Sample Business Contracts


Supplemental Retirement Benefit Agreement - Pittston Co. and David L. Marshall


                                   As of September 16, 1994







Mr. David L. Marshall
28 Glenmoor Place
Hilton Head
South Carolina 29926

Dear Dave:

          With reference to the letter agreement with you dated
as of June 1, 1994 (the "Agreement"), providing among other
things, for your Supplemental Retirement Benefit and for your
continued participation in the Company's Pension Equalization
Plan, this confirms that The Pittston Company (the "Company")
has agreed with you to provide additional assurance that
benefits thereunder will be paid in the event of a Change in
Control as hereinafter defined.  Accordingly, the Agreement is
hereby amended by inserting the following Paragraph 3A im-
mediately before Paragraph 4 of the Agreement:
                   
          3A.  Supplemental Retirement Benefits; Change
     in Control.  The provisions of this Paragraph 3A shall be
     controlling, anything in the other provisions of this
     Agreement to the contrary notwithstanding.                  
     
                    (a)  In the event that a Change in
          Control (as hereinafter defined in subparagraph
          (b) of this Paragraph 3A shall occur or the
          Company's Board of Directors shall in its dis-
          cretion determine that a Change in Control is
          anticipated within 90 days from the date of such
          determination, the Company shall forthwith take
          such action as shall be necessary or appropriate
          to activate the trust agreement dated as of
          September 15, 1994 between the Company and The
          Chase Manhattan Bank (National Association), as
          trustee, by the payment in cash to the trustee
          under such trust agreement of the aggregate
          amountwhich A. Foster Higgins & Co. Inc. (or
          another nationally recognized firm of actuaries
          selected by the Board) shall determine, on
          the basis of mortality and other assump-
          tions at the time applicable under the
          Pittston Pension Plan, to be required to
          provide all projected benefit obligations
          to you (or your beneficiary) under Para-
          graph 3(c) of this Agreement, as of the
          date the Change in Control occurs or as of
          the date of such determination, as the case
          may be.  All expenses and income and other
          taxes in connection with the establishment
          and operation of such trust shall be paid
          by the Company.
          
                    (b)  For purposes of this Paragraph
          3A, a Change in Control shall be deemed to occur
          if either (i) any person, or any two or more
          persons acting as a group, and all affiliates of
          such person or persons, shall own beneficially
          more than 20% of the total voting power in the
          election of directors of the Company of shares
          of all classes of Common Stock of the Company
          outstanding (exclusive of shares held by any
          corporation of which shares representing at
          least 50% of the ordinary voting power are
          owned, directly or indirectly by the Company)
          pursuant to a tender offer, exchange offer or
          series of purchases or  other acquisitions, or
          any combination of those transactions, or (ii)
          there shall be a change in the composition of
          the Company's Board of Directors at any time
          within two years after any tender offer,
          exchange offer, merger, consolidation, share
          exchange, sale of assets or contested election,
          or any combination of those transactions (a
          "Transaction"), so that (i) the persons who were
          directors of the Company immediately before the
          first such Transaction cease to constitute a
          majority of the board of directors of the
          corporation which shall thereafter be in control
          of the companies or other entities that were
          parties to or otherwise involved in such first
          Transaction, or (ii) the number of persons who
          shall thereafter be directors of such
          corporation shall be fewer than two-thirds
          of the number of directors of the Company
          immediately prior to such first Trans-
          action.  A Change in Control shall be
          deemed to take place upon the first to
          occur of the events specified in the fore-
          going clauses (i) and (ii).
     
                    (c)  In addition to all other rights
          under applicable law, you shall, from and after
          the date on which a Change in Control shall
          occur or be anticipated as provided in sub-
          paragraph (b) above, have the right to bring an
          action to enforce the provisions of this Para-
          graph 3A by seeking injunctive relief and/or
          damages, and the Company shall be obligated to
          pay or reimburse you to the extent that you
          prevail, in whole or in substantial part, for
          all reasonable expenses, including attorney's
          fees, in connection with such action.
                    
                    (d)  The foregoing provisions of this
          Paragraph 3A shall be construed liberally to the
          end that accrued benefits under this Paragraph
          3A shall be assured to the fullest extent prac-
          ticable; provided, however, that nothing in this
          Paragraph 3A shall be construed in a manner that
          would subject you to current taxation on
          establishment of the trust.

                    (e)  Nothing in this Paragraph 3A
          shall of itself be deemed to increase the amount
          of any accrued benefits to which you shall have
          become entitled under Paragraph 3 (c) of this
          Agreement.  The establishment and activation of
          the trust agreement referred to in subparagraph
          (a) of this Paragraph 3A shall not be deemed to
          relieve the Company of its obligations to you
          under such Paragraph 3 (c) except pro tanto to
          the extent that amounts in respect thereof are
          paid under such trust agreement to you.

          2.  Except as hereinabove provided, the Agreement
shall remain in full force and effect.  

          Please confirm that the foregoing is in accordance
with our agreement.

                                  Very truly yours,
     
                                  THE PITTSTON COMPANY


                             
                                  By______________________
                                         Chairman
          
          
          I hereby confirm that the foregoing is in accordance
with our agreement.
          

                                  ________________________
                                      David L. Marshall
          
APPROVED:

          
___________________________
      Robert H. Spilman
  Chairman, Compensation and
  Benefits Committee of the
    Board of Directors


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