. 109,
"Accounting for Income Taxes".

(d) Calculated based on the number of shares outstanding at the end of the
period excluding shares outstanding under the Company's Employee Benefits Trust.

                                       20

Pittston Burlington Group

SELECTED FINANCIAL DATA

The following Selected Financial Data reflects the results of operations and
financial position of the businesses which comprise Pittston Burlington Group
("Burlington Group") and should be read in connection with the Burlington
Group's financial statements. The financial information of the Burlington Group,
Pittston Brink's Group ("Brink's Group") and Pittston Minerals Group ("Minerals
Group") supplements the consolidated financial information of The Pittston
Company and Subsidiaries (the "Company") and, taken together, includes all
accounts which comprise the corresponding consolidated financial information of
the Company.

FIVE YEARS IN REVIEW

(In thousands, except per share amounts)             1995        1994       1993       1992        1991
- ---------------------------------------------------------------------------------------------------------------
                                                                                          
SALES AND INCOME:
Operating revenues .....................   $1,414,821       1,215,284      998,079      900,347      830,955
Income before cumulative effect of
 accounting changes ....................       32,855          38,356       15,476        3,324        5,922
Cumulative effect of accounting changes            --              --           --           --        1,330(b)
Net income .............................   $   32,855          38,356       15,476        3,324        7,252
- ---------------------------------------------------------------------------------------------------------------
FINANCIAL POSITION:
Net property, plant and equipment ......   $   72,171          44,442       31,100       27,088       29,169
Total assets ...........................      572,077         521,516      432,236      424,023      413,864
Long-term debt, less current maturities        26,697          41,906       45,460       68,474       43,551
Shareholder's equity ...................   $  271,853         240,880      203,150      181,576      223,251
- ---------------------------------------------------------------------------------------------------------------
AVERAGE PITTSTON BURLINGTON GROUP
COMMON SHARES OUTSTANDING (A) ..........       18,966          18,892       18,454       18,541       18,642

PITTSTON BURLINGTON GROUP COMMON
SHARES OUTSTANDING (A) .................       20,787          20,798       20,715       20,267       18,659
- ---------------------------------------------------------------------------------------------------------------
PER PITTSTON BURLINGTON GROUP COMMON SHARE (A):
Income (loss) before cumulative effect of
accounting changes .....................   $     1.73            2.03          .84          .18          .32
Cumulative effect of accounting changes            --              --           --           --         .07(b)
Net income .............................         1.73            2.03          .84          .18          .39
Cash dividends .........................          .22             .22          .21          .17          .13
Book value .............................   $    14.30(c)        12.74(c)     10.81(c)      9.93(c)     11.96(c)

(a) All share and per share data presented reflects the completion of the
Brink's Stock Proposal transaction. The number of shares of Pittston Burlington
Group Common Stock ("Burlington Stock") are assumed to be one-half of the number
of shares of the Company's previous Pittston Services Group Common Stock 
("Services Stock"). Shares outstanding at the end of the period include shares
outstanding under the Company's Employee Benefits Trust of 1,777 shares, 1,890
shares, 1,927 shares and 1,976 shares at December 31, 1995, 1994, 1993 and 1992,
respectively. Average shares outstanding do not include these shares. Dividends
paid by the Company on Services Stock have been attributed to the Burlington
Group in relation to the initial dividend paid on the Burlington and Brink's
Stocks. 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 Burlington Group adopted Statement of Financial
Accounting Standard No. 106, "Employers' Accounting for Postretirement Benefits
Other Than Pensions" and Statement of Financial Accounting Standard No. 109,
"Accounting for Income Taxes".

(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.

                                       21

Pittston Minerals Group

SELECTED FINANCIAL DATA

The following Selected Financial Data reflects the result of operations and
financial position of the businesses which comprise Pittston Minerals Group
("Minerals Group") and should be read in connection with the Minerals Group's
financial statements. The financial information of the Minerals Group, Pittston
Brink's Group ("Brink's Group") and Pittston Burlington Group ("Burlington
Group") supplements the consolidated financial information of The Pittston
Company and Subsidiaries (the "Company") and, taken together, includes all
accounts which comprise the corresponding consolidated financial information
of the Company.

FIVE YEARS IN REVIEW

(In thousands, except per share amounts)    1995           1994          1993           1992       1991
- -----------------------------------------------------------------------------------------------------------
                                                                                     
SALES AND INCOME:
Net sales                               $722,851        794,998       687,089        657,871    582,100
Income (loss) before cumulative effect
  of accounting changes                   14,024        (52,948)      (32,980)        21,810    (49,676)
Cumulative effect of accounting changes       --             --            --             --   (123,328)(b)
Net income (loss)                       $ 14,024        (52,948)      (32,980)        21,810   (173,004)
- -----------------------------------------------------------------------------------------------------------
FINANCIAL POSITION:
Net property, plant and equipment       $199,344        220,462       181,745        207,136    171,449
Total assets                             798,609        867,512       606,247        587,696    528,176
Long-term debt, less current maturities  100,791         88,175           279             --         --
Shareholder's equity                    $ (8,679)        (8,596)      (24,857)        12,302    (43,298)
- -----------------------------------------------------------------------------------------------------------
AVERAGE PITTSTON MINERALS GROUP
  COMMON SHARES OUTSTANDING (A)            7,786          7,594         7,381          7,416      7,457

PITTSTON MINERALS GROUP COMMON
  SHARES OUTSTANDING (A)                   8,406          8,390         8,281          8,107      7,463
- -----------------------------------------------------------------------------------------------------------
PER PITTSTON MINERALS GROUP COMMON
SHARE (A):
Income (loss) before cumulative effect
  of accounting changes                 $   1.45          (7.50)        (4.47)         2.94       (6.66)
Cumulative effect of accounting changes       --             --            --            --      (16.54)(b)
Net income (loss) (d)                       1.45          (7.50)        (4.47)         2.94      (23.20)
Cash dividends                               .65            .65         .6204         .4924       .3939
Book value                              $  (9.46)(c)     (10.74)(c)     (3.31)(c)      1.68(c)    (5.80)(c)

(a) For the periods prior to July 1, 1993, the number of shares of Pittston
Minerals Group Common Stock ("Minerals Stock") are assumed to equal one-fifth of
the number of shares of the Company's common stock. Shares outstanding at the
end of the period include shares outstanding under the Company's Employee
Benefits Trust of 594 shares, 723 shares, 770 shares and 790 shares at December
31, 1995, 1994, 1993 and 1992, respectively. Average shares outstanding do not
include these shares. The initial dividend on Minerals Stock was paid on
September 1, 1993. Dividends paid by the Company prior to September 1, 1993,
have been attributed to the Minerals Group in relation to the initial dividend
paid on the Minerals Stock and Pittston Services Group Common Stock. Book value
per common share is calculated based on the number of shares outstanding at the
end of the period excluding shares outstanding under the Company's Employee
Benefits Trust.

(b) As of January 1, 1991, the Minerals Group adopted Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits
Other Than Pensions and Statement of Accounting Standards No. 109, "Accounting
for Income Taxes".

(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) The amounts indicated represent primary earnings per share. For the year
ended December 31, 1995, fully diluted earnings per share for Minerals Stock was
$1.40 based on average common shares outstanding of 9,999. For the years ended
December 31, 1994, 1993, 1992 and 1991, fully diluted earnings per share is
considered to be the same as primary since the effect of common stock
equivalents and the assumed conversion of preferred stock was either
antidilutive or insignificant.

                                       22

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
        FINANCIAL CONDITIONS

The Pittston Company and Subsidiaries

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

                              RESULTS OF OPERATIONS

The Pittston Company ("The Company") reported net income of $98.0 million in
1995 compared with net income of $26.9 million in 1994. Operating profit totaled
$147.5 million in 1995, an increase of $104.6 million over the prior year. The
$71.1 million increase in net income primarily reflects the inclusion in 1994 of
$58.1 million in after-tax writedowns and accruals related to facility
shutdowns. In addition, net income in 1995 benefited from increased operating
results at the Company's Pittston Coal Company ("Coal Operations"), Brink's Home
Security, Inc. ("BHS") and Brink's, Incorporated ("Brink's") businesses,
partially offset by declines in earnings at the Burlington Air Express Inc.
("Burlington") and Pittston Mineral Ventures ("Mineral Ventures") units, as well
as higher corporate expenses. Results in 1995 were adversely impacted by higher
expenses for net interest expense and nonoperating items.

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 increased results from
the operations of Burlington, Brink's, BHS, and Mineral Ventures. Excluding the
impact of asset writedowns and other restructuring charges in each year,
operating results for Coal operations declined for 1994 compared with 1993.

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

(Dollars in thousands - except per          Years Ended December 31
pound/shipment amounts)                  1995         1994        1993
- ------------------------------------------------------------------------
Revenues:
Airfreight
 Domestic U.S.                        $ 528,174      561,286     457,159
 International                          681,914      534,761     461,336
- ------------------------------------------------------------------------
Total airfreight                      1,210,088    1,096,047     918,495
Other                                   204,733      119,237      79,584
- ------------------------------------------------------------------------
Total revenues                        1,414,821    1,215,284     998,079
Operating expense                     1,245,721    1,043,895     865,587
Selling, general and administrative     113,210      105,371      97,332
- ------------------------------------------------------------------------
Total costs and expenses              1,358,931    1,149,266     962,919
- ------------------------------------------------------------------------
Other operating income                    2,833        3,206       2,811
- ------------------------------------------------------------------------
Operating profit:
 Domestic U.S.                           30,416       45,732      19,290
 International                           28,307       23,492      18,681
- ------------------------------------------------------------------------
Operating profit                      $  58,723       69,224      37,971
========================================================================
Depreciation and amortization         $  19,856       17,209      15,250
========================================================================
Cash capital expenditures$               32,288       23,946      28,253
========================================================================
Airfreight shipment growth rate (a)         5.7%         6.1%        4.3%
Airfreight weight growth rate (a):
 Domestic U.S.                             (3.8%)       19.3%       12.5%
 International                             25.3%        25.3%       15.8%
 Worldwide                                  9.6%        22.1%       14.3%
Worldwide airfreight weight
 (million pounds)                       1,368.1      1,248.5     1,020.4
========================================================================
Worldwide airfreight shipments
 (thousands)                              5,080        4,805       4,530
========================================================================
Worldwide average airfreight:
 Yield (revenue per pound)            $   0.885        0.878       0.900
 Revenue per shipment                 $     238          228         203
 Weight per shipment (pounds)               269          260         225
========================================================================

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

                                       23

Burlington's operating profit amounted to $58.7 million in 1995, a decline of
$10.5 million (15%) from the level achieved in 1994, as the prior year's results
benefited from significant additional domestic freight as a result of a
nationwide trucking strike, which added an estimated $8 million to operating
profit. Worldwide revenues increased by 16% to $1.4 billion from $1.2 billion in
1994. The $199.5 million growth in revenues principally reflects a 10% increase
in worldwide airfreight pounds shipped as well as substantially higher
non-airfreight revenues.

During 1995, worldwide airfreight revenues increased as a result of higher
volumes and a slight increase in average yields (revenue per pound). Worldwide
airfreight weight shipped increased by 10%, from 1,248.5 million pounds in 1994
to 1,368.1 million pounds in 1995. The average worldwide yield increased by less
than 1%, exceeding $0.88 per pound reflecting a higher proportion of
international volume. Operating and selling, general and administrative
expenses increased by 18% over the 1994 level reflecting additional business
volume as well as recently acquired foreign subsidiaries.

Domestic airfreight revenues decreased by 6% to $528.2 million from $561.3
million in the prior year. Domestic operating profit also declined from $45.7
million in 1994 to $30.4 million in 1995. Operating profit declined by 33%
reflecting a 2% decrease in the average yield, 4% lower volume and modestly
higher average transportation costs, partially offset by lower administrative
costs. The volume decline was significantly impacted by the trucking strike in
the second quarter of 1994, which served to increase substantially weight
shipped in that period. Despite reduced domestic volumes and lower yields in
1995, Burlington's operating margins were favorably impacted by its ability to
adjust its fleet, station and labor cost structure to its changing volume
requirements.

In December 1995, Burlington agreed to provide continuation of airfreight
services to the former customers of Roadway Global Air ("RGA"), which announced
its exit from the airfreight business in November. At the end of 1995,
Burlington continued its program of adapting its service and cost structure to
meet seasonal domestic volume requirements by reducing temporarily its private
fleet by four aircraft and otherwise reconfiguring its route system in
anticipation of the traditionally weaker first quarter of the year.

International airfreight revenues of $681.9 million represented a $147.2 million
(28%) increase over the $534.8 million reported in 1994. International operating
profit amounted to $28.3 million in 1995, 20% higher than the 1994 level,
principally due to a 25% favorable change in airfreight weight shipped and 2%
higher average yields, partially offset by higher transportation costs. The
increase in volume is mainly attributed to the growth in the worldwide flow of
international airfreight and the expansion of company-owned operations.
Burlington continued to expand its global operations in 1995 with new company
operations in Denmark, Ireland, Italy, Mexico and Portugal. During the fourth
quarter, Burlington entered into a joint venture in South Africa and acquired an
ocean freight forwarder in Germany.

Revenues from other activities, primarily international, which include import
transactions such as customs clearance and import related services, as well as
ocean freight services, increased 72% or $85.5 million to $204.7 million, due to
an increase in international shipment volume and a continued expansion of ocean
freight services. In 1995, Burlington created a new independent business unit,
Logistics Advantage'tm', to provide customers with cost-effective logistics
solutions on a worldwide basis. The unit has warehouse locations in Toledo,
Ohio; London, England and the Netherlands, as well as a new facility in
Singapore.

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. 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 $0.02 to $0.88 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

                                       24

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 profit of $23.5 million in 1994 increased 26% 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.

Revenues from other activities, primarily international, increased 50% or $39.7
million in 1994 compared to the 1993 level.

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

                                          Years Ended December 31
(In thousands)                         1995        1994        1993
=====================================================================
Revenues                             $659,459     547,046     481,904

Operating expenses                    533,109     438,851     387,751
Selling, general and administrative    84,507      74,398      66,044
- ---------------------------------------------------------------------
Total costs and expenses              617,616     513,249     453,795
- ---------------------------------------------------------------------
Other operating income                    895       5,913       6,899
- ---------------------------------------------------------------------
Operating profit                      $42,738      39,710      35,008
=====================================================================
Depreciation and amortization      $   21,844      20,553      20,150
=====================================================================
Cash capital expenditures             $22,415      22,312      21,150
=====================================================================
Revenues:
  North America (United States
   and Canada)                       $379,230     337,641     300,728
  International subsidiaries          280,229     209,405     181,176
- ---------------------------------------------------------------------
Total revenues                       $659,459     547,046     481,904
=====================================================================

Operating profit:
  North America (United States
   and Canada)                        $29,159      23,235     20,049
  International operations             13,579      16,475     14,959
- --------------------------------------------------------------------
Total operating profit                $42,738      39,710     35,008
====================================================================

Brink's 1995 operating profit of $42.7 million amounted to a $3.0 million (8%)
increase over the $39.7 million operating profit recorded in 1994. Revenues
increased by $112.4 million to $659.5 million, 21% higher than the 1994 level,
and operating expenses and selling, general and administrative costs increased
by $104.4 million to $617.6 million, a 20% increase over the prior year. Other
operating income of $0.9 million in 1995, represented a $5.0 million decline
from the amount reported in 1994, principally reflecting a reduction in equity
income from unconsolidated foreign affiliates.

Revenue from North American (United States and Canada) operations totaled $379.2
million in 1995, $41.6 million (12%) higher than the 1994 level. North American
operating profit amounted to $29.2 million, an increase of $5.9 million (25%)
compared to the $23.2 million recorded in 1994. The favorable change in
operating profit was largely attributable to improved results generated by the
armored car business, which includes automated teller machine (ATM) servicing,
as well as higher earnings from the diamond and jewelry and currency processing
businesses, partially offset by a decline in profits from the air courier
business.

Revenue from consolidated international subsidiaries increased by $70.8 million
(34%) to $280.2 million in 1995, but operating profit from international
subsidiaries and affiliates declined by 18%, to $13.6 million, from $16.5
million in the prior year. The increase in revenue principally reflects
additional business volume and higher prices in Brazil, the favorable impact of
the decline in the value of the U.S. dollar on foreign currency translation and
the consolidation of Colombian operations as a result of Brink's acquiring a
majority ownership of that company, in the third quarter of 1995. The decline in
operating profit from international subsidiaries and affiliates principally was
due to a $5.3 million deterioration in the reported results of Brink's Mexican
affiliate (20% owned), with Brink's share of the company's results amounting to
a $2.5 million loss in 1995 compared to a profit of $2.8 million in 1994. The
Mexican affiliate's results in 1995 were adversely impacted by the devaluation
of the local currency in December 1994, the decline in general economic
conditions, high local interest rates and the costs associated with downsizing
the company to focus on its core business. Operating profit in the Latin America
region, which includes Mexico, decreased by $1.4 million in 1995 compared to the
prior year, reflecting the decline in Mexican earnings, mostly offset by
improved results in Brazil and higher reported earnings from Colombia. Brink's
Brazil reported an operating profit of $5.3 million in 1995 compared to an
operating profit of $3.2 million in the prior year. The increase in Colombia

                                       25

largely reflects the impact of the consolidation of results subsequent to
Brink's acquisition of a majority ownership position in the company. Earnings
declined by $2.6 million in the European region, while results in the
Asian/Pacific region increased by $0.9 million.

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, ATM servicing and
coin wrapping operations each contributed to the increase in North American
operating profit in 1994, while results for currency processing operations were
essentially equal 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.
Earnings in the Latin American region increased by $1.3 million, and the
international diamond and jewelry business generated $0.6 million higher results
while profits declined by $0.4 million in the European region. Latin America's
earnings primarily benefited from a $1.8 million increase in Brazil's 1994
reported earnings as compared to 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 armored car service providers 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.

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

                                            Years Ended December 31
(Dollars in thousands)                   1995        1994        1993
=======================================================================
Revenues                               $128,936     109,947      89,049

Operating expenses                       66,575      59,334      46,203
Selling, general and administrative      22,855      18,181      16,446
- -----------------------------------------------------------------------
Total costs and expenses                 89,430      77,515      62,649
- -----------------------------------------------------------------------
Operating profit                       $ 39,506      32,432      26,400
=======================================================================
Depreciation and amortization          $ 21,028      17,817      14,357
=======================================================================
Cash capital expenditures              $ 47,256      34,071      26,409
=======================================================================
Annualized service revenues (a)        $107,707      87,164      70,887
=======================================================================
Number of subscribers:
  Beginning of  period                  318,029     259,551     216,639
  Installations                          82,643      75,203      59,733
  Disconnects, net                      (22,013)    (16,725)    (16,821)
- -----------------------------------------------------------------------
End of period                           378,659     318,029     259,551
=======================================================================

(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.

Revenues for BHS increased by $19.0 million (17%) to $128.9 million in 1995 from
$109.9 million in 1994. The increase in revenues was primarily from ongoing
monitoring and service revenues caused by the 19% growth in the subscriber base.
As a result of such growth, annualized service revenues in force at the end of
1995 grew 24% over the amount in effect at the end of 1994. The total amount of
installation revenue grew slightly over the 1994 amount as revenue from
increased installations was mostly offset by a reduction in revenue per
installation. Revenue per installation decreased due to the competitive
environment in the marketplace.

Operating profit of $39.5 million for 1995 represented an increase of $7.1
million (22%) compared to the $32.4 million earned in 1994. The increase in
operating profits stemmed from the 21% growth in average subscribers in 1995, as
compared to the prior year, and higher monitoring and service revenue, resulting
from the growth in the subscriber base, which was only partially offset by
increased account servicing and administrative expenses.

Installation and marketing costs incurred and expensed during 1995 increased
$0.8 million in 1995 over the 1994 amount. However, as a result of the
efficiencies generated by a larger recurring revenue base, the increase in
installation expenses

                                       26

offset only a small portion of the increase in recurring margin such that
operating profit as a percentage of revenue increased to 30.6% in 1995 from
29.5% in the prior year.

The subscriber base on December 31, 1995, totaled 378,700 customers, 19% higher
than the balance at the end of the prior year. Annualized service revenues
amounted to $107.7 million in December 1995, 24% higher than in the comparable
period in 1994. The favorable change reflects the increased subscriber base as
well as higher average monthly revenues, principally from customer service
contracts.

BHS's revenues increased by $20.9 million (23%) in 1994 compared to the level
recorded in 1993. The growth in revenues primarily reflected 22% higher
monitoring and service revenues mainly due to a 21% increase in the average
subscriber base. Accordingly, annualized service revenues at year-end 1994 were
23% higher than the level at the end of the prior year. Installation revenues
increased by 29% in 1994 principally due to a 26% increase in new subscriber
installations, partially offset by a reduction in revenue per installation.

Operating profit in 1994 amounted to $32.4 million, $6.0 million (23%) higher
than the $26.4 million earned in 1993. The favorable change mainly reflected the
21% increase in the average subscriber base which was partially offset by an 8%
increase in ongoing expenses for monitoring, account servicing and
administration.

Installation and marketing costs incurred and expensed during 1994 increased by
$1.2 million over the 1993 level. As a result, operating profit as a percentage
of revenue remained unchanged at approximately 29.5%.

The increased monitoring revenue in 1995, as well as in 1994, was largely
attributable to an expanding subscriber base. Although total costs, including
installation and marketing 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
1995, BHS had approximately 378,700 subscribers, 46% more than the year-end 1993
subscriber base. New subscribers totaled 82,600 in 1995, 75,200 in 1994, and
59,700 in 1993. As a result, BHS's average subscriber base increased by 21% in
both 1995 and 1994, 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 $5.2 million to operating profit in 1995 and $4.1 million in
both 1994 and 1993. 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 $3.1
million in 1995 and $2.6 million in 1994 and 1993) and costs incurred in
maintaining facilities and vehicles dedicated to the installation process (in
the amount of $2.1 million in 1995 and $1.5 million in 1994 and 1993). 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 1995, 1994 and in 1993 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 coal operations on a
comparative basis:

                                                  Years Ended December 31
(In thousands)                                  1995       1994       1993
==============================================================================
Net sales                                     $706,251    779,504     672,244
Cost of sales                                  683,621    760,966     632,777
Selling, general and administrative             22,415     26,294      26,752
Restructuring and other charges,  including
 litigation accrual                                 --     90,806      70,713
- ------------------------------------------------------------------------------
Total costs and expenses                       706,036    878,066     730,242
- ------------------------------------------------------------------------------
Other operating income                          22,916     15,111       9,752
- ------------------------------------------------------------------------------
Operating profit (loss)                       $ 23,131    (83,451)    (48,246)
===============================================================================
Coal sales (tons):
 Metallurgical                                   8,447      9,884      11,675
 Utility and industrial                         15,949     18,198      10,277
- ------------------------------------------------------------------------------
Total coal sales                                24,396     28,082      21,952
==============================================================================
Production/purchased (tons):
 Deep                                            3,982      4,857       7,061
 Surface                                        12,934     15,107       7,492
 Contract                                        1,941      2,364       2,521
- ------------------------------------------------------------------------------
                                                18,857     22,328      17,074
Purchased                                        6,047      5,826       4,533
- ------------------------------------------------------------------------------
Total                                           24,904     28,154      21,607
==============================================================================

                                       27

Coal operations' operating profit amounted to $23.1 million in 1995, compared to
the $83.5 million operating loss recorded in 1994. Earnings in 1994 included
$90.8 million of charges for asset writedowns and accruals for costs related to
facility shutdowns. Excluding the charges for asset writedowns and accruals from
the 1994 results, operating profits from coal operations increased by $15.8
million in 1995.

The Coal operations' operating profit, excluding restructuring and other
charges, is analyzed as follows:

(In thousands,                                       Years Ended December 31
except per ton amounts)                           1995        1994        1993
================================================================================
Net coal sales                                  $702,864     777,758     650,972
Current production cost of coal sold             648,383     723,967     583,047
- --------------------------------------------------------------------------------
Coal margin                                       54,481      53,791      67,925
Non-coal margin                                      749         321       3,262
Other operating income (net)                      22,916      15,114       9,752
- --------------------------------------------------------------------------------
Margin and other income                           78,146      69,226      80,939
- --------------------------------------------------------------------------------
Other costs and expenses:
  Idle equipment and closed mines                  9,979       4,854       3,929
  Inactive employee cost                          22,621      30,723      27,791
  General and administrative                      22,415      26,294      26,752
- --------------------------------------------------------------------------------
Total Other costs and expenses                    55,015      61,871      58,472
- --------------------------------------------------------------------------------
Operating profit (before restructuring
  and other charges)                            $ 23,131       7,355      22,467
================================================================================
Coal margin per ton:
  Realization                                   $  28.81       27.70       29.65
  Current production costs                         26.58       25.78       26.56
- --------------------------------------------------------------------------------
Coal margin                                     $   2.23        1.92        3.09
================================================================================

Total coal margin of $54.5 million for 1995 increased by $0.7 million (1%) from
1994. As a $0.31 per ton (16%) increase in average margin more than offset a 13%
decline in sales volume.

Sales volume of 24.4 million tons in 1995 was 3.7 million tons less than the
28.1 million tons sold in 1994. Steam coal sales decreased by 2.2 million tons
to 15.9 million tons and metallurgical coal sales declined by 1.4 million tons
to 8.4 million tons compared to the prior year. Steam coal sales represented 65%
of total volume in 1995, as in 1994.

Coal margin per ton increased to $2.23 in 1995 from $1.92 for 1994 caused by a
$1.11 (4%) per ton increase in realization partially offset by a $0.80 (3%) per
ton increase in current production costs. However, coal margin remains
significantly below the 1993 level. The average realization increase was largely
due to an increase in metallurgical coal pricing. Export metallurgical coal
prices increased substantially in the coal contract year which began on April 1,
1995, compared to the prior year level, with realizations generally increasing
by $4.00 to $5.50 per metric ton, depending upon coal quality. Domestic steam
coal markets continued to be depressed in 1995, with

spot pricing at exceptionally low levels. However, the majority of Coal
operations' steam coal sales were, in 1995, and continue to be sold under
long term contracts. Coal operations is currently in negotiations with a
majority of its metallurgical customers for the contract year which begins
on April 1, 1996; to date, settlements have been reached with certain key
customers for export metallurgical shipments reflecting price changes, ranging
from a modest decrease to a modest increase, depending on coal quality. At
this time, the weighted average price for all metallurgical coal shipments for
the contract year beginning April 1, 1996 cannot be predicted.

The current production cost of coal sold increased over the 1994 level largely
stemming from higher mining costs and an increase in the cost of purchased coal.
Production in 1995 totaled 18.9 million tons, a 16% decrease compared to the
22.3 million tons produced in 1994, principally reflecting the scheduled
reduction in underground mine production, during 1994 and early 1995, and the
idling of surface steam coal mines. Current production costs benefited from a
reduction in property taxes associated with certain properties. The property tax
reduction was approximately $2.5 million in 1995 and will have an annual ongoing
favorable impact of $2.0 million on costs. Surface production accounted for 70%
and 69% of total production in 1995 and 1994, respectively. Productivity of 37
tons per man day represented a 5% increase over the 1994 level.

Results in 1996 are currently expected to reflect continued margin pressure.
Cost pressures will reflect the severe winter weather, higher costs incurred by
the mines in production, and higher purchased coal costs, which are expected to
be mitigated in part by the anticipated modest price increases on contract steam
coal sales.

Other operating income, primarily reflecting sales of properties and equipment
and third party royalties, amounted to $22.9 million in 1995, $7.8 million
higher than in 1994. The favorable change in 1995 primarily reflects additional
income from property dispositions.

Idle equipment and closed mine costs increased by $5.1 million in 1995,
primarily reflecting higher idle equipment costs due to the idling of two
surface mines in 1995. Inactive employee costs, which primarily represent long
term employee liabilities for pension and retiree medical costs, were reduced by
$8.1 million to $22.6 million in 1995. Such a reduction primarily reflects the
use of higher long term interest rates used to calculate the present value of
the long term liabilities at the beginning of 1995 compared to those used in
1994. In addition, reduced costs reflected the continued decline in black lung
claims and a $2.5

                                       28

million benefit recorded from a favorable litigation decision which reduced
previously expensed employee benefits. As a result of long term interest rates
in early 1996 which were at or below the rates in the beginning of 1994,
inactive employee costs are expected to approximate the 1994 level for 1996.

Selling, general and administrative costs declined by $3.9 million compared to
the 1994 level. Expenses were reduced in 1995 as a result of cost control
efforts, as well as the benefit from the full year impact of the consolidation
of administrative functions subsequent to the acquisition in early 1994 of
substantially all the coal mining operations and coal sales contracts of
Addington Resources, Inc. ("Addington").

Coal operations had an $83.5 million operating loss in 1994 compared with an
operating loss of $48.2 million in 1993. Results for 1994 included the operating
results generated by the assets purchased in the Addington acquisition, which
was consummated 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, which was $1.92 per ton in 1994, decreased $1.17 or 38%
from the 1993 level with a 7% or $1.95 per ton decrease in average realization,
only partially offset by a 3% or $0.78 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 was largely due to the shift
to lower cost surface production. However, margins were negatively impacted by
costs that continued at higher than expected levels, particularly at the
operations acquired from Addington. In addition, adverse geological conditions
were also encountered at one of the mines acquired from Addington.

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.

                                       29

The market for metallurgical coal, for much 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, 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, Coal operations incurred pretax 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 included severance payments, medical
insurance, workers' compensation and other benefits and were 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 ceased coal production in 1994. 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 substantially complete. 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 81% to
approximately 140 employees at December 31, 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 1995, steam coal sales amounted to approximately 65% of total
coal sales, up from less than 50% in 1993. Production from surface mines
increased to 70% of total production for 1995 as compared to 45% in 1993. In
addition, metallurgical coal produced/ purchased decreased to 8.4 million tons
versus 11.7 million tons when comparing 1995 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.

                                       30

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 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 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 December 31, 1994          3,787       38,256       43,372       85,415
Payments (d)                       1,993        7,765        7,295       17,053
Other reductions (e)                 576        1,508           --        2,084
- -------------------------------------------------------------------------------
Balance December 31, 1995         $1,218       28,983       36,077       66,278
===============================================================================

(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) Of the total payments made, in 1994, $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) Of the total payments made in 1995, $6,424 was for liabilities recorded in
years prior to 1993, $2,486 was for liabilities recorded in 1993 and $8,143 was
for liabilities recorded in 1994.

(e) These amounts represent the assumption of liabilities by third parties as a
result of sales transactions.

During the next 12 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
year. The liability for mine and plant closure costs is expected to be satisfied
over the next ten years, of which approximately 50% is expected to be paid over
the next two years. The liability for employee related costs, which is primarily
workers' compensation, is estimated to be 50% settled over the next four years
with the balance paid during the following five to ten years.

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 $0.40 per hour on December 15 of each of the years 1994 to 1997 and includes
improvements in certain employee benefit programs.

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 1995, 1994 and 1993, these amounts, on a pretax basis, were
approximately $10.8 million, $11.0 million, and $9.1 million, respectively. The
Company believes that the annual cash funding under the Health Benefit Act for
the Pittston Companies' assigned beneficiaries will continue at approximately
$10 million per year for the next several 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 pretax liability relating to
the Pittston Companies' assigned beneficiaries remaining at December 31, 1995 at
approximately $220 million, which when discounted at 7.5% provides a present
value estimate of approximately $95 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

                                       31

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, 1995 totaled $26.0
million.

In 1988, the trustees of certain pension and benefit trust funds (the "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 was remanded
to District Court where damage and other issues were 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. The Company, following the District
Court's ruling in December 1993, recognized in 1993 in its consolidated
financial statements the potential liability that might have resulted from an
adverse judgment in the Evergreen Case. 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 of entry of final judgment, plus
on-going contributions to the 1974 Pension Plan. The Company opposed this
motion. No decision on this motion of final judgment was entered.

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. 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.

In late March 1996 a settlement was reached in these cases, including the
Evergreen Case. Under the terms of the settlement, the coal subsidiaries which
had been signatories to earlier National Bituminous Coal Wage Agreements agreed
to make various lump sum payments in full satisfaction of all amounts allegedly
due to the Trust Funds through January 31, 1996, to be paid over time as
follows: approximately $25.8 million upon dismissal of the Evergreen Case and
the remainder of $24.0 million in installments of $7.0 million in 1996 and $8.5
million in each of 1997 and 1998. The first payment was entirely funded through
an escrow account previously established by the Company. In addition, the coal
subsidiaries agreed to future participation in the UMWA 1974 Pension Plan. The
BCOA case and a separate case against the UMWA have also been dismissed.

As a result of the settlement of these cases, the Company expects to record a
pretax gain of approximately $35 million in the first quarter of 1996 in its
consolidated financial statements.

                                       32

MINERAL VENTURES

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

(Dollars in thousands, except                Years Ended December 31
per ounce data)                           1995         1994        1993
=========================================================================
Net sales                              $ 16,600       15,494      14,845
Cost of sales                            12,674       10,620      12,902
Selling, general and administrative       3,571        3,910       2,819
Restructuring and other charges              --           --       7,920
- -------------------------------------------------------------------------
Total costs and expenses                 16,245       14,530      23,641
Other operating income (expense)           (148)         170         494
- -------------------------------------------------------------------------
Operating profit (loss)                $    207        1,134      (8,302)
=========================================================================
Stawell Gold Mine:
Mineral Ventures's 50% direct
 share ounces sold                       40,300       38,600      36,200
Average realized gold price
 per ounce (US$)                       $    400          399         364
=========================================================================

Mineral Ventures earned an operating profit of $0.2 million in 1995, amounting
to a decrease of $0.9 million from the level reported in 1994. The unfavorable
change principally reflects lower profits generated by the Stawell Gold Mine in
western Victoria, Australia, which experienced adverse geological conditions in
1995, causing temporarily lower produced ore grades and higher production costs.
Mineral Ventures has a 67% net equity interest in the Stawell mine and its
adjacent exploration acreage. Mineral Ventures' share of Stawell operating
profit amounted to $4.3 million in 1995, $0.7 million less than in 1994. Stawell
produced a total of 81,200 ounces of gold in 1995, 4% higher than the 78,000
ounces produced in 1994. Mineral Ventures is continuing exploration projects in
Nevada and Australia with its joint venture partner.

At December 31, 1995, remaining proven and probable gold reserves at the Stawell
mine were estimated at 408,000 recoverable ounces. The joint venture also has
exploration rights in the highly prospective district around the mine.

In addition, Mineral Ventures has a 17% indirect interest in the Silver Swan
base metals property in Western Australia. Reserves are currently estimated at
440,000 metric tons of ore graded at 14% nickel, with minor cobalt and arsenic
values, and are anticipated to increase as a result of current exploration
efforts. Feasibility studies at Silver Swan are well advanced, and mining is
currently expected to commence in mid-1997.

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 writedown 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 $0.4 million operating
loss in 1993. Operating results for 1994 and 1993 also reflected production from
the Stawell gold mine. In 1994 and 1993, the Stawell mine produced 78,000 ounces
and 73,800 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.

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.

                                       33

OTHER OPERATING INCOME
Other operating income for 1995 increased $2.1 million to $26.5 million from
$24.4 million in the prior year. Other operating income increased $4.4 million
in 1994 from the $20.0 million recorded in 1993. 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 $5.9
million decrease in equity in earnings of unconsolidated subsidiaries was more
than offset by increases in gains on the disposition of coal assets in 1995
compared to the amount recorded in 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 $0.2 million, $6.3
million and $7.5 million in 1995, 1994 and 1993, respectively.

CORPORATE AND OTHER EXPENSES
In 1995, general corporate expenses totaled $16.8 million compared with $16.2
million in the prior year. General corporate expenses aggregated $16.7 million
in 1993.

Other net expense for 1995 increased $0.7 million to $6.3 million from $5.6
million in 1994. Other net expense in 1994 increased by $1.0 million from $4.6
million in 1993. In 1994, $1.2 million of expenses were recognized on the
Company's redemption of its 9.2% Convertible Subordinated Debentures.

INTEREST EXPENSE
Interest expense totaled $14.3 million in 1995 compared with $11.5 million in
1994 and $10.2 million in 1993. The increase in 1995 compared with the prior
year was due to higher interest rates on higher average debt balances which
reflect the full year impact of the Addington acquisition. 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.

INCOME TAXES
In 1995 and 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 and lower taxes on foreign income. In addition, 1994 benefited
from a reduction in the valuation allowance for deferred tax assets. 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. These benefits were
partially offset by state income taxes and goodwill amortization.

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, 1995.

FINANCIAL CONDITION

CASH PROVIDED BY OPERATING ACTIVITIES
Cash provided by operating activities during 1995 totaled $156.5 million
compared with $154.7 million in 1994. The increase in cash provided by operating
activities principally reflected higher net income, partially offset by
additional investment in working capital at Burlington. Such requirements
primarily reflected initial working capital needs of recently acquired foreign
subsidiaries and increased international revenues, which tend to have longer
payment terms. Cash provided by operating activities in 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 1994 were significantly affected by
after-tax restructuring and other charges of $58.1 million which had a $10.2
million effect in 1994 on cash generated by operations compared to an $8.1
million effect in 1995. As discussed under Coal operations, funding requirements
for these charges and all other restructuring and other charges are expected to
be approximately $15 to $20 million during the next twelve months.

CAPITAL EXPENDITURES
Cash capital expenditures for 1995 totaled $124.5 million, and an additional
$27.3 million in expenditures were funded by operating and capital leases. Of
the amount of cash capital expenditures, $47.3 million (38%) was spent by BHS,
$32.3 million (26%) was spent by Burlington, $22.4 million (18%) was spent by
Brink's, $19.8 million (16%) was spent by Coal operations and $2.3 million (2%)
was spent by Mineral Ventures. Expenditures incurred by BHS in 1995 were
primarily for customer installations, representing the expansion in 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

                                       34

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 comprised 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 1995 required net cash of $2.0 million, which
primarily related to aircraft heavy maintenance outlays and acquisitions, mostly
offset by proceeds from the disposal of property, plant and equipment. 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 Resources, Inc. 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. Cash outlays for aircraft heavy
maintenance amounted to $22.4 million in 1995, $7.0 million higher than in 1994.
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 1996 are currently estimated to amount to
approximately $255 million, of which $85 million is expected to be leased, $100
million higher than the 1995 level of gross expenditures. The increase is
expected to result largely from expenditures at Burlington, supporting new
airfreight stations and implementation of new information systems, expenditures
at BHS resulting from continued expansion of the subscriber base, and at Brink's
in support of the CompuSafe business. In addition, the Company anticipates
spending approximately $20 million on aircraft heavy maintenance in 1996. The
Company intends to fund all 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 $350.0 million credit agreement with a
syndicate of banks (the "Facility"). The Facility included a $100.0 five-year
term loan, which originally matured in March 1999. The Facility also permitted
additional borrowings, repayments and reborrowings of up to an aggregate of
$250.0 million initially until March 1999. In March 1995, the 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 Facility is payable at rates based on prime, certificate of
deposit, Eurodollar or money market rates. At December 31, 1995, borrowings of
$100.0 million were outstanding under the term loan portion of the Facility and
there were no borrowings outstanding under the remainder of the Facility.

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 $251.9 million at December 31, 1995.
Under the terms of the Facility, the Company has agreed to maintain at least
$300.0 million of Consolidated Net Worth, as defined, and can incur additional
indebtedness of approximately $450.0 million.

DEBT
Outstanding debt, including borrowings under revolving credit agreements,
aggregated $177.6 million at December 31, 1995, up from $165.1 million at
year-end 1994. The $12.5 million increase in debt reflects the inclusion of
acquired debt as well as a modest shortfall in the net cash generation from
operating activities and the proceeds from the exercise of stock options which
was required to fund requirements for investing activities, dividend payments,
the repurchase of stock and an increase in cash balances, resulting in
additional borrowings under the Company's revolving 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 $0.8 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 year ended December 31, 1994.

                                       35

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 up to 360 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, 1995, the total notional value of foreign currency forward
contracts outstanding was $10.5 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, 1995, 51,865
ounces of gold, representing approximately 25% of the Company's recoverable
proved and probable reserves, were sold forward under forward sales contracts
that mature periodically through mid-1998, with a total notional value of $22.9
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, 1995, the fair value of the Company's forward sales
contracts amounted to $1.3 million.

Fuel contracts -- The Company has hedged a portion of its jet fuel requirements
through a swap contract. At December 31, 1995, the notional value of the jet
fuel swap, aggregating 11.2 million gallons, through mid-1996, was $5.8 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 10.8 million gallons with a notional value of $6.5
million and are applicable throughout the first half of 1996. The Company has
also entered into a collar transaction, applicable to 6.0 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, 1995, the fair value of these contracts was not significant.

Interest rate contracts -- In connection with the aircraft leasing transactions
by Burlington, the Company has entered into an interest rate swap agreement.
This variable to fixed interest rate swap agreement has a notional value of $30
million and fixes the Company's interest rate at 7.05% until January 2, 1998.
Given the decline in the base variable rate subsequent to when the agreement was
entered into, the cost to the Company to terminate the agreement would have been
$1.2 million on December 31, 1995.

In 1994, the Company entered into a standard three year variable to fixed
interest rate swap on a portion of the Company's U.S. dollar term loan. This
agreement fixed the Company's interest rate at 5% on initial borrowings of $40.0
million in principal. The principal amount to which the 5% interest rate applies
declines periodically throughout the term of the agreement, and at December 31,
1995, this rate applied to borrowings of $25.0 million in principal. In
addition, during 1995, the Company entered into two other variable to fixed
interest rate swap agreements. One agreement fixes the Company's interest rate
at 5.80% on $20.0 million in principal for a term of three years. The other
agreement fixes the Company's interest rate at 5.66% for a term of 21 months on
$10.0 million in principal, which increases to $20.0 million during the term.

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 $16.4 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 from prior years' in light of cost
inflation. The estimate of costs and the timing of payments could change as a
result of changes to the remediation plan required, changes in the technology
available to treat the site, unforseen circumstances existing at the site and
additional cost inflation.

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. In August 1995 the District

                                       36

Court ruled on various Motions for Summary Judgment. In its decision, the Court
found favorably for the Company on several matters relating to the comprehensive
general liability policies but concluded that the pollution liability policies
did not contain pollution coverage for the types of claims associated with the
Tankport site. The Company has filed a notice of its intent to appeal the
District Court's decision to the Third Circuit. Management and its outside legal
counsel continue to believe, however, that recovery of a substantial portion of
the cleanup costs will ultimately be probable of realization. Accordingly,
management is revising its earlier belief that there is no net liability for the
Tankport obligations, and it is the Company's belief that, based on estimates of
potential liability and probable realization of insurance recoveries, the
Company would be liable for approximately $1.4 million based on the Court's
decision and related developments of New Jersey law.

CAPITALIZATION
On January 18, 1996, the shareholders of the Company approved the Brink's Stock
Proposal, as described in Note 9, resulting in the modification of the capital
structure of the Company to include an additional class of common stock. The
outstanding shares of Pittston Services Group Common Stock ("Services Stock")
were redesignated as Pittston Brink's Group Common Stock ("Brink's Stock") on a
share-for-share basis, and a new class of common stock, designated as Pittston
Burlington Group Common Stock ("Burlington Stock"), was distributed on the basis
of one-half share of Burlington Stock for each share of Services Stock
previously held by shareholders of record on January 19, 1996. The Pittston
Brink's Group (the "Brink's Group") consists of the Brink's and BHS operations
of the Company. The Pittston Burlington Group (the "Burlington Group") consists
of the Burlington operations of the Company. The Pittston Minerals Group (the
"Minerals Group") consists of the Coal and Mineral Ventures operations of the
Company. The Company prepares separate financial statements for the Brink's,
Burlington and Minerals Groups in addition to consolidated financial information
of the Company.

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 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.

Brink's Stock, Burlington Stock and Minerals Stock were designed to provide
shareholders with separate securities reflecting the performance of the Brink's
Group, Burlington Group and Minerals Group, respectively, without diminishing
the benefits of remaining a single corporation or precluding future transactions
affecting any of the Groups.

The redesignation of the Company's common stock as Brink's Stock and the
distribution of Burlington Stock and Minerals Stock as a result of the approval
of the Brink's Stock and Services Stock Proposals did not result in any transfer
of assets and liabilities of the Company or any of its subsidiaries. Holders of
all three classes of stock are shareholders of the Company, which continues to
be responsible for all its liabilities. Therefore, financial developments
affecting the Brink's Group, the Burlington Group or the Minerals Group that
affect the Company's financial condition could affect the results of operations
and financial condition of all three Groups. The changes 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 Brink's Stock and Services Stock
Proposals. Since the approval of each 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 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 $43.0 million. In November 1995, the Board authorized, subject
to shareholder approval of the Brink's Stock Proposal, a revised share
repurchase program which allows for the purchase, from time to time, of up to
1,500,000 shares of Brink's Stock, 1,500,000 shares of Burlington Stock and
1,000,000 shares of Minerals Stock, not to exceed an aggregate purchase price of
$45.0 million. Prior to the revised programs, 401,900 shares of Services Stock
at an aggregate cost of $9.6 million were repurchased, of which 145,800 shares
at a total cost of $3.4 million were repurchased in 1995 and 256,100 shares at a
total cost of $6.2 million were repurchased in 1994. Under the share repurchase
program in effect prior to the revised program, 117,300 shares of Minerals Stock
at an aggregate cost of $1.7 million were repurchased, of which 78,800 shares at
a total cost of $0.9 million were repurchased in 1995 and 19,700 shares at a
total cost of $0.4 million were repurchased in 1994. No additional repurchases
were made during the remainder of 1995 subsequent to the implementation of the
revised program. The program to acquire shares remains in effect in 1996.

                                       37

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 attributed amount
equal to accrued and unpaid dividends thereon.

In 1994, the Board authorized the repurchase from time to time of up to $15
million of the new series of cumulative convertible preferred stock. In November
1995, the Board authorized an increase in the remaining authority to $15
million. Prior to the increased authorization, 24,700 shares at a total cost of
$9.6 million had been repurchased, of which 16,400 shares at a cost of $6.3
million were repurchased in 1995. No additional share repurchases were made
during the remainder of 1995 subsequent to the increased authorization. The
program to acquire shares remains in effect in 1996.

As of December 31, 1995, debt as a percent of capitalization (total debt and
shareholders' equity) was 25%, compared with 27% at December 31, 1994. The
decrease in the debt ratio since December 1994 was due to the 17% increase in
shareholders' equity compared to the 8% increase in total debt.

DIVIDENDS
The Board intends to declare and pay dividends on Brink's Stock, Burlington
Stock and Minerals Stock based on the earnings, financial condition, cash flow
and business requirements of the Brink's Group, Burlington 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 December 31, 1995, the
Available Minerals Dividend Amount was at least $24.9 million.

During 1995 and 1994, the Board declared and the Company paid dividends of 20
cents per share of Services Stock and 65 cents per share of Minerals Stock. At
present, the annual dividend rate for Minerals stock is 65 cents per share and
the initial dividend rates for Brink's Stock and Burlington Stock have been set
at 10 cents per share and 24 cents per share, respectively. On an equivalent

basis in 1995, the Company paid dividends of 9 cents per share on Brink's Stock
and 22 cents per share on Burlington Stock.

In 1995 and 1994, dividends paid on the cumulative convertible preferred stock
amounted to $4.4 million and $4.2 million, respectively. Preferred dividends
included on the Company's Statements of Operations for the years ended December
31, 1995 and 1994, are net of $1.6 million and $0.6 million, respectively, which
was the excess of the carrying amount of the preferred stock over the cash paid
to holders of the stock for repurchases made during each year.

PENDING ACCOUNTING CHANGES
The Company is required to implement a new accounting standard, Statement of
Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", in 1996. SFAS
No. 121 requires companies to review long-lived assets and certain identifiable
intangibles to be held and used by an entity for impairment whenever
circumstances indicate that the carrying amount of an asset may not be
recoverable. SFAS No.121 requires companies to utilize a two-step approach to
determining whether impairment of such assets has occurred and, if so, the
amount of such impairment. Although the Company is still reviewing the impact of
adopting SFAS No. 121, it is estimated that the Company's Coal operations will
incur a pretax charge to earnings of $25 to $30 million as of January 1, 1996.

The Company is required to implement a new accounting standard, SFAS No. 123,
"Accounting for Stock Based Compensation", in 1996. SFAS No. 123 establishes
financial accounting and reporting standards for stock-based employee
compensation plans. Although SFAS No. 123 encourages adoption of a fair value
based method of accounting for all employee stock compensation plans, it allows
entities to continue to measure compensation cost for those plans using the
intrinsic value based method of accounting prescribed by Accounting Principles
Board Opinion ("APB") No. 25, "Accounting for Stock Issued to Employees" with
disclosure of net income and earnings per share as if the fair value based
method of accounting is applied. The Company expects to continue to account for
its stock compensation plans according to APB No. 25 with the disclosure of the
impact on net income and earnings per share as if the fair value based method of
accounting were applied.

                                       38

Pittston Brink's Group

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

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

The Company will provide to holders of the Pittston Brink's Group Common Stock
("Brink's Stock") separate financial statements, financial reviews, descriptions
of business and other relevant information for the Brink's Group in addition to
consolidated financial information of the Company. Notwithstanding the
attribution of assets and liabilities (including contingent liabilities) between
the Brink's Group and the Pittston Minerals Group (the "Minerals Group") and the
Pittston Burlington Group (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 and
Services Stock Proposals, as described in the Company's proxy statements dated
June 24, 1993 and December 15, 1995, respectively, did not result in any
transfer of assets and liabilities of the Company or any of its subsidiaries.
Holders of Brink's Stock are shareholders of the Company, which continues to be
responsible for all its liabilities. Therefore, financial developments affecting
the Brink's Group, the Minerals Group or the Burlington Group that affect the
Company's financial condition could affect the results of operations and
financial condition of all three Groups. Accordingly, the Company's consolidated
financial statements must be read in connection with the Brink's Group's
financial statements.

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

RESULTS OF OPERATIONS

The Brink's Group's net income amounted to $51.1 million in 1995, compared with
the $41.5 million earned in 1994. Operating profit totaled $77.5 million, $10.0
million (15%) higher than the amount reported in 1994. Net income and operating
profit were favorably impacted by improved operating results generated by the
Brink's and BHS businesses. In 1995, net interest expense declined by $0.7
million, to $0.2 million, but the $3.5 million in other non-operating expense
represented a $0.4 million increase over the 1994 level. Total revenues of
$788.4 million amounted to a $131.4 million (20%) increase compared to the 1994
total, with Brink's increase accounting for $112.4 million and BHS's increase
accounting for $19.0 million. Operating expenses and selling, general and
administrative expenses increased by $116.4 million (20%) of which $104.4
million was incurred by Brink's and $11.9 million was incurred by 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.

BRINK'S

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

                                             Years Ended December 31
(In thousands)                            1995        1994        1993
========================================================================
Revenues                                $659,459     547,046     481,904
Operating expenses                       533,109     438,851     387,751
Selling, general and administrative       84,507      74,398      66,044
- ------------------------------------------------------------------------
Total costs and expenses                 617,616     513,249     453,795
- ------------------------------------------------------------------------
Other operating income                       895       5,913       6,899
- ------------------------------------------------------------------------
Operating profit                        $ 42,738      39,710      35,008
========================================================================
Depreciation and amortization           $ 21,844      20,553      20,150
========================================================================
Cash capital expenditures               $ 22,415      22,312      21,150
========================================================================
Revenues:
  North America (United States
   and Canada)                          $379,230     337,641     300,728
  International subsidiaries             280,229     209,405     181,176
- ------------------------------------------------------------------------
Total revenues                          $659,459     547,046     481,904
========================================================================
Operating profit:
  North America (United States
   and Canada)                          $ 29,159      23,235      20,049
  International operations                13,579      16,475      14,959
- ------------------------------------------------------------------------
Total operating profit                  $ 42,738      39,710      35,008
========================================================================

                                       39

Brink's 1995 operating profit of $42.7 million amounted to a $3.0 million (8%)
increase over the $39.7 million operating profit recorded in 1994. Revenues
increased by $112.4 million to $659.5 million, 21% higher than the 1994 level,
and operating expenses and selling, general and administrative costs increased
by $104.4 million to $617.6 million, a 20% increase over the prior year. Other
operating income of $0.9 million in 1995, represented a $5.0 million decline
from the amount reported in 1994, principally reflecting a reduction in equity
income from unconsolidated foreign affiliates.

Revenue from North American (United States and Canada) operations totaled $379.2
million in 1995, $41.6 million (12%) higher than the 1994 level. North American
operating profit amounted to $29.2 million, an increase of $5.9 million (25%)
compared to the $23.2 million recorded in 1994. The favorable change in
operating profit was largely attributable to improved results generated by the
armored car business, which includes automated teller machine (ATM) servicing,
as well as higher earnings from the diamond and jewelry and currency processing
businesses, partially offset by a decline in profits from the air courier
business.

Revenue from consolidated international subsidiaries increased by $70.8 million
(34%) to $280.2 million in 1995, but operating profit from international
subsidiaries and affiliates declined by 18%, to $13.6 million, from $16.5
million in the prior year. The increase in revenue principally reflects
additional business volume and higher prices in Brazil, the favorable impact of
the decline in the value of the U.S. dollar on foreign currency translation and
the consolidation of Colombian operations as a result of Brink's acquiring a
majority ownership of that company, in the third quarter of 1995. The decline in
operating profit from international subsidiaries and affiliates principally was
due to a $5.3 million deterioration in the reported results of Brink's Mexican
affiliate (20% owned), with Brink's share of the company's results amounting to
a $2.5 million loss in 1995 compared to a profit of $2.8 million in 1994. The
Mexican affiliate's results in 1995 were adversely impacted by the devaluation
of the local currency in December 1994, the decline in general economic
conditions, high local interest rates and the costs associated with downsizing
the company to focus on its core business. Operating profit in the Latin America
region, which includes Mexico, decreased by $1.4 million in 1995 compared to the
prior year, reflecting the decline in Mexican earnings, mostly offset by
improved results in Brazil and higher reported earnings from Colombia. Brink's
Brazil reported an operating profit of $5.3 million in 1995 compared to an

operating profit of $3.2 million in the prior year. The increase in Colombia
largely reflects the impact of the consolidation of results subsequent to
Brink's acquisition of a majority ownership position in the company. Earnings
declined by $2.6 million in the European region, while results in the
Asian/Pacific region increased by $0.9 million.

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, ATM servicing and
coin wrapping operations each contributed to the increase in North American
operating profit in 1994, while results for currency processing operations were
essentially equal 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.
Earnings in the Latin American region increased by $1.3 million, and the
international diamond and jewelry business generated $0.6 million higher results
while profits declined by $0.4 million in the European region. Latin America's
earnings primarily benefited from a $1.8 million increase in Brazil's 1994
reported earnings as compared to 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 armored car service providers 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.

                                       40

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

                                              Years Ended December 31
(Dollars in thousands)                    1995          1994           1993
=============================================================================
Revenues                               $ 128,936       109,947        89,049
Operating expenses                        66,575        59,334        46,203
Selling, general and administrative       22,855        18,181        16,446
- -----------------------------------------------------------------------------
Total costs and expenses                  89,430        77,515        62,649
- -----------------------------------------------------------------------------
Operating profit                       $  39,506        32,432        26,400
=============================================================================
Depreciation and amortization          $  21,028        17,817        14,357
=============================================================================
Cash capital expenditures              $  47,256        34,071        26,409
=============================================================================
Annualized service revenues (a)        $ 107,707        87,164        70,887
=============================================================================
Number of subscribers:
  Beginning of  period                   318,029       259,551       216,639
  Installations                           82,643        75,203        59,733
  Disconnects, net                       (22,013)      (16,725)      (16,821)
- -----------------------------------------------------------------------------
End of period                            378,659       318,029       259,551
=============================================================================

(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.

Revenues for BHS increased by $19.0 million (17%) to $128.9 million in 1995 from
$109.9 million in 1994. The increase in revenues was primarily from ongoing
monitoring and service revenues caused by the 19% growth in the subscriber base.
As a result of such growth, annualized service revenues in force at the end of
1995 grew 24% over the amount in effect at the end of 1994. The total amount of
installation revenue grew slightly over the 1994 amount as revenue from
increased installations was mostly offset by a reduction in revenue per
installation. Revenue per installation decreased due to the competitive
environment in the marketplace.

Operating profit of $39.5 million for 1995 represented an increase of $7.1
million (22%) compared to the $32.4 million earned in 1994. The increase in
operating profits stemmed from the 21% growth in average subscribers in 1995, as
compared to the prior year, and higher monitoring and service revenue, resulting
from the growth in the subscriber base, which was only partially offset by
increased account servicing and administrative expenses.

Installation and marketing costs incurred and expensed during 1995 increased
$0.8 million in 1995 over the 1994 amount. However, as a result of the
efficiencies generated by a larger recurring revenue base, the increase in
installation expenses offset only a small portion of the increase in recurring
margin such that operating profit as a percentage of revenue increased to 30.6%
in 1995 from 29.5% in the prior year.

The subscriber base on December 31, 1995, totaled 378,700 customers, 19% higher
than the balance at the end of the prior year. Annualized service revenues
amounted to $107.7 million in December 1995, 24% higher than in the comparable
period in 1994. The favorable change reflects the increased subscriber base as
well as higher average monthly revenues, principally from customer service
contracts.

BHS's revenues increased by $20.9 million (23%) in 1994 compared to the level
recorded in 1993. The growth in revenues primarily reflected 22% higher
monitoring and service revenues mainly due to a 21% increase in the average
subscriber base. Accordingly, annualized service revenues at year-end 1994 were
23% higher than the level at the end of the prior year. Installation revenues
increased by 29% in 1994 principally due to a 26% increase in new subscriber
installations, partially offset by a reduction in revenue per installation.

Operating profit in 1994 amounted to $32.4 million, $6.0 million (23%) higher
than the $26.4 million earned in 1993. The favorable change mainly reflected the
21% increase in the average subscriber base which was partially offset by an 8%
increase in ongoing expenses for monitoring, account servicing and
administration.

Installation and marketing costs incurred and expensed during 1994 increased by
$1.2 million over the 1993 level. As a result, operating profit as a percentage
of revenue remained unchanged at approximately 29.5%.

The increased monitoring revenue in 1995, as well as in 1994, was largely
attributable to an expanding subscriber base. Although total costs, including
installation and marketing 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
1995, BHS had approximately 378,700 subscribers, 46% more than the year-end 1993
subscriber base. New subscribers totaled 82,600 in 1995, 75,200 in 1994, and
59,700 in 1993. As a result, BHS's average subscriber base increased by 21% in
both 1995 and 1994, 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 $5.2 million to operating profit in 1995 and $4.1 million in
both 1994 and 1993. 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 $3.1
million in 1995 and $2.6 million in 1994 and 1993) and costs incurred in
maintaining facilities and

                                       41

vehicles dedicated to the installation process (in the amount of $2.1 million in
1995 and $1.5 million in 1994 and 1993). 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 1995, 1994 and in 1993 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 $4.8 million in 1995, $4.7 million in 1994 and
$4.8 million in 1993, respectively.

OTHER OPERATING INCOME
Other operating income decreased $5.0 million to $0.9 million in 1995 from $5.9
million in 1994. Other operating income also decreased $1.0 million to $5.9
million in 1994 from $6.9 million in 1993. Other operating income principally
includes the equity earnings of foreign affiliates. These earnings, which are
attributable to equity affiliates of Brink's, amounted to $0.1 million in 1995,
and $6.0 million in 1994, and $6.9 million in 1993, respectively. The decrease
in 1995 compared with the prior year is due in large part to the $5.3 million
unfavorable change in Brink's share of earnings from its affiliate in Mexico.

INTEREST EXPENSE
Interest expense for 1995 decreased $0.4 million to $2.1 million from $2.5
million in 1994 and decreased $0.2 million in 1994 from $2.7 million a year
earlier.

OTHER INCOME (EXPENSE), NET
Other net expense increased by $0.4 million to a net expense of $3.5 million in
1995 from a net expense of $3.1 million in 1994. In 1994, other net expense
decreased by $0.9 million to a net expense of $3.1 million from $4.0 million in
1993. Changes for the comparable periods are largely due to fluctuations in
foreign translation losses.

INCOME TAXES
In 1995 and 1994, the provision for income taxes was less than
the federal statutory rate of 35% primarily due to lower taxes on foreign
income, partially offset by provisions for state income taxes. In 1993, the
provision for income taxes exceeded the statutory federal income tax rate of 35%
primarily because of provisions for state income taxes.

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.

                                       42

Corporate assets which were allocated to the Brink's Group consisted primarily
of pension assets and deferred income taxes and amounted to $47.0 million and
$41.7 million at December 31, 1995 and 1994, respectively.

CASH PROVIDED BY OPERATING ACTIVITIES
Cash provided by operating activities totaled $90.8 million in 1995, increasing
from $83.5 million in 1994. The net increase in 1995 compared with 1994 was
largely due to the increase in net income and higher charges for depreciation
and amortization, partially offset by higher requirements for operating assets
and liabilities. Cash generated from operating activities exceeded cash
requirements for investing and financing activities, including $12.2 million
loaned to the Minerals Group and, as a result, cash and cash equivalents
increased $1.8 million during 1995 to a year-end total of $22.0 million.

CAPITAL EXPENDITURES
Cash capital expenditures for 1995 totaled $69.8 million, of which $47.3 million
was spent by BHS and $22.4 million was spent by Brink's. Cash capital
expenditures totaled $56.4 million in 1994. Additional expenditures financed
through capital and operating leases amounted to $16.2 million and $16.4 million
in 1995 and 1994, respectively. In 1995, a substantial portion of the Brink's
Group's total cash capital expenditures was attributable to BHS customer
installations, principally representing expansion of the subscriber base. Of the
total cash capital expenditures in 1995, $44.5 million or 64% related to these
costs. Capital expenditures made by Brink's during 1995 were primarily for
replacement and maintenance of current ongoing business operations.

FINANCING
Gross capital expenditures in 1996 are currently expected to amount to
approximately $125 million, of which approximately $15 million is expected to be
leased, $40 million higher than the 1995 level of gross expenditures. The
increase is expected to result largely from expenditures at BHS, resulting from
continued expansion of the subscriber base, and at Brink's from the CompuSafe
business. 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 $350.0 million credit agreement with a
syndicate of banks (the "Facility"). The Facility included a $100.0 million
five-year term loan, which originally matured in March 1999. The Facility also

permitted additional borrowings, repayments and reborrowings of up to an
aggregate of $250.0 million initially until March 1999. In March 1995, the
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 Facility is payable at rates based on prime,
certificate of deposit, Eurodollar or money market rates. No portion of the
total amount outstanding under the Facility at December 31, 1995 or at December
31, 1994 was attributed to the Brink's Group.

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 $251.9 million at December 31, 1995.
Under the terms of the Facility, the Company has agreed to maintain at least
$300.0 million of Consolidated Net Worth, as defined, and can incur additional
indebtedness of approximately $450.0 million.

DEBT
Total debt outstanding for the Brink's Group amounted to $14.8 million at
December 31, 1995 and $17.8 million at year-end 1994. The decline in debt in
1995 reflects the sufficiency of cash flow generated by operating activities to
fund investing activities, lending to the Minerals Group, dividends and other
share activity, and a modest increase in cash balances. At December 31, 1995, 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 December 31, 1995, the Minerals Group owed the Brink's Group $17.9 million,
an increase of $12.2 million from the $5.7 million owed at December 31, 1994.

At December 31, 1995, the Brink's Group owed the Minerals Group $21.8 million
for tax benefits, of which $14.0 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

                                       43

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 $16.4 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 from prior years in light of cost
inflation. The estimate of costs and the timing of payments could change as a
result of changes to the remediation plan required, changes in the technology
available to treat the site, unforseen circumstances existing at the site and
additional cost inflation.

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. In August 1995 the District Court
ruled on various Motions for Summary Judgment. In its decision, the Court found
favorably for the Company on several matters relating to the comprehensive
general liability policies but concluded that the pollution liability policies
did not contain pollution coverage for the types of claims associated with the
Tankport site. The Company has filed a notice of its intent to appeal the
District Court's decision to the Third Circuit. Management and its outside legal
counsel continue to believe, however, that recovery of a substantial portion of
the cleanup costs will ultimately be probable of realization. Accordingly,
management is revising its earlier belief that there is no net liability for the
Tankport obligations, and it is the Company's belief that, based on estimates of
potential liability and probable realization of insurance recoveries, the
Company would be liable for approximately $1.4 million based on the Court's
decision and related developments of New Jersey law.

CAPITALIZATION
On January 18, 1996, the shareholders of the Company approved the Brink's Stock
Proposal, resulting in the modification of the capital structure of the Company
to include an additional class of common stock. The outstanding shares of
Pittston Services Group Common Stock ("Services Stock") were redesignated as
Pittston Brink's Group Common Stock ("Brink's Stock") on a share-for-share
basis, and a new class of common stock, designated as Pittston Burlington Group
Common Stock ("Burlington Stock"), was distributed on the basis of one-half
share of Burlington Stock for each share of Services Stock previously held by
shareholders of record on January 19, 1996. As previously mentioned, the Brink's
Group consists of the Brink's and BHS operations of the Company. The Pittston
Burlington Group (the Burlington Group") consists the Burlington 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 Brink's
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 Brink's, Burlington and Minerals Groups in addition to
consolidated financial information of the Company.

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 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 Brink's Stock for each share of the
Company's previous common stock held by shareholders of record on July 26, 1993.

Brink's Stock, Burlington Stock and Minerals Stock are designed to provide
shareholders with separate securities reflecting the performance of the Brink's
Group, the Burlington Group and the Minerals Group, respectively, without
diminishing the benefits of remaining a single corporation or precluding future
transactions affecting any of the Groups.

The redesignation of the Company's common stock as Brink's Stock and the
distribution of Burlington Stock and Minerals Stock as a result of the approval
of the Brink's Stock and Services Stock Proposals did not result in any transfer
of assets and liabilities of the Company or any of its subsidiaries. Holders of
all three classes of stock are shareholders of the Company, which continues to
be responsible for all its liabilities. Therefore, financial developments
affecting the Brink's Group, the Burlington Group or the Minerals Group that
affect the Company's financial condition could affect the results of operations
and financial condition of all three Groups.

                                       44

The changes 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
Brink's Stock and Services Stock Proposals. Since the approval of each 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 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 $43.0 million. In November 1995, the Board authorized, subject
to shareholder approval of the Brink's Stock Proposal, a revised share
repurchase program which allows for the purchase, from time to time, of up to
1,500,000 shares of Brink's Stock, 1,500,000 shares of Burlington Stock and
1,000,000 shares of Minerals Stock, not to exceed an aggregate purchase price of
$45.0 million. Under the share repurchase program in effect prior to the revised
program allowing for the purchase of Brink's Stock, 401,900 shares of Services
Stock were repurchased at an aggregate cost of $9.6 million, of which 145,800
shares at an aggregate cost of $3.4 million were repurchased in 1995 and 256,100
shares at an aggregate cost of $6.2 million were repurchased in 1994. On an
equivalent basis, repurchases totaled 401,900 shares at an aggregate cost
attributed to the Brink's Group of $6.4 million, with repurchases of 145,800
shares at an attributed cost of $2.3 million in 1995 and 256,100 shares at an
attributed cost of $4.2 million in 1994. No additional repurchases were made
during the remainder of 1995 subsequent to the implementation of the revised
program. The program to acquire shares in the open market remains in effect in
1996.

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 1994, the Board authorized the repurchase from time to time of up to $15
million of the new series of cumulative convertible preferred stock. In November
1995, the Board authorized an increase in the remaining authority to $15
million. Prior to the increased authorization, 24,700 shares at a total cost of
$9.6 million were repurchased, of which 16,400 shares at a cost of $6.3 million
were repurchased in 1995. No additional share repurchases were made during the
remainder of 1995 subsequent to the increased authorization. The program to
acquire shares remains in effect in 1996.

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.

During 1995 and 1994, on an equivalent basis, the Board declared and the Company
paid dividends of 9 cents per share on Brink's Stock. The initial annual
dividend on Brink's Stock has been set at 10 cents per share.

In 1995 and 1994, dividends paid on the cumulative convertible preferred stock
were $4.4 million and $4.2 million, respectively.

PENDING ACCOUNTING CHANGES
The Brink's Group is required to implement a new accounting standard, Statement
of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", in
1996. SFAS No. 121 requires companies to review long-lived assets and certain
identifiable intangibles to be held and used by an entity for impairment
whenever circumstances indicate that the carrying amount of an asset may not be
recoverable. SFAS No.121 requires companies to utilize a two-step approach to
determining whether impairment of such assets has occurred and, if so, the
amount of such impairment. Although the Brink's Group is still reviewing the
impact of adopting SFAS No. 121, it is estimated that its adoption will not have
any impact on the Brink's Group's financial statements as of January 1, 1996.

The Brink's Group is required to implement a new accounting standard, SFAS
No. 123, "Accounting for Stock Based Compensation", in 1996. SFAS No. 123
establishes financial accounting and reporting standards for stock-based
employee compensation plans. Although SFAS No. 123 encourages adoption of
a fair value based method of accounting for all employee stock compensation
plans, it allows entities to continue to measure compensation cost for those
plans using the intrinsic value based method of accounting prescribed by
Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock
Issued to Employees" with disclosure of net income and earnings per share
as if the fair value based method of accounting is applied. The Brink's Group
expects to continue to account for its stock compensation plans according to
APB No. 25 with the disclosure of the impact on net income and earnings
per share as if the fair value based method of accounting were applied.

                                       45

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 the
Burlington Air Express, Inc. ("Burlington") operations of The Pittston Company
("the Company"), and a portion of the Company's corporate assets and liabilities
and related transactions which are not separately identified with operations of
a specific segment. The 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 expenses and credits. 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.

The Company will provide to holders of the Pittston Burlington Group Common
Stock ("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 Burlington Group and the Pittston Brink's Group (the
"Brink's Group") and the Pittston Minerals Group (the "Minerals 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 and Services Stock Proposals, as described in the Company's proxy
statements dated June 24, 1993 and December 15, 1995, respectively, did not
result in any transfer of assets and liabilities of the Company or any of its
subsidiaries. Holders of Burlington Stock are shareholders of the Company, which
continues to be responsible for all its liabilities.

Therefore, financial developments affecting the Burlington Group, the Brink's
Group or the Minerals Group that affect the Company's financial condition could
affect the results of operations and financial condition of all three Groups.
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 1995 was $32.9 million, compared with
$38.4 million in 1994. Operating profit totaled $54.0 million in 1995, compared
with $64.6 million in 1994. Net income and operating profits in 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. Revenues for 1995 increased 16% compared with the prior
year.

Operating expenses and selling, general and administrative expenses for 1995
increased $209.8 million or 18% over the 1994 level.

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.

                                       46

BURLINGTON OPERATIONS

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

(Dollars in thousands - except per               Years Ended December 31
pound/shipment amounts)                         1995          1994         1993
- -------------------------------------------------------------------------------
                                                            
Revenues:
Airfreight
 Domestic U.S.                             $ 528,174       561,286      457,159
 International                               681,914       534,761      461,336
- -------------------------------------------------------------------------------
Total airfreight                           1,210,088     1,096,047      918,495
Other                                        204,733       119,237       79,584
- -------------------------------------------------------------------------------
Total revenues                             1,414,821     1,215,284      998,079

Operating expense                          1,245,721     1,043,895      865,587
Selling, general and administrative          113,210       105,371       97,332
- -------------------------------------------------------------------------------
Total costs and expenses                   1,358,931     1,149,266      962,919
- -------------------------------------------------------------------------------
Other operating income                         2,833         3,206        2,811
- -------------------------------------------------------------------------------
Operating profit:
 Domestic U.S.                                30,416        45,732       19,290
 International                                28,307        23,492       18,681
- -------------------------------------------------------------------------------
Operating profit                           $  58,723        69,224       37,971
===============================================================================
Depreciation and amortization              $  19,856        17,209       15,250
===============================================================================
Cash capital expenditures                  $  32,288        23,946       28,253
===============================================================================
Airfreight shipment growth rate (a)             5.7%          6.1%         4.3%
Airfreight weight growth rate (a):
 Domestic U.S.                                 (3.8%)        19.3%        12.5%
 International                                 25.3%         25.3%        15.8%
 Worldwide                                      9.6%         22.1%        14.3%
Worldwide airfreight weight
 (million pounds)                            1,368.1       1,248.5      1,020.4
===============================================================================
Worldwide airfreight shipments
 (thousands)                                   5,080         4,805        4,530
===============================================================================
Worldwide average airfreight:
 Yield (revenue per pound)                 $   0.885         0.878        0.900
 Revenue per shipment                      $     238           228          203
 Weight per shipment (pounds)                    269           260          225
===============================================================================

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

Burlington's operating profit amounted to $58.7 million in 1995, a decline of
$10.5 million (15%) from the level achieved in 1994, as the prior year's results
benefited from significant additional domestic freight as a result of a
nationwide trucking strike, which added an estimated $8 million to operating
profit. Worldwide revenues increased by 16% to $1.4 billion from $1.2 billion in
1994. The $199.5 million growth in revenues principally reflects a 10% increase
in worldwide airfreight pounds shipped as well as substantially higher
non-airfreight revenues.

During 1995, worldwide airfreight revenues increased as a result of higher
volumes and a slight increase in average yields (revenue per pound). Worldwide
airfreight weight shipped increased by 10%, from 1,248.5 million pounds in 1994
to 1,368.1 million pounds in 1995. The average worldwide yield increased by less
than 1%, exceeding $0.88 per pound reflecting a higher proportion of

international volume. Operating and selling, general and administrative expenses
increased by 18% over the 1994 level reflecting additional business volume as
well as recently acquired foreign subsidiaries.

Domestic airfreight revenues decreased by 6% to $528.2 million from $561.3
million in the prior year. Domestic operating profit also declined from $45.7
million in 1994 to $30.4 million in 1995. Operating profit declined by 33%
reflecting a 2% decrease in the average yield, 4% lower volume and modestly
higher average transportation costs, partially offset by lower administrative
costs. The volume decline was significantly impacted by the trucking strike in
the second quarter of 1994, which served to increase substantially weight
shipped in that period. Despite reduced domestic volumes and lower yields in
1995, Burlington's operating margins were favorably impacted by its ability to
adjust its fleet, station and labor cost structure to its changing volume
requirements.

In December 1995, Burlington agreed to provide continuation of airfreight
services to the former customers of Roadway Global Air ("RGA"), which announced
its exit from the airfreight business in November. At the end of 1995,
Burlington continued its program of adapting its service and cost structure to
meet seasonal domestic volume requirements by reducing temporarily its private
fleet by four aircraft and otherwise reconfiguring its route system in
anticipation of the traditionally weaker first quarter of the year.

International airfreight revenues of $681.9 million represented a $147.2 million
(28%) increase over the $534.8 million reported in 1994. International operating
profit amounted to $28.3 million in 1995, 20% higher than the 1994 level,
principally due to a 25% favorable change in airfreight weight shipped and 2%
higher average yields, partially offset by higher transportation costs. The
increase in volume is mainly attributed to the growth in the world-wide flow of
international airfreight and the expansion of company-owned operations.
Burlington continued to expand its global operations in 1995 with new company
operations in Denmark, Ireland, Italy, Mexico and Portugal. During the fourth
quarter, Burlington entered into a joint venture in South Africa and acquired an
ocean freight forwarder in Germany.

Revenues from other activities, primarily international, which include import
transactions such as customs clearance and import related services, as well as
ocean freight services, increased 72% or $85.5 million to $204.7 million, due to
an increase in international shipment volume and a continued expansion of ocean
freight services. In 1995, Burlington created a new independent business unit,
Logistics Advantage'tm', to provide customers with cost-effective logistics
solutions on a worldwide basis. The unit has warehouse locations in Toledo,
Ohio; London, England and the Netherlands, as well as a new facility in
Singapore.

                                       47

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. 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 $0.02 to $0.88 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 profit of $23.5 million in 1994 increased 26% 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.

Revenues from other activities, primarily international, increased 50% or $39.7
million in 1994 compared to the 1993 level.

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 $4.8 million, $4.7 million and $4.8 million in
1995, 1994 and 1993, respectively.

OTHER OPERATING INCOME
Other operating income decreased $0.4 million to $2.8 million in 1995 from $3.2
million in 1994 and increased $0.4 million in 1994 from $2.8 million in 1993.
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 $2.3 million to $4.4 million in 1995 from $2.1 million
in 1994. The increase is primarily attributed to $3.4 million of interest income
earned from amounts owed by the Minerals Group in 1995, as compared to $1.3
million earned in 1994.

INTEREST EXPENSE
Interest expense for 1995 increased $1.3 million to $5.1 million from $3.8
million in 1994. The increase in 1995 compared with 1994 was primarily due to
significantly higher average borrowings, a significant portion of which resulted
from the Burlington Group's expansion of international operations. Interest
expense for 1994 decreased $2.3 million to $3.8 million from $6.1 million in
1993. The decrease in 1994 compared with

                                       48

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, which was attributed to the Burlington
Group.

OTHER INCOME (EXPENSE), NET
In 1995, other net expense increased by $0.1 million to a net expense of $1.7
million. In 1994, other net expense increased $1.5 million compared to 1993
primarily reflecting $1.2 million of expenses recognized on the Company's
redemption of its 9.2% Convertible Subordinated Debentures. Other changes for
the comparable periods are largely due to fluctuations in foreign translation
losses.

INCOME TAXES
In 1995, 1994 and 1993, 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. In addition, in 1995 and 1994 the higher taxes
were partially offset by lower taxes on foreign income.

FINANCIAL CONDITION
A portion of the Company's corporate assets and liabilities has been attributed
to the 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 $32.4
million at December 31, 1995 and $49.1 million at December 31, 1994.

CASH PROVIDED BY OPERATING ACTIVITIES
Cash provided by operating activities totaled $39.5 million in 1995, amounting
to a decrease of $64.4 million from $103.8 million in 1994. The decline in such
cash generation primarily reflects investment in the initial working capital
requirements of recently acquired foreign subsidiaries as well as an increase in
international revenues, which typically have longer payment terms.

CAPITAL EXPENDITURES
Cash capital expenditures for 1995 totaled $32.4 million and an additional $2.4
million of expenditures were made through capital and operating leases. Cash
capital expenditures totaled $24.0 million in 1994 and an additional $1.0
million of expenditures were made through capital and operating leases. Capital
expenditures made during 1995 included expenditures to support new airfreight
stations and the implementation of new information systems as well as outlays
for replacement and maintenance of current ongoing business operations.

OTHER INVESTING ACTIVITIES
Other investing activities, primarily outlays for aircraft heavy maintenance,
required net funding of $19.6 million in 1995 compared to $16.0 million in the
prior year. Cash outlays for heavy maintenance amounted to $22.4 million in
1995, $7.0 million higher than in 1994.

FINANCING
Gross capital expenditures in 1996 are currently expected to amount to
approximately $65 million, of which $30 million is currently expected to be
leased, $30 million higher than the 1995 level of gross expenditures. The
increase is expected to result largely from expenditures at Burlington to
support new airfreight stations and the implementation of new information
systems. Burlington anticipates spending approximately $20 million on aircraft
heavy maintenance in 1996. The Burlington Group intends to fund all 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, short-term borrowing
arrangements or borrowings from the Brink's Group or the Minerals Group.

In March 1994, the Company entered into a $350.0 million credit agreement with a
syndicate of banks (the "Facility"). The Facility included a $100.0 million
five-year term loan, which originally matured in March 1999. The Facility also
permitted additional borrowings, repayments and reborrowings of up to an
aggregate of $250.0 million initially until March 1999. In March 1995, the
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 Facility is payable at rates based on prime,
certificate of deposit, Eurodollar or money market rates. No portion of the
total amount outstanding under the Facility at December 31, 1995 was attributed
to the Burlington Group. At December 31, 1994, $23.4 million of the total amount
outstanding under the Facility was attributed to the Burlington Group.

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 $251.9 million at December 31, 1995.
Under the terms of the Facility, the Company has agreed to maintain at least
$300.0 million of Consolidated Net Worth, as defined, and can incur additional
indebtedness of approximately $450.0 million.

DEBT
Total debt outstanding for the Burlington Group amounted to $60.8 million at
December 31, 1995 and $51.6 million at year-end 1994. At December 31, 1995 and
December 31, 1994, no portion of such debt was payable to either the Brink's
Group or the Minerals Group. During 1995 there was a net cash outflow

                                       49

before financing of $12.5 million. In addition, requirements for share
activities of $4.4 million, lending to the Minerals Group of $0.9 million and a
$7.5 million increase in cash balances resulted in requirements for external
borrowings totaling $25.2 million. The Burlington Group's $23.4 million
obligation under the Company's term loan was assumed by the Minerals Group at
year end 1995 as a partial settlement of the Minerals Group payable to the
Burlington Group. In addition, the year-end 1995 debt balance included debt
assumed related to acquisitions and an increase in capital lease obligations.

During 1994, cash generated from operations was less than cash requirements for
investing activities, lending to the Minerals Group, share activity and an
increase in cash balances, and as a result, net cash required from external
borrowings totaled $1.3 million.

RELATED PARTY TRANSACTIONS
At December 31, 1995, the Minerals Group owed the Burlington Group $19.9
million, a $22.6 million decrease from the $42.5 million owed at December 31,
1994, which reflects the Minerals Group's assumption of the Burlington Group's
external debt mentioned above.

At December 31, 1995, the Burlington Group owed the Minerals Group $22.0 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 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, 1995, the
total contract value of foreign currency forward contracts outstanding was $6.2
million. 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, 1995, the notional value
of the jet fuel swap, aggregating 11.2 million gallons, through mid-1996, was
$5.8 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 10.8 million gallons with a notional

value of $6.5 million and are applicable throughout the first half of 1996. The
Company has also entered into a collar transaction applicable to 6.0 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 transactions by
Burlington, the Company has entered into an interest rate swap agreement. The
variable to fixed interest rate swap agreement has a notional value of $30
million and fixes the Company's interest rate at 7.05% until January 2,1998.
Given the decline in the base variable rate subsequent to when the agreement was
entered into, the cost to the Company to terminate the agreement would have been
$1.2 million on December 31, 1995.

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 $16.4 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.

                                       50

The cleanup estimates have been modified from prior years' in light of cost
inflation. The estimate of costs and the timing of payments could change as a
result of changes to the remediation plan required, changes in the technology
available to treat the site, unforseen circumstances existing at the site and
additional cost inflation.

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. In August 1995 the District Court
ruled on various Motions for Summary Judgment. In its decision, the Court found
favorably for the Company on several matters relating to the comprehensive
general liability policies but concluded that the pollution liability policies
did not contain pollution coverage for the types of claims associated with the
Tankport site. The Company has filed a notice of its intent to Appeal the
District Court's decision to the Third Circuit. Management and its outside legal
counsel continue to believe, however, that recovery of a substantial portion of
the cleanup costs will ultimately be probable of realization. Accordingly,
management is revising its earlier belief that there is no net liability for the
Tankport obligations, and it is the Company's belief that, based on estimates of
potential liability and probable realization of insurance recoveries, the
Company would be liable for approximately $1.4 million based on the Court's
decision and related developments of New Jersey law.

CAPITALIZATION
On January 18, 1996, the shareholders of the Company approved the Brink's Stock
Proposal, resulting in the modification of the capital structure of the Company
to include an additional class of common stock. The outstanding shares of
Pittston Services Group Common Stock ("Services Stock") were redesignated as
Pittston Brink's Group Common Stock ("Brink's Stock") on a share-for-share
basis, and a new class of common stock, designated as Pittston Burlington Group
Common Stock ("Burlington Stock"), was distributed on the basis of one-half
share of Burlington Stock for each share of Services Stock previously held by
shareholders of record on January 19, 1996. Pittston Brink's Group (the "Brink's
Group") consists of the Brink's and BHS operations of the Company. As previously
mentioned, the Burlington Group consists of the Burlington operations of the
Company. Pittston Minerals Group (the "Minerals Group") consists of Coal and
Mineral Ventures operations of the Company. The approval of the Brink's 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, Brink's and Burlington Groups in addition to consolidated
financial information of the Company.

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 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.

Brink's Stock, Burlington Stock and Minerals Stock are designed to provide
shareholders with separate securities reflecting the performance of the Brink's
Group, Burlington Group and Minerals Group, respectively, without diminishing
the benefits of remaining a single corporation or precluding future transactions
affecting any of the Groups.

The redesignation of the Company's common stock as Brink's Stock and the
distribution of Burlington Stock and Minerals Stock as a result of the approval
of the Brink's Stock and Services Stock Proposals did not result in any transfer
of assets and liabilities of the Company or any of its subsidiaries. Holders of
all three classes of stock are shareholders of the Company, which continues 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 all three 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 Brink's Stock and Services Stock
Proposals. Since the approval of each proposal, capitalization of the Company
has been effected by the share activity related to each of the classes of common
stock.

In 1993, 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 $43.0 million. In November 1995, the Board authorized, subject
to shareholder approval of the Brink's Stock Proposal, a revised share
repurchase program which allows for the purchase, from time to time, of up to
1,500,000 shares of Brink's Stock, 1,500,000 shares of Burlington Stock and
1,000,000 shares of Minerals Stock, not to exceed an aggregate purchase price of
$45.0 million. Under the share repurchase program in effect prior to the revised
program allowing for the purchase of Burlington Stock, 401,900 shares of
Services Stock were repurchased at an aggregate cost of $9.6 million, of which
145,800 shares at an aggregate cost of $3.4 million were repurchased in 1995 and
256,100 shares at an aggregate cost of $6.2 million were repurchased in 1994. On
an equivalent basis, share repurchases

                                       51

totaled 200,950 at an aggregate cost attributed to the Burlington Group of $3.2
million, with repurchases of 72,900 shares at an attributed cost of $1.1 million
in 1995 and 128,100 shares at an attributed cost of $2.0 million in 1994. No
additional repurchases were made during the remainder of 1995 subsequent to the
implementation of the revised program. The program to acquire shares in the open
market remains in effect in 1996.

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 1994, the Board authorized the repurchase from time to time of up to $15
million of the new series of cumulative convertible preferred stock. In November
1995, the Board authorized an increase in the remaining authority to $15
million. Prior to the increased authorization, 24,700 shares at a total cost of
$9.6 million were repurchased, of which 16,400 shares at a cost of $6.3 million
were repurchased in 1995. No additional share repurchases were made during the
remainder of 1995 subsequent to the increased authorization. The program to
acquire shares remains in effect in 1996.

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.

During 1995 and 1994, the Board declared and the Company paid dividend shares of
Services Stock on an equivalent basis of 22 cents per share on Burlington Stock.
The initial annual dividend on Burlington Stock has been set at 24 cents per
share.

In 1995 and 1995, dividends paid on the cumulative convertible preferred stock
were $4.4 million and $4.2 million, respectively.

PENDING ACCOUNTING CHANGES
The Burlington Group is required to implement a new accounting standard,
Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of", in 1996. SFAS No. 121 requires companies to review long-lived assets and
certain identifiable intangibles to be held and used by an entity for impairment
whenever circumstances indicate that the carrying amount of an asset may not be
recoverable. SFAS No.121 requires companies to utilize a two-step approach to
determining whether impairment of such assets has occurred and, if so, the
amount of such impairment. Although the Burlington Group is still reviewing the
impact of adopting SFAS No. 121, it is estimated that its adoption will not have
any impact on the Burlington Group's financial statements as of January 1, 1996.

The Burlington Group is required to implement a new accounting standard, SFAS
No. 123, "Accounting for Stock Based Compensation", in 1996. SFAS No. 123
establishes financial accounting and reporting standards for stock-based
employee compensation plans. Although SFAS No. 123 encourages adoption of a fair
value based method of accounting for all employee stock compensation plans, it
allows entities to continue to measure compensation cost for those plans using
the intrinsic value based method of accounting prescribed by Accounting
Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued to
Employees" with disclosure of net income and earnings per share as if the fair
value based method of accounting is applied. The Burlington Group expects to
continue to account for its stock compensation plans according to APB No. 25
with the disclosure of the impact on net income and earnings per share as if the
fair value based method of accounting were applied.

                                       52

Pittston Minerals Group
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

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

The Company will provide to holders of the Pittston Minerals Group Common Stock
("Minerals Stock") separate financial statements, financial reviews,
descriptions of business and other relevant information for the Minerals Group
in addition to consolidated financial information of the Company.
Notwithstanding the attribution of assets and liabilities (including contingent
liabilities) between the Minerals Group and the Pittston Brink's Group (the
"Brink's Group") and the Pittston Burlington Group (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 and Services Stock Proposals, as described in the Company's
proxy statements dated June 24, 1993 and December 15, 1995, respectively, did
not result in any transfer of assets and liabilities of the Company or any of
its subsidiaries. Holders of Minerals Stock are shareholders of the Company,
which continues 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 all three Groups. Accordingly, the
Company's consolidated financial statements must be read in connection with the
Minerals Group's financial statements.

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

RESULTS OF OPERATIONS

The Minerals Group earned $14.0 million of net income in 1995, compared to a net
loss of $52.9 million in 1994. Results in 1994 included charges of $58.1 million
and $90.8 million, affecting net income and operating profit, respectively, for
asset writedowns and accruals for costs related to facility shutdowns at Coal
operations. Notwithstanding the 1994 charges, net income increased by $8.8
million in 1995. This increase resulted from higher operating earnings primarily
from sales of assets and a favorable litigation accrual as well as a significant
tax benefit, offset in part by an increase in net interest expense and
nonoperating expenses.

In 1994, the Minerals Group had a net loss of $52.9 million and an operating
loss of $89.2 million. In 1993, the Minerals Group had a net loss of $33.0
million and an operating loss of $63.8 million. Net income and operating profit
for 1994 included charges totaling $58.1 million and $90.8 million,
respectively, attributable to 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 including a litigation accrual,
totaling $48.9 million and $78.6 million, respectively. Such charges in 1993
impacted both Coal and Mineral Ventures operating results. Net income and
operating profit for 1994 compared with 1993 were positively impacted by
improved results from Mineral Ventures operations. 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.

                                       53

COAL
The following is a table of selected financial data for coal operations on a
comparative basis:

                                                Years Ended December 31
(In thousands)                                    1995        1994         1993
===============================================================================
                                                                   
Net sales                                     $706,251     779,504      672,244

Cost of sales                                  683,621     760,966      632,777
Selling, general and administrative             22,415      26,294       26,752
Restructuring and other charges,
 including litigation accrual                       --      90,806       70,713
- -------------------------------------------------------------------------------
Total costs and expenses                       706,036     878,066      730,242
- -------------------------------------------------------------------------------
Other operating income                          22,916      15,111        9,752
- -------------------------------------------------------------------------------
Operating profit (loss)                       $ 23,131     (83,451)     (48,246)
================================================================================
Coal sales (tons):
 Metallurgical                                   8,447       9,884       11,675
 Utility and industrial                         15,949      18,198       10,277
- -------------------------------------------------------------------------------
Total coal sales                                24,396      28,082       21,952
================================================================================
Production/purchased (tons):
 Deep                                            3,982       4,857        7,061
 Surface                                        12,934      15,107        7,492
 Contract                                        1,941       2,364        2,521
- -------------------------------------------------------------------------------
                                                18,857      22,328       17,074
Purchased                                        6,047       5,826        4,533
- -------------------------------------------------------------------------------
Total                                           24,904      28,154       21,607
================================================================================

Coal operations' operating profit amounted to $23.1 million in 1995, compared to
the $83.5 million operating loss recorded in 1994. Earnings in 1994 included
$90.8 million of charges for asset writedowns and accruals for costs related to
facility shutdowns. Excluding the charges for asset writedowns and accruals from
the 1994 results, operating profits from coal operations increased by $15.8
million in 1995.

The Coal operations' operating profit, excluding restructuring and other
charges, is analyzed as follows:

                                                    Years Ended December 31
(In thousands)                                      1995        1994        1993
================================================================================
                                                                    
Net coal sales                                  $702,864     777,758     650,972
Current production cost of coal sold             648,383     723,967     583,047
- --------------------------------------------------------------------------------
Coal margin                                       54,481      53,791      67,925
Non-coal margin                                      749         321       3,262
Other operating income (net)                      22,916      15,114       9,752
- --------------------------------------------------------------------------------
Margin and other income                           78,146      69,226      80,939
- --------------------------------------------------------------------------------
Other costs and expenses:
  Idle equipment and closed mines                  9,979       4,854       3,929
  Inactive employee cost                          22,621      30,723      27,791
  General and administrative                      22,415      26,294      26,752
- --------------------------------------------------------------------------------
Total Other costs and expenses                    55,015      61,871      58,472
- --------------------------------------------------------------------------------
Operating profit (before restructuring
  and other charges)                            $ 23,131       7,355      22,467
================================================================================
Coal margin per ton:
  Realization                                   $  28.81       27.70       29.65
  Current production costs                         26.58       25.78       26.56
- --------------------------------------------------------------------------------
Coal margin                                     $   2.23        1.92        3.09
================================================================================

Total coal margin of $54.5 million for 1995 increased by $0.7 million (1%) from
1994. As a $0.31 per ton (16%) increase in average margin more than offset a 13%
decline in sales volume.

Sales volume of 24.4 million tons in 1995 was 3.7 million tons less than the
28.1 million tons sold in 1994. Steam coal sales decreased by 2.2 million tons
to 15.9 million tons and metallurgical coal sales declined by 1.4 million tons
to 8.4 million tons compared to the prior year. Steam coal sales represented 65%
of total volume in 1995, as in 1994.

Coal margin per ton increased to $2.23 in 1995 from $1.92 for 1994 caused by a
$1.11 (4%) per ton increase in realization partially offset by a $0.80 (3%) per
ton increase in current production costs. However, coal margin remains
significantly below the 1993 level. The average realization increase was largely
due to an increase in metallurgical coal pricing. Export metallurgical coal
prices increased substantially in the coal contract year which began on April 1,
1995, compared to the prior year level, with realizations generally increasing
by $4.00 to $5.50 per metric ton, depending upon coal quality. Domestic steam
coal markets continued to be depressed in 1995, with spot pricing at
exceptionally low levels. However, the majority of Coal operations' steam coal
sales were, in 1995, and continue to be sold under long term contracts. Coal
operations is currently in negotiations with a majority of its metallurgical
customers for the contract year which begins on April 1, 1996; to date,
settlements have been reached with certain key customers for export
metallurgical shipments reflecting price changes, ranging from a modest decrease
to a modest increase, depending on coal quality. At this time, the weighted
average price for all metallurgical coal shipments for the contract year
beginning April 1, 1996 cannot be predicted.

The current production cost of coal sold increased over the 1994 level largely
stemming from higher mining costs and an increase in the cost of purchased coal.
Production in 1995 totaled 18.9 million tons, a 16% decrease compared to the
22.3 million tons produced in 1994, principally reflecting the scheduled
reduction in underground mine production, during 1994 and early 1995, and the
idling of surface steam coal mines. Current production costs benefited from a
reduction in property taxes associated with certain properties. The property tax
reduction was approximately $2.5 million in 1995 and will have an annual ongoing
favorable impact of $2.0 million on costs. Surface production accounted for 70%
and 69% of total production in 1995 and 1994, respectively. Productivity of 37
tons per man day represented a 5% increase over the 1994 level.

                                       54

Results in 1996 are currently expected to reflect continued margin pressure.
Cost pressures will reflect the severe winter weather, higher costs incurred by
the mines in production, and higher purchased coal costs, which are expected to
be mitigated in part by the anticipated modest price increases on contract steam
coal sales.

Other operating income, primarily reflecting sales of properties and equipment
and third party royalties, amounted to $22.9 million in 1995, $7.8 million
higher than in 1994. The favorable change in 1995 primarily reflects additional
income from property dispositions.

Idle equipment and closed mine costs increased by $5.1 million in 1995,
primarily reflecting higher idle equipment costs due to the idling of two
surface mines in 1995. Inactive employee costs, which primarily represent long
term employee liabilities for pension and retiree medical costs, were reduced by
$8.1 million to $22.6 million in 1995. Such a reduction primarily reflects the
use of higher long term interest rates used to calculate the present value of
the long term liabilities at the beginning of 1995 compared to those used in
1994. In addition, reduced costs reflected the continued decline in black lung
claims and a $2.5 million benefit recorded from a favorable litigation decision
which reduced previously expensed employee benefits. As a result of long term
interest rates in early 1996 which were at or below the rates in the beginning
of 1994, inactive employee costs are expected to approximate the 1994 level for
1996.

Selling, general and administrative costs declined by $3.9 million compared to
the 1994 level. Expenses were reduced in 1995 as a result of cost control
efforts, as well as the benefit from the full year impact of the consolidation
of administrative functions subsequent to the acquisition in early 1994 of
substantially all the coal mining operations and coal sales contracts of
Addington Resources, Inc. ("Addington").

Coal operations had an $83.5 million operating loss in 1994 compared with an
operating loss of $48.2 million in 1993. Results for 1994 included the operating
results generated by the assets purchased in the Addington acquisition, which
was consummated 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, which was $1.92 per ton in 1994, decreased $1.17 or 38%
from the 1993 level with a 7% or $1.95 per ton decrease in average realization,
only partially offset by a 3% or $0.78 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 was largely due to the shift
to lower cost surface production. However, margins were negatively impacted by
costs that continued at higher than expected levels, particularly at the
operations acquired from Addington. In addition, adverse geological conditions
were also encountered at one of the mines acquired from Addington.

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

                                       55

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.

The market for metallurgical coal, for much 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, 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, Coal operations incurred pretax 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 included severance payments, medical
insurance, workers' compensation and other benefits and were 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 ceased coal production in 1994. 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 substantially complete. 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 81% to
approximately 140 employees at December 31, 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 1995, steam coal sales amounted to approximately 65% of total
coal sales, up from less than 50% in 1993. Production from surface mines
increased to 70% of total production for 1995 as compared to 45% in 1993. In
addition, metallurgical coal produced/ purchased decreased to 8.4 million tons
versus 11.7 million tons when comparing 1995 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

                                       56

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 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 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 December 31, 1994                 3,787     38,256        43,372     85,415
Payments (d)                              1,993      7,765         7,295     17,053
Other reductions (e)                        576      1,508            --      2,084
- -----------------------------------------------------------------------------------
Balance December 31, 1995                $1,218     28,983        36,077     66,278
===================================================================================

(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) Of the total payments made, in 1994, $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) Of the total payments made in 1995, $6,424 was for liabilities recorded in
years prior to 1993, $2,486 was for liabilities recorded in 1993 and $8,143 was
for liabilities recorded in 1994.

(e) These amounts represent the assumption of liabilities by third parties as a
result of sales transactions.

During the next 12 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
year. The liability for mine and plant closure costs is expected to be satisfied
over the next ten years, of which approximately 50% is expected to be paid over
the next two years. The liability for employee related costs, which is primarily
workers' compensation, is estimated to be 50% settled over the next four years
with the balance paid during the following five to ten years.

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 $0.40 per hour on December 15 of each of the years 1994 to 1997 and includes
improvements in certain employee benefit programs.

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 1995, 1994 and 1993, these amounts, on a pretax basis, were
approximately $10.8 million, $11.0 million, and $9.1 million, respectively. The
Company believes that the annual cash funding under the Health Benefit Act for
the Pittston Companies' assigned beneficiaries will continue at approximately
$10 million per year for the next several years and should begin to decline
thereafter as the number of such assigned beneficiaries decreases.

                                       57

Based on the number of beneficiaries actually assigned by the Social Security
Administration, the Company estimates the aggregate pretax liability relating to
the Pittston Companies' assigned beneficiaries remaining at December 31, 1995 at
approximately $220 million, which when discounted at 7.5% provides a present
value estimate of approximately $95 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, 1995 totaled $26.0
million.

In 1988, the trustees of certain pension and benefit trust funds (the "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 was remanded
to District Court where damage and other issues were 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. The Company, following the District
Court's ruling in December 1993, recognized in 1993 in its financial statements
for the Minerals Group the potential liability that might have resulted from an
adverse judgment in the Evergreen Case. 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 of entry of final judgment, plus
on-going contributions to the 1974 Pension Plan. The Company opposed this
motion. No decision on this motion of final judgment was entered.

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. In December
1994, the District Court ordered 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.

In late March 1996 a settlement was reached in these cases, including the
Evergreen Case. Under the terms of the settlement, the coal subsidiaries which
had been signatories to earlier National Bituminous Coal Wage Agreements agreed
to make various lump sum payments in full satisfaction of all amounts allegedly
due to the Trust Funds through January 31, 1996, to be paid over time as
follows: approxiamtely $25.8 million upon dismissal of the Evergreen Case and
the remainder of $24.0 million in installments of $7.0 million in 1996 and $8.5
million in each of 1997 and 1998. The first payment was entirely funded through
an escrow account previously established by the Company. In addition, the coal
subsidiaries agreed to future participation in the UMWA 1974 Pension Plan. The
BCOA case and a separate case against the UMWA have also been dismissed.

As a result of the settlement of these cases, the Company expects to record a
pretax gain of approximately $35 million in the first quarter of 1996 in its
financial statements for the Minerals Group.

                                       58

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

(Dollars in thousands, except                       Years Ended December 31
per ounce data)                                   1995         1994        1993
================================================================================
                                                                   
Net sales                                     $ 16,600       15,494      14,845

Cost of sales                                   12,674       10,620      12,902
Selling, general and administrative              3,571        3,910       2,819
Restructuring and other charges                     --           --       7,920
- --------------------------------------------------------------------------------
Total costs and expenses                        16,245       14,530      23,641
Other operating income (expense)                  (148)         170         494
- --------------------------------------------------------------------------------
Operating profit (loss)                       $    207        1,134      (8,302)
================================================================================
Stawell Gold Mine:
Mineral Ventures's 50% direct
 share ounces sold                              40,300       38,600      36,200
Average realized gold price
 per ounce (US$)                              $    400          399         364
================================================================================

Mineral Ventures earned an operating profit of $0.2 million in 1995, amounting
to a decrease of $0.9 million from the level reported in 1994. The unfavorable
change principally reflects lower profits generated by the Stawell Gold Mine in
western Victoria, Australia, which experienced adverse geological conditions in
1995, causing temporarily lower produced ore grades and higher production costs.
Mineral Ventures has a 67% net equity interest in the Stawell mine and its
adjacent exploration acreage. Mineral Ventures' share of Stawell operating
profit amounted to $4.3 million in 1995, $0.7 million less than in 1994. Stawell
produced a total of 81,200 ounces of gold in 1995, 4% higher than the 78,000
ounces produced in 1994. Mineral Ventures is continuing exploration projects in
Nevada and Australia with its joint venture partner.

At December 31, 1995, remaining proven and probable gold reserves at the Stawell
mine were estimated at 408,000 recoverable ounces. The joint venture also has
exploration rights in the highly prospective district around the mine.

In addition, Mineral Ventures has a 17% indirect interest in the Silver Swan
base metals property in Western Australia. Reserves are currently estimated at
440,000 metric tons of ore graded at 14% nickel, with minor cobalt and arsenic
values, and are anticipated to increase as a result of current exploration
efforts. Feasibility studies at Silver Swan are well advanced, and mining is
currently expected to commence in mid-1997.

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 writedown 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 $0.4 million operating
loss in 1993. Operating results for 1994 and 1993 also reflected production from
the Stawell gold mine. In 1994 and 1993, the Stawell mine produced 78,000 ounces
and 73,800 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.

CORPORATE EXPENSES
A portion of the Company's corporate general and administrative expenses and
other shared services has been allocated to the Minerals Group based upon
utilization and other methods and criteria which management believes to be
equitable and a reasonable estimate of the cost attributable to the Minerals
Group. These allocations were $7.3 million, $6.8 million and $7.2 million in
1995, 1994 and 1993, respectively.

OTHER OPERATING INCOME
Other operating income increased $7.5 million to $22.8 million in 1995 from
$15.3 million in 1994 and increased $5.0 million in 1994 from $10.3 million in
1993. Other operating income for the Minerals Group principally includes royalty
income and gains and losses from sales of coal assets. The increase in 1995
compared to 1994 was largely due to increased income from sales of coal assets.

OTHER INCOME (EXPENSE), NET
Other income (expense), net was a net expense of $1.1 million, $0.9 million and
$0.5 million in 1995, 1994 and 1993, respectively.

INTEREST EXPENSE
Interest expense in 1995 increased $4.0 million to $10.5 million from $6.5
million in 1994 and increased $5.2 million in 1993 from $1.3 million in 1993.
Interest expense increased in 1995 due to higher average borrowings under
revolving credit and term loan facilities resulting from the full year impact of
the Addington acquisition. Interest expense in 1993 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. Interest expense
in 1995, 1994 and 1993 included a portion of the Company's interest expense
related to borrowings from the Company's revolving credit lines which was
attributed to the Minerals Group. The amount of interest expense attributed to
the Minerals Group for 1995, 1994 and 1993 was $6.3 million, $4.4 million and
$0.4 million, respectively.

                                       59

INCOME TAXES
In 1995 a credit for income taxes was recorded despite the Minerals Group's
generation of a pretax profit, due to the tax benefits of percentage depletion.
In 1994 and 1993, the credit for income taxes was higher than the amount that
would have been recognized using the statutory federal income tax rate of 35%
due to the tax benefits of percentage depletion and a reduction in the valuation
allowance for deferred tax assets. In addition, in 1993, the Minerals Group
benefited from favorable adjustments to deferred tax assets as a result of the
increase in the statutory U.S. federal income tax rate.

FINANCIAL CONDITION

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

Corporate assets which were allocated to the Minerals Group consisted primarily
of pension assets and deferred income taxes and amounted to $77.5 million and
$84.0 million at December 31, 1995 and 1994, respectively.

CASH PROVIDED BY OPERATING ACTIVITIES
Cash provided by operating activities amounted to $26.3 million in 1995 compared
to cash requirements of $33.2 million in 1994. The $59.5 million improvement
reflected a $67.0 million increase in net income and a $12.9 million decrease in
funding requirements for operating assets and liabilities, despite an $11.8
million increase in coal inventories, partially offset by a $20.4 million
reduction in net noncash charges and credits. In addition, cash flow in 1995
benefited from the sale of $5.2 million of accounts receivable at year-end. Cash
flow from operating activities in 1995 and 1994 was also positively impacted for
tax payments received from the Burlington and Brink's Groups, in the amounts of
$21.5 million and $13.5 million, respectively. Such payments represent Minerals
Group tax benefits utilized by the Burlington and Brink's Group and settled in
accordance with the Company's tax sharing policy. Funding requirements for
long-term inactive employee liabilities amounted to $48.6 million in 1995,
compared to $53.5 million in 1994.

Cash flow from operations was adversely impacted in 1994 by the funding
requirements related to the integration of operating activities 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
also significantly impacted by an after-tax charge for writedowns and accruals
for facility shutdowns of $58.1 million. The cash impact of the charge amounted
to $10.2 million in 1994 and $8.1 million in 1995. Of the total $90.8 million of

1994 pretax charges, $46.5 million was for noncash writedowns of assets and the
remainder represents liabilities which are expected to be paid over the next
several years. In addition, during 1995, $8.9 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 12 months.

The Minerals Group intends to fund any cash requirements during 1996 with
anticipated cash flows from operations, with shortfalls, if any, financed
through borrowings under the Company's revolving credit agreements or borrowings
from the Brink's or Burlington Groups.

Cash generated by the Minerals Group's operating activities exceeded cash
required for net investing activities and net share activities and, as a result,
the Minerals Group reduced debt, including amounts owed to the Burlington and
Brink's Groups, by $4.0 million in 1995.

CAPITAL EXPENDITURES
Cash capital expenditures totaled $22.3 million for 1995. An additional $8.7
million of expenditures were made in 1995 through capital and operating leases
which were predominately for surface mining equipment. Approximately 92% of the
gross capital expenditures in 1995 were incurred in the Coal segment. The
majority of expenditures were for replacement and maintenance of current ongoing
business operations. Gross expenditures made by Mineral Ventures operations
approximated 8% of the Minerals Group's total capital expenditures and were
primarily costs incurred for project development.

Cash capital expenditures for 1995 were fully funded by cash flow from operating
activities.

OTHER INVESTING ACTIVITIES
Other investing activities provided net cash of $16.7 million in 1995,
principally due to $18.9 million in proceeds from dispositions of coal assets.
In 1994, other investing activities required funding of $145.1 million,
primarily due to the $157.3 million Addington acquisition, partially offset by
$5.6 million in proceeds from coal asset dispositions.

All other investing activities in 1994 used net cash of $145.1 million. In
January 1994, the Company paid $157.3 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 preferred stock, which is
convertible into Pittston Minerals Group Common Stock, and additional borrowings
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 $5.6 million in cash in 1994.

                                       60

FINANCING
Gross capital expenditures in 1996 are currently expected to total approximately
$65 million in 1996, of which approximately $35 million is currently expected to
be leased, $35 million higher than the 1995 level of gross expenditures. The
increase mainly reflects a higher level of capital at existing mines as well as
investment in new operations. The Minerals 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 borrowings from the Brink's
and Burlington Groups.

In March 1994, the Company entered into a $350.0 million credit agreement with a
syndicate of banks (the "Facility"). The Facility included a $100.0 million
five-year term loan, which originally matured in March 1999. The Facility also
permitted additional borrowings, repayments and reborrowings of up to an
aggregate of $250.0 million initially until March 1999. In March 1995, the
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 Facility is payable at rates based on prime,
certificate of deposit, Eurodollar or money market rates. At December 31, 1995
and 1994, borrowings under the Facility totaling $100.0 million and $86.0
million, respectively, were attributed to the Minerals Group.

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 $251.9 million at December 31, 1995.
Under the terms of the Facility, the Company has agreed to maintain at least
$300.0 million of Consolidated Net Worth, as defined, and can incur additional
indebtedness of approximately $450.0 million.

DEBT
At December 31, 1995, total debt outstanding for the Minerals Group amounted to
$139.9 million, of which $19.9 million was payable to the Burlington Group and
$17.9 million was payable to the Brink's Group. At December 31, 1995, $100.0
million of the Company's long-term debt was attributed to the Minerals Group.
The debt primarily relates to the Minerals Group's Addington acquisition in
1994, which was refinanced with a five-year term loan under the Facility.

A $23.4 million portion of the Mineral Group's obligation to the Burlington
Group was settled at year-end 1995 through the assumption of a like amount of
the Burlington Group's obligation under the Company's term loan.

RELATED PARTY TRANSACTIONS
At December 31, 1995, the Minerals Group owed the Brink's Group $17.9 million,
an increase of $12.2 million from the $5.7 million owed at December 31, 1994.
The Minerals Group also owed the Burlington Group $19.9 million, $22.6 million
less than the prior year-end amount, which reflects the assumption of the
Burlington Group's external debt mentioned above.

At year-end 1995, the Brink's Group owed the Minerals Group $21. 8 million for
tax benefits, of which $14.0 million is expected to be paid within one year.
Also at December 31, 1995, the Burlington Group owed the Minerals Group $22.0
million for tax benefits, of which $14.0 million is expected to be paid in one
year.

OFF-BALANCE SHEET INSTRUMENTS
The Minerals Group utilizes 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.

Gold contracts--In order to protect itself against downward movements in gold
prices, the Minerals Group hedges a portion of its recoverable proved and
probable reserves primarily through forward sales contracts. At December 31,
1995, 51,865 ounces of gold, representing approximately 25% of the Minerals
Group's recoverable proved and probable reserves, were sold forward under
forward sales contracts that mature periodically through mid-1998, with a
notional value of $22.9 million. Because only a portion of its future production
is currently sold forward, the Minerals Group can take advantage of increases,
if any, in the spot price of gold. At December 31, 1995, the fair value of the
Minerals Group's forward sales contracts amounted to $1.3 million.

Foreign currency forward contracts--The Minerals Group enters into foreign
currency forward contracts with a duration of up to 360 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 loses on
these contracts offset losses and gains on the liabilities being hedged. At
December 31, 1995, the total notional value of foreign currency forward
contracts outstanding was $4.3 million. As of such date, the fair value of the
foreign currency forward contracts was not significant.

Interest rate contracts--In 1994, the Company entered into a standard three year
variable to fixed interest rate swap agreement on a portion of the Company's
U.S. dollar term loan. This agreement fixed the Company's interest rate at 5% on
initial borrowings of $40.0 million in principal. The principal amount to which
the 5% interest rate applies declines periodically

                                       61

throughout the term of the agreement, and at December 31, 1995, this rate
applied to borrowings of $25.0 million in principal. In addition, during 1995,
the Company entered into two other variable to fixed interest rate swap
agreements. One agreement fixes the Company's interest rate at 5.80% on $20.0
million in principal for a term of three years. The other agreement fixes the
Company's interest rate at 5.66% for a term of 21 months on $10.0 million in
principal, which increases to $20.0 million during the term. These agreements
have been attributed to the Minerals Group.

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 $16.4 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 from prior years' in light
of cost inflation. The estimate of costs and the timing of payments could change
as a result of changes to the remediation plan required, changes in the
technology available to treat the site, unforseen circumstances existing at the
site and additional cost inflation.

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. In August 1995 the District Court
ruled on various Motions for Summary Judgment. In its decision, the Court found
favorably for the Company on several matters relating to the comprehensive
general liability policies but concluded that the pollution liability policies
did not contain pollution coverage for the types of claims associated with the
Tankport site. The Company has filed a notice of its intent to appeal the
District Court's decision to the Third Circuit. Management and its outside legal
counsel continue to believe, however, that recovery of a substantial portion of
the cleanup costs will ultimately be probable of realization. Accordingly,
management is revising its earlier belief that there is no net liability for the
Tankport obligations, and it is the Company's belief that, based on estimates of

potential liability and probable realization of insurance recoveries, the
Company would be liable for approximately $1.4 million based on the Court's
decision and related developments of New Jersey law.

CAPITALIZATION
On January 18, 1996, the shareholders of the Company approved the Brink's Stock
Proposal, resulting in the modification of the capital structure of the Company
to include an additional class of common stock. The outstanding shares of
Pittston Services Group Common Stock ("Services Stock") were redesignated as
Pittston Brink's Group Common Stock ("Brink's Stock") on a share-for-share
basis, and a new class of common stock, designated as Pittston Burlington Group
Common Stock ("Burlington Stock"), was distributed on the basis of one-half
share of Burlington Stock for each share of Services Stock previously held by
shareholders of record on January 19, 1996. The Pittston Brink's Group (the
"Brink's Group") consists of the Brink's and BHS operations of the Company. The
Pittston Burlington Group (the "Burlington Group") consists of the Burlington
operations of the Company. As previously mentioned, the Minerals Group consists
of the Coal and Mineral Ventures operations of the Company. The approval of the
Brink's 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, Brink's and Burlington Groups in addition
to consolidated financial information of the Company.

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 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.

Brink's Stock, Burlington Stock and Minerals Stock are designed to provide
shareholders with separate securities reflecting the performance of the Brink's
Group, the Burlington Group and the Minerals Group, respectively, without
diminishing the benefits of remaining a single corporation or precluding future
transactions affecting any of the Groups.

The redesignation of the Company's common stock as Brink's Stock and the
distribution of Burlington Stock and Minerals Stock as a result of the approval
of the Brink's Stock and Services Stock Proposals did not result in any transfer
of assets and liabilities of the Company or any of its subsidiaries. Holders of
all three classes of stock are shareholders of the Company, which continues to
be responsible for all its liabilities. Therefore,

                                       62

financial developments affecting the Brink's Group, the Burlington Group or the
Minerals Group that affect the Company's financial condition could affect the
results of operations and financial condition of all three Groups. The changes
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 Brink's Stock
and Services Stock Proposals. Since the approval of each 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 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 $43.0 million. In November 1995, the Board authorized a
revised share repurchase program which allows for the purchase, from time to
time, of up to 1,500,000 shares of Brink's Stock, 1,500,000 shares of Burlington
Stock and 1,000,000 shares of Minerals Stock, not to exceed an aggregate
purchase price of $45.0 million. As of December 31, 1995 a total of 117,300
shares of Minerals Stock had been acquired pursuant to the authorization, of
which 78,800 shares were repurchased in 1995 at an aggregate cost of $0.9
million and 19,700 shares were repurchased in 1994 at an aggregate cost of $0.4
million. No additional repurchases of Minerals Stock were made during the
remainder of 1995 subsequent to the implementation of the revised program. The
program to acquire shares in the open market remains in effect in 1996.

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 1994, the Board authorized the repurchase from time to time of up to $15
million of the new series of cumulative convertible preferred stock. In November
1995, the Board authorized an increase in the remaining authority to $15
million. Prior to the increase authorization, 24,700 shares at a total cost of
$9.6 million had been repurchased, of which 16,400 shares at a cost of $6.3
million were repurchased in 1995. No additional share repurchases were made
during the remainder of 1995 subsequent to the increased authorization. The
program to acquire shares remains in effect in 1996.

DIVIDENDS
The Board intends to declare and pay dividends on Minerals Stock based on
the earnings, financial condition, cash flow and business requirements

of the Minerals Group. Since the Company remains subject to Virginia law
limitations on dividends and to dividend restrictions in its public debt and
bank credit agreements, losses incurred by the Brink's and Burlington Groups
could affect the Company's ability to pay dividends in respect of stock relating
to the Minerals Group. Dividends on Minerals Stock are also limited by the
Available Minerals Dividend Amount as defined in the Company's Articles of
Incorporation. At December 31, 1995, the Available Minerals Dividend Amount was
at least $24.9 million.

In 1995, the Board declared and the Company paid cash dividends of 65 cents per
share of Minerals Stock, as in 1994. In 1995 and 1994, dividends paid on the
cumulative convertible preferred stock were $4.4 million and $4.2 million,
respectively. Preferred dividends included on the Minerals Group's Statements of
Operations for the years ended December 31, 1995 and 1994 are net of $1.6
million and $0.6 million, respectively, which was the excess of the carrying
amount of the preferred stock over the cash paid to holders of the stock for
repurchases made during each year.

PENDING ACCOUNTING CHANGES
The Minerals Group is required to implement a new accounting standard, Statement
of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", in
1996. SFAS No. 121 requires companies to review long-lived assets and certain
identifiable intangibles to be held and used by an entity for impairment
whenever circumstances indicate that the carrying amount of an asset may not be
recoverable. SFAS No.121 requires companies to utilize a two-step approach to
determining whether impairment of such assets has occurred and, if so, the
amount of such impairment. Although the Minerals Group is still reviewing the
impact of adopting SFAS No. 121, it is estimated that the Minerals Group will
incur a pretax charge to earnings of $25 to $30 million as of January 1, 1996.

The Minerals Group is required to implement a new accounting standard, SFAS No.
123, "Accounting for Stock Based Compensation", in 1996. SFAS No. 123
establishes financial accounting and reporting standards for stock-based
employee compensation plans. Although SFAS No. 123 encourages adoption of a fair
value based method of accounting for all employee stock compensation plans, it
allows entities to continue to measure compensation cost for those plans using
the intrinsic value based method of accounting prescribed by Accounting
Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued to
Employees" with disclosure of net income and earnings per share as if the fair
value based method of accounting is applied. The Minerals Group expects to
continue to account for its stock compensation plans according to APB No. 25
with the disclosure of the impact on net income and earnings per share as if
the fair value based method of accounting were applied.

                                       63

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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.

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, 1995 and 1994, 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, 1995. 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, 1995 and 1994, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1995, in conformity with generally accepted accounting
principles.

KPMG Peat Marwick LLP
Stamford, Connecticut

January 25, 1996

                                       64

The Pittston Company and Subsidiaries
   CONSOLIDATED BALANCE SHEETS

                                                                                      December 31
(Dollars in thousands, except per share amounts)                                   1995         1994
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
                                                                                             
ASSETS
Current assets:
Cash and cash equivalents                                                      $   52,823       42,318
Short-term investments                                                             29,334       25,162
Accounts receivable:
  Trade (Note 3)                                                                  397,043      361,361
  Other                                                                            40,278       31,165
- ------------------------------------------------------------------------------------------------------
                                                                                  437,321      392,526
  Less estimated amount uncollectible                                              16,075       15,734
- ------------------------------------------------------------------------------------------------------
                                                                                  421,246      376,792
Coal inventory                                                                     37,329       25,518
Other inventory                                                                     9,070        8,635
- ------------------------------------------------------------------------------------------------------
                                                                                   46,399       34,153
Prepaid expenses                                                                   31,556       27,700
Deferred income taxes (Note 6)                                                     55,335       55,850
- ------------------------------------------------------------------------------------------------------
Total current assets                                                              636,693      561,975

Property, plant and equipment, at cost (Note 4)                                   923,514      840,494
  Less accumulated depreciation, depletion and amortization                       437,346      394,660
- ------------------------------------------------------------------------------------------------------
                                                                                  486,168      445,834
Intangibles, net of amortization (Notes 5 and 10)                                 327,183      329,441
Deferred pension assets (Note 13)                                                 123,743      118,953
Deferred income taxes (Note 6)                                                     72,343       84,214
Other assets                                                                      161,242      197,361
- ------------------------------------------------------------------------------------------------------
Total assets                                                                   $1,807,372    1,737,778
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings                                                          $   37,063       13,323
Current maturities of long-term debt (Note 7)                                       7,280       13,748
Accounts payable                                                                  263,444      252,615
Accrued liabilities:
  Taxes                                                                            44,050       44,654
  Workers' compensation and other claims                                           33,255       41,771
  Miscellaneous                                                                   209,396      208,359
- ------------------------------------------------------------------------------------------------------
                                                                                  286,701      294,784
- ------------------------------------------------------------------------------------------------------
Total current liabilities                                                         594,488      574,470

Long-term debt, less current maturities (Note 7)                                  133,283      138,071
Postretirement benefits other than pensions (Note 13)                             219,895      218,738
Workers' compensation and other claims                                            125,894      138,793
Deferred income taxes (Note 6)                                                     17,213       19,036
Other liabilities                                                                 194,620      200,855
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--136,280 shares; 1994--152,650 shares                                1,362        1,526
Pittston Brink's Group common stock, par value $1 per share:
  Authorized: 100,000,000 shares
  Issued: 1995--41,573,743 shares; 1994--41,594,845 shares                         41,574       41,595
Pittston Burlington Group common stock, par value $1 per share:
  Authorized: 50,000,000 shares
  Issued: 1995--20,786,872; 1994--20,797,423                                       20,787       20,798
Pittston Minerals Group common stock, par value $1 per share:
  Authorized:  20,000,000 shares
  Issued: 1995--8,405,908 shares; 1994--8,389,622 shares                            8,406        8,390
Capital in excess of par value                                                    401,633      399,672
Retained earnings                                                                 188,728      107,739
Equity adjustment from foreign currency translation                               (20,705)     (14,276)
Employee benefits trust, at market value (Note 9)                                (119,806)    (117,629)
- ------------------------------------------------------------------------------------------------------
Total shareholders' equity                                                        521,979      447,815
- ------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity                                     $1,807,372    1,737,778
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.

                                       65

The Pittston Company and Subsidiaries
   CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                 Year Ended December 31
(In thousands, except per share amounts)                                       1995        1994       1993
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
                                                                                             
Net sales                                                                  $  722,851     794,998    687,089
Operating revenues                                                          2,203,216   1,872,277  1,569,032
- ------------------------------------------------------------------------------------------------------------
Net sales and operating revenues                                            2,926,067   2,667,275  2,256,121
- ------------------------------------------------------------------------------------------------------------
Costs and expenses:
Cost of sales                                                                 696,295     771,586    645,679
Operating expenses                                                          1,845,404   1,542,080  1,299,541
Selling, general and administrative expenses                                  263,365     244,330    226,125
Restructuring and other charges, including litigation accrual (Note 14)            --      90,806     78,633
- ------------------------------------------------------------------------------------------------------------
Total costs and expenses                                                    2,805,064   2,648,802  2,249,978
- ------------------------------------------------------------------------------------------------------------
Other operating income (Note 15)                                               26,496      24,400     19,956
- ------------------------------------------------------------------------------------------------------------
Operating profit                                                              147,499      42,873     26,099
Interest income                                                                 3,395       2,513      2,839
Interest expense                                                              (14,253)    (11,489)   (10,173)
Other income (expense), net (Note 15)                                          (6,305)     (5,572)    (4,611)
- ------------------------------------------------------------------------------------------------------------
Income before income taxes                                                    130,336      28,325     14,154
Provision for income taxes (Note 6)                                            32,364       1,428          8
- ------------------------------------------------------------------------------------------------------------
Net income                                                                     97,972      26,897     14,146
Preferred stock dividends, net (Note 9)                                        (2,762)     (3,998)        --
- ------------------------------------------------------------------------------------------------------------
Net income attributed to common shares                                     $   95,210      22,899     14,146
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------

Pittston Brink's Group (Note 1):
Net income attributed to common shares                                     $   51,093      41,489     31,650
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
Net income per common share                                                $     1.35        1.10        .86
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
Average common shares outstanding                                              37,931      37,784     36,907

Pittston Burlington Group (Note 1):
Net income attributed to common shares                                     $   32,855      38,356     15,476
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
Net income per common share                                                $     1.73        2.03        .84
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
Average common shares outstanding                                              18,966      18,892     18,454

Pittston Minerals Group (Note 1):
Net income (loss) attributed to common shares                              $   11,262     (56,946)   (32,980)
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------

Net income (loss) per common share:
Primary                                                                    $     1.45       (7.50)     (4.47)
Fully diluted                                                              $     1.40       (7.50)     (4.47)
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
Average common shares outstanding:

Primary                                                                         7,786       7,594      7,381
Fully diluted                                                                   9,999      10,000      7,620
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.

                                       66

The Pittston Company and Subsidiaries
   CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

Years Ended December 31, 1995, 1994 and 1993

                                                       Pittston    Pittston  Pittston
                                               $31.25   Brink's  Burlington  Minerals                             Equity
                                             Series C     Group       Group     Group  Capital in              Adjustment
                                           Cumulative    Common      Common    Common   Excess of            from Foreign   Employee
                                            Preferred     Stock       Stock     Stock   Par Value  Retained      Currency   Benefits
(In thousands, except per share amounts)        Stock  (Note 1)    (Note 1)  (Note 1)   (Note 1)   Earnings   Translation      Trust
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
BALANCE AT DECEMBER 31, 1992                 $  --     40,533       20,267     8,107     249,147   96,240    (14,062)       (58,772)
Net income                                      --        --            --        --        --     14,146        --            --
Stock options exercised (Note 8)                --        971          486       208      13,092     --          --            --
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)         (38)      (34)       (906)    (458)       --             --
Costs of Services Stock Proposal (Note 9)       --        --            --        --      (3,163)     --         --             --
Cash dividends declared--Pittston Brink's
  Group $.09 per share, Pittston Burlington
  Group $.21 per share and Pittston Minerals
  Group $.6204 per share (Note 1)               --        --            --       --         --     (11,638)      --            --
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 1993                    --     41,429       20,715     8,281     334,196   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          211       129       6,570       --        --            --
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)        (128)      (20)     (8,749)    (718)       --            --
Costs of Services Stock Proposal (Note 9)        --       --            --       --           (4)      --        --            --
Conversion of 9.2% debentures                    --       --            --       --            9       --        --            --
Cash dividends declared--Pittston Brink's
  Group $.09 per share, Pittston Burlington
  Group $.22 per share and Pittston
  Minerals Group $.65 per share and Series C
  Preferred Stock $27.09 per share (Note 1)      --       --            --        --          --  (16,730)       --            --
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 1994                  1,526    41,595       20,798     8,390     399,672  107,739    (14,276)      (117,629)
Net income                                       --       --           --         --         --    97,972        --            --
Stock options exercised (Note 8)                 --       125           62        95       2,581      --         --            --
Tax benefit of stock options exercised
  (Note 6)                                       --       --           --         --         720      --         --            --
Foreign currency translation adjustment          --       --           --         --         --               (6,429)          --
Remeasurement of employee benefits trust         --       --           --         --       9,947      --         --          (9,947)
Shares released from employee benefits
  trust to employee benefit plan (Note 9)        --       --           --         --        (993)     --         --           7,770
Retirement of stock under share
  repurchase programs (Note 9)                 (164)     (146)         (73)      (79)    (10,294)     148        --            --
Cash dividends declared--Pittston Brink's
  Group $.09 per share, Pittston Burlington
  Group $.22 per share and Pittston
  Minerals Group $.65 per share and Series C
  Preferred Stock $31.25 per share (Note 1)      --        --           --        --         --   (17,131)        --           --
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 1995                 $1,362    41,574       20,787     8,406     401,633  188,728    (20,705)      (119,806)
- ------------------------------------------------------------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.

                                       67

The Pittston Company and Subsidiaries
   CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                           Year Ended December 31
(In thousands)                                                                            1995      1994      1993
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                      
Cash flows from operating activities:
Net income                                                                            $ 97,972    26,897    14,146
Adjustments to reconcile net income to net cash provided by operating activities:
  Noncash charges and other write-offs                                                    --      46,793    10,857
  Depreciation, depletion and amortization                                             104,989   101,856    77,565
  Provision for aircraft heavy maintenance                                              26,317    26,598    20,962
  Provision (credit) for deferred income taxes                                          11,115   (17,777)  (29,435)
  Credit for pensions, noncurrent                                                       (3,762)   (1,128)   (2,596)
  Provision for uncollectible accounts receivable                                        5,762     4,532     6,880
  Equity in earnings of unconsolidated affiliates, net of dividends received             2,306    (1,432)   (4,205)
  Gain on sale of property, plant and equipment                                         (5,162)   (3,569)   (5,472)
  Other operating, net                                                                   4,916     3,491     3,904
  Change in operating assets and liabilities, net of effects of acquisitions
     and dispositions:
  Increase in accounts receivable                                                      (38,628)  (85,734)  (20,715)
  Decrease (increase) in inventories                                                   (12,026)   (4,184)    6,507
  Increase in prepaid expenses                                                          (2,157)   (2,849)   (2,795)
  Increase in accounts payable and accrued liabilities                                   4,491    69,033    20,458
  Decrease (increase) in other assets                                                      326       991    (5,783)
  Increase (decrease) in workers' compensation and other claims, noncurrent            (15,212)    6,605   (17,213)
  Increase (decrease) in other liabilities                                             (22,458)  (15,283)   66,339
  Other, net                                                                            (2,254)     (178)     (342)
- -----------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                              156,535   154,662   139,062
- -----------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Additions to property, plant and equipment                                            (124,465) (106,312)  (97,779)
Proceeds from disposal of property, plant and equipment                                 22,539     7,622     4,620
Aircraft heavy maintenance expenditures                                                (22,356)  (15,333)  (19,148)
Acquisitions, net of cash acquired, and related contingency payments                    (3,372) (163,262)   (1,435)
Other, net                                                                               1,182     5,431     8,569
- -----------------------------------------------------------------------------------------------------------------------------
Net cash used by investing activities                                                 (126,472) (271,854) (105,173)
- -----------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Additions to debt                                                                       29,866   117,332     4,136
Reductions of debt                                                                     (25,891)  (48,257)  (34,385)
Repurchase of stock of the Company                                                     (10,608)   (9,955)   (1,511)
Proceeds from exercise of stock options                                                  3,494     7,332    14,757
Proceeds from employee stock purchase plan                                                 767      --         --
Dividends paid                                                                         (17,186)  (16,709)  (11,638)
Proceeds from sale of stock to Savings Investment Plan                                     --       --         264
Costs of Services Stock Proposal                                                           --         (4)   (3,163)
Preferred stock issuance, net of cash expenses                                             --     77,359      (277)
- -----------------------------------------------------------------------------------------------------------------------------
Net cash provided (used) by financing activities                                       (19,558)  127,098   (31,817)
- -----------------------------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents                                               10,505     9,906     2,072
Cash and cash equivalents at beginning of year                                          42,318    32,412    30,340
- -----------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                                              $ 52,823    42,318    32,412
- -----------------------------------------------------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.

                                       68

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 January 18, 1996, the shareholders of The Pittston Company (the "Company")
approved the Brink's Stock Proposal, as described in Note 9, resulting in the
modification, effective as of January 19, 1996, of the capital structure of the
Company to include an additional class of common stock. The outstanding shares
of Pittston Services Group Common Stock ("Services Stock") were redesignated as
Pittston Brink's Group Common Stock ("Brink's Stock") on a share-for-share
basis, and a new class of common stock, designated as Pittston Burlington Group
Common Stock ("Burlington Stock"), was distributed on the basis of one-half
share of Burlington Stock for each share of Services Stock previously held by
shareholders of record on January 19, 1996. The Pittston Brink's Group (the
"Brink's Group") consists of the Brink's, Incorporated ("Brink's") and Brink's
Home Security, Inc. ("BHS") operations of the Company. The Pittston Burlington
Group (the Burlington Group") consists of the Burlington Air Express Inc.
("Burlington") 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 Brink's 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, Brink's and
Burlington Groups in addition to consolidated financial information of the
Company.

All stock and per share data in the accompanying financial statements have been
restated to reflect the modification of the Company's capital structure. 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 new classes of stock, Brink's Stock and
  Burlington Stock, as if they were outstanding for all periods presented. For
  the purposes of computing net income per common share of Brink's Stock and
  Burlington Stock, the number of shares of Brink's Stock are assumed to be the
  same as the total corresponding number of shares of the Company's previous
  Services Stock. The number of shares of Burlington Stock are assumed to be
  one-half of the shares of the Company's previous Services Stock.

  All financial impacts of purchases and issuances of the Company's Services
  Stock prior to the effective date of the Brink's Stock Proposal have been
  attributed to each Group in relation of their respective common equity to the
  Company's Services Stock. Dividends paid by the Company for Services

  Stock were attributed to the Brink's and Burlington Groups in relation to the
  initial dividends paid on the Brink's Stock and the Burlington 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 the Company 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 a development stage. A mine is
considered under development until all planned production units have been placed
in operation.

Valuation of coal properties is based primarily on mining plans and conditions
assumed at the time of the evaluation. These valuations could be impacted by
actual economic conditions which differ from those assumed at the time of the
evaluation.

                                       69

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 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 fully
written-off and charged to depreciation expense.

INTANGIBLES
The excess of cost over fair value of net assets of businesses 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,
1995 and 1994, the accrued value of estimated future black lung
benefits discounted at 6% was approximately $60,500 and $62,824, respectively,
and are included in workers' compensation and other claims. Based
on actuarial data, the Company charged (credited) to operations ($1,402) in
1995, $201 in 1994 and $438 in 1993. 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
$2,569 in 1995, $2,472 in 1994 and $2,887 in 1993.

RECLAMATION COSTS
Expenditures relating to environmental regulatory requirements and reclamation
costs undertaken during mine operations are charged against earnings as
incurred. Estimated site restoration and post closure reclamation costs are
charged against earnings using the units of production method over the expected
economic life of each mine. Accrued reclamation costs are subject to review by
management on a regular basis and are revised when appropriate for changes in
future estimated costs and/or regulatory requirements.

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.

                                       70

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. Financial statements
resulting from existing recognition policies do not materially differ from the
allocation of revenue between reporting periods based on relative transit times
in each reporting period with expenses recognized as incurred.

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 Brink's Stock and Burlington Stock is computed
by dividing the net income for each 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 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 Brink's Stock, Burlington 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.

USE OF ESTIMATES

In accordance with generally accepted accounting principles, management of the
Company has made a number of estimates and assumptions relating to the reporting
of assets and liabilities and the disclosure of contingent assets and
liabilities to prepare these financial statements. Actual results could differ
from those estimates.

PENDING ACCOUNTING CHANGES

The Company is required to implement a new accounting standard, Statement of
Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", in 1996. SFAS
No. 121 requires companies to review long-lived assets and certain identifiable
intangibles to be held and used by an entity for impairment whenever
circumstances indicate that the carrying amount of an asset may not be
recoverable. SFAS No. 121 requires companies to utilize a two-step approach to
determining whether impairment of such assets has occurred and, if so, the
amount of such impairment. Although the Company is still reviewing the impact of
adopting SFAS No. 121, it is estimated that the Company's Coal operations will
incur a pretax charge to earnings of $25,000 to $30,000 as of January 1, 1996.

The Company is required to implement a new accounting standard, SFAS No. 123,
"Accounting for Stock Based Compensation", in 1996. SFAS No. 123 establishes
financial accounting and reporting standards for stock-based employee
compensation plans. Although SFAS No. 123 encourages adoption of a fair value
based method of accounting for all employee stock compensation plans, it allows
entities to continue to measure compensation cost for those plans using the
intrinsic value based method of accounting prescribed by

                                       71

Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued
to Employees" with disclosure of net income and earnings per share as if the
fair value based method of accounting is applied. The Company expects to
continue to account for its stock compensation plans according to APB No. 25
with the disclosure of the impact on net income and earnings per share as if the
fair value based method of accounting is applied.

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 up to 360 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, 1995, the total notional value of foreign currency forward

contracts outstanding was $10,536. 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, 1995, 51,865
ounces of gold, representing approximately 25% of the Company's recoverable
proved and probable reserves, were sold forward under forward sales contracts
that mature periodically through mid-1998, with a total notional value of
$22,947. 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, 1995, the fair value of the Company's forward sales
contracts amounted to $1,336.

Fuel contracts--The Company has hedged a portion of its jet fuel requirements
through a swap contract. At December 31, 1995, the notional value of the jet
fuel swap, aggregating 11.2 million gallons, through mid-1996, was $5,767. 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 10.8 million gallons with a notional value of
$6,480 and are applicable throughout the first half of 1996. The Company has
also entered into a collar transaction, applicable to 6.0 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, 1995, the fair value of these contracts was not significant.

Interest rate contracts--In connection with the aircraft leasing by Burlington,
the Company has entered into an interest rate swap agreement. This variable to
fixed interest rate swap agreement had a notional value of $30,000 and fixes the
Company's interest rate at 7.05% through January 2, 1998. Given the decline in
the base variable rate subsequent to when the agreement was entered into, the
cost to the Company to terminate the agreement, would have been $1,195 on
December 31, 1995.

As further discussed in Note 7, in 1994 and 1995, the Company entered into
variable to fixed interest rate swap agreements with a notional amount at
December 31, 1995 aggregating $55,000. At December 31, 1995, the fair value of
these contracts was not significant.

                                       72

3. ACCOUNTS RECEIVABLE TRADE

For each of the years in the three-year period ended December 31, 1995, 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. In 1995 and 1993 total coal receivables of approximately $25,092 and
$16,143, respectively, were sold under such agreements. No receivables were sold
in 1994. As of December 31, 1995 receivables sold which remained to be collected
totaled $5,222.

4. PROPERTY, PLANT AND EQUIPMENT

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

                                         December 31
                                    1995        1994
- ----------------------------------------------------
                                           
Bituminous coal lands            $109,400    102,392
Land, other than coal lands        27,605     29,914
Buildings                          98,441     77,287
Machinery and equipment           688,068    630,901
- ----------------------------------------------------
Total                            $923,514    840,494
====================================================

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

                                               Years
- -------------------------------------------------------
                                            
Buildings                                    10 to 40
Machinery and equipment                       2 to 30

Depreciation and depletion of property, plant and equipment aggregated $80,087
in 1995, $74,270 in 1994 and $63,953 in 1993.

Capitalized mine development costs totaled $10,118 in 1995, $11,908 in 1994 and
$2,181 in 1993.

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

                                               Year Ended December 31
                                            1995       1994        1993
- -----------------------------------------------------------------------
                                                           
Capitalized subscriber installation costs--
  beginning of year                          $81,445   65,785    54,668
Capitalized cost of security system
  installations                               44,488   32,309    23,972
Depreciation, including amounts recognized
  to fully depreciate capitalized costs for
  installations disconnected during the year (20,597) (16,649)  (12,855)
- ------------------------------------------------------------------------
Capitalized subscriber installation costs--
  end of year                               $105,336   81,445    65,785
========================================================================

New subscribers were 82,600 in 1995, 75,200 in 1994 and 59,700 in 1993.

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 $3,122 in 1995, $2,645 in 1994 and $2,567 in 1993) and costs incurred
in maintaining facilities and vehicles dedicated to the installation process (in
the amount of $2,074 in 1995, $1,492 in 1994 and $1,484 in 1993). The effect of
this change in accounting principle was to increase operating profit of the
consolidated group and the BHS segment in 1995, 1994 and 1993 by $5,196, $4,137
and $4,051, respectively, and net income of the Company and the Brink's Group in
1995, 1994 and 1993 by $3,123, $2,486 and $2,435, respectively, or by $0.08 per
share in 1995 and $0.07 per share in 1994 and 1993. 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 1995, 1994 and 1993
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 $86,420 at
December 31, 1995 and $75,649 at December 31, 1994. The estimated useful life of
intangibles is generally forty years. Amortization of intangibles aggregated
$10,352 in 1995, $9,686 in 1994 and $7,126 in 1993.

                                       73

6. INCOME TAXES

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

                 U.S.
              Federal    Foreign    State    Total
- -------------------------------------------------------
                                    
1995:
Current       $ 10,717     6,039    4,493    21,249
Deferred        13,797    (1,866)    (816)   11,115
- -------------------------------------------------------
Total         $ 24,514     4,173    3,677    32,364
- -------------------------------------------------------
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
- -------------------------------------------------------

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

                                              1995       1994       1993
- ---------------------------------------------------------------------------
                                                            
Deferred tax expense (benefit),exclusive
  of the components listed below           $16,376    (16,869)   (33,157)
Net operating loss carryforwards            (2,911)      (393)     1,793
Alternative minimum tax credits             (2,603)     1,147      4,826
Change in the valuation allowance for
  deferred tax assets                          253     (1,662)    (1,397)
Adjustment to deferred tax assets and
  liabilities for the change in the U.S.
  federal tax rate                             --        --       (1,500)
- ----------------------------------------------------------------------------
Total                                      $11,115    (17,777)   (29,435)
- ----------------------------------------------------------------------------

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,  1995 and
December 31, 1994 were as follows:

                                                            1995           1994
- --------------------------------------------------------------------------------
                                                                      
Deferred tax assets:
Accounts receivable                                    $   5,344          5,522
Postretirement benefits other than pensions               95,777         94,430
Workers' compensation and other claims                    56,694         58,285
Other liabilities and reserves                           104,226        104,382
Miscellaneous                                             11,162          9,975
Net operating loss carryforwards                          11,603          8,692
Alternative minimum tax credits                           33,793         30,884
Valuation allowance                                       (8,446)        (8,193)
- --------------------------------------------------------------------------------
Total deferred tax asset                                 310,153         303,977
- --------------------------------------------------------------------------------
Deferred tax liabilities:
Property, plant and equipment                             52,598         55,095
Pension assets                                            48,669         47,159
Other assets                                              12,934          4,217
Investments in foreign affiliates                         11,478         11,965
Miscellaneous                                             74,009         64,513
- --------------------------------------------------------------------------------
Total deferred tax liability                             199,688        182,949
- --------------------------------------------------------------------------------
Net deferred tax asset                                  $110,465        121,028
- --------------------------------------------------------------------------------

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, 1995.

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 1995, 1994 and 1993 to the income (loss) before income taxes.

                                                         Year Ended December 31
                                                   1995        1994        1993
- --------------------------------------------------------------------------------
Income (loss) before income taxes:
United States                                 $  97,989     (16,517)     (7,329)
Foreign                                          32,347      44,842      21,483
- --------------------------------------------------------------------------------
Total                                         $ 130,336      28,325      14,154
- --------------------------------------------------------------------------------
                                                                   
Tax provision computed at statutory rate      $  45,618       9,914       4,954
Increases (reductions) in taxes due to:
Percentage depletion                             (9,861)     (9,313)      (7,598)
State income taxes (net of federal
  tax benefit)                                    1,664       5,043       1,924
Goodwill amortization                             2,825       2,437       3,055
Difference between total taxes on
  foreign income and the U.S. 
  federal statutory rate                         (6,261)     (6,111)       (118)
Change in the valuation allowance for
  deferred tax assets                               253      (1,662)     (1,397)
Adjustment to deferred tax assets and
  liabilities for the change in the U.S. 
  federal tax rate                                   --          --      (1,500)
Miscellaneous                                    (1,874)      1,120         688
- --------------------------------------------------------------------------------
Actual tax provision                          $  32,364       1,428           8
- --------------------------------------------------------------------------------

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, 1995 and December 31, 1994 the
unrecognized deferred tax liability for temporary differences of approximately
$38,871 and $56,697, 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 $13,605 and
$19,844, respectively.

The Company and its domestic subsidiaries file a consolidated U.S. federal 
income tax return.

As of December 31, 1995, the Company had $33,793 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, 1995 was
$11,603 and related to various state and foreign taxing jurisdictions. The
expiration periods primarily range from 5 to 15 years.

                                       74

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

- --------------------------------------------------------------------------------
7. LONG-TERM DEBT

Consists of the following:

                                                               As of December 31
                                                                1995        1994
- --------------------------------------------------------------------------------
                                                                   
Senior obligations:
U.S. dollar term loan due 2000 (year-end
 rate 6.56% in 1995 and 6.48% in 1994)                      $100,000     100,000
Revolving credit notes due 2000 (5.75% in 1994)                   --       9,400
U.S. dollar term loan due 1996 to 1997
 (6.44% in 1995 and 6.50% in 1994)                             1,582       3,451
Canadian dollar term loan due 1999 (7.50% in
 1995 and 6.19% in 1994)                                       2,932       2,852
All other                                                     10,335       2,562
- --------------------------------------------------------------------------------
                                                             114,849     118,265
- --------------------------------------------------------------------------------
Subordinated obligations:
4% subordinated debentures due 1997                           14,348      14,648
Obligations under capital  leases (average rates
 10.10% in 1995 and 9.08% in 1994)                             4,086       5,158
- --------------------------------------------------------------------------------
Total long-term debt, less current maturities               $133,283     138,071
- --------------------------------------------------------------------------------

For the four years through December 31, 2000, minimum repayments of long-term
debt outstanding are as follows:

           1997           $19,846
           1998             6,049
           1999             2,094
           2000           101,161

In March 1994, the Company entered into a $350,000 credit agreement with a
syndicate of banks (the "Facility"). The Facility included a $100,000 five-year
term loan, which originally matured in March 1999. The Facility also permitted
additional borrowings, repayments and reborrowings of up to an aggregate of
$250,000 initially until March 1999. In March 1995, the 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 Facility is payable at rates based on prime, certificate of deposit,
Eurodollar or money market rates.

In 1994, the Company entered into a standard three year variable to fixed
interest rate swap agreement on a portion of the Company's U.S. dollar term
loan. This agreement fixed the Company's interest rate at 5% on initial
borrowings of $40,000 in principal. The principal amount to which the 5%
interest rate applies declines periodically throughout the term of the
agreement, and at December 31, 1995, this rate applied to borrowings of $25,000
in principal. In addition, during 1995, the Company entered into two other
variable to fixed interest rate swap agreements. One agreement fixes the
Company's interest rate at 5.80% on $20,000 in principal for a term of three
years. The other agreement fixes the Company's interest rate at 5.66% for a term
of 21 months on $10,000 in principal, which increases to $20,000 during the
term.

The U.S. dollar term loan due 1996 to 1997 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.

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. In 1995, the Company
redeemed $300 in principal of its 4% subordinated debentures.

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 1994 Consolidated Statement of Operations in "Other income (expense),
net".

Various international subsidiaries maintain lines of credit and overdraft
facilities aggregating approximately $110,000 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 $251,915 at December 31, 1995. Under
the terms of the Facility, the Company has agreed to maintain at least $300,000
of Consolidated Net Worth, as defined, and can incur additional indebtedness of
approximately $450,000.

At December 31, 1995, the Company had outstanding unsecured letters of credit
totaling $87,980 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.

                                       75

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.

Upon approval of the Services Stock Proposal in 1993 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 options for both
Services Stock and Minerals Stock. 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. 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 of the Services Stock Proposal.

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
Became exercisable:
1993                                         468,250      7,749
Exercised:
1993                                         377,191      5,379

PITTSTON SERVICES GROUP COMMON STOCK OPTIONS:
Outstanding:
12/31/95                                   2,398,422     50,528
12/31/94                                   1,990,197     38,401
Granted:
1995                                         586,500     14,595
1994                                          73,000      2,018
Became exercisable:
1995                                         337,063      6,790
1994                                         421,030      7,593
Exercised:
1995                                         170,982      2,289
1994                                         421,302      5,567

PITTSTON MINERALS GROUP COMMON  STOCK OPTIONS:
Outstanding:
12/31/95                                     597,797      9,359
12/31/94                                     507,323      9,571
Granted:
1995                                         258,300      2,665
1994                                          23,000        431
Became exercisable:
1995                                          53,617      1,160
1994                                         108,259      1,978
Exercised:
1995                                          95,129      1,203
1994                                         128,667      1,765

At December 31, 1995, a total of 1,285,931 shares of Services Stock and 214,163
shares of Minerals Stock were exercisable. In addition, there were 3,463,094

shares of Services Stock and 629,279 shares of Minerals Stock reserved for
issuance under the plans, including 1,064,672 shares of Services Stock and
31,482 shares of Minerals Stock reserved for future grant.

As part of the Brink's Stock Proposal (Note 9), the 1988 and Non-Employee Plans
were amended to permit option grants to be made to optionees with respect to
Brink's Stock or Burlington Stock in addition to Minerals Stock. Upon approval
of the Brink's Stock Proposal, a total of 2,383,422 shares of Services 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 plans, the Company converted these options into
options for shares of Brink's Stock or Burlington Stock, or both, depending on
the employment status and responsibilities of the particular optionee. In the
case of optionees having Company-wide responsibilities, each outstanding
Services Stock option was converted into options for both Brink's Stock and
Burlington Stock. In the case of other optionees, each outstanding option was
converted into a new option only for Brink's Stock or Burlington Stock, as the
case may be. As a result, upon approval of the Brink's Stock Proposal, 1,749,822
shares of Brink's Stock and 1,989,466 shares of Burlington Stock were subject to
options.

9. CAPITAL STOCK

On July 26, 1993, 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.

On January 18, 1996, the shareholders of Company approved the Brink's Stock
Proposal, as described in the Company's proxy statement dated December 15, 1995,
resulting in the modification, effective as of January 19, 1996, of the capital
structure of the Company to include an additional class of common stock. The
outstanding shares of Services Stock were redesignated as Brink's Stock on a
share-for-share basis, and a new class of common stock, designated as Burlington
Stock, was distributed on the basis of one-half share of Burlington Stock for
each share of Services Stock previously held by shareholders of record on
January 19, 1996. Minerals Stock, Brink's Stock and Burlington Stock are
designed to provide shareholders with separate securities reflecting the
performance of the Minerals Group, Brink's Group and the Burlington Group,
respectively, without diminishing the benefits of remaining a single corporation
or precluding future transactions affecting any Group.

                                       76

The Company,  at any time, has the right 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  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,  at any time, has the right 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 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  conversion,  receive  shares of Brink's Stock (or
Burlington  Stock) in lieu of shares of Minerals Stock  otherwise  issuable upon
such conversion.

Holders  of  Brink's  Stock at all times  have one vote per  share.  Holders  of
Burlington  Stock  and  Minerals  Stock  have one and  0.626  votes  per  share,
respectively,  subject to adjustment  on January 1, 1998,  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
aggregate  market  capitalization  of the  Company's  common stock 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 have.  Holders of Brink's  Stock,  Burlington  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 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.

In the event of a dissolution, liquidation or winding up of the Company, the
holders of Brink's Stock, Burlington Stock and Minerals Stock, effective January
19, 1996, 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 4,202,954 (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 totals, in the case of Minerals Stock,
shall include the Nominal Shares).

In 1993, the Board of Directors (the "Board") authorized the repurchase of up to
1,250,000 shares of Services Stock and 250,000 shares of Minerals Stock 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. In November 1995,
the Board authorized an increase in the remaining purchase authority for
Minerals Stock to 1,000,000 shares and the purchase, subject to shareholder
approval of the Brink's Stock Proposal, of up to 1,500,000 shares of Brink's
Stock and up to 1,500,000 shares of Burlington Stock, not to exceed an aggregate
purchases price of $45,000 for all common shares of the Company. Prior to this
increased authorization, 117,300 shares of Minerals Stock at an aggregate cost
of $1,720 were repurchased, of which 78,800 shares at a total cost of $912 were
purchased in 1995, 19,700 shares at a total cost of $401 were purchased in 1994
and 18,800 shares at a total cost of $407 were purchased in 1993. Under the
share repurchase program in effect prior to the revised program, 401,900 shares
of Services Stock at an aggregate cost of $9,624 were repurchased, of which
145,800 shares at a total cost of $3,436 were purchased in 1995 and 256,100
shares at a total cost of $6,188 were purchased in 1994. No additional
repurchases were made during the remainder of 1995 subsequent to the
implementation of the revised program. The program to acquire shares in the open
market remains in effect in 1996.

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

                                       77

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. The voting rights of the Preferred
Stock were not affected by the Brink's Stock Proposal. Other than the
Convertible Preferred Stock, no shares of preferred stock are presently issued
or outstanding.

In 1994, the Board authorized the repurchase from time to time of up to $15,000
of Convertible Preferred Stock. In November 1995, the Board authorized an
increase in the remaining authority to $15,000. Prior to the increased
authorization, 24,720 shares at a total cost of $9,624 had been repurchased, of
which 16,370 shares at a total cost of $6,258 were purchased in 1995. No
additional share repurchases were made during the remainder of 1995 subsequent
to the increased authorization. The program to acquire shares remains in effect
in 1996.

Dividends paid on the Company's Convertible Preferred Stock commenced on March
1, 1994. In 1995 and 1994, dividends paid on such stock amounted to $4,397 and
$4,230, respectively. Preferred dividends included on the Company's Statements
of Operations for the years ended December 31, 1995 and 1994, are net of $1,593
and $632, respectively, which was the excess of the carrying amount of the
Convertible Preferred Stock over the cash paid to holders of the stock for
repurchases made during the year.

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 both the Services Stock Proposal and
the Brink's Stock Proposal, the Shareholders Rights Plan was amended and
restated to reflect the change in the capital structure of the Company. Upon
approval of the Services Stock Proposal, each existing right was

amended to become a Pittston Services Group right (a "Services Right") and
holders of Minerals Stock received one Pittston Minerals Group right (a
"Minerals Right") for each outstanding share of Minerals Stock. Upon approval of
the Brink's Stock Proposal, each existing Services Right was amended to become a
Pittston Brink's Group Right (a "Brink's Right") and each holder of Burlington
Stock received one Pittston Burlington Group Right (a Burlington Right") for
each outstanding share of Burlington Stock. Each Brink's 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 $26.67, subject to
adjustment. Each Burlington Right, if and when it becomes exercisable, will
entitle the holder to purchase one-thousandth of a share of Series D Preferred
Stock at a purchase price of $26.67, 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 Brink's Stock, Burlington 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 Brink's Stock, Burlington 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 Brink's Stock, Burlington
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 Brink's Stock,
Burlington 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, Series D 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 $0.01 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, 1995, the Available
Minerals Dividend Amount was at least $24,870. Dividends on Minerals Stock are
also restricted by covenants in the Company's public indentures and bank credit
agreements (Note 7).

                                       78

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 Brink's Stock Proposal, 3,537,811 shares in the Trust were
redesignated as Brink's Stock and 1,768,906 shares of Burlington Stock were
distributed to the Trust. At December 31, 1995, 3,552,906 shares of Brink's
Stock (3,778,565 in 1994), 1,776,453 shares of Burlington Stock (1,889,283 in
1994) and 594,461 shares of Minerals Stock (723,218 in 1994) 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 1995, the Company acquired two small businesses, increased its investment
in an equity affiliate to a controlling interest and completed the integration
of its investments in certain businesses acquired on December 31, 1994, for an
aggregate purchase price of $2,157, including debt of $200. The acquisitions
have been accounted for as purchases; accordingly, the purchase price was
allocated to the underlying assets and liabilities based on their respective
estimated fair value at the date of acquisition. The fair value of the assets
acquired was $17,217 and liabilities assumed was $20,421. The excess of the
purchase price over the fair value of assets acquired and liabilities assumed
was $5,361 and is being amortized over a period of forty years. In addition,
during 1995, the Company made cash payments of $1,415 in the aggregate for
installment and contingency payments for acquisitions made in prior years.

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).

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

The results of operations of the companies acquired in 1995, 1994 and 1993 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.

                                       79

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 $6,841 in 1995, $7,173 in 1994 and $7,949 in 1993. 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, 1995, aggregate future minimum lease payments under
noncancellable operating leases were as follows:

                                Equipment
            Aircraft Facilities   & Other     Total
- --------------------------------------------------------
                                    
1996          $27,585    35,345    29,325    92,255
1997           27,727    30,176    20,996    78,899
1998           11,559    24,866    13,793    50,218
1999            6,744    21,244     5,936    33,924
20000              --    18,154     2,656    20,810
2001               --    15,415     1,240    16,655
2002               --    12,216       622    12,838
2003               --    11,402       425    11,827
2004               --    10,885     4,138    15,023
2005               --     8,699         6     8,705
Later Years        --    57,118         6    57,124
- --------------------------------------------------------
Total         $73,615   245,520    79,143   398,278
- --------------------------------------------------------

These amounts are net of aggregate future minimum noncancellable sublease
rentals of $466.

A wholly-owned subsidiary of the Company entered into a transaction covering
various leases which provided for the replacement of four B707 aircraft with
four DC8-71 aircraft and completed an evaluation of other fleet related costs.
The net effect of this transaction, which was reflected in the 1993 financial
statements, did not have a material impact on operating profit.

Rent expense amounted to $120,583 in 1995, $110,414 in 1994 and $91,439 in 1993
and is net of sublease rentals of $539, $800 and $862, respectively.

The Company incurred capital lease obligations of $2,948 in 1995, $3,152 in 1994
and $1,601 in 1993. In addition, in 1994 the Company assumed capital lease
obligations of $16,210 as part of the acquisition of the coal operations of
Addington Resources, Inc. (Note 10). As of December 31, 1995, 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 1995, 1994 and 1993 for all plans is as follows:

                                                         Year Ended December 31
                                                   1995       1994         1993
- --------------------------------------------------------------------------------
                                                                   
Accumulated postretirement benefits
  earned during year                           $ 11,193     12,169        9,680
Interest cost on projected benefit obligation    21,429     19,781       19,098
Loss (return) on assets--actual                 (77,368)       576      (46,089)
(Loss) return on assets--deferred                43,139    (33,601)      16,154
Other amortization, net                            (803)     1,441         (440)
- --------------------------------------------------------------------------------
Net pension expense (credit)                   $ (2,410)       366       (1,597)
- --------------------------------------------------------------------------------

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

                                                            1995    1994   1993
- --------------------------------------------------------------------------------
                                                                    
Interest cost on projected benefit obligation               8.75%   7.5%    9.0%
Expected long-term rate of return on assets                 10.0%  10.0%   10.0%
Rate of increase in compensation levels                      4.0%   4.0%    5.0%

The funded status and prepaid pension expense at December 31, 1995 and 1994 for
all plans are as follows:

                                                             1995         1994
- --------------------------------------------------------------------------------
                                                                        
Actuarial present value of accumulated benefit obligation:
Vested                                                   $ 263,992     198,510
Nonvested                                                   14,644      12,652
- --------------------------------------------------------------------------------
                                                           278,636     211,162
Benefits attributable to projected salaries                 40,854      33,777
- --------------------------------------------------------------------------------
Projected benefit obligation                               319,490     244,939
Plan assets at fair value                                  406,923     339,973
- --------------------------------------------------------------------------------
Excess of plan assets over projected benefit  obligation    87,433      95,034
Unamortized initial net asset                               (3,642)     (4,499)
Unrecognized experience loss                                35,820      24,247
Unrecognized prior service cost                              1,764       1,963
- --------------------------------------------------------------------------------
Net pension assets                                         121,375     116,745
Current pension liability                                    2,368       2,208
- --------------------------------------------------------------------------------
Deferred pension asset per balance sheet                 $ 123,743     118,953
- --------------------------------------------------------------------------------

                                       80

For the valuation of pension obligations and the calculation of the funded
status, the discount rate was 7.5% in 1995 and 8.75% in 1994. 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 1995 and 1994.

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, 1995, approximately
69% of plan assets were invested in equity securities and 31% 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, 1995 and 1994, was $26,046 and $23,120,
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 1995, 1994 and 1993, the components of periodic expense for these
postretirement benefits were as follows:

                                                          Year Ended December 31
                                                       1995       1994     1993
- --------------------------------------------------------------------------------
                                                                    
Service cost--benefits earned during year          $  1,720      2,446     2,695
Interest cost on accumulated postretirement
  benefit obligation                                 19,957     21,429    21,485
Amortization of (gains) losses                          (15)     2,804       393
- --------------------------------------------------------------------------------
Total expense                                      $ 21,662     26,679    24,573
- --------------------------------------------------------------------------------

Interest costs on the accumulated postretirement benefit obligation were based
upon rates of 8.75% in 1995, 7.5% in 1994 and 9% in 1993.

At December 31, 1995 and 1994, the actuarial and recorded liabilities for these
postretirement benefits, none of which have been funded, were as follows:

                                                          Year Ended December 31
                                                             1995           1994
- --------------------------------------------------------------------------------
                                                                      
Accumulated postretirement benefit obligation:
Retirees                                                $ 232,418       217,307
Fully eligible active plan participants                    25,211        22,203
Other active plan participants                             29,417        19,449
- --------------------------------------------------------------------------------
                                                          287,046       258,959
Unrecognized experience loss                              (48,113)      (22,928)
- --------------------------------------------------------------------------------
Liability included on the balance sheet                   238,933       236,031
Less current portion                                       19,038        17,293
- --------------------------------------------------------------------------------
Noncurrent liability for postretirement
  health care and life insurance benefits               $ 219,895       218,738
- --------------------------------------------------------------------------------

The accumulated postretirement benefit obligation was determined using the unit
credit method and an assumed discount rate of 7.5% in 1995 and 8.75% in 1994.
The assumed health care cost trend rate used in 1995 was 9% for pre-65 retirees,
grading down to 5% in the year 2001. For post-65 retirees, the assumed trend
rate in 1995 was 7%, grading down to 5% in the year 2001. The assumed Medicare
cost trend rate used in 1995 was 7%, grading down to 5% in the year 2001.

A percentage point increase each year in the assumed health care cost trend rate
used would have resulted in a $2,641 increase in the aggregate service and
interest components of expense for the year 1995, and a $36,411 increase in the
accumulated postretirement benefit obligation at December 31, 1995.

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 $6,324 in 1995, $5,848
in 1994 and $5,381 in 1993.

In 1994, the Company's shareholders approved the Employee Stock Purchase Plan,
whereby eligible employees could elect to purchase shares of Minerals Stock and
Services Stock, or both, at the lower of 85% of the fair market value as of
specified dates. Under this plan employees purchased 44,006 shares of Minerals
Stock for $374 and 57,002 shares of Services Stock for $1,152 in 1995 and 11,843
shares of Minerals Stock for $187 and 26,444 shares of Services Stock for $590
in 1994. Upon approval of the Brink's Stock Proposal, the Employee Stock
Purchase Plan was amended so as to permit eligible employees to purchase Brink's
Stock, Burlington Stock, Minerals Stock, or a combination, as they elect.

The Company sponsors other defined contribution benefit plans based on hours
worked, tons produced or other measurable factors. Contributions under all of
these plans aggregated $1,030 in 1995, $1,026 in 1994 and $918 in 1993.

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

                                       81

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 1995, 1994 and
1993, these amounts, on a pretax basis, were approximately $10,800, $11,000 and
$9,100, respectively. The Company believes that the annual liability under the
Health Benefit Act for the Pittston Companies' assigned beneficiaries will
continue at approximately $10,000 per year for the next several 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 pretax liability relating to
the Pittston Companies' assigned beneficiaries remaining at approximately
$220,000, which when discounted at 7.5% provides a present value estimate of
approximately $95,000.

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, 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 pretax 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 writedowns 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 ceased coal production in 1994. 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 substantially complete. 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 81% to approximately
140 employees at December 31, 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

                                       82

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 pretax 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
amounts of $70,713 and $7,920, respectively.

The charge in the Mineral Ventures segment in 1993, related to the writedown 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 writedowns 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 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 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 December 31, 1994                 3,787   38,256       43,372     85,415
Payments (d)                              1,993    7,765        7,295     17,053
Other reductions (e)                        576    1,508           --      2,084
- --------------------------------------------------------------------------------
Balance December 31, 1995                $1,218   28,983       36,077     66,278
- --------------------------------------------------------------------------------

(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) Of the total payments made in 1994, $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) Of the total payments made in 1995, $6,424 was for liabilities recorded in
years prior to 1993, $2,486 was for liabilities recorded in 1993 and $8,143 was
for liabilities recorded in 1994.

(e) These amounts represent the assumption of liabilities by third parties as a
result of sales transactions.

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
year. The liability for mine and plant closure costs is expected to be satisfied
over the next ten years of which approximately 50% is expected to be paid over
the next two years. The liability for employee related costs, which is primarily
workers' compensation, is estimated to be 50% settled over the next four 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, 1995
- ----------------------------------------------------------
                                                     
Servicio Pan Americano De Protecion, S.A. (Mexico)   20.0%
Brink's Panama, S.A.                                 49.0%
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 Arya India Private Limited                   40.0%
Brink's Pakistan (Pvt.) Limited                      49.0%
Brink's Taiwan Limited                               50.0%
Brink's (Thailand) Ltd.                              40.0%
Burlington International Forwarding Ltd. (Taiwan)    33.3%
Mining Project Investors Limited (Australia)         34.2%
MPI Gold (USA)                                       34.2%

                                       83

The following table presents summarized financial information of these
companies.

                                       1995         1994         1993
- ---------------------------------------------------------------------
                                                     
Revenues                           $762,250      833,056      727,697
Gross profit                         60,712      154,608      147,778
Net income (loss)                    (5,873)      23,503       26,530
The Company's share of
net income (loss)                  $    182        6,336        7,503
=====================================================================
Current assets                     $186,039      180,868
Noncurrent assets                   227,229      299,338
Current liabilities                 219,253      145,549
Noncurrent liabilities               85,057      160,876
Net equity                         $108,958      173,781

Undistributed earnings of such companies included in consolidated
retained earnings approximated $38,300 at December 31, 1995.

16. SEGMENT INFORMATION

Net sales and operating revenues by geographic area are as follows:

                                   Year Ended December 31
                               1995        1994         1993
- ---------------------------------------------------------------
United States:
                                                   
Domestic customers         $1,449,684    1,477,450    1,172,880
Export customers              256,396      274,695      315,664
- ---------------------------------------------------------------
                            1,706,080    1,752,145    1,488,544
International operations    1,219,987      915,130      767,577
- ---------------------------------------------------------------
Total                      $2,926,067    2,667,275    2,256,121
===============================================================

Segment operating profit by geographic area is as follows:

                                       Year Ended December 31
                                     1995       1994       1993
- ----------------------------------------------------------------
                                                   
United States                    $115,530     11,770      5,139
International operations           48,775     47,279     37,692
- ---------------------------------------------------------------
Total                            $164,305     59,049     42,831
===============================================================

Identifiable assets by geographic area are as follows:

                                     As of December 31
                                1995        1994        1993
- ---------------------------------------------------------------
                                                   
United States              $1,245,122    1,252,057      945,122
International operations      453,451      389,074      329,574
- ---------------------------------------------------------------
Total                      $1,698,573    1,641,131    1,274,696
===============================================================

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 the United
States and $7,920 is included in other foreign (Note 14).

Industry segment information is as follows:

                                          Year Ended December 31
                                    1995          1994            1993
                                                            
- -------------------------------------------------------------------------
NET SALES AND OPERATING REVENUES:
Burlington                     $ 1,414,821      1,215,284        998,079
Brink's                            659,459        547,046        481,904
BHS                                128,936        109,947         89,049
Coal                               706,251        779,504        672,244
Mineral Ventures                    16,600         15,494         14,845
- -------------------------------------------------------------------------

Consolidated net sales and
operating revenues             $ 2,926,067      2,667,275      2,256,121
========================================================================

OPERATING PROFIT (LOSS):
Burlington                     $    58,723         69,224         37,971
Brink's (a)                         42,738         39,710         35,008
BHS (b)                             39,506         32,432         26,400
Coal (c)                            23,131        (83,451)       (48,246)
Mineral Ventures (c)                   207          1,134         (8,302)
- -------------------------------------------------------------------------

Segment operating profit           164,305         59,049         42,831
General Corporate expense          (16,806)       (16,176)       (16,732)
- -------------------------------------------------------------------------

Consolidated operating profit  $   147,499         42,873         26,099
========================================================================

(a) Includes equity in net income of unconsolidated  foreign  affiliates of 
$136 in 1995, $6,048 in 1994 and $6,895 in 1993
(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 $5,196 in 1995, $4,137 in 1994 and
$4,051 in 1993 (Note 4).

(c) Operating profit (loss) of the Coal segment included 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 included restructuring
and other charges of $7,920 in 1993 (Note 14).

CAPITAL EXPENDITURES:
                                                        
Burlington                              $ 34,576    24,701    21,544
Brink's                                   23,063    23,963    22,209
BHS                                       47,256    34,071    26,409
Coal                                      17,811    25,016    15,499
Mineral Ventures                           2,332     2,514     2,690
General Corporate                            391       209       110
- --------------------------------------------------------------------
Consolidated capital expenditures       $125,429   110,474    88,461
====================================================================

DEPRECIATION, DEPLETION AND AMORTIZATION:

Burlington                               $19,856    17,209    15,250
Brink's                                   21,844    20,553    20,150
BHS                                       21,028    17,817    14,357
Coal                                      40,285    44,731    25,679
Mineral Ventures                           1,597     1,202     1,779
General Corporate                            379       344       350
- --------------------------------------------------------------------
Consolidated depreciation, depletion
and amortization                        $104,989   101,856    77,565
====================================================================

                                                As of December 31
                                           1995        1994          1993
                                                             
- -------------------------------------------------------------------------
ASSETS:
Burlington                           $  539,719      472,440      418,694
Brink's                                 321,022      297,816      267,229
BHS                                     116,701       87,372       72,609
Coal                                    699,049      761,827      499,494
Mineral Ventures                         22,082       21,676       16,670
- -------------------------------------------------------------------------
Identifiable assets                   1,698,573    1,641,131    1,274,696
General Corporate (primarily cash,
 investments, advances and
 deferred pension assets)               108,799       96,647       86,805
- -------------------------------------------------------------------------
Consolidated assets                  $1,807,372    1,737,778    1,361,501
=========================================================================

                                       84

17. LITIGATION

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 $16,400 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 from prior years' in light of cost inflation. The
estimate of costs and the timing of payments could change as a result of changes
to the remediation plan required, changes in the technology available to treat
the site, unforseen circumstances existing at the site and additional cost
inflation.

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. In August 1995, the District Court
ruled on various Motions for Summary Judgement. In its decision, the Court found
favorably for the Company on several matters relating to the comprehensive
general liability policies but concluded that the pollution liability policies
did not contain pollution coverage for the types of claims associated with the
Tankport site. The Company has filed a notice of its intent to appeal the
District Court's decision to the Third Circuit. Management and its outside legal
counsel continue to believe, however, that recovery of a substantial portion of
the cleanup costs will ultimately be probable of realization. Accordingly,
management is revising its earlier belief that there is no net liability for the
Tankport obligation, and it is the Company's belief that, based on estimates of
potential liability and probable realization of insurance recoveries, the
Company would be liable for approximately $1,400 based on the Court's decision
and related developments of New Jersey law.

In 1988, the trustees of certain pension and benefit trust funds (the "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 was remanded
to District Court where damage and other issues were 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. The Company, following the District
Court's ruling in December 1993, recognized in 1993 in its consolidated
financial statements the potential liability that might have resulted from an
adverse judgment in the Evergreen Case (Notes 13 and 14). 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 of entry of final judgment, plus
on-going contributions to the 1974 Pension Plan. The Company opposed this
motion. No decision on this motion of final judgment was entered.

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 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. In December
1994, the District Court ordered 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.

SUBSEQUENT EVENT (UNAUDITED)
In late March 1996 a settlement was reached in these cases, including the
Evergreen Case. Under the terms of the settlement, the coal subsidiaries which
had been signatories to earlier National Bituminous Coal Wage Agreements agreed
to make various lump sum payments in full satisfaction of all amounts allegedly
due to the Trust Funds through January 31, 1996, to be paid over time as
follows: approximately $25,800 upon dismissal of the Evergreen Case and the
remainder of $24,000 in installments of $7,000 in 1996 and $8,500 in each of
1997 and 1998. The first payment was entirely funded through an escrow account
previously established by the Company. In addition, the coal subsidiaries agreed
to future participation in the UMWA 1974 Pension Plan. The BCOA case and a
separate case against the UMWA have also been dismissed.

As a result of the settlement of these cases, the Company expects to record a
pretax gain of approximately $35,000 in the first quarter of 1996 in its
consolidated financial statements.

                                       85

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
$161,743 and expire from 1996 through 1998 as follows:

                               
                1996             $76,761
                1997              57,929
                1998              27,053

Purchases under the contracts were $83,532 in 1995, $53,097 in 1994 and $81,069
in 1993.

19. SUPPLEMENTAL CASH FLOW INFORMATION

For the years ended December 31, 1995, 1994 and 1993, cash payments for income
taxes, net of refunds received, were $21,967, $23,406 and $30,237, respectively.

For the years ended December 31, 1995, 1994 and 1993, cash payments for interest
were $13,575, $12,104 and $10,207, respectively.

In 1995, the Company sold mining operations in Ohio together with a related coal
supply contract for notes and royalties receivable totaling $6,949.

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 1995 and 1994.

                                          1st           2nd           3rd          4th
- --------------------------------------------------------------------------------------
                                                                       
1995 QUARTERS:
Net sales and operating
revenues                           $   699,084       711,767      752,453      762,763
Gross profit                            76,028        89,898      108,578      109,864
Net income                         $    14,065        24,608       29,599       29,700

Per Pittston Brink's Group
Common Share:
Net income                         $       .25           .32          .39          .39

Per Pittston Burlington Group
Common Share:
Net income                         $       .21           .42          .56          .54

Per Pittston Minerals Group
Common Share:
Net income
Primary                            $       .05           .45          .51          .43
Fully diluted                      $       .05           .45          .45          .43

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 Brink's Group
Common Share:
Net income                         $       .19           .26          .31          .34

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

Per Pittston Minerals Group
Common Share:
Net income (loss)
Primary                            $     (9.96)          .72          .74          .91
Fully diluted                      $     (9.96)          .67          .61          .81

Net loss in the first quarter of 1994 included restructuring and other charges
of $58,116 (Note 14).

                                       86

Pittston Brink's Group
STATEMENT OF MANAGEMENT RESPONSIBILITY

The management of The Pittston Company (the "Company") is responsible for
preparing the accompanying Pittston Brink's Group (the "Brink's Group")
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 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 accompanying 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 Brink's Group's financial statements.

The Company's Board of Directors pursues its oversight role with respect to the
Brink's Group's 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
Brink's Group's financial statements.

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, 1995 and 1994, and the related
statements of operations and cash flows for each of the years in the three-year
period ended December 31, 1995. 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, 1995 and 1994, and the results of its operations and
its cash flows for each of the years in the three-year period ended December 31,
1995, 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

January 25, 1996

                                       87

Pittston Brink's Group
BALANCE SHEETS

                                                                   December 31
(Dollars in thousands)                                           1995       1994
===================================================================================
                                                                         
ASSETS
Current assets:
Cash and cash equivalents                                      $ 21,977     20,226
Short-term investments                                            3,288      2,041
Accounts receivable:
  Trade                                                         112,705     88,347
  Other                                                           4,841      4,561
- ----------------------------------------------------------------------------------
                                                                117,546     92,908
  Less estimated amount uncollectible                             3,756      3,379
- ----------------------------------------------------------------------------------
                                                                113,790     89,529
Receivable Pittston Minerals Group (Note 2)                       3,945        705
Inventories                                                       2,795      1,971
Prepaid expenses                                                 10,380      7,021
Deferred income taxes (Note 7)                                   13,146     13,670
- ----------------------------------------------------------------------------------
Total current assets                                            169,321    135,163
Property, plant and equipment, at cost (Note 4)                 429,077    365,041
  Less accumulated depreciation and amortization                214,424    184,111
- ----------------------------------------------------------------------------------
                                                                214,653    180,930
Intangibles, net of amortization (Notes 5 and 11)                28,893     28,106
Investment in and advances to unconsolidated affiliates          28,406     43,171
Deferred pension assets (Note 13)                                33,923     32,495
Deferred income taxes (Note 7)                                    1,081         --
Other assets                                                      8,449      7,022
- ----------------------------------------------------------------------------------
Total assets                                                   $484,726    426,887
==================================================================================

LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Short-term borrowings                                          $  4,858      4,544
Current maturities of long-term debt (Note 8)                     4,117      5,256
Accounts payable                                                 35,460     26,554
Accrued liabilities:
  Taxes                                                          13,690     13,007
  Workers' compensation and other claims                         17,613     14,939
  Payrolls                                                       12,559      9,750
  Deferred monitoring revenues                                   12,134     11,750
  Miscellaneous                                                  30,010     28,591
- ----------------------------------------------------------------------------------
                                                                 86,006     78,037
- ----------------------------------------------------------------------------------
Total current liabilities                                       130,441    114,391
Long-term debt, less current maturities (Note 8)                  5,795      7,990
Postretirement benefits other than pensions (Note 13)             3,475      3,280
Workers' compensation and other claims                           11,292      9,929
Deferred income taxes (Note 7)                                   37,529     40,245
Payable Pittston Minerals Group (Note 2)                          7,844     12,750
Minority interests                                               21,361     14,471
Other liabilities                                                 8,184      8,300
Commitments and contingent liabilities (Notes 8, 12, and 16)
Shareholder's equity (Note 3)                                   258,805    215,531
- ----------------------------------------------------------------------------------
Total liabilities and shareholder's equity                     $484,726    426,887
==================================================================================

See accompanying notes to financial statements 
                                       88

Pittston Brink's Group
STATEMENTS OF OPERATIONS

                                                         Year Ended December 31
(In thousands, except per share amounts)               1995        1994          1993
=====================================================================================
                                                                         
Operating revenue                                 $ 788,395      656,993      570,953
- -------------------------------------------------------------------------------------

Costs and expenses:
Operating expenses                                  599,683      498,185      433,954
Selling, general and administrative expenses        112,133       97,245       87,247
- -------------------------------------------------------------------------------------
Total costs and expenses                            711,816      595,430      521,201
- -------------------------------------------------------------------------------------
Other operating income (Note 14)                        895        5,913        6,899
- -------------------------------------------------------------------------------------
Operating profit                                     77,474       67,476       56,651

Interest income                                       1,840        1,503        1,304
Interest expense (Note 2)                            (2,050)      (2,450)      (2,734)
Other income (expense), net                          (3,505)      (3,068)      (3,970)
- -------------------------------------------------------------------------------------
Income before income taxes                           73,759       63,461       51,251
Provision for income taxes (Note 7)                  22,666       21,972       19,601
- -------------------------------------------------------------------------------------
Net income                                        $  51,093       41,489       31,650
=====================================================================================

Net income per common share (Note 1)              $    1.35         1.10          .86
=====================================================================================
Average common shares outstanding                    37,931       37,784       36,907

See accompanying notes to financial statements 

                                       89

Pittston Brink's Group
   STATEMENTS OF CASH FLOWS

                                                                                 Year Ended December 31
(In thousands)                                                             1995               1994         1993
- ---------------------------------------------------------------------------------------------------------------
                                                                                                   
Cash flows from operating activities:
Net income                                                             $ 51,093              41,489      31,650
Adjustments to reconcile net income to net
cash provided by operating activities:
  Noncash charges and other write-offs                                       --                  --          11
  Depreciation and amortization                                          42,977              38,463      34,596
  Provision (credit) for deferred income taxes                             (952)              4,328      (2,998)
  Provision (credit) for pensions, noncurrent                              (466)               (169)       (240)
  Provision for uncollectible accounts receivable                         3,265               1,346       3,403
  Equity in earnings of unconsolidated affiliates,
   net of dividends received                                              2,352              (1,144)     (3,596)
  Gain on sale of property, plant and equipment                            (377)               (186)       (174)
  Other operating, net                                                    3,104               2,380       2,763
  Change in operating assets and liabilities, net
  of effects of acquisitions and dispositions:
   Increase in accounts receivable                                      (22,352)            (15,620)     (8,275)
   Increase in inventories                                                 (812)               (529)       (190)
   Increase in prepaid expenses                                          (1,858)               (675)       (793)
   Increase in accounts payable and accrued liabilities                  15,822              15,645       9,958
   Increase in other assets                                              (1,597)               (982)       (758)
   Increase in workers' compensation and other claims, noncurrent         1,363                 886         744
   Increase (decrease) in other liabilities                                 337                (956)     (1,492)
   Other, net                                                            (1,119)               (820)        623
- ---------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                90,780              83,456      65,232
- ---------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Additions to property, plant and equipment                              (69,783)            (56,443)    (47,668)
Proceeds from disposal of property, plant and equipment                   3,178                 515         979
Acquisitions, net of cash acquired, and related contingency payments       (956)                 --          --
Other, net                                                               (1,313)             (4,884)     (1,454)
- ---------------------------------------------------------------------------------------------------------------
Net cash used by investing activities                                   (68,874)            (60,812)    (48,143)
- ---------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Additions to debt                                                         1,782                  --       4,232
Reductions of debt                                                       (5,893)            (10,129)    (10,587)
Payments to Minerals Group                                              (12,240)             (5,705)         --
Repurchase of common stock                                               (2,303)             (4,146)       (616)
Proceeds from exercise of stock options                                   1,536               3,730       8,123
Proceeds from employee stock purchase plan                                  395                  --          --
Proceeds from sale of stock to Savings Investment Plan                       --                  --         147
Proceeds from sale of stock to Minerals Group                                --                 216          86
Dividends paid                                                           (3,432)             (3,399)     (3,175)
Cost of Services Stock
Proposal                                                                     --                  (1)       (782)
Net cash to the Company                                                      --                  --      (6,041)
- ---------------------------------------------------------------------------------------------------------------
Net cash used by financing activities                                   (20,155)            (19,434)     (8,613)
- ---------------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents                                 1,751               3,210       8,476
Cash and cash equivalents at beginning of period                         20,226              17,016       8,540
- ---------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                             $ 21,977              20,226      17,016
===============================================================================================================
See accompanying notes to financial statements.

                                       90

Pittston Brink's Group
NOTES TO FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

On January 18, 1996, the shareholders of The Pittston Company, (the "Company")
approved the Brink's Stock Proposal, as described in the Company's proxy
statement dated December 15, 1995, resulting in the modification, effective as
of January 19, 1996, of the capital structure of the Company to include an
additional class of common stock. The outstanding shares of Pittston Services
Group Common Stock ("Services Stock") have been 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") has been
distributed for each outstanding share of Services Stock. Holders of Pittston
Minerals Group Common Stock ("Minerals Stock") continue to be holders of such
stock, which continues 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).

All stock and per share data in the accompanying financial statements have been
restated to reflect the modification of the Company's capital structure. The
primary impacts of this restatement are as follows:

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.

The Company provides to holders of Brink's Stock separate financial statements,
financial review, descriptions of business and other relevant information for
the Brink's Group in addition to the consolidated financial information of the
Company. 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 financial
statements, this attribution and the change in the capital structure of the
Company as a result of the Brink's Stock Proposal did 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 are common shareholders of the Company,
which continues 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.

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.

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.

                                       91

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 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.

USE OF ESTIMATES
In accordance with generally accepted accounting principles, management of the
Company has made a number of estimates and assumptions relating to the reporting
of assets and liabilities and the disclosure of contingent assets and
liabilities to prepare these financial statements. Actual results could differ
from those estimates.

                                       92

PENDING ACCOUNTING CHANGES
The Brink's Group is required to implement a new accounting standard, Statement
of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", in
1996. SFAS No. 121 requires companies to review long-lived assets and certain
identifiable intangibles to be held and used by an entity for impairment
whenever circumstances indicate that the carrying amount of an asset may not be
recoverable. SFAS No. 121 requires companies to utilize a two-step approach to
determining whether impairment of such assets has occurred and, if so, the
amount of such impairment. Although the Brink's Group is still reviewing the
impact of adopting SFAS No. 121, it is estimated that its adoption will not have
any impact on the Brink's Group's financial statements as of January 1, 1996.

The Brink's Group is required to implement a new accounting standard SFAS No.
123, "Accounting for Stock Based Compensation", in 1996. SFAS No. 123
establishes financial accounting and reporting standards for stock-based
employee compensation plans. Although SFAS No. 123 encourages adoption of
a fair value based method of accounting for all employee stock compensation
plans, it allows entities to continue to measure compensation cost for those
plans using the intrinsic value based method of accounting prescribed by
Accounting Principles Board Opinion ("APB") No. 25, Accounting for Stock
issued to Employees with disclosure of net income and earnings per share
as if the fair value based method of accounting is applied. The Brink's Group
expects to continue to account for its stock compensation plans according to
APB No. 25 with the disclosure of the impact on net income and earnings per
share as if the fair value based method of accounting is applied.

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. The
Company attributes long-term debt to the Brink's Group based upon the purpose
for the debt in addition to the cash requirements of the Brink's Group. At
December 31, 1995 and 1994, none of the long-term debt of the Company was
attributed to the Brink's Group. The portion of the Company's interest expense
allocated to the Brink's Group for 1995 and 1994 was $120 and $176,
respectively. There was no interest expense allocated to the Brink's Group in
1992. 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, 1995 and 1994, the
Minerals Group owed the Brink's Group $17,945 and $5,705, respectively, 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, 1995 and 1994, the Brink's Group owed the Minerals
Group $21,844 and $17,750, respectively, for such tax benefits, of which $7,844
and $12,750, respectively, were not expected to be paid within one year from
such dates in accordance with the policy.

                                       93

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 $4,770, $4,666 and $4,757 in 1995, 1994 and 1993,
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:

                                                   Year Ended December 31
                                               1995         1994         1993
- -----------------------------------------------------------------------------
                                                                 
Balance at beginning of period            $ 215,531      175,219      147,582
Net income                                   51,093       41,489       31,650
Foreign currency translation adjustment      (6,808)         (25)      (3,336)
Stock options exercised                       1,114        3,730        8,123
Stock released from employee benefits
  trust to employee benefits plan             3,371          899          563
Stock sold from employee benefits
  trust to employee benefits plan                --           --          147
Stock sold to Minerals Group                     --          216           86
Stock repurchases                            (2,303)      (4,146)        (616)
Dividends declared                           (3,437)      (3,404)      (3,175)
Cost of Services Stock Proposal                  --           (1)        (782)
Tax benefit of options exercised                244        1,554        1,018
Net cash to the  Company                         --           --       (6,041)
- -----------------------------------------------------------------------------
Balance at end of period                  $ 258,805      215,531      175,219
=============================================================================

Included in shareholder's equity is the cumulative foreign currency translation
adjustment of $20,044, $13,236 and $13,211 at December 31, 1995, 1994 and 1993,
respectively.

4. PROPERTY, PLANT AND EQUIPMENT

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

                                December 31
                              1995       1994
- ---------------------------------------------
                                    
Land                      $  4,461      4,162
Buildings                   69,135     59,696
Machinery and equipment    355,481    301,183
- ---------------------------------------------
Total                     $429,077    365,041
=============================================

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

                                       Years
- --------------------------------------------
                                 
Buildings                           10 to 40
Machinery and equipment              2 to 20

Depreciation of property, plant and equipment aggregated $41,474 in 1995,
$35,992 in 1994 and $31,973 in 1993.

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

                                                             Year Ended December 31
                                                         1995         1994         1993
- ---------------------------------------------------------------------------------------
                                                                           
Capitalized subscriber installation costs
 beginning of year                                  $  81,445       65,785       54,668
Capitalized cost of security system installations      44,488       32,309       23,972
Depreciation, including amounts recognized
 to fully depreciate capitalized costs for
 installations disconnected during the year           (20,597)     (16,649)     (12,855)
- ---------------------------------------------------------------------------------------
Capitalized subscriber installation
 costs end of period                                $ 105,336       81,445       65,785
=======================================================================================

New subscribers were 82,600 in 1995, 75,200 in 1994 and 59,700 in 1993.

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 $3,122 in 1995, $2,645 in 1994 and $2,567 in 1993) and costs incurred
in maintaining facilities and

                                       94

vehicles dedicated to the installation process (in the amount of $2,074 in 1995,
$1,492 in 1994 and $1,484 in 1993). The effect of this change in accounting
principle was to increase operating profit of the Brink's Group and the BHS
segment in 1995, 1994 and 1993 by $5,196, $4,137 and $4,051, respectively, and
net income of the Brink's Group in 1995, 1994 and 1993 by $3,123, $2,486 and
$2,435, respectively, or by $0.08 per share in 1995 and $0.07 per share in1994
and 1993. 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 1995, 1994 and
1993 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 $7,793 at
December 31, 1995, and $6,703 at December 31, 1994. The estimated useful life of
intangibles is generally forty years. Amortization of intangibles aggregated
$958 in 1995, $882 in 1994 and $865 in 1993.

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 quality
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
- ---------------------------------------------------
                                    
1995:
Current        $16,010     4,615    2,993    23,618
Deferred          972     (1,550)    (374)     (952)
- ---------------------------------------------------
Total          $16,982     3,065    2,619    22,666
===================================================
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
===================================================

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

                                                      1995      1994       1993
- -------------------------------------------------------------------------------
                                                                    
Deferred tax expense (benefit), exclusive of the
 components listed below                           $ 1,550      2,892    (5,548)
Net operating loss carryforwards                      (790)       449     1,860
Alternative minimum tax credits                     (1,712)     1,084       648
Change in the valuation allowance for deferred
 tax assets                                             --        (97)       42
- -------------------------------------------------------------------------------
Total                                              $  (952)     4,328    (2,998)
===============================================================================

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.

                                       95

The components of the net deferred tax liability as of December 31, 1995 and
December 31, 1994 were as follows:

                                                 1995      1994
- ---------------------------------------------------------------
                                                      
Deferred tax assets:
Accounts receivable                           $ 1,417     1,310
Postretirement benefits other than pensions     2,028     1,741
Workers' compensation and other claims          5,180     4,974
Other liabilities and reserves                 13,561    11,355
Miscellaneous                                   1,015       727
Net operating loss carryforwards                3,355     2,565
Alternative minimum tax credits                11,245     9,435
- ---------------------------------------------------------------
Total deferred tax asset                       37,801    32,107
- ---------------------------------------------------------------
Deferred tax liabilities:
Property, plant and equipment                  22,063    22,125
Pension assets                                 15,031    14,724
Other assets                                    2,929     2,844
Investments in foreign affiliates              11,478    11,965
Miscellaneous                                   9,602     7,024
- ---------------------------------------------------------------
Total deferred tax liability                   61,103    58,682
- ---------------------------------------------------------------
Net deferred tax liability                    $23,302    26,575
===============================================================

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 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 1995, 1994 and 1993 to the income before income taxes.

                                                       Year Ended December 31
                                                      1995        1994        1993
- ----------------------------------------------------------------------------------
                                                                      
Income (loss) before income taxes:
United States                                     $ 59,507      47,419      39,187
Foreign                                             14,252      16,042      12,064
- ----------------------------------------------------------------------------------
Total                                             $ 73,759      63,461      51,251
==================================================================================
Tax provision computed at statutory rate          $ 25,816      22,211      17,938
Increases (reductions) in taxes due to:
State income taxes (net of federal tax benefit)      1,702       2,092       1,992
Difference between total taxes on foreign
 income and the U.S. federal statutory rate         (5,528)     (3,259)       (633)
Miscellaneous                                          676         928         304
- ----------------------------------------------------------------------------------
Actual tax provision                              $ 22,666      21,972      19,601
==================================================================================

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, 1995 and
December 31, 1994, the unrecognized deferred tax liability for temporary
differences of approximately $29,531, and $36,460, 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 $10,336 and $12,761, respectively.

The Brink's Group is included in the Company's consolidated U.S. federal income 
tax return.

As of December 31, 1995, the Brink's Group had $11,245 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, 1995 were $3,355 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
                                                   1995      1994
- -------------------------------------------------------------------
                                                        
Senior obligations:
U.S. dollar term loan due 1996 to 1997 (6.44%
  in 1995 and 6.50% in 1994)                      $1,582    3,451
All other                                          2,150    1,882
- -------------------------------------------------------------------
                                                   3,732    5,333
Obligations under capital leases (average rates
  13.55% in 1995 and 16.80% in 1994)               2,063    2,657
- -------------------------------------------------------------------
Total long-term debt, less current maturities     $5,795    7,990
===================================================================

For the four years through December 31, 2000, minimum repayments of long-term
debt outstanding are as follows:

                         
             1997         $3,225
             1998          1,044
             1999           543
             2000           253

The U.S. dollar term loan due 1996 to 1997 bears interest based on the 
Eurodollar rate.

In March 1994, the Company entered into a $350,000 credit agreement with a
syndicate of banks (the "Facility"). The Facility included a $100,000 five-year
term loan, which originally matured in March 1999. The Facility also permitted
additional borrowings, repayments and reborrowings of up to an aggregate of
$250,000 initially until March 1999. In March 1995, the 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 Facility is payable at rates based on prime, certificate of deposit,
Eurodollar or money market rates. At December 31, 1995, no borrowings under the
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.

                                       96

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.

At December 31, 1995, the Company's portion of outstanding unsecured letters of
credit allocated to the Brink's Group was $14,402, primarily supporting the
Brink's Group's obligations under its various self-insurance programs.

9. 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.

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.

As part of the Brink's Stock Proposal (Note 1), the 1988 and Non-Employee Plans
were amended to permit option grants to be made to optionees with respect to
Brink's Stock or Burlington Stock in addition to Minerals Stock. Upon approval
of the Brink's Stock Proposal, a total of 2,383,422 shares of Services 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 plans, the Company converted these options into
options for shares of Brink's Stock or Burlington Stock, or both, depending on
the employment status and responsibilities of the particular optionee. In the
case of optionees having Company-wide responsibilities, each outstanding
Services Stock option was converted into options for both Brink's Stock and
Burlington Stock. In the case of other optionees, each outstanding option was
converted into a new option only for Brink's Stock or Burlington Stock, as the
case may be. As a result, upon approval of the Brink's Stock Proposal, 1,749,822
shares of Brink's Stock and 1,989,466 shares of Burlington Stock were subject to
options.

10. CAPITAL STOCK

The Company, at any time, has the right 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 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, at any time has the right, 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 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 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.

Holders of Brink's Stock at all times have one vote per share. Holders of
Burlington Stock and Minerals Stock have one and 0.626 votes per share,
respectively, subject to adjustment on January 1, 1998, 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
aggregate market capitalization of the Company's common stock 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 have. Holders of Brink's Stock, Burlington 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 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.

                                      97

In the event of a dissolution, liquidation or winding up of the Company, the
holders of Brink's Stock, Burlington Stock and Minerals Stock, effective January
19, 1996, 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 4,202,954 (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 totals, in the case of Minerals Stock,
shall include the Nominal Shares).

In November 1995, the Board of Directors (the "Board") authorized the
repurchase, subject to shareholder approval of the Brink's Stock Proposal,
of up to 1,500,000 shares of Brink's Stock from time to time in the open market
or in private transactions, as conditions warrant, not to exceed an aggregate
purchase price of $45,000 for all common stock of the Company.

Dividends paid to holders of Brink's Stock are 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. Subject to these limitations, the Company's 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.

In January 1994, the Company issued 161,000 shares of its $31.25 Series C
Cumulative Convertible Preferred Stock (the "Convertible Preferred Stock"). The
Convertible Preferred Stock, which is convertible into Minerals Stock and which
has been attributed to the Minerals Group, pays an annual 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. Payment of
dividends commenced on March 1, 1994. Such stock also bears a liquidation
preference of $500 per share, plus an amount equal to accrued and unpaid
dividends thereon.

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 benefits programs. Upon formation of the Trust, the Company
sold for a promissory note of the Trust, 4,000,000 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 Brink's Stock Proposal, 3,537,811 shares in the Trust were
redesignated as Brink's Stock. At December 31, 1995, 3,552,906 shares of Brink's
Stock (3,778,565 in 1994) remained in the Trust, valued at market. The value of
these shares has no impact on shareholder's equity.

11. ACQUISITIONS

During 1995, the Brink's Group increased its investment in an equity affiliate
to a controlling interest for a purchase price of $956. The acquisition was
accounted for as a purchase; accordingly, the purchase price was allocated to
the underlying assets and liabilities based on the estimated fair value at the
date of acquisition. The fair value of the assets acquired was $9,493 and
liabilities assumed was $9,456. The excess of the purchase price over the fair
value of assets acquired and liabilities assumed was $919 and is being amortized
over a period of forty years.

The results of operations of the acquired company have been included in the
Brink's Group's results of operations from the date of acquisition.

12. 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, 1995,
aggregate future minimum lease payments under noncancellable operating leases
were as follows:

                                Equipment
                 Facilities     & Other       Total
- ----------------------------------------------------
                                       
1996                $13,069       2,879      15,948
1997                 11,637       1,657      13,294
1998                  8,627       1,140       9,767
1999                  7,573         370       7,943
2000                  6,430         274       6,704
2001                  5,804          98       5,902
2002                  5,180          21       5,201
2003                  4,842           8       4,850
2004                  4,652           6       4,658
2005                  3,589           6       3,595
Later Years           7,493           6       7,499
- ----------------------------------------------------
Total               $78,896       6,465      85,361
====================================================

                                       98

These amounts are net of aggregate future minimum non-cancellable sublease
rentals of $302.

Rent expense amounted to $23,469 in 1995, $17,419 in 1994 and $14,908 in 1993.

The Brink's Group incurred capital lease obligations of $648 in 1995, $1,651 in
1994 and $1,059 in 1993. As of December 31, 1995, the Brink's Group's
obligations under capital leases were not significant.

13. 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
1995, 1994 and 1993 for all plans is as follows:

                                                       Year Ended December 31
                                                    1995        1994        1993
- --------------------------------------------------------------------------------
                                                                    
Service cost benefits earned during year        $  5,031       5,551       4,558
Interest cost on projected benefit obligation      8,719       7,838       7,765
Return on assets actual                          (28,019)     (1,750)    (18,726)
(Loss) return on assets deferred                  14,717     (10,910)      7,011
Other amortization, net                             (505)       (472)       (274)
- --------------------------------------------------------------------------------
Net pension expense (credit)                    $    (57)        257         334
================================================================================

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

                                                   1995    1994    1993
                                                            
- ------------------------------------------------------------------------
Interest cost on projected benefit obligation      8.75%    7.5%    9.0%
Expected long-term rate of return on assets        10.0%   10.0%   10.0%
Rate of increase in compensation levels             4.0%    4.0%    5.0%

The funded status and prepaid pension expense at December 31, 1995 and 1994 are
as follows:

                                                                                        1995         1994
- ---------------------------------------------------------------------------------------------------------
                                                                                                
Actuarial present value of accumulated benefit obligation:
  Vested                                                                           $ 104,120       78,344
  Nonvested                                                                            8,282        6,559
- ---------------------------------------------------------------------------------------------------------
                                                                                     112,402       84,903
Benefits attributable to projected salaries                                           18,966       14,965
- ---------------------------------------------------------------------------------------------------------
Projected benefit obligation                                                         131,368       99,868
Plan assets at fair value                                                            159,555      132,736
- ---------------------------------------------------------------------------------------------------------
Excess of plan assets over projected
  benefit obligation                                                                  28,187       32,868
Unamortized initial net asset                                                         (2,918)      (3,418)
Unrecognized experience loss                                                           6,781          604
Unrecognized prior service cost                                                        1,385        1,608
- ---------------------------------------------------------------------------------------------------------
Net pension assets                                                                    33,435       31,662
Current pension liability                                                                488          833
- ---------------------------------------------------------------------------------------------------------
Deferred pension asset per balance sheet                                           $  33,923       32,495
=========================================================================================================

For the valuation of pension obligations and the calculation of the funded
status, the discount rate was 7.5% in 1995 and 8.75% in 1994. 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 1995 and 1994.

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, 1995, 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 1995, 1994 and 1993, the components of periodic expense for these
postretirement benefits were as follows:

                                            Year Ended December 31
                                              1995    1994   1993
- -------------------------------------------------------------------
                                                     
Service cost benefits earned during year      $ 68     86     70
Interest cost on accumulated postretirement
 benefit obligation                            240    232    256
- -----------------------------------------------------------------
Total expense                                 $308    318    326
=================================================================

                                       99

Interest costs on the accumulated postretirement benefit obligation were based
upon rates of 8.75% in 1995, 7.5% in 1994 and 9% in 1993.

At December 31, 1995 and 1994, the actuarial and recorded liabilities for these
postretirement benefits, none of which have been funded, were as follows:

                                                   1995     1994
                                                       
- ----------------------------------------------------------------
Accumulated postretirement benefit obligation:
Retirees                                         $1,632    1,675
Fully eligible active plan participants             777      654
Other active plan participants                    1,195      766
- ----------------------------------------------------------------
                                                  3,604    3,095
Unrecognized experience gain                        155      477
- ----------------------------------------------------------------
Liability included on the balance sheet           3,759    3,572
Less current portion                                284      292
- ----------------------------------------------------------------
Noncurrent liability for postretirement health
 care and life insurance benefits                $3,475    3,280
================================================================

The accumulated postretirement benefit obligation was determined using the unit
credit method and an assumed discount rate of 7.5% in 1995 and 8.75% in 1994.
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 1995
for employees under a foreign plan was 9% grading down to 5% in the year 2001.

A percentage point increase each year in the assumed health care cost trend rate
used would have resulted in a $11 increase in the aggregate service and interest
components of expense for the year 1995, and a $60 increase in the accumulated
postretirement benefit obligation at December 31, 1995.

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 75% 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 $2,794
in 1995, $2,706 in 1994 and $2,153 in 1993.

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 for information regarding the Company's Employee Stock
Purchase Plan.

14. 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, 1995
                                                      
- ------------------------------------------------------------
Servicio Pan Americano De Protecion, S.A. (Mexico)     20.0%
Brink's Panama, S.A                                    49.0%
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 Arya 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.

                                                1995         1994        1993
                                                                 
- ------------------------------------------------------------------------------
Revenues                                   $ 715,423      784,699     688,637
Gross profit                                  58,661      147,468     140,402
Net income (loss)                             (6,048)      22,661      24,739

The Company's share of net income (loss)   $     136        6,048       6,895
=============================================================================
Current assets                              $155,687      149,367
Noncurrent assets                            218,019      291,085
Current liabilities                          209,016      135,824
Noncurrent liabilities                        80,860      156,375
Net equity                                  $ 83,830      148,253

Undistributed earnings of such companies approximated $37,321 at December 31,
1995.

15. SEGMENT INFORMATION

Operating revenues by geographic area are as follows:

                              Year Ended December 31
                              1995     1994     1993
- ----------------------------------------------------
                                        
United States             $464,738  406,828  356,869
Brazil                     106,678   70,492   43,974
Other foreign              216,979  179,673  170,110
- ----------------------------------------------------
Total operating revenues  $788,395  656,993  570,953
====================================================

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.

                                      100

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

                              Year Ended December 31
                                1995    1994    1993
- ----------------------------------------------------
                                        
United States               $ 63,362  51,343  43,707
Brazil                         5,329   3,162   1,413
Other foreign                 13,553  17,637  16,288
- ----------------------------------------------------
Brink's Group's portion of the
 Company's segment operating
 profit                       82,244  72,142  61,408
Allocated general corporate
 expense                      (4,770) (4,666) (4,757)
- ----------------------------------------------------
Total operating profit      $ 77,474  67,476  56,651
====================================================

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

                                       Year Ended December 31
                                     1995       1994       1993
- ---------------------------------------------------------------
                                                   
United States                    $240,397    203,364    173,416
Brazil                             29,492     25,843     20,780
Other foreign                     167,834    155,981    145,642
- ---------------------------------------------------------------
Brink's Group's portion of the
 Company's assets                 437,723    385,188    339,838
Brink's Group's portion of
 corporate assets                  24,697     24,503     23,208
Deferred tax reclass               22,306     17,196     14,877
- ---------------------------------------------------------------
Total assets                     $484,726    426,887    377,923
===============================================================

Industry segment information is as follows:

                                            Year Ended December 31
                                           1995         1994        1993
- ------------------------------------------------------------------------
                                                            
REVENUES:
Brink's                               $ 659,459      547,046     481,904
BHS                                     128,936      109,947      89,049
- ------------------------------------------------------------------------
Total revenues                        $ 788,395      656,993     570,953
========================================================================

OPERATING PROFIT:
Brink's (a)                           $  42,738       39,710      35,008
BHS (b)                                  39,506       32,432      26,400
- ------------------------------------------------------------------------
Segment operating profit                 82,244       72,142      61,408
Allocated general corporate expense      (4,770)      (4,666)     (4,757)
- ------------------------------------------------------------------------
Total operating profit                $  77,474       67,476      56,651
========================================================================

(a) Includes equity in net income of unconsolidated foreign affiliates of $136
in 1995, $6,048 in 1994 and $6,895 in 1993.

(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 $5,196 in 1995, $4,137 in 1994 and
$4,051 in 1993 (Note 4).

                                         Year Ended December 31
                                         1995      1994      1993
- --------------------------------------------------------------------
                                                     
CAPITAL EXPENDITURES:
Brink's                               $ 23,063     23,963     22,209
BHS                                     47,256     34,071     26,409
Allocated general corporate                111         60         32
- --------------------------------------------------------------------
Total capital expenditures            $ 70,430     58,094     48,650
====================================================================

DEPRECIATION AND AMORTIZATION:
Brink's                               $ 21,844     20,553     20,150
BHS                                     21,028     17,817     14,357
Allocated general corporate expense        105         93         89
- --------------------------------------------------------------------
Total depreciation and amortization   $ 42,977     38,463     34,596
====================================================================

ASSETS AT DECEMBER 31:
Brink's                                321,022    297,816    267,229
BHS                                    116,701     87,372     72,609
- --------------------------------------------------------------------
Identifiable assets                    437,723    385,188    339,838
Allocated portion of the Company's
 corporate assets                       24,697     24,503     23,208
Deferred tax reclass                    22,306     17,196     14,877
- --------------------------------------------------------------------
Total assets                          $484,726    426,887    377,923
====================================================================

16. 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 $16,400 over a period of up to
five years. Management is unable to determine that any amount within that range
is a better

                                      101

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 from prior years' in light of cost inflation. The
estimate of costs and the timing of payments could change as a result of changes
to the remediation plan required, changes in the technology available to treat
the site, unforseen circumstances existing at the site and additional cost
inflation.

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. In August 1995, the District Court
ruled on various Motions for Summary Judgement. In its decision, the Court found
favorably for the Company on several matters relating to the comprehensive
general liability policies but concluded that the pollution liability policies
did not contain pollution coverage for the types of claims associated with the
Tankport site. The Company has filed a notice of its intent to appeal the
District Court's decision to the Third Circuit. Management and its outside legal
counsel continue to believe, however, that recovery of a substantial portion of
the cleanup costs will ultimately be probable of realization. Accordingly,
management is revising its earlier belief that there is no net liability for the
Tankport obligation, and it is the Company's belief that, based on estimates of
potential liability and probable realization of insurance recoveries, the
Company would be liable for approximately $1,400 based on the Court's decision
and related developments of New Jersey law.

17. SUPPLEMENTAL CASH FLOW INFORMATION

For the years ended December 31, 1995, 1994 and 1993, cash payments for income
taxes, net of refunds received, were $22,352, $19,277 and $15,595, respectively.

For the years ended December 31, 1995, 1994 and 1993, cash payments for interest
were $1,663, $2,502 and $2,722, respectively.

18. SELECTED QUARTERLY FINANCIAL DATA

Tabulated below are certain data for each quarter of 1995 and 1994.

                                  1st        2nd        3rd        4th
- ----------------------------------------------------------------------
                                                       
1995 QUARTERS:
Operating revenues           $179,400    185,606    208,958    214,431
Gross profit                   39,876     44,242     50,803     53,791
Net income                   $  9,546     11,965     14,613     14,969

Per Pittston Brink's Group
  Common Share:
Net income                   $    .25        .32        .39        .39

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

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

                                     102

Pittston Burlington Group
STATEMENT OF MANAGEMENT RESPONSIBILITY

The management of The Pittston Company (the "Company") is responsible for
preparing the accompanying Pittston Burlington Group (the "Burlington Group")
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 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 accompanying 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 Burlington Group's financial statements.

The Company's Board of Directors pursues its oversight role with respect to the
Burlington Group's 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
Burlington Group's financial statements.

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, 1995 and 1994, and the related
statements of operations and cash flows for each of the years in the three-year
period ended December 31, 1995. 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, 1995 and 1994, and the results of its operations and
its cash flows for each of the years in the three-year period ended December 31,
1995, 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

January 25, 1996

                                      103

Pittston Burlington Group
BALANCE SHEETS

                                                                                               December 31
(Dollars in thousands)                                                                       1995       1994
- ---------------------------------------------------------------------------------------------------------------
                                                                                                 
ASSETS
Current assets:
Cash and cash equivalents                                                               $  25,847     18,384
Accounts receivable:
  Trade                                                                                   218,081    180,024
  Other                                                                                    11,973      8,791
- ---------------------------------------------------------------------------------------------------------------
                                                                                          230,054    188,815
  Less estimated amount uncollectible                                                      10,373     10,475
- ---------------------------------------------------------------------------------------------------------------
                                                                                          219,681    178,340
Receivable -- Pittston Minerals Group (Note 2)                                              5,910     31,465
Inventories                                                                                 1,684      2,035
Prepaid expenses                                                                           13,603      9,290
Deferred income taxes (Note 7)                                                             11,512     11,655
- ---------------------------------------------------------------------------------------------------------------
Total current assets                                                                      278,237    251,169
Property, plant and equipment, at cost (Note 4)                                           128,440     95,053
  Less accumulated depreciation and amortization                                           56,269     50,611
- ---------------------------------------------------------------------------------------------------------------
                                                                                           72,171     44,442
Intangibles, net of amortization (Notes 5 and 11)                                         180,739    180,686
Deferred pension assets (Note 13)                                                          10,427     10,655
Deferred income taxes (Note 7)                                                             12,875      9,050
Other assets                                                                               17,628     25,514
- ---------------------------------------------------------------------------------------------------------------
Total assets                                                                            $ 572,077    521,516
- ---------------------------------------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Short-term borrowings                                                                   $  32,181      8,779
Current maturities of long-term debt (Note 8)                                               1,964        938
Accounts payable                                                                          157,770    149,290
Accrued liabilities:
  Taxes                                                                                    13,760     10,389
  Workers' compensation and other claims                                                    3,459      4,185
  Miscellaneous                                                                            45,092     44,944
- ---------------------------------------------------------------------------------------------------------------
                                                                                           62,311     59,518
- ---------------------------------------------------------------------------------------------------------------
Total current liabilities                                                                 254,226    218,525

Long-term debt, less current maturities (Note 8)                                           26,697     41,906
Postretirement benefits other than pensions (Note 13)                                       2,713      2,481
Deferred income taxes (Note 7)                                                              1,996      1,572
Payable Pittston Minerals Group (Note 2)                                                    8,029     10,436
Other liabilities                                                                           6,563      5,716
Commitments and contingent liabilities (Notes 8, 12, and 15)
Shareholder's equity (Note 3)                                                             271,853    240,880
- ---------------------------------------------------------------------------------------------------------------
Total liabilities and shareholder's equity                                              $ 572,077    521,516
- ---------------------------------------------------------------------------------------------------------------

See accompanying notes to financial statements.

                                       104

Pittston Burlington Group
STATEMENTS OF OPERATIONS

                                                                                    Year Ended December 31
(In thousands, except per share amounts)                                        1995         1994       1993
- ---------------------------------------------------------------------------------------------------------------
                                                                                                
Operating revenue                                                         $1,414,821    1,215,284    998,079
- ---------------------------------------------------------------------------------------------------------------
Costs and expenses:
Operating expenses                                                         1,245,721    1,043,895    865,587
Selling, general and administrative expenses                                 117,980      110,036    102,089
- ---------------------------------------------------------------------------------------------------------------
Total costs and expenses                                                   1,363,701    1,153,931    967,676
- ---------------------------------------------------------------------------------------------------------------

Other operating income                                                         2,833        3,206      2,811
- ---------------------------------------------------------------------------------------------------------------
Operating profit                                                              53,953       64,559     33,214

Interest income                                                                4,430        2,127        901
Interest expense (Note 2)                                                     (5,108)      (3,847)    (6,103)
Other income (expense), net                                                   (1,702)      (1,629)       (97)
- ---------------------------------------------------------------------------------------------------------------
Income before income taxes                                                    51,573       61,210     27,915
Provision for income taxes (Note 7)                                           18,718       22,854     12,439
- ---------------------------------------------------------------------------------------------------------------
Net income                                                                $   32,855       38,356     15,476
- ---------------------------------------------------------------------------------------------------------------

Net income per common share (Note 1)                                      $     1.73         2.03        .84
- ---------------------------------------------------------------------------------------------------------------
Average common shares outstanding                                             18,966       18,892     18,454

See accompanying notes to financial statements.

                                      105

Pittston Burlington Group
STATEMENTS OF CASH FLOWS

                                                                                    Year Ended December 31
(In thousands)                                                                   1995        1994       1993
- ---------------------------------------------------------------------------------------------------------------
                                                                                             
Cash flows from operating activities:
Net income                                                                    $32,855      38,356     15,476
Adjustments to reconcile net income to net cash provided by
    operating activities:
  Noncash charges and other write-offs                                            --          306        --
  Depreciation and amortization                                                19,972      17,319     15,378
  Provision for aircraft heavy maintenance                                     26,317      26,598     20,962
  Credit for deferred income taxes                                             (4,345)     (5,256)    (1,337)
  Provision for pensions, noncurrent                                              218         203        290
  Provision for uncollectible accounts receivable                               2,336       3,054      2,949
  Equity in earnings of unconsolidated affiliates, net of dividends received     (194)       (118)      (115)
  Loss (gain) on sale of property, plant and equipment                            209          39       (234)
  Other operating, net                                                            828         343        278
  Change in operating assets and liabilities, net of effects of
     acquisitions and dispositions:
   Increase in accounts receivable                                            (38,946)    (45,084)    (9,986)
   (Increase) decrease in inventories                                             351        (242)      (361)
   (Increase) decrease in prepaid expenses                                     (4,127)      1,575     (2,610)
   Increase in accounts payable and accrued liabilities                         5,193      64,615     10,104
   Decrease (increase) in other assets                                           (551)        272     (4,921)
   Increase (decrease) in other liabilities                                       642       1,000        (75)
   Other, net                                                                  (1,270)        860       (515)
- ---------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                      39,488     103,840     45,283
- ---------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Additions to property, plant and equipment                                    (32,399)    (24,005)   (28,362)
Proceeds from disposal of property, plant and equipment                           422       1,467        972
Aircraft heavy maintenance expenditures                                       (22,356)    (15,333)   (19,148)
Acquisitions, net of cash acquired, and related contingency payments           (1,338)     (5,938)      (736)
Other, net                                                                      3,683       3,775        (23)
- ---------------------------------------------------------------------------------------------------------------
Net cash used by investing activities                                          (51,988)   (40,034)   (47,297)
- ---------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Additions to debt                                                              28,060      31,790       --
Reductions of debt                                                             (2,834)    (30,482)   (23,894)
Payments (to) from Minerals Group                                                (878)    (55,731)    13,266
Repurchase of common stock                                                     (1,132)     (2,042)      (304)
Proceeds from exercise of stock options                                           756       1,837      4,001
Proceeds from employee stock purchase plan                                        195        --           --
Proceeds from sale of stock to Savings Investment Plan                             --        --           73
Proceeds from sale of stock to Minerals Group                                      --         106         42
Dividends paid                                                                 (4,204)     (4,154)    (3,880)
Cost of Services Stock Proposal                                                    --          (1)      (782)
Net cash from the Company                                                          --         --       6,937
- ---------------------------------------------------------------------------------------------------------------
Net cash provided (used) by financing activities                               19,963     (58,677)    (4,541)
- ---------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                            7,463       5,129     (6,555)
Cash and cash equivalents at beginning of period                               18,384      13,255     19,810
- ---------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                    $25,847      18,384     13,255
- ---------------------------------------------------------------------------------------------------------------

See accompanying notes to financial statements.

                                       106

Pittston Burlington Group
NOTES TO FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION
On January 18, 1996, the shareholders of The Pittston Company (the "Company")
approved the Brink's Stock Proposal, as described in the Company's proxy
statement dated December 15, 1995, resulting in the modification, effective as
of January 19, 1996, of the capital structure of the Company to include an
additional class of common stock. The outstanding shares of Pittston Services
Group Common Stock ("Services Stock") have been 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") has been
distributed for each outstanding share of Services Stock. Holders of Pittston
Minerals Group Common Stock ("Minerals Stock") continue to be holders of such
stock, which continues 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).

All stock and per share data in the accompanying financial statements have been
restated to reflect the modification of the Company's capital structure. The
primary impacts of this restatement are as follows:

  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
  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.

The Company provides to holders of Burlington Stock separate financial
statements, financial review, descriptions of business and other relevant
information for the Burlington Group in addition to the consolidated financial
information of the Company. 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 financial statements, this attribution and the change in the capital
structure of the Company contemplated by the Brink's Stock Proposal did not
affect legal title to such assets or responsibility for such liabilities for the
Company or any of its subsidiaries. Holders of Burlington Stock are common
shareholders of the Company, which continues 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.

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.

                                      107

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. Financial statements resulting
from existing recognition policies do not materially differ from the allocation
of revenue between reporting periods based on relative transit times in each
reporting period with expenses recognized as incurred.

                                       108

USE OF ESTIMATES
In accordance with generally accepted accounting principles, management of the
Company has made a number of estimates and assumptions relating to the reporting
of assets and liabilities and the disclosure of contingent assets and
liabilities to prepare these financial statements. Actual results could differ
from those estimates.

PENDING ACCOUNTING CHANGES
The Burlington Group is required to implement a new accounting standard,
Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of", in 1996. SFAS No. 121 requires companies to review long-lived assets and
certain identifiable intangibles to be held and used by an entity for impairment
whenever circumstances indicate that the carrying amount of an asset may not be
recoverable. SFAS No. 121 requires companies to utilize a two-step approach to
determining whether impairment of such assets has occurred and, if so, the
amount of such impairment. Although the Burlington Group is still reviewing the
impact of adopting SFAS No. 121, it is estimated that its adoption will not have
any impact on the Burlington Group's financial statements as of January 1, 1996.

The Burlington Group is required to implement a new accounting standard SFAS No.
123, "Accounting for Stock Based Compensation", in 1996. SFAS No. 123
establishes financial accounting and reporting standards for stock-based
employee compensation plans. Although SFAS No. 123 encourages adoption of a
fair value based method of accounting for all employee stock compensation
plans, it allows entities to continue to measure compensation cost for those
plans using the intrinsic value based method of accounting prescribed by
Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock
issued to Employees" with disclosure of net income and earnings per share
as if the fair value based method of accounting is applied. The Burlington
Group expects to continue to account for its stock compensation plans according
to APB No. 25 with the disclosure of the impact on net income and earnings
per share as if the fair value based method of accounting is applied.

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. The Company attributes
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 1995, 1994 and 1993 was $2,327,
$2,629 and $5,063, 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, 1995 and 1994, the
Minerals Group owed the Burlington Group $19,910 and $42,465, respectively, 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

                                      109

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, 1995
and 1994, the Burlington Group owed the Minerals Group $22,029 and $21,436,
respectively, for such tax benefits, of which $8,029 and $10,436, 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 $4,770, $4,665 and $4,757 in 1995, 1994 and 1993,
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:

                                              Year Ended December 31
                                           1995       1994        1993
- --------------------------------------------------------------------------------
                                                            
Balance at beginning of period           $ 240,880   203,150     181,576
Net income                                  32,855    38,356      15,476
Foreign currency translation adjustment        945     2,418        (768)
Stock options exercised                        548     1,837       4,001
Stock released from employee benefits
  trust to employee benefits plan            1,661       443         278
Stock sold from employee benefits
  trust to employee benefits plan              --         --          73
Stock sold to Minerals Group                   --        107          42
Stock repurchases                           (1,134)   (2,042)       (304)
Dividends declared                          (4,201)   (4,161)     (3,880)
Cost of Services Stock Proposal                 --        (1)       (782)
Tax benefit of options exercised               299       765         501
Conversion of debt                              --         8          --
Net cash (to) from the Company                  --        --       6,937
- --------------------------------------------------------------------------------
Balance at end of period                  $271,853   240,880    203,150
- --------------------------------------------------------------------------------

Included in shareholder's equity is the cumulative foreign currency translation
adjustment of $721, $1,666 and $4,084 at December 31, 1995, 1994 and 1993,
respectively.

4. PROPERTY, PLANT AND EQUIPMENT

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

                                        December 31
                                   1995        1994
- ---------------------------------------------------
                                          
Land                            $ 1,495         197
Buildings                        20,102       9,147
Machinery and equipment          106,843     85,709
- ---------------------------------------------------
Total                           $128,440     95,053
===================================================

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

                                             Years
- ---------------------------------------------------
                                       
Buildings                                  10 to 25
Machinery and equipment                     4 to 10

Depreciation of property, plant and equipment aggregated $13,449 in 1995,
$10,797 in 1994 and $8,735 in 1993.

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 $72,721 at
December 31, 1995 and $66,140 at December 31, 1994. The estimated useful life of
intangibles is generally forty years. Amortization of intangibles aggregated
$6,295 in 1995, $6,162 in 1994 and $6,218 in 1993.

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 quality 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.

                                      110

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 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, 1995, the
total contract value of foreign currency forward contracts outstanding was
$6,189. 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, 1995, the notional value
of the jet fuel swap, aggregating 11.2 million gallons, through mid-1996, was
$5,767. 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 10.8 million gallons with a notional
value of $6,480 and are applicable throughout the first half of 1996. The
Company has also entered into a collar transaction applicable to 6.0 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, 1995, the fair value of these contracts was not significant.

Interest rate contracts -- In connection with the aircraft leasing by
Burlington, the Company has entered into an interest rate swap agreement.
This variable to fixed interest rate swap agreement had a notional value of
$30,000 that fixes the Company's interest rate at 7.05% through January 2, 1998.
Given the decline in the base variable rate subsequent to when the agreement
was entered into, the cost to the Company to terminate the agreement would have
been $1,195 at December 31, 1995.

7. INCOME TAXES

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

                     U.S.
                  Federal  Foreign   State    Total
- ----------------------------------------------------
                                    
1995:
Current            $20,139   1,424   1,500   23,063
Deferred            (2,839) (1,064)   (442)  (4,345)
- ----------------------------------------------------
Total              $17,300     360   1,058   18,718
====================================================
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
====================================================

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

                                                     1995       1994       1993
- --------------------------------------------------------------------------------
                                                                    
Deferred tax expense (benefit), exclusive of
 the components listed below                      $(2,212)    (6,028)    (2,118)
Net operating loss carryforwards                   (1,490)      (247)       205
Alternative minimum tax credits                      (565)     1,084        647
Change in the valuation allowance for deferred
 tax assets                                           (78)       (65)       (71)
- --------------------------------------------------------------------------------
Total                                             $(4,345)    (5,256)    (1,337)
================================================================================

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.

                                      111

The components of the net deferred tax asset as of December 31, 1995 and
December 31, 1994 were as follows:

                                                              1995          1994
- ---------------------------------------------------------------------------------
                                                                       
Deferred tax assets:
Accounts receivable                                       $  3,149         3,368
Postretirement benefits other than pensions                  1,100           985
Workers' compensation and other claims                       1,357         1,819
Other liabilities and reserves                              13,275        11,194
Miscellaneous                                                1,642           612
Net operating loss carryforwards                             5,340         3,850
Alternative minimum tax credits                             11,653        10,963
Valuation allowance                                             --           (78)
- ---------------------------------------------------------------------------------
Total deferred tax asset                                    37,516        32,713
- ---------------------------------------------------------------------------------
Deferred tax liabilities:
Property, plant and equipment                                  576           725
Pension assets                                               1,486         1,608
Other assets                                                   684           383
Miscellaneous                                               12,379        10,864
- ---------------------------------------------------------------------------------
Total deferred tax liability                                15,125        13,580
- ---------------------------------------------------------------------------------
Net deferred tax asset                                    $ 22,391        19,133
=================================================================================

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
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 1995, 1994 and 1993 to the income before income taxes.

                                                        Year Ended December 31
                                                      1995        1994        1993
- ----------------------------------------------------------------------------------
                                                                      
Income (loss) before income taxes:
United States                                     $ 34,943      35,464      11,633
Foreign                                             16,630      25,746      16,282
- ----------------------------------------------------------------------------------
Total                                             $ 51,573      61,210      27,915
==================================================================================
Tax provision computed at statutory rate          $ 18,051      21,424       9,770
Increases (reductions) in taxes due to:
State income taxes (net of federal tax benefit)        688       1,388         380
Goodwill amortization                                2,079       1,891       2,065
Difference between total taxes on foreign
  income and the U.S. federal statutory rate        (1,430)     (2,790)        107
Miscellaneous                                         (670)        941         117
- ----------------------------------------------------------------------------------
Actual tax provision                               $18,718      22,854      12,439
==================================================================================

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, 1995 and
December 31, 1994, the unrecognized deferred tax liability for temporary
differences of approximately $9,340 and $20,237, 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 $3,269 and $7,083, respectively.

The Burlington Group is included in the Company's consolidated U.S. federal
income tax return.

As of December 31, 1995, the Burlington Group had $11,653 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, 1995 were $5,340 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
                                                     1995      1994
- ----------------------------------------------------------------------
                                                      
Senior obligations:
Canadian dollar term loan due 1999 (7.50%
 in 1995 and 6.19% in 1994)                       $ 2,932     2,852
All other                                           7,772       353
- ----------------------------------------------------------------------
                                                   10,704     3,205
Obligations under capital leases (average rates
 13.00% in 1995 and 12.04% in 1994)                 1,645       619
- ----------------------------------------------------------------------
                                                   12,349     3,824
- ----------------------------------------------------------------------
Attributed portion of the Company's debt:
U.S. dollar term loan due 2000 (year-end rate
  6.48% in 1994)                                       --    23,434
4% subordinated debentures due 1997                14,348    14,648
- ----------------------------------------------------------------------
                                                   14,348    38,082
- ----------------------------------------------------------------------
Total long-term debt, less current maturities     $26,697    41,906
======================================================================

For the four years through December 31, 2000, minimum repayments of long-term
debt outstanding are as follows:

           1997             $16,446
           1998              4,685
           1999              1,490
           2000                859

                                      112

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.

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

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. In 1995, the Company
redeemed $300 in principal of its 4% subordinated debentures.

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 $96,000 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.

At December 31, 1995, the Company's portion of outstanding unsecured letters of
credit allocated to the Burlington Group was $39,924, primarily supporting the
Burlington Group's obligations under aircraft leases and its various
self-insurance programs.

9. 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.

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.

As part of the Brink's Stock Proposal (Note 1), the 1988 and Non-Employee Plans
were amended to permit option grants to be made to optionees with respect to
Brink's Stock or Burlington Stock in addition to Minerals Stock. Upon approval
of the Brink's Stock Proposal, a total of 2,383,422 shares of Services 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 plans, the Company converted these options into
options for shares of Brink's Stock or Burlington Stock, or both, depending on
the employment status and responsibilities of the particular optionee. In the
case of optionees having Company-wide responsibilities, each outstanding
Services Stock option was converted into options for both Brink's Stock and
Burlington Stock. In the case of other optionees, each outstanding option was
converted into a new option only for Brink's Stock or Burlington Stock, as the
case may be. As a result, upon approval of the Brink's Stock Proposal, 1,749,822
shares of Brink's Stock and 1,989,466 shares of Burlington Stock were subject to
options.

10. CAPITAL STOCK

The Company, at any time, has the right 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 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.

                                      113

The Company, at any time, has the right 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 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 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.

Holders of Brink's Stock at all times have one vote per share. Holders of
Burlington Stock and Minerals Stock have one and 0.626 votes per share,
respectively, subject to adjustment on January 1, 1998, 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
aggregate market capitalization of the Company's common stock 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 have. Holders of Brink's Stock, Burlington 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 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.

In the event of a dissolution, liquidation or winding up of the Company, the
holders of Brink's Stock, Burlington Stock and Minerals Stock, effective as of
January 19, 1996, 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 4,202,954 (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 totals, in the case of Minerals Stock,
shall include the Nominal Shares).

In November 1995, the Board of Directors (the "Board"), authorized the
repurchase, subject to shareholder approval of the Brink's Stock Proposal, of up
to 1,500,000 shares of Burlington Stock from time to time in the open market or
in private transactions, as conditions warrant, not to exceed an aggregate
purchase price of $45,000 for all common stock of the Company.

Dividends paid to holders of Burlington Stock are 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. Subject to these limitations, the Company's
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.

In January 1994, the Company issued 161,000 shares of its $31.25 Series C
Cumulative Convertible Preferred Stock (the "Convertible Preferred Stock"). The
Convertible Preferred Stock, which is convertible into Minerals Stock and which
has been attributed to the Minerals Group, pays an annual 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. Payment of
dividends commenced on March 1, 1994. Such stock also bears a liquidation
preference of $500 per share, plus an amount equal to accrued and unpaid
dividends thereon.

                                      114

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 benefits programs. Upon formation of the Trust, the Company
sold for a promissory note of the Trust, 4,000,000 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 Brink's Stock Proposal, 1,768,906 shares of Burlington
Stock were distributed to the Trust. At December 31, 1995, 1,776,453 shares of
Burlington Stock (1,889,283 in 1994) remained in the Trust, valued at market.
The value of these shares has no impact on shareholder's equity.

11. ACQUISITIONS

During 1995, the Burlington Group acquired one small business and completed the
integration of its investments in certain businesses acquired on December 31,
1994, for an aggregate purchase price of $645. The acquisitions were accounted
for as purchases; accordingly, the purchase price was allocated to the
underlying assets and liabilities based on the respective estimated fair value
at the date of acquisition. The fair value of the assets acquired was $6,602 and
liabilities assumed was $10,399. The excess of the purchase price over the fair
value of assets acquired and liabilities assumed was $4,442 and is being
amortized over a period of forty years. In addition, during 1995, the Burlington
Group made a contingent payment of $693 for an acquisition made in prior years.

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. The acquisition has been accounted for as a
purchase and the purchase price for the acquisitions was essentially equal to
the fair value of assets acquired.

The results of operations of the companies acquired in 1995, 1994 and 1993 have
been included in the Burlington Group's results of operations from their date of
acquisition.

12. 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, 1995,
aggregate future minimum lease payments under noncancellable operating leases
were as follows:

                                   Equipment
             Aircraft  Facilities    & Other    Total
- ------------------------------------------------------
                                      
1996          $27,585      21,503      4,768   53,856
1997           27,727      17,741      3,690   49,158
1998           11,559      15,443      2,788   29,790
1999            6,744      12,893      1,881   21,518
2000               --      10,979      1,591   12,570
2001               --       9,156      1,067   10,223
2002               --       7,034        601    7,635
2003               --       6,558        417    6,975
2004               --       6,231      4,132   10,363
2005               --       5,108         --    5,108
Later Years        --      49,623         --   49,623
- ------------------------------------------------------
Total         $73,615     162,269     20,935  256,819
======================================================

These amounts are net of aggregate future minimum noncancellable sublease
rentals of $164.

Rent expense amounted to $62,751 in 1995, $57,412 in 1994 and $51,677 in 1993
and is net of sublease rentals of $490, $695 and $781, respectively.

Burlington entered into a transaction covering various leases which provided for
the replacement of four B707 aircraft with four DC8-71 aircraft and completed an
evaluation of other fleet related costs. The net effect of this transaction,
which was reflected in the 1993 financial statements, did not have a material
impact on operating profit.

The Burlington Group incurred capital lease obligations of $2,288 in 1995, $755
in 1994 and $542 in 1993. As of December 31, 1994, the Burlington Group's
obligations under capital leases were not significant.

                                      115

13. 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 1995, 1994 and 1993 for all plans is as follows:

                                                      Year Ended December 31
                                                    1995        1994        1993
- ---------------------------------------------------------------------------------
                                                                    
Service cost benefits earned during year        $  2,856       3,009       2,350
Interest cost on projected benefit obligation      3,162       2,919       2,460
Loss (return) on assets actual                   (11,344)        662      (7,016)
(Loss) return on assets deferred                   6,223      (5,713)      2,915
Other amortization, net                             (305)       (357)       (255)
- ---------------------------------------------------------------------------------
Net pension expense                             $    592         520         454
=================================================================================

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

                                                      1995      1994      1993
- -------------------------------------------------------------------------------
                                                               
Interest cost on projected benefit obligation         8.75%     7.5%      9.0%
Expected long-term rate of return on assets          10.0%     10.0%     10.0%
Rate of increase in compensation levels               4.0%      4.0%      5.0%

The funded status and prepaid pension expense at December 31, 1995 and 1994 are
as follows:

                                                                 1995        1994
- ----------------------------------------------------------------------------------
                                                                        
Actuarial present value of accumulated benefit obligation:
Vested                                                       $ 38,240      25,929
Nonvested                                                       2,524       2,081
- ----------------------------------------------------------------------------------
                                                               40,764      28,010
Benefits attributable to projected salaries                    10,376       7,313
- ----------------------------------------------------------------------------------
Projected benefit obligation                                   51,140      35,323
Plan assets at fair value                                      59,831      49,390
- ----------------------------------------------------------------------------------
Excess of plan assets over projected benefit obligation         8,691      14,067
Unamortized initial net asset                                    (724)     (1,082)
Unrecognized experience gain                                    1,732      (2,873)
Unrecognized prior service cost                                   106          84
- ----------------------------------------------------------------------------------
Net pension assets                                              9,805      10,196
Current pension liability                                         622         459
- ----------------------------------------------------------------------------------
Deferred pension asset per balance sheet                     $ 10,427      10,655
==================================================================================

For the valuation of pension obligations and the calculation of the funded
status, the discount rate was 7.5% in 1995 and 8.75% in 1994. 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 1995 and 1994.

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, 1995, approximately 75% of plan assets were invested in equity
securities and 25% 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 1995, 1994 and 1993, the components of periodic expense for these
postretirement benefits were as follows:

                                                  Year Ended December 31
                                                     1995   1994 1993
- --------------------------------------------------------------------------
                                                         
Service cost benefits earned during year             $129    219    112
Interest cost on accumulated postretirement
 benefit obligation                                   192    247    160
- --------------------------------------------------------------------------
Total expense                                        $321    466    272
==========================================================================

Interest costs on the accumulated postretirement benefit obligation were based
upon rates of 8.75% in 1995, 7.5% in 1994 and 9% in 1993.

At December 31, 1995 and 1994, the actuarial and recorded liabilities for these
postretirement benefits, none of which have been funded, were as follows:

                                                         1995       1994
- --------------------------------------------------------------------------
                                                               
Accumulated postretirement benefit obligation:
Retirees                                              $   569        589
Fully eligible active plan participants                   403        379
Other active plan participants                          1,919      1,349
- --------------------------------------------------------------------------
                                                        2,891      2,317
Unrecognized experience gain (loss)                       (71)       214
- --------------------------------------------------------------------------
Liability included on the balance sheet                 2,820      2,531
Less current portion                                      107         50
- --------------------------------------------------------------------------
Noncurrent liability for postretirement health care
  and life insurance benefits                         $ 2,713      2,481
==========================================================================

The accumulated postretirement benefit obligation was deter-mined using the unit
credit method and an assumed discount rate of 7.5% in 1995 and 8.75% in 1994.
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.

                                      116

A percentage point increase each year in the assumed 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 1995 or in the accumulated
postretirement benefit obligation at December 31, 1995.

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 75% 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 $2,326
in 1995, $1,656 in 1994 and $1,207 in 1993.

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 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 $662 in 1995, $556 in 1994 and $443 in 1993.

14. SEGMENT INFORMATION

Operating revenues by geographic area are as follows:

                                      Year Ended December 31
                                 1995         1994         1993
- -----------------------------------------------------------------
                                                   
United States              $  535,091      565,813      459,431
International operations      879,730      649,471      538,648
- -----------------------------------------------------------------
Total operating revenues   $1,414,821    1,215,284      998,079
=================================================================

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
                                                  1995        1994        1993
- --------------------------------------------------------------------------------
                                                                  
United States                                 $ 30,416      45,732      19,290
International operations                        28,307      23,492      18,681
- --------------------------------------------------------------------------------
Burlington Group's portion of the Company's
 segment operating profit                       58,723      69,224      37,971
Corporate expenses allocated to the
 Burlington Group                               (4,770)     (4,665)     (4,757)
- --------------------------------------------------------------------------------
Total operating profit                        $ 53,953      64,559      33,214
================================================================================

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

                                         Year Ended December 31
                                        1995       1994       1993
- --------------------------------------------------------------------
                                                      
United States                       $302,593    284,294    268,705
International operations             237,126    188,146    149,989
- --------------------------------------------------------------------
Burlington Group's portion of the
  Company's assets                   539,719    472,440    418,694
Burlington Group's portion of
  corporate assets                    32,358     49,076     13,542
- --------------------------------------------------------------------
Total assets                        $572,077    521,516    432,236
====================================================================

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
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 $16,400 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 from prior years' in light of cost inflation. The
estimate of costs and the timing of payments could change as a result of changes
to the remediation plan required, changes in the technology available to treat
the site, unforseen circumstances existing at the site and additional cost
inflation.

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. In August 1995, the District Court
ruled on various Motions for Summary Judgement. In its

                                      117

decision, the Court found favorably for the Company on several matters relating
to the comprehensive general liability policies but concluded that the pollution
liability policies did not contain pollution coverage for the types of claims
associated with the Tankport site. The Company has filed a notice of its intent
to appeal the District Court's decision to the Third Circuit. Management and its
outside legal counsel continue to believe, however, that recovery of a
substantial portion of the cleanup costs will ultimately be probable of
realization. Accordingly, management is revising its earlier belief that there
is no net liability for the Tankport obligation, and it is the Company's belief
that, based on estimates of potential liability and probable realization of
insurance recoveries, the Company would be liable for approximately $1,400 based
on the Court's decision and related developments of New Jersey law.

16. SUPPLEMENTAL CASH FLOW INFORMATION

For the years ended December 31, 1995, 1994 and 1993, cash payments for income
taxes, net of refunds received, were $20,346, $16,980 and $12,181, respectively.

For the years ended December 31, 1995, 1994 and 1993, cash payments for interest
were $5,055, $4,926 and $5,359, respectively.

On December 31, 1995, the Minerals Group assumed the portion of the Company's
term loan in the amount of $23,434, which had been attributed to the Burlington
Group, as partial settlement of the intercompany payable due to the Burlington
Group. This transfer of debt as partial settlement of the intercompany between
the Groups has been recognized as a noncash transaction and is not included in
the Burlington Group's 1995 Statement of Cash Flows.

17. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

Tabulated below are certain data for each quarter of 1995 and 1994.

                                    1st        2nd        3rd        4th
- --------------------------------------------------------------------------
                                                          
1995 QUARTERS:
Operating revenues              $323,944    341,950    365,793    383,134
Gross profit                      34,352     42,305     47,334     45,109
Net income                      $  4,049      8,009     10,524     10,273

Per Pittston Burlington Group
 Common Share:
Net income                      $    .21        .42        .56        .54

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

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

                                      118

Pittston Minerals Group
STATEMENT OF MANAGEMENT RESPONSIBILITY

The management of The Pittston Company (the "Company") is responsible for
preparing the accompanying Pittston Minerals Group (the "Mineral Group')
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 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 accompanying 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 Minerals Group's financial statements.

The Company's Board of Directors pursues its oversight role with respect to the
Minerals Group's 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
Minerals Group's financial statements.

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
The Pittston Company

We have audited the accompanying balance sheets of Pittston Minerals Group (as
described in Note 1) as of December 31, 1995 and 1994, and the related
statements of operations and cash flows for each of the years in the three-year
period ended December 31, 1995. 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 Minerals Group present
fairly, in all material respects, the financial position of Pittston Minerals
Group as of December 31, 1995 and 1994, and the results of its operations and
its cash flows for each of the years in the three-year period ended December 31,
1995, in conformity with generally accepted accounting principles.

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

KPMG Peat Marwick LLP
Stamford, Connecticut

January 25, 1996

                                      119

Pittston Minerals Group
BALANCE SHEETS

                                                                                                                     December 31
(In thousands)                                                                                                     1995       1994
==================================================================================================================================
                                                                                                                         
ASSETS
Current assets:
Cash and cash equivalents                                                                                     $   4,999      3,708
Short-term investments                                                                                           26,046     23,121
Accounts receivable:
  Trade (Note 5)                                                                                                 66,257     92,990
  Other                                                                                                          23,464     17,813
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                 89,721    110,803
  Less estimated amount uncollectible                                                                             1,946      1,880
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                 87,775    108,923
Coal inventory                                                                                                   37,329     25,518
Other inventory                                                                                                   4,591      4,629
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                 41,920     30,147
Prepaid expenses                                                                                                  7,573     11,389
Deferred income taxes (Note 8)                                                                                   30,677     30,525
- ----------------------------------------------------------------------------------------------------------------------------------
Total current assets                                                                                            198,990    207,813
Property, plant and equipment, at cost (Note 4)                                                                 365,997    380,400
Less accumulated depreciation, depletion and amortization                                                       166,653    159,938
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                199,344    220,462
Deferred pension assets (Note 15)                                                                                79,393     75,803
Deferred income taxes (Note 8)                                                                                   80,699     97,945
Intangibles, net of amortization (Notes 6 and 12)                                                               117,551    120,649
Coal supply contracts (Note 11)                                                                                  63,455     82,240
Receivable Pittston Brink's Group/Burlington Group (Note 2)                                                      15,873     23,186
Other assets                                                                                                     43,304     39,414
- ----------------------------------------------------------------------------------------------------------------------------------
Total assets                                                                                                  $ 798,609    867,512
==================================================================================================================================

LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Short-term bank borrowings                                                                                    $      24         --
Current maturities of long-term debt (Note 9)                                                                     1,199      7,554
Accounts payable                                                                                                 70,214     76,771
Payable Pittston Brink's Group (Note 2)                                                                           3,945        705
Payable Pittston Burlington Group (Note 2)                                                                        5,910     31,465
Accrued liabilities:
  Taxes                                                                                                          16,600     21,259
  Workers' compensation and other claims                                                                         20,334     22,647
  Postretirement benefits other than pensions (Note 15)                                                          18,647     16,951
  Reclamation                                                                                                    12,450     19,323
  Miscellaneous (Note 14)                                                                                        70,353     77,049
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                138,384    157,229
- ----------------------------------------------------------------------------------------------------------------------------------
Total current liabilities                                                                                       219,676    273,724
Long-term debt, less current maturities (Note 9)                                                                100,791     88,175
Postretirement benefits other than pensions (Note 14)                                                           213,707    212,977
Workers' compensation and other claims                                                                          114,602    128,864
Reclamation                                                                                                      47,126     49,198
Other liabilities                                                                                               111,386    123,170
Commitments and contingent liabilities (Notes 9, 13, 14, 15, 19 and 20)
Shareholder's equity (Note 3)                                                                                    (8,679)    (8,596)
- ----------------------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholder's equity                                                                    $ 798,609    867,512
==================================================================================================================================

See accompanying notes to financial statements.

                                      120

Pittston Minerals Group
STATEMENTS OF OPERATIONS

                                                                                   Year Ended December 31
(In thousands, except per share amounts)                                       1995         1994        1993
==============================================================================================================
                                                                                                
Net sales                                                                  $722,851      794,998     687,089
- --------------------------------------------------------------------------------------------------------------

Costs and expenses:
Cost of sales                                                               696,295      771,586     645,679
Selling, general and administrative expenses                                 33,252       37,049      36,789
Restructuring and other charges, including litigation accrual (Note 16)          --       90,806      78,633
- --------------------------------------------------------------------------------------------------------------
Total costs and expenses                                                    729,547      899,441     761,101
- --------------------------------------------------------------------------------------------------------------
Other operating income (Note 17)                                             22,768       15,281      10,246
- --------------------------------------------------------------------------------------------------------------
Operating profit (loss)                                                      16,072      (89,162)    (63,766)

Interest income                                                                 564          192         634
Interest expense (Note 2)                                                   (10,534)      (6,501)     (1,336)
Other income (expense), net (Note 17)                                        (1,098)        (875)       (544)
- --------------------------------------------------------------------------------------------------------------
Income (loss) before income taxes                                             5,004      (96,346)    (65,012)
Provision (credit) for income taxes (Note 8)                                 (9,020)     (43,398)    (32,032)
- --------------------------------------------------------------------------------------------------------------
Net income (loss)                                                            14,024      (52,948)    (32,980)
Preferred stock dividends, net (Note 11)                                     (2,762)      (3,998)         --
- --------------------------------------------------------------------------------------------------------------
Net income (loss) attributed to common shares                              $ 11,262      (56,946)    (32,980)
==============================================================================================================
Net income (loss) per common share (Note 1):
  Primary                                                                  $   1.45        (7.50)      (4.47)
  Fully diluted                                                            $   1.40        (7.50)      (4.47)
==============================================================================================================
Average common shares outstanding (Note 1):
  Primary                                                                     7,786        7,594       7,381
  Fully diluted                                                               9,999       10,000       7,620

See accompanying notes to financial statements.

                                      121

Pittston Minerals Group
STATEMENTS OF CASH FLOWS

                                                                                      Year Ended December 31
(In thousands)                                                                       1995      1994     1993
==============================================================================================================
                                                                                               
Cash flows from operating activities:
Net income (loss)                                                                 $14,024  (52,948)  (32,980)
Adjustments to reconcile net income (loss) to net cash provided
  (used) by operating activities:
  Noncash charges and other write-offs                                                --     46,487   10,846
  Depreciation, depletion and amortization                                         42,040    46,074   27,591
  Provision (credit) for deferred income taxes                                     16,412   (16,849) (25,100)
  Credit for pensions, noncurrent                                                  (3,514)   (1,162)  (2,646)
  Provision for uncollectible accounts receivable                                     161       132      528
  Gain on sale of property, plant and equipment                                    (4,994)   (3,422)  (5,064)
  Other operating, net                                                              1,132       407      193
  Change in operating assets and liabilities, net of effects of acquisitions
   and dispositions:
   Decrease (increase) in accounts receivable                                      22,670   (25,030)  (2,454)
   Decrease (increase) in inventories                                              (11,565)  (3,413)   7,058
   Decrease (increase) in prepaid expenses                                          3,828    (3,749)     608
   Increase (decrease) in accounts payable and accrued liabilities                 (16,524) (11,227)     396
   Decrease (increase) in other assets                                              2,474     1,701     (104)
   Increase (decrease) in workers' compensation and other claims, noncurrent       (16,575)   5,719  (17,957)
   Increase (decrease) in other liabilities                                        (23,437) (15,711)  67,906
   Other, net                                                                         135      (218)    (450)
- --------------------------------------------------------------------------------------------------------------
Net cash provided (used) by operating activities                                   26,267   (33,209)  28,371
- --------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Additions to property, plant and equipment                                         (22,283) (25,864) (21,749)
Proceeds from disposal of property, plant and equipment                            18,939     5,640    2,669
Acquisitions, net of cash acquired, and related contingency payments               (1,078) (157,324)    (699)
Other, net                                                                         (1,188)    6,540   10,046
- --------------------------------------------------------------------------------------------------------------
Net cash used by investing activities                                              (5,610) (171,008)  (9,733)
- --------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Additions to debt                                                                      24    86,045       --
Reductions of debt                                                                 (17,164)  (8,149)      --
Payments (to) from Brink's Group                                                   12,240     5,705       --
Payments (to) from Burlington Group                                                   878    55,731  (13,266)
Repurchase of stock                                                                (7,173)   (3,767)    (591)
Proceeds from exercise of stock options                                             1,202     1,765    2,633
Proceeds from employee stock purchase plan                                            177        --       --
Proceeds from sale of stock to SIP                                                     --        --       44
Proceeds from sale of stock to Brink's Group/Burlington Group                          --       253       48
Dividends paid                                                                     (9,550)   (9,156)  (4,583)
Cost of Services Stock Proposal                                                        --        (2)  (1,599)
Preferred stock issuance, net of cash expenses                                         --    77,359     (277)
Net cash to the Company                                                                --        --     (896)
- --------------------------------------------------------------------------------------------------------------
Net cash provided (used) by financing activities                                   (19,366) 205,784  (18,487)
- --------------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents                                           1,291     1,567      151
Cash and cash equivalents at beginning of year                                      3,708     2,141    1,990
- --------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                                          $ 4,999     3,708    2,141
==============================================================================================================

See accompanying notes to financial statements.

                                      122

Pittston Minerals Group
NOTES TO 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 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 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.

On January 18, 1996, the shareholders of The Pittston Company (the "Company")
approved the Brink's Stock Proposal, as described in the Company's proxy
statement dated December 15, 1995, resulting in the modification, effective as
of January 19, 1996, of the capital structure of the Company to include an
additional class of common stock. The outstanding shares of Pittston Services
Group Common Stock ("Services Stock") have been 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") has been
distributed for each outstanding share of Services Stock. Holders of Pittston
Minerals Group Common Stock ("Minerals Stock") continue to be holders of such
stock, which continues 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 Minerals Group include the balance sheets,
results of operations and cash flows of the Coal and Mineral Ventures 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 Minerals 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 (Note 2).

The Company provides holders of Minerals Stock separate financial statements,
financial review, descriptions of business and other relevant information for
the Minerals Group in addition to consolidated financial information of the
Company. 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 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 and the
Services Stock Proposal did not affect legal title to such assets or
responsibility for such liabilities of the Company which will continue to be
responsible for all of its liabilities. Holders of Minerals Stock are
shareholders of the Company, which continues to be responsible for all 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
Minerals Group's financial statements.

The accounting policies applicable to the preparation of the financial
statements of the Minerals 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.

PRINCIPLES OF COMBINATION
The accompanying financial statements reflect the accounts of the businesses
comprising the Minerals Group. The Minerals Group's 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 primarily include funds set aside by the Minerals Group
for certain obligations and are carried at cost which approximates market.

                                      123

INVENTORIES
Inventories are stated at cost (determined under the 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 a development stage. A mine is
considered under development until all planned production units have been placed
in operation.

Valuation of coal properties is based primarily on mining plans and conditions
assumed at the time of the evaluation. These valuations could be impacted by
actual economic conditions which differ from those assumed at the time of the
evaluation.

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 Minerals Group evaluates the carrying value of intangibles and the periods
of amortization to determine whether events and circumstances warrant revised
estimates of assets value or useful lives. The Minerals Group annually assesses
the recoverability of the excess of cost over net assets acquired by determining
whether the amortization of the assets 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.

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.

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

PNEUMOCONIOSIS (BLACK LUNG) EXPENSE
The Minerals Group 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, 1995 and 1994,
the accrued value of estimated future black lung benefits discounted at 6%
approximately $60,500 and $62,824, respectively, and are included in workers'
compensation and other claims. Based on actuarial data, the amount charged
(credited) to operations was ($1,402) in 1995, $201 in 1994 and $438 in 1993. In
addition, the Company accrued additional expenses for black lung benefits
related to federal and state assessments, legal and administrative expenses and
other self insurance. These amounted to $2,569 in 1995, $2,472 in 1994 and
$2,887 in 1993.

RECLAMATION COSTS
Expenditures relating to environmental regulatory requirements and reclamation
costs undertaken during mine operations are charged against earnings as
incurred. Estimated site restoration and post closure reclamation costs are
charged against earnings using the units of production method over the expected
economic life of each mine. Accrued reclamation costs are subject to review by
management on a regular basis and are revised when appropriate for changes in
future estimated costs and/or regulatory requirements.

                                      124

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.

FINANCIAL INSTRUMENTS
The Minerals Group uses foreign currency forward contracts to hedge risk of
changes in foreign currency rates associated with certain transactions
denominated in Australian dollars. 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 Minerals Group hedges against downward movements in gold prices principally
through the use of forward sales contracts as well as interest rate changes on
certain variable rate debt. Gains and losses on these contracts, designated and
effective as hedges, are deferred and recognized as part of the transaction
hedged.

REVENUE RECOGNITION
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.

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.

NET INCOME PER COMMON SHARE
The computation of primary earnings per share is based on the weighted average
number of outstanding common shares divided into net income less preferred stock
dividends. The computation of fully diluted earnings per common share 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 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 Minerals Stock 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.

USE OF ESTIMATES
In accordance with generally accepted accounting principles, management of the
Company has made a number of estimates and assumptions relating to the reporting
of assets and liabilities and the disclosure of contingent assets and
liabilities to prepare these financial statements. Actual results could differ
from those estimates.

PENDING ACCOUNTING CHANGES
The Minerals Group is required to implement a new accounting standard, Statement
of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", in
1996. SFAS No. 121 requires companies to review long-lived assets and certain
identifiable intangibles to be held and used by an entity for impairment
whenever circumstances indicate that the carrying amount of an asset may not be
recoverable. SFAS No. 121 requires companies to utilize a two-step approach to
determining whether impairment of such assets has occurred and, if so, the
amount of such impairment. Although the Minerals Group is still reviewing the
impact of adopting SFAS No. 121, it is estimated that the Minerals Group will
incur a pretax charge to earnings of $25,000 to $30,000 as of January 1, 1996.

The Minerals Group is required to implement a new accounting standard, SFAS No.
123, "Accounting for Stock Based Compensation", in 1996. SFAS No. 123
establishes financial accounting and reporting standards for stock-based
employee compensation plans. Although SFAS No. 123 encourages adoption of a fair
value based method of accounting for all employee stock compensation plans, it
allows entities to continue to measure compensation cost for those plans using
the intrinsic value based method of accounting prescribed by Accounting
Principles Board Opinion ("APB") No. 25, Accounting for Stock Issued to
Employees with disclosure of net income and earnings per share as if the fair
value based method of accounting is applied. The Minerals Group expects to
continue to account for its stock compensation plans according to APB No. 25
with the disclosure of the impact on net income and earnings per share as if
the fair value based method of accounting is applied.

                                      125

2. RELATED PARTY TRANSACTIONS

The following policies may be modified or rescinded by action of the Company's
Board of Directors (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
Minerals Group, the Brink's Group and the Burlington 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 Minerals 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, 1995 and 1994,
the Company attributed long-term debt to the Minerals Group based upon the
purpose for the debt in addition to the cash flow requirements of the Minerals
Group. See Note 9 for details and amount of long-term debt. The portion of the
Company's interest expense allocated to the Minerals Group for 1995, 1994 and
1993 was $6,335, $4,448 and $359, respectively. Management believes such method
of allocation to be equitable and a reasonable estimate of the cost attributable
to the Minerals Group.

To the extent borrowings are deemed to occur between the Brink's Group,
Burlington Group and the Minerals Group, intergroup accounts have been
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, 1995, the
Minerals Group owed the Brink's Group and Burlington Group $17,945 and $19,910,
respectively, and at December 31, 1994, the Minerals Group owed the Brink's
Group and Burlington Group $5,705 and $42,465, respectively, as a result of
borrowings.

INCOME TAXES
The Minerals 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 Minerals Group, the Brink's Group and the
Burlington 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 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, 1995, the Minerals Group was owed $21,844 and
$22,029 from the Brink's Group and the Burlington Group, respectively for such
tax benefits, of which $7,844 and $8,029, respectively, were not expected to be
received within one year from such dates in accordance with the policy. At
December 31, 1994, the Minerals Group was owed $17,750 and $21,436 from the
Brink's Group and the Burlington Group, respectively, for such tax benefits, of
which $12,750 and $10,436, respectively, were not expected to be received within
one year from such date.

SHARED SERVICES
A portion of the Company's corporate general and administrative expenses and
other shared services has been allocated to the Minerals 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 Minerals
Group. These allocations were $7,266, $6,845 and $7,218 in 1995, 1994 and 1993,
respectively.

PENSION
The Minerals 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, Employers' Accounting for Pensions ("SFAS 87"). Pension plan assets have
been allocated to the Minerals Group

                                      126

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 Minerals
Group.

3. SHAREHOLDER'S EQUITY

The following analyzes shareholder's equity of the Minerals Group for the
periods presented:

                                              1995        1994        1993
- ----------------------------------------------------------------------------
                                                              
Balance at beginning of period            $ (8,596)    (24,857)     12,302
Net income (loss)                           14,024     (52,948)    (32,980)
Stock options exercised                      1,202       1,765       2,633
Stock released from employee benefits
  trust to employee benefits plan            1,744         713         378
Stock sold from employee benefits trust
  to employee benefits plan                     --          --          44
Issuance of $31.25 Series C Cumulative
  Preferred Stock, net of cash expenses         --      77,082          --   
Stock sold to Brink's/Burlington Groups         --         253          48
Stock repurchases                           (7,171)     (3,767)       (591)
Dividends declared                          (9,493)     (9,165)     (4,583)
Costs of Services Stock Proposal                --          (2)     (1,599)
Foreign currency translation adjustment       (566)      1,712        (215)
Tax benefit of options exercised               177         617         602
Conversion of debt                               --          1          --
Net cash (to) from the Company                   --         --        (896)
- ----------------------------------------------------------------------------
Balance at end of period                  $ (8,679)     (8,596)    (24,857)
=============================================================================

Included in shareholder's equity is the cumulative foreign currency translation
adjustment of $60, $626 and ($1,086) at December 31, 1995, 1994 and 1993,
respectively.

4. PROPERTY, PLANT AND EQUIPMENT

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

                                          December 31
                                      1995         1994
- ---------------------------------------------------------
                                            
Bituminous coal lands              $109,400     102,392
Land, other than coal lands          21,649      25,555
Buildings                             9,204       8,444
Machinery and equipment             225,744     244,009
- ---------------------------------------------------------
Total                              $365,997    380,400
=========================================================

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

                                       Years
- ---------------------------------------------------
                                 
Buildings                           10 to 40
Machinery and equipment              3 to 30

Depreciation and depletion of property, plant and equipment aggregated $25,164
in 1995, $27,481 in 1994 and $23,245 in 1993.

Mine development costs which were capitalized totaled $10,118 in 1995, $11,908
in 1994 and $2,181 in 1993.

5. ACCOUNTS RECEIVABLE -- TRADE

For each of the years in the three-year period ended December 31, 1995, the
Company, on behalf of the Minerals Group 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. In 1995 and 1993 total coal
receivables of approximately $25,092 and $16,143, respectively, were sold under
such agreements. No receivables were sold in 1994. As of December 31, 1995,
receivables sold which remained to be collected totaled $5,222.

6. 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 $5,906 at
December 31, 1995 and $2,806 at December 31, 1994. The estimated useful life of
intangibles is generally forty years. Amortization of intangibles aggregated
$3,099 in 1995, $2,642 in 1994 and $43 in 1993.

7. FINANCIAL INSTRUMENTS

Financial instruments which potentially subject the Minerals Group to
concentrations of credit risk consist principally of cash and cash equivalents,
short-term investments and trade receivables. The Minerals Group's cash and cash
equivalents and short-term investments are placed with high credit quality
financial institutions. Also, by policy, the amount of credit exposure to any
one financial institution is limited. The Minerals Group makes substantial sales
to relatively few large customers. Credit limits, ongoing credit evaluation and
account monitoring procedures are utilized to minimize the risk of loss from
nonperformance on trade receivables.

                                      127

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 Minerals Group'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 Minerals Group utilizes off-balance sheet financial instruments, as
discussed below, to hedge its market exposures. The risk that counterparties to
these contracts may be unable to perform is minimized by limiting the
counterparties to major financial institutions. The Minerals Group does not
expect any losses due to such counterparty default.

Foreign currency forward -- contracts The Minerals Group enters into foreign
currency forward contracts with a duration of up to 360 days as a hedge against
liabilities denominated in various currencies. These contracts do not subject
the Minerals Group 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, 1995, the total notional value of foreign currency
forward contracts outstanding was $4,347. 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 Minerals Group hedges a portion of its recoverable proved and
probable reserves primarily through forward sales contracts. At December 31,
1995, 51,865 ounces of gold, representing approximately 25% of the Minerals
Group's recoverable proved and probable reserves, were sold forward under
forward sales contracts that mature periodically through mid-1998, with a
notional value of $22,947. Because only a portion of its future production is
currently sold forward, the Minerals Group can take advantage of increases, if
any, in the spot price of gold. At December 31, 1995, the fair value of the
Minerals Group's forward sales contracts amounted to $1,336.

Interest rate contracts -- As discussed further in Note 9, in 1994 and 1995,
the Company entered into variable to fixed interest rate swap agreements with
a notional amount at December 31, 1995, aggregating $55,000. Fair value at
December 31, 1995 was insignificant. These contracts have been attributed to
the Minerals Group.

8. INCOME TAXES

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

                                    U.S.
                                 Federal       Foreign       State        Total
- ---------------------------------------------------------------------------------
                                                                 
1995:
Current                         $(25,432)          --           --      (25,432)
Deferred                          15,664          748           --       16,412
- ---------------------------------------------------------------------------------
Total                           $ (9,768)         748           --       (9,020)
=================================================================================
1994:
Current                         $(26,599)          50           --      (26,549)
Deferred                         (17,954)       1,008           97      (16,849)
- ---------------------------------------------------------------------------------
Total                           $(44,553)       1,058           97      (43,398)
=================================================================================
1993:
Current                         $ (7,539)          38          569       (6,932)
Deferred                         (20,358)      (3,100)      (1,642)     (25,100)
- ---------------------------------------------------------------------------------
Total                           $(27,897)      (3,062)      (1,073)     (32,032)
=================================================================================

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

                                                        1995        1994        1993
- ---------------------------------------------------------------------------------------
                                                                    
Deferred tax expense (benefit), exclusive
  of the components listed below                    $ 17,038     (13,733)    (25,490)
Net operating loss carryforwards                        (631)       (595)       (273)
Alternative minimum tax credit                          (326)     (1,021)      3,531
Change in the valuation allowance for
  deferred tax assets                                    331      (1,500)     (1,368)
Adjustment to deferred tax assets and liabilities
  for the change in the U.S. federal tax rate             --          --      (1,500)
- ---------------------------------------------------------------------------------------
Total                                               $ 16,412     (16,849)    (25,100)
=======================================================================================

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.

                                      128

The components of the net deferred tax asset as of December 31, 1995, and
December 31, 1994, were as follows:

                                                              1995         1994
- ----------------------------------------------------------------------------------
                                                                      
Deferred tax assets:
Accounts receivable                                      $     778          844
Postretirement benefits other than pensions                 92,649       91,704
Workers' compensation and other claims                      50,157       51,492
Other liabilities and reserves                              77,390       81,833
Miscellaneous                                                8,505        8,636
Net operating loss carryforwards                             2,908        2,277
Alternative minimum tax credits                             10,895       10,486
Valuation allowance                                         (8,446)      (8,115)
- ----------------------------------------------------------------------------------
Total deferred tax asset                                   234,836      239,157
- ----------------------------------------------------------------------------------
Deferred tax liabilities:
Property, plant and equipment                               29,959       32,245
Pension assets                                              32,152       30,827
Other assets                                                 9,321          990
Miscellaneous                                               52,028       46,625
- ----------------------------------------------------------------------------------
Total deferred tax liability                               123,460      110,687
- ----------------------------------------------------------------------------------
Net deferred tax asset                                   $ 111,376      128,470
==================================================================================

The recording of net 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 Minerals 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 1995, 1994 and 1993 to the income (loss) before income taxes.

                                                         Year Ended December 31
                                                       1995       1994       1993
- -----------------------------------------------------------------------------------
                                                                      
Income (loss) before income taxes:
United States                                       $ 3,539    (99,400)   (58,149)
Foreign                                               1,465      3,054     (6,863)
- -----------------------------------------------------------------------------------
Total                                               $ 5,004    (96,346)   (65,012)
===================================================================================
Tax provision computed at statutory rate            $ 1,751    (33,721)   (22,754)
Increases (reductions) in taxes due to:
Percentage depletion                                 (9,861)    (9,313)    (7,598)
State income taxes (net of federal tax
  benefit)                                             (726)     1,563       (448)
Change in the valuation allowance for
  deferred tax assets                                   331     (1,500)    (1,368)
Adjustment to deferred tax assets and liabilities
  for the change in the U.S. federal tax rate            --         --     (1,500)
Miscellaneous                                          (515)      (427)     1,636
- -----------------------------------------------------------------------------------
Actual tax provision (credit)                       $(9,020)   (43,398)   (32,032)
====================================================================================

It is the policy of the Minerals 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, 1995 and
December 31, 1994, there was no unrecognized deferred tax liability for
temporary differences related to investments in foreign subsidiaries and
affiliates.

The Minerals Group is included in the Company's consolidated U.S. federal income
tax return.

As of December 31, 1995, the Minerals Group had $10,895 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 benefit of net operating loss carryforwards for the Minerals Group as at
December 31, 1995 was $2,908 and related to various state and foreign taxing
jurisdictions. The expiration periods primarily range from 5 to 15 years.

9. LONG-TERM DEBT

A portion of the outstanding debt under the Company's credit agreement has been
attributed to the Minerals Group. Total long-term debt of the Minerals Group
consists of the following:

                                                                As of December 31
                                                                 1995       1994
- -----------------------------------------------------------------------------------
                                                                       
Senior obligations                                           $    413        327
Obligations under capital leases (average
  rates 6.22% in 1995 and 6.27% in 1994)                          378      1,882
- -----------------------------------------------------------------------------------
                                                                  791      2,209
- -----------------------------------------------------------------------------------
Attributed portion of Company's debt
U.S. dollar term loan due 2000 (year end
  rate 6.56% in 1995 and 6.49% in 1994)                       100,000     76,566
Revolving credit notes due 2000 (year end
  rate 5.75% in 1994)                                              --      9,400
- -----------------------------------------------------------------------------------
Total long-term debt, less current maturities                $100,791     88,175
====================================================================================

For the four years through December 31, 2000, minimum repayments of long-term
debt outstanding are as follows:

             1997        $   175
             1998            320
             1999             61
             2000        100,049

In March 1994, the Company entered into a $350,000 credit agreement with a
syndicate of banks (the "Facility"). The Facility included a $100,000 five-year
term loan, which originally matured in March 1999. The Facility also permitted
additional borrowings, repayments and reborrowings of up to $250,000 until March
1999. In March 1995, the 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 Facility is
payable at rates based on prime, certificate of deposit, Eurodollar or money
market rates. At December 31, 1995, the $100,000 term loan under the Facility
was attributed to the Minerals Group. At December 31, 1995, there were no
additional borrowings outstanding under the remainder of the Facility.

                                      129

In 1994, the Company entered into a standard three year variable to fixed
interest rate swap agreement on a portion of the Company's U.S. dollar term
loan. This agreement fixed the Company's interest rate at 5% on initial
borrowings of $40,000 in principal. The principal amount to which the 5%
interest rate applies declines periodically throughout the term of the agreement
and at December 31, 1995, this rate applied to borrowings of $25,000 in
principal. In addition, during 1995, the Company entered into two other variable
to fixed interest rate swap agreements. One agreement fixes the Company's
interest rate at 5.80% on $20,000 in principal for a term of three years. The
other agreement fixes the Company's interest rate at 5.66% for a term of 21
months on $10,000 in principal, which increases to $20,000 during the term.
These agreements have been attributed to the Minerals Group.

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.

At December 31, 1995, the Company's portion of outstanding unsecured letters of
credit allocated to the Minerals Group was $33,654, primarily supporting its
obligations under its various self-insurance programs.

10. 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 1), the 1988 and the 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.

Upon approval of the Services Stock Proposal in 1993, 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 options for both
Services Stock and Minerals Stock. 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. 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 of the Services Stock Proposal.

The table below summarizes the related plan activity.

                                                             Aggregate
                                                  No. of        Option
                                                  Shares         Price
- ----------------------------------------------------------------------
                                                             
THE PITTSTON COMPANY COMMON STOCK OPTIONS:
Granted:
1993                                              17,500       $   294
Became exercisable:  
1993                                             468,250         7,749
Exercised:
1993                                             377,191         5,379

PITTSTON MINERALS GROUP COMMON STOCK OPTIONS:
Outstanding:
12/31/95                                         597,797         9,359
12/31/94                                         507,323         9,571
12/31/93                                         623,498        11,023
Granted:
1995                                             258,300         2,665
1994                                              23,000           431
1993                                             252,000         6,094
Became exercisable:
1995                                              53,617         1,160
1994                                             108,259         1,978
1993                                               3,575            50
Exercised:
1995                                              95,129         1,203
1994                                             128,667         1,765
1993                                             134,528         1,738

At December 31, 1995, total of 214,163 shares of Minerals Stock were
exercisable. In addition, there were 629,279 shares of Minerals Stock reserved
for issuance under the plans, including 31,482 shares of Minerals Stock reserved
for future grant.

The approval of the Brink's Stock Proposal had no affect on options for Minerals
Stock.

11. CAPITAL STOCK

The Company, at any time, has the right 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 is
required to exchange each outstanding share 

                                      130

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, at any time, has the right 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 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 conversion, receive shares of Brink's Stock (or
Burlington Stock) in lieu of shares of Minerals Stock otherwise issuable upon
such conversion.

Holders of Brink's Stock at all times have one vote per share. Holders of
Burlington Stock and Minerals Stock have one and 0.626 votes per share,
respectively, subject to adjustment on January 1, 1998, 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
aggregate market capitalization of the Company's common stock 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 have. Holders of Brink's Stock, Burlington 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 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.

In the event of a dissolution, liquidation or winding up of the Company, the
holders of Brink's Stock, Burlington Stock and Minerals Stock, effective January
19, 1996, 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 4,202,954 (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 totals, in the case of Minerals Stock,
shall include the Nominal Shares).

In conjunction with the Services Stock Proposal, the Board of Directors (the
"Board") authorized the repurchase of up to 1,250,000 shares of Services Stock
and 250,000 shares of Minerals Stock 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. In November 1995, the Board authorized an increase in the
remaining purchase authority for Minerals Stock to 1,000,000 shares and the
purchase, subject to shareholder approval of the Brink's Stock Proposal, of up
to 1,500,000 shares of Brink's Stock and up to 1,500,000 shares of Burlington
Stock, no to exceed an aggregate purchase price of $45,000 for all common shares
of the Company. Prior to this increased authorization, 117,300 shares of
Minerals Stock at an aggregate cost of $1,720 were repurchased, of which 78,800
shares at a total cost of $912 were purchased in 1995, 19,700 shares at a total
cost of $401 were purchased in 1994 and 18,800 shares at a total cost of $407
were purchased in 1993. No additional repurchases of Minerals Stock were made
during the remainder of 1995 subsequent to the increased authorization. The
program to acquire shares remains in effect in 1996.

In January 1994, the Company issued 161,000 shares of its $31.25 Series C
Cumulative Convertible Preferred Stock (the "Convertible Preferred Stock"). The
proceeds of the Convertible Preferred Stock offering have been attributed to the
Minerals Group. The Convertible Preferred Stock pays an annual cumulative
dividend of $31.25 per share payable quarterly, in

                                      131

cash, in arrears, out of all funds of the Company legally available therefore,
when as and if declared by the Board, 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 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
ratable annually on each February 1 to an amount equal to $500 per share on and
after February 1, 2004, plus in each case and 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. The voting rights of the Preferred Stock were not affected by the
Brink's Stock Proposal. Prior to an increase in November 1995 in the remaining
authorization to repurchase from time to time up to $15,000 of its Convertible
Preferred Stock, under a repurchase program, 24,720 shares at a total cost of
$9,624 had been repurchased, of which 16,370 shares at a total cost of $6,258
were purchased in 1995. No additional share repurchases were made during the
remainder of 1995 subsequent to the increased authorization. See Note 9 to the
Company's consolidated financial statements.

Dividends paid on the Company's Convertible Preferred Stock commenced on March
1, 1994. In 1995 and 1994, dividends paid on such stock were $4,397 and $4,230,
respectively. Preferred dividends included on the Minerals Group's Statements of
Operations for the years ended December 31, 1995 and 1994 are net of $1,593 and
$632, respectively, which was the excess of the carrying amount of the
Convertible Preferred Stock over the cash paid to holders of the stock for
repurchases made during each year.

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, 1995, the Available
Minerals Dividend Amount was at least $24,870. Dividends on Minerals Stock are
also restricted by covenants in the Company's public indentures and bank credit
agreements. See the Company's consolidated financial statements and related
footnotes. Subject to these limitations, the Company's Board, although there is
no requirement to do so, intends to declare and pay dividends on the Minerals
Stock based primarily on the earnings, financial condition, cash flow and
business requirements of the Minerals Group.

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 benefits 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, 1995, 594,461 shares of Minerals
Stock (723,218 in 1994) remained in the Trust, valued at market. The value of
these shares has no impact on shareholder's equity.

12. ACQUISITIONS

During 1995, the Minerals Group acquired one small business for a purchase price
of $556, including debt of $200. The acquisition was accounted for as a
purchase; accordingly, the purchase price was allocated to the underlying assets
and liabilities based on the estimated fair value at the date of acquisition.
The fair value of the assets acquired was $1,122 and liabilities assumed was
$566. The purchase price was equal to the fair value of net assets acquired. In
addition, during 1995, the Minerals Group made an installment payment of $722
for an acquisition made in prior years.

During 1994, a wholly owned indirect subsidiary of the Minerals Group completed
the acquisition of substantially all of the coal mining operations and coal
supply 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 values 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 1) and additional borrowings 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 9).

                                      132

During 1993, the Minerals Group made installment and contingency payments
related to acquisitions consummated in prior years. Total consideration paid was
$699.

The results of operations of the companies acquired in 1995 and 1994 have been
included in the Minerals Group's results of operations from their date of
acquisition.

13. COAL JOINT VENTURE

The Minerals Group, through a wholly owned indirect subsidiary of the Company,
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 Minerals Group
initially had an indirect 25% interest in the partnership, Dominion Terminal
Associates ("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 Minerals Group. In 1990, the Minerals Group acquired an
additional indirect 7 1/2% interest in DTA for cash of $3,055 plus the
assumption of bond indebtedness, 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 Minerals Group. In
November 1992, all bonds attributable to the Minerals Group 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
Minerals Group 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 Minerals Group'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 $6,841 in 1995, $7,173 in 1994 and
$7,949 in 1993. The Minerals Group 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 Minerals Group a fee. The Minerals Group pays
throughput and storage charges based on actual usage at per ton rates determined
by DTA.

14. LEASES

The Minerals Group's businesses lease 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, 1995, aggregate future
minimum lease payments under noncancellable operating leases were as follows:

                                Equipment
                   Facilities     & Other     Total
- -----------------------------------------------------
                                       
1996                   $  773      21,678    22,451
1997                      798      15,649    16,447
1998                      796       9,865    10,661
1999                      778       3,685     4,463
2000                      745         791     1,536
2001                      455          75       530
2002                        2          --         2
2003                        2          --         2
2004                        2          --         2
2005                        2          --         2
Later Years                 2          --         2
- -----------------------------------------------------
Total                  $4,355      51,743    56,098
=====================================================

There are no noncancellable sublease rentals. Almost all of the above amounts
related to equipment are guaranteed by the Company.

Rent expense amounted to $34,363 in 1995, $35,583 in 1994 and $24,854 in 1993
and is net of sublease rentals of $12 in 1995 and $69 in 1994 and 1993.

In 1995, the Minerals Group incurred capital lease obligations of $12. In 1994,
the Minerals Group incurred capital lease obligations of $746 and assumed
capital lease obligations of $16,210 as part of the acquisition of the coal
operations of Addington Resources, Inc., (Note 12). As of December 31, 1995, the
Minerals Group's obligations under capital leases were not significant.

15. EMPLOYEE BENEFIT PLANS

The Minerals Group's businesses participate in the Company's noncontributory
defined benefit pension plan covering substantially all nonunion employees who
meet certain minimum requirements. Benefits under the plan are based on salary
and years of service. The Minerals Group's pension cost is actuarially
determined based on its employees and an allocable

                                      133

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 credit for 1995, 1994 and 1993 for the Minerals
Group is as follows:

                                                       Year Ended December 31
                                                    1995        1994        1993
- -----------------------------------------------------------------------------------
                                                                    
Service cost benefits earned during year        $  3,306       3,609       2,772
Interest cost on projected benefit obligation      9,548       9,024       8,873
Loss (return) on assets actual                   (38,005)      1,664     (20,347)
(Loss) return on assets deferred                  22,199     (16,978)      6,317
Other amortization, net                                7       2,270          --
- -----------------------------------------------------------------------------------
Net pension credit                              $ (2,945)       (411)     (2,385)
===================================================================================

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

                                                       1995      1994      1993
- ---------------------------------------------------------------------------------
                                                                     
Interest cost on projected benefit obligation          8.75%      7.5%      9.0% 
Expected long-term rate of return on assets           10.0%      10.0%     10.0%
Rae of increase in compensation levels                 4.0%       4.0%      5.0%

The Minerals Group's allocated funded status and deferred pension assets at
December 31, 1995 and 1994 are as follows:

                                                                  1995      1994
- -----------------------------------------------------------------------------------
                                                                       
Actuarial present value of  accumulated benefit
  obligation:
  Vested                                                      $121,632    94,237
  Nonvested                                                      3,838     4,012
- -----------------------------------------------------------------------------------
                                                               125,470    98,249
Benefits attributable to projected salaries                     11,512    11,499
- -----------------------------------------------------------------------------------
Projected benefit obligation                                   136,982   109,748
Plan assets at fair value                                      187,537   157,847
- -----------------------------------------------------------------------------------
Excess of plan assets over projected benefit
  obligation                                                    50,555    48,099
Unrecognized experience loss                                    27,307    26,517
Unrecognized prior service cost                                    273       271
- -----------------------------------------------------------------------------------
Net pension assets                                              78,135    74,887
Current pension liability                                        1,258       916
- -----------------------------------------------------------------------------------
Deferred pension asset per balance sheet                      $ 79,393    75,803
===================================================================================

For the valuation of pension obligations and the calculation of the funded
status, the discount rate was 7.5% in 1995 and 8.75% in 1994. 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 1995 and 1994.

The unrecognized initial net asset at January 1, 1986, the date of adoption of
SFAS 87, has been amortized over the estimated remaining average service life of
the employees, which period ended at December 31, 1992. As of December 31, 1995,
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 Minerals Group has made payments, based on hours worked,
into escrow accounts established for the benefit of union employees (Note 18).
The total amount accrued and escrowed by the Minerals Group's coal operations
under this agreement as at December 31, 1995 and December 31, 1994, was $26,046
and $23,120, respectively. The amount escrowed and accrued is included in
"Short-term investments" and "Miscellaneous accrued liabilities".

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

For the years 1995, 1994 and 1993, the components of periodic expense for these
postretirement benefits were as follows:

                                                          Year Ended December 31
                                                          1995     1994     1993
- -----------------------------------------------------------------------------------
                                                                
Service cost benefits earned during year               $ 1,523    2,141    2,513
Interest cost on accumulated post-
  retirement benefit obligation                         19,510   20,948   21,060
Amortization of (gains) losses                              --    2,806      402
- -----------------------------------------------------------------------------------
Total expense                                          $21,033   25,895   23,975
===================================================================================

The interest costs on the accumulated postretirement benefit obligation were
based upon rates of 8.75% in 1995, 7.5% in 1994 and 9% in 1993.

At December 31, 1995 and 1994, the actuarial and recorded liabilities for these
postretirement benefits, none of which have been funded, were as follows:

                                                               1995        1994
- -----------------------------------------------------------------------------------
                                                                      
Accumulated postretirement benefit obligation:
Retirees                                                  $ 230,217     215,043
Fully eligible active plan participants                      24,031      21,170
Other active plan participants                               26,303      17,334
- -----------------------------------------------------------------------------------
                                                            280,551     253,547
Unrecognized experience loss                                (48,197)    (23,619)
- -----------------------------------------------------------------------------------
Liability included on the balance sheet                     232,354     229,928
Less current portion                                         18,647      16,951
- -----------------------------------------------------------------------------------
Noncurrent liability for postretirement health
  care and life insurance benefits                        $ 213,707     212,977
===================================================================================

The accumulated postretirement benefit obligation was determined using the unit
credit method and an assumed discount rate of 7.5% in 1995 and 8.75% in 1994.
The assumed health care cost trend rate used in 1995 was 9% for pre-65 retirees,
grading down to 5% in the year 2001. For post-65 retirees, the assumed trend
rate in 1995 was 7%, grading down to 5% in the year 2001. The assumed medicare
cost trend rate used in 1995 was 7%, grading down to 5% in the year 2001.

                                      134

A percentage point increase each year in the assumed health care cost trend rate
used would have resulted in a $2,630 increase in the aggregate service and
interest components of expense for the year 1995, and a $36,351 increase in the
accumulated postretirement benefit obligation at December 31, 1995.

The Minerals 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% and 100% 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 $1,204
in 1995, $1,468 in 1994 and $2,021 in 1993.

In May 1994, the Company's shareholders approved the Employee Stock Purchase
Plan effective July 1, 1994. As amended, upon approval of the Brink's Stock
Proposal, eligible employees may elect to purchase shares of Brink's Stock,
Burlington Stock and Minerals Stock at the lower of 85% of the fair market value
as of specified dates. Under this plan, for the years ended December 31, 1995
and 1994, employees of the Company purchased 44,006 shares of Minerals Stock for
$374 and 11,843 shares of Minerals Stock for $187, respectively.

The Minerals Group sponsors other defined contribution plans and contributions
under these plans aggregated $368 in 1995, $470 in 1994 and $475 in 1993.

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 1995, 1994 and 1993, these amounts, on a pretax basis, were
approximately $10,800, $11,000 and $9,100, respectively. The Company believes
that the annual liability under the Health Benefit Act for the Pittston
Companies' assigned beneficiaries will continue at approximately $10,000 per
year for the next several 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 pretax liability relating to
the Pittston Companies' assigned beneficiaries at approximately $220,000, which
when discounted at 7.5% provides a present value estimate of approximately
$95,000.

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.

16. 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, 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.

                                      135

As a result of these decisions, the Minerals Group incurred a pretax charge of
$90,806 ($58,116 after tax) in 1994 which included a reduction in the carrying
value of these assets and related accruals for mine closure costs. These charges
included assets writedowns 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 ceased coal production in 1994. 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 substantially complete. At the beginning of 1994, there
were approximately 750 employees involved in operations at these facilities and
other administrative support. Employment at these facilities has been reduced by
52% to approximately 360 employees at December 31, 1994 and by 81% to
approximately 140 employees at December 31, 1995.

Although coal production has or will cease at the mines contemplated in the
accrual, the Minerals Group 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 Minerals Group incurred a pretax 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 fund
established under collective bargaining agreements with the UMWA (Note 18).
These charges impacted Coal and Mineral Ventures' operating profit in the
amounts of $70,713 and $7,920, respectively.

The charge in the Mineral Ventures segment in 1993, related to the writedown of
the Mineral Group'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 writedowns 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 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 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 December 31, 1994                       3,787        38,256        43,372        85,415
Payments (d)                                    1,993         7,765         7,295        17,053
Other reductions (e)                              576         1,508            --         2,084
- --------------------------------------------------------------------------------------------------
Balance December 31, 1995                      $1,218        28,983        36,077        66,278
==================================================================================================

(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) Of the total payments made, in 1994, $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) Of the total payments made in 1995, $6,424 was for liabilities recorded in
years prior to 1993, $2,486 was for liabilities recorded in 1993 and $8,143 was
for liabilities recorded in 1994.

(e) These amounts represent the assumption of liabilities by third parties as a
result of sales transactions.

                                      136

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
year. The liability for mine and plant closure costs is expected to be satisfied
over the next ten years of which approximately 50% is expected to be paid over
the next two years. The liability for employee related costs, which is primarily
workers' compensation, is estimated to be 50% settled over the next four years
with the balance paid during the following five to ten years.

17. OTHER INCOME AND EXPENSE

Other operating income primarily includes royalty income and gains on sales of
assets.

18. SEGMENT INFORMATION

Net sales by geographic area are as follows:

                                                       Year Ended December 31
                                                    1995        1994        1993
- ----------------------------------------------------------------------------------
                                                                    
United States:
Domestic customers                              $467,479     512,875     359,748
Export customers in Europe                       108,111     131,447     132,753
Export customers in Japan                         67,145      71,937      84,195
Other export customers                            63,516      63,245      95,548
- ----------------------------------------------------------------------------------
                                                 706,251     779,504     672,244
Australia                                         16,600      15,494      14,845
- ----------------------------------------------------------------------------------
Total net sales                                 $722,851     794,998     687,089
==================================================================================

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

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

                                                       Year Ended December 31
                                                     1995       1994       1993
- ---------------------------------------------------------------------------------
                                                                    
United States *                                  $ 21,752    (85,305)   (49,157)
Australia *                                         1,586      2,988     (7,391)
- ---------------------------------------------------------------------------------
Minerals Group's portion of the
  Company's segment operating
  profit                                           23,338    (82,317)   (56,548)
Corporate expenses allocated to the
  Minerals Group                                   (7,266)    (6,845)    (7,218)
- ---------------------------------------------------------------------------------
Total operating profit (loss)                    $ 16,072    (89,162)   (63,766)
=================================================================================

* Operating profit (loss) 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 the United
States and $7,920 is included in Australia (Note 15).

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

                                                          As of December 31
                                                      1995       1994       1993
- ---------------------------------------------------------------------------------
                                                                    
United States                                     $702,132    764,399    503,002
Australia                                           18,999     19,104     13,162
- ---------------------------------------------------------------------------------
Minerals Group's portion of the
  Company's assets                                 721,131    783,503    516,164
Minerals Group's portion of
  corporate assets                                  77,478     84,009     90,083
- ---------------------------------------------------------------------------------
Total assets                                      $798,609    867,512    606,247
=================================================================================

Industry segment information is as follows:

                                                      Year Ended December 31
                                                   1995        1994        1993
- ---------------------------------------------------------------------------------
                                                                   
REVENUES:
Coal                                          $ 706,251     779,504     672,244
Mineral Ventures                                 16,600      15,494      14,845
- ---------------------------------------------------------------------------------
Total revenues                                $ 722,851     794,998     687,089
=================================================================================

OPERATING PROFIT (LOSS):
Coal *                                        $  23,131     (83,451)    (48,246)
Mineral Ventures *                                  207       1,134      (8,302)
- ---------------------------------------------------------------------------------
Segment operating profit (loss)                  23,338     (82,317)    (56,548)
Allocated general corporate expense              (7,266)     (6,845)     (7,218)
- ---------------------------------------------------------------------------------
Total operating profit (loss)                 $  16,072     (89,162)    (63,766)
=================================================================================

* Operating profit (loss) of the Coal segment included restructuring and other
charges, including litigation accrual of $90,806 in 1994 and $70,713 in 1993
(Note 15). Operating loss of the Mineral Ventures segment included restructuring
and other charges of $7,920 in 1993 (Note 15).

                                                                    
CAPITAL EXPENDITURES:
Coal                                                $ 17,811    25,016    15,499
Mineral Ventures                                       2,332     2,514     2,690
Allocated general corporate                              168        90        47
- ---------------------------------------------------------------------------------
Total capital expenditures                          $ 20,311    27,620    18,236
=================================================================================

DEPRECIATION, DEPLETION AND AMORTIZATION:
Coal                                                $ 40,285    44,731    25,679
Mineral Ventures                                       1,597     1,202     1,779
Allocated general corporate                              158       141       133
- ---------------------------------------------------------------------------------
Total depreciation, depletion and
  amortization                                      $ 42,040    46,074    27,591
=================================================================================

ASSETS AT DECEMBER 31:
Coal                                                $699,049   761,827   499,494
Mineral Ventures                                      22,082    21,676    16,670
- ---------------------------------------------------------------------------------
Identifiable assets                                  721,131   783,503   516,164
Allocated portion of the Company's
  corporate assets                                    77,478    84,009    90,083
- ---------------------------------------------------------------------------------
Total assets                                        $798,609   867,512   606,247
=================================================================================

In 1995, 1994 and 1993, net sales to one customer of the Coal segment amounted
to $125,730, $111,830 and $106,253, respectively.

                                      137

19. LITIGATION

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 $16,400 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 from prior years' in light of cost inflation. The
estimate of costs and the timing of payments could change as a result of changes
to the remediation plan required, changes in the technology available to treat
the site, unforseen circumstances existing at the site and additional cost
inflation.

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. In August 1995, the District Court
ruled on various Motions for Summary Judgement. In its decision, the Court found
favorably for the Company on several matters relating to the comprehensive
general liability policies but concluded that the pollution liability policies
did not contain pollution coverage for the types of claims associated with the
Tankport site. The Company has filed a notice of its intent to appeal the
District Court's decision to the Third Circuit. Management and its outside legal
counsel continue to believe, however, that recovery of a substantial portion of
the cleanup costs will ultimately be probable of realization. Accordingly,
management is revising its earlier belief that there is no net liability for the
Tankport obligation, and it is the Company's belief that, based on estimates of
potential liability and probable realization of insurance recoveries, the
Company would be liable for approximately $1,400 based on the Courts decision
and related developments of New Jersey law.

In 1988, the trustees of certain pension and benefit trust funds (the "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 was remanded
to District Court, where damage and other issues were 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
allegations 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. The Company, following the
District Court's ruling in December 1993, recognized in 1993 in its financial
statements for the Minerals Group the potential liability that might have
resulted from an adverse judgment in the Evergreen Case (Notes 15 and 16). 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 of entry of
final judgment, plus on-going contributions to the 1974 Pension Plan. The
Company opposed this motion. No decision on this motion of final judgment was
entered.

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 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. In December
1994, the District Court ordered 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.

SUBSEQUENT EVENT (UNAUDITED)
In late March 1996 a settlement was reached in these cases, including the
Evergreen Case. Under the terms of the settlement, the coal subsidiaries which
had been signatories to earlier National Bituminous Coal Wage Agreements agreed
to make various lump sum payments in full satisfaction of all amounts allegedly
due to the Trust Funds through January 31, 1996, to be paid over time as
follows: approximately $25,800 upon dismissal of the Evergreen Case and the
remainder of $24,000 in installments of $7,000 in 1996 and $8,500 in each of
1997 and 1998. The first payment was entirely funded through an escrow account
previously established by the Company. In addition, the coal subsidiaries agreed
to future participation in the UMWA 1974 Pension Plan. The BCOA case and a
separate case against the UMWA have also been dismissed.

                                      138

As a result of the settlement of these cases, the Company expects to record a
pretax gain of approximately $35,000 in the first quarter of 1996 in its
financial statements for the Minerals Group.

20. COMMITMENTS

At December 31, 1995, the Minerals Group 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 $161,743 and expire from 1996 through 1998 as follows:

         1996                $76,761
         1997                 57,929
         1998                 27,053

Purchases under the contracts were $83,532 in 1995, $53,097 in 1994 and $81,069
in 1993.

21. SUPPLEMENTAL CASH FLOW INFORMATION

For the years ended December 31, 1995 and 1994, there were net cash tax refunds
of $20,731 and $12,851, respectively. For the year ended December 31, 1993, cash
payments for income taxes, net of refunds received was $2,461.

For the years ended December 31, 1995, 1994 and 1993, cash payments for interest
were $10,296, $5,985 and $2,126, respectively.

On December 31, 1995, the Minerals Group assumed the portion of the Company's
term loan in the amount of $23,434, which had been attributed to the Burlington
Group, as partial settlement of the intercompany payable due to the Burlington
Group. This transfer of debt as partial settlement of the intercompany between
the Groups has been recognized as a noncash transaction and is not included in
the Minerals Group's 1995 Statement of Cash Flows.

In 1995, the Minerals Group sold mining operations in Ohio together with a
related coal supply contract for notes and royalties receivable totaling $6,949.

In December 1993, the Minerals Group 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 Minerals Group 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".

22. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

Tabulated below are certain data for each quarter of 1995 and 1994.

                                           1st         2nd        3rd        4th
- ---------------------------------------------------------------------------------
                                                                 
1995 QUARTERS:
Net sales                            $ 195,740     184,211    177,702    165,198
Gross profit                             1,800       3,351     10,441     10,964
Net income                           $     470       4,634      4,462      4,458

Per Pittston Minerals Group
  Common Share:
Net income
Primary                              $     .05         .45        .51        .43
Fully diluted                        $     .05         .45        .45        .43

1994 QUARTERS:
Net sales                            $ 176,742     202,149    210,142    205,965
Gross profit (loss)                    (13,039)     13,105     10,770     12,576
Net income (loss)                    $ (74,079)      6,750      6,196      8,185

Per Pittston Minerals Group
  Common Share:
Net income (loss)
Primary                              $   (9.96)        .72        .74        .91
Fully diluted                        $   (9.96)        .67        .61        .81

Net income (loss) in the first quarter of 1994, included restructuring and
other charges of $58,116 (Note 16).

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.

                                      139

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by this Item regarding directors is incorporated by
reference to Pittston's definitive proxy statement to be filed pursuant to
Regulation 14A within 120 days after December 31, 1995. The information
regarding executive officers is included in this report following Item 4, under
the caption "Executive Officers of the Registrant".

ITEM 11. EXECUTIVE COMPENSATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by Items 11 through 13 is incorporated by reference to
Pittston's definitive proxy statement to be filed pursuant to Regulation 14A
within 120 days after December 31, 1995.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)   1.   All financial statements -- see index to financial statements and
           schedules.

      2.   Financial statement schedules -- see index to financial statements
           and schedules.

      3.   Exhibits -- see exhibit index.

(b)   A report on Form 8-K was filed on November 20, 1995, with respect to the
      Company's announcement that a joint venture of its Pittston Mineral
      Ventures Company had discovered a high-grade deposit of nickel sulphide in
      Western Australia.

UNDERTAKING
For the purposes of complying with the amendments to the rules governing Form
S-8 (effective July 13, 1990) under the Securities Act of 1933, the undersigned
Registrant hereby undertakes as follows, which undertaking shall be incorporated
by reference into Registrant's Registration Statements on Form S-8 Nos. 2-64258,
33-2039, 33-21393, 33-23333, 33-69040 and 33-53565:

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 foregoing provisions, 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 that 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 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 Act and will
be governed by the final adjudication of such issue.

                                      140

The Pittston Company and Subsidiaries
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on March 29, 1996.

                                                    The Pittston Company
                                                  ---------------------------
                                                         (Registrant)

                                             By       J. C. Farrell
                                                 ----------------------------
                                                 (J. C. Farrell, Chairman of
                                                   the Board, President and
                                                   Chief Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated, on March 29, 1996.

       Signatures                                                             Title
- -------------------------                                                 -------------
                                                                     
   R. G. Ackerman*                                                          Director
   M. J. Anton*                                                             Director
   J. R. Barker*                                                            Director
   J. L. Broadhead*                                                         Director
   W. F. Craig*                                                             Director

   J. C. Farrell
- -----------------------                                             Director and Chairman of
   (J. C. Farrell)                                                  the Board, President and
                                                                    Chief Executive Officer
                                                                  (principal executive officer)

   R. M. Gross*                                                             Director
   C. F. Haywood*                                                           Director
   D. L. Marshall*                                                 Director and Vice Chairman
                                                                          of the Board

   G.R. Rogliano
- ------------------------                                              Senior Vice President
   (G. R. Rogliano)                                              (principal accounting officer)

   R. H. Spilman*                                                           Director
   A. H. Zimmerman*                                                         Director

   *By         J. C. Farrell
       ---------------------------------
       (J. C. Farrell, Attorney-in-Fact)

The Registrant does not have any designated principal financial officer.

                                      141

The Pittston Company and Subsidiaries
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

                                                                         
FINANCIAL STATEMENTS:

THE PITTSTON COMPANY AND SUBSIDIARIES

 Statement of Management Responsibility ...................................   64

 Independent Auditors' Report .............................................   64

 Consolidated Balance Sheets ..............................................   65

 Consolidated Statements of Operations ....................................   66

 Consolidated Statements of Shareholders' Equity ..........................   67

 Consolidated Statements of Cash Flows ....................................   68

 Notes to Consolidated Financial Statements ...............................   69

PITTSTON BRINK'S  GROUP

 Statement of Management Responsibility ...................................   87

 Independent Auditors' Report .............................................   87

 Balance Sheets ...........................................................   88

 Statements of Operations .................................................   89

 Statements of Cash Flows .................................................   90

 Notes to Financial Statements ............................................   91

PITTSTON BURLINGTON GROUP

 Statement of Management Responsibility ...................................  103

 Independent Auditors' Report .............................................  103

 Balance Sheets ...........................................................  104

 Statements of Operations .................................................  105

 Statements of Cash Flows .................................................  106

 Notes to Financial Statements ............................................  107

PITTSTON MINERALS GROUP

Statement of Management Responsibility ....................................  119

Independent Auditors' Report ..............................................  119

Balance Sheets ............................................................  120

Statements of Operations ..................................................  121

Statements of Cash Flows ..................................................  122

Notes to Financial Statements .............................................  123

FINANCIAL STATEMENT SCHEDULES:

Independent Auditors' Report on Financial
Statement Schedules .......................................................  143

THE PITTSTON COMPANY AND SUBSIDIARIES

II - Valuation and Qualifying Accounts ....................................  144

PITTSTON BRINK'S GROUP

II - Valuation and Qualifying Accounts ....................................  145

PITTSTON BURLINGTON GROUP

II - Valuation and Qualifying Accounts ....................................  146

Schedules other than those listed above are omitted because they are not
applicable or not required, or the information is included elsewhere in the
financial statements.

                                      142

The Pittston Company and Subsidiaries
INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
The Pittston Company

Under date of January 25, 1996, we reported on the consolidated balance sheets
of The Pittston Company and subsidiaries (the Company") as of December 31, 1995
and 1994, 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, 1995, and the balance sheets of Pittston Brink's Group as of
December 31, 1995 and 1994, and the related statements of operations and cash
flows for each of the years in the three-year period ended December 31, 1995,
and the balance sheets of Pittston Burlington Group as of December 31, 1995 and
1994, and the related statements of operations and cash flows for each of the
years in the three year period ended December 31, 1995, as contained in the 1995
Annual Report on Form 10-K of The Pittston Company. In connection with our
audits of the aforementioned financial statements, we also audited the related
financial statement schedules listed in the accompanying index. 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 Company's financial statement schedule, when considered in
relation to the basic consolidated financial statements of the Company taken as
a whole, and Pittston Brink's Group's financial statement schedule, when
considered in relation to the basic financial statements of Pittston Brink's
Group taken as a whole, and Pittston Burlington Group's financial statement
schedule, when considered in relation to the basic financial statements of
Pittston Burlington Group taken as a whole, present fairly, in all material
respects, the information set forth therein.

Our reports for Pittston Brink's Group and Pittston Burlington Group contain an
explanatory paragraph that states that the financial statements of Pittston
Brink's Group and Pittston Burlington Group should be read in connection with
the audited consolidated financial statements of the Company.

KPMG Peat Marwick LLP
Stamford, Connecticut

January 25, 1996

                                      143

The Pittston Company and Subsidiaries
VALUATION AND QUALIFYING ACCOUNTS
(In thousands)

SCHEDULE II

Column A                                                        Column B      Column C                  Column D        Column E
- -------------------------------------------                 ------------    ----------                ----------      ----------
                                                                             Additions
                                                                            ----------
                                                              Balance at    Charged to   Charged to                      Balance
                                                               beginning      cost and        other                     at end of
Description                                                    of period      expenses     accounts    Deductions          period
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                              
YEAR ENDED DECEMBER 31, 1995
Estimated uncollectible amount of notes                                                      1,052 (a)
  and accounts receivable                                        $15,734        5,762          311 (b)     6,784 (c)      16,075
- ----------------------------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1994
Estimated uncollectible amount of notes                                                        926 (a)
  and accounts receivable                                        $16,040        4,532          287 (b)     6,051 (c)      15,734
- ----------------------------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1993
Estimated uncollectible amount of notes                                                        551 (a)
  and accounts receivable                                        $15,930        6,880          944 (b)     8,265 (c)      16,040
===================================================================================================================================

(a) Amounts recovered.
(b) Amounts reclassified from other accounts.
(c) Accounts written off.

                                      144

Pittston Brink's Group
VALUATION AND QUALIFYING ACCOUNTS
(In thousands)

SCHEDULE II

Column A                                             Column B           Column C             Column D           Column E
- -------------------------------------           -------------   ----------------------      ----------          ----------
                                                                        Additions
                                                                ----------------------
                                                   Balance at   Charged to   Charged to                          Balance
                                                    beginning     cost and        other                        at end of
Description                                         of period     expenses     accounts      Deductions           period
- ------------------------------------------------------------------------------------------------------------------------
                                                                                                
YEAR ENDED DECEMBER 31, 1995
Estimated uncollectible amount of notes
  and accounts receivable                              $3,379        3,265          214 (a)      3,102 (b)         3,756
- ------------------------------------------------------------------------------------------------------------------------
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
========================================================================================================================

(a) Amounts reclassified from other accounts.
(b) Accounts written off.

                                       145

Pittston Burlington Group
VALUATION AND QUALIFYING ACCOUNTS
(In thousands)

SCHEDULE II

Column A                                Column B             Column C                 Column D       Column E
- ------------------------------------- -----------   ---------------------------     ----------      ---------
                                                            Additions
                                                    ---------------------------
                                      Balance at    Charged to       Charged to                       Balance
                                       beginning      cost and            other                     at end of
Description                            of period      expenses         accounts     Deductions         period
- --------------------------------------------------------------------------------------------------------------
                                                                                         
YEAR ENDED DECEMBER 31, 1995
Estimated uncollectible amount of notes                                   1,052 (a)
  and accounts receivable                $10,475         2,336               92 (b)     3,582 (c)    10,373
- --------------------------------------------------------------------------------------------------------------
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
==============================================================================================================

(a) Amounts recovered
(b) Amounts reclassified from other accounts.
(c) Accounts written off.

                                      146

The Pittston Company and Subsidiaries
EXHIBIT INDEX

Each Exhibit listed below that is followed by a reference to a previously filed
document is hereby incorporated by reference to such document.

EXHIBIT
NUMBER      DESCRIPTION

  3(i) The Registrant's Restated Articles of Incorporation. Exhibit 3(a) to the
       Registrant's report on Form 8-K dated January 28, 1994; Annex II of
       Amendment No. 2 to Registration Statement No. 33-63323 on Form S-4 dated
       December 4, 1995 (the S-4"); and Exhibit 3 to the Registrant's
       Registration Statement on Form 8-A dated February 26, 1996
       (the "Form 8-A").

  3(ii)      The Registrant's Bylaws, as amended.

  4(a)  (i)    Amended and Restated Rights Agreement dated as of January 19,
               1996, between the Registrant and Chemical Mellon Shareholder
               Services, L.L.C., as Rights Agent. Exhibit 2 to the Form 8-A.

        (ii)   Form of Right Certificate for Brink's Rights. Exhibit B-1 to
               Exhibit 2 to the Form 8-A.

        (iii)  Form of Right Certificate for Minerals Rights. Exhibit B-2 to
               Exhibit 2 to the Form 8-A.

        (iv)   Form of Right Certificate for Burlington Rights. Exhibit B-3 to
               Exhibit 2 to the Form 8-A.

        Instruments defining the rights of holders of long-term debt of the
        Registrant and its consolidated subsidiaries have been omitted because
        the amount of debt under any such instrument does not exceed 10% of the
        total assets of the Registrant and its consolidated subsidiaries. The
        Registrant agrees to furnish a copy of any such instrument to the
        Commission upon request.

 10(a)* The Registrant's 1979 Stock Option Plan, as amended. Exhibit 10(a) to
        the Registrant's Annual Report on Form 10-K for the year ended December
        31, 1992 (the 1992 "Form 10-K").

 10(b)* The Registrant's 1985 Stock Option Plan, as amended. Exhibit 10(b) to 
        the 1992 Form 10-K.

 10(c)* The Registrant's Key Employees Incentive Plan, as amended. Exhibit 10(c)
        to the Registrant's Annual Report on Form 10-K for the year ended
        December 31, 1991 (the "1991 Form 10-K").

 10(d)* The Company's Key Employees' Deferred Compensation Program, as amended.

 10(e)* (i)    The Registrant's Pension Equalization Plan, as amended. Exhibit
               10(a) to the Registrant's Quarterly Report on Form 10-Q for the
               quarter ended September 30, 1994 (the "Third Quarter 1994 Form
               10-Q").

        (ii)   Trust Agreement under the Pension Equalization Plan, Retirement
               Plan for Non-Employee Directors and Certain Contractual
               Arrangements of The Pittston Company made as of September 16,
               1994, by and between the Registrant and Chase Manhattan Bank
               (National Association), as Trustee. Exhibit 10(i) to the Third
               Quarter 1994 Form 10-Q.

        (iii)  Form of letter agreement dated as of September 16, 1994, between
               the Registrant and one of its officers. Exhibit 10(e) to the
               Third Quarter 1994 Form 10-Q.

        (iv)   Form of letter agreement dated as of September 16, 1994, between
               the Registrant and Participants pursuant to the Pension
               Equalization Plan. Exhibit 10(f) to the Third Quarter 1994 Form
               10-Q.

 10(f)*  The Registrant's Executive Salary Continuation Plan. Exhibit 10(e)
         to the 1991 Form 10-K.

 10(g)*  The Registrant's Non-Employee Directors' Stock Option Plan. Annex III-A
         to the S-4.
 
 10(h)*  The Registrant's 1988 Stock Option Plan, as amended. Annex III-B to
         the S-4.

 10(I)* (i)    Employment Agreement dated as of May 1, 1993, between the
               Registrant and J. C. Farrell. Exhibit 10 to the Registrant's
               Quarterly Report on Form 10-Q for the quarter ended March 31,
               1993.

                                      147

        (ii)   Amendment No. 1 to Employment Agreement dated as of May 1, 1993,
               between the Registrant and J. C. Farrell. Exhibit 10(h) to the
               1993 Form 10-K.

        (iii)  Form of Amendment No. 2 dated as of September 16, 1994, to
               Employment Agreement dated as of May 1, 1993, as amended by
               Amendment No. 1 thereto dated March 18, 1994, between the
               Registrant and Joseph C. Farrell. Exhibit 10(b) to the Third
               Quarter 1994 Form 10-Q.

        (iv)   Amendment No. 3 to Employment Agreement dated as of May 1, 1996,
               between the Registrant and J. C. Farrell.

 10(j)* (i)    Employment Agreement dated as of June 1, 1994, between the
               Registrant and D. L. Marshall. Exhibit 10 to the Second Quarter
               1994 Form 10-Q.

        (ii)   Form of Letter Agreement dated as of September 16, 1994, amending
               Employment Agreement dated as of June 1, 1994, between the
               Registrant and D. L. Marshall. Exhibit 10(c) to the Third Quarter
               1994 Form 10-Q.

        (iii)  Form of Letter Agreement dated as of June 1, 1995, replacing all
               prior Employment Agreements and amendments or modifications
               thereto, between the Registrant and D. L. Marshall (the "Marshall
               Employment Agreement"). Exhibit 10 to the Registrant's quarterly
               report on Form 10-Q for the Quarter ended June 30, 1995.

        (iv)   Letter Agreement dated as of April 1, 1996, amending the Marshall
               Employment Agreement.

 10(k)* The Company's 1994 Employee Stock Purchase Plan.  Exhibit 10.7 to the
               First Quarter 1994 Form 10-Q.

 10(l)* (i)    Form of change in control employment agreement between the
               Registrant and Mr. Farrell. Exhibit 10(j) to the 1987 Form 10-K.

        (ii)   Form of change in control employment agreement between the
               Registrant and one of its officers. Exhibit 10(l)(ii) to the 1989
               Form 10-K.

        (iii)  Form of change in control employment agreement between the
               Registrant (or a subsidiary) and six of the Registrant's
               officers. Exhibit 10(l)(iii) to the 1989 Form 10-K.

        (iv)   Form of letter agreement dated as of July 8, 1993, amending
               change in control employment agreements between the Registrant
               and five of the Registrant's officers. Exhibit 10 (k) (iv) to the
               1993 Form 10-K.

        (v)    Form of letter agreement dated as of March 8, 1996, amending
               change in control employment agreement between the Registrant and
               one of the Registrant's officers.

 10(m)*  Form of Indemnification Agreement entered into by the Registrant with
         its directors and officers. Exhibit 10(l) to the 1991 Form 10-K.

 10(n)* (i)    Registrant's Retirement Plan for Non-Employee Directors, as
               amended. Exhibit 10(g) to the Third Quarter 1994 Form 10-Q

        (ii)   Form of letter agreement dated as of September 16, 1994, between
               the Registrant and its Non-Employee Directors pursuant to
               Retirement Plan for Non-Employee Directors. Exhibit 10(h) to the
               Third Quarter 1994 Form 10-Q.

 10(o)*  Registrant's Amended and Restated Plan for Deferral of Directors' Fees.
         Exhibit 10(o) to the 1989 Form 10-K.

 10(p)  (i)    Participation Agreement (the "Participation Agreement") dated as
               of December 19, 1985, among Burlington Air Express Inc.
               (formerly, Burlington Northern Air Freight Inc. and Burlington
               Air Express USA Inc.) ("Burlington"), the loan participants named
               therein (the "Loan Participants"), Manufacturers Hanover Leasing
               Corporation, as Owner Participant (the "Owner Participant"), The
               Connecticut National Bank, as Indenture Trustee (the "Indenture
               Trustee") and Meridian Trust Company, as Owner Trustee (the
               "Owner Trustee"). Exhibit 10(p)(i) to the Registrant's Annual
               Report on Form 10-K for the year ended December 31, 1988 (the
               "1988 Form 10-K").

        (ii)   Trust Agreement (the "Trust Agreement") dated as of December 19,
               1985, between the Owner Participant and the Owner Trustee.
               Exhibit 10(p)(ii) to the 1988 Form 10-K.

        (iii)  Trust Indenture and Mortgage (the "Trust Indenture and Mortgage")
               dated December 19, 1985, between the Owner Trustee, as Mortgagor,
               and the Indenture Trustee, as Mortgagee (the "Mortgagee").
               Exhibit 10(p)(iii) to the 1988 Form 10-K.

                                      148

        (iv)   Lease Agreement (the "Lease Agreement") dated as of December 19,
               1985, between the Owner Trustee, as Lessor, and Burlington, as
               Lessee. Exhibit 10(p)(iv) to the 1988 Form 10-K.

        (v)    Tax Indemnity Agreement (the "Tax Indemnity Agreement") dated as
               of December 19, 1985, between the Owner Participant and
               Burlington, including Amendment No. 1 dated March 10, 1986.
               Exhibit 10(p)(v) to the 1988 Form 10-K.

        (vi)   Guaranty (the "Guaranty") dated as of December 19, 1985, by the
               Registrant. Exhibit 10(p)(vi) to the 1988 Form 10-K.

        (vii)  Trust Agreement and Mortgage Supplement Nos. 1 through 4, dated
               December 23 and 30, 1985 and March 10 and May 8, 1986, between
               the Owner Trustee, as Mortgagor, and the Indenture Trustee, as
               Mortgagee, including Amendment No. 1 dated as of October 1, 1986
               to Trust Agreement and Mortgage Supplement Nos. 3 and 4. Exhibit
               10(p)(vii) to the 1988 Form 10-K.

        (viii) Lease Supplements Nos. 1 through 4 dated December 23 and 30, 1985
               and March 10 and May 8, 1986, between the Owner Trustee, as
               Lessor, and Burlington, as Lessee, including Amendment No. 1
               dated as of October 1, 1986 to Lease Supplements Nos. 3 and 4.
               Exhibit 10(p)(viii) to the 1988 Form 10-K.

        (ix)   Letter agreement dated March 10, 1986, among the Owner
               Participant, the Mortgagee, the Owner Trustee, the Loan
               Participants, Burlington and the Registrant, amending the Lease
               Agreement, the Trust Indenture and Mortgage and the Participation
               Agreement. Exhibit 10(p)(ix) to the 1988 Form 10-K.

        (x)    Letter agreement dated as of May 8, 1986, among the Owner
               Participant, the Mortgagee, the Owner Trustee, the Loan
               Participants, Burlington and the Registrant, amending the
               Participation Agreement. Exhibit 10(p)(x) to the 1988 Form 10-K.

        (xi)   Letter agreement dated as of May 25, 1988, between the Owner
               Trustee, as Lessor, and Burlington, as Lessee, amending the Lease
               Agreement. Exhibit 10(p)(xi) to the 1988 Form 10-K.

        (xii)  Partial Termination of Lease, dated September 18, 1992, between
               the Owner Trustee, as Lessor, and Burlington, as Lessee, amending
               the Lease Agreement. Exhibit 10(o)(xii) to the 1992 Form 10-K.

        (xiii) Partial Termination of Trust Indenture and Mortgage, dated
               September 18, 1992, between the Indenture Trustee, as Mortgagee,
               and the Owner Trustee, as Mortgagor, amending the Trust Indenture
               and Mortgage. Exhibit 10(o)(xiii) to the 1992 Form 10-K.

        (xiv)  Trust Agreement and Mortgage Supplement No. 5, dated September
               18, 1992, between the Owner Trustee, as Mortgagor, and the
               Indenture Trustee, as Mortgagee. Exhibit 10(o)(xiv) to the 1992
               Form 10-K.

        (xv)   Lease Supplement No. 5, dated September 18, 1992, between the
               Owner Trustee, as Lessor, and Burlington, as Lessee. Exhibit
               10(o)(xv) to the 1992 Form 10-K.

        (xvi)  Lease Supplement No. 6, dated January 20, 1993, between the Owner
               Trustee, as Lessor, and Burlington, as Lessor, amending the Lease
               Agreement. Exhibit 10(o)(xvi) to the 1992 Form 10-K

 10(q)  (i)    Lease dated as of April 1, 1989 between Toledo-Lucas County Port
               Authority (the "Authority"), as Lessor, and Burlington, as
               Lessee. Exhibit 10(i) to the Registrant's quarterly report on
               Form 10-Q for the quarter ended June 30, 1989 (the "Second
               Quarter 1989 Form 10-Q").

        (ii)   Lease Guaranty Agreement dated as of April 1, 1989 between
               Burlington (formerly, Burlington Air Express Management Inc.), as
               Guarantor, and the Authority. Exhibit 10(ii) to the Second
               Quarter 1989 Form 10-Q.

        (iii)  Trust Indenture dated as of April 1, 1989 between the Authority
               and Society Bank & Trust (formerly, Trustcorp Bank, Ohio) (the
               "Trustee"), as Trustee. Exhibit 10(iii) to the Second Quarter
               1989 Form 10-Q.

        (iv)   Assignment of Basic Rent and Rights Under a Lease and Lease
               Guaranty dated as of April 1, 1989 from the Authority to the
               Trustee. Exhibit 10(iv) to the Second Quarter 1989 Form 10-Q.

                                      149

        (v)    Open-End First Leasehold Mortgage and Security Agreement dated as
               of April 1, 1989 from the Authority to the Trustee. Exhibit 10(v)
               to the Second Quarter 1989 Form 10-Q.

        (vi)   First Supplement to Lease dated as of January 1, 1990, between
               the Authority and Burlington, as Lessee. Exhibit 10 to the
               Registrant's quarterly report on Form 10-Q for the quarter ended
               March 31, 1990.

        (vii)  Revised and Amended Second Supplement to Lease dated as of
               September 1, 1990, between the Authority and Burlington. Exhibit
               10(i) to the Registrant's quarterly report on Form 10-Q for the
               quarter ended September 30, 1990 (the "Third Quarter 1990
               Form 10-Q").

        (viii) Amendment Agreement dated as of September 1, 1990, among City of
               Toledo, Ohio, the Authority, Burlington and the Trustee. Exhibit
               10(ii) to the Third Quarter 1990 Form 10-K.

        (ix)   Assumption and Non-Merger Agreement dated as of September 1,
               1990, among Burlington, the Authority and the Trustee. Exhibit
               10(iii) to the Third Quarter 1990 Form 10-Q.

        (x)    First Supplemental Indenture between Toledo-Lucas County Port
               Authority, and Society National Bank, as Trustee, dated as of
               March 1, 1994. Exhibit 10.1 to the First Quarter 1994 Form 10-Q.

        (xi)   Third Supplement to Lease between Toledo-Lucas County Port
               Authority, as Lessor, and Burlington Air Express Inc., as Lessee,
               dated as of March 1, 1994. Exhibit 10.2 to the First Quarter 1994
               Form 10-Q.

        (xii)  Fourth Supplement to Lease between Toledo-Lucas County Port
               Authority, as Lessor, and Burlington Air Express Inc., as Lessee,
               dated as of June 1, 1991. Exhibit 10.3 to the First Quarter 1994
               Form 10-Q.

 10(r)  Stock Purchase Agreement dated as of September 24, 1993, between the
        Pittston Acquisition Company and Addington Holding Company, Inc. Exhibit
        10 to the Registrant's Quarterly Report on Form 10-Q for the quarter
        ended September 30, 1993.

 10(s)  (i)    Credit Agreement dated as of March 4, 1994, among The Pittston
               Company, as Borrower, Lenders Parties Thereto, Chemical Bank,
               Credit Suisse and Morgan Guaranty Trust Company of New York, as
               Co-agents, and Credit Suisse, as Administrative Agent (the
               "Credit Agreement"). Exhibit 10.4 to the First Quarter 1994
               Form 10-Q.

        (ii)   Amendment to the Credit Agreement dated as of May 1, 1995.

11      Computation of Earnings Per Common Share.

21      Subsidiaries of the Registrant.

23      Consent of independent auditors.

24      Powers of attorney.

27      Financial Data Schedule.

 99*    Amendment to the Registrant's Pension-Retirement Plan relating to
        preservation of assets of the Pension-Retirement Plan upon a change in
        control. Exhibit 99 to the 1992 Form 10-K.

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

                          STATEMENT OF DIFFERENCES

The trademark symbol shall be expressed as 'tm'.

                                                                   Exhibit 3(ii)

                              THE PITTSTON COMPANY

                                     BYLAWS
                      (As amended through February 2, 1996)

                                    ARTICLE I

NAME

              The name of the corporation is The Pittston Company.

                                   ARTICLE II

OFFICES

        1. The corporation shall maintain a registered office and a registered
agent in the Commonwealth of Virginia as required by the laws of said
Commonwealth.

        2. The corporation shall in addition to its registered office in the
Commonwealth of Virginia establish and main tain an office or offices at such
place or places as the Board of Directors may from time to time find necessary
or desirable.

                                   ARTICLE III

CORPORATE SEAL

        The corporate seal of the corporation shall have inscribed thereon the
name of the corporation, the fact of its establishment in the Commonwealth of
Virginia and the words "Corporate Seal". Such seal may be used by causing it or
a facsimile thereof to be impressed, affixed, printed or otherwise reproduced.

                                   ARTICLE IV

MEETINGS OF SHAREHOLDERS

        1.  Meetings of the shareholders shall be held at such place, within  or
without the Commonwealth of Virginia, as the Board may determine.

 

        2. The annual meeting of the shareholders shall be held on the second
Wednesday in May at ten o'clock in the forenoon, local time, or on such other
day or at such other time as the Board may determine. At each annual meeting of
the shareholders they shall elect by plurality vote, in accordance with the
Articles of Incorporation and these bylaws, directors to hold office until the
third annual meeting of the shareholders held after their election and their
successors are respectively elected and qualified or as otherwise provided by
statute, the Articles of Incorpora tion or these bylaws. Any other proper
business may be transacted at the annual meeting. The chairman of the meeting
shall be authorized to declare whether any business is properly brought before
the meeting, and, if he shall declare that it is not so brought, such business
shall not be transacted. Without limiting the generality of the foregoing, the
chairman of the meeting may declare that matters relating to the conduct of the
ordinary business operations of the corporation are not properly brought before
the meeting.

        3. A majority of the votes entitled to be cast on a matter shall
constitute a quorum for action on that matter at all meetings of the
shareholders, except as otherwise provided by statute, the Articles of
Incorporation or these bylaws. The shareholders entitled to vote thereat,
present in person or by proxy, or the Chairman of the meeting shall have power
to adjourn the meeting from time to time, without notice other than announcement
at the meeting before adjournment (except as otherwise provided by statute). At
such adjourned meeting any business may be transacted which might have been
transacted at the meeting as originally notified.

        4. At all meetings of the shareholders each shareholder having the right
to vote shall be entitled to vote in person, or by proxy appointed by an
appointment form signed by such shareholder and bearing a date not more than
eleven months prior to said meeting, unless such form pro vides for a longer
period. All proxies shall be effective when received by the Secretary or other
officer or agent of the corporation authorized to tabulate votes.

        5. Except as otherwise provided in the Articles of Incorporation, at
each meeting of the shareholders each shareholder shall have one vote for each
share having voting power, registered in his name on the share transfer books of
the corporation at the record date fixed in accordance with these bylaws, or
otherwise determined, with respect to such meeting. Except as otherwise
expressly provided by statute, the Articles of Incorporation or these bylaws,
action on a matter, other than the election of directors, by a voting group is
approved if a quorum exists and the votes cast

                                       - 2 -

within  the  voting group favoring the action exceed the votes cast opposing the
action.

        6. Except as otherwise prescribed by statute, notice of each meeting
of the shareholders shall be given to each shareholder entitled to vote thereat
not less than 10 nor more than 60 days before the meeting. Such notice shall
state the date, time and place of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called.

        7. Except as otherwise prescribed by statute, special meetings of the
shareholders for any purpose or purposes may be called by the Chairman of the
Board and shall be called by the Chairman of the Board or the Secretary by vote
of the Board of Directors.

        8. Business transacted at each special meeting shall be confined to the
purpose or purposes stated in the notice of such meeting.

        9.  The  order  of  business at each meeting of the shareholders and the
voting and other procedures to be observed at such meeting shall be determined
by the chairman of such meeting.

    10. Subject to the rights of holders of shares of the Preferred Stock of the
corporation, nominations for the election of directors shall be made by the
Board of Direc tors or by any shareholder entitled to vote in elections of
directors. However, any shareholder entitled to vote in elections of directors
may nominate one or more persons for election as directors at an annual meeting
only if written notice of such shareholder's intent to make such nomination or
nominations has been given, either by personal delivery or by United States
registered or certified mail, postage prepaid, to the Secretary of the
corporation not less than 120 and not more than 180 calendar days in advance of
the date on which the corporation's proxy statement was released to shareholders
in connection with the immediately preceding annual meeting. Each notice shall
set forth (i) the name and address of the shareholder who intends to make the
nomination and of the person or persons to be nominated, (ii) a representation
that the shareholder is entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice, (iii) the class and number of shares of the corporation that are
owned by the shareholder, (iv) a description of all arrangements, understandings
or relationships between the shareholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder and (v) such other information
regarding each nominee proposed by such shareholder as would

                                       - 3 -

be required to be included in a proxy statement filed pur suant to the proxy
rules of the Securities and Exchange Commission, had the nominee been nominated,
or intended to be nominated, by the Board of Directors, and shall include a
consent signed by each such nominee to serve as a director of the corporation if
so elected. The chairman of the meeting may refuse to acknowledge the nomination
of any person not made in compliance with the foregoing procedure.

    11. To be properly brought before an annual meeting of shareholders,
business must be (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (ii) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors or (iii) otherwise properly brought before the annual meeting by a
shareholder. In addition to any other applicable requirements, for business to
be properly brought before a meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the Secretary of the corporation. To
be timely, a share holder's notice must be given, either by personal delivery or
by United States registered or certified mail, postage prepaid, to the Secretary
of the corporation not less than 120 and not more than 180 calendar days in
advance of the date on which the corporation's proxy statement was released to
shareholders in connection with the immediately preceding annual meeting. A
shareholder's notice to the Secretary shall set forth as to each matter the
shareholder proposes to bring before the annual meeting (i) a brief description
of the business desired to be brought before the annual meeting, including the
complete text of any resolutions to be presented at such meeting with respect to
such business, and the reasons for conducting such business at the annual
meeting, (ii) the name and address of record of the share holder proposing such
business, (iii) a representation that the shareholder is entitled to vote at
such meeting and intends to appear in person or by proxy at the meeting to
propose the business specified in the notice, (iv) the class and number of
shares of the corporation that are owned by the shareholder, (v) any material
interest of the share holder in such business and (vi) full particulars as to
the relationship, if any, of such shareholder to any other person that such
shareholder knows or has reason to believe intends to bring one or more other
items of business before the meeting. In the event that a shareholder attempts
to bring business before an annual meeting without complying with the foregoing
procedure, the chairman of the meeting may declare to the meeting that the
business was not properly brought before the meeting and, if he shall so
declare, such business shall not be transacted.

                                       - 4 -

                                    ARTICLE V

DIRECTORS

        1.  All corporate powers shall be exercised by or under the authority
of, and the business and affairs shall be managed under the direction of, the
Board of Directors, subject to any limitation set forth in the Articles of
Incorporation.

        2.  The Board shall consist of not less than nine or more than fifteen
members.

        3. The Board of Directors shall consist of eleven members. The terms of
office of the directors shall be staggered and shall otherwise be determined, as
provided in these bylaws, subject to the Articles of Incorporation and
applicable laws. Such terms shall be divided into three groups, two of which
shall consist of four directors and the third of which shall consist of three
directors.

        4. The number of directors may at any time be increased or decreased,
within the variable range estab lished by the Articles of Incorporation and
these bylaws, by amendment of these bylaws. In case of any such increase the
Board shall have power to elect any additional director to hold office until the
next shareholders' meeting at which directors are elected. Any decrease in the
number of direc tors shall take effect at the time of such amendment only to the
extent that vacancies then exist; to the extent that such decrease exceeds the
number of such vacancies, the decrease shall not become effective, except as
further vacancies may thereafter occur by expiration of the term of directors at
the next shareholders' meeting at which direc tors are elected, or otherwise.

        5. If the office of any director becomes vacant, by reason of death,
resignation, increase in the number of directors or otherwise, the directors
remaining in office, although less than a quorum, may fill the vacancy by the
affirmative vote of a majority of such directors.

        6. Any director may resign at any time by delivering written notice of
his resignation to the Board of Directors or the Chairman of the Board. Any such
resignation shall take effect upon such delivery or at such later date as may be
specified therein. Any such notice to the Board may be addressed to it in care
of the Secretary.

                                       - 5 -

                                   ARTICLE VI

COMMITTEES OF DIRECTORS

        There shall be an Executive Committee, an Audit and Ethics Committee, a
Compensation and Benefits Committee, a Finance Committee, a Nominating Committee
and a Pension Committee, and the Board of Directors may create one or more other
committees. Each committee of the Board of Directors shall consist of two or
more directors of the corporation who shall be appointed by, and shall serve at
the pleasure of, the Board. The Executive Committee, to the extent determined by
the Board but subject to limitations expressly prescribed by statute, shall have
and may exercise all the powers and authority of the Board in the management of
the business and affairs of the corporation. The Audit and Ethics Committee, the
Compensation and Benefits Committee, the Finance Committee, the Nominating
Committee and the Pension Committee and each such other committee shall have
such of the powers and authority of the Board as may be determined by the Board.
Each committee shall report its proceedings to the Board when required.
Provisions with respect to the Board of Directors which are applicable to
meetings, actions without meetings, notices and waivers of notice and quorum and
voting requirements shall also be applicable to each committee, except that a
quorum of the Executive Committee shall consist of one third of the number of
members of the Committee, three of whom are not employees of the Company or any
of its subsidiaries.

                                   ARTICLE VII

COMPENSATION OF DIRECTORS

        The Board of Directors may fix the compensation of the directors for
their services, which compensation may include an annual fee, a fixed sum and
expenses for attendance at regular or special meetings of the Board or any
committee thereof, pension benefits and such other amounts as the Board may
determine. Nothing herein contained shall be construed to preclude any director
from serving the corpo ration in any other capacity and receiving compensation
therefor.

                                  ARTICLE VIII

MEETINGS OF DIRECTORS;
  ACTION WITHOUT A MEETING

        1.  Regular meetings of the Board of Directors may be held pursuant to
resolutions from time to time adopted by

                                       - 6 -

the Board, without further notice of the date, time, place or purpose of the
meeting.

        2. Special meetings of the Board of Directors may be called by the
Chairman of the Board on at least 24 hours' notice to each director of the date,
time and place thereof, and shall be called by the Chairman of the Board or by
the Secretary on like notice on the request in writing of a majority of the
total number of directors in office at the time of such request. Except as may
be otherwise required by the Articles of Incorporation or these bylaws, the pur
pose or purposes of any such special meeting need not be stated in such notice.

        3. The Board of Directors may hold its meetings, have one or more
offices and, subject to the laws of the Common wealth of Virginia, keep the
share transfer books and other books and records of the corporation, within or
without said Commonwealth, at such place or places as it may from time to time
determine.

        4. At each meeting of the Board of Directors the presence of a majority
of the total number of directors in office immediately before the meeting begins
shall be necessary and sufficient to constitute a quorum for the transaction of
business, and, except as otherwise provided by the Articles of Incorporation or
these bylaws, if a quorum shall be present the affirmative vote of a majority of
the directors present shall be the act of the Board.

        5. Any action required or permitted to be taken at any meeting of the
Board of Directors may be taken without a meeting if one or more written
consents stating the action taken, signed by each director either before or
after the action is taken, are included in the minutes or filed with the
corporate records. Any or all directors may participate in any regular or
special meeting of the Board, or conduct such meeting through the use of, any
means of communication by which all directors participating may simultaneously
hear each other, and a director participating in a meeting by this means shall
be deemed to be present in person at such meeting.

                                   ARTICLE IX

OFFICERS

        1.  The officers of the corporation shall be chosen by the Board of 
Directors and shall be a Chairman of the Board, a Vice Chairman of the Board, a
President, one or more Senior Vice Presidents, one or more Vice Presidents, a
General Counsel, a Treasurer and a Secretary. The Board may also appoint a
Controller and one or more Executive Vice

                                       - 7 -

Presidents, Assistant Treasurers, Assistant Controllers and Assistant
Secretaries, and such other officers as it may deem necessary or advisable. Any
number of offices may be held by the same person. The Board may authorize an
officer to appoint one or more other officers or assistant officers. The
officers shall hold their offices for such terms and shall exercise such powers
and perform such duties as shall be prescribed from time to time by the Board or
by direction of an officer authorized by the Board to prescribe duties of other
officers.

        2. The Board of Directors, at its first meeting after the annual meeting
of shareholders, shall choose a Chairman of the Board from among the directors
and shall choose the remaining officers who need not be members of the Board.

        3.  The salaries of all officers of the corporation shall be fixed by
the Board of Directors, or in such manner as the Board may prescribe.

        4. The officers of the corporation shall hold office until their
successors are chosen and qualified. Any offi cer may at any time be removed by
the Board of Directors or, in the case of an officer appointed by another
officer as provided in these bylaws, by such other officer. If the office of any
officer becomes vacant for any reason, the vacancy may be filled by the Board
or, in the case of an officer so appointed, by such other officer.

        5. Any officer may resign at any time by delivering notice of his
resignation to the Board of Directors or the Chairman of the Board. Any such
resignation may be effec tive when the notice is delivered or at such later date
as may be specified therein if the corporation accepts such later date. Any such
notice to the Board shall be addressed to it in care of the Chairman of the
Board or the Secretary.

                                    ARTICLE X

CHAIRMAN OF THE BOARD

        The Chairman of the Board shall preside at meetings of the shareholders
and of the Board of Directors. He shall be the chief executive officer of the
corporation. Subject to the supervision and direction of the Board of Directors,
he shall be responsible for managing the affairs of the corpo ration. He shall
have supervision and direction of all of the other officers of the corporation
and shall have the powers and duties usually and customarily associated with the
office of Chairman of the Board.

                                       - 8 -

                                   ARTICLE XI

PRESIDENT

        The President shall be the chief operating officer of the corporation
and shall perform such duties as may be prescribed by these bylaws, or by the
Chairman of the Board. He shall, in case of the absence or inability of the
Chair man of the Board to act, have the powers and perform the duties of the
Chairman of the Board.

                                   ARTICLE XII

VICE CHAIRMAN OF THE BOARD, EXECUTIVE VICE PRESIDENTS,
   SENIOR VICE PRESIDENTS AND VICE PRESIDENTS

        1. The Vice Chairman of the Board, in case of the absence of the
Chairman of the Board and the President, shall preside at meetings of the
shareholders and of the Board of Directors. He shall have such other powers and
duties as may be delegated to him by the Chairman of the Board.

        2. The Executive Vice Presidents, the Senior Vice Presidents and the
Vice Presidents shall have such powers and duties as may be delegated to them by
the Chairman of the Board.

                                  ARTICLE XIII

GENERAL COUNSEL

        The General Counsel shall be the chief legal officer of the corporation
and the head of its legal department. He shall, in general, perform the duties
incident to the office of General Counsel and shall have such other powers and
duties as may be delegated to him by the Chairman of the Board.

                                   ARTICLE XIV

TREASURER

        The Treasurer shall be responsible for the care and custody of all the
funds and securities of the corporation. He shall render an account of the
financial condition and operations of the corporation to the Board of Directors
or the Chairman of the Board as often as the Board or the Chairman of the Board
shall require. He shall have such other powers and duties as may be delegated to
him by the Chairman of the Board.

                                       - 9 -

                                   ARTICLE XV

CONTROLLER

        The Controller shall maintain adequate records of all assets,
liabilities and transactions of the corporation, and shall see that adequate
audits thereof are currently and regularly made. He shall disburse the funds of
the corpora tion in payment of the just obligations of the corporation, or as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements. He shall have such other powers and duties as may be delegated to
him by the Chairman of the Board.

                                   ARTICLE XVI

SECRETARY

        The Secretary shall act as custodian of the minutes of all meetings of
the Board of Directors and of the share holders and of the committees of the
Board of Directors. He shall attend to the giving and serving of all notices of
the corporation, and he or any Assistant Secretary shall attest the seal of the
corporation upon all contracts and instru ments executed under such seal. He
shall also be custodian of such other books and records as the Board or the
Chairman of the Board may direct. He shall have such other powers and duties as
may be delegated to him by the Chairman of the Board.

                                  ARTICLE XVII

TRANSFER AGENTS AND REGISTRARS;
  CERTIFICATES OF STOCK

        1. The Board of Directors may appoint one or more transfer agents and
one or more registrars for shares of capital stock of the corporation and may
require all cer tificates for such shares, or for options, warrants or other
rights in respect thereof, to be countersigned on behalf of the corporation by
any such transfer agent or by any such registrar.

        2. The certificates for shares of the corporation shall be numbered and
shall be entered on the books of the corporation as they are issued. Each share
certificate shall state on its face the name of the corporation and the fact
that it is organized under the laws of the Commonwealth of Virginia, the name of
the person to whom such certificate is issued and the number and class of shares
and the designation of the series, if any, represented by such

                                       - 10 -

certificate and shall be signed by the Chairman of the Board, Vice Chairman of
the Board, the President, an Executive or Senior Vice President or a Vice
President and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary. Any and all signatures on such certificates, including
signatures of officers, transfer agents and registrars may be facsimile. In case
any officer who has signed or whose facsimile signature has been placed on any
such certificate shall have ceased to be such officer before such certificate is
issued, then, unless the Board of Directors shall otherwise determine and cause
notification thereof to be given to such transfer agent and registrar, such
certificate shall nevertheless be valid and may be issued by the corporation
(and by its transfer agent) and registered by its registrar with the same effect
as if he were such officer at the date of issue.

                                  ARTICLE XVIII

TRANSFERS OF STOCK

        1.  All transfers of shares of the corporation shall be made on the
books of the corporation by the registered holders of such shares in person or
by their attorneys lawfully constituted in writing, or by their legal
representatives.

        2.  Certificates for shares of stock shall be surrendered and canceled
at the time of transfer.

        3. To the extent that any provision of the Amended and Restated Rights
Agreement dated as of June 30, 1993, between the corporation and Chemical Bank,
as Rights Agent, imposes a restriction on the transfer of any securities of the
corporation, including, without limitation, the Rights, as defined in the
Amended and Restated Rights Agreement, such restriction is hereby authorized.

                                   ARTICLE XIX

FIXING RECORD DATE

        In order to make a determination of shareholders for any purpose,
including those who are entitled to notice of and to vote at any meeting of
shareholders or any adjourn ment thereof, or entitled to express consent in
writing to any corporate action without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or exchange
of stock, the Board of Directors may fix in advance a record date which shall
not be more than 70 days before the meeting or

                                       - 11 -

other action requiring such determination. Except as otherwise expressly
prescribed by statute, only shareholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting and any adjournment
thereof, or entitled to express such consent, or entitled to receive payment of
such dividend or other distribution or allotment of rights, or entitled to
exercise such rights in respect of change, conversion or exchange, or to take
such other action, as the case may be, notwithstanding any trans fer of shares
on the share transfer books of the corporation after any such record date fixed
as aforesaid.

                                   ARTICLE XX

REGISTERED SHAREHOLDERS

        The corporation shall be entitled to treat the holder of record of any
share or shares as the holder in fact thereof and, accordingly, shall not be
bound to recognize any equitable or other claim to or interest in such share on
the part of any other person, whether or not it shall have express or other
notice thereof, save as expressly provided by the laws of the Commonwealth of
Virginia.

                                   ARTICLE XXI

CHECKS

        All checks, drafts and other orders for the payment of money and all
promissory notes and other evidences of indebtedness of the corporation shall be
signed in such manner as may be determined by the Board of Directors.

                                  ARTICLE XXII

FISCAL YEAR

        The fiscal year of the corporation shall end on December 31 of each
year.

                                  ARTICLE XXIII

NOTICES AND WAIVER

        1. Whenever by statute, the Articles of Incorporation or these bylaws it
is provided that notice shall be given to any director or shareholder, such
provision shall not be construed to require personal notice, but such notice may
be given in writing, by mail, by depositing the same in the United States mail,
postage prepaid, directed to such

                                       - 12 -

shareholder or director at his address as it appears on the records of the
corporation, or, in default of other address, to such director or shareholder at
the registered office of the corporation in the Commonwealth of Virginia, and,
except for any meeting of directors to be held within 48 hours after such
notice, shall be deemed to be given at the time when the same shall be thus
deposited. Notice of special meetings of the Board of Directors may also be
given to any director by telephone, by telex or telecopy, or by telegraph or
cable, and in case of notice so given otherwise than by telephone, the notice
shall be deemed to be given at the time such notice, addressed to such director
at the address hereinabove provided, shall be acknowledged by reply telex or
telecopy or shall be transmitted or delivered to and accepted by an authorized
telegraph or cable office, as the case may be.

        2. Whenever by statute, the Articles of Incorporation or these bylaws a
notice is required to be given, a written waiver thereof, signed by the person
entitled to notice, whether before or after the time stated therein, and filed
with the corporate records or the minutes of the meeting, shall be equivalent to
notice. Attendance of any share holder or director at any meeting thereof shall
constitute a waiver of notice of such meeting by such shareholder or director,
as the case may be, except as otherwise provided by statute.

                                  ARTICLE XXIV

BYLAWS

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

                                       - 13 -

                                                                   Exhibit 10(d)

================================================================================

                             KEY EMPLOYEES' DEFERRED

                              COMPENSATION PROGRAM

                                       OF

                              THE PITTSTON COMPANY

                             _______________________

                             As Amended and Restated

                             as of January 19, 1996
                             _______________________

================================================================================

                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----
                                                                       
PREAMBLE         ............................................................  1

ARTICLE I          DEFINITIONS...............................................  2

ARTICLE II         ADMINISTRATION......,.....................................  6

   SECTION 1          Authorized Shares......................................  6

   SECTION 2          Administration.........................................  7

ARTICLE III        DEFERRAL OF CASH INCENTIVE PAYMENTS.......................  8

   SECTION 1          Definitions............................................  8

   SECTION 2          Eligibility............................................  8

   SECTION 3          Deferral of Cash Incentive Payments ...................  9

   SECTION 4          Matching Incentive Contributions....................... 10

   SECTION 5          Allocation of Deferred Amounts Among
                      Brink's Units, Burlington Units and
                      Minerals Units........................................  10

   SECTION 6          Irrevocability of Election............................  12

   SECTION 7          Conversion to Units...................................  12

   SECTION 8          Adjustments ..........................................  13

   SECTION 9          Dividends and Distributions...........................  13

   SECTION 10         Allocation of Units as of July 1, 1994................  14

   SECTION 11         Minimum Distribution..................................  14

ARTICLE IV         DEFERRAL OF SALARY........................................ 15

   SECTION 1          Definitions............................................ 15

   SECTION 2          Eligibility............................................ 15

   SECTION 3          Deferral of Salary..................................... 16

                                       (i)

 

                                                                           Page
                                                                           ----

   SECTION 4          Matching Salary Contributions.......................... 17

   SECTION 5          Allocation of Deferred Salary
                      Among Brink's Units, Burlington Units
                      and Minerals Units..................................... 18

   SECTION 6          Irrevocability of Election............................. 19

   SECTION 7          Conversion to Units.................................... 20

   SECTION 8          Adjustments............................................ 22

   SECTION 9          Dividends and Distributions............................ 23

   SECTION 10         Minimum Distribution................................... 24

ARTICLE V          SUPPLEMENTAL SAVINGS PLAN................................. 25

   SECTION 1          Definitions............................................ 25

   SECTION 2          Eligibility............................................ 26

   SECTION 3          Deferral of Compensation............................... 27

   SECTION 4          Matching Contributions................................. 28

   SECTION 5          Allocation of Deferred Amounts Among
                      Brink's Units, Burlington Units and
                      Minerals Units......................................... 30

   SECTION 6          Irrevocability of Election............................. 30

   SECTION 7          Conversion to Units.................................... 31

   SECTION 8          Adjustments............................................ 34

   SECTION 9          Dividends and Distributions............................ 35

ARTICLE VI         DISTRIBUTIONS............................................. 36

   SECTION 1          Certain Payments on Termination of Employment ......... 36

   SECTION 2          Payments Attributable to Matching Incentive
                      Contributions and Matching Salary Contributions
                      on Termination of Employment........................... 37

                                      (ii)

                                                                           Page
                                                                           ----

   SECTION 3          In-Service Distributions............................... 39

ARTICLE VII        DESIGNATION OF BENEFICIARY................................ 40

ARTICLE VIII       MISCELLANEOUS............................................. 41

   SECTION 1          Nontransferability of Benefits ........................ 41

   SECTION 2          Notices................................................ 42

   SECTION 3          Limitation on Rights of Employee ...................... 42

   SECTION 4          No Contract of Employment.............................. 43

   SECTION 5          Withholding............................................ 43

   SECTION 6          Amendment and Termination.............................. 44

                                            (iii)

                 Key Employees' Deferred Compensation Program of
                              The Pittston Company
                             As Amended and Restated
                             As of January 19, 1996

                                    PREAMBLE

               The Key Employees' Deferred Compensation Program of The Pittston
Company (the "Program"), as amended and restated as of January 19, 1996, is a
continuation of the Program as in effect immediately prior to such date. The
Program continues to provide an opportunity to certain employees to defer
receipt of (a) all or part of their cash incentive payments awarded under the
Key Employees Incentive Plan of The Pittston Company; (b) up to 50% of their
base salary; and (c) any or all amounts that are prevented from being deferred
as a matched contribution (and the related matching contribution) under the
Savings-Investment Plan of The Pittston Company and Its Subsidiaries ("Savings
Plan")), as a result of limitations imposed by Sections 401(a)(17), 401(k)(3),
402(g) and 415 of the Internal Revenue Code of 1986, as amended (the "Code").

               In order to align the interests of participants more closely to
the long-term interests of The Pittston Company (the "Company") and its
shareholders, effective June 1, 1995, the Program was amended to provide
matching contributions with respect to certain cash incentive awards and salary
deferrals and to provide that an amount

 

                                                                               2

equivalent to matching contributions that are not eligible to be made under the
Savings Plan as a result of limitations imposed by Code Section 401(m)(2)
shall be allocated under this Program.

               The Program is again amended and restated effective as of January
19, 1996, to reflect the redesignation of the Pittston Services Group Common
Stock as Brink's Group Common Stock and the creation of a new class of common
stock designated as Pittston Burlington Group Common Stock. The purpose of these
amendments is to encourage long-term employee investment in equivalents of the
three classes of common stock of the Company.

               The Program is an unfunded plan maintained primarily for the
purpose of providing deferred compensation for a select group of management or
highly compensated employees, within the meaning of Section 201(2) of the
Employee Retirement Income Security Act of 1974, as amended.

                                    ARTICLE I
                                   Definitions

               Wherever used in the Program, the following terms shall have the
meanings indicated:

               Brink's Stock: Pittston Brink's Group Common Stock, par value
$1.00 per share.

               Brink's Unit: The equivalent of one share of Brink's Stock
credited to an Employee's Incentive Account.

 

                                                                               3

               Burlington Stock: Pittston Burlington Group Common Stock, par
value $1.00 per share.

               Burlington Unit: The equivalent of one share of Burlington Stock
credited to an Employee's Incentive Account.

               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 Shares outstanding (exclusive of shares held by the Company's
Subsidiaries or Foreign 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 of
Directors of the Company 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

 

                                                                               4

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 ccur of the events specified in the
foregoing clauses (a) and (b).

               Code: The Internal Revenue Code of 1986, as amended from time to
time.

               Committee: The Compensation and Benefits Committee of the
Company's Board of Directors, which shall consist of members of the Board of
Directors who qualify as "disinterested persons" as described in
Rule 16b-3(c)(2)(i) promulgated under the Securities Exchange Act of 1934, as
amended.

               Company: The Pittston Company.

               Employee: Any resident of the United States of America who is in
the employ of the Company or a Subsidiary whose principal place of business is
located in the United States of America or any other individual designated by
the Committee.

               Foreign Subsidiary: Any corporation that is not incorporated in
the United States of America more than 80% of the outstanding voting stock of
which is owned by the Company, by the Company and one or more Subsidiaries
and/or Foreign Subsidiaries or by one or more Subsidiaries and/or Foreign
Subsidiaries.

                                                                               5

               Incentive Account: The account maintained by the Company for an
Employee to document the amounts deferred under the Program by such Employee and
any other amounts credited hereunder and the Units into which such amounts shall
be converted.

               Minerals Stock: Pittston Minerals Group Common Stock, par value
$1.00 per share.

               Minerals Unit: The equivalent of one share of Minerals Stock
credited to an Employee's Incentive Account.

               Program: This Key Employees' Deferred Compensation Program of The
Pittston Company, as in effect from time to time.

               Redesignation: The redesignation of Services Stock as Brink's
Stock and the creation and distribution of Burlington Stock as of January 19,
1996.

               Salary: The base salary paid to an Employee by the Company, a
Subsidiary or a Foreign Subsidiary for personal services determined prior to
reduction for any contribution made on a salary reduction basis.

               Shares: Brink's Stock, Burlington Stock or Minerals Stock, as the
case may be.

               Services Stock: Pittston Services Group Common Stock, par value
$1.00 per share.

               Subsidiary: Any corporation incorporated in the United States of
America more than 80% of the outstanding voting stock of which is owned by the
Company, by the

 

                                                                               6

Company and one or more Subsidiaries or by one or more Subsidiaries.

               Unit: A Brink's Unit, Burlington Unit or Minerals Unit, as the
case may be.

               Year: (a) With respect to the benefits provided pursuant to
Article III, the calendar year, and (b) with respect to the benefits provided
pursuant to Articles IV and V, the six- month period from July 1, 1994, through
December 31, 1994, and thereafter, the calendar year; provided, however that if
a newly- hired Employee becomes eligible to participate in the benefits provided
pursuant to Articles IV and/or V, on a day other than the first day of the Year,
the Year for purposes of Articles IV and V shall be the portion of the calendar
year during which the Employee is first eligible to participate in the benefits
provided thereunder.

                                   ARTICLE II
                                 Administration

               SECTION 1. Authorized Shares. The maximum number of Units that
may be credited hereunder is 248,191 Brink's Units, 124,095 Burlington Units and
100,000 Minerals Units. The number of Shares of each class that may be issued or
otherwise distributed hereunder will be equal to the number of Units (of each
class) that may be credited hereunder.

 

                                                                               7

               In the event of any change in the number of shares of Brink's
Stock, Burlington Stock or Minerals Stock outstanding by reason of any stock
split, stock dividend, recapitalization, merger, consolidation, reorganization,
combination, or exchange of shares, split-up, split-off, spin-off, liquidation
or other similar change in capitalization, any distribution to common
shareholders other than cash dividends, or any exchange of Minerals Stock for
Brink's Stock (or if no Brink's Stock is then outstanding, Burlington Stock), or
any exchange of Burlington Stock for Brink's Stock (or if no Brink's Stock is
then outstanding, Minerals Stock), a corresponding adjustment shall be made to
the number or kind of shares that may be deemed issued under the Program by the
Committee. Such adjustment shall be conclusive and binding for all purposes of
the Program.
 
               SECTION 2. Administration. The Committee is authorized to
construe the provisions of the Program and to make all determinations in
connection with the administration of the Program including, but not limited to,
the Employees who are eligible to participate in the benefits provided under
Articles III or IV. All such determinations made by the Committee shall be
final, conclusive and binding on all parties, including Employees participating
in the Program.

 

                                                                               8

                                   ARTICLE III
                       Deferral of Cash Incentive Payments

SECTION 1.  Definitions.  Whenever used in this Article III, the
following terms shall have the meanings indicated:

                      Cash Incentive Payment: A cash incentive payment
        awarded to an Employee for any Year under the Incentive
        Plan.

                      Incentive Plan: The Key Employees Incentive Plan
        of The Pittston Company, as in effect from time to time or
        any successor thereto.

                      Matching Incentive Contributions:  Matching
        contributions allocated to an Employee's Incentive Account
        pursuant to Section 4 of this Article III.

               SECTION 2. Eligibility. The Committee shall designate the key
management, professional or technical Employees who may defer all or part of
their Cash Incentive Payments for any Year pursuant to this Article III.

               An Employee designated to participate in this portion of the
Program pursuant to the preceding paragraph shall be eligible to receive a
Matching Incentive Contribution for a Year if (a) his or her Salary (on an
annualized basis) as of the preceding December 31 is at least equal to $150,000
(as adjusted for Years after 1995 to reflect the limitation in effect under Code
Section 401(a)(17) for the Year in which the Employee's election to participate
is filed) or (b) he or she is so

 

                                                                               9

designated by the Committee. Notwithstanding the foregoing, a newly hired
Employee will be eligible to receive a Matching Incentive Contribution for his
or her initial Year of employment if his or her Salary (on an annualized basis)
in effect on his or her first day of employment with the Company or a Subsidiary
will exceed the threshold amount determined pursuant to Code Section 401(a)(17)
for his or her initial calendar year of employment.

               SECTION 3. Deferral of Cash Incentive Payments. Each Employee
whom the Committee has selected to be eligible to defer a Cash Incentive Payment
for any Year pursuant to this Article III may make an election to defer all or
part (in multiples of 10%) of any Cash Incentive Payment which may be made to
him or her for such Year. Such Employee's election for any Year shall be made
prior to January 1 of such Year; provided, however, that with respect to the
1995 Year, an Employee who is eligible to receive a Matching Incentive
Contribution pursuant to Section 2 of this Article III may make such election at
any time prior to June 1, 1995, for Cash Incentive Payments paid for 1995 if he
or she (a) has not previously made a deferral election for 1995 or (b) wishes to
increase the percentage of his Cash Incentive Payment to be deferred. An
Incentive Account (which may be the same Incentive Account established pursuant
to Articles IV and/or V) shall be established for each Employee
making such election and Units in respect of

 

                                                                              10

such deferred payment shall be credited to such Incentive Account as provided
in Section 7 below.
           
               SECTION 4. Matching Incentive Contributions. Effective for the
1995 Year, each Employee who is eligible to receive Matching Incentive
Contributions pursuant to Section 2 of this Article III shall have a Matching
Incentive Contribution allocated to his or her Incentive Account. Such Matching
Incentive Contribution shall be equal to the amount of his or her Cash Incentive
Payment that he or she has elected to defer but not in excess of 10% of his or
her Cash Incentive Payment. The dollar amount of each Employee's Matching
Incentive Contributions shall be credited to his or her Incentive Account as of
the January 1 next following the Year in respect of which the Cash Incentive
Payment was made. Units in respect of such amounts shall be credited to such
Incentive Account as provided in Section 7 below.

               SECTION 5. Allocation of Deferred Amounts Among Brink's Units,
Burlington Units and Mineral Units. Unless the Committee determines otherwise
prior to the November 15 next preceding any Year, each Employee who elects to
defer a Cash Incentive Payment shall specify in his or her deferral election
what portion (in multiples of 10%) of such deferred Cash Incentive Payment shall
be converted into Brink's Units, Burlington Units and Minerals Units, in
accordance with Section 7 of this Article III. Notice of any

 

                                                                              11

determination by the Committee pursuant to this Section 5 with respect to any
Year shall be given prior to December 15 of the next preceding Year to each
Employee participating in the benefits provided pursuant to this Article III for
such Year.

               Matching Incentive Contributions credited on behalf of an
Employee employed by a Subsidiary or Foreign Subsidiary in the (a) Pittston
Brink's Group shall be converted into Brink's Units, (b) Pittston Burlington
Group shall be converted into Burlington Units or (c) Pittston Minerals Group
shall be converted into Minerals Units, in each case in accordance with
Section 7 of this Article III. Matching Incentive Contributions credited on
behalf of an Employee employed by the Company will be converted into Brink's
Units, Burlington Units and Minerals Units in the proportion that the aggregate
fair market value of outstanding Shares of each of Brink's Stock, Burlington
Stock and Minerals Stock, as the case may be, as reported on the New York Stock
Exchange Composite Transaction Tape as of the last trading day of the Year
preceding the Year in respect of which the underlying Cash Incentive Payment was
made bears to the aggregate price of all such Shares on such date; provided,
however, that such determination shall be made exclusive of Shares held by The
Chase Manhattan Bank (National Association), as trustee under the Trust
Agreement dated December 7, 1992, as amended.

 

                                                                              12

               SECTION 6. Irrevocability of Election. Except as provided in
Section 3 of this Article III, an election to defer Cash Incentive Payments and
the allocation of the deferred amounts among Brink's Units, Burlington Units and
Minerals Units under the Program for any Year shall be irrevocable after the
first day of such Year.

               SECTION 7. Conversion to Units. The amount of an Employee's
deferred Cash Incentive Payment (and related Matching Incentive Contributions)
for any Year shall be converted to Brink's Units, Burlington Units and/or
Minerals Units in accordance with such Employee's election for such Year (or in
the case of Matching Incentive Contributions, in accordance with Section 5 of
this Article III) and shall be credited to such Employee's Incentive Account as
of the January 1 next following the Year in respect of which the Cash Incentive
Payment was made. The number (computed to the second decimal place) of Units so
credited shall be determined by dividing the aggregate amount of the deferred
Cash Incentive Payment and related Matching Incentive Contributions credited to
the Employee's Incentive Account for such Year to be allocated to each class of
Units by the average of the high and low per share quoted sale prices of Brink's
Stock, Burlington Stock or Minerals Stock, as the case may be, as reported on
the New York Stock Exchange Composite Transaction Tape on each trading day
during the

 

                                                                              13

month of December of the Year immediately prior to the crediting of Units.

               SECTION 8. Adjustments. The Committee shall determine such
equitable adjustments in the Units credited to each Incentive Account as may be
appropriate to reflect any stock split, stock dividend, recapitalization,
merger, consolidation, reorganization, combination, or exchange of shares,
split-up, split-off, spin-off, liquidation or other similar change in
capitalization, any distribution to common shareholders other than cash
dividends or any exchange of Minerals Stock for Brink's Stock (or, if no Brink's
Stock is then outstanding, Burlington Stock), or any exchange of Burlington
Stock for Brink's Stock (or, if no Brink's Stock is then outstanding, Minerals
Stock).
  
               SECTION 9. Dividends and Distributions. Whenever a cash dividend
or any other distribution is paid with respect to shares of Brink's Stock,
Burlington Stock or Minerals Stock, the Incentive Account of each Employee will
be credited with an additional number of Brink's Units, Burlington Units or
Minerals Units equal to the number of shares of Brink's Stock, Burlington Stock
or Minerals Stock, including fractional shares (computed to the second decimal
place), that could have been purchased had such dividend or other distribution
been paid to the Incentive Account on the payment date for such dividend or
distribution based on the number of shares of the class giving rise to the
dividend or

 

                                                                              14

distribution represented by Units in such Incentive Account as of such date and
assuming the amount of such dividend or value of such distribution had been used
to acquire additional Units of the class giving rise to the dividend or other
distribution. Such additional Units shall be deemed to be purchased at the
average of the high and low per share quoted sale prices of Brink's Stock,
Burlington Stock or Minerals Stock, as the case may be, as reported on the
New York Stock Exchange Composite Transaction Tape on the payment date for the
dividend or other distribution. The value of any distribution in property will
be determined by the Committee.

               SECTION 10. Allocation of Units as of July 1, 1994. As of July 1,
1994, the number of Units credited to an Employee's Incentive Account shall be
equal to the number of Units credited to his Incentive Account as of June 30,
1994, under the Key Employees Deferred Payment Program of The Pittston Company.

               SECTION 11. Minimum Distribution. Distributions shall be made in
accordance with Article VI; provided, however, that the aggregate value of the
Brink's Stock, Burlington Stock or Minerals Stock and cash distributed to an
Employee (and his or her beneficiaries) in respect of all Units standing to his
or her credit in his or her Incentive Account attributable to deferrals of Cash
Incentive Payments (including related dividends but not Matching Incentive

 

                                                                              15

Contributions) shall not be less than the aggregate amount of Cash Incentive
Payments and dividends (credited to his or her Incentive Account pursuant to
Section 9) in respect of which such Units were initially so credited. The value
of the Brink's Stock, Burlington Stock or Minerals Stock, so distributed shall
be considered equal to the average of the high and low per share quoted sale
prices of Brink's Stock, Burlington Stock or Minerals Stock, as the case may be,
as reported on the New York Stock Exchange Composite Transaction Tape for the
last trading day of the month preceding the month of distribution.

                                   ARTICLE IV

                               Deferral of Salary

                      SECTION 1.  Definitions.  Wherever used in this
        Article IV, the following term shall have the meaning indicated:

                      Matching Salary Contributions:  Matching
        contributions allocated to an Employee's Incentive Account
        pursuant to Section 4 of this Article IV.

               SECTION 2. Eligibility. An Employee may participate in the
benefits provided pursuant to this Article IV for any Year if (a) his or her
Salary (on an annualized basis) as of the preceding December 31 (June 30 for the
1994 year) is at least equal to $150,000 (as adjusted for Years after 1994 to
reflect the limitation in

                                                                              16

effect under Code Section 401(a)(17) for the Year in which the Employee's
election to participate is filed) or (b) he or she is designated by the
Committee as eligible to participate. Notwithstanding the foregoing, a newly
hired Employee will be eligible to defer a portion of his or her Salary during
his or her initial Year of employment if his or her Salary (on an annualized
basis) in effect on his or her first day of employment with the Company or a
Subsidiary will exceed the threshold amount determined pursuant to Code
Section 401(a)(17) for his or her initial calendar year of employment.

               Except as otherwise provided by the Committee, an Employee who is
eligible to defer a portion of his or her Salary shall continue to be so
eligible unless his or her Salary for any Year (on an annualized basis) is less
than $150,000, in which case he or she shall be ineligible to participate in the
benefits provided under this Article IV until his or her Salary again exceeds
the threshold amount determined pursuant to Code Section 401(a)(17) for the Year
prior to the Year of participation.

               SECTION 3. Deferral of Salary. Each Employee who is eligible to
defer Salary for any Year pursuant to this Article IV may elect to defer up to
50% (in multiples of 5%) of his or her Salary for such Year; provided, however,
that in the case of a newly hired Employee who is eligible to participate for
his or her initial Year of employment, only

 

                                                                              17

up to 50% of Salary earned after he or she files a deferral election with the
Committee may be deferred. Such Employee's initial election for any Year shall
be made prior to the first day of such Year or within 30 days after his or her
initial date of employment, if later; provided, however, that with respect to
the 1995 Year, an eligible Employee may make such election at any time prior to
June 1, 1995, if he (a) has not previously made a deferral election under this
Article IV for 1995 or (b) wishes to increase the percentage of his Salary to be
deferred for 1995. Such election under (a) or (b) shall apply only to Salary
earned after June 1, 1995. An election to defer Salary shall remain in effect
for subsequent Years unless and until a new election is filed with the Committee
by the December 31 preceding the Year for which the new election is to be
effective. An Incentive Account (which may be the same Incentive Account
established pursuant to Articles III and/or V) shall be established for each
Employee making such election and such Incentive Account shall be credited as of
the last day of each month with the dollar amount of deferred Salary for such
month pursuant to such election. Units in respect of such amounts shall be
credited to such Incentive Account as provided in Section 7 below.

               SECTION 4. Matching Salary Contributions. Effective June 1, 1995,
each Employee who has deferred a percentage of his Salary for a Year pursuant to
Section 2 of

                                                                              18

this Article IV shall have Matching Salary Contributions allocated to his or her
Incentive Account. Such Matching Salary Contributions shall be equal to 100% of
the first 10% of his Salary that he or she has elected to defer for the Year
(earned after June 1, 1995, for the 1995 Year). The dollar amount of each
Employee's Matching Salary Contributions shall be credited to his or her
Incentive Account as of the last day of each month. Units in respect of such
amounts shall be credited to such Incentive Account as provided in Section 7
below.

               SECTION 5. Allocation of Deferred Salary Among Brink's Units,
Burlington Units and Minerals Units. Unless the Committee otherwise determines
prior to the November 15 next preceding any Year, each Employee who elects to
defer a portion of his or her Salary shall specify what portion (in multiples of
10%) of such deferred Salary shall be converted into Brink's Units, Burlington
Units and Minerals Units, in accordance with Section 7 of this Article IV.
Notice of any determination by the Committee pursuant to this Section 5 with
respect to any Year shall be given prior to December 15 of the next preceding
Year to each Employee participating in the benefits provided pursuant to this
Article IV for such Year.

               Matching Salary Contributions credited on behalf of an Employee
employed by a Subsidiary or Foreign Subsidiary in the (a) Pittston Brink's Group
shall be

                                                                              19

converted into Brink's Units, (b) Pittston Burlington Group shall be
converted into Burlington Units or (c) Pittston Minerals Group shall be
converted into Minerals Units, in each case in accordance with Section 7 of this
Article IV. Matching Salary Contributions credited on behalf of an Employee
employed by the Company will be converted into Brink's Units, Burlington Units
and Minerals Units in the proportion that the aggregate fair market value of
outstanding Shares of each of Brink's Stock, Burlington Stock and Minerals
Stock, as the case may be, as reported on the New York Stock Exchange Composite
Transaction Tape as of the last trading day of the Year preceding the Year in
which the deferred Salary was earned bears to the aggregate fair market value of
all such Shares on such date; provided, however, that such determination shall
be made exclusive of Shares held by The Chase Manhattan Bank (National
Association), as trustee under the Trust Agreement dated December 7, 1992, as
amended.
        
               SECTION 6. Irrevocability of Election. Except as provided in
Section 3 of this Article IV, an election to defer Salary and the allocation of
the deferred Salary among Brink's Units, Burlington Units and Minerals Units
under the Program for any Year shall be irrevocable after the first day of such
Year or after 30 days after his or her initial date of employment, if later.

 

                                                                             20

               SECTION 7. Conversion to Units. The amount of an Employee's
deferred Salary (and related Matching Salary Contributions) for any Year shall
be converted to Brink's Units, Burlington Units and/or Minerals Units in
accordance with such Employee's election for such Year (or in the case of
Matching Salary Contributions, in accordance with Section 5 of this Article IV)
and shall be credited to such Employee's Incentive Account as of the January 1
next following the Year in which such Salary was earned. The number (computed to
the second decimal place) of Units so credited shall be determined by dividing
the aggregate amount of all such deferred Salary (and related Matching Salary
Contributions) credited to his or her Incentive Account for such Year to be
allocated to each class of Shares by the average of the high and low per share
quoted sale prices (including any sale prices determined on a when issued basis)
of Brink's Stock, Burlington Stock or Minerals Stock, as the case may be, as
reported on the New York Stock Exchange Composite Transaction Tape for each
trading day during the Year immediately prior to the crediting of Units.

               In addition, an additional number of Units shall be credited to
an Employee's Incentive Account as of the January 1 next following such Year in
the event a dividend or other distribution is paid with respect to shares of
Brink's Stock, Burlington Stock or Minerals Stock during the Year. The number of
additional Units shall be equal to the

                                                                              21

number of shares of Brink's Stock, Burlington Stock or Minerals Stock, including
fractional shares (computed to the second decimal place), that could have been
purchased if (a) the number of Brink's Units, Burlington Units or Minerals
Units, credited to the Employee's Incentive Account for the Year pursuant to the
preceding paragraph had been credited ratably throughout the Year, (b) the
dividend or other distribution had been paid to the Incentive Account on the
payment date based on the number of Shares of the class giving rise to such
dividend or distribution represented by the Units credited pursuant to (a) above
had a ratable number of Units been credited on the record date for the dividend
or distribution, and (c) such dividend or the value of such distribution had
been used to acquire additional Units of the class giving rise to the dividend
or other distribution. Such additional Units shall be deemed to be purchased at
the average of the high and low per share quoted sale prices of Brink's Stock,
Burlington Stock or Minerals Stock, as the case may be, as reported on the New
York Stock Exchange Composite Transaction Tape on the payment date for the
dividend or other distribution. The value of any distribution in property will
be determined by the Committee.

              Upon the Employee's termination of employment, any cash amounts
not converted into Units credited to his or her Incentive Account in dollars
shall be converted into Brink's

                                                                              22

Units, Burlington Units and/or Minerals Units in accordance with the Employee's
election for the Year of termination in the manner described in this Section 7
based on the quoted sale prices (including any sale prices determined on a when
issued basis) of Brink's Stock, Burlington Stock or Minerals Stock, as the case
may be, as reported on the New York Stock Exchange Composite Transaction Tape
for each trading day during the portion of the Year preceding the month of
termination. Such Employee's Incentive Account shall also be credited with an
additional number of Units in the event a dividend or other distribution is paid
with respect to shares of Brink's Stock, Burlington Stock or Minerals Stock
during the Year prior to his or her termination of employment. The additional
number of Units shall be determined in accordance with this Section 7 assuming
that the number of Brink's Units, Burlington Units and Minerals Units, credited
to his or her Incentive Account during the Year as a result of his or her
termination of employment had been credited ratably during the portion of the
Year preceding his or her termination.

               SECTION 8. Adjustments. The Committee shall determine such
equitable adjustments in the Units credited to each Incentive Account as may be
appropriate to reflect any stock split, stock dividend, recapitalization,
merger, consolidation, reorganization, combination, or exchange of shares,
split-up, split-off, spin-off, liquidation or other

 

                                                                              23

similar change in capitalization, or any distribution to common shareholders
other than cash dividends or any exchange of Minerals Stock for Brink's Stock
(or, if no Brink's Stock is then outstanding, Burlington Stock) or any exchange
of Burlington Stock for Brink's Stock (or if no Brink's Stock is then
outstanding, Minerals Stock).

               SECTION 9. Dividends and Distributions. Whenever a cash dividend
or any other distribution is paid with respect to shares of Brink's Stock,
Burlington Stock or Minerals Stock, the Incentive Account of each Employee will
be credited with an additional number of Brink's Units, Burlington Units or
Minerals Units equal to the number of shares of Brink's Stock, Burlington Stock
or Minerals Stock, including fractional shares (computed to the second decimal
place), that could have been purchased had such dividend or other distribution
been paid to the Incentive Account on the payment date for such dividend or
distribution based on the number of shares of the class giving rise to the
dividend or distribution represented by the Units in such Incentive Account as
of such date and assuming the amount of such dividend or value of such
distribution had been used to acquire additional Units of the class giving rise
to the dividend or other distribution. Such additional Units shall be deemed to
be purchased at the average of the high and low per share quoted sale prices of
Brink's Stock, Burlington Stock or Minerals Stock, as the case may be, as
reported on

                                                                              24

the New York Stock Exchange Composite Transaction Tape on the payment date for
the dividend or other distribution. The value of any distribution in
property will be determined by the Committee.

               SECTION 10. Minimum Distribution. Distributions shall be made in
accordance with Article VI; provided, however, the aggregate value of the
Brink's Stock, Burlington Stock and Minerals Stock, and cash distributed to an
Employee (and his or her beneficiaries) in respect of all Units standing to his
or her credit in his or her Incentive Account attributable to the deferral of
Salary (including related dividends but not Matching Salary Contributions) shall
not be less than the aggregate amount of Salary and dividends in respect of
which such Units were initially so credited. The value of the Brink's Stock,
Burlington Stock and Minerals Stock, so distributed shall be considered equal to
the average of the high and low per share quoted sale prices of Brink's Stock,
Burlington Stock and/or Minerals Stock, as the case may be, as reported on the
New York Stock Exchange Composite Transaction Tape for the last trading day of
the month preceding the month of distribution.

 

                                                                              25
 
                                    ARTICLE V
                            Supplemental Savings Plan

               SECTION 1. Definitions. Whenever used in this Article V, the
following terms shall have the meanings indicated:

                    Compensation: The regular wages received during any pay
             period by an Employee while a participant in the Savings Plan for
             services rendered to the Company or any Subsidiary that
             participates in the Savings Plan, including any commissions or
             bonuses, but excluding any overtime or premium pay, living or other
             expense allowances, or contributions by the Company or such
             Subsidiaries to any plan of deferred compensation, and determined
             without regard to the application of any salary reduction election
             under the Savings Plan. Bonuses paid pursuant to the Incentive Plan
             shall be considered received in the Year in which they are payable
             whether or not such bonus is deferred pursuant to Article III
             hereof.

                    Incentive Plan: The Key Employees Incentive Plan of The
             Pittston Company, as in effect from time to time or any successor
             thereto.
                   
                    Matching Contributions: Amounts allocated to an Employee's
             Incentive Account pursuant to Section 4 of this Article V.

 

                                                                              26

                    Savings Plan: The Savings-Investment Plan of The Pittston
             Company and Its Subsidiaries, as in effect from time to time.
  
               SECTION 2. Eligibility. An Employee may participate in the
benefits provided pursuant to this Article V for any Year if his or her Salary
(or an annualized basis) as of the preceding December 31 (June 30 for the 1994
Year) is at least equal to $150,000 (as adjusted for Years after 1994 to reflect
the limitation in effect under Code Section 401(a)(17) for the Year in which the
Employee's election to participate is filed). Notwithstanding the foregoing, a
newly hired Employee is eligible to participate in the benefits provided
pursuant to this Article V if his or her Salary (on an annualized basis) in
effect on his or her first day of employment with the Company or a Subsidiary
will exceed the threshold amount determined pursuant to Code Section 401(a)(17)
for his or her initial calendar year of employment.

               Except as otherwise provided by the Committee, an Employee who is
eligible to participate in the benefits provided pursuant to this Article V
shall continue to be so eligible unless his or her Salary for any Year is less
than $150,000, in which case he or she shall be ineligible to participate in the
benefits provided under this Article V until his or her Salary again exceeds the
threshold amount

 

                                                                              27
determined pursuant to Code Section 401(a)(17) for the Year prior to the Year
of participation.
   
               SECTION 3. Deferral of Compensation. Effective July 1, 1994, each
Employee who is not permitted to defer the maximum percentage of his or her
Compensation that may be contributed as a matched contribution under the Savings
Plan for any Year as a result of limitations imposed by Sections 401(a)(17),
401(k)(3), 402(g) and/or 415 of the Code may elect to defer all or part of the
excess of (a) such maximum percentage (five percent for 1994) of his or her
Compensation for the calendar year (without regard to any limitation on such
amount imposed by Code Section 401(a)(17)) over (b) the amount actually
contributed on his or her behalf under the Savings Plan for such calendar year
as a matched contribution; provided, however, that with respect to the 1994
Year, only Compensation paid after July 1, 1994, may be deferred. In order to be
permitted to defer any portion of his or her Compensation pursuant to this
Section 3 of Article V, the Employee must elect to defer the maximum amount
permitted as a matched contribution for the calendar year under the Savings
Plan. Such Employee's initial election hereunder for any Year shall be made
prior to the first day of such Year or prior to the date on which he or she is
first eligible to participate in the Savings Plan, if later. Such election shall
remain in effect for subsequent Years unless and until a new election

 

                                                                              28

is filed with the Committee by the December 31 preceding the Year for which the
new election is to be effective. An Incentive Account (which may be the same
Incentive Account established pursuant to Article III and/or IV) shall be
established for each Employee making such election and such Incentive Account
shall be credited as of the last day of each month with the dollar amount of the
Compensation deferred for such month pursuant to such election; provided,
however, that in the event an Employee is not permitted to defer the maximum
percentage of his or her Compensation that may be contributed as a matched
contribution under the Savings Plan for any year as a result of the limitation
imposed by Code Section 401(k)(3), such excess contribution shall be distributed
to the Employee, his Compensation paid after the date of the distribution shall
be reduced by that amount and such amount shall be allocated to his Incentive
Account as of the January 1 next following the Year for which the excess
contribution was made under the Savings Plan. Units in respect of such amounts
shall be credited to such Incentive Account as provided in Section 7 below.

               SECTION 4. Matching Contributions. Each Employee who elects to
defer a portion of his or her Compensation for a Year pursuant to Section 3 of
this Article V shall have a Matching Contribution allocated to his or her
Incentive Account equal to the rate of matching contributions in effect for such
Employee under the Savings Plan for such

                                                                              29

Year multiplied by the amount elected to be deferred pursuant to Section 3 above
for each month in such Year. The dollar amount of each Employee's Matching
Contributions for each month shall be credited to his or her Incentive Account
as of the last day of each month.

               Subject to the approval of the shareholders of the Company at the
1995 annual meeting, if an Employee is participating in this portion of the
Program pursuant to Section 2 of this Article V and his or her matching
contribution under the Savings Plan for 1994 or any later year will be reduced
as a result of the nondiscrimination test contained in Code Section 401(m)(2),
(a) to the extent such matching contribution is forfeitable, it shall be
forfeited and that amount shall be allocated to his or her Incentive Account as
a Matching Contribution or(b) to the extent such matching contribution is not
forfeitable, it shall be distributed to the Employee, his Compensation paid
after the date of the distribution shall be reduced by that amount and such
amount shall be allocated to his or her Incentive Account as a Matching
Contribution. The dollar amount of such Matching Contribution shall be allocated
to each Employee's Incentive Account as of the January 1 next following the Year
for which the matching contribution was made under the Savings Plan. Units in
respect of such contribution shall be credited to the Employee's Incentive
Account as provided in Section 7 below.

                                                                              30

               SECTION 5. Allocation of Deferred Amounts Among Brink's Units,
Burlington Units and Minerals Units. Unless the Committee otherwise determines
prior to the November 15 next preceding any Year, each Employee who elects to
defer Compensation shall specify in his or her deferral election what portion of
such deferred Compensation shall be converted (in multiples of 10%) into Brink's
Units, Burlington Units and Minerals Units, in accordance with Section 7 of this
Article V. Matching Contributions shall be allocated among Brink's Units,
Burlington Units and Minerals Units in the same proportion as deferrals of
Compensation. Notice of any determination by the Committee pursuant to this
Section 5 with respect to any Year shall be given prior to December 15 of the
next preceding Year to each Employee participating in the benefits provided
pursuant to this Article V for such Year.
 
               SECTION 6. Irrevocability of Election. An election to defer
amounts and the allocation of the deferred amounts among Brink's Units,
Burlington Units and Mineral Units under the Program for any Year shall be
irrevocable after the first day of such Year or prior to the date on which he or
she is first eligible to participate in the Savings Plan, if later.

 

                                                                              31

               SECTION 7. Conversion to Units. The amount of an Employee's
deferred Compensation and Matching Contributions for any Year shall be converted
to Brink's Units, Burlington Units and/or Minerals Units in accordance with such
Employee's election for such Year and shall be credited to such Employee's
Incentive Account as of the January 1 next following the Year in which such
Compensation was earned or for which the Matching Contribution was made. The
number (computed to the second decimal place) of Units so credited shall be
determined by dividing the aggregate amount of all such amounts credited to the
Employee's Incentive Account for such Year to be allocated to each class of
Shares attributable to (a) the deferral of amounts awarded under the Incentive
Plan (including related Matching Contributions) by the average of the high and
low per share quoted sale prices of Brink's Stock, Burlington Stock or Minerals
Stock, as the case may be, as reported on the New York Stock Exchange Composite
Transaction Tape on each trading day during the month of December of the Year
immediately prior to the crediting of such Units, (b) Compensation and Matching
Contributions allocated to an Incentive Account as a result of failing to
satisfy the tests included in Code Sections 401(k)(3) or 401(m)(2) under the
Savings Plan by the average of the high and low per share quoted sales prices of
Brink's Stock, Burlington Stock or Minerals Stock, as the case may be, as
reported on the

 

                                                                              32

New York Stock Exchange Composite Transaction Tape on each trading day during
the month of April of the Year in which such Units are credited to the
Employee's Incentive Account and (c) the deferral of all other Compensation
(including related Matching Contributions) by the average of the high and low
per share quoted sale prices of Brink's Stock, Burlington Stock or Minerals
Stock, as the case may be, as reported on the New York Stock Exchange Composite
Transaction Tape (i) on each trading day during the period commencing on the
first day of the month after the Employee's salary (as such term is defined in
the Savings Plan) equals the maximum amount of considered compensation for such
Year pursuant to Code Section 401(a)(17) and ending on December 31 or (ii) in
the event the Employee's salary equals the maximum amount of considered
compensation in December, on the first trading day in the following January.

               In addition, an additional number of Units shall be credited to
an Employee's Incentive Account as of the January 1 of the following Year in the
event a dividend or other distribution is paid with respect to shares of Brink's
Stock, Burlington Stock or Minerals Stock during the Year. The number of
additional Units shall be equal to the number of shares of Brink's Stock,
Burlington Stock and Minerals Stock, including fractional shares (computed to
the second decimal place), that could have been purchased if (a) the number of
Brink's Units, Burlington Units and Minerals

                                                                              33

Units, credited to the Employee's Incentive Account, for the Year pursuant to
the preceding paragraph had been credited ratably throughout the portion of the
Year commencing on the first day of the month after the Employee's salary (as
defined in the Savings Plan) equals the maximum amount of considered
compensation for such Year pursuant to Code Section 401(a)(17), (b) the dividend
or other distribution had been paid to the Incentive Account on the payment date
based on the number of shares of the class giving rise to such dividend or
distribution represented by the Units credited pursuant to (a) above had a
ratable number of Units been credited on the record date for the dividend or
distribution, and (c) such dividend or the value of such distribution had been
used to acquire additional Units of the class giving rise to the dividend or
other distribution. Such additional Units shall be deemed to be purchased at the
average of the high and low per share quoted sale prices of Brink's Stock,
Burlington Stock or Minerals Stock, as the case may be, as reported on the New
York Stock Exchange Composite Transaction Tape on the payment date for the
dividend or other distribution. The value of any distribution in property will
be determined by the Committee.

               Upon the Employee's termination of employment, any cash amounts
not converted into Units credited to his or her Incentive Account in dollars
shall be converted into Brink's

                                                                              34

Units, Burlington Units and/or Minerals Units in accordance with the Employee's
election for the Year of termination in the manner described in this Section 7
based on the quoted sale prices (including any sale prices determined on a when
issued basis) of Brink's Stock, Burlington Stock or Minerals Stock, as the case
may be, as reported on the New York Stock Exchange Composite Transaction Tape
for each trading day during the portion of the Year preceding the month of
termination. Such Employee's Incentive Account shall also be credited with an
additional number of Units in the event a dividend or other distribution is paid
with respect to shares of Brink's Stock, Burlington Stock or Minerals Stock
during the Year prior to his or her termination of employment. The additional
number of Units shall be determined in accordance with this Section 7 assuming
that the number of Brink's Units, Burlington Units and Minerals Units credited
to his or her Incentive Account during the Year as a result of his or her
termination of employment had been credited ratably during the portion of the
Year preceding his or her termination.

               SECTION 8. Adjustments. The Committee shall determine such
equitable adjustments in the Units credited to each Incentive Account as may be
appropriate to reflect any stock split, stock dividend, recapitalization,
merger, consolidation, reorganization, combination, or exchange of shares,
split-up, split-off, spin-off, liquidation or other

                                                                              35

similar change in capitalization, any distribution to common shareholders other
than cash dividends or any exchange of Minerals Stock for Brink's Stock (or, if
no Brink's Stock is then outstanding, Burlington Stock), or any exchange of
Burlington Stock for Brink's Stock (or, if no Brink's Stock is then outstanding,
Minerals Stock).

               SECTION 9. Dividends and Distributions. Whenever a cash dividend
or any other distribution is paid with respect to shares of Brink's Stock,
Burlington Stock or Minerals Stock, the Incentive Account of each Employee will
be credited with an additional number of Brink's Units, Burlington Units and/or
Minerals Units, equal to the number of shares of Brink's Stock, Burlington Stock
and Minerals Stock, including fractional shares (computed to the second decimal
place), that could have been purchased had such dividend or other distribution
been paid to the Incentive Account on the payment date for such dividend or
distribution based on the number of shares of the class giving rise to the
dividend or other distribution represented by the Units in such Incentive
Account as of such date and assuming that the amount of such dividend or value
of such distribution had been used to acquire additional Units of the class
giving rise to the dividend or other distribution. Such additional Units shall
be deemed to be purchased at the average of the high and low per share quoted
sale prices of Brink's Stock, Burlington Stock or

                                                                              36

Minerals Stock, as the case may be, as reported on the New York Stock Exchange
Composite Transaction Tape on the payment date for the dividend or other
distribution. The value of any distribution in property will be determined by
the Committee.

                                   ARTICLE VI
                                  Distributions

               SECTION 1. Certain Payments on Termination of Employment. Each
Employee who has an Incentive Account shall receive a distribution in Brink's
Stock, Burlington Stock or Minerals Stock, in respect of all Units standing to
the credit of such Employee's Incentive Account (other than Units attributable
to Matching Incentive Contributions, Matching Salary Contributions and dividends
related thereto), in a single lump-sum distribution as soon as practicable
following his or her termination of employment; provided, however, that an
Employee may elect, at least 12 months prior to his or her termination of
employment to receive distribution of the Shares represented by the Units
credited to his or her Incentive Account in equal annual installments (not more
than ten) commencing on the first day of the month next following the date of
his or her termination of employment (whether by death, disability, retirement
or otherwise) or as promptly as practicable thereafter. Such Employee may at any
time elect to change

                                                                              37

the manner of such payment, provided that any such election is made at least
12 months in advance of his or her termination of employment.

               The number of shares of Brink's Stock, Burlington Stock or
Minerals Stock to be included in each installment payment shall be determined by
multiplying the number of Brink's Units, Burlington Units or Minerals Units,
respectively, in the Employee's Incentive Account as of the lst day of the month
preceding the initial installment payment and as of each succeeding anniversary
of such date by a fraction, the numerator or which is one and the denominator of
which is the number of remaining installments (including the current
installment).

               Any fractional Units shall be converted to cash based on the
average of the high and low per share quoted sale prices of the Brink's Stock,
Burlington Stock or Minerals Stock, as the case may be, as reported on the New
York Stock Exchange Composite Transaction Tape, on the last trading day of the
month preceding the month of distribution and shall be paid in cash.

               SECTION 2. Payments Attributable to Matching Incentive
Contributions and Matching Salary Contributions on Termination of Employment. In
the event of the termination of employment of an Employee as a result of
(a) death, (b) retirement after satisfying the requirements for early or normal
retirement under a pension plan sponsored by the

                                                                              38

Company or a Subsidiary in which the Employee participated, (c) total and
permanent disability (as defined in the Company's long-term disability plan) or
(d) termination of employment for any reason within three years following a
Change in Control, the Employee shall receive a distribution of Brink's Stock,
Burlington Stock or Minerals Stock, in respect of all Units standing to the
credit of such Employee's Incentive Account attributable to Matching Incentive
Contributions, Matching Salary Contributions and dividends related thereto in
the same manner as provided in Section 1 of this Article VI for the distribution
of other Units standing to the credit of such Employee's Incentive Account.

               In the event of a termination of employment for a reason not
described in the preceding paragraph, the Employee shall forfeit the Units in
his or her Incentive Account attributable to Matching Incentive Contributions,
Matching Salary Contributions and dividends related thereto for the Year in
which the termination occurs. Such Employee shall be vested in the remaining
Units standing to the credit of such Employee in his or her Incentive Account
attributable to Matching Incentive Contributions, Matching Salary Contributions
and dividends related thereto in accordance with the following schedule:

 

                                                                              39

  Months of Participation                                    Vested Percentage
  -----------------------                                    -----------------
                                                               
less than 36                                                          0
at least 36 but less than 48                                         50%
at least 48 but less than 60                                         75%
60 or more                                                          100%

An Employee shall receive credit for one "month of participation" for each
calendar month during which a deferral election is in effect pursuant to
Section 3 of Articles III or IV. Brink's Stock, Burlington Stock or Minerals
Stock, in respect of the vested Units standing to the credit of such Employee
attributable to Matching Incentive Contributions, Matching Salary Contributions
and dividends related thereto shall be distributed in a single lump sum as soon
as practicable following the third anniversary of his or her termination of
employment.

               SECTION 3. In-Service Distributions. Any Employee may make an
election, on or before December 31 of any Year, to receive a distribution in
Brink's Stock, Burlington Stock or Minerals Stock in a lump sum or in not more
than ten equal annual installments, on or commencing as of January 1 of the
second following Year (or as promptly as practicable thereafter), in respect of
all Brink's Units, Burlington Units and Minerals Units (other than Units
attributable to Matching Incentive Contributions, Matching Salary Contributions
and dividends related thereto) standing to his or her credit in such Incentive
Account as of such January 1; provided, however, that no such election shall be

 

                                                                              40

effective if (a) such Employee has outstanding at such December 31 an election
pursuant to Article III, IV or V to defer any amounts hereunder or (b) such
Employee's employment shall terminate for any reason prior to such January 1.
Such election to receive a distribution or distributions shall be irrevocable,
except that it may be revoked, and a new election may be made, at any time prior
to such December 31. The number of shares of Brink's Stock, Burlington Stock or
Minerals Stock (and the amount of cash representing fractional Units) to be
distributed shall be determined in the same manner as provided in Section 1 of
this Article VI.

                                   ARTICLE VII
                           Designation of Beneficiary

               An Employee may designate in a written election filed with the
Committee a beneficiary or beneficiaries (which may be an entity other than a
natural person) to receive all distributions and payments under the Program
after the Employee's death. Any such designation may be revoked, and a new
election may be made, at any time and from time to time, by the Employee without
the consent of any beneficiary. If the Employee designates more than one
beneficiary, any distributions and payments to such beneficiaries shall be made
in equal percentages unless the Employee has designated otherwise, in which case
the

                                                                              41

distributions and payments shall be made in the percentages designated by the
Employee. If no beneficiary has been named by the Employee or no beneficiary
survives the Employee, the remaining Shares (including fractional Shares) in the
Employee's Incentive Account shall be distributed or paid in a single sum to the
Employee's estate. In the event of a beneficiary's death after installment
payments to the beneficiary have commenced, the remaining installments will be
paid to a contingent beneficiary, if any, designated by the Employee or, in the
absence of a surviving contingent beneficiary, the remaining Shares (including
fractional Shares) shall be distributed or paid to the primary beneficiary's
estate in a single distribution. All distributions shall be made in Shares
except that fractional shares shall be paid in cash.

                                  ARTICLE VIII
                                  Miscellaneous

               SECTION 1. Nontransferability of Benefits. Except as provided in
Article VII, Units credited to an Incentive Account shall not be transferable by
an Employee or former Employee (or his or her beneficiaries) other than by will
or the laws of descent and distribution or pursuant to a domestic relations
order. No Employee, no person claiming through such Employee, nor any other
person shall have any right or interest under the Program, or in its

                                                                              42
 
continuance, in the payment of any amount or distribution of any Shares under
the Program, unless and until all the provisions of the Program, any
determination made by the Committee thereunder, and any restrictions and
limitations on the payment itself have been fully complied with. Except as
provided in this Section 1, no rights under the Program, contingent or
otherwise, shall be transferable, assignable or subject to any pledge or
encumbrance of any nature, nor shall the Company or any of its Subsidiaries be
obligated, except as otherwise required by law, to recognize or give effect to
any such transfer, assignment, pledge or encumbrance.

               SECTION 2. Notices. The Company may require all elections
contemplated by the Program to be made on forms provided by it. All notices,
elections and other communications pursuant to the Program shall be in writing
and shall be effective when received by the Company at the following address:
           
               The Pittston Company
               100 First Stamford Place
               P. O. Box 120070
               Stamford, CT 06912-0070

               Attention of Vice President -- Human Resources

               SECTION 3. Limitation on Rights of Employee. Nothing in this
Program shall be deemed to create, on the part of any Employee, beneficiary or
other person, (a) any interest of any kind in the assets of the Company or
(b) any

                                                                              43

trust or fiduciary relationship in relation to the Company. The right of an
Employee to receive any Shares shall be no greater than the right of any
unsecured general creditor of the Company.

               SECTION 4. No Contract of Employment. The benefits provided under
the Program for an Employee shall be in addition to, and in no way preclude,
other forms of compensation to or in respect of such Employee. However, the
selection of any Employee for participation in the Program shall not give such
Employee any right to be retained in the employ of the Company or any of its
Subsidiaries for any period. The right of the Company and of each such
Subsidiary to terminate the employment of any Employee for any reason or at any
time is specifically reserved.

               SECTION 5. Withholding. All distributions pursuant to the Program
shall be subject to withholding in respect of income and other taxes required by
law to be withheld. The Company shall establish appropriate procedures to ensure
payment or withholding of such taxes. Such procedures may include arrangements
for payment or withholding of taxes by retaining Shares otherwise issuable in
accordance with the provisions of this Program or by accepting already owned
Shares, and by applying the fair market value of such Shares to the withholding
taxes payable.

                                                                              44

               SECTION 6. Amendment and Termination. The Committee may from time
to time amend any of the provisions of the Program, or may at any time terminate
the Program. No amendment or termination shall adversely affect any Units (or
distributions in respect thereof) which shall theretofore have been credited to
any Employee's Incentive Account. In conjunction with the termination of the
Program, the Committee may in its discretion determine whether the value of all
Units credited to any or all of the Incentive Accounts under the Program shall
be distributed in Shares as promptly as practicable after such termination.

 

                                                               Exhibit 10(i)(iv)

                     AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT

               AMENDMENT No. 3 to Employment Agreement dated as of May 1, 1993,
as amended by Amendment No. 1 thereto dated March 18, 1994, and as amended by
Amendment No. 2 thereto dated as of September 16, 1994 (said Employment
Agreement as so amended being hereinafter called the "Employment Agreement"),
between The Pittston Company, a Virginia corporation (the "Company"), and Joseph
C. Farrell, residing at 53 Londonderry Drive, Greenwich, Connecticut 06830 (the
"Employee").

               The Company and the Employee agree to amend the Employment
Agreement as follows:

               1. The introductory paragraph of the Employment Agreement is
hereby amended by substituting the date "May 1, 1996" for the date "May 1,
1993".

               2. The second paragraph of Section 1 is hereby amended by
substituting the date "September 30, 2000" for the date "April 30, 1996".

               3. Section 3(a) is hereby amended by substituting the phrase
"five hundred twenty-five thousand ($525,000) dollars" for the phrase "four
hundred twenty-five thousand ($425,000) dollars".

               4. The first paragraph of Section 3(c) is hereby amended by
substituting the date "September 30, 2000" for the date "April 30, 1996".

 

               5. Section 4(b)(ii) is hereby amended by substituting the date
"September 30, 2000" for the date "April 30, 1996".

               6. The penultimate sentence of Section 4(d) is hereby amended by
substituting the date "September 30, 2000" for the date "April 30, 1996".

               7. Except at hereinabove provided, the Employment Agreement shall
remain in full force and effect.

               IN WITNESS WHEREOF, the parties have executed this Amendment No.
3 as of May 1, 1996.

                                        THE PITTSTON COMPANY

                                            s/A. F. Reed
                                        By_______________________

                                          Vice President, General
                                            Counsel and Secretary

APPROVED:

   s/R. H. Spilman
- --------------------------
     Robert H. Spilman
Chairman, Compensation and
Benefits Committee of the                     s/J. Farrell
  Board of Directors                      ________________________
                                            Joseph C. Farrell

                                       - 2 -

[PITTSTON LOGO]

                                                               Exhibit 10(j)(iv)

                                                             As of April 1, 1996

Mr. David L. Marshall
28 Glenmoor Place
Hilton Head Island
South Carolina 29926

Dear David:

               Reference is made to your employment agreement dated as of June
1, 1995 (the "Agreement"). This will set forth amendments to that Agreement, as
we have mutually agreed.

               1. Section 1 of the Agreement will be amended by deleting the
last sentence thereof.

               2. Section 2 of the Agreement will be amended by deleting the
last paragraph thereof.

               3. Section 3 of the Agreement is hereby amended by deletion of
subsection (a) in its entirety and substituting the following:

                      (a) During the Employment Period you will receive for all
               services to be rendered by you pursuant to Section 2 above a
               salary at the rate of $200,000 per year.

               4. Section 3 of the Agreement is hereby further amended by adding
the phrase, "Key Employees Incentive Plan, Key Employees' Deferred Compensation
Program," after the word "Company's" in the first sentence of subsection (b) and
by deleting the last two sentences of such subsection.

               5. Section 8 of the Agreement is hereby amended by deleting the
phrase, "within the Pittston Services Group" in both clauses (i) and (ii).

 

Mr. David L. Marshall
As of April 1, 1996
Page 2

               6. Except as otherwise provided herein, the terms and conditions
of the Agreement shall remain in full force and effect.

               Please acknowledge your agreement with the terms hereof by your
signature in the space provided below.

                                            Very truly yours,

                                            THE PITTSTON COMPANY

                                                 s/J. Farrell

                                             By___________________________
                                                 Chairman of the Board

               I hereby acknowledge and agree that the foregoing is in
accordance with our agreement.

                                                     s/D. L.  Marshall

                                                -------------------------
                                                     David L. Marshall

Dated as of April 1, 1996

                                    EXHIBIT E

                      Special Rules Applicable to Employees
                          of Paramont Coal Corporation

               This Exhibit E describes special provisions applicable to
Employees of Paramont Coal Corporation. To the extent the provisions in this
Exhibit E are inconsistent with the terms contained in the remainder of the
Plan, the provisions contained in this Exhibit E will take precedence.

I.      Merger of Plans

               As of April 1, 1996 (the "Merger Date"), the Production Incentive
Plan of Paramont Coal Corporation ("Prior Plan") will be merged into the Plan
and the Prior Plan will be terminated. As of the Merger Date, the account
balances of each Employee who was a participant in the Prior Plan will be
allocated to the T. Rowe Price Stable Value Fund and will be transferred to such
Fund as soon as practicable thereafter. Subsequent to the initial transfer of
account balances to the T. Rowe Price Stable Value Fund, Employees with
transferred account balances may elect to allocate such balances to other Funds
in accordance with Article V of the Plan. Any Employee with an account balance
under the Prior Plan shall become a Participant in this Plan, even if he does
not file an application to have Basic Contributions made on his behalf.

                                                                               2
II.     Participation

               As of April 1, 1995, each Employee of Paramont Coal Corporation
became eligible to participate in the Plan with respect to future Basic
Contributions as of or following the date on which he satisfied the requirements
contained in Section 2.02 of the Plan, determined as if Paramont Coal
Corporation had been a Component Member since the Employee's date of hire.

III.    Minimum Vested Percentage

               As of the Merger Date, Employees who were participants in the
Prior Plan will be fully vested in their individual account balances transferred
from the Prior Plan and in any other amounts contributed to such Employees'
accounts under the Plan.

IV.     Loans

               As of the Merger Date, all loans granted under Section 6.03 of
the Prior Plan which remain outstanding will be transferred to the Plan, and
each Employee with an outstanding loan under the Prior Plan will be required to
continue repayment of the loan in accordance with the repayment provisions
agreed to at the time the loan was granted.

[PITTSTON LOGO]

                                                                Exhibit 10(l)(v)

                                                             As of March 8, 1996

Austin F. Reed, Esq.
172 Catalpa Road
Wilton, CT  06897

Dear Mr. Reed:

               Reference is made to our letter agreement with you dated July 8,
1988 and the amendment thereto dated as of July 8, 1993 (together, the
"Agreement") regarding your employment in the event of a "Change in Control" as
defined in the Agreement.

               This will confirm that we have agreed to extend your Employment
Period under the Agreement by deleting the figures "24" in Section 1(a) of the
Agreement and substituting the figures "36".

               Please confirm that the foregoing is in accordance with our
agreement.

                                            Very truly yours,

                                            THE PITTSTON COMPANY

                                                s/J.C. Farrell 
                                           By______________________
                                                   Chairman

               I hereby confirm that the foregoing is in accordance with our
agreement.

                                                   s/A.F. Reed
                                            -----------------------
                                                  Austin F. Reed
Dated as of  March 8, 1996
            --------

                                                               Exhibit 10(s)(ii)

                                    AMENDMENT

              AMENDMENT dated as of May 1, 1995 among THE PITTSTON COMPANY, a
Virginia corporation (the "Borrower"), the financial institutions which are
parties to the Agreement hereinafter referred to (each a "Lender" and
collectively, the "Lenders"), CHEMICAL BANK, CREDIT SUISSE and J.P. MORGAN BANK,
as agents for the Lenders (in such capacity, the "Co-Agents"), and CREDIT
SUISSE, as administrative agent (in such capacity, the "Administrative Agent"),
to the CREDIT AGREEMENT dated as of March 4, 1994 among the Borrower, the
Lenders, the Co-Agents and the Administrative Agent (the "Agreement").

                              W I T N E S S E T H:

                  WHEREAS, the parties hereto desire to amend the Agreement (x)
to extend the scheduled maturity date of the Loans, (y) to extend the period
during which Borrower may borrow Revolving Loans pursuant to the Agreement and
(z) in certain other respects;

                  WHEREAS, subject to the terms and conditions stated below, the
Lenders are amenable to such amendments;

                  NOW, THEREFORE, it is agreed:

                  1. Definitions. All the terms used herein which are defined in
the Agreement (including, to the extent any such terms are to be amended by this
Amendment, as if such terms were already amended by this Amendment) shall have
the same meanings when used herein unless otherwise defined herein. All
references to Sections in this Amendment shall be deemed references to Sections
in the Agreement unless otherwise specified.

                  2. Effect of Amendment. As used in the Agreement (including
all exhibits and attachments thereto), the Notes and all instruments and
documents executed in connection with any of the foregoing, on and subsequent to
the date on which this Amendment becomes effective, any reference to the
Agreement shall mean the Agreement as amended hereby.

                  3. Commitment Fee. The chart that is in the definition of
"Applicable Commitment Fee Rate" in Section 1.01 of the Agreement is hereby
amended as follows:

                  (a) the reference to ".200" therein is deleted and the
following inserted in its place:

                           ".200 (with respect to computations for periods prior
                           to May 31, 1995);

                           ".125 (with respect to computations for periods on
                           and after May 31, 1995)"

                  (b) the reference to ".225" therein is deleted and the
following inserted in its place:

                           ".225 (with respect to computations for periods prior
                           to May 31, 1995);

                           ".15 (with respect to computations for periods on and
                           after May 31, 1995)"

                  (c) the reference to ".250" therein is deleted and the
following inserted in its place:

                           ".250 (with respect to computations for periods prior
                           to May 31, 1995); ".185 (with respect to computations
                           for periods on and after May 31, 1995)"

              4. Maturity Date. The definition of "Maturity Date" in Section
1.01 of the Agreement is hereby amended to read in its entirety as follows:

                  "Maturity Date" shall mean May 31, 2000.

              5. Limited Nature of Amendments. The amendments, waivers (if any)
and consents (if any) set forth herein are limited precisely as written and
shall not be deemed to (a) be a consent to any waiver of, or modification of,
any other term or condition of the Agreement or any of the documents referred to
therein or (b) prejudice any right or rights which the Lenders or any Co-Agent
or the Administrative Agent may now have or may have in the future under or in
connection with the Agreement or any of the documents referred to therein.
Except as expressly amended hereby, the terms and provisions of the Agreement
shall remain in full force and effect.

              6. Governing Law. THIS AMENDMENT, INCLUDING THE VALIDITY THEREOF
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE GOVERNED BY
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO CONTRACTS EXECUTED WHOLLY WITHIN THE STATE OF NEW YORK
(REGARDLESS OF THE PLACE WHERE THE AGREEMENT OR THIS AMENDMENT IS OR WAS
EXECUTED).

              7. Effectiveness. This Amendment shall become effective when the
Borrower, the Co-Agents, the Administrative Agent and each Lender shall have
executed a copy hereof and delivered the same to Sullivan & Worcester, counsel
for the Administrative Agent, at 767 Third Avenue, New York, New York 10017
(attention: Frank Polverino), fax no. 212/758-2151. If this Amendment shall not
have become effective by the close of business (New York time) on May 31, 1995
(or

                                      -2-

such later time or date as the Administrative Agent consents to in writing), the
provisions of this Amendment shall be deemed rescinded, null and void.

              8. Headings. The descriptive headings of the various provisions of
this Amendment are inserted for convenience of reference only and shall not be
deemed to affect the meaning or construction of any of the provisions hereof.

              9. Counterparts. This Amendment may be executed in any number of
counterparts by the different parties hereto on separate counterparts, each of
which when so executed and delivered shall be an original, but all the
counterparts shall together constitute one and the same instrument. Telecopied
signatures hereto shall be of the same force and effect as an original of a
manually signed copy.

              IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and delivered by their respective duly authorized officers
as of the date first above written.

                                                         
THE PITTSTON COMPANY                                          CREDIT SUISSE, as a Co-Agent, as
                                                              Administrative Agent and as a
          s/ James B. Hartough                                Lender,
By____________________________
  Name:   James B. Hartough
  Title:  Vice President -                                        s/Juerg Johner
          Corporate Finance                                  By____________________________
          and Treasurer                                         Name:           Juerg Johner
                                                                Title:          Associate

                                                                  s/Michael C. Mast
                                                              By____________________________
                                                                Name:   Michael C. Mast
                                                                Title:  Member of Senior
                                                                        Management

CHEMICAL BANK, as a Co-Agent and                              MORGAN GUARANTY TRUST COMPANY OF
a Lender,                                                     NEW YORK, as a Co-Agent and a
                                                              Lender,
         s/Peter C. Eckstein                                       s/Robert Bottamedi
By____________________________                                By____________________________
  Name:  Peter C. Eckstein                                      Name:   Robert Bottamedi
  Title: Vice President                                         Title:  Vice President

BANK OF MONTREAL                                              THE BANK OF NOVA SCOTIA

         s/Bernard J. Silgardo                                   s/Terry K. Fryett
By____________________________                                By____________________________
  Name:   Bernard J. Silgardo                                   Name:  Terry K. Fryett
  Title:  Director                                              Title: Senior Representative

                                       -3-

                                                    

THE CHASE MANHATTAN BANK                                      FLEET BANK, N.A.
(NATIONAL ASSOCIATION)

   s/Alexander S. Rapetski II                                     s/Dorothy E. Bambach
By____________________________                                By____________________________
  Name: Alexander S. Rapetski II                                Name:  Dorothy E. Bambach
  Title: Vice President                                         Title: Senior Vice President

J.P. MORGAN DELAWARE                                          THE LONG-TERM CREDIT BANK OF
                                                              JAPAN, LIMITED, NEW YORK BRANCH
         s/Jacqlyn Kennedy Sisson
By____________________________                                     s/Noboru Kubota
  Name: Jacqlyn Kennedy Sisson                               By____________________________
  Title: Associate                                              Name:  Noboru Kubota
                                                                Title: Deputy General Manager

MELLON BANK, N.A.                                             NATIONAL WESTMINSTER BANK PLC

      s/Andrew Mellgard                                             s/Ian M. Plester
By____________________________                                By____________________________
  Name: Andrew Mellgard                                         Name:  Ian M. Plester
  Title: AVP                                                    Title: Vice President

NATIONSBANK OF GEORGIA, N.A.                                  PNC BANK, NATIONAL ASSOCIATION

   s/Mary Ellen Hennessy-Jones                                    s/Dale A. Stein
By____________________________                                By____________________________
  Name: Mary Ellen Hennessy-Jones                               Name:  Dale A. Stein
  Title: Senior Vice President                                  Title: Vice President

SHAWMUT BANK, N.A.                                            TORONTO DOMINION (NEW YORK),INC.

         s/Robert C. Rubino                                            s/Jorge Garcia
By____________________________                                By____________________________
  Name:  Robert C. Rubino                                       Name:  Jorge Garcia
  Title: Vice President                                         Title: Vice President

                                       -4-

The Pittston Company and Subsidiaries                                 Exhibit 11
Computation of Earnings Per Share
(In thousands, except per share amounts)

Fully Diluted Earnings Per Share (a):

                                                                                                  Years Ended December 31
                                                                                          1995              1994             1993
                                                                                                                     
- ------------------------------------------------------------------------------------------------------------------------------------
Pittston Brink's Group:
Net Income                                                                           $  51,093            41,489           31,650
- ------------------------------------------------------------------------------------------------------------------------------------

Average common shares outstanding                                                       37,931            37,784           36,907
Incremental shares of stock options                                                        400               464              411
- ------------------------------------------------------------------------------------------------------------------------------------

Pro forma shares outstanding                                                            38,331            38,248           37,318
- ------------------------------------------------------------------------------------------------------------------------------------

Net income                                                                           $    1.33              1.08              .85
- ------------------------------------------------------------------------------------------------------------------------------------

Pittston Burlington Group:
Net income                                                                           $  32,855            38,356           15,476
- ------------------------------------------------------------------------------------------------------------------------------------

Average common shares outstanding                                                       18,966            18,892           18,454
Incremental shares of stock options                                                        200               232              206
- ------------------------------------------------------------------------------------------------------------------------------------

Pro forma shares outstanding                                                            19,166            19,124           18,660
- ------------------------------------------------------------------------------------------------------------------------------------

Net income                                                                           $    1.71              2.01              .83
- ------------------------------------------------------------------------------------------------------------------------------------

Pittston Minerals Group:
Net income (loss)                                                                    $  14,024           (52,948)         (32,980)
Preferred stock dividends                                                               (2,762)           (3,998)              --
- ------------------------------------------------------------------------------------------------------------------------------------

Net income (loss) attributable to common shares                                      $  11,262           (56,946)         (32,980)
- ------------------------------------------------------------------------------------------------------------------------------------

Average common shares outstanding                                                        7,786             7,594            7,381
Incremental shares of stock options (b)                                                     27                --               --
Convertible preferred stock (b)                                                          2,186                --               --
- ------------------------------------------------------------------------------------------------------------------------------------

Pro forma shares outstanding                                                             9,999             7,594            7,381
- ------------------------------------------------------------------------------------------------------------------------------------

Net income (loss) attributable to common shares                                      $    1.40             (7.50)           (4.47)
- ------------------------------------------------------------------------------------------------------------------------------------

(a) On January 18, 1996, the shareholders of The Pittston Company (the
"Company") approved the Brink's Stock Proposal, as described in the Company's
proxy statement dated December 15, 1995, resulting in the modification,
effective as of January 19, 1996, of the capital structure of the Company to
include an additional class of common stock. The outstanding shares of Pittston
Services Group Common Stock ("Services Stock") have been redesignated as
Pittston Brink's Group Common Stock and one-half of one share of a new class of
common stock identified as Pittston Burlington Group Common Stock has been
distributed for each outstanding share of Services Stock. Accordingly, all
common share, stock options and per share data prior to the redesignation has
been restated to reflect the Company's new equity structure.

(b) For 1994 and 1993, the effect of stock options are excluded from the
computations because they are antidilutive, whereby their inclusion results in a
lower loss per common share. In addition, in 1994 the preferred stock conversion
is also excluded since it is antidilutive.

Primary Earnings Per Share

Primary  earnings per share can be computed from the  information on the face of
the Consolidated Statements of Operations.

                                                                      Exhibit 21

                SUBSIDIARIES OF REGISTRANT (The Pittston Company)
          (Percentage of Voting Securities 100% unless otherwise noted)

                                                                            Jurisdiction
                      Company                                              of Incorporation
                      -------                                              -----------------
                                                                        
PITTSTON SERVICES GROUP INC.                                                    VIRGINIA
BRINK'S HOLDING COMPANY                                                         VIRGINIA
        Brink's Home Security, Inc.                                             Delaware
               Brink's Guarding Services, Inc.                                  Delaware
               Brink's Home Security Canada Limited                             Canada
        Brink's, Incorporated                                                   Delaware
               Brink's Antigua Limited [47%]                                    Antigua
               Brink's Express Company                                          Illinois
               Brink's (Liberia) Inc.                                           Liberia
               Brink's Peru, S.A.[4.96%]                                        Peru
               Brink's Redevelopment Corporation                                Missouri
               Brink's St. Lucia [26.3%]                                        B.W. Indies
               Brink's Security International, Inc.                             Delaware
                      Brink's Air Courier Australia Pty. Ltd.                   Australia
                      Brink's Allied Limited (Ireland) [50%]                    Ireland
                             Allied Couriers Limited                            Ireland
                             Brink's Ireland Limited                            Ireland
                      Brink's Arya India Private Limited [40%]                  India
                      Brink's Bolivia S.A. [59%]                                Bolivia
                      Brink's Canada Limited                                    Canada
                             Brink's Security Company Limited                   Canada
                             Brink's SFB Solutions, Ltd.                        Canada
                             2721821 Canada Inc.                                Canada
                      Brink's C.I.S., Inc.                                      Delaware
                      Brink's de Colombia S.A. [45%]                            Colombia
                      Brink's Diamond & Jewelry Services, Inc.                  Delaware
                      Brink's Diamond & Jewelry Services (International
                             1993) Ltd. [BSI 99.9%][BIMGI .1%]                  Israel
                      Brink's Diamond & Jewelry Services S.R.L.                 Italy
                      Brink's Far East Limited [99.9%]                          Hong Kong
                      Brink's HKS Limited [33.33%][33.33% BI]                   Hong Kong
                      Brink's Holland B.V.                                      Netherlands
                             Brink's-Nedlloyd VOF [65% partnership]             Netherlands
                      Brink's International Air Courier, Inc.                   Delaware
                      Brink's International A.G. [50% BSI; 50% BL]              Switzerland
                      Brink's International Management Group, Inc.              Delaware
                      Brink's Israel, Ltd. [70%]                                Israel
                      Brink's Japan Ltd. [51%]                                  Japan
                      Brink's Network, Incorporated                             Delaware
                      Brink's Pakistan (Pvt) Limited [49%]                      Pakistan
                      Brink's Panama, S.A. [49%]                                Panama
                      Brink's Puerto Rico, Inc.                                 Puerto Rico
                      Brink's S.A. [38%][4 shares held by BI]                   France
                      Brink's-Schenker GmbH [50%]                               Germany
                      Brink's Security Transport Singapore Pte. Ltd [60%]       Singapore
                      Brink's Securmark S.p.A. [24.5%]                          Italy
                      Brink's Taiwan Ltd. [50%]                                 Taiwan

 

                                                                        

                      Brink's (Thailand) Limited [40%]                          Thailand
                      Brink's (UK) Limited                                      U.K.
                             Brink's Commercial Services Limited
                                    [399,999 shs. BUK][1 share BI]              U.K.
                  Brink's Diamond & Jewellery Services Limited
                                    [499,999 shs. BUK][1 share BI]              U.K.
                             Brink's Limited [649,999 shs. BUK][1 share BI]     U.K.
                                    Brink's-Gerlach B.V. [60%][5% BH]           Netherlands
                                    Brink's Limited (Bahrain) EC                Bahrain
                                    Brink's (Gibraltar) Limited [99%]           Gibraltar
                                    Brink's Security Limited [99%]              U.K.
                                    Quarrycast Commercial Limited [50% BL]      U.K.
                      Brink's-Ziegler Luxemborg S.A. [50%]                      Luxemborg
                      Brink's-Ziegler S.A. [50%]                                Belgium
                      Custodia Y Translado de Valores, C.A. [15%]               Venezuela
                      Hermes Securitransport S.A. [50.5%]                       Greece
                      S.A. Brink's Diamond & Jewelry Services N.V. [99%]        Belgium
                      S.A. Brink's Europe N.V. [99%]                            Belgium
                      Servicios Brink's S.A. [60.45%]                           Chile
                      Transpar-Participacoes Ltda. [99%; 1% BI]                 Brazil
                             Alarm-Curso de Formacao de Vigilantes, Ltda.[99%]  Brazil
                             Brink's Seguranca Transporte de Valores [99%]      Brazil
                             Brink's Transportes e Despachos Ltda. [99%]        Brazil
                      Transporte de Valores (Brink's Chile) S.A. [60.45]        Chile
               Brink's SFB Solutions, Inc.                                      Delaware
               Security Services (Brink's Jordan) Company Ltd. [45%]            Jordan
               Servicio Pan Americano de Proteccion, S.A. [20%]                 Mexico
        Pittston Finance Company Inc.                                           Delaware
BAX HOLDING COMPANY                                                             VIRGNIA
        BAX Finance Inc.                                                        Delaware
        Burlington Air Express Inc.                                             Delaware
               Burlington Air Express International Inc.                        Delaware
                      BAX Holdings, Inc.                                        Philippines
                             Burlington Air Express Philippines, Inc.           Philippines
                      BAX (Malaysia) Sdn. Bhd.                                  Malaysia
                   Burlington Air Imports (Malaysia) Sdn. Bhd.
                             [40%; 60% bumiputra]                               Malaysia
                      Bax-Transitarios, Lda. [Esc. 4.980.000/BAX Esc. 20.000]   Portugal
                      Burlington Air Express Aktiebolag                         Sweden
                      Burlington Air Express AG                                 Switzerland
                      Burlington Air Express A/S                                Denmark
                      Burlington Air Express B.V.                               Netherlands
                             Burlington Air Express N.V./S.A.                   Belgium
                             Burlington Air Express Pte Ltd.                    Singapore
                      Burlington Air Express (Brazil) Inc.                      Delaware
                      Burlington Air Express (Canada) Ltd.                      Canada
                             797726 Ontario Limited                             Canada
                      Burlington Air Express do Brazil Ltda.                    Brazil
                      Burlington Air Express (Dubai) Inc.                       Delaware
                      Burlington Air Express (France) SARL                      France
                             Burlington Air Express France S.A.                 France
                      Burlington Air Express GmbH                               Germany
                      Burlington Air Express Holdings Pty. Limited              Australia
                             Burlington Air Express (Aust) Pty. Limited         Australia
                                    AFCAB Pty. Limited [11.23%]                 Australia

                                        2

                                                                        

                                    Brisbane Air Freight Forwarders Terminal
                                            Pty Ltd. [20%]                      Australia
                                    Burlington Air Express Cartage Pty.
                                            Limited                             Australia
                      Burlington Air Express (Ireland) Limited
                                           [11 sh./BAX 1 sh.]                   Ireland
                      Burlington Air Express Japan K.K.                         Japan
                      Burlington Air Express Limited [Hong Kong]                Hong Kong
                             CAC China Air Cargo Limited                        Hong Kong
                      Burlington Air Express Mexico, S.A. de C.V.
                                    [49,999 sh./BAX 1 sh.]                      Mexico
                      Burlington Air Express (NZ) Ltd.                          New Zealand
                             Colebrook Brothers Limited                         New Zealand
                             Walsh and Anderson (1991) Limited                  New Zealand
                      Burlington Air Express Services Inc.                      Delaware
                      Burlington Air Express (U.K.) Limited                     U.K.
                             Alltransport Holdings Limited                      U.K.
                                    Alltransport International Group Limited    U.K.
                                    Alltransport Warehousing Limited            U.K.
                                    Burlington Air Express Limited              U.K.
                                    Burlington European Express Limited         U.K.
                                    Burlington Ocean Services Limited           U.K.
                             WTC Air Freight (U.K.) Limited                     U.K.
                      Burlington International Forwarding Ltd. [33%]            Taiwan
                             Burlington Air Express Taiwan Ltd.                 Taiwan
                      Burlington Networks B.V.                                  Netherlands
                      Burlington Networks Inc.                                  Delaware
                      Burlington Air Express S.A.                               Spain
                      Burlington-Transmaso Air Express Lda. (being liquidated)  Portugal
                      Indian Enterprises Inc.                                   Delaware
                             Indian Associates Inc. [40%]                       Delaware
                                    Burlington Air Express India Private
                                         Limited                                India
                      PZS S.r.l. [99% BAXI; 1% BAX)                             Italy
                             CSC Customs and Management Services S.r.l.         Italy
               Burlington Air Imports Inc.                                      Delaware
               Burlington Airline Express Inc.                                  Delaware
               Burlington Land Trading Inc.                                     Delaware
               Highway Merchandise Express, Inc.                                California
               WTC Airlines, Inc.                                               California
               WTC SUB                                                          California
               Westransco Ocean Freight (Holdings) Limited                      Hong Kong
                      Westransco Ocean Freight (Hong Kong) Limited              Hong Kong
                      Westransco Ocean Freight (Japan) Limited                  Japan
                      Westransco Ocean Freight (Taiwan) Limited                 Taiwan
Pittston Administrative Services Inc.                                           Delaware
PITTSTON MINERALS GROUP INC.                                                    VIRGINIA
        Pittston Coal Company                                                   Delaware
               American Eagle Coal Company                                      Virginia
               Appalachian Equipment Rental Corp.                               Delaware
               Heartland Coal Company                                           Delaware
               Maxim Management Company                                         Virginia
               Mountain Forest Products, Inc.                                   Virginia
               Pine Mountain Oil and Gas, Inc.                                  Virginia
               Pittston Acquisition Company                                     Virginia
                      Addington, Inc.                                           Kentucky
                             Ironton Coal Company                               Ohio
                      Appalachian Land Company                                  W. Virginia

                                        3

                                                                        

                      Appalachian Mining, Inc.                                  W. Virginia
                             Molloy Mining, Inc.                                W. Virginia
                      Kanawha Development Corporation                           W. Virginia
                      Vandalia Resources, Inc.                                  W. Virginia
               Pittston Coal Management Company                                 Virginia
               Pittston Coal Sales Corp.                                        Virginia
                      Pittston Coal Terminal Corporation                        Virginia
               Pyxis Resources Company                                          Virginia
                      Heartland Resources, Inc.                                 W. Virginia
                      HICA Corporation                                          Kentucky
                      Holston Mining, Inc.                                      W. Virginia
                      Motivation Coal Company                                   Virginia
                      Paramont Coal Corporation                                 Delaware
                      Pyxis Coal Sales Company                                  Virginia
               Sheridan-Wyoming Coal Company, Incorporated                      Delaware
               Thames Development, Ltd.                                         Virginia
                      Buffalo Mining Company                                    W. Virginia
                      Clinchfield Coal Company                                  Virginia
                      Dante Coal Company                                        Virginia
                      Eastern Coal Corporation                                  W. Virginia
                      Elkay Mining Company                                      W. Virginia
                      Jewell Ridge Coal Corporation                             Virginia
                      Kentland-Elkhorn Coal Corporation                         Kentucky
                      Little Buck Coal Company                                  Virginia
                      Meadow River Coal Company                                 Kentucky
                      Pittston Coal Group, Inc.                                 Virginia
                      Ranger Fuel Corporation                                   W. Virginia
                      Sea "B" Mining Company                                    Virginia
        Pittston Mineral Ventures Company                                       Delaware
               PMV Gold Company                                                 Delaware
                      Pittston Nevada Gold Company Ltd. (50%)                   Delaware
                      MPI Gold (USA) Ltd. (32.7%)                               Nevada
               Pittston Mineral Ventures International Ltd.                     Delaware
               Pittston Mineral Ventures of Australia Pty. Limited              Australia
                      Carbon Ventures Pty. Limited                              Australia
                             International Carbon (Aust.) Pty. Limited          Australia
                      Pittston Australasian Mineral Exploration Pty Limited     Australia
                      Pittston Black Sands of Western Australia Pty Limited     Australia
                      Mining Project Investors Pty Ltd  (32.7%)
The Pittston Company [DELAWARE]                                                 Delaware

                                        4

                                                                      Exhibit 23
                        Consent of Independent Auditors

The Board of Directors
The Pittston Company

              We consent to incorporation by reference in the Registration
Statements (Nos. 2-64258, 33-2039, 33-21393, 33-23333, 33-69040 and 33-53565) on
Form S-8 of The Pittston Company of our reports dated January 25, 1996, as
listed in the accompanying Index to Financial Statements and Schedules as listed
in Items 14(a)1 and 14(a)2 included in the 1995 Annual Report on Form 10-K of
The Pittston Company which reports appear herein.

              Our reports for Pittston Brink's Group, Pittston Burlington Group
and Pittston Minerals Group contain an explanatory paragraph that states that
the financial statements of Pittston Brink's Group, Pittston Burlington Group
and Pittston Minerals Group should be read in connection with the audited
consolidated financial statements of The Pittston Company and subsidiaries.

KPMG Peat Marwick LLP
Stamford, Connecticut

March 29, 1996

 

                                                                      Exhibit 24

                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint Joseph C. Farrell, Austin F. Reed and Gary R. Rogliano,
and each of them (with full power of substitution), his true and lawful
attorney-in-fact and agent to do any and all acts and things and to execute any
and all instruments which, with the advice of counsel, any of said attorneys and
agents may deem necessary or advisable to enable The Pittston Company, a
Virginia corporation (the "Company"), to comply with the Securities Act of 1933,
as amended, and the Securities Exchange Act of 1934, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the preparation and filing of the Company's
annual report on Form 10-K for the fiscal year ended December 31, 1995 (the
"Form 10-K"), including specifically, but without limitation, power and
authority to sign his name as an officer and/or director of the Company, as the
case may be, to the Form 10-K or any amendments thereto; and the undersigned
does hereby ratify and confirm all that said attorneys shall do or cause to be
done by virtue hereof.

               IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of
March, 1996.

                                             Roger G. Ackerman
                                    ---------------------------------
                                             Roger G. Ackerman

 

                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint Joseph C. Farrell, Austin F. Reed and Gary R. Rogliano,
and each of them (with full power of substitution), his true and lawful
attorney-in-fact and agent to do any and all acts and things and to execute any
and all instruments which, with the advice of counsel, any of said attorneys and
agents may deem necessary or advisable to enable The Pittston Company, a
Virginia corporation (the "Company"), to comply with the Securities Act of 1933,
as amended, and the Securities Exchange Act of 1934, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the preparation and filing of the Company's
annual report on Form 10-K for the fiscal year ended December 31, 1995 (the
"Form 10-K"), including specifically, but without limitation, power and
authority to sign his name as an officer and/or director of the Company, as the
case may be, to the Form 10-K or any amendments thereto; and the undersigned
does hereby ratify and confirm all that said attorneys shall do or cause to be
done by virtue hereof.

               IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of
March, 1996.

                                                M. J. Anton
                                    ---------------------------------
                                                M. J. Anton

 

                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint Joseph C. Farrell, Austin F. Reed and Gary R. Rogliano,
and each of them (with full power of substitution), his true and lawful
attorney-in-fact and agent to do any and all acts and things and to execute any
and all instruments which, with the advice of counsel, any of said attorneys and
agents may deem necessary or advisable to enable The Pittston Company, a
Virginia corporation (the "Company"), to comply with the Securities Act of 1933,
as amended, and the Securities Exchange Act of 1934, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the preparation and filing of the Company's
annual report on Form 10-K for the fiscal year ended December 31, 1995 (the
"Form 10-K"), including specifically, but without limitation, power and
authority to sign his name as an officer and/or director of the Company, as the
case may be, to the Form 10-K or any amendments thereto; and the undersigned
does hereby ratify and confirm all that said attorneys shall do or cause to be
done by virtue hereof.

               IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of
March, 1996.

                                               J. R. Barker
                                    ---------------------------------
                                               J. R. Barker

 

                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint Joseph C. Farrell, Austin F. Reed and Gary R. Rogliano,
and each of them (with full power of substitution), his true and lawful
attorney-in-fact and agent to do any and all acts and things and to execute any
and all instruments which, with the advice of counsel, any of said attorneys and
agents may deem necessary or advisable to enable The Pittston Company, a
Virginia corporation (the "Company"), to comply with the Securities Act of 1933,
as amended, and the Securities Exchange Act of 1934, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the preparation and filing of the Company's
annual report on Form 10-K for the fiscal year ended December 31, 1995 (the
"Form 10-K"), including specifically, but without limitation, power and
authority to sign his name as an officer and/or director of the Company, as the
case may be, to the Form 10-K or any amendments thereto; and the undersigned
does hereby ratify and confirm all that said attorneys shall do or cause to be
done by virtue hereof.

               IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of
March, 1996.

                                             J. L. Broadhead
                                    ---------------------------------
                                             J. L. Broadhead

 

                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint Joseph C. Farrell, Austin F. Reed and Gary R. Rogliano,
and each of them (with full power of substitution), his true and lawful
attorney-in-fact and agent to do any and all acts and things and to execute any
and all instruments which, with the advice of counsel, any of said attorneys and
agents may deem necessary or advisable to enable The Pittston Company, a
Virginia corporation (the "Company"), to comply with the Securities Act of 1933,
as amended, and the Securities Exchange Act of 1934, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the preparation and filing of the Company's
annual report on Form 10-K for the fiscal year ended December 31, 1995 (the
"Form 10-K"), including specifically, but without limitation, power and
authority to sign his name as an officer and/or director of the Company, as the
case may be, to the Form 10-K or any amendments thereto; and the undersigned
does hereby ratify and confirm all that said attorneys shall do or cause to be
done by virtue hereof.

               IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of
March, 1996.

                                                W. F. Craig
                                    ---------------------------------
                                                W. F. Craig

 

                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint Austin F. Reed and Gary R. Rogliano, and each of them
(with full power of substitution), his true and lawful attorney-in-fact and
agent to do any and all acts and things and to execute any and all instruments
which, with the advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Pittston Company, a Virginia corporation
(the "Company"), to comply with the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the preparation and filing of the Company's annual report on
Form 10-K for the fiscal year ended December 31, 1995 (the "Form 10-K"),
including specifically, but without limitation, power and authority to sign his
name as an officer and/or director of the Company, as the case may be, to the
Form 10-K or any amendments thereto; and the undersigned does hereby ratify and
confirm all that said attorneys shall do or cause to be done by virtue hereof.

               IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of
March, 1996.

                                               J. C. Farrell
                                    ---------------------------------
                                               J. C. Farrell

 

                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint Joseph C. Farrell, Austin F. Reed and Gary R. Rogliano,
and each of them (with full power of substitution), his true and lawful
attorney-in-fact and agent to do any and all acts and things and to execute any
and all instruments which, with the advice of counsel, any of said attorneys and
agents may deem necessary or advisable to enable The Pittston Company, a
Virginia corporation (the "Company"), to comply with the Securities Act of 1933,
as amended, and the Securities Exchange Act of 1934, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the preparation and filing of the Company's
annual report on Form 10-K for the fiscal year ended December 31, 1995 (the
"Form 10-K"), including specifically, but without limitation, power and
authority to sign his name as an officer and/or director of the Company, as the
case may be, to the Form 10-K or any amendments thereto; and the undersigned
does hereby ratify and confirm all that said attorneys shall do or cause to be
done by virtue hereof.

               IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of
March, 1996.

                                                 R. M. Gross
                                    ---------------------------------
                                                 R. M. Gross

 

                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint Joseph C. Farrell, Austin F. Reed and Gary R. Rogliano,
and each of them (with full power of substitution), his true and lawful
attorney-in-fact and agent to do any and all acts and things and to execute any
and all instruments which, with the advice of counsel, any of said attorneys and
agents may deem necessary or advisable to enable The Pittston Company, a
Virginia corporation (the "Company"), to comply with the Securities Act of 1933,
as amended, and the Securities Exchange Act of 1934, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the preparation and filing of the Company's
annual report on Form 10-K for the fiscal year ended December 31, 1995 (the
"Form 10-K"), including specifically, but without limitation, power and
authority to sign his name as an officer and/or director of the Company, as the
case may be, to the Form 10-K or any amendments thereto; and the undersigned
does hereby ratify and confirm all that said attorneys shall do or cause to be
done by virtue hereof.

               IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of
March, 1996.

                                               C. F. Haywood
                                    ---------------------------------
                                               C. F. Haywood

 

                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint Austin F. Reed, Joseph C. Farrell and Gary R. Rogliano,
and each of them (with full power of substitution), his true and lawful
attorney-in-fact and agent to do any and all acts and things and to execute any
and all instruments which, with the advice of counsel, any of said attorneys and
agents may deem necessary or advisable to enable The Pittston Company, a
Virginia corporation (the "Company"), to comply with the Securities Act of 1933,
as amended, and the Securities Exchange Act of 1934, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the preparation and filing of the Company's
annual report on Form 10-K for the fiscal year ended December 31, 1995 (the
"Form 10-K"), including specifically, but without limitation, power and
authority to sign his name as an officer and/or director of the Company, as the
case may be, to the Form 10-K or any amendments thereto; and the undersigned
does hereby ratify and confirm all that said attorneys shall do or cause to be
done by virtue hereof.

               IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of
March, 1996.

                                               D. L. Marshall
                                    ---------------------------------
                                               D. L. Marshall

 

                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint Joseph C. Farrell, Austin F. Reed and Gary R. Rogliano,
and each of them (with full power of substitution), his true and lawful
attorney-in-fact and agent to do any and all acts and things and to execute any
and all instruments which, with the advice of counsel, any of said attorneys and
agents may deem necessary or advisable to enable The Pittston Company, a
Virginia corporation (the "Company"), to comply with the Securities Act of 1933,
as amended, and the Securities Exchange Act of 1934, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the preparation and filing of the Company's
annual report on Form 10-K for the fiscal year ended December 31, 1995 (the
"Form 10-K"), including specifically, but without limitation, power and
authority to sign his name as an officer and/or director of the Company, as the
case may be, to the Form 10-K or any amendments thereto; and the undersigned
does hereby ratify and confirm all that said attorneys shall do or cause to be
done by virtue hereof.

               IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of
March, 1996.

                                                R. H. Spilman
                                    ---------------------------------
                                                R. H. Spilman

 

                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint Joseph C. Farrell, Austin F. Reed and Gary R. Rogliano,
and each of them (with full power of substitution), his true and lawful
attorney-in-fact and agent to do any and all acts and things and to execute any
and all instruments which, with the advice of counsel, any of said attorneys and
agents may deem necessary or advisable to enable The Pittston Company, a
Virginia corporation (the "Company"), to comply with the Securities Act of 1933,
as amended, and the Securities Exchange Act of 1934, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the preparation and filing of the Company's
annual report on Form 10-K for the fiscal year ended December 31, 1995 (the
"Form 10-K"), including specifically, but without limitation, power and
authority to sign his name as an officer and/or director of the Company, as the
case may be, to the Form 10-K or any amendments thereto; and the undersigned
does hereby ratify and confirm all that said attorneys shall do or cause to be
done by virtue hereof.

               IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of
March, 1996.

                                                A. H. Zimmerman
                                    ---------------------------------
                                                A. H. Zimmerman

 

                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
constitute and appoint Joseph C. Farrell, Austin F. Reed and Gary R. Rogliano,
and each of them (with full power of substitution), his true and lawful
attorney-in-fact and agent to do any and all acts and things and to execute any
and all instruments which, with the advice of counsel, any of said attorneys and
agents may deem necessary or advisable to enable The Pittston Company, a
Virginia corporation (the "Company"), to comply with the Securities Act of 1933,
as amended, and the Securities Exchange Act of 1934, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the preparation and filing of the Company's
annual report on Form 10-K for the fiscal year ended December 31, 1995 (the
"Form 10-K"), including specifically, but without limitation, power and
authority to sign his name as an officer and/or director of the Company, as the
case may be, to the Form 10-K or any amendments thereto; and the undersigned
does hereby ratify and confirm all that said attorneys shall do or cause to be
done by virtue hereof.

               IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
March, 1996.

                                              G. R. Rogliano
                                    ---------------------------------
                                              G. R. Rogliano

  

                           5

This schedule contains summary financial information from The Pittston Company
Form 10K for the year ended December 31, 1995, and is qualified in
its entirety by reference to such financial statements.

                        1,000

                   YEAR
                          DEC-31-1995
                               DEC-31-1995
                                          52,823
                                    29,334
                                  397,043
                                    16,075
                                     46,399
                               636,693
                                         923,514
                                 437,346
                               1,807,372
                          594,488
                                        133,283
                                        70,767
                                0
                                      1,362
                                     449,850
                 1,807,372
                                        722,851
                             2,926,067
                                          696,295
                                2,541,699
                                     0
                                 5,762
                              14,253
                                130,336
                                    32,364
                             97,972
                                       0
                                      0
                                            0
                                    97,972
                                        0
                                        0

Pittston Brink's Group - Primary - 1.35
Pittston Burlington Group - Primary - 1.73
Pittston Minerals Group - Primary - 1.45
Pittston Brink's Group - Diluted - 1.35
Pittston Burlington Group - Diluted - 1.73
Pittston Minerals Group - Diluted - 1.40