PITTSTON CO, DEF 14A, 1995-03-29

PITTSTON CO
DEF 14A, 1995-03-29
AIR COURIER SERVICES

Previous: PHELPS DODGE CORP, DEF 14A, 1995-03-29

Next: PITTSTON CO, 10-K405, 1995-03-29

<PAGE>

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

The Pittston Company
.................................................................
(Name of Registrant as Specified In Its Charter)

.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction
applies:

.................................................................

2) Aggregate number of securities to which transaction
applies:

.................................................................

3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it was
determined):

.................................................................

4) Proposed maximum aggregate value of transaction:

.................................................................

5) Total fee paid:

.................................................................

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.

1) Amount Previously Paid:

.................................................................

2) Form, Schedule or Registration Statement No.:

.................................................................

3) Filing Party:

.................................................................

4) Date Filed:

.................................................................

<PAGE>

<TABLE>
<S> <C>
[LOGO] The Pittston Company
JOSEPH C. FARRELL 100 First Stamford Place
Chairman and Chief Executive Officer P.O. Box 120070
Stamford, CT 06912-0070
</TABLE>

March 29, 1995

To Our Shareholders:

You are cordially invited to attend the annual meeting of Pittston's
shareholders to be held at the Company's executive offices, 100 First Stamford
Place, Seventh Floor, Stamford, Connecticut, on Friday, May 5, 1995, at 1:00
p.m.

You will be asked to elect four directors for a term of three years, to
approve independent public accountants for 1995 and to approve a proposal to
amend and restate the Company's Key Employees' Deferred Compensation Program.

It is important that you vote, and you are urged to complete, sign, date
and return the enclosed proxy or proxies in the envelope provided.

Your prompt cooperation will be greatly appreciated.

Sincerely,

J. Farrell

<PAGE>
[LOGO]

----------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 5, 1995

----------------------------------------------------------
Notice Is Hereby Given that the annual meeting of shareholders of THE
PITTSTON COMPANY will be held on May 5, 1995, at 1:00 p.m., at the Company's
executive offices, 100 First Stamford Place, Seventh Floor, Stamford,
Connecticut, for the following purposes:

1. To elect four directors for a term expiring in 1998.

2. To approve the selection of KPMG Peat Marwick LLP as independent public
accountants to audit the accounts of the Company and its subsidiaries for the
year 1995.

3. To consider and act upon a proposal to approve an amendment and
restatement of the Key Employees' Deferred Compensation Program as described in
the attached Proxy Statement and set forth as Exhibit A.

4. To transact such other business as may properly come before the meeting
or any adjournment.

The close of business on March 20, 1995, has been fixed as the record date
for determining the shareholders entitled to notice of and to vote at the
meeting.

If you do not expect to attend the annual meeting in person, please
complete, date and sign the enclosed proxy or proxies and return it or them in
the enclosed envelope, which requires no additional postage if mailed in the
United States. Prompt response is helpful and your cooperation will be
appreciated.

Austin F. Reed
Secretary

March 29, 1995

Annual Reports to Shareholders, including financial statements, are being
mailed to shareholders, together with these proxy materials, commencing on or
about March 29, 1995.

YOUR VOTE IS IMPORTANT. PLEASE MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY
CARD(S) WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. A RETURN ENVELOPE
IS ENCLOSED FOR YOUR CONVENIENCE. IF YOU RECEIVE TWO PROXIES (ONE FOR EACH CLASS
OF THE COMPANY'S COMMON STOCK), PLEASE BE SURE TO COMPLETE AND RETURN THEM BOTH.

<PAGE>

<PAGE>
THE PITTSTON COMPANY
PROXY STATEMENT

This statement is furnished in connection with the solicitation by the
Board of Directors of The Pittston Company of proxies from holders of each class
of its common stock, Pittston Services Group Common Stock ('Services Stock'),
par value $1.00 per share, and Pittston Minerals Group Common Stock ('Minerals
Stock'), par value $1.00 per share, to be voted at the annual meeting of
shareholders to be held on May 5, 1995, at 1:00 p.m., at the Company's executive
offices, 100 First Stamford Place, Seventh Floor, Stamford, Connecticut (and at
any adjournment thereof) for the purposes set forth in the accompanying notice
of such meeting.

On March 20, 1995, the Company had outstanding 41,684,622 shares of
Services Stock and 8,422,118 shares of Minerals Stock, the holders of each class
thereof being entitled to one vote per share on all matters. Holders of Services
Stock and Minerals Stock will vote together as a single voting group on all
matters that the Board of Directors knows will be presented for consideration at
the meeting.

The close of business on March 20, 1995, has been fixed as the record date
for determining the shareholders entitled to notice of and to vote at the
meeting, and only shareholders of record at the close of business on that date
will be entitled to vote at the meeting and any adjournment thereof. This Proxy
Statement and the accompanying form of proxy and Annual Report to Shareholders
are being mailed to shareholders commencing on or about March 29, 1995. The
address of the principal executive office of the Company is 100 First Stamford
Place, P. O. Box 120070, Stamford, Connecticut 06912-0070.

The election of directors, the selection of independent public accountants
and the proposal to approve the amendment and restatement of the Key Employees'
Deferred Compensation Program are the only matters which the Board of Directors
knows will be presented for consideration at the meeting. As to any other
business that may properly come before the meeting, it is intended that proxies
in the enclosed form will be voted in respect thereof in accordance with the
judgement of the person voting the proxies.

The Company's bylaws provide that the chairman of the meeting shall
determine the order of business at the annual meeting and the voting and other
procedures to be observed. The chairman is authorized to declare whether any
business is properly brought before the meeting, and business not properly
brought before the meeting may not be transacted.

The shares represented by proxies solicited by the Board of Directors will
be voted in accordance with the recommendations of the Board of Directors unless
otherwise specified in the proxy, and where the person solicited specifies a
choice with respect to any matter to be acted upon, the shares will be voted in
accordance with the specification so made.

The enclosed proxy is revocable at any time prior to its being voted by
filing an instrument of revocation or a duly executed proxy bearing a later
date. A proxy may also be revoked by attendance at the meeting and voting in
person. Attendance at the meeting will not by itself constitute a revocation.

Votes cast by shareholders will be treated as confidential in accordance
with a policy approved by the Board of Directors. Shareholder votes at the
annual meeting will be tabulated by the Company's transfer agent, Chemical Bank,
or any successor thereto.

<PAGE>
CORPORATE GOVERNANCE

The Board of Directors has the responsibility for establishing broad
corporate policies and for the overall performance of the Company, taking into
consideration the interests of all shareholders regardless of class. Members of
the Board are kept informed of the Company's business by various reports sent to
them regularly, as well as by operating and financial reports made at Board and
Committee meetings by the Chairman and other officers. During 1994 the Board met
eight times.

The Executive Committee of the Board may exercise substantially all the
authority of the Board during the intervals between the meetings of the Board.
The Executive Committee currently consists of Mr. Farrell, as Chairman, and all
other directors, except that a quorum of the Executive Committee consists of one
third of the number of members of the Committee, three of whom must not be
employees of the Company or any of its subsidiaries. The Executive Committee met
once during 1994.

The Audit and Ethics Committee recommends to the Board the selection by the
shareholders at their annual meeting of a firm of independent public
accountants. In addition, the Committee confers with the Company's independent
public accountants to review the plan and scope of their proposed audit as well
as their findings and recommendations upon the completion of the audit. The
Committee meets with the independent public accountants and with appropriate
Company financial personnel and internal auditors regarding the Company's
internal controls, practices and procedures. The Committee also oversees the
Company's legal and business ethics compliance programs. The Audit and Ethics
Committee currently consists of Mr. Anton, as Chairman, Dr. Haywood and Messrs.
Jordan and Stone, none of whom is an officer or employee of the Company or any
of its subsidiaries, and met four times during 1994.

The Compensation and Benefits Committee is responsible for establishing and
reviewing policies governing salaries, incentive compensation and the terms and
conditions of employment of senior executives and other key employees of the
Company. In addition, the Committee is responsible for the oversight of the
Company's stock option plans for employees and similar plans which may be
maintained from time to time by the Company and has authority to grant options
under the Company's 1988 Stock Option Plan. The Committee coordinates with the
appropriate financial, legal and administrative personnel of the Company, as
well as outside experts retained in connection with the administration of these
plans. The Compensation and Benefits Committee currently consists of Mr.
Spilman, as Chairman, and Messrs. Ackerman, Anton and Zimmerman, none of whom is
an officer or employee of the Company or any of its subsidiaries, and met four
times during 1994.

The Nominating Committee recommends to the Board nominees for election as
directors and as senior executive officers of the Company. In addition, the
Committee reviews the performance of incumbent directors in determining whether
to recommend them to the Board for renomination. Directors are selected on the
basis of recognized achievements and their ability to bring expertise and
experience to the deliberations of the Board. The Nominating Committee also
administers the Directors' Charitable Award Program. The Nominating Committee
currently consists of Mr. Zimmerman, as Chairman, Messrs. Broadhead and Craig
and Dr. Haywood, none of whom is an officer or employee of the Company or any of
its subsidiaries, and met three times during 1994. For information concerning
procedures to be followed for submitting names of nominees for consideration by
the Nominating Committee, see 'Other Information -- Shareholder Proposals.'

The Finance Committee recommends to the Board dividend and other actions
and policies regarding the financial affairs of the Company, including those
relating to matters that may affect the

<PAGE>
financial strength of the Company. The Finance Committee currently consists of
Mr. Craig, as Chairman, and Messrs. Barker, Jordan and Spilman, none of whom is
an officer or employee of the Company or any of its subsidiaries, and met four
times during 1994.

The Pension Committee is responsible for the oversight of the Company's
Pension-Retirement Plan and Savings-Investment Plan and any similar plans which
may be maintained from time to time by the Company. The Committee also has
general oversight responsibility for pension plans maintained by foreign and
other subsidiaries of the Company. The Committee has authority to adopt
amendments to the Company's Pension-Retirement Plan, Pension Equalization Plan
and Savings-Investment Plan. In carrying out these responsibilities the
Committee coordinates with the appropriate financial, legal and administrative
personnel of the Company, including the Administrative Committee, as well as
outside experts retained in connection with the administration of those plans.
The Pension Committee currently consists of Mr. Stone, as Chairman, and Messrs.
Ackerman, Barker and Broadhead, none of whom is an officer or employee of the
Company or any of its subsidiaries. The Pension Committee met four times during
1994.

During 1994 all incumbent directors attended at least 75% of the total
number of meetings of the Board of Directors and of the committees of the Board
on which they served, except for Mr. Marshall. Average attendance at those
meetings was approximately 91%.

COMPENSATION OF DIRECTORS

Each non-employee director is paid an annual retainer fee of $18,000, an
attendance fee of $1,100 per day for each meeting of the Board and of each
committee of the Board and a fee of $1,100 per day for rendering any special
services to the Company at the request of the Chairman of the Board. A director
may elect to defer receipt of his fees to future years and to receive interest
thereon, compounded quarterly, at the prime commercial lending rate of Morgan
Guaranty Trust Company of New York.

Each non-employee director with at least five years of service receives a
pension, if he retires at or after age 72, does not stand for reelection because
he will attain age 72 during the ensuing term, retires prior to age 72 but after
age 65 for reasons such as health or relocation or retires at any time after a
change in control (as defined). Such a director with five years of service
receives a pension equal to 50% of the annual retainer fee in effect at the time
of his retirement; for each additional year of service a director receives an
additional 10% of such retainer fee until his retirement income equals the
annual retainer fee in effect at the time of his retirement.

Under the Non-Employee Directors' Stock Option Plan, adopted by the
shareholders in 1988 and amended by the shareholders in 1993, an option grant
for 10,000 shares of Services Stock and 2,000 shares of Minerals Stock, at
option prices of 100% of fair market value on the date of grant is made to each
non-employee director upon his election as a director. Each option is
exercisable immediately as to one third of the shares and as to an additional
one third on the first and second anniversaries of the grant date. Pursuant to
the 1993 amendment, the Non-Employee Directors' Stock Option Plan provides for
automatic annual grants of options for 1,000 shares of Services Stock and 200
shares of Minerals Stock at 100% of fair market value on the date of grant to
each Non-Employee Director on each July 1 so long as the plan remains in effect
(the first such grants were made on August 1, 1993); cash retainer fees were
reduced in connection with the approval of such amendment. Each such option will
become exercisable six months from the date of grant. Each option granted under
the Non-Employee Directors' Stock Option Plan constitutes a nonqualified stock
option under the Internal Revenue Code of 1986, as

<PAGE>
amended (the 'Code'), and terminates ten years from the date of grant. The
Non-Employee Directors' Stock Option Plan expires May 11, 1998.

Under the Directors' Charitable Award Program the Company will contribute
$1,100,000 on behalf of each participating director after such director's death.
Of that amount, $100,000 will be donated to one or more tax-exempt organizations
designated by the Company, and $1,000,000 will be donated in accordance with the
director's recommendations to eligible educational institutions and charitable
organizations. Each of the Company's non-employee directors and Mr. Farrell
currently participate in the Directors' Charitable Award Program. The Company is
the owner and beneficiary of life insurance policies insuring the lives of the
participating directors. Premiums paid in 1994 in respect of such policies
totaled an aggregate of approximately $361,007.

ADDITIONAL INFORMATION

EXECUTIVE COMPENSATION

The following table sets forth information with respect to the compensation
of the Chief Executive Officer, the other four highest paid executive officers
of the Company and a former executive officer who resigned in December 1994:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
---------------------
OPTIONS (NUMBER OF
ANNUAL COMPENSATION SHARES)(d)
---------------------- --------------------- ALL OTHER
YEAR SALARY(b) BONUS(c) SERVICES MINERALS COMPENSATION(a)
---- --------- -------- -------- -------- ---------------

<S> <C> <C> <C> <C> <C> <C>
J. C. Farrell 1994 $463,500 $475,000 None None $11,388
Chairman, President 1993 425,000 425,000 100,000 68,000 13,602
and Chief Executive 1992 412,500 250,000 61,800 12,360 13,336
Officer
G. R. Spindler 1994 262,333 80,000 None None 10,066
President and Chief 1993 254,000 110,000 None 60,000 11,920
Executive Officer of Pittston Coal 1992 243,000 100,000 None 24,300 11,654
Company and Senior Vice
President of the Company (e)
D. L. Marshall 1994 260,417 75,000 None None 9,444
Vice Chairman and 1993 345,000 240,000 85,000 16,000 12,968
Chief Financial 1992 343,333 210,000 30,500 6,100 12,702
Officer (f)
G. R. Rogliano 1994 167,767 95,000 None None 9,213
Vice President -- Controllership 1993 161,166 85,000 36,000 10,000 10,918
and Taxes 1992 153,333 67,000 10,000 2,000 10,571
F. T. Lennon 1994 168,500 80,000 None None 9,186
Vice President -- Human Resources 1993 162,000 55,000 32,000 8,000 10,906
and Administration 1992 152,875 60,000 15,000 3,000 20,571
J. B. Hartough 1994 165,242 70,000 None None 9,113
Vice President -- Corporate Finance 1993 158,000 55,000 32,000 8,000 9,720
and Treasurer 1992 152,042 39,000 8,000 1,600 10,473
</TABLE>

<PAGE>
(a) The Company made matching contributions under the Savings-Investment Plan in
1994 in the amount of $7,500 for each of the named executive officers. The
Savings-Investment Plan is a compensation reduction plan intended to qualify
under Section 401(k) of the Code. Under the Savings-Investment Plan employee
contributions are matched at rates of 50% to 125% up to 5% of covered
compensation (subject to limitations imposed by such Code). In 1994 the
Company paid life insurance premiums under the Executive Salary Continuation
Plan in the amount of $3,888 for Mr. Farrell; $2,566 for Mr. Spindler;
$1,944 for Mr. Marshall; $1,713 for Mr. Rogliano; $1,686 for Mr. Lennon and
$1,613 for Mr. Hartough. The Executive Salary Continuation Plan provides a
death benefit equal to three times a covered employee's annual salary
payable in ten equal annual installments to the employee's spouse or other
designated beneficiary.

(b) Salaries before compensation reduction payments under the Savings-Investment
Plan and the Deferral of Salary and Supplemental Savings Plan portions of
the Company's Key Employees' Deferred Compensation Program.

Under the Supplemental Savings Plan portion of the Program, $11,874.96 of
Mr. Farrell's salary for 1994 was deferred, and he received a Company
matching contribution with respect thereto of $11,874.96, both of which
amounts were, as of January 1, 1995, converted under such Program into
430.8766 Services Stock equivalent units ('Services Units') and 528.0107
Minerals Stock equivalent units ('Minerals Units') and credited to his
account at a rate per Services Unit equal to the average market price
($27.56) of a share of the Company's Services Stock during the period
commencing on the first day of the month after his salary equalled the
maximum amount of considered compensation for 1994 pursuant to Code Section
401 (a)(17) and ending on December 31, 1994 and at a rate per Minerals Unit
equal to the average market price ($22.49) of a share of the Company's
Minerals Stock during such period. In addition, on January 1, 1995 Mr.
Farrell's account was credited with an additional 1.0124 Services Units and
an additional 4.5816 Minerals Units in respect of cash dividends that were
paid on the Company's Services Stock and Minerals Stock during 1994 on the
basis of ratable crediting to his account during such year of the Services
and Minerals Units that were credited to his account on January 1, 1995 with
respect to the Supplemental Savings Plan portion of the Program.

Under the Supplemental Savings Plan portion of the Program, $5,616.67 of Mr.
Spindler's salary for 1994 was deferred, and he received a Company matching
contribution with respect thereto of $2,808.34, both of which amounts were,
as of January 1, 1995, converted under such Program into 365.6688 Minerals
Units and credited to his account at a rate per Minerals Unit equal to the
average market price ($23.04) of a share of the Company's Minerals Stock
during the period commencing on the first day of the month after his salary
equalled the maximum amount of considered compensation for 1994 pursuant to
Code Section 401 (a)(17) and ending on December 31, 1994. In addition, on
January 1, 1995 Mr. Spindler's account was credited with an additional
2.7328 Minerals Units in respect of cash dividends that were paid on the
Company's Minerals Stock during 1994 on the basis of ratable crediting to
his account during such year of the Minerals Units that were credited to his
account on January 1, 1995 with respect to the Supplemental Savings Plan
portion of the Program.

Under the Supplemental Savings Plan portion of the Program, $5,000.04 of Mr.
Marshall's salary for 1994 was deferred, and he received a Company matching
contribution with respect thereto of $5,000.04, both of which amounts were,
as of January 1, 1995, converted under such Program into 362.8476 Services
Units and credited to his account at a rate per Services Unit equal to the
average market price ($27.56) of a share of the Company's Services Stock
during the period commencing on the first day of the month after his salary
equalled the maximum amount of considered compensation for 1994 pursuant to
Code Section 401 (a)(17) and ending on December 31, 1994. In addition, on
January 1, 1995 Mr. Marshall's account was credited with an additional .8526
Services Unit in respect of cash dividends that were paid on the Company's
Services Stock during 1994 on the basis of ratable crediting to his account
during such year of the Services Units that were credited to his account on
January 1, 1995 with respect to the Supplemental Savings Plan portion of the
Program.

Under the Supplemental Savings Plan portion of the Program, $888.40 of Mr.
Rogliano's salary for 1994 was deferred, and he received a Company matching
contribution with respect thereto of $888.40, both of which amounts were, as
of January 1, 1995, converted under such Program into 70.3405 Services Units
and credited to his account at a rate per Services Unit equal to the average
market price ($25.26) of a share of the Company's Services Stock during the
period commencing on the first day of the month after his salary equalled
the maximum amount of considered compensation for 1994 pursuant to Code
Section 401 (a)(17) and ending on December 31, 1994.

Mr. Lennon elected to defer 5% of his salary for 1994, and as of January 1,
1995, the amount of $4,275 was converted under such Program into 108.5813
Services Units and 57.0253 Minerals Units and credited to his account at a
rate per Services Unit equal to the average market price ($27.56) of a share
of the Company's Services Stock during the portion of the year he was a
participant in this portion of the Program and at a rate per Minerals Unit
equal to the average market price ($22.49) of a share of the Company's
Minerals Stock during such period. Under the Supplemental Savings Plan
portion of the Program, $925 of Mr. Lennon's salary for 1994 was deferred,
and he received a Company matching contribution with respect thereto of
$925, both of which amounts were, as of January 1, 1995, converted under
such Program into 58.5907 Services Units and 16.0312 Minerals Units and
credited to his account at a rate per Services Unit equal to the average
market price ($25.26) of a share of the Company's Services Stock during the
period commencing on the first day of the month after his salary equalled
the maximum amount of

<PAGE>
considered compensation for 1994 pursuant to Code Section 401 (a)(17) and
ending on December 31, 1994 and at a rate per Minerals Unit equal to the
average market price ($23.08) of a share of the Company's Minerals Stock
during such period. In addition, on January 1, 1995 Mr. Lennon's account was
credited with an additional .2552 Services Unit and an additional .4947
Minerals Unit in respect of cash dividends that were paid on the Company's
Services Stock and Minerals Stock during 1994 on the basis of ratable
crediting to his account during such year of the Services and Minerals Units
that were credited to his account on January 1, 1995 with respect to the
Deferral of Salary and Supplemental Savings Plan portions of the Program.

Under the Supplemental Savings Plan portion of the Program, $762.20 of Mr.
Hartough's salary for 1994 was deferred, and he received a Company matching
contribution with respect thereto of $762.20, both of which amounts were, as
of January 1, 1995, converted under such Program into 66.0485 Minerals Units
and credited to his account at a rate per Minerals Unit equal to the average
market price ($23.08) of a share of the Company's Minerals Stock during the
period commencing on the first day of the month after his salary equalled
the maximum amount of considered compensation for 1994 pursuant to Code
Section 401 (a)(17) and ending on December 31, 1994.

Under the Program, distributions with respect to the Services Units and the
Minerals Units are to be made in shares of Services Stock and Minerals
Stock, respectively, on the basis of one share for each Unit (with cash paid
for fractional Units), but the aggregate value of the shares so distributed
may not be less than the aggregate amount of the salary deferred pursuant to
the Deferral of Salary portion of the Program and the related dividends in
respect of which such Units were initially credited.

(c) Annual incentive payments under the Key Employees Incentive Plan. Mr.
Farrell elected to defer 50% of his cash incentive payment for 1994 pursuant
to the Deferral of Cash Incentive Payments portion of the Company's Key
Employees' Deferred Compensation Program, and as of January 1, 1995, the
amount of $237,500 was converted under such Program into 4,701.1085 Services
Units and 5,145.1473 Minerals Units and credited to his account at a rate
per Services Unit equal to the average market price ($25.26) of a share of
the Company's Services Stock in December 1994 and at a rate per Minerals
Unit equal to the average market price ($23.08) of a share of the Company's
Minerals Stock in December 1994. Messrs. Marshall, Rogliano, Lennon and
Hartough elected to defer portions of their 1994 cash incentive payments as
of the same date and at the same rate for Services Units and/or Minerals
Units as follows: 20% of Mr. Marshall's payment, $15,000, was converted into
593.8242 Services Units; 30% of Mr. Rogliano's payment, $28,500, was
converted into 1,015.4394 Services Units and 123.4835 Minerals Units; 30% of
Mr. Lennon's payment, $24,000, was converted into 665.0831 Services Units
and 311.9584 Minerals Units; and 70% of Mr. Hartough's payment, $49,000, was
converted into 775.9303 Services Units and 1,273.8302 Minerals Units. Under
the Supplemental Savings Plan portion of such Program, a further $23,750,
$3,500, $4,000, $4,750 and $4,000 was deferred with respect to the 1994 cash
incentive payments of Messrs. Farrell, Hartough, Lennon, Rogliano and
Spindler, respectively, and they received Company matching contributions
with respect thereto of $23,750, $3,500, $4,000, $4,750, and $2,000,
respectively, and both of such amounts were converted into 940.2217 Services
Units and 1029.0295 Minerals Units, in the case of Mr. Farrell; 259.9653
Minerals Units, in the case of Mr. Spindler; 376.0887 Services Units, in the
case of Mr. Rogliano; 253.3650 Services Units and 69.3241 Minerals Units, in
the case of Mr. Lennon; and 303.2929 Minerals Units, in the case of Mr.
Hartough, in each case at the rates at which Units were credited under the
Deferral of Cash Incentive Payments portion of the Program. In addition,
dividend credits of 49.2438 Services Units and 96.2962 Minerals Units, in
the case of Mr. Farrell; 12.5212 Services Units and 4.3302 Minerals Units,
in the case of Mr. Marshall; 2.8744 Services Units and 3.3848 Minerals
Units, in the case of Mr. Rogliano; 4.9176 Services Units and 5.7600
Minerals Units, in the case of Mr. Lennon; and 6.7415 Services Units and
19.3530 Minerals Units, in the case of Mr. Hartough, were made to such
persons' accounts during 1994 in respect of cash dividends that were paid on
the Company's Services Stock and Minerals Stock during 1994 based on the
number of Units credited to such accounts on the payment dates for such
dividends. Under the Program, distributions with respect to the Services
Units and the Minerals Units are to be made in shares of Services Stock and
the Minerals Stock, respectively, on the basis of one share for each Unit
(with cash paid for fractional Units), but the aggregate value of the shares
so distributed may not be less than the aggregate amount of the cash
incentive payment deferred and the related dividends in respect of which
such Units were initially credited. Such distributions will be made upon
termination of employment or earlier upon election made more than one year
prior to distribution.

(d) Options granted under the 1988 Stock Option Plan. Options granted to each
executive officer prior to approval of the Services Stock Proposal by the
shareholders at the 1993 Annual Meeting were converted to options for
Services Stock and/or Minerals Stock on July 26, 1993 on the basis of one
share of Services Stock for each share of former Common Stock and one fifth
of one share of Minerals Stock for each share of former Common Stock, except
in the case of Mr. Spindler, whose options were converted on the basis of
1.215 shares of Minerals Stock for each share of former Common Stock.

(e) Mr. Spindler resigned as President and Chief Executive Officer of Pittston
Coal Company and Senior Vice President of the Company on December 31, 1994.

(f) Mr. Marshall resigned as Chief Financial Officer of the Company on February
9, 1994. He remains the Vice Chairman of the Board and a director of the
Company.

<PAGE>
STOCK OPTIONS

The following table sets forth information concerning the exercise of
options during 1994 and unexercised options held at the end of such year.

AGGREGATED OPTION EXERCISES IN 1994
AND YEAR-END OPTION VALUES
STOCK OPTIONS

<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
SHARES OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED DECEMBER 31, 1994 DECEMBER 31, 1994
ON VALUE ---------------------------- ----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------------------- --------- ---------- ----------- ------------- ----------- -------------

<S> <C> <C> <C> <C> <C> <C>
J. C. Farrell
Services..................... -0- $ -0- 188,050 83,750 $ 2,141,505 $ 109,288
Minerals..................... -0- -0- 49,610 52,750 426,604 51,687
G. R. Spindler
Services..................... -0- -0- -0- -0- -0- -0-
Minerals..................... -0- -0- 101,568 49,557 1,130,822 81,987
D. L. Marshall(*)
Services..................... 105,500 1,555,630 21,250 63,750 -0- -0-
Minerals..................... 21,100 211,069 4,000 12,000 8,040 7,426
G. R. Rogliano
Services..................... -0- -0- 53,250 28,250 577,413 15,613
Minerals..................... 8,850 111,596 2,500 7,750 5,025 7,516
F. T. Lennon
Services..................... -0- -0- 46,750 25,250 512,288 15,613
Minerals..................... -0- -0- 9,750 6,250 97,844 6,587
J. B. Hartough
Services..................... -0- -0- 30,000 24,500 266,730 6,245
Minerals..................... -0- -0- 8,400 6,100 76,808 4,862
</TABLE>

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

(*) In February 1994 the Company accelerated the vesting of Mr. Marshall's
options for 34,000 shares of Services Stock and 9,850 shares of Minerals
Stock such that such options became exercisable on April 15, 1994.

PENSION-RETIREMENT PLAN

The Company maintains a noncontributory Pension-Retirement Plan (the
'Pension Plan') covering, generally, full-time employees of the Company and
participating subsidiaries who are not covered by a collective bargaining
agreement. The Pension Plan provides that an eligible employee upon retirement
at age 65 will receive an annual benefit equivalent to 2.1% of average salary
for his or her 36 consecutive months of highest earnings multiplied by the
number of years of service not to exceed 25 years, plus 1% of such average
salary multiplied by the number of years of service in excess

<PAGE>
of 25 years, less 0.55% of the average Social Security taxable wage base for the
relevant period provided in the Pension Plan multiplied by his or her years of
service not to exceed 35. Salary under the Pension Plan means regular
compensation, including commissions, bonuses, overtime and premium pay but
excluding any living or other expense allowances. An eligible employee who has
completed ten years of Vesting Service may retire at any time after reaching his
or her 55th birthday and become entitled to receive an actuarially reduced
pension. Employees may elect to have their annual pension benefits paid in the
form of a straight life annuity, joint and survivor annuity or period certain
annuity. The Pension Plan also provides certain disability retirement benefits
and death benefits. Accrued Plan benefits are vested upon employees' completion
of five years of Vesting Service. The Code limits the amount of pensions which
may be paid under federal income tax qualified plans. The Company's Board of
Directors has adopted a Pension Equalization Plan under which the Company will
make additional payments so that the total amount received by each person
affected by the Code limitations is the same as would otherwise have been
received under the Pension Plan. The Company has reserved the right to terminate
or amend the Pension Plan or the Pension Equalization Plan at any time.

The table below illustrates the estimated annual benefits payable upon
retirement at age 65 under the Pension and Pension Equalization Plans to
officers and other eligible employees in various classifications as to average
salary and years of service. The table does not reflect reductions on account of
the Social Security taxable wage base referred to above.

PENSION PLAN TABLE

<TABLE>
<CAPTION>
ESTIMATED ANNUAL PENSION
AVERAGE ANNUAL SALARY PAYABLE BASED ON SERVICES OF:
DURING 36 MONTHS ------------------------------------------------------------
OF HIGHEST PAY 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS
--------------------- -------- -------- -------- -------- --------

Such amounts are based on the assumption that the employee will be in the
Company's employ until normal retirement date (age 65), that the Pension and
Pension Equalization Plans will continue in effect without change and that
payments will be made on a straight life annuity basis. The Pension and Pension
Equalization Plans give effect to the full amount of earnings shown under the
salary and bonus columns of the Summary Compensation Table. At December 31,
1994, the executive officers named in such Table had been credited under the
Pension Plan with the following years of service: Messrs. Farrell and Marshall,
11 years; Mr. Rogliano, 11 years; Mr. Spindler, 8 years; Mr. Lennon, 17 years;
and Mr. Hartough, 8 years. Messrs. Farrell and Marshall are also entitled to
certain supplemental pension benefits under agreements with each of them. Such
supplemental pension benefits are calculated on the basis of the Company's
Pension Plan but with effect being given to periods of up to 20 years of certain
prior employment and with a reduction in such benefits to reflect any pension
payable under the Company's Plan and under the plan covering such prior
employment. The effect of these agreements is

<PAGE>
to increase the years of credited service as of December 31, 1994 for Messrs.
Farrell and Marshall to 27 and 29 years of service, respectively.

EMPLOYMENT AGREEMENTS

The Company has entered into employment agreements with Messrs. Farrell and
Marshall, extending through April 1996, in the case of Mr. Farrell, and May
1995, in the case of Mr. Marshall. The agreements provide for a minimum annual
salary of $425,000, in the case of Mr. Farrell, and $200,000, in the case of Mr.
Marshall. On March 10, 1994 the Compensation and Benefits Committee approved an
increase, effective April 1, 1994, to Mr. Farrell's annual salary from $425,000
to $475,000. Mr. Farrell's agreement also provides for a termination payment in
the event of termination of employment for reasons other than Due Cause (as
defined in the agreement). Such termination payment would be a lump sum cash
payment equal to the sum of (i) the annual salary in effect prior to
termination, multiplied by a fraction (the 'Remaining Term Multiplier'), the
numerator of which is the number of months in the remaining term of the
agreement and the denominator of which is twelve, (ii) the last annual bonus
actually paid, multiplied by the Remaining Term Multiplier and (iii) a
reasonable sum reflecting the economic equivalent of participation in all
applicable employee benefit programs of the Company for the remaining term of
the agreement. The Remaining Term Multiplier may not be less than 1.5. The
employment agreements also entitle each of Messrs. Farrell and Marshall to
participate in the Company's management and other employee benefit plans, to
receive supplemental pension and disability benefits and, in the event of
termination of employment for disability or early retirement after the original
term of his agreement, to be deemed eligible for early retiree medical coverage
under the Company's Comprehensive Medical Expense Benefits Plan regardless of
age and years of services as though December 31, 1994, had been an early
retirement date. In March 1995 the Company entered into a new employment
agreement with Mr. Marshall extending through May 1998, which will become
effective on June 1, 1995, upon the termination of his existing agreement. Such
agreement provides for a salary of $150,000 for the period beginning June 1,
1995 and ending May 31, 1996, and thereafter at a salary of $40,000 per year,
and entitles Mr. Marshall to participate in the Company's management and other
employee benefit plans applicable to his status, to receive supplemental pension
benefits, and, in the event of early retirement or termination of employment for
any other reason, to be deemed eligible for early retiree medical coverage under
the Company's Comprehensive Medical Expense Benefits Plan.

CHANGE IN CONTROL ARRANGEMENTS

In 1984 the Board approved the original employment agreement described
above with Mr. Farrell, as an inducement for him to accept employment with the
Company. At the same time the Board approved a supplemental employment agreement
with him, providing for continuation of employment after a 'change in control'
(as defined) of the Company, but not beyond age 65, at an annual salary equal to
his annual salary in effect on the date of the commencement of his employment in
1984 plus his first annual discretionary bonus, the aggregate of the two being
annually indexed from such commencement date, in the case of salary, and from
the date of payment, in the case of the bonus, by the following formula: the
higher of (i) 10% or (ii) 80% of the percentage change in the Consumer Price
Index. Under the supplemental employment agreement Mr. Farrell is entitled to
continue to participate in all management and employee benefit plans, to accrue
pension benefits and, in the event of termination of employment, to receive a
cash payment equivalent to the value of all unexercised

<PAGE>
stock options (whether or not then exercisable). Mr. Farrell has agreed to
remain in the Company's employ during the term of his supplemental agreement. In
case of termination of employment, Mr. Farrell is under no duty to mitigate
damages, and remuneration received from other sources cannot be offset against
the Company's obligations under the supplemental employment agreement. In 1984
the Board also approved a change in control agreement for Mr. Marshall; such
agreement terminated in May 1994.

The Company has entered into change in control employment agreements with
Messrs. Hartough, Lennon and Rogliano. In these agreements Messrs. Hartough,
Lennon and Rogliano agree to remain in the employ of the Company for a specified
term after a 'change in control' (as defined). In the agreements initial
aggregate cash compensation is determined on the basis of salary and bonus
levels paid when the agreement takes effect. In general, the Company may
terminate the employee's employment for 'cause,' and, in the case of Messrs.
Lennon and Rogliano's agreements, the employee may terminate his employment for
'good reason,' which includes an overall reduction in authority or
responsibility or a requirement to change base location. In case of termination
for 'good reason,' the employee is, in substance, entitled to receive an amount
equal to his compensation for the remaining term of his agreement or, in certain
cases, a discounted lump-sum payment. In 1988 the Company entered into a similar
change in control employment agreement with Mr. Spindler; such agreement expired
in December 1994.

In case a 'change in control' should occur, for example on July 1, 1995,
the terms of the change in control employment agreements would be as follows:
Mr. Farrell, 60 months; and Messrs. Hartough, Lennon and Rogliano, 36 months.

Not later than 90 days following a change in control, the Company is
obligated to contribute an amount in cash to a trust established between the
Company and The Chase Manhattan Bank (National Association). Such amount must be
sufficient to provide the benefits to which (a) participants under the Pension
Equalization Plan and the Retirement Plan for Non-Employee Directors (the
'Plans') and (b) employees covered under certain employment contracts, including
Messrs. Farrell and Marshall, are entitled pursuant to the terms of the Plans
and employment contracts as in effect on the date of the change in control. The
assets of the trust will be subject to the claims of the Company's general
creditors in the event of the Company's insolvency.

COMPLIANCE WITH SECTION 16(A)

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and any persons who own more than 10% of a
registered class of the Company's equity securities to file with the Securities
and Exchange Commission and the New York Stock Exchange reports of ownership and
changes in ownership of common stock and other equity securities of the Company.
Officers, directors and greater than 10% shareholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file. Based solely on a review of the copies of such reports furnished to the
Company or written representations that no other reports were required, the
Company believes that, during 1994, all filing requirements applicable to its
officers, directors and greater than 10% beneficial owners were complied with.

<PAGE>
REPORT OF COMPENSATION AND BENEFITS COMMITTEE

The Compensation and Benefits Committee of the Board of Directors (the
'Compensation Committee') is responsible for establishing and reviewing policies
governing salaries, incentive compensation, and the terms and conditions of
employment of executive officers of the Company. The policies of the
Compensation Committee applicable to the compensation of executive officers are
described below.

The Compensation Committee has established an overall compensation program
to attract, retain and motivate executive officers and to enhance their
incentive to perform at the highest level and contribute significantly to the
Company's success. Recognizing the desirability of tying the compensation of
executive officers to performance and of aligning their interests closely to the
long-term interests of the Company and its shareholders, the Compensation
Committee has determined that a significant part of the compensation of
executive officers should be paid in the form of annual incentive payments under
the Key Employees Incentive Plan and stock option grants.

The Compensation Committee has from time to time engaged a recognized
consultant in the executive compensation field to review and confirm the
appropriateness of the Company's salary, annual bonus and long-term incentive
programs for executive officers. In collaboration with that consultant, the
Compensation Committee has developed a policy to make available to executive
officers the opportunity to earn annual cash compensation close to the 50th
percentile for comparable positions in companies of similar size across all
industries from whom the Company seeks to attract executive officers. Cash
compensation is paid to executive officers in the form of salaries and annual
incentive payments under the Key Employees Incentive Plan.

The Compensation Committee periodically reviews the salaries of executive
officers in light of competitive standards and the Compensation Committee's
evaluation of their individual performance and makes such adjustments as are
appropriate. Each year the Compensation Committee prescribes target cash
incentive awards for executive officers under the Key Employees Incentive Plan.
Such target incentives are indicative of the incentive payment that an executive
officer might expect to receive for such year based upon a strong performance by
the individual executive officer in achieving established individual objectives,
his operating or staff unit and the overall performance of the Company or
relevant operating groups. For purposes of calculating actual awards under such
guidelines, individual performance is given a weight factor of 50%, and unit and
the Company or relevant operating group performance are each given weight
factors of 25%.

Under the policy and administrative guidelines adopted by the Compensation
Committee for 1994, the Chief Executive Officer of the Company (the 'CEO') had a
target cash incentive award of 50% of salary based on full performance by the
Company and by him individually. Based on such guidelines, the CEO's actual
award could have ranged from 0 to 100% of salary, depending on his performance
rating and that of the Company as determined by the Compensation Committee and
approved by the Board. The Committee recommended and the Board approved an
annual incentive payment of $475,000 or 100% of salary for the CEO for 1994
after considering the following quantitative and qualitative measures of the
Company's performance in 1994: (i) estimated actual earnings and cash flow on a
consolidated basis, (ii) estimated actual operating earnings and cash flow of
each reportable business segment, (iii) the employee safety performance of each
segment, (iv) the achievement of record earnings in each of the Services
segments, (v) the achievement of record revenues in each of the

<PAGE>
Services segments, (vi) the achievement of record cash flows at Burlington and
significant cash flow improvements in the other Services segments, (vii) the
implementation of the integration of assets acquired from Addington Resources,
Inc. and (viii) the increase in productivity at Pittston Coal. In evaluating the
performance of each business segment and the Company as a whole, the Committee
took into account as additional factors and criteria: pricing and market
conditions affecting each business segment; the effect of the world economy on
such businesses; comparative performance of the Company's competitors;
productivity and cost containment measures successfully carried out; progress of
management development and employee relations efforts; and the quality of
strategic planning and communications with external constituencies. The
Committee's evaluation of the CEO's performance was based not only on the
measures of the Company's performance and the other factors and criteria
described above but also on the Committee's good faith business judgement of the
CEO's performance as it related to results in 1994 and the long-term positioning
of the Company. The Compensation Committee did not attach specific weights to
the foregoing factors, but in general the Committee attached more significance
to earnings results than the other factors.

In 1994 the Compensation Committee made no stock option grants to executive
officers of the Company.

The Compensation Committee believes that reasonable post-takeover
employment arrangements are often an essential aspect of the terms of employment
of executive officers. The Committee also recognizes the importance to the
Company of retaining its executive officers during and after the disruption
typically provoked by a takeover offer (whether or not ultimately successful).
The Company is party to a 'change in control' employment agreement with each of
its executive officers, and the Compensation Committee is firmly of the view
that the Company and its shareholders have benefitted from the relatively modest
protection which such agreements afford to its executive officers. The Company
also has entered into employment agreements with Messrs. Farrell and Marshall.
The Compensation Committee believes that these employment agreements provide
reasonable compensation arrangements and give the Company a high degree of
management stability during a period of economic change.

The Omnibus Budget Reconciliation Act of 1993 contained a new Internal
Revenue Code Section 162(m)(1) which disallows a tax deduction for any publicly
held corporation for remuneration exceeding $1 million in any taxable year for
chief executive officers and certain other executive officers, except for
remuneration paid under qualifying 'performance based' plans. In 1994 the
Company's shareholders approved amendments to the 1988 Stock Option Plan which
qualify the grant of options under such Plan under Section 162(m). The Committee
will continue to evaluate the impact of the Section 162(m)(1) limitations on an
ongoing basis in light of final regulations and future events with an objective
of achieving deductibility to the extent appropriate.

Robert H. Spilman, Chairman
Roger G. Ackerman
Mark J. Anton
Adam H. Zimmerman

<PAGE>
PERFORMANCE GRAPHS

The following graphs show a five-year comparison of cumulative total
returns for each class of the Company's common stock, the S&P 500 Index, the S&P
Transportation Index, an index of peer services companies (the 'Services Index')
selected by the Company, an index of peer minerals companies (the 'Minerals
Index') selected by the Company and a composite index of peer companies (the
'Composite Peer Group Index') selected by the Company.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
THE PITTSTON COMPANY, THE S&P 500 INDEX
AND THE COMPOSITE PEER GROUP INDEX(1)
(FISCAL YEAR ENDING DECEMBER 31)

[PERFORMANCE GRAPH]

1989 1990 1991 1992 7/6/93 12/31/93 1994
<S> <C> <C> <C> <C> <C> <C> <C>
The Pittston Company 100 90 81 72 90 168 156
S&P 500 Index 100 97 126 136 140 149 151
Composite Peer Index 100 79 103 118 106 141 125
</TABLE>

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

(1) On July 26, 1993, the Company's shareholders approved the Services Stock
Proposal under which the Company reclassified its former single class of
common stock by redesignating it as Pittston Services Group Common Stock and
distributing a second class of common stock designated as Pittston Minerals
Group Common Stock on the basis of one fifth of one share of such Stock for
each share of the Company's former common stock held by shareholders of
record on July 26, 1993. For the line designated as 'The Pittston Company'
the graph depicts the cumulative return on $100 invested in the Company's
former single class of common stock from January 1, 1989 through July 5,
1993 (the last trading day prior to the commencement of trading in the
Services Stock and the Minerals Stock). Since July 6, 1993 (the date of
commencement of trading in the Services Stock and the Minerals Stock) the
graph depicts the cumulative return on a capitalization-weighted combination
of Services Stock and Minerals Stock. For the S&P 500 Index and the
Composite Peer Group Index, cumulative returns are measured on an annual
basis for the period from January 1, 1989 through July 5, 1993 and then from
July 6, 1993 through December 31, 1994, with the value of each index set to
$100 on January 1, 1989. Total return assumes reinvestment of dividends. The
returns of the component companies included in the Composite Peer Group
Index are weighted

<PAGE>
according to such company's market capitalization at the beginning of each
period. Companies in the Composite Peer Group Index are as follows:
Addington Resources, Inc.; Air Express International Corporation;
Consolidated Freightways, Inc.; Expeditors International Inc.; Federal
Express Corporation; Harper Group Inc.; MAPCO; Wackenhut Corporation (Class
A); and Westmoreland Coal Company. In constructing the Composite Peer Group
Index for 1994 the Company has omitted Nerco Inc., which was included in
prior years, because such company's shares ceased to be publicly traded in
1994.

COMPARISON OF CUMULATIVE TOTAL RETURN AMONG MINERALS GROUP COMMON STOCK,
SERVICES GROUP COMMON STOCK, THE S&P 500 INDEX, THE S&P TRANSPORTATION INDEX,
THE MINERALS PEER INDEX AND THE SERVICES PEER INDEX(2)
(FROM JULY 6, 1993 THROUGH DECEMBER 31, 1994)

[PERFORMANCE GRAPH]

<TABLE>
<CAPTION>
7/6/93 12/31/93 1994
<S> <C> <C> <C>
Pittston Minerals 100 190 210
Pittston Services 100 187 169
S&P 500 Index 100 107 108
S&P Transportation Index 100 116 97
Minerals Peer Index 100 113 94
Services Peer Index 100 131 123
</TABLE>

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

(2) The graph depicts the cumulative return from July 6, 1993, the date of
commencement of trading in the Services Stock and the Minerals Stock,
through December 31, 1994 on $100 invested on that date in either Services
Stock, Minerals Stock, the Services Index, the Minerals Index, S&P 500 Index
or the S&P Transportation Index. Total return assumes reinvestment of
dividends. The Services Index consists of a market capitalization-weighted
combination of the common stocks of Air Express International Corporation;
Consolidated Freightways, Inc.; Expeditors International Inc.; Federal
Express Corporation; Harper Group Inc.; Wackenhut Corporation (Class A); ADT
Limited; and Borg Warner, Inc. The Minerals Index consists of a market
capitalization-weighted combination of the common stocks of Addington
Resources, Inc.; MAPCO; Ashland Coal Company; and Westmoreland Coal Company.

<PAGE>
PROPOSALS OF THE BOARD

The following proposals are expected to be presented to the meeting. With
respect to each proposal all shares of Minerals and Services Stock will vote
together as a single voting group, and each such share will have one vote.
Proposal No. 1 -- Election of Directors: in order to be elected, nominees for
director must receive a plurality of the votes cast by those present in person
or represented by proxy at the meeting and entitled to vote thereon. Abstentions
and shares held by a broker in 'street name' ('Broker Shares') that are not
voted in the election of directors will not be included in determining the
number of votes cast. Proposal No. 2 -- Approval of the Selection of
Independent Certified Public Accountants: must receive more votes cast in favor
of such proposal by holders of the shares present in person or represented by
proxy at the meeting and entitled to vote thereon than votes cast in opposition
to such proposal by such holders. Abstentions and Brokers Shares that are not
voted on Proposal No. 2 will not be counted in determining the number of votes
cast. Proposal No. 3 -- Amendment and Restatement of the Key Employees'
Deferred Compensation program: must receive the affirmative vote of the holders
of a majority of shares present in person or represented by proxy at the meeting
and entitled to vote thereon. Abstentions and Broker Shares that are voted as to
any matter presented at the meeting, but not voted on Proposal No. 3, will be
counted as present but not voted and will have the same effect as votes cast in
opposition to such Proposal. Broker Shares that are not voted on any matter
presented at the meeting will not be included in determining the number of
shares present or represented at the meeting.

PROPOSAL NO. 1 -- ELECTION OF DIRECTORS

In accordance with the Company's charter and bylaws, the Board of Directors
is divided into three classes, with the term of office of one of the three
classes of directors expiring each year and with each class being elected for a
three-year term. Under the bylaws the number of directors that constitute the
entire Board is currently twelve. Following the meeting of the Board of
Directors scheduled to be held on the date of the Annual Meeting of
Shareholders, there will be a vacancy in the class of directors whose term
expires in 1996.

The nominees for election as directors for three-year terms expiring in
1998 are: Messrs. James R. Barker, James L. Broadhead, Ronald M. Gross and David
L. Marshall.

The Board of Directors has no reason to believe that any of the nominees
are not available or will not serve if elected. If any of them should become
unavailable to serve as a director, full discretion is reserved to the persons
named as proxies to vote for such other persons as may be nominated.

<PAGE>
Set forth below is information concerning the age, principal occupation and
employment during the past five years, other directorships and positions with
the Company of each nominee and director, and the year in which he first became
a director of the Company.

<TABLE>
<S> <C>
NOMINEES FOR ELECTION AS DIRECTORS FOR
A THREE-YEAR TERM EXPIRING IN 1998

[PHOTO] JAMES R. BARKER, 59, is Chairman of The Interlake Steamship Co.
and Global Self Unloaders Inc. He is also Vice Chairman of
Mormac Marine Group, Inc. and Moran Towing Corp. Mr. Barker
was formerly Chairman of the Board of Moore McCormack Re-
sources, Inc., and Chairman of that company's operating
subsidiaries since April 1979. He was also Chief Executive
Officer of Moore McCormack Resources, Inc., from 1971 to
January 1987. In 1969 Mr. Barker co-founded a management
consulting firm, Temple, Barker & Sloane, Inc., and served in
the capacity of Executive Vice President. Mr. Barker is a
director of GTE Corporation. He is a member of the Board of
Trustees of Stamford Hospital and a member of the Business
Advisory Committee of the Transportation Center at
Northwestern University and the Board of Visitors of Columbia
University. Mr. Barker has been a director of the Company
since July 1993 and is a member of the Executive Committee,
the Finance Committee and the Pension Committee.

[PHOTO] JAMES L. BROADHEAD, 59, is Chairman and Chief Executive Officer
of FPL Group, Inc., a public utility holding company. From
1989 to 1990 he served as President and Chief Executive
Officer of FPL Group, Inc., and from 1984 to 1988 he served
GTE Corporation, a telecommunications company, in various
executive capacities, including President of GTE's Telephone
Operating Group. He is a director of FPL Group, Inc. and its
subsidiary Florida Power & Light Company, Barnett Banks, Inc.
and Delta Air Lines, Inc. Mr. Broadhead has been a director
of the Company since 1983 and is a member of the Executive
Committee, the Nominating Committee and the Pension
Committee.
</TABLE>

<PAGE>
<TABLE>
<S> <C>
[PHOTO] RONALD M. GROSS, 61, is Chairman, President and Chief Executive
Officer of Rayonier Inc., a global supplier of specialty
pulps, timber and wood products. Mr. Gross joined Rayonier in
1978 as President and Chief Operating Officer and became
Chief Executive Officer in 1981 and Chairman in 1984. He is a
director of Lukens Inc. and is a member of the Executive
Committee of the Board of Directors of the American Forest
and Paper Association and Vice Chairman of its International
Business Committee. Mr. Gross is on the Executive Board of
the Center for International Trade in Forest Products at the
University of Washington and is a former member of the
Investment Policy Advisory Committee of the United States
Trade Representative.

[PHOTO] DAVID L. MARSHALL, 56, is Vice Chairman of the Board of the
Company and has served in that capacity since July 1990. He
is also Director and Treasurer of the Low Country Human
Development Center. Mr. Marshall served from 1984 to February
1994 as Chief Financial Officer of the Company and from 1984
to 1990 as Executive Vice President. From 1986 to February
1994 he served as Chairman of the Board of Burlington Air
Express Inc., and from 1985 to July 1993 he served as
Chairman of the Board of Brink's, Incorporated, both wholly
owned subsidiaries of the Company. Mr. Marshall has been a
director of the Company since 1986 and is a member of the
Executive Committee.

CONTINUING DIRECTORS

[PHOTO] ROGER G. ACKERMAN, 56, is President and Chief Operating Officer
of Corning Incorporated, a company engaged in specialty
glass, ceramics, communications and consumer products
manufacturing and in laboratory services. He has served
Corning Incorporated in various engineering, sales and
management capacities since 1962, including Group President,
Specialty Materials Group from 1985 to 1990. He is a director
of Corning Incorporated, Corning International Corporation,
Dow Corning Corporation and Massachusetts Mutual Life
Insurance Company. Mr. Ackerman has been a director of the
Company since 1991 and is a member of the Executive
Committee, the Compensation and Benefits Committee and the
Pension Committee. His current term as a director of the
Company expires in 1997.
</TABLE>

<PAGE>
<TABLE>
<S> <C>
[PHOTO] MARK J. ANTON, 69, is a private investor. From 1983 until his
retirement in 1989 he served Quantum Chemical Corporation in
various executive capacities, including Executive Vice
President of Quantum Chemical Corporation and President of
its Suburban Propane Division. He is a director of Phoenix
Home Life Insurance Company. Mr. Anton has been a director of
the Company since 1977 and is Chairman of the Audit and
Ethics Committee and a member of the Executive Committee and
the Compensation and Benefits Committee. His current term as
a director of the Company expires in 1997.

[PHOTO] WILLIAM F. CRAIG, 63, is a private investor. He served as
Chairman of New Dartmouth Bank from 1991 to 1994 and served
as Chief Executive Officer of New Dartmouth Bank from 1991 to
1992. From 1976 until his retirement in 1989, he served
Shawmut Bank, N.A., and its parent, Shawmut Corporation, a
bank holding company, in various executive capacities, in-
cluding Vice Chairman. Mr. Craig has been a director of the
Company since 1974 and is Chairman of the Finance Committee
and a member of the Executive Committee and the Nominating
Committee. His current term as a director of the Company
expires in 1996.

[PHOTO] JOSEPH C. FARRELL, 59, is Chairman, President and Chief
Executive Officer of the Company and has served in that
capacity since October 1991. From July 1990 through September
1991, he served as President and Chief Operating Officer of
the Company, and from 1984 to 1990 he served as Executive
Vice President of the Company. Mr. Farrell also serves as
Chairman of the Board of Brink's, Incorporated, Brink's Home
Security, Inc. and, since February 1994, Burlington Air
Express Inc., all wholly owned subsidiaries of the Company.
He is also a director of TRINOVA Corporation. Mr. Farrell has
been a director of the Company since 1986 and is Chairman of
the Executive Committee. His current term as a director of
the Company expires in 1997.
</TABLE>

<PAGE>
<TABLE>
<S> <C>
[PHOTO] CHARLES F. HAYWOOD, 67, is National City Bank Professor of
Finance at the University of Kentucky. From 1990 to 1994 Dr.
Haywood was Director and Chief Economist, Center for Business
and Economic Research, and from 1989 to 1994 he was First
Kentucky National Professor of Finance, College of Business
and Economics, University of Kentucky. Dr. Haywood is also a
consultant in the fields of economics and financial analysis
for financial, nonfinancial and government organizations. Dr.
Haywood has been a director of the Company since 1980 and is
a member of the Executive Committee, the Audit and Ethics
Committee and the Nominating Committee. His current term as a
director of the Company expires in 1996.

[PHOTO] ROBERT H. SPILMAN, 67, is Chairman and Chief Executive Officer
of Bassett Furniture Industries, Inc. He is Chairman of the
Board and a director of Jefferson-Pilot Corporation and its
subsidiary, Jefferson-Pilot Life Insurance Company, and is a
director of Dominion Resources, Inc., NationsBank
Corporation, TRINOVA Corporation and Virginia Electric &
Power Co. Mr. Spilman has been a director of the Company
since 1987 and is Chairman of the Compensation and Benefits
Committee and a member of the Executive Committee and the
Finance Committee. His current term as a director of the
Company expires in 1997.

[PHOTO] ADAM H. ZIMMERMAN, 68, retired as Chairman of the Board of
Noranda Forest Inc. in 1993 and as Vice Chairman of its
parent, Noranda Inc., a natural resource company, in 1992.
From 1958 until retirement, Mr. Zimmerman served Noranda Inc.
in various executive capacities, including President and
Chief Operating Officer from 1982 to 1987. From 1993 to 1994
Mr. Zimmerman was Chairman of the Board and a director of
Confederation Life Insurance Company. He is a director of
Battery Technologies Inc., Economic Investment Trust Limited,
MacMillan Bloedel Limited, Maple Leaf Foods Inc., Noranda
Inc., The Toronto-Dominion Bank and Southam Inc. Mr. Zim-
merman has been a director of the Company since 1987 and is
Chairman of the Nominating Committee and a member of the
Executive Committee and the Compensation and Benefits
Committee. His current term as a director of the Company
expires in 1996.
</TABLE>

<PAGE>
<TABLE>
<S> <C>
RETIRING DIRECTORS

[PHOTO] EDWARD G. JORDAN, 65, is a private investor. He is a director
of Acme Steel Company and ARA Holding Company, Inc. Mr.
Jordan has been a director of the Company since 1981 and is a
member of the Executive Committee, the Audit and Ethics
Committee and the Finance Committee. For professional
reasons, Mr. Jordan will retire as a director after fourteen
years of service on May 5, 1995.

[PHOTO] ROBERT G. STONE, JR., 72, is Chairman of the Board and a
director of Kirby Corporation, a diversified firm engaged,
through its subsidiaries, in inland and offshore
transportation and diesel repairs. He is a director of BHP
Company, The Chubb Corporation, Core Industries, Inc.,
Corning Incorporated, First Boston Investment Funds, Inc.,
The Japan Fund, Inc., NovaCare, Inc., Scudder Capital Growth
Fund, Inc., Scudder Development Fund, Inc., Scudder Global
Fund, Inc., Scudder Global Small Company Fund, Inc., Scudder
Gold Fund, Inc., Scudder International Bond Fund, Inc.,
Scudder Latin America Fund, Inc., Scudder New Asia Fund,
Inc., Scudder Pacific Opportunities Fund, Inc., Tandem
Computers Incorporated and Tejas Gas Corporation. Mr. Stone
has been a director of the Company since 1984 and is Chairman
of the Pension Committee and a member of the Executive
Committee and the Audit and Ethics Committee. Mr. Stone will
retire as a director after eleven years of service on his
normal retirement date in accordance with the Board's policy.
</TABLE>

<PAGE>
STOCK OWNERSHIP

Based in part on information furnished by each nominee, director, executive
officer and the former executive officer named in the Summary Compensation
Table, the number of shares of each of the two classes of the Company's common
stock beneficially owned by them at December 31, 1994, was as follows:

NAME OF INDIVIDUAL NUMBER OF SHARES
OR IDENTITY OF GROUP BENEFICIALLY OWNED (a)(b)
---------------------------------------------------------- -------------------------
<S> <C> <C> <C>
R. G. Ackerman............................................ Services Stock 13,000
Minerals Stock 2,600
M. J. Anton............................................... Services Stock 12,800
Minerals Stock 2,560
J. R. Barker.............................................. Services Stock 9,666
Minerals Stock 1,933
J. L. Broadhead........................................... Services Stock 13,000
Minerals Stock 2,600
W. F. Craig............................................... Services Stock 13,051
Minerals Stock 2,610
J. C. Farrell............................................. Services Stock 302,893 (c)(e)
Minerals Stock 80,319 (c)(e)
R. M. Gross............................................... Services Stock -0-
Minerals Stock -0-
J. B. Hartough............................................ Services Stock 36,219 (c)(d)(e)(f)
Minerals Stock 12,307 (c)(d)(e)(f)
C. F. Haywood............................................. Services Stock 10,000
Minerals Stock 2,000
E. G. Jordan.............................................. Services Stock 8,000 (g)
Minerals Stock 2,600 (g)
F. T. Lennon.............................................. Services Stock 56,097 (c)(d)(e)
Minerals Stock 12,280 (c)(e)
D. L. Marshall............................................ Services Stock 27,566 (c)
Minerals Stock 4,299 (c)
G. R. Rogliano............................................ Services Stock 58,041 (c)(e)
Minerals Stock 3,397 (c)(e)
R. H. Spilman............................................. Services Stock 13,000
Minerals Stock 2,600
G. R. Spindler............................................ Services Stock 4,844 (e)
Minerals Stock 104,075 (c)(e)
R. G. Stone, Jr........................................... Services Stock 13,000
Minerals Stock 2,600
A. H. Zimmerman........................................... Services Stock 15,000
Minerals Stock 3,000
17 nominees, directors, executive officers and former
executive officer as a group............................ Services Stock 606,177 (h)
Minerals Stock 241,780 (h)
</TABLE>

<PAGE>
(a) Except as otherwise noted, the named individuals have sole voting and
investment power with respect to such shares. None of such individuals
beneficially owns more than approximately 1.2% of either class of the
Company's outstanding Common Stock. None of such individuals owns any of
the Company's $31.25 Series C Cumulative Convertible Preferred Stock or the
depositary shares relating thereto.

(b) Includes shares which could be acquired within 60 days after December 31,
1994, upon the exercise of options granted pursuant to the Company's stock
option plans, as follows: Mr. Farrell, 188,050 Services Shares and 49,610
Minerals Shares; Mr. Hartough, 30,000 Services Shares and 8,400 Minerals
Shares; Mr. Lennon, 46,750 Services Shares and 9,750 Minerals Shares; Mr.
Marshall, 21,250 Services Shares and 4,000 Minerals Shares; Mr. Rogliano,
53,250 Services Shares and 2,500 Minerals Shares; Mr. Spindler, 101,568
Minerals Shares; each of Messrs. Ackerman, Anton, Broadhead, Craig,
Spilman, Stone and Zimmerman, 12,000 Services Shares and 2,400 Minerals
Shares; Mr. Barker, 8,666 Services Shares and 1,733 Minerals Shares; Dr.
Haywood, 9,000 Services Shares and 1,800 Minerals Shares; Mr. Jordan, 2,000
Services Shares and 2,400 Minerals Shares; and all nominees, directors and
executive officers, and a former executive officer as a group (17 persons),
442,966 Services Shares and 198,561 Minerals Shares.

(c) Includes units representing shares, rounded to the nearest whole unit,
credited to respective accounts under the Company's Key Employees' Deferred
Compensation Program with respect to all fiscal years ended on or prior to
December 31, 1994, as follows: Mr. Farrell, 18,723 Services Units and
13,356 Minerals Units; Mr. Hartough, 2,508 Services Units and 2,979
Minerals Units; Mr. Lennon, 2,349 Services Units and 853 Minerals Units;
Mr. Marshall, 4,174 Services Units and 299 Minerals Units; Mr. Rogliano,
2,200 Services Units and 357 Minerals Units; and Mr. Spindler, 1,516
Minerals Units. Non-employee directors do not participate in the Company's
Key Employees' Deferred Compensation Program.

(d) Includes shares, rounded to the nearest whole share, held in nominee name
under the Company's 1994 Employee Stock Purchase Plan at December 31, 1994,
as follows: Mr. Hartough, 223 Services Shares and 210 Minerals Shares; and
Mr. Lennon, 307 Services Shares. Non-employee directors do not participate
in the Company's 1994 Employee Stock Purchase Plan.

(e) Includes shares, rounded to the nearest whole share, held by the trustee
under the Company's Savings-Investment Plan at December 31, 1994, as
follows: Mr. Farrell, 7,519 Services Shares and 1,553 Minerals Shares; Mr.
Hartough, 2,488 Services Shares and 518 Minerals Shares; Mr. Lennon, 5,191
Services Shares and 1,077 Minerals Shares; Mr. Rogliano, 2,591 Services
Shares and 540 Minerals Shares; Mr. Spindler, 2,844 Services Shares and 591
Minerals Shares. Non-employee directors do not participate in the Company's
Savings-Investment Plan.

(f) Includes 1,000 Services Shares and 200 Minerals Shares held by Mr.
Hartough's daughter, for which he is custodian.

(g) Mr. Jordan has shared voting and investment power with respect to 1,000
shares of Services Stock and 200 shares of Minerals Stock.

(h) See notes (a) through (g) above. The total number represents approximately
1.5% of the Company's outstanding Services Stock and 2.9%of the Company's
outstanding Minerals Stock at December 31, 1994.

<PAGE>
The following table sets forth the only persons known to the Company to be
deemed a beneficial owner of more than five percent of either class of the
Company's outstanding Common Stock at December 31, 1994:

<TABLE>
<CAPTION>
SHARES
NAME AND ADDRESS OF BENEFICIALLY PERCENT
BENEFICIAL OWNER OWNED OF CLASS
----------------------------------------------------------- --------------------------- --------
<S> <C> <C> <C>
The Chase Manhattan Bank
(National Association), as
Trustee under The Pittston
Company Employee Benefits Trust Agreement
Chase Metrotech Center Services Stock 3,811,842(a) 9.20%
Brooklyn, NY 11245....................................... Minerals Stock 737,602(a) 8.80%
FMR Corp.
Edward C. Johnson 3d
Fidelity Management & Research Company
Fidelity Equity-Income II Fund
82 Devonshire Street Services Stock 5,010,243(b) 12.02%
Boston, MA 02109-3614.................................... Minerals Stock 1,202,557(c) 14.10%
Glickenhaus & Co.
6 East 43rd Street
New York, NY............................................. Minerals Stock 517,100(d) 6.20%
Mellon Bank Corporation
Boston Safe Deposit and Trust Company
Mellon Bank, N.A.
Franklin Portfolio Associates Trust
Mellon Capital Management Corporation
Mellon Equity Associates
The Boston Company Advisors, Inc.
The Boston Company Asset Management, Inc.
One Mellon Bank Center
Pittsburgh, PA 15258..................................... Services Stock 2,114,000(e) 5.06%
Mercury Asset Management plc
Mercury Fund Managers Limited
33 King William Street
London, EC4R 9AS, England................................ Minerals Stock 535,300(f) 7.00%
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479-1026
Norwest Colorado, Inc.
Norwest Bank Building
1740 Broadway
Denver, CO 80274-8620
Norwest Bank Colorado,
National Association
1740 Broadway
Denver, CO 80274-8677.................................... Minerals Stock 1,332,259(g) 15.90%
</TABLE>

(table continued on next page)

<PAGE>
(table continued from previous page)

<TABLE>
<CAPTION>
SHARES
NAME AND ADDRESS OF BENEFICIALLY PERCENT
BENEFICIAL OWNER OWNED OF CLASS
----------------------------------------------------------- --------------------------- --------
<S> <C> <C> <C>
Provident Investment Counsel
300 North Lake Avenue
Pasadena, CA 91101-4022.................................. Services Stock 3,114,174(h) 7.50%
T. Rowe Price Associates, Inc.
T. Rowe Price New Era Fund, Inc.
100 E. Pratt Street
Baltimore, MD 21202...................................... Minerals Stock 678,400(g) 8.10%
</TABLE>

(a) According to a report on Schedule 13D, dated December 7, 1992, filed with
the Securities and Exchange Commission, The Chase Manhattan Bank (National
Association), as Trustee (the 'Trustee') under The Pittston Company
Employee Benefits Trust Agreement, as amended (the 'Trust Agreement'), has
shared voting power and shared dispositive power over the shares. The
Company and the Trustee entered into the Trust Agreement and created The
Pittston Company Employee Benefits Trust in December 1992 to provide for
the satisfaction of certain obligations of the Company and its affiliates
under various employee benefit plans of the Company, particularly those
providing for the acquisition by employees of shares of common stock. The
Trust Agreement provides that shares held by the Trustee shall be voted in
the same proportion and manner as shares of common stock held in accounts
of participants in the Company's Savings-Investment Plan (the 'SIP') and
also provides for a similar procedure in the case of a tender or exchange
offer for shares of common stock. Such participants direct the voting or
tender of shares held in their SIP accounts. In the report the Trustee
disclaims beneficial ownership.

(b) According to a report on Schedule 13G dated February 13, 1995, filed with
the Securities and Exchange Commission by FMR Corp. on behalf of itself;
Edward C. Johnson 3d, Chairman of FMR Corp., FMR Corp.'s direct subsidiary,
Fidelity Management & Research Company, an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940; and Fidelity
Magellan Fund, FMR Corp. had through such entities sole voting power over
8,295 shares of Services Stock, shared voting power over no shares of
Services Stock, sole dispositive power over 5,010,243 shares of Services
Stock and shared dispositive power over no shares of Services Stock.
According to such report, the interest of Fidelity Magellan Fund in
Services Stock amounted to 4,452,900 shares, or 10.68% of the total
outstanding Services Stock at December 31, 1994.

(c) According to a report on Schedule 13G dated February 13, 1995, filed with
the Securities and Exchange Commission by FMR Corp. on behalf of itself;
Edward C. Johnson 3d, Chairman of FMR Corp.; FMR Corp.'s direct subsidiary,
Fidelity Management & Research Company, an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940; and Fidelity
Equity-Income II Fund, FMR Corp. had through such entities sole voting
power over 151,515 shares of Minerals Stock, shared voting power over no
shares of Minerals Stock, sole dispositive power over 1,202,557 shares of
Minerals Stock and shared dispositive power over no shares of Minerals
Stock. According to such report, the number of shares of Minerals Stock
owned at December 31, 1994 included 843,977 shares of Minerals Stock
resulting from the assumed conversion of 543,100 depositary shares, each
representing a one-tenth interest in one share of the Company's $31.25

<PAGE>
Series C Cumulative Convertible Preferred Stock (1.554 shares of Minerals
Stock for each such depositary share). Also according to the report, the
interest of Fidelity Equity-Income II Fund in the Minerals Stock amounted
to 498,057 shares, or 5.84% of the total outstanding Minerals Stock at
December 31, 1994, resulting from the assumed conversion of 320,500
depositary shares, each representing a one-tenth interest in one share of
the $31.25 Series C Cumulative Convertible Preferred Stock.

(d) According to a Form 13F dated January 2, 1995, filed with the Securities
and Exchange Commission by Glickenhaus & Co., an institutional investment
manager, as of September 30, 1994, Glickenhaus had sole voting power over
517,100 shares of Minerals Stock, shared voting power over no shares of
Minerals Stock, sole dispositive power over 382,800 shares of Minerals
Stock and shared dispositive power over 134,300 shares of Minerals Stock.

(e) According to a report on Schedule 13D dated February 2, 1995, filed with
the Securities and Exchange Commission by Mellon Bank Corporation, and its
subsidiaries, Boston Safe Deposit and Trust Company, Mellon Bank, N.A.,
Franklin Portfolio Associates Trust, Mellon Capital Management Corporation,
Mellon Equity Associates, The Boston Company Advisors, Inc. and The Boston
Company Asset Management, Inc., such entities had sole voting power over
1,450,000 shares of Services Stock, shared voting power over no shares of
Services Stock, sole dispositive power over 1,831,000 shares of Services
Stock and shared dispositive power over 283,000 shares of Services Stock.
In the report, Mellon Bank disclaimed beneficial ownership.

(f) According to a report on Schedule 13D-1 dated July 27, 1994, filed with the
Securities and Exchange Commission by Mercury Asset Management plc, and its
subsidiary, Mercury Fund Managers Limited, such corporations had sole
voting power over no shares of Minerals Stock, shared voting power over no
shares of Minerals Stock, sole dispositive power over 535,300 shares of
Minerals Stock and shared dispositive power over no shares of Minerals
Stock. In the report Mercury Asset Management plc disclaimed beneficial
ownership.

(g) According to an amended report on Schedule 13G dated January 31, 1995,
filed with the Securities and Exchange Commission by Norwest Corporation on
behalf of itself, its direct subsidiary, Norwest Colorado, Inc., and its
indirect subsidiary, Norwest Bank Colorado, National Association, Norwest
Corporation had through such subsidiaries sole voting power over 1,243,184
shares of Minerals Stock, shared voting power over 16,565 shares of
Minerals Stock, sole dispositive power over 1,318,834 shares of Minerals
Stock and shared dispositive power over 680 shares of Minerals Stock. In
the report Norwest Corporation and its subsidiaries disclaimed beneficial
ownership.

(h) According to a report on Schedule 13G dated February 7, 1995, filed with
the Securities and Exchange Commission by Provident Investment Counsel, a
California corporation and registered investment adviser, and Robert M.
Kommerstad, a shareholder of Provident Investment Counsel, such persons had
sole voting power over no shares of Services Stock, shared voting power
over 2,453,299 shares of Services Stock, sole dispositive power over no
shares of Services Stock and shared dispositive power over 3,114,174 shares
of Services Stock.

(i) According to a report on Schedule 13G dated February 14, 1995, filed
jointly with the Securities and Exchange Commission by T. Rowe Price
Associates, Inc. (an investment adviser registered under the Investment
Advisers Act of 1940) and T. Rowe Price New Era Fund, Inc. (a Maryland
corporation), T. Rowe Price Associates, Inc. had sole voting power over
102,100 shares of Minerals

<PAGE>
Stock, shared voting power over no shares of Minerals Stock, sole
dispositive power over 678,400 shares of Minerals Stock and shared
dispositive power over no shares of Minerals Stock, and T. Rowe Price New
Era Fund, Inc. had sole voting power over 371,300 shares of Minerals Stock,
shared voting power over no shares of Minerals Stock, sold dispositive
power over no shares of Minerals Stock and shared dispositive power over no
shares of Minerals Stock. Such report noted that the aggregate amount
reported by T. Rowe Price Associates, Inc., as shown in the foregoing
table, included an aggregate amount of 371,300 shares of Minerals Stock
reported by T. Rowe Price New Era Fund, Inc. T. Rowe Price Associates, Inc.
disclaimed beneficial ownership.

PROPOSAL NO. 2 -- APPROVAL OF THE SELECTION OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors of the Company has, subject to shareholder approval,
selected KPMG Peat Marwick LLP as the Company's independent public accountants
for the year 1995 and recommends approval of such selection by the shareholders.
KPMG Peat Marwick LLP served in this capacity for the year 1994. One or more
representatives of KPMG Peat Marwick LLP are expected to attend the annual
meeting and will have the opportunity to make a statement if they desire to do
so and will be available to respond to appropriate questions.

PROPOSAL NO. 3 -- PROPOSAL TO APPROVE THE AMENDMENT AND
RESTATEMENT OF THE KEY EMPLOYEES' DEFERRED COMPENSATION PROGRAM

In order to further link the compensation of key employees to the value of
the Company's Common Stock and to align the interests of such employees more
closely to the long-term interests of the Company and its shareholders, the
Board of Directors proposes that the shareholders approve the action of the
Board of Directors in amending and restating the Key Employees' Deferred
Compensation Program of The Pittston Company (the 'Deferred Compensation
Program'). The purpose of these amendments is to encourage long-term employee
investment in equivalents of Services Stock and/or Minerals Stock.

The following summary of the amendments to the Deferred Compensation
Program is qualified in its entirety by the full text of the Program, which is
annexed as Exhibit A to this Proxy Statement.

Pursuant to the existing Deferred Compensation Program, eligible employees
may defer (a) receipt of all or any part of any cash incentive payment awarded
under the Key Employees Incentive Plan of The Pittston Company, (b) up to 50% of
the employee's base salary (determined prior to reduction for any contributions
made on a salary reduction basis) and (c) amounts that are not permitted to be
deferred under the Savings-Investment Plan of The Pittston Company and Its
Subsidiaries (the 'Savings Plan') as a result of limits imposed by the Code and
have a matching contribution credited with respect to such Savings Plan
deferral. Such deferred amounts will be allocated as the participant elects
between amounts to be deferred in the form of Minerals Units ('Minerals Units')
and/or Services Units ('Services Units'). Each unit will be the equivalent of
one share of Minerals Stock or one share of Services Stock.

<PAGE>
In order to encourage eligible employees to defer incentive payments and
salary, it is proposed that the Deferred Compensation Program be amended to
provide that in the event of a deferral the Company will provide a matching
contribution equal to 100% of the first 10% of his or her (a) cash incentive
payment and (b) salary (earned after June 1, 1995 for the 1995 year), but in no
event will the matching contribution exceed the amount deferred. An employee
will be eligible to receive such matching contributions for a calendar year if
(a) his base salary as of the preceding December 31 is at least equal to
$150,000 (subject to adjustments for years after 1995 to reflect increases in
the limitation in effect under Code Section 401(a)(17)) or (b) he or she is so
designated by the Compensation and Benefits Committee. A newly hired employee
will be eligible if his or her base salary (on an annualized basis) in effect on
his or her initial date of employment will exceed the amount in effect under
Code Section 401(a)(17) for such year. Such matching contributions credited on
behalf of an employee employed by a subsidiary in the Pittston Services Group or
the Pittston Minerals Group shall be converted into Services Units or Minerals
Units, as the case may be. Such matching contributions allocated on behalf of an
employee of The Pittston Company shall be converted into Services Units and
Minerals Units in the proportion that the fair market value of each of Services
Stock and Minerals Stock bears to the total fair market value of both Services
Stock and Minerals Stock as of the last day of the year for which the incentive
payment was made or in which the deferred salary was earned. Generally, deferral
elections must be filed prior to the beginning of the calendar year for which
the incentive payment is made or the salary is earned. However, for 1995, a
participant may file a new deferral election prior to June 1, 1995, if he or she
has not previously made a 1995 deferral election or wishes to increase the
percentage of his incentive payment or salary to be deferred. In the case of
deferred salary, this new election will apply only to salary earned after June
1, 1995.

The Deferred Compensation Program provides that the aggregate value of the
Minerals Stock and Services Stock and cash distributed to a participant in
respect of all Units standing to his or her credit in his or her incentive
account attributable to the deferral of Incentive Payments and the deferral of
salary shall not be less than the aggregate amount of Incentive Payments, salary
and related dividends in respect of which such units were initially credited.
This guarantee will not apply to Company matching contributions or dividends
attributable to such contributions.

Upon a participant's termination of employment as a result of death,
retirement under a Company-sponsored pension plan, disability (as defined) or
for any reason within three years following a Change in Control (as defined),
the participant shall receive a distribution of Minerals Stock and/or Services
Stock based on a conversion of the Minerals Units and/or Services Units in his
or her account to such shares of stock (subject to the downside protection
described in the preceding paragraph). Such stock will be distributed in a
single distribution as soon as practicable following his or her termination of
employment unless the participant elects at least 12 months before his or her
termination to receive equal annual installments (not more than five) commencing
on the first day of the month following his or her termination of employment.

If a participant terminates his or her employment for a reason not
described in the preceding paragraph, he or she will forfeit the units in his or
her account attributable to the matching incentive and matching salary
contributions (and related dividends) for the year in which the termination
occurs. Such a participant will be vested in the remaining units in his or her
account attributable to such

<PAGE>
matching incentive and matching salary contributions (and related dividends)
based on the following schedule:

<TABLE>
<CAPTION>
MONTHS OF PARTICIPATION VESTED PERCENTAGE
--------------------------------------------------------------------------- -----------------

<S> <C>
less than 36............................................................... 0
at least 36 but less than 48............................................... 50%
at least 48 but less than 60............................................... 75%
60 or more................................................................. 100%
</TABLE>

A participant shall receive credit for one 'month of participation' for each
calendar month during which an election to defer cash incentive payments and/or
base salary is in effect. Minerals Stock and/or Services Stock, in respect of
the vested units in his or her account attributable to such matching
contributions (and related dividends) will be distributed to the participant in
a single distribution as soon as practicable following the third anniversary of
such termination of employment. The participant will always be fully vested in
Minerals Stock and/or Services Stock in respect of units not attributable to
such matching contributions (and related dividends) which shall be distributed
as described in the preceding paragraph.

A participant may not make an in-service withdrawal with respect to units
attributable to matching incentive and matching salary contributions (and
related dividends).

The Deferred Compensation Program currently permits an employee whose base
salary as of the preceding December 31 is at least equal to $150,000 (subject to
adjustment for calendar years after 1995 to reflect increases in the limitation
in effect under Code Section 401(a)(17)) to defer a portion of such salary. A
newly hired employee may participate in this part of the Program if his or her
base salary (on an annualized basis) in effect on his or her initial date of
employment will exceed the amount in effect under Code Section 401(a)(17) for
such year. It is proposed that the Compensation and Benefits Committee of the
Board of Directors be permitted to designate specific employees as eligible to
participate in such part of the program in addition to the employees described
above.

As a result of nondiscrimination rules imposed by the Code, matching
contributions that would otherwise be allocated under the Savings Plan to the
accounts of certain highly compensated participants may be required to be
reduced. Accordingly, the Deferred Compensation Program has been amended to
provide that (a) to the extent such matching contribution is nonvested, it shall
be forfeited and that amount shall be allocated to his or her incentive account
as a matching contribution under the supplemental savings portion of the
Deferred Compensation Program or (b) to the extent such matching contribution is
vested, 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 under
the supplemental savings portion of the Deferred Compensation Program. The
dollar amount of such matching contribution shall be allocated as of the January
1 next following the year for which the matching contribution was made under the
Savings Plan. Such amount is converted into that number of Minerals Units and/or
Services Units determined by dividing the amount of the matching contribution to
be used to purchase Minerals Units and/or Services Units, respectively, by the
average of the high and low per share market prices of the Minerals Stock and
Services Stock, as the case may be, on the New York Stock Exchange Transaction
Composite tape for each trading day during the month of April following the
January 1 allocation date.

<PAGE>
Participation in the Program. The benefits or amounts which will be
received by or allocated to participants under the Deferred Compensation Program
are not determinable since those amounts will depend upon future deferral
elections, the allocation of matching contributions between Minerals Units and
Services Units, respectively, and the extent to which a participant becomes
vested in the Company's matching contributions. Nevertheless, based upon the
deferral elections made by the Company's executive officers and other
participants with respect to their 1994 compensation, had the Deferred
Compensation Program amendments been effective during 1994, the following
Company matching contributions would have been made to the following persons or
groups: J. C. Farrell ($47,500); G. R. Spindler ($26,233); D. L. Marshall
($7,500); G. R. Rogliano ($9,500); F. T. Lennon ($16,425); J. B. Hartough
($7,000); all executive officers as a group ($114,158); and all non-executive
officer employees as a group ($123,282).

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
APPROVAL OF THE AMENDED AND RESTATED DEFERRED COMPENSATION PROGRAM.

OTHER INFORMATION

SHAREHOLDER PROPOSALS

To nominate a director at the annual meeting, a shareholder must satisfy
conditions specified in the Company's bylaws. A shareholder who wishes to
suggest potential nominees to the Board of Directors for consideration should
write to the Secretary of the Company, stating in detail the qualifications of
such nominees for consideration by the Nominating Committee of the Board. The
Company's bylaws also prescribe the procedures a shareholder must follow to
bring other business before annual meetings. For a shareholder to nominate a
director or directors at the 1996 annual meeting or bring other business
(including any proposal intended for inclusion in the Company's proxy materials)
before the 1996 annual meeting, notice must be given to the Secretary of the
Company between October 1, 1995, and December 1, 1995. The notice must include a
description of the proposed business, the reason for it, the complete text of
any resolution and other specified matters.

Any shareholder desiring a copy of the Company's bylaws will be furnished
one without charge upon written request to the Secretary.

OTHER MATTERS

The cost of this solicitation of proxies will be borne by the Company. In
addition to soliciting proxies by mail, directors, officers and employees of the
Company, without receiving additional compensation therefor, may solicit proxies
by telephone, telegram, in person or by other means. Arrangements also will be
made with brokerage firms and other custodians, nominees and fiduciaries to
forward proxy solicitation material to the beneficial owners of Services Stock
and Minerals Stock held of record by such persons and the Company will reimburse
such brokerage firms, custodians, nominees and fiduciaries for reasonable
out-of-pocket expenses incurred by them in connection therewith. The Company has
retained Kissel-Blake Inc. to perform various proxy advisory and solicitation
services. The 1995 fee of Kissel-Blake Inc. is currently estimated to be
approximately $14,000, plus reimbursement of out-of-pocket expenses.

Austin F. Reed
Secretary
March 29, 1995

<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>
EXHIBIT A
________________________________________________________________________________

KEY EMPLOYEES' DEFERRED
COMPENSATION PROGRAM
OF
THE PITTSTON COMPANY

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

AS AMENDED AND RESTATED
AS OF JUNE 1, 1995

----------------------------------------------------------
________________________________________________________________________________

<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
PREAMBLE............................................................................................... 1

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

ARTICLE II ADMINISTRATION.......................................................................... 3
SECTION 1 Authorized Shares..................................................................... 3
SECTION 2 Administration........................................................................ 3

ARTICLE III DEFERRAL OF CASH INCENTIVE PAYMENTS..................................................... 3
SECTION 1 Definitions........................................................................... 3
SECTION 2 Eligibility........................................................................... 3
SECTION 3 Deferral of Cash Incentive Payments................................................... 4
SECTION 4 Matching Incentive Contributions...................................................... 4
SECTION 5 Allocation of Deferred Amounts Between
Minerals Units and Services Units.................................................. 4
SECTION 6 Irrevocability of Election............................................................ 5
SECTION 7 Conversion to Units................................................................... 5
SECTION 8 Adjustments........................................................................... 5
SECTION 9 Dividends and Distributions........................................................... 5
SECTION 10 Allocation of Units as of July 1, 1994................................................ 5
SECTION 11 Minimum Distribution.................................................................. 6

ARTICLE IV DEFERRAL OF SALARY...................................................................... 6
SECTION 1 Definitions........................................................................... 6
SECTION 2 Eligibility........................................................................... 6
SECTION 3 Deferral of Salary.................................................................... 6
SECTION 4 Matching Salary Contributions......................................................... 7
SECTION 5 Allocation of Deferred Salary
Between Minerals Units and Services Units.......................................... 7
SECTION 6 Irrevocability of Election............................................................ 7
SECTION 7 Conversion to Units................................................................... 7
SECTION 8 Adjustments........................................................................... 8
SECTION 9 Dividends and Distributions........................................................... 8
SECTION 10 Minimum Distribution.................................................................. 9

ARTICLE V SUPPLEMENTAL SAVINGS PLAN............................................................... 9
SECTION 1 Definitions........................................................................... 9
SECTION 2 Eligibility........................................................................... 9
SECTION 3 Deferral of Compensation.............................................................. 10
SECTION 4 Matching Contributions................................................................ 10
SECTION 5 Allocation of Deferred Amounts Between
Minerals Units and Services Units.................................................. 11
SECTION 6 Irrevocability of Election............................................................ 11
SECTION 7 Conversion to Units................................................................... 11
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
SECTION 8 Adjustments........................................................................... 12
SECTION 9 Dividends and Distributions........................................................... 13

ARTICLE VI DISTRIBUTIONS........................................................................... 13
SECTION 1 Certain Payments on Termination of Employment......................................... 13
SECTION 2 Payments Attributable to Matching
Incentive Contributions and Matching Salary Contributions
on Termination of Employment....................................................... 13
SECTION 3 In-Service Distributions.............................................................. 14

ARTICLE VII DESIGNATION OF BENEFICIARY.............................................................. 15

ARTICLE VIII MISCELLANEOUS........................................................................... 15
SECTION 1 Nontransferability of Benefits........................................................ 15
SECTION 2 Notices............................................................................... 15
SECTION 3 Limitation on Rights of Employee...................................................... 15
SECTION 4 No Contract of Employment............................................................. 16
SECTION 5 Withholding........................................................................... 16
SECTION 6 Amendment and Termination............................................................. 16
</TABLE>

<PAGE>
KEY EMPLOYEES' DEFERRED COMPENSATION PROGRAM OF
THE PITTSTON COMPANY
AS AMENDED AND RESTATED
AS OF JUNE 1, 1995

PREAMBLE

The Key Employees' Deferred Compensation Program of The Pittston Company
(the 'Program'), as amended and restated as of July 1, 1994, was a continuation
and expansion of the Key Employees Deferred Payment Program of The Pittston
Company. The expanded Program provided 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 is again amended and restated,
to provide matching contributions with respect to certain deferred cash
incentive awards and salary deferrals. In addition, the Program has been amended
to provide that an amount 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 purpose of
these amendments is to encourage long-term employee investment in equivalents 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:

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 Minerals Stock and Services Stock 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

<PAGE>
companies that were parties to or otherwise involved in such first
Transaction, or (ii) the number of persons who shall thereafter be
directors of such corporation shall be fewer than two-thirds of the number
of directors of the Company immediately prior to such first Transaction. A
Change in Control shall be deemed to take place upon the first to occur of
the events specified in the foregoing clauses (a) and (b).

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.

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.

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.

Services Stock: Pittston Services Group Common Stock, par value $1.00
per share.

Services Unit: The equivalent of one share of Services Stock credited
to an Employee's Incentive Account.

Shares: Minerals Stock or Services Stock, as the case may be.

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 Company and one or more Subsidiaries or by one or more
Subsidiaries.

Unit: A Services Unit or Minerals Unit, as the case may be.

<PAGE>
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 100,000 Minerals Units and 250,000 Services 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.

In the event of any change in the number of shares of Minerals Stock and/or
Services 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 Services 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.

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.

<PAGE>
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 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 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 Between Minerals Units and
Services 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 deferral election what portion (in multiples of
10%) of such deferred Cash Incentive Payment shall be converted into Minerals
Units and Services Units in accordance with Section 7 of this Article III.
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 III for such Year.

Matching Incentive Contributions credited on behalf of an Employee employed
by a Subsidiary or Foreign Subsidiary in the (a) Pittston Services Group shall
be converted into Services Units or (b) Pittston Minerals Group shall be
converted into Minerals Units in accordance with Section 7 of this

<PAGE>
Article III. Matching Incentive Contributions credited on behalf of an Employee
employed by the Company will be converted into Services Units and Minerals Units
in the proportion that the average of the high and low per share quoted sale
prices of each of Services Stock and Minerals Stock, as the case may be, as
reported on the New York Stock Exchange Composite Transaction Tape as of the
last day of the Year in respect of which the underlying Cash Incentive Payment
was made bears to the combined average price of both such stocks on such date.

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 between Minerals Units and Services 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 Contribution) for any Year
shall be converted to Services 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 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 deferred Cash Incentive Payment and related Matching
Incentive Contribution credited to the Employee's Incentive Account for such
Year by the average of the high and low per share quoted sale prices of Services
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 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 Services Stock.

SECTION 9. Dividends and Distributions. Whenever a cash dividend or any
other distribution is paid with respect to shares of Minerals Stock or Services
Stock, the Incentive Account of each Employee will be credited with an
additional number of Minerals Units and/or Services Units equal to the number of
Minerals Shares and Services Shares, 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 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 Services 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.

<PAGE>
SECTION 11. Minimum Distribution. Distributions shall be made in accordance
with Article VI; provided, however, that the aggregate value of the Minerals
Stock and/or Services 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 Contributions) shall not
be less than the aggregate amount of Cash Incentive Payments and dividends
(credited to his Incentive Account pursuant to Section 9) in respect of which
such Units were initially so credited. The value of the Minerals Stock and
Services Stock so distributed shall be considered equal to the average of the
high and low per share quoted sale prices of Services 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.

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 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 is 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 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

<PAGE>
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 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 Between Minerals Units and
Services 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 Minerals Units and Services 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 Services Group shall be
converted into Services Units or (b) Pittston Minerals Group shall be converted
into Minerals Units in accordance with Section 7 of this Article IV. Matching
Incentive Contributions credited on behalf of an Employee employed by the
Company will be converted into Services Units and Minerals Units in the
proportion that the average of the high and low per share quoted sale prices of
each of Services Stock and Minerals Stock, as the case may be, as reported on
the New York Stock Exchange Composite Transaction Tape as of the last day of the
year in which the deferred Salary was earned bears to the combined average price
of both such stocks on such date.

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 between Minerals Units and Services 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.

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
Services 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 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

<PAGE>
to his or her Incentive Account for such Year by the average of the high and low
per share quoted sale prices of Services 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
(or in the case of an Employee who elected to participate in this portion of the
Program effective June 1, 1995, the period from June 1, 1995 through December
31, 1995).

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
Minerals Stock or Services Stock during the Year. The number of additional Units
shall be equal to the number of Minerals Shares and Services Shares, including
fractional shares (computed to the second decimal place), that could have been
purchased if (a) the number of Minerals Units and Services 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 Services 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 Services Units and/or Minerals Units in accordance with the
Employee's election for the Year of termination in the manner described in the
first paragraph of this Section 6 based on the quoted sale prices of Services
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 Minerals Stock
or Services Stock during the Year prior to his or her termination of employment.
The additional number of Units shall be determined in accordance with the second
paragraph of this Section 7 assuming that the number of Minerals Units and
Services 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 similar change in
capitalization, or any distribution to common shareholders other than cash
dividends or any exchange of Minerals Stock for Services Stock.

<PAGE>
Minerals Shares and Services Shares, 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 Services 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. Minimum Distribution. Distributions shall be made in accordance
with Article VI; provided, however, the aggregate value of the Minerals Stock
and/or Services 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 Minerals Stock and Services Stock so
distributed shall be considered equal to the average of the high and low per
share quoted sale prices of Services 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.

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.

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

<PAGE>
(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 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 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 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

<PAGE>
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.

SECTION 5. Allocation of Deferred Amounts Between Minerals Units and
Services 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 Minerals Units and
Services Units in accordance with Section 7 of this Article V. Matching
Contributions shall be allocated between Minerals Units and Services 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 between Mineral Units and Services 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.

SECTION 7. Conversion to Units. The amount of an Employee's deferred
Compensation and Matching Contributions for any Year shall be converted to
Services 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 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 Services 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
Services 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

<PAGE>
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 Services 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
Minerals Stock or Services Stock during the Year. The number of additional Units
shall be equal to the number of Minerals Shares and Services Shares, including
fractional shares (computed to the second decimal place), that could have been
purchased if (a) the number of Minerals Units and Services 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 Services 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 Services Units and/or Minerals Units in accordance with the
Employee's election for the Year of termination in the manner described in the
first paragraph of this Section 7 based on the quoted sale prices of Services
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 Minerals Stock
or Services Stock during the Year prior to his or her termination of employment.
The additional number of Units shall be determined in accordance with the second
paragraph of this Section 7 assuming that the number of Minerals Units and
Services 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.

<PAGE>
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 Services Stock.

SECTION 9. Dividends and Distributions. Whenever a cash dividend or any
other distribution is paid with respect to shares of Minerals Stock or Services
Stock, the Incentive Account of each Employee will be credited with an
additional number of Minerals Units and/or Services Units equal to the number of
Minerals Shares and Services Shares, 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 Services 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.

ARTICLE VI
DISTRIBUTIONS

SECTION 1. Certain Payments on Termination of Employment. Each Employee who
has an Incentive Account shall receive a distribution in Minerals Stock and/or
Services 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 five) 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 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 Minerals Stock and/or Services Stock to be included
in each installment payment shall be determined by multiplying the number of
Minerals Units and/or Stock Units, respectively, in the Employee's Incentive
Account as of the 1st 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 Services 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

<PAGE>
retirement under a pension plan sponsored by the 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 Minerals Stock and/or Services 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:

<TABLE>
<CAPTION>
VESTED
MONTHS OF PARTICIPATION PERCENTAGE
------------------------------------------------------------------------ ----------

<S> <C>
less than 36............................................................ 0
at least 36 but less than 48............................................ 50%
at least 48 but less than 60............................................ 75%
60 or more.............................................................. 100%
</TABLE>

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. Minerals Stock and/or Services 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 Minerals Stock
and/or Services Stock in a lump sum or in not more than five 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 Services 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 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 Minerals Stock and/or Services 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.

<PAGE>
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
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 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

<PAGE>
the Company or (b) any 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.

SECTION 6. Amendment and Termination. The Committee 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.

<PAGE>
APPENDIX 1
Pittston Minerals Proxy Card
[LOGO]

<TABLE>
<S> <C>
P PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR ANNUAL
R MEETING OF SHAREHOLDERS, MAY 5, 1995
O The undersigned hereby appoints J. C. Farrell, J. B. Hartough and A. F. Reed and each of them as proxies, with
X full power of substitution, to vote the shares of the undersigned in The Pittston Company at the Annual Meeting of
Y Shareholders to be held on Friday, May 5, 1995, at 1:00 p.m., Eastern Daylight Time and at any adjournment
thereof, on all matters coming before the meeting. The proxies will vote: (1) as you specify on the back of this
card; (2) as the Board of Directors recommends where you do not specify your vote on a matter listed on the back
of this card; and (3) as the proxies decide on any other matter.
</TABLE>

Election of the following four nominees as directors
for terms expiring in 1998:
James R. Barker, James L. Broadhead, Ronald M. Gross
and David L. Marshall.

IF YOU WISH TO VOTE ON ALL MATTERS AS THE BOARD OF DIRECTORS
RECOMMENDS, PLEASE SIGN, DATE AND RETURN THIS CARD. IF YOU
WISH TO VOTE ON ITEMS INDIVIDUALLY, PLEASE ALSO MARK THE
APPROPRIATE BOXES ON THE BACK OF THIS CARD.

OVER

<PAGE>

<TABLE>
<S> <C>
____________________________________________________________________________________________________________________________________
PLEASE MARK
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR ALL NOMINEES" IN ITEM 1 AND "FOR" ITEMS 2 AND 3. [X] YOUR VOTES
LIKE THIS

_______________
MINERALS SHARES

FOR all WITHHELD for all
Nominees Nominees FOR AGAINST ABSTAIN

ITEM 1--Election of the nominees for directors. [ ] [ ] ITEM 2--Approval of KPMG Peat Marwick LLP [ ] [ ] [ ]
(see reverse) as independent certified public
accountants.

Withhold for the following only. (Write the name of ITEM 3--Approval of amendment and
the nominee(s) in the space below) restatement of the Key Employees' Deferred [ ] [ ] [ ]
Compensation Program.

-----------------------------------------------------
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.

PLEASE MARK, DATE, SIGN AND MAIL THIS CARD PROMPTLY IN THE
POSTAGE PAID RETURN ENVELOPE PROVIDED.

DATE , 1995
----------------------------------------------------------

SIGNATURE
----------------------------------------------------------

SIGNATURE
-----------------------------------------------------------

PLEASE MARK YOUR CHOICE IN BLUE OR BLACK INK.

-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

APPENDIX 2
Pittston Services Proxy Card
[LOGO]

Election of the following four nominees as directors
for terms expiring in 1998:
James R. Barker, James L. Broadhead, Ronald M. Gross
and David L. Marshall.

IF YOU WISH TO VOTE ON ALL MATTERS AS THE BOARD OF DIRECTORS
RECOMMENDS, PLEASE SIGN, DATE AND RETURN THIS CARD.
IF YOU WISH TO VOTE ON ITEMS INDIVIDUALLY, PLEASE ALSO MARK THE
APPROPRIATE BOXES ON THE BACK OF THIS CARD.

OVER

<PAGE>

_______________
SERVICES SHARES