PITTSTON CO, DEF 14A, 1999-03-26

PITTSTON CO
DEF 14A, 1999-03-26
BITUMINOUS COAL & LIGNITE MINING

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Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
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] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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:

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

[Logo] The Pittston Company
1000 Virginia Center Parkway
P.O. Box 4229
Glen Allen, VA 23058-4229

MICHAEL T. DAN
Chairman,
President and Chief Executive Officer

March 26, 1999

To Our Shareholders:

You are cordially invited to attend the annual meeting of shareholders of
The Pittston Company to be held at the Omni Mandalay Hotel, 221 Las Colinas
Blvd., Irving, Texas, on Friday, May 7, 1999, at 1:00 p.m., local time.

You will be asked to: (i) elect three directors for a term of three years;
(ii) approve independent public accountants for 1999; (iii) approve a proposal
to amend the Company's 1994 Employee Stock Purchase Plan; and (iv) approve a
proposal to amend the Company's Key Employees Incentive Plan.

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

Your prompt cooperation will be greatly appreciated.

Sincerely,

Michael Dan

[Logo]

- ---------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 7, 1999

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

Notice Is Hereby Given that the annual meeting of shareholders of THE
PITTSTON COMPANY will be held on May 7, 1999, at 1:00 p.m., local time, at the
Omni Mandalay Hotel, 221 East Las Colinas Blvd., Irving, Texas, for the
following purposes:

1. To elect three directors for a term expiring in 2002.

2. To approve the selection of KPMG LLP as independent public accountants
to audit
the accounts of the Company and its subsidiaries for the year 1999.

3. To consider and act upon a proposal to amend the Company's 1994 Employee
Stock Purchase Plan described in the attached Proxy Statement and set forth as
Exhibit A.

4. To consider and act upon a proposal to amend the Company's Key Employees
Incentive Plan described in the attached Proxy Statement and set forth as
Exhibit B.

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

The close of business on March 15, 1999, 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 and return it 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 26, 1999

Annual Reports to Shareholders, including financial statements, are being
mailed to shareholders, together with these proxy materials, commencing on or
about March 26, 1999.

YOUR VOTE IS IMPORTANT. PLEASE MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. A RETURN ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE. IF YOU RECEIVE MORE THAN ONE PROXY CARD, PLEASE
BE SURE TO COMPLETE AND RETURN EACH OF THEM.

THE PITTSTON COMPANY

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of The Pittston Company (the 'Company') of proxies from
holders of each class of its Common Stock: Pittston Brink's Group Common Stock
('Brink's Stock'), par value $1.00 per share; Pittston BAX Group Common Stock,
formerly Pittston Burlington Group Common Stock ('BAX Stock'), par value $1.00
per share; and Pittston Minerals Group Common Stock ('Minerals Stock' and,
together with the Brink's Stock and the BAX Stock, the 'Company Common Stock'),
par value $1.00 per share, to be voted at the annual meeting of shareholders to
be held on May 7, 1999, at 1:00 p.m., local time, at the Omni Mandalay Hotel,
221 East Las Colinas Blvd., Irving, Texas (and at any adjournment thereof), for
the purposes set forth in the accompanying notice of such meeting.

On March 15, 1999, the Company had outstanding 40,862,415 shares of Brink's
Stock, 20,824,910 shares of BAX Stock and 9,186,434 shares of Minerals Stock,
holders of Brink's Stock being entitled to one vote per share on all matters,
holders of BAX Stock being entitled to .739 vote per share on all matters and
holders of Minerals Stock being entitled to .244 vote per share on all matters
that the Board of Directors knows will be presented for consideration at the
annual meeting. Holders of Brink's Stock, BAX Stock and Minerals Stock will vote
together as a single voting group on all such matters.

The close of business on March 15, 1999, has been fixed as the record date
for determining the shareholders entitled to notice of and to vote at the annual
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(s) to
Shareholders are being mailed to shareholders commencing on or about March 26,
1999. The address of the principal executive office of the Company is 1000
Virginia Center Parkway, P. O. Box 4229, Glen Allen, VA 23058-4229.

The election of directors, the selection of independent public accountants,
the proposal for the amendment of the Company's 1994 Employee Stock Purchase
Plan and the proposal for the amendment of the Company's Key Employees Incentive
Plan are the only matters which the Board of Directors knows will be presented
for consideration at the annual meeting. As to any other business that may
properly come before the annual meeting, it is intended that proxies in the
enclosed form will be voted in respect thereof in accordance with the judgment
of the person voting the proxies.

The Company's bylaws provide that the chairman of the annual meeting will
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 annual meeting, and business not
properly brought before the annual meeting may not be transacted.

The shares of Company Common Stock 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 of Company Common Stock 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 annual meeting and voting
in person. Attendance at the annual 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, BankBoston,
N.A. c/o EquiServe.

CORPORATE GOVERNANCE

The Board of Directors has the responsibility for establishing broad
corporate policies and for the overall performance of the Company, exercising
their good faith business judgment of the best interests of the Company. 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 President and Chief Executive Officer and other
officers. During 1998, the Board met ten 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. Dan, 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 Executive Committee, three of whom
must not be employees of the Company or any of its subsidiaries. The Executive
Committee did not meet during 1998.

The Audit and Ethics Committee (the 'Audit Committee') recommends to the
Board for selection by the shareholders at their annual meeting a firm of
independent public accountants. In addition, the Audit 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 Audit 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 Audit Committee also oversees the Company's legal and business ethics
compliance programs. The Audit Committee currently consists of Mr. Gross, as
Chairman, and Messrs. Craig, Grinstein, Sloane, Zimmerman (whose term as a
director expires in May) and Dr. Haywood (whose term as a director expires in
May), none of whom is an officer or employee of the Company or any of its
subsidiaries, and met five times during 1998.

The Compensation and Benefits Committee (the 'Compensation 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 Compensation
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 Compensation 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
Committee currently consists of Mr. Ackerman, as Chairman, and Messrs. Barker,
Grinstein, Sloane, Spilman and Zimmerman, none of whom is an officer or employee
of the Company or any of its subsidiaries, and met six times during 1998.

The Corporate Governance and Nominating Committee (the 'Corporate
Governance Committee') recommends to the Board nominees for election as
directors and as senior executive officers of the Company. In addition, the
Corporate Governance 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 Corporate
Governance Committee also administers the Directors' Charitable Award Program
and reviews the Company's Corporate Governance policies and procedures. The
Corporate Governance Committee currently consists of Mr. Broadhead, as Chairman,
and Messrs. Ackerman, Barker, Craig, Gross and Spilman, none of whom is an
officer or employee of the Company or any of its subsidiaries, and met six times
during 1998. For information concerning procedures to be followed for submitting
names of nominees for consideration by the Corporate Governance 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 financial strength of the Company. The
Finance Committee currently consists of Mr. Spilman, as Chairman, and Messrs.
Ackerman, Barker, Broadhead, Zimmerman and Dr. Haywood, none of whom is an
officer or employee of the Company or any of its subsidiaries, and met four
times during 1998.

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 Pension Committee also
has general oversight responsibility for pension plans maintained by foreign and
other subsidiaries of the Company. The Pension 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 Pension
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. Craig, as Chairman, Messrs.
Broadhead, Grinstein, Gross, Sloane and Dr. Haywood, none of whom is an officer
or employee of the Company or any of its subsidiaries. The Pension Committee met
five times during 1998.

During 1998 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. The average attendance at those meetings was approximately
98%.

COMPENSATION OF DIRECTORS

Each non-employee director is paid an annual retainer fee of $18,000, an
attendance fee of $1,200 per day for each meeting of the Board and of each
committee of the Board and a fee of $1,200 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, as of the end of the prior calendar quarter.

From February 6, 1998 through December 31, 1998, Mr. Barker served as
Non-executive Chairman of the Board of the Company. The Corporate Governance
Committee approved compensation for Mr. Baker in the amount of $30,000 for the
month of February 1998, with an additional $10,000 per month until he ceased to
serve as Chairman (inclusive of meeting fees and retainers paid for the months
of February through June 1998).

In May 1996, the Company's shareholders approved the Company's Directors'
Stock Accumulation Plan (the 'Directors' Stock Accumulation Plan') pursuant to
which the Company's Retirement Plan for Non-Employee Directors (the 'Retirement
Plan') was terminated for all then active and future non-employee directors.
Under the terms of the Directors' Stock Accumulation Plan, each participant
received an initial allocation of Brink's units ('Brink's Units'), BAX units
('BAX Units') and Minerals units ('Minerals Units' and, together with the
Brink's Units and the BAX Units, the 'Units') in proportions of 50%, 30% and
20%, respectively, equal to the present value of each participant's accrued
benefit under the Retirement Plan as of May 31, 1996, determined by dividing the
portion of the initial allocation to be allocated to each class of Units by the
average of the high and low per share market price of the related class of
Company Common Stock as reported on the New York Stock Exchange Composite
Transaction Tape for such date. Each Unit is the equivalent of one share of
Brink's Stock, BAX Stock or Minerals Stock. Participants received additional
Units as of June 1, 1997, and June 1, 1998, and will so receive Units as of each
subsequent June 1, equal to (a) 50% of the annual retainer in effect on such
June 1 if he or she has accrued less than eight years of service or (b) 25% of
such annual retainer if he or she has accrued eight or more years of service,
divided by the applicable stock prices for such date. In addition, under the
Directors' Stock Accumulation Plan additional Units are credited to
participants' accounts in respect of cash dividends paid on the Company Common
Stock based upon the Directors' Stock Accumulation Plan's formula for accrual.
Upon a participant's termination of service after at least five years of service
as a non-employee director as a result of (i) death, (ii) retirement after age
70, (iii) retirement prior to age 72 at the end of a full term of office in
anticipation of attaining such age during what would otherwise be his or her
next full term of office, (iv) retirement after age 65 as a result of ill
health, relocation, or entering into any governmental, diplomatic or other
employment if, in the opinion of outside legal counsel, his or her continued
service as a non-employee director might create a conflict of interest or (v)
retirement following a Change in Control (as defined in the Directors' Stock
Accumulation Plan), the participant is entitled to receive a distribution of
Brink's Stock, BAX Stock and Minerals Stock in respect of the Units in his or
her account with

fractional units converted into cash. In the event a participant terminates
service for any other reason or prior to completing five years of service, all
Units will be forfeited and the participant's right to the related shares will
terminate. The distribution of shares will be made in a single lump-sum
distribution as soon as practicable following his or her termination of service
under one of the circumstances described above unless the participant elects at
least 12 months before his or her termination to receive equal annual
installments (not more than 10) commencing on the first day of the month next
following his or her termination of service. The following table sets forth
information concerning the number of Units credited during 1998 to each
participant standing for election or continuing as a director:

<TABLE>
<CAPTION>
1998 UNITS
CREDITED
----------
<S> <C> <C>
Roger G. Ackerman........................................... Brink's Units 118.09
BAX Units 174.21
Minerals Units 338.32
James R. Barker............................................. Brink's Units 118.31
BAX Units 175.60
Minerals Units 341.19
Marc C. Breslawsky.......................................... Brink's Units 0
BAX Units 0
Minerals Units 0
James L. Broadhead.......................................... Brink's Units 61.39
BAX Units 101.88
Minerals Units 199.76
William F. Craig............................................ Brink's Units 62.26
BAX Units 107.41
Minerals Units 211.22
Gerald Grinstein............................................ Brink's Units 0
BAX Units 0
Minerals Units 0
Ronald M. Gross............................................. Brink's Units 118.31
BAX Units 175.60
Minerals Units 341.19
Carl S. Sloane.............................................. Brink's Units 115.19
BAX Units 156.41
Minerals Units 300.49
Robert H. Spilman........................................... Brink's Units 63.14
BAX Units 112.92
Minerals Units 222.67
All Non-Employee Nominees and Continuing Directors as a
Group (9 persons)......................................... Brink's Units 783.89
BAX Units 1,232.63
Minerals Units 2,405.90
</TABLE>

Under the Non-Employee Directors' Stock Option Plan, adopted by the
shareholders in 1988 and amended by the shareholders in 1993, in January 1996
and in May 1997, an option grant for 10,000 shares of Brink's Stock, 5,000
shares of BAX 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. The Non-Employee Directors' Stock Option
Plan provides for automatic annual grants of options for 1,000 shares of Brink's
Stock, 500 shares of BAX 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 Non-Employee Directors' Stock Option Plan remains in effect. Each
option granted annually 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 amended (the 'Code'), and terminates no later than ten years from the date of
grant. The Non-Employee Directors' Stock Option Plan expires May 11, 2008. The
options are nontransferable otherwise than by will or the laws of descent and
distribution except that, in the sole discretion of the Board, options may be
transferable to immediate family members (or trusts therefor) of an optionee.

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. Dan
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 1998 in respect of such policies
totaled an aggregate of approximately $521,000.

ADDITIONAL INFORMATION

EXECUTIVE COMPENSATION

The following table sets forth information with respect to the compensation
of the Chief Executive Officer and the other four highest paid executive
officers of the Company:

SUMMARY COMPENSATION TABLE

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

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael T. Dan 1998 $509,208 $525,000 $ 2,375 10,000 83,000 25,000 $ 8,816
Chairman, President
and Chief Executive
Officer

F. T. Lennon 1998 $257,917 $110,000 $ 1,949 14,000 5,000 2,500 $ 12,218
Vice President -- Human 1997 $235,000 $120,000 $ 8,705 12,000 15,000 4,000 $ 29,287
Resources and 1996 $198,292 $95,000 $35,824 12,000 15,000 -- $ 61,682
Administration

A. F. Reed 1998 $262,300 $90,000 $18,166 14,000 5,000 2,500 $ 8,508
Vice President, General 1997 $234,800 $115,000 $ 105 12,000 15,000 4,000 $ 10,074
Counsel and Secretary 1996 $189,312 $80,000 $34,629 12,000 15,000 -- $ 75,455

J. B. Hartough 1998 $222,800 $65,000 $16,890 9,000 5,000 2,000 $ 8,181
Vice President -- 1997 $203,133 $82,000 $39,348 12,000 15,000 4,000 $ 74,415
Corporate Finance and 1996 $192,317 $82,000 $-- 12,000 15,000 -- $ 9,253
Treasurer

Robert T. Ritter 1998 $ 90,083 $75,000 $ 1,214 12,000 7,500 2,500 $ 27,880
Vice President and 1997 $ -- $ -- $-- -- -- -- --
Chief Financial Officer 1996 $ -- $ -- $-- -- -- -- --

J. C. Farrell 1998 $ 96,923 $ -- -- -- -- -- $ 3,994,561
Chairman, President 1997 $591,667 $550,000 $27,631 55,000 75,000 20,000 $ 49,095
and Chief Executive 1996 $541,667 $525,000 $21,050 70,000 40,000 -- $ 40,914
Officer(e)

</TABLE>

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

(a) Amounts shown reflect tax gross-up payments made to compensate the executive
officer for incremental federal and state income tax liability resulting
from relocation-related payments made in the years shown.

(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
Deferral of Salary portion of the Program, participants are permitted to
defer up to 50% of their salary and receive a Company-matching contribution
with respect to 100% of the first 10% of such deferral, both of which
amounts were, as of January 1, 1999, converted under such Program into
Brink's Units, BAX Units and Minerals Units based in accordance with the
formula for conversion in the Deferred Compensation Program. Under the
Supplemental Savings Plan portion of the Deferred Compensation Program,
participants may defer up to the amount that may not be contributed under
the Savings-Investment Plan as a result of various Internal Revenue Code
limitations and receive a matching contribution (at the same rate as is
applicable under the Savings-Investment Plan). Such amounts and cash
dividends on such amounts are converted into Brink's Units, BAX Units and
Minerals Units in accordance with the formula for conversion in the Deferred
Compensation Program.

In addition, on January 1, 1999, the participant's account was credited with
additional Brink's Units, BAX Units and Minerals Units in respect of cash
dividends paid on the Company's Brink's Stock, BAX Stock and Minerals Stock
during 1998 based upon the formula for accrual in the Deferred Compensation
Program. The following table sets forth the amount of 1998 salary deferred
under the Deferred Compensation Program by each of the executive officers

(footnotes continued on next page)

(footnotes continued from previous page)
named above and the number of Brink's Units, BAX Units and Minerals Units
credited to his account (including matching contributions and cash
dividends) in respect of salary paid in 1998:

<TABLE>
<CAPTION>
1998 COMPENSATION BRINK'S BAX MINERALS
DEFERRED UNITS UNITS UNITS
----------------- -------- ---------- --------
<S> <C> <C> <C> <C>
Mr. Dan $ 99,928.82 1,850.63 1,909.73 1,259.74
Mr. Lennon 51,519.24 956.62 1,009.17 660.29
Mr. Reed 52,383.02 1,042.67 835.15 687.68
Mr. Hartough 44,559.84 764.08 1,184.90 190.53
Mr. Ritter 27,115.36 426.07 1,103.22 1,170.64
Mr. Farrell 20,769.22 293.65 239.67 390.03
Mr. Rogliano
</TABLE>

Under the Deferred Compensation Program, distributions with respect to the
Brink's Units, the BAX Units and the Minerals Units are to be made in shares
of Brink's Stock, BAX 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 attributable to the deferral of
salary pursuant to the Deferral of Salary portion of the Program (including
related dividends, but not matching contributions) 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 Company's Key Employees Incentive Plan.
Under the Company's Key Employees' Deferred Compensation Program,
participants are permitted to defer up to 100% of their cash incentive
payment for 1998 and receive a Company-matching contribution with respect to
the amount so deferred but not in excess of 10% of the cash incentive
payment, which amounts were, as of January 1, 1999, converted into Brink's
Units, BAX Units and Minerals Units in accordance with the formula for
conversion in the Deferred Compensation Program. In addition, dividend
credits of Brink's Units, BAX Units and Minerals Units were made to the
participant's accounts in respect of cash dividends paid on Brink's Stock,
BAX Stock and Minerals Stock during 1998. The following table sets forth the
aggregate amount of incentive compensation for 1998 deferred under the
Deferred Compensation Program, including Company-matching contributions, by
each of the executive officers named above and the number of Brink's Units,
BAX Units and Minerals Units credited to his account (including in respect
of cash dividends) as of January 1, 1999:

<TABLE>
<CAPTION>
BONUS BRINK'S BAX MINERALS
DEFERRED UNITS UNITS UNITS
-------- -------- ---------- --------

<S> <C> <C> <C> <C>
Mr. Dan $262,500 5,433.39 8,834.76 9,778.34
Mr. Lennon 66,000 1,365.74 2,279.27 2,563.36
Mr. Reed 27,000 636.19 692.18 948.51
Mr. Hartough 13,000 274.82 597.96 272.37
Mr. Ritter 22,500 377.82 905.30 1,351.57
Mr. Farrell 0 0 0 0
Mr. Rogliano
</TABLE>

Under the Deferred Compensation Program, distributions with respect to the
Brink's Units, the BAX Units and the Minerals Units are to be made in shares
of Brink's Stock, BAX 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 attributable to the deferral of
cash incentive payments (including related dividends, but not matching
contributions) 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) The Company made matching contributions under the Savings-Investment Plan in
1998 in the amount of $6,331.92 for each of the named executive officers
except Mr. Ritter. 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% for up to 5% of covered compensation (subject to limitations imposed
by such Code).

In 1998 the Company paid life insurance premiums under the Executive Salary
Continuation Plan in the amount of $2,484.00 for Mr. Dan; $2,135.70 for Mr.
Lennon; $2,176.25 for Mr. Reed; $1,849.50 for Mr. Hartough; $811.90 for Mr.
Ritter; and $552.00 for Mr. Farrell. 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.

In 1998 the Company made payments to Mr. Lennon in the amount of $3,750.78
in connection with the relocation of the Company's office to Glen Allen,
Virginia. In addition, payments in the amount of $27,068.34 were paid in
connection with Mr. Ritter's relocation upon employment by the Company.

Additional amounts were paid to Mr. Farrell in connection with his
retirement agreement with the Company and included: a lump-sum termination
payment ($3,573,316.10), holiday pay ($6,923.08), Pension Plan distribution,
subject to Medicare taxes ($235,314.00), a computer, office set up and
secretarial services ($28,533.56), as well as legal services ($15,000.00),
jet service and travel expenses ($14,007.67) and consulting fees
$(114,583.26).

(e) Mr. Ritter was employed by the Company, effective as of August 7, 1998.

(f) On February 6, 1998, Mr. Farrell resigned as Chairman, President and Chief
Executive Officer of the Company.

STOCK OPTIONS

The following table sets forth information concerning nonqualified stock
options granted under the Company's 1988 Stock Option Plan on March 14, 1998, to
the Chief Executive Officer, and on July 14, 1998, to the Chief Executive
Officer and the other officers named in the Summary Compensation Table, with the
exception of Mr. Farrell. Except as noted below, such options will become
exercisable as to the total number of shares covered by such option on the third
anniversary of the date of grant; have purchase prices per share equal to 100%
of the fair market value of the Brink's Stock, BAX Stock and Minerals Stock, as
the case may be, on the date of grant, rounded up to the next higher cent; and
expire on July 14, 2004. Options granted to Mr. Dan on March 14, 1998, will
become exercisable as to the total number of shares covered by such option on
the first anniversary of the date of grant and expire on March 14, 2004. No
Stock Appreciation Rights were granted in 1998 to the named executive officers.

OPTION GRANTS IN 1998
INDIVIDUAL GRANTS

<TABLE>
<CAPTION>
NUMBER OF PERCENT OF CLASS
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO GRANT DATE
OPTIONS EMPLOYEES IN EXERCISE PRICE EXPIRATION PRESENT
NAME GRANTED 1998 PER SHARE DATE VALUE*
- ---- ---------- ---------------- -------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
M. T. Dan
Brink's......................................... 10,000 3.0% $38.19 07/14/04 $132,585
BAX............................................. 83,000 26.0% $18.78 03/14/04 537,937
Minerals........................................ 25,000 18.9% $ 9.50 03/14/04 72,015
F. T. Lennon
Brink's......................................... 14,000 4.2% $38.19 07/14/04 185,618
BAX............................................. 5,000 1.6% $15.13 07/14/04 29,632
Minerals........................................ 2,500 1.9% $ 4.19 07/14/04 2,857
A. F. Reed
Brink's......................................... 14,000 4.2% $38.19 07/14/04 185,618
BAX............................................. 5,000 1.6% $15.13 07/14/04 29,632
Minerals........................................ 2,500 1.9% $ 4.19 07/14/04 2,857
J. B. Hartough
Brink's......................................... 9,000 2.7% $38.19 07/14/04 119,326
BAX............................................. 5,000 1.6% $15.13 07/14/04 29,632
Minerals........................................ 2,000 3.0% $ 4.19 07/14/04 2,286
R. T. Ritter
Brink's......................................... 12,000 3.6% $38.19 07/14/04 154,280
BAX............................................. 7,500 2.3% $15.13 07/14/04 43,102
Minerals........................................ 2,500 1.9% $ 4.19 07/14/04 2,771
</TABLE>

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

* Based on the Black-Scholes option-pricing model and the following assumptions:
(i) projected annual dividend yield of .39% for Brink's Stock, 1.19% for BAX
Stock (1.23% for options granted to Mr. Dan in March 1998 (the 'March
Options')) and 5.28% for Minerals Stock (5.61% for the March Options); (ii)
expected volatilities of 27.14% for Brink's Stock, 38.85% for BAX Stock
(30.20% for the March Options) and 41.68% for Minerals Stock (46.81% for the
March Options); (iii) a risk-free interest rate of 5.53% for options expiring
2004 (5.62% for the Brink's and BAX March Options); and (iv) all options are
exercised on the expiration date. All values are discounted at a compound
annual rate of 3% until vested to reflect risk of forfeiture. The actual value
an executive officer may receive depends on market prices for Brink's Stock,
BAX Stock and Minerals Stock, and there can be no assurance that the amounts
reflected in the Grant Date Present Value column will actually be realized. No
gain to an executive officer is possible without an appreciation in stock
value, which will benefit all shareholders commensurately.

The following table sets forth information concerning the exercise of
options during 1998 and unexercised options held at the end of such year.

AGGREGATED OPTION EXERCISES IN 1998
AND YEAR-END OPTION VALUES
STOCK OPTIONS

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 1998 DECEMBER 31, 1998
ACQUIRED ON VALUE ---------------------------- ------------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- ------------- ------------- -------------

<S> <C> <C> <C> <C> <C> <C>
M. T. Dan
Brink's.............. -- $ -- 196,193 90,000 $2,454,679.93 $ 167,700.00
BAX.................. -- $ -- -- 83,000 $ -- $ --
Minerals............. -- $ -- -- 25,000 $ -- $ --
F. T. Lennon
Brink's.............. -- $ -- 48,711 38,000 $ 683,817.33 $ 67,080.00
BAX.................. -- $ -- 60,916 35,000 $ 36,712.64 $ --
Minerals............. -- $ -- 23,500 6,500 $ -- $ --
A. F. Reed
Brink's.............. 8,783 $ 190,204.70 10,518 38,000 $ 140,941.20 $ 67,080.00
BAX.................. 2,098 $ 22,994.08 24,155 35,000 $ 6,244.00 $ --
Minerals............. -- $ -- 15,000 6,500 $ -- $ --
J. B. Hartough
Brink's.............. -- $ -- 46,609 33,000 $ 638,960.65 $ 67,080.00
BAX.................. -- $ -- 58,287 35,000 $ 29,246.28 $ --
Minerals............. -- $ -- 22,900 6,000 $ -- $ --
R. T. Ritter
Brink's.............. -- $ -- -- 12,000 $ -- $ --
BAX.................. -- $ -- -- 7,500 $ -- $ --
Minerals............. -- $ -- -- 2,500 $ -- $ --
J. C. Farrell
Brink's.............. 190,495 $5,038,428.25 70,071 125,000 $ 753,221.40 $ 391,300.00
BAX.................. 76,041 $1,013,082.08 249,807 145,000 $ 177,335.36 $ --
Minerals............. -- $ -- 170,000 20,000 $ -- $ --
</TABLE>

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 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 (as defined in the Pension Plan) 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 benefits under the Pension Plan 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 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.

Effective December 1, 1997, the Pension Equalization Plan was amended to
permit participants to receive the actuarial equivalent of their benefit under
such plan in a lump sum. By September 1, 1999, or if earlier, upon a change in
control (as defined), the Company is to contribute amounts in cash to a trust
established between the Company and The Chase Manhattan Bank. Such amounts are
to be sufficient to provide the benefits to which (a) participants under the
Pension Equalization Plan (the 'Plan') and (b) employees covered under certain
employment contracts, including Mr. Farrell, are entitled pursuant to the terms
of the Plan and such employment contracts as in effect on December 31, 1999, or
the date of the change in control, as applicable. The Board also authorized
amendments to such employment contracts to permit lump-sum payments of certain
benefits thereunder. 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.

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,
1998, the executive officers named in such Table had been credited under the
Pension Plan with the following years of service: Mr. Dan, 17 years; Mr. Lennon,
22 years; Mr. Hartough, 12 years; Mr. Reed, 12 years; and Mr. Ritter, 1 year.

EMPLOYMENT AGREEMENTS

As of May 4, 1998, the Company entered into an employment agreement with
Mr. Dan providing him with, among other things, a minimum annual salary of
$525,000 for a five-year period in exchange for his services as President and
Chief Executive Officer of the Company. The agreement also provides certain
benefits in the event of a termination of his services during the contract term.

Mr. Farrell was a party to an employment agreement with the Company
providing for an annual salary, of $550,000 as well as various other benefits.
As a result of Mr. Farrell's retirement as an employee as of February 28, 1998,
the Company entered into a retirement agreement superseding the prior employment
agreement. Pursuant to the retirement agreement, Mr. Farrell (i) received an
award of $550,000 under the Company's Key Employees Incentive Plan in respect of
1997, (ii) received a lump-sum termination payment of $3,573,316.10 in lieu of
any remaining payments due under his employment contract, (iii) continued to
vest in outstanding stock options (which options shall remain exercisable in
accordance with the terms of the option plan and option agreements) until
February 28, 2001, (iv) receives a monthly pension and retirement benefit
commencing as of March 1, 1998 of $47,666.67 on a single life annuity basis,
(v) is entitled to participate in the Retiree Health Care

Program of the Company, (vi) continues to be eligible to participate in the
Company's charitable matching program (up to $5,000 per year), (vii) receives
$125,000 per year for the period beginning on March 1, 1998, and ending on the
earlier of February 28, 2002, or the date on which he no longer has an option to
buy at least 50,000 shares of any class of common stock of the Company and
(viii) provides consulting services as requested during such period. See
footnote (d) to the Summary Compensation Table.

CHANGE IN CONTROL ARRANGEMENTS

In 1997 and 1998, the Company entered into change in control severance
agreements with Messrs. Hartough, Lennon, Reed and Ritter which replace prior
change in control agreements. Pursuant to these agreements, in the event Messrs.
Hartough, Lennon, Reed or Ritter are terminated by the Company without cause (as
defined) or quit for good reason (as defined) within three years following a
change in control (as defined), the terminated executive will be entitled to a
cash lump-sum payment equal to (i) his accrued pay (including a prorated portion
of his annual bonus based on the number of days worked in the year of his
termination) plus (ii) three times the sum of his annual base salary and annual
bonus. Additional benefits include a cash payment equal to (i) the value of
additional benefits that he would have accrued under the Pension Plan and the
Pension Equalization Plan if he had accrued an additional thirty-six months of
accrual service credit under such plans and taking into account his severance
pay described in clause (ii) in the preceding sentence in determining his
average salary, (ii) at the executive's request, the spread between the option
price and the market value with respect to all outstanding stock options
(whether or not vested at his date of termination) and (iii) in the event any
payments due the executive would be subject to an excise tax under Code Section
4999, an amount (the 'Gross-Up Payment') equal to such excise tax plus an amount
sufficient so that after payment of all taxes on such Gross-Up Payment, the
executive retains an amount equal to the excise tax.

SEVERANCE AGREEMENTS

In 1997 and 1998, the Company entered into severance agreements with
certain senior officers, including Messrs. Hartough, Lennon, Reed and Ritter,
which provide that if the executive is terminated by the Company other than for
cause (as defined) or he quits for good reason (as defined), the terminated
executive shall be entitled to receive (i) his accrued pay (including a prorated
portion of his annual bonus based on the number of days worked in the year of
his termination), (ii) two times the sum of his annual salary and annual bonus
and (iii) previously deferred compensation and related matching contributions
(whether or not vested). If such termination occurs after a 'Disposition Date',
the multiplier in clause (ii) in the preceding sentence shall be three. A
Disposition Date is generally the earliest of (i) the sale, lease or other
transfer to an entity unaffiliated with the Company of greater than 50% of the
assets or shares of Brink's, Incorporated; Brink's Home Security, Inc.; Pittston
Coal Company; BAX Global Inc. or Pittston Mineral Ventures Company, (ii) the
date of the first public announcement of such disposition or (iii) a change in
control. Additional benefits include (i) a cash payment equal to the value of
additional benefits that the executive would have accrued under the Pension Plan
and the Pension Equalization Plan if he had accrued an additional twenty-four
(thirty-six if the termination occurs after a Disposition Date) months of
accrual service credit under such plans and taking into account his severance
pay described in clause (ii) in the first sentence of this paragraph in
determining his average salary, (ii) the immediate acceleration of the vesting
of all outstanding options and (iii) in the event any payments due the executive
would be subject to an excise tax under Code Section 4999, a Gross-Up Payment.
In the event a change in control occurs so that the change in control severance
agreements described above become effective, the rights and obligations of the
affected executives shall be governed by both severance agreements such that, in
the event of a conflict in terms, the benefits most favorable to the executive
shall apply; provided that there shall be no duplication of benefits as a result
of the operation of both agreements.

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 (the 'SEC') 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. During 1998, a Form 4 for Mr. Zimmerman
was not filed with respect to the sale of Brink's Stock and BAX Stock in July
1998. Such transactions were subsequently reported on Mr. Zimmerman's Form 5 for
the year ended December 31, 1998. Otherwise, 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 1998, all
filing requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with.

REPORT OF COMPENSATION AND BENEFITS COMMITTEE

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 ('KEIP') and stock option grants.

The Compensation Committee has from time to time engaged recognized
consultants 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. Cash compensation is paid to executive
officers, including the Chief Executive Officer (the 'CEO'), in the form of
salaries generally targeted at or near the 50th percentile, and annual incentive
payments under the KEIP. In collaboration with these consultants, the
Compensation Committee has developed a policy to make available to executive
officers annual incentive payments based on individual and Company performance
which, when coupled with salary, provide executive officers the opportunity to
earn annual cash compensation above the 50th percentile for comparable positions
in companies of similar size across all industries from whom the Company seeks
to attract executive officers.

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 KEIP. Such target incentives
are indicative of the incentive payment that an executive officer might expect
to receive for such year based on a strong performance by the individual
executive officer in achieving established individual objectives, by his or her
operating or staff unit, and the overall performance of the Company. For
purposes of calculating actual awards under such guidelines, individual
performance is given a weight factor of 50%, and unit and Company performance
are each given weight factors of 25%.

For 1998, the CEO had a target cash incentive awards of 75% of salary.
Based on the KEIP 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
Compensation Committee recommended and the Board approved an annual incentive
payment of $525,000 or 100% of salary for the CEO and annual incentive payments
for the other executive officers for 1998 after considering the following
quantitative and qualitative measures of the Company's performance in 1998: (i)
revenues, earnings and cash flow on a consolidated basis; (ii) revenues,
operating earnings and cash flow of each business unit; (iii) the employee
safety performance of each unit; (iv) the achievement of record revenues in each
of the services segments; (v) the achievement of record earnings by Brink's Home
Security and Brink's, Incorporated; and (vi) changes in shareholder value as
measured by the market capitalization of the Company. The Compensation Committee
also took into account as additional factors and criteria: pricing and market

conditions affecting each business unit; 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; the quality of strategic planning
and communications with external constituencies.

The Compensation Committee's evaluation of the CEO's and the other
executive officers' 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 Compensation Committee's good faith business judgment of their
performance as it related both as to results in 1998 and the long-term
positioning of the Company. The Compensation Committee did not attach specific
weights to the foregoing factors.

In 1998 the Compensation Committee made stock option grants to the
executive officers of the Company totaling 59,000 shares of Brink's Stock,
105,500 shares of BAX Stock and 36,500 shares of Minerals Stock, including
grants to the CEO of 10,000 shares of Brink's Stock, 83,000 shares of BAX Stock
and 25,000 shares of Minerals Stock. The Compensation Committee's intent in
making these grants is to raise the level of executive stock ownership and to
further align the interests of management and shareholders. Because the 1998
stock options were granted with exercise prices equal to 100% of market value on
the date of grant, executive officers will benefit from such stock option grants
only to the extent the stock price of the applicable class of Company Common
Stock appreciates above the exercise price at the time such options became
exercisable. In addition, since such options generally 'vest' only after periods
ranging from one to three years from the date of grant, they enhance the ability
of the Company to retain executive officers while encouraging such officers to
take a longer term view in their decisions impacting the Company. Stock options,
therefore, tie the compensation of executive officers directly to the long-term
performance of the Company.

The Compensation Committee believes that reasonable severance and
post-takeover employment arrangements are often an essential aspect of the terms
of employment of executive officers. The Compensation 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 and a severance agreement or employment agreement with each of its
executive officers, and the Compensation Committee is firmly of the view that
the Company and its shareholders have benefited from the relatively modest
protection which such agreements afford its executive officers. 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.

Internal Revenue Code Section 162(m)(1) 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 1995 the
Company's shareholders approved amendments to the Company's 1998 Stock Option
Plan which qualify the grant of options under such plan under Section 162(m).
The Compensation 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.

Roger G. Ackerman, Chairman
James R. Barker
Gerald Grinstein
Carl S. Sloane
Robert H. Spilman
Adam H. Zimmerman

PERFORMANCE GRAPHS

The following graphs show a five-year comparison of cumulative total
returns for each class of Company Common Stock outstanding since July 6, 1993,
through December 31, 1998, the Standard & Poor's ('S&P') 500 Index, the S&P
Transportation Index, an index of peer services companies (the 'Services Peer
Index') selected by the Company, an index of peer freight transportation
companies (the 'BAX Peer Index') selected by the Company, an index of peer
security companies (the 'Brink's Peer Index') selected by the Company, an index
of peer minerals companies (the 'Minerals Peer Index') selected by the Company,
and a composite index of peer companies (the 'Composite Peer 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 INDEX(1)
(YEAR ENDING DECEMBER 31)

[CHART]

<TABLE>
<CAPTION>
12/31/93 12/31/94 12/31/95 1/3/96 12/31/96 12/31/97 12/31/98
-------- -------- -------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Pittston Composite 100 92.9 102.4 103.5 120.6 166.3 115.5
S&P 500 Index 100 101.4 139.5 140.8 172.0 229.5 295.9
Composite Peer Index 100 84.3 101.5 101.9 122.6 180.4 217.9
</TABLE>

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

(1) On July 26, 1993, the Company's shareholders approved a proposal under
which the Company reclassified its former single class of common stock by
redesignating it as Pittston Services Group Common Stock ('Services 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
Minerals Stock for each share of the Company's former common stock held by
shareholders of record on July 26, 1993. On January 18, 1996, the Company's
shareholders approved a proposal under which the Company reclassified its
Services Stock by redesignating it as Brink's Stock and distributing a
third class of common stock designated as BAX Stock on the basis of
one-half share of BAX Stock for each share of the Company's former Services
Stock held by shareholders of record on January 19, 1996. For the line
designated as 'The Pittston Company' the graph depicts the cumulative
return on $100 invested on a capitalization-weighted combination of the
Company's Services Stock and Minerals Stock from December 31, 1993 and
prior to January 3, 1996 (the date of commencement of trading in the
Brink's Stock and the BAX Stock). Since January 3, 1996 the graph depicts
the cumulative return on a capitalization-weighted combination of Brink's
Stock, BAX Stock and Minerals Stock. For the S&P 500 Index and the
Composite Peer Index, cumulative returns are

(footnote continued on next page)

(footnote continued from previous page)
measured on an annual basis for the periods from December 31, 1993 through
December 31, 1995, from January 1, 1996 through January 2, 1996 and from
January 3, 1996 through December 31, 1998, with the value of each index set
to $100 on December 31, 1993. Total return assumes reinvestment of
dividends. The returns of the component companies included in the Composite
Peer Index are weighted according to such company's market capitalization
at the beginning of each period. Companies in the Composite Peer Index are
as follows: Airborne Freight Corp., Air Express International Corporation,
Arch Coal Inc., Borg-Warner Security Corporation, Circle International
Group Inc., Expeditors International Inc., Federal Express Corporation,
Protection One Inc. and Wackenhut Corporation (Class A). In constructing
the Composite Peer Index for 1998, the Company has eliminated Westmoreland
Coal Company because such company ceased to trade publicly during 1998.

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 DECEMBER 31, 1993 THROUGH DECEMBER 31, 1998)

[CHART]

<TABLE>
<CAPTION>
12/31/93 12/31/94 12/31/95 1/3/96 12/31/96 12/31/97 12/31/98
-------- ------- ------- ------ -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Pittston Minerals Group 100 110.6 63.6 63.6 74.1 38.1 11.8
Pittston Services Group 100 90.4 108.9 110.2 128.4 186.2 131.3
S&P 500 Index 100 101.4 139.5 140.8 172.0 229.5 295.9
S&P Transportation Index 100 83.8 116.8 118.5 133.7 173.3 169.9
Minerals Peer Index 100 95.8 72.7 73.5 96.8 97.2 62.1
Services Peer Index 100 83.5 103.4 103.8 124.4 184.2 230.4
</TABLE>

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

(2) The graph depicts the cumulative return from December 31, 1993 through
January 2, 1996, on $100 invested in either Services Stock, Minerals Stock,
the Services Peer Index, the Minerals Peer Index, the S&P 500 Index or the
S&P Transportation Index. Since January 3, 1996 (the date of commencement of
trading in Brink's Stock and BAX Stock), for the line designated as
'Pittston Services,' the graph depicts the cumulative return on a
capitalization-weighted combination of Brink's Stock and BAX Stock. Total
return assumes reinvestment of dividends. The Services Peer Index consists
of a market capitalization-weighted combination of the common stocks of
Airborne Freight Corp., Air Express International Corporation, Borg-Warner
Security Corporation, Circle Group International Inc., Expeditors
International Inc., Federal Express Corporation, Protection One Inc. and
Wackenhut Corporation (Class A). The Minerals Peer Index consists of the
common stock of Arch Coal Inc. In constructing the Minerals Peer Index for
1998, the Company has eliminated Westmoreland Coal Company because that
company ceased to trade publicly during 1998.

COMPARISON OF CUMULATIVE TOTAL RETURN AMONG BRINK'S GROUP COMMON STOCK,
BAX GROUP COMMON STOCK, THE S&P 500 INDEX, THE S&P TRANSPORTATION INDEX,
THE BRINK'S PEER INDEX AND THE BAX PEER INDEX(3)
(FROM JANUARY 3, 1996 THROUGH DECEMBER 31, 1998)

[CHART]

<TABLE>
<CAPTION>
01/03/96 12/31/96 12/31/97 12/31/98
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Pittston Brink's Group 100 119.8 179.1 142.2
Pittston BAX Group 100 108.0 143.2 61.8
S&P 500 Index 100 122.1 163.0 210.1
S&P Transportation Index 100 112.8 146.2 143.3
Brink's Peer Index 100 91.8 152.9 128.4
BAX Peer Index 100 122.3 179.8 236.6
</TABLE>

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

(3) The graph depicts the cumulative return from January 3, 1996, the date of
commencement of trading in the Brink's Stock and BAX Stock, through
December 31, 1998, on $100 invested in either Brink's Stock, BAX Stock, the
Brink's Peer Index, the BAX Peer Index, the S&P 500 Index or the S&P
Transportation Index. Total return assumes reinvestment of dividends. The
Brink's Peer Index consists of a market capitalization-weighted combination
of the common stocks of Borg-Warner Security Corporation, Protection One
Inc. and Wackenhut Corporation (Class A). The BAX Peer Index consists of a
market capitalization-weighted combination of the common stocks of Airborne
Freight Corp., Air Express International Corporation, Circle International
Group Inc., Expeditors International Inc. and Federal Express Corporation.

PROPOSALS OF THE BOARD

The following proposals are expected to be presented to the meeting. With
respect to all of the Proposals, all shares of Brink's Stock, BAX Stock and
Minerals Stock will vote together as a single voting group. Holders of Brink's
Stock will have one vote per share, holders of BAX Stock will have .739 vote per
share and holders of Minerals Stock will have .244 vote per share.

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 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 Broker Shares that are not voted on Proposal No. 2 will
not be counted in determining the number of votes cast.

PROPOSAL NO. 3 -- APPROVAL OF AMENDMENT OF THE 1994 EMPLOYEE STOCK
PURCHASE PLAN: 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.

PROPOSAL NO. 4 -- APPROVAL OF AMENDMENT OF THE KEY EMPLOYEES INCENTIVE
PLAN: 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. 4, will be counted as present but
not voted and will have the same effect as votes cast in opposition to such
Proposal.

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 of Directors is ten.

The nominees for election as directors for three-year terms expiring in
2002 are: Marc C. Breslawsky, William F. Craig and Gerald Grinstein.

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 properly nominated.

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 2002

[Photo of Marc C. Breslawsky] MARC C. BRESLAWSKY, 56, is President and Chief Operating
Officer of Pitney Bowes Inc., a company engaged in mailing,
shipping, copying and facsimile systems, as well as mailroom,
reprographics and related management services and product
financing. He has served Pitney Bowes in various executive,
marketing and financial capacities since 1980, including Vice
Chairman from October 1994 to May 1996 and President, Pitney
Bowes Office Systems, from 1980 to 1994. Mr. Breslawsky is a
director of Pitney Bowes, Inc., the United Illuminating
Company, C.R. Bard, Inc., Pitney Bowes Credit Corporation,
the Family Foundation of North America, the Connecticut
Business and Industry Association and the United Way of
Eastern Fairfield County.

[Photo of William F. Craig] WILLIAM F. CRAIG, 67, 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,
including Vice Chairman. Mr. Craig has been a director of the
Company since 1974 and is Chairman of the Pension Committee
and a member of the Executive Committee, the Corporate
Governance and Nominating Committee and the Audit and Ethics
Committee. His current term as a director of the Company
expires in 1999.
</TABLE>

<TABLE>
<S> <C>
[Photo of Gerald Grinstein] GERALD GRINSTEIN, 66, is Non-Executive Chairman of the Board of
Delta Air Lines, Inc. and has served in that capacity since
August 1997. He is also a principal in Madrona Investment
Group LLC, a private investment company. From 1991 to 1995,
Mr. Grinstein served as Chairman and Chief Executive Officer
of Burlington Northern Inc., and from 1987 to 1991, in
various other capacities, including Director, Vice Chairman
and President. From 1985 to 1987, he served as Chief
Executive Officer and Chairman of the Board of Western
Airlines, Inc. He is a director of Browning-Ferris
Industries, Inc. Sundstrand Corporation, PACCAR Inc.,
Imperial Holly Corporation and Vans Inc. Mr. Grinstein has
been a director of the Company since December 1998, and is a
member of the Executive Committee, the Compensation and
Benefits Committee, the Finance Committee and the Pension
Committee. His current term as a director of the Company
expires in 1999.

CONTINUING DIRECTORS

[Photo of Roger G. Ackerman] ROGER G. ACKERMAN, 60, is Chairman and Chief Executive Officer
of Corning Incorporated, a company engaged in
telecommunications, information display and advanced
materials. He has served Corning Incorporated in various
engineering, sales and management capacities since 1962,
including President and Chief Operating Officer from 1992 to
April of 1996 and 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 Chairman
of the Compensation and Benefits Committee and a member of
the Executive Committee, the Corporate Goverance and
Nominating Committee and the Finance Committee. He is also a
Trustee of the Rutgers University Foundation. His current
term as a director of the Company expires in 2000.
</TABLE>

<TABLE>
<S> <C>
[Photo of James R. Barker] JAMES R. BARKER, 63, is Chairman of the Interlake Steamship Co.
He is also Vice Chairman of Mormac Marine Group, Inc. and
Moran Towing Corp. Mr. Barker was formerly Chairman of the
Board of Global Self Unloaders Inc. and Moore McCormack
Resources, 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 Eastern Enterprises, GTE Corporation and SKULD.
He is Chairman of the Board of Trustees of Stamford Hospital
and a member of the Board of Visitors of Columbia University.
Mr. Barker has been a director of the Company since July
1993, and from February 1998 to December 1998, he served as
the Chairman of the Board of the Company and Chairman of the
Executive Committee. He is now a member of the Executive
Committee, the Compensation and Benefits Committee, the
Corporate Governance and Nominating Committee and the Finance
Committee. His current term as a director of the Company
expires in 2001.

[Photo of James L. Broadhead] JAMES L. BROADHEAD, 63, 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, Delta Air Lines,
Inc. and New York Life Insurance Company. Mr. Broadhead has
been a director of the Company since 1983 and is Chairman of
the Corporate Governance and Nominating Committee and a
member of the Executive Committee, the Finance Committee and
the Pension Committee. His current term as a director of the
Company expires in 2001.

[Photo of Michael T. Dan] MICHAEL T. DAN, 48, is Chairman of the Board, President and
Chief Executive Officer and a director of Company. Mr. Dan
was elected by the Board as President and Chief Executive
Officer in February 1998 and as Chairman of the Board as of
January 1, 1999. Prior to his election, Mr. Dan served as
President and Chief Executive Officer of Brink's Holding
Company, Inc. since 1995 and President and Chief Executive
Officer of Brink's, Incorporated since 1993. Mr. Dan is
Chairman of the Executive Committee. His term as a director
of the Company expires in 2001.
</TABLE>

<TABLE>
<S> <C>
[Photo of Ronald M. Gross] RONALD M. GROSS, 65, is Chairman Emeritus of Rayonier Inc., a
global supplier of specialty pulps, timber and wood products,
after retiring as Chairman and Chief Executive Officer at the
end of 1998. Mr. Gross was President and Chief Operating
Officer from 1978, when he joined Rayonier, until 1996. He
became Chief Executive Officer in 1981 and Chairman in 1984.
He is a director of Rayonier Inc. and Corn Products
International Inc. Mr. Gross is a member of the Board of
Directors of Fundacion Chile and a former member of the
American Forest and Paper Association and the Investment
Policy Advisory Committee of the United States Trade
Representative. Mr. Gross has been a director of the Company
since 1995 and is Chairman of the Audit and Ethics Committee
and a member of the Executive Committee, the Corporate
Governance and Nominating Committee and the Pension
Committee. His current term as a director of the Company
expires in 2001.

[Photo of Carl S. Sloane] CARL S. SLOANE, 62, is the Ernest L. Arbuckle Professor of
Business Administration at Harvard University, Graduate
School of Business Administration. Prior to joining the
Harvard faculty in 1991, Mr. Sloane spent thirty years in
management consulting, the last twenty with the firm he
co-founded, Temple, Barker & Sloane, Inc., and its successor
firm, Mercer Management Consulting, where he served as
Chairman and Chief Executive Officer. He is a director of
Rayonier Inc., Ionics, Inc. and Sapient Corporation. Mr.
Sloane has been a director of the Company since 1998 and is a
member of the Executive Committee, the Audit and Ethics
Committee, the Compensation and Benefits Committee and the
Pension Committee. His current term as a director of the
Company expires in 2000.

[Photo of Robert H. Spilman] ROBERT H. SPILMAN, 71, retired as Chairman and Chief Executive
Officer of Bassett Furniture Industries, Inc. in June 1997.
He is a director of Jefferson-Pilot Corp. Dominion Resources,
Inc. and Virginia Electric Power. Mr. Spilman has been a
director of the Company since 1987 and is Chairman of the
Finance Committee and a member of the Executive Committee,
the Compensation and Benefits Committee and the Corporate
Governance and Nominating Committee. His current term as a
director of the Company expires in 2000.
</TABLE>

RECOMMENDATION OF THE BOARD

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE
FOR ALL NOMINEES FOR ELECTION AS DIRECTORS.

STOCK OWNERSHIP

Based in part on information furnished by each nominee, director and
executive officer named in the Summary Compensation Table, the number of shares
of each of the three classes of Company Common Stock beneficially owned by them
at January 31, 1999, was as follows:

<TABLE>
<CAPTION>
NAME OF INDIVIDUAL NUMBER OF SHARES
OR IDENTITY OF GROUP BENEFICIALLY OWNED(a)(b)
- -------------------- -------------------------------
<S> <C> <C>
R.G. Ackerman........................................ Brink's Stock 14,228(c)
BAX Stock 14,455(c)
Minerals Stock 4,685(c)
J.R. Barker.......................................... Brink's Stock 14,304(c)
BAX Stock 14,522(c)
Minerals Stock 4,760(c)
M.C. Breslawsky...................................... Brink's Stock 0(j)
BAX Stock 0(j)
Minerals Stock 0(j)
J.L. Broadhead....................................... Brink's Stock 7,568(c)
BAX Stock 5,913(c)
Minerals Stock 2,839(c)
W.F. Craig........................................... Brink's Stock 14,827(c)
BAX Stock 14,985(c)
Minerals Stock 3,147(c)
M.T. Dan............................................. Brink's Stock 256,162(d)(e)(f)
BAX Stock 120,316(d)(e)(f)
Minerals Stock 56,125(d)(e)(f)
J.C. Farrell......................................... Brink's Stock 157,112(e)(f)(g)
BAX Stock 344,353(e)(f)(g)
Minerals Stock 171,607(e)(f)(g)
G.Grinstein.......................................... Brink's Stock 3,334(c)
BAX Stock 1,667(c)
Minerals Stock 667(c)
R.M. Gross........................................... Brink's Stock 12,401(c)
BAX Stock 12,525(c)
Minerals Stock 4,260(c)
J.B. Hartough........................................ Brink's Stock 72,174(d)(e)(f)(h)
BAX Stock 82,368(d)(e)(f)
Minerals Stock 31,315(d)(e)(f)
C.F. Haywood......................................... Brink's Stock 5,045(c)
BAX Stock 4,419(c)
Minerals Stock 3,510(c)
F.T. Lennon.......................................... Brink's Stock 82,466(d)(e)(f)
BAX Stock 91,000(d)(e)(f)
Minerals Stock 34,334(d)(e)(f)
A.F. Reed............................................ Brink's Stock 31,560(d)(e)(f)(i)
BAX Stock 48,027(d)(e)(f)(i)
Minerals Stock 25,184(d)(e)(f)(i)
R.T. Ritter.......................................... Brink's Stock 804(d)
BAX Stock 2,009(d)
Minerals Stock 2,522(d)
C.S. Sloane.......................................... Brink's Stock 3,949(c)
BAX Stock 2,323(c)
Minerals Stock 1,467(c)
R.H. Spilman......................................... Brink's Stock 8,071(c)
BAX Stock 6,476(c)
Minerals Stock 3,435(c)
A.H. Zimmerman....................................... Brink's Stock 13,147(c)
BAX Stock 11,547(c)
Minerals Stock 3,910(c)
17 nominees, directors and executive officers as a
group.............................................. Brink's Stock 697,152(k)
BAX Stock 776,905(k)
Minerals Stock 353,767(k)
</TABLE>

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

(a) Except as otherwise noted, the named individuals have sole voting and
investment power with respect to such shares of each class of Company
Common Stock. None of such individuals beneficially owns more than
approximately 2% of any class of

(footnotes continued on next page)

(footnotes continued from previous page)
outstanding Company 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 of each class of Company Common Stock which could be
acquired within 60 days after January 31, 1999, upon the exercise of
options granted pursuant to the Company's stock option plans, as follows:

<TABLE>
<S> <C> <C>
Mr. Ackerman......................................... Brink's Stock 12,109
BAX Stock 12,891
Minerals Stock 3,200
Mr. Barker........................................... Brink's Stock 12,110
BAX Stock 12,887
Minerals Stock 3,200
Mr. Dan.............................................. Brink's Stock 226,193
BAX Stock 83,000
Minerals Stock 25,000
Mr. Farrell.......................................... Brink's Stock 140,071
BAX Stock 319,807
Minerals Stock 170,000
Mr. Gross............................................ Brink's Stock 10,707
BAX Stock 11,140
Minerals Stock 2,800
Mr. Hartough......................................... Brink's Stock 58,609
BAX Stock 68,905
Minerals Stock 22,900
Dr. Haywood.......................................... Brink's Stock 2,000
BAX Stock 1,000
Minerals Stock 1,200
Mr. Lennon........................................... Brink's Stock 60,711
BAX Stock 75,916
Minerals Stock 23,500
Mr. Reed............................................. Brink's Stock 22,518
BAX Stock 39,155
Minerals Stock 15,000
Each of Messrs. Ritter and Breslawsky................ Brink's Stock 0
BAX Stock 0
Minerals Stock 0
Each of Messrs. Broadhead, Craig, Spilman and
Zimmerman.......................................... Brink's Stock 5,102
BAX Stock 4,128
Minerals Stock 1,200
Each of Messrs. Grinstein and Sloane................. Brink's Stock 3,334
BAX Stock 1,667
Minerals Stock 667
All nominees, directors and executive officers as a
group (17 persons)................................. Brink's Stock 432,033
BAX Stock 324,740
Minerals Stock 102,934
</TABLE>

(c) Includes Units representing shares of the applicable class of Company
Common Stock, rounded to the nearest whole Unit, credited to each
Director's account under the Company's Directors' Stock Accumulation Plan
with respect to all fiscal years ended on or prior to January 31, 1999, as
follows:

<TABLE>
<S> <C> <C>
Mr. Ackerman......................................... Brink's Units 1,119
BAX Units 1,064
Minerals Units 1,285
Mr. Barker........................................... Brink's Units 1,194
BAX Units 1,135
Minerals Units 1,360
Mr. Broadhead........................................ Brink's Units 1,366
BAX Units 1,285
Minerals Units 1,439
Mr. Craig............................................ Brink's Units 1,668
BAX Units 1,567
Minerals Units 1,737
Mr. Gross............................................ Brink's Units 1,194
BAX Units 1,135
Minerals Units 1,360
Dr. Haywood.......................................... Brink's Units 2,045
BAX Units 1,919
Minerals Units 2,110
Mr. Sloane........................................... Brink's Stock 115
BAX Stock 156
Minerals Stock 300
Mr. Spilman.......................................... Brink's Units 1,969
BAX Units 1,848
Minerals Units 2,035
Mr. Zimmerman........................................ Brink's Units 2,045
BAX Units 1,919
Minerals Units 2,110
</TABLE>

(footnotes continued on next page)

(footnotes continued from previous page)
<TABLE>
<S> <C> <C>
Each of Messrs. Breslawsky and Grinstein............. Brink's Stock 0
BAX Stock 0
Minerals Stock 0
</TABLE>

(d) Includes Units representing shares of the applicable class of Company
Common Stock, 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 January 31, 1999, as
follows:

<TABLE>
<S> <C> <C>
Mr. Dan.............................................. Brink's Units 22,500
BAX Units 18,710
Minerals Units 27,638
Mr. Hartough......................................... Brink's Units 8,655
BAX Units 5,424
Minerals Units 7,601
Mr. Lennon........................................... Brink's Units 11,737
BAX Units 9,522
Minerals Units 8,420
Mr. Reed............................................. Brink's Units 6,685
BAX Units 5,071
Minerals Units 7,180
Mr. Ritter........................................... Brink's Stock 804
BAX Stock 2,009
Minerals Stock 2,522
</TABLE>

Non-employee directors do not participate in the Company's Key Employees'
Deferred Compensation Program.

(e) Includes shares of each class of Company Common Stock, rounded to the
nearest whole share, held in nominee name under the Company's 1994 Employee
Stock Purchase Plan at January 31, 1999, as follows:

<TABLE>
<S> <C> <C>
Mr. Dan.............................................. Brink's Stock 977
BAX Stock 599
Minerals Stock 2,235
Mr. Farrell.......................................... Brink's Stock 457
BAX Stock 600
Minerals Stock 569
Mr. Hartough......................................... Brink's Stock 1,448
BAX Stock 2,110
Minerals Stock 23
Mr. Lennon........................................... Brink's Stock 514
BAX Stock 619
Minerals Stock 849
Mr. Reed............................................. Brink's Stock 1
BAX Stock 1
Minerals Stock 1
</TABLE>

Non-employee directors do not participate in the Company's 1994 Employee
Stock Purchase Plan.

(f) Includes shares of each class of Company Common Stock, rounded to the
nearest whole share, held by the trustee under the Company's
Savings-Investment Plan at January 31, 1999, as follows:

<TABLE>
<S> <C> <C>
Mr. Dan.............................................. Brink's Stock 5,784
BAX Stock 2,653
Minerals Stock 1,152
Mr. Farrell.......................................... Brink's Stock 67
BAX Stock 47
Minerals Stock 238
Mr. Hartough......................................... Brink's Stock 2,962
BAX Stock 1,547
Minerals Stock 790
Mr. Lennon........................................... Brink's Stock 5,548
BAX Stock 2,883
Minerals Stock 1,457
Mr. Reed............................................. Brink's Stock 2,098
Burlington Stock 1,100
Minerals Stock 545
</TABLE>

Non-employee directors do not participate in the Company's
Savings-Investment Plan.

(g) Mr. Farrell's direct holdings are based upon the balances shown on the
Report on Form 4 dated March 9, 1998, as filed with the Securities and
Exchange Commission.

(h) Includes 500 shares of Brink's Stock held by Mr. Hartough's daughter, for
which he is custodian.

(i) Includes 1,250 shares of Minerals Stock held jointly by Mr. Reed with his
son, 256 shares of BAX Stock and 1,208 shares of Minerals Stock held
jointly by Mr. Reed with his daughter, and 257 shares of Brink's Stock held
jointly by Mr. Reed with his wife.

(j) As of January 31, 1999, Mr. Breslawsky did not beneficially own any shares
of Brink's Stock, BAX Stock or Minerals Stock.

(k) See notes (a) through (j) above. The total number represents approximately
1.71% of the outstanding Brink's Stock, 3.73% of the outstanding BAX Stock
and 3.85% of the outstanding Minerals Stock at January 31, 1999.

The following table sets forth the only persons known to the Company to be
deemed a beneficial owner of more than five percent of any class of the
outstanding Company Common Stock at December 31, 1998:

<TABLE>
<CAPTION>
NAME AND ADDRESS OF PERCENT
BENEFICIAL OWNER SHARES BENEFICIALLY OWNED OF CLASS
---------------------- -------------------------- --------
<S> <C> <C> <C>
Boston Partners Asset Management, L.P.
Boston Partners, Inc.
Desmond John Heathwood
28 State Street, 20th Floor
Boston, MA 02109..................................... Brink's Stock 2,761,970(a) 6.7%

The Chase Manhattan Bank,
as Trustee under The Pittston
Company Employee Benefits Trust
Agreement
270 Park Avenue
New York, NY 10017................................... Brink's Stock 2,169,440(b) 5.30%
BAX Stock 1,923,136(b) 9.93%
Minerals Stock 848,089(b) 10.11%
Dimensional Fund Advisors Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401............................... BAX Stock 1,422,500(c) 7.35%

Dodge & Cox
One Sansome St., 35th Floor
San Francisco, CA 94104.............................. Minerals Stock 590,000(d) 7.0%

FMR Corp.
Edward C. Johnson 3d
Abigail P. Johnson
Fidelity Management & Research Company
Fidelity Management Trust Company
82 Devonshire Street Brink's Stock 2,461,800(e) 6.01%
Boston, MA 02109-3614................................ BAX Stock 1,668,450(f) 8.62%

Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020................................... BAX Stock 2,126,603(g) 10.23%

Tiger Management L.L.C.
Tiger Performance L.L.C.
Julian H. Robertson, Jr.
101 Park Avenue
New York, NY 10178................................... Brink's Stock 3,590,900(h) 8.8%

Westport Asset Management, Inc.
253 Riverside Avenue
Westport, CT 06880................................... BAX Stock 1,421,100(i) 7.34%
</TABLE>

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

(a) According to a report on Schedule 13G dated February 12, 1999, filed with
the SEC by Boston Partners Asset Management, L.P., on behalf of itself,
Boston Partners, Inc. and Desmond John Heathwood, Boston Partners Asset
Management, L.P., an investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E), had through such entities and person sole voting power
over no shares of Brink's Stock, shared voting power over 2,761,970 shares
of Brink's Stock, sole dispositive power over no shares of Brink's Stock
and shared dispositive power over 2,761,970 shares of Brink's Stock.

(b) According to a report on Schedule 13G, dated February 16, 1999, filed with
the SEC, The Chase Manhattan Bank Corporation, 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 Company Common Stock. The Trust Agreement was subsequently
amended in 1993 to provide for Services Stock and Minerals Stock, in 1996
to provide for Brink's Stock and BAX Stock and in 1998 to provide for
additional shares to be issued under the Trust. The Trust Agreement
provides that shares held by the Trustee shall be voted in the same
proportion and manner as shares of the Company 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 Company Common Stock. Such participants direct
the voting or tender of shares held in their SIP accounts. In the report
the Trustee disclaimed beneficial ownership.

(footnotes continued on next page)

(footnotes continued from previous page)

(c) According to a report on Schedule 13G dated February 11, 1999, filed with
the SEC by Dimensional Fund Advisors Inc., an investment adviser registered
under section 203 of the Investment Advisors Act of 1940, Dimensional Fund
Advisors Inc. had sole voting power over 1,422,500 shares of BAX Stock,
shared voting power over no shares of BAX Stock, sole dispositive power
over 1,422,500 shares of BAX Stock and shared dispositive power over no
shares of BAX Stock.

(d) According to a report on Schedule 13G dated February 10, 1999, filed with
the SEC by Dodge & Cox, an investment advisor registered under section 203
of the Investment Advisors Act of 1940, Dodge & Cox had sole voting power
over 590,000 shares of Minerals Stock, shared voting power over no shares
of Minerals Stock, sole dispositive power over 590,000 shares of Minerals
Stock and shared dispositive power over no shares of Minerals Stock.

(e) According to a report on Schedule 13G dated February 1, 1999, filed with
the SEC by FMR Corp. on behalf of itself; Edward C. Johnson 3d, Chairman of
FMR Corp.; Abigail P. Johnson, a Director of FMR Corp.; FMR Corp.'s direct
subsidiary, Fidelity Management & Research Company, an investment adviser
registered under the Investment Advisers Act of 1940; and Fidelity
Management Trust Company, a bank and wholly-owned subsidiary of FMR Corp.,
FMR Corp. had through such entities sole voting power over 52,400 shares of
Brink's Stock, shared voting power over no shares of Brink's Stock, sole
dispositive power over 2,461,800 shares of Brink's Stock and shared
dispositive power over no shares of Brink's Stock.

(f) According to a report on Schedule 13G dated February 1, 1999, filed with
the SEC by FMR Corp. on behalf of itself; Edward C. Johnson 3d, Chairman of
FMR Corp.; Abigail P. Johnson, a Director of FMR Corp.; FMR Corp.'s direct
subsidiary, Fidelity Management & Research Company, an investment adviser
registered under the Investment Advisers Act of 1940; and Fidelity
Management Trust Company, a bank and wholly-owned subsidiary of FMR Corp.,
FMR Corp. had through such entities sole voting power over 68,450 shares of
BAX Stock, shared voting power over no shares of BAX Stock, sole
dispositive power over 1,668,450 shares of BAX Stock and shared dispositive
power over no shares of BAX Stock.

(g) According to a report on Schedule 13G dated February 13, 1999, filed with
the SEC by Lazard Freres & Co., LLC, a New York limited liability company
and an investment adviser registered under the Investment Advisers Act of
1940, Lazard Freres & Co. LLC had sole voting power over 1,716,467 shares
of BAX Stock, shared voting power over no shares of BAX Stock, sole
dispositive power over 2,126,603 shares of BAX Stock and shared dispositive
power over no shares of BAX Stock.

(h) According to a report on Schedule 13G dated February 12, 1999, filed with
the SEC by Julian H. Robertson, Jr., as the ultimate controlling person of
Tiger Management L.L.C. and Tiger Performance L.L.C., Julian H. Robertson,
Jr., had sole voting power over no shares of Brink's Stock, shared voting
power over 3,590,900 shares of Brink's Stock, sole dispositive power over
no shares of Brink's Stock and shared dispositive power over 3,590,900
shares of Brink's Stock.

(i) According to a report on Schedule 13G dated February 16, 1999, filed with
the SEC by Westport Asset Management, Inc., an investment adviser
registered under section 203 of the Investment Advisers Act of 1940,
Westport Asset Management Inc. had sole voting power over no shares of BAX
Stock, shared voting power over 1,421,100 shares of BAX Stock, sole
dispositive power over no shares of BAX Stock and shared dispositive power
over 1,421,100 shares of BAX Stock.

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

The Board of Directors has, subject to shareholder approval, selected KPMG
LLP as the Company's independent public accountants for the year 1999 and
recommends approval of such selection by the shareholders. KPMG LLP served in
this capacity for the year 1998. One or more representatives of KPMG LLP are
expected to attend the annual meeting and, if in attendance, will have the
opportunity to make a statement if they desire to do so and will be available to
respond to appropriate questions.

RECOMMENDATION OF THE BOARD

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE
FOR THE APPROVAL OF THE INDEPENDENT PUBLIC ACCOUNTANTS.

PROPOSAL NO. 3 -- PROPOSAL TO APPROVE AMENDMENT
OF THE 1994 EMPLOYEE STOCK PURCHASE PLAN OF THE COMPANY

The purpose of the 1994 Employee Stock Purchase Plan (the 'Plan') is to
encourage employees of the Company to acquire a proprietary interest in the
Company in the form of shares of its Common Stock. It is intended that this
proprietary interest will provide the employees to further the best interests of
the Company and its shareholders.

A total of 750,000 shares of Pittston Brink's Group Common Stock ('Brink's
Shares'), 375,000 shares of Pittston BAX Group Common Stock ('BAX Shares') and
250,000 shares of Pittston Minerals Group Common Stock ('Minerals Shares') may
be sold under the Plan. It remains the Company's present intention that such
shares will be distributed from presently outstanding shares held by The
Pittston Company Employee Benefits Trust. As of March 15, 1999, a total of
212,609 Brink's Shares, 152,182 BAX Shares and 250,000 Minerals Shares had been
issued under the Plan, leaving 537,391 Brink's Shares, 222,818 BAX Shares and 0
Minerals Shares still available for issuance under the Plan.

In these circumstances and having regard for the Company's practice of
encouraging employee interest in the Company, the Board of Directors has after
careful review concluded that, in light of the continued interest of employees
in investing in Minerals Shares, it is in the best interest of the Company and
its shareholders to amend the Plan to increase the maximum number of Minerals
Shares which may be issued under the Plan by 400,000 shares. Also, in accordance
with the change of the Burlington Group Common Stock to BAX Group Common Stock,
effective as of May 4, 1998, the Plan should be amended to reflect the name
change. Set forth below is a summary of the Plan as it is proposed to be
amended.

Summary of the Plan. In July 1994, the Board of Directors adopted the Plan,
which was approved by shareholders at the Company's 1994 annual meeting of
shareholders. The Plan in its original form was scheduled to terminate on June
30, 1997, but in May 1997, the Company's shareholders approved an amendment to
extend the Plan's effectiveness until June 30, 2002.

Terms and Conditions. The Plan is intended to qualify as an 'employee stock
purchase plan' pursuant to Section 423 of the Code. The offering periods of the
Plan have a duration of six months, commencing on July 1 and January 1 of each
year and ending June 30, 2002. The Plan is administered by a committee
designated by the Board (the 'Committee'). The Committee is authorized to
interpret the Plan and may from time to time adopt such rules and regulations
for carrying out the Plan as it deems advisable, including restrictions on
resale of the shares sold pursuant to the Plan. The Committee has adopted a
restriction that shares must be held for a period of six months after their
purchase prior to any resale. It is the Committee's intention to maintain such
restriction should the shareholders approve the extension which is the subject
of the amendment to the Plan. Any determinations of and all related orders or
resolutions by the Committee or the Board, pursuant to the provisions of the
Plan, are final, conclusive and binding on all persons.

In general, each employee of the Company and any designated subsidiary
('Subsidiary') is eligible to participate in the Plan if he or she was hired at
least six months prior to the commencement of an

offering period and if he or she is customarily employed at least twenty hours
per week and at least five months per calendar year; provided, however, that
(i) an employee who is covered by a collective bargaining agreement shall only
be eligible to participate if the collective bargaining unit representing such
individual accepts the Plan on behalf of the employees in such unit and (ii)
individuals holding 5% or more of the total combined voting power or value of
all classes of Common Stock of the Company or of any Subsidiary (directly or
upon the exercise of options) are not eligible to participate. An eligible
employee may elect to participate by filing an enrollment form with the
Committee, not less than ten business days prior to the commencement of an
offering period, authorizing payroll deductions between 1% and 10% of the
employee's compensation (but the right to purchase Common Stock under the Plan
may not accrue at a rate that exceeds $15,000 in fair market value of Common
Stock in any calendar year determined at the time or times such rights are
granted) and allocating the percentage of these deductions to be used to
purchase Brink's, BAX and/or Minerals Shares (in integral multiples of 10%), at
a price equal to 85% of the fair market value of such class of Common Stock, at
the beginning or at the end of each offering period, whichever is less. No
interest accrues on any such payroll deductions. A participant may generally
reduce the rate of payroll deductions once during each offering period and shall
automatically participate in each successive offering period until the time such
participant elects to cease participation in the Plan.

Participation in the Plan ends with respect to either or both classes of
Common Stock upon notification of cessation of participation to the Company by
the participant at any time up to the end of an offering period or automatically
upon termination of employment with the Company. An employee may not transfer,
assign or otherwise encumber his or her rights or interests under the Plan,
other than by will, and any such attempt shall be deemed to constitute cessation
of participation in the Plan.

The shares of Common stock (including the right to fractional shares)
purchased on behalf of a participant are initially registered in the name of the
custodian designated by the Company for the Plan accounts (the 'Nominee'). Stock
certificates are not issued to participants for the Common Stock held on their
behalf in the name of the Nominee, but all rights accruing to an owner of record
of such Common Stock, including, without limitation, voting and tendering
rights, belong to the participant for whose account such Common Stock is held.
The Plan also establishes a procedure pursuant to which a participant may elect
to have the shares in his or her account registered to his or her name.

Adjustments Upon Changes in Capitalization; Corporate Transactions. In the
event of any dividend payable in any class of Common Stock or any split or
combination of any class of Common Stock, (a) the number of shares of such class
which may be issued under the Plan shall be proportionately increased or
decreased, as the case may be, (b) the number of shares of such class (including
shares subject to rights to purchase which have not been exercised) thereafter
deliverable shall be proportionately increased or decreased, as the case may be,
and (c) the aggregate purchase price of such class shall not be changed. In the
event of any other recapitalization, reorganization, extraordinary dividend or
distribution or restructuring transaction (including any distribution of shares
of stock of any Subsidiary or other property to holders of shares of any class
of Common Stock) affecting any class of Common Stock, the number of shares of
such class issuable under the Plan shall be subject to such adjustment as the
Committee or the Board may deem appropriate, and the number of shares of such
class thereafter deliverable (including shares subject to rights to purchase
which have not been exercised) and/or the purchase price shall be subject to
such adjustment as the Committee or the Board may deem appropriate. In the event
of a merger or share exchange in which the Company will not survive as an
independent, publicly owned corporation, or in the event of a consolidation or
of a sale of all or substantially all of the Company's assets, provision shall
be made for the protection and continuation of any outstanding rights to
purchase by the substitution, on an equitable basis, of such shares of stock,
other securities, cash, or any combination thereof, as shall be appropriate.

Amendment and Termination of the Plan. The Board may at any time and from
time to time amend, modify or terminate the Plan, but no such amendment or
modification without the approval of the shareholders shall: (a) increase the
maximum number of shares of any class of Common Stock which may be issued under
the Plan; (b) permit the issuance of any shares of any class of Common Stock at
a purchase price less than that provided in the Plan as approved by the
shareholders; (c) extend

the term of the Plan; or (d) cause the Plan to fail to meet the requirements of
an 'employee stock purchase plan' under Section 423 of the Code.

The benefits or amounts that will be received by or allocated to
participants cannot be determined at this time because virtually all employees
will be eligible to participate with the benefit to each participant depending
on the extent of his or her authorized payroll deduction, his or her election to
purchase Brink's Shares, BAX Shares and/or Minerals Shares and the future market
prices of such Shares.

RECOMMENDATION OF THE BOARD

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE
FOR THE APPROVAL OF THE AMENDMENT OF THE
1994 EMPLOYEE STOCK PURCHASE PLAN.

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

PROPOSAL NO. 4 -- PROPOSAL TO APPROVE AMENDMENT
OF THE KEY EMPLOYEES INCENTIVE PLAN OF THE COMPANY

The purpose of the Key Employees Incentive Plan (the 'Plan') is to attract,
retain and motivate key employees by providing additional cash compensation as a
means of providing greater incentives. These incentives are paid to certain key
management, professional and technical employees, including certain officers,
whose performance can significantly affect the profitable growth of the Company
or its operating units. The Plan was adopted by the Board, at the recommendation
of the Compensation and Benefits Committee (the 'Committee'), in August 1985 and
was approved by the shareholders of the Company in May 1986.

The Plan prescribes limitations on the amount of awards which may be
granted under the Plan in any year. Specifically, an award for any given year
may not exceed the amount equal to a participant's base salary (i.e., regular
salary exclusive of any bonuses, commissions, amounts credited or paid under any
benefit plan of the Company or its subsidiaries, and such other compensation as
may from time to time be excluded by the Board) for such year. Furthermore, the
Board is prohibited from amending the Plan to provide for an award in excess of
a participant's base salary.

In these circumstances and having regard for the Company's desire to retain
and motivate key employees, the Board of Directors has after careful review
concluded that it is in the best interest of the Company and its shareholders to
amend the Plan to increase the cap on participant awards such that an award for
any given year may not exceed the amount equal to 200% of a participant's base
salary. Further, the proposed amendments to the Plan would permit future
amendments to this cap to be at the sole discretion of the Board of Directors.
Accordingly, at a meeting held on March 12, 1999, the Board, at the
recommendation of the Committee, adopted the amendment to the Plan set forth in
Exhibit B to this Proxy Statement, subject to the approval of the amendment by
the shareholders of the Company. Set forth below is a summary of the Plan as it
is proposed to be amended.

Summary of the Plan. The Chief Executive Officer of the Company (the 'CEO')
is responsible for the administration of the Plan in accordance with policy and
administrative guidelines adopted annually by the Committee and the Board of
Directors. Each year the CEO, with the advice of management, selects key
employees of the Company and its subsidiaries who will be eligible to
participate in the Plan for the year, subject to the review and approval of the
Committee. Directors of the Company who are not employees are not eligible to
participate in the Plan, nor is any participant who ceases to be an employee
before the end of a particular Plan year.

On or about March 1 of each year target incentive awards for each
participant are determined by the CEO on the basis of performance standards and
objectives to be prescribed to the Committee. Such target incentives are
indicative of the incentive payment that a participant might expect to receive
for such year based upon a strong performance by the participant, his or her
operating or staff unit and the overall performance of the Company or relevant
operating groups.

Promptly after the end of each year a participant's performance is
evaluated in light of the criteria and guidelines noted above. On the basis of
such evaluation the CEO in consultation with the

Committee determines the amount of any cash incentive payments to participants.
The performance of the CEO, as well as any Director who is a participant in the
Plan, is reviewed by the Committee. Any payments to the CEO or such Director and
the aggregate amount of all payments proposed to be made under the Incentive
Plan must be reviewed and approved by the Committee.

The Committee may establish for any year restrictive limitations, which may
be applicable, individually and in the aggregate, to incentive payments for that
year. The Committee would, of course, be free to determine that no incentive
payments shall be made in a particular year.

If a participant's employment is terminated other than by retirement under
the Company's Pension-Retirement Plan, the Committee or the CEO may direct the
making to such participant of the aggregate amount of the deferred payments
under the Incentive Plan, notwithstanding any prior elections of the
participant. Rights under the Incentive Plan are not assignable.

The Board of Directors may amend or terminate the Incentive Plan at any
time; however, no amendment or termination may cancel any incentive award for
any year which previously has been approved by the Board.

RECOMMENDATION OF THE BOARD

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE
FOR THE APPROVAL OF THE AMENDMENT OF THE
KEY EMPLOYEES INCENTIVE PLAN.

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

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 2000 annual meeting or bring other business
(including any proposal intended for inclusion in the Company's proxy materials)
before the 2000 annual meeting, notice must be given to the Secretary of the
Company between September 30, 1999, and November 29, 1999. 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 Brink's Stock,
BAX 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 fee of Kissel-Blake Inc. in connection with the 1999
annual meeting is currently estimated to be approximately $15,000, plus
reimbursement of out-of-pocket expenses.

AUSTIN F. REED
Secretary
March 26, 1999

EXHIBIT A

THE PITTSTON COMPANY
1994 EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF AMENDMENT
EFFECTIVE MAY 7, 1999

1. Each reference in the Plan to 'Burlington' shall be deemed to refer to 'BAX.'

2. Section 1 of Article IV is hereby amended, in its entirety, to read as
follows:

'Subject to the provisions of Section 2 of this Article IV, the
maximum number of shares of Common Stock which may be issued or allocated
pursuant to the Plan shall be (a) in the case of Pittston Brink's Group
Common Stock, 750,000 shares, (b) in the case of Pittston BAX Group Common
Stock, 375,000 shares and (c) in the case of Pittston Minerals Group Common
Stock, 650,000 shares.'

EXHIBIT B

THE PITTSTON COMPANY
KEY EMPLOYEES INCENTIVE PLAN
STATEMENT OF AMENDMENT
EFFECTIVE MAY 7, 1999

1. The second sentence of the second paragraph of Section 5 of the Plan is
hereby amended, in its entirety, to read as follows:

'In no event, however, shall any award for any year to any participant
in the Plan exceed an amount equal to 200% of such a participant's base
salary (i.e., regular salary exclusive of any bonuses, commissions, amounts
credited or paid under any benefit plan of the Company or any of its
subsidiaries, and such other compensation as may from time to time be
excluded by the Board for purposes hereof) for such year.'

2. The first sentence of Section 8 of the Plan is hereby amended, in its
entirety, to read as follows:

'The Board of Directors may from time to time amend any of the
provisions of the Plan, or may at any time terminate the Plan, but no
amendment or termination shall serve to cancel any incentive payment for
any year which has been approved by the Board.'

APPENDIX 1

THE PITTSTON COMPANY

PROXY/VOTING DIRECTION CARD SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS, MAY 7, 1999

The undersigned hereby appoints Michael T. Dan, Austin F. Reed and Robert T.
Ritter and each of them as proxy, with full power of substitution, to vote all
shares of common stock of the undersigned in The Pittston Company at the Annual
Meeting of Shareholders to be held on May 7, 1999, at 1:00 p.m., Central
Daylight Time, and at any adjournment thereof, on all matters coming before the
meeting. The proxies will vote: (1) as the undersigned specifies on the back of
this card; (2) as the Board of Directors recommends where the undersigned does
not specify a vote on a matter listed on the back of this card; and (3) as the
proxies decide on any other matter.

This Proxy/Voting Direction Card also will serve as a direction to the Funding
Agent of the Company's Savings-Investment Plan and the Nominee of the Company's
1994 Employee Stock Purchase Plan to vote all shares in The Pittston Company
credited to the account of the undersigned. The Funding Agent and the Nominee
will vote: (1) as the undersigned specifies on the back of this card; (2)
proportionately with the shares of the same class as to which directions by
other Plan participants shall have been received, to the extent that the
undersigned has not timely directed the manner in which such shares shall be
voted; and (3) as the Funding Agent and the Nominee decide on any other matter.

IF REGISTRATIONS ARE NOT IDENTICAL, YOU MAY RECEIVE MORE THAN ONE SET OF PROXY
MATERIALS. PLEASE COMPLETE AND RETURN ALL CARDS YOU RECEIVE. IF YOU WISH TO VOTE
OR DIRECT A VOTE ON ALL MATTERS AS THE BOARD OF DIRECTORS RECOMMENDS, PLEASE
SIGN, DATE AND RETURN THIS CARD. IF YOU WISH TO VOTE OR DIRECT A VOTE ON ITEMS
INDIVIDUALLY, PLEASE ALSO MARK THE APPROPRIATE BOXES ON THE BACK OF THIS CARD.

Item 1.--Election of the following three nominees as directors for terms
expiring in 2002: Marc C. Breslawsky, William F. Craig and Gerald
Grinstein.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SEE REVERSE
SIDE SIDE
- -------------------------------------------------------------------------------

[X] Please mark
votes as in
this example.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR ALL NOMINEES"
IN ITEM 1 AND "FOR" ITEMS 2 THROUGH 4.

ITEM 1--Election of the nominees for directors. FOR all WITHHELD for all
(see reverse) Nominees Nominees
[ ] [ ]
[ ]______________________________________
For all nominees except as noted above

ITEM 2--Approval of KPMG LLP FOR AGAINST ABSTAIN
as independent public accountants. [ ] [ ] [ ]

Signature:_____________________________ Date:________________

ITEM 3--Approval of amendment of FOR AGAINST ABSTAIN
The Pittston Company's 1994 Employee [ ] [ ] [ ]
Stock Purchase Plan.

ITEM 4--Approval of amendment of FOR AGAINST ABSTAIN
The Pittston Company's Key Employees [ ] [ ] [ ]
Incentive Plan.

NOTE: Please sign as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.

Signature:_____________________________ Date:________________