WHEREAS, the Company wishes to establish a trust

 Exhibit 10(i)
                 
                 
                 Trust under the Pension Equalization
               Plan, Retirement Plan for Non-Employee 
                  Directors and Certain Contractual 
                 Arrangements of The Pittston Company 
     
                         TRUST AGREEMENT made as of this 16th day
                         of September, 1994, by and between THE
                         PITTSTON COMPANY (the "Company") and THE
                         CHASE MANHATTAN BANK (NATIONAL ASSOCIATION),
                         as Trustee (the "Trustee").
     
                WHEREAS, the Company has (i) entered into
     contractual arrangements with the individuals listed on
     Exhibit A to provide supplemental pension payments based on
     periods of employment prior to employment with the Company
     (collectively, the "Contracts"), (ii) adopted the Pension
     Equalization Plan and (iii) adopted the Retirement Plan for
     Non-Employee Directors (collectively, the plans referred to
     in clauses (ii) and (iii) are referred to as the "Plans");
     and  
                WHEREAS, the Company has incurred or expects to
     incur liability under the terms of the Plans and the
     Contracts with respect to the individuals participating in
     the Plans or covered by the Contracts; and
               WHEREAS, the Company wishes to establish a trust
     (the "Trust") and to contribute to the Trust assets that
     shall be held therein, subject to the claims of the
     Company's creditors in the event of the Company's Insolvency
     (as hereinafter defined) until paid to Participants and
     their Beneficiaries (as hereinafter defined) in such manner
     and at such times as specified in the Plans and/or
     Contracts; and
               WHEREAS, it is the intention of the parties that
     this Trust shall constitute an unfunded arrangement and
     shall not affect the status of the Plans as unfunded plans
     maintained for the purpose of providing deferred
     compensation for a select group of management or highly
     compensated employees for purposes of Title I of the
     Employee Retirement Income Security Act of 1974; and  
               WHEREAS, it is the intention of the Company to
     make contributions to the Trust to provide itself with a
     source of funds to assist it in the meeting of its
     liabilities under the Contracts and Plans.
               NOW, THEREFORE, the parties do hereby establish
     the Trust and agree that the Trust shall be comprised, held
     and disposed of as follows:
               Section 1.  Definitions.  As used in this Trust
     Agreement, the following words and terms shall have the
     meanings specified below:
               
               "Beneficiary" means the beneficiary or
               beneficiaries last designated by the Participant in
               writing under the Plans or Contracts.  In the absence
               of an effective designation or if the final surviving
               designated beneficiary has predeceased the Participant,
               the Beneficiary shall be the Participant's estate.  In
               the event the Participant is survived by a Beneficiary
               who dies after payments to the Beneficiary have
               commenced but before receiving all amounts due him or
               her under the Plan or Contract, any remaining amounts
               shall be paid to an alternate beneficiary designated by
               the Participant or, in the absence of an alternative
               surviving Beneficiary, to the estate of the last
               surviving Beneficiary.
               
               "Change of Control" shall be deemed to occur if
               either (a) any person, or any two or more persons
               acting as a group, and all affiliates of such person or
               persons, shall own beneficially shares of stock of the
               Company entitled to more than 20% of the total combined
               voting power in the election of directors of the
               Company (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 (b) there shall
               be a change in the composition of the Board at any time
               within two years after any tender offer, exchange
               offer, merger, consolidation, 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 Transaction.  A Change of Control shall be
               deemed to take place upon the first to occur of the
               events specified in the foregoing clauses (a) and (b).
               
               "Insolvent" means (a) the inability of the Company
               to pay its debts as they become due or (b) the Company
               being subject to a pending proceeding as a debtor under
               the United States Bankruptcy Code.
               
               "Participant" means an individual who is entitled
               to a benefit under the Plans or who is a party to one
               of the Contracts.
               
               Section 2.  Establishment Of Trust.
               (a)  The Company hereby deposits with the Trustee
     in trust the sum of $1,000.00, which shall become the
     principal of the Trust to be held, administered and disposed
     of by the Trustee as provided in this Trust Agreement.
               (b)  The Trust hereby established is revocable by
     the Company until there shall occur a Change of Control, at
     which time it shall become irrevocable.
               (c)  The Trust is intended to be a grantor trust,
     of which the Company is the grantor, within the meaning of
     subpart E, part I, subchapter J, chapter 1, subtitle A of
     the Internal Revenue Code of 1986, as amended, and shall be
     construed accordingly.
               (d)  The principal of the Trust and any earnings
     thereon shall be held separate and apart from other funds of
     Company and shall be used exclusively for the uses and
     purposes of Participants and general creditors as herein set
     forth.  Participants and their Beneficiaries shall have no
     preferred claim on, or any beneficial ownership interest in,
     any assets of the Trust.  Any rights created under the
     Plans, Contracts and this Trust Agreement shall be unsecured
     contractual rights of Participants and their Beneficiaries
     against the Company.  Any assets held by the Trust will be
     subject to the claims of the Company's general creditors
     under federal and state law in the event the Company becomes
     Insolvent.
               (e)  The Company, in its sole discretion, may at
     any time, or from time to time, make additional deposits of
     cash or other property, which property shall be acceptable
     to the Trustee, in trust with the Trustee to augment the
     principal to be held, administered and disposed of by the
     Trustee as provided in this Trust Agreement.  Neither the
     Trustee nor any Participant or Beneficiary under the Plans
     or Contracts shall have any right hereunder to compel such
     additional deposits.
               (f)  Anything in this Agreement notwithstanding,
     upon a Change of Control, the Company shall, as soon as
     possible, but in no event later than 90 days following the
     Change of Control make an irrevocable contribution to the
     Trust in an amount sufficient to pay each Participant or
     Beneficiary the benefits to which they would be entitled
     pursuant to the terms of the Contracts and Plans as in
     effect on the date on which the Change of Control occurred.
               Section 3.  Payments to Participants and Their
     Beneficiaries.
               (a)  No payment shall be made from this Trust
     prior to a Change of Control.  Following a Change of
     Control, the Company shall deliver periodically to the
     Trustee a schedule (the "Payment Schedule") that indicates
     the amounts payable in respect of each Participant (and his
     or her Beneficiaries) and provides a formula or other
     instructions acceptable to the Trustee for determining the
     amounts so payable, the form in which such amount is to be
     paid (as provided for or available under the Contracts or
     Plans) and the time of commencement of payment of such
     amounts.  Except as otherwise provided herein, the Trustee
     shall make payments to the Participants and their
     Beneficiaries in accordance with such Payment Schedule.  The
     Payment Schedule may periodically be amended by the Company
     to reflect additional retirements of Participants, changes
     in their marital status, terminations as a result of
     disability and such other matters as may result in a change
     in the form or amount of benefits payable to Participants. 
     The Trustee shall make provision for reporting and
     withholding of any federal, state or local taxes that may be
     required to be withheld with respect to the payment of
     benefits pursuant to the terms of the Plans and/or Contracts
     and shall pay amounts withheld to the appropriate taxing
     authorities or determine that such amounts have been
     reported, withheld and paid by the Company.
               (b)  The entitlement of a Participant or 
     Beneficiary to benefits under the Plans or Contracts shall
     be determined by the Company or such party as it shall
     designate under the Plans or Contracts, and any claim for
     such benefits shall be considered and reviewed under the
     procedures set out in the Plans or Contracts.
               (c)  The Company may make payment of benefits
     directly to Participants or their Beneficiaries under the
     Plans or Contracts as they become due under the terms of the
     Plans or Contracts.  Following a Change of Control, the
     Company shall notify the Trustee of its decision to make
     payment of benefits directly prior to the time amounts are
     payable to Participants or their Beneficiaries, and a
     revised Payment Schedule reflecting such direct payments
     shall promptly be delivered by the Company to the Trustee. 
     In addition, if the principal of the Trust, and any earnings
     thereon, are not sufficient to make payments of benefits in
     accordance with the terms of the Plans and Contracts, the
     Company shall make the balance of each such payment as it
     falls due.  The Trustee shall notify the Company when
     principal and earnings are not sufficient.  The
     establishment and funding of the Trust shall not relieve the
     Company from its obligations to provide the benefits under
     the Plans except pro tanto to the extent that amounts are
     paid to Participants and Beneficiaries from the Trust.
               Section 4.  Trustee Responsibility Regarding
     Payments to Trust Beneficiary When Company Is Insolvent.
               (a)  The Trustee shall cease payment of benefits
     to Participants and their Beneficiaries if the Company is
     Insolvent.
               (b)  At all times during the continuance of this
     Trust, as provided in paragraph (d) of Section 2 hereof, the
     principal and income of the Trust shall be subject to claims
     of general creditors of the Company under federal and state
     law as set forth below:
               (1)  The Board of Directors and the Chief
     Executive Officer of the Company shall have the duty to
     inform the Trustee in writing of the Company's Insolvency. 
     If a person claiming to be a creditor of the Company alleges
     in writing to the Trustee that the Company has become
     Insolvent, the Trustee shall determine whether the Company
     is Insolvent and, pending such determination, the Trustee
     shall discontinue payment of benefits to Participants or
     their Beneficiaries.
               (2)  Unless the Trustee has actual knowledge of
     the Company's Insolvency, or has received notice from the
     Company or a person claiming to be a creditor alleging that
     the Company is Insolvent, the Trustee shall have no duty to
     inquire whether the Company is Insolvent.  The Trustee may
     in all events rely on such evidence concerning the Company's
     solvency as may be furnished to the Trustee and that
     provides the Trustee with a reasonable basis for making a
     determination concerning the Company's solvency.
               (3)  If at any time the Trustee has determined
     that the Company is Insolvent, the Trustee shall discontinue
     payments to Participants or their Beneficiaries and shall
     hold the assets of the Trust for the benefit of the
     Company's general creditors.  Nothing in this Trust
     Agreement shall in any way diminish any rights of
     Participants or their Beneficiaries to pursue their rights
     as general creditors of the Company with respect to benefits
     due under the Plans, Contracts or otherwise.
               (4)  The Trustee shall resume the payment of
     benefits to Participants or their Beneficiaries in
     accordance with Section 3 of this Trust Agreement only after
     the Trustee has determined that the Company is not Insolvent
     (or is no longer Insolvent).
               (c)  Provided that there are sufficient assets, if
     the Trustee discontinues the payment of benefits from the
     Trust pursuant to paragraph (b) of Section 4 hereof and
     subsequently resumes such payments, the first payment
     following such discontinuance shall include the aggregate
     amount of all payments due to Participants or their
     Beneficiaries under the terms of the Plans and Contracts for
     the period of such discontinuance, less the aggregate amount
     of any payments made to such Participants or their
     Beneficiaries by the Company in lieu of the payments
     provided for hereunder during any such period of
     discontinuance.
               Section 5.  Payments to Company.
               Except as provided in Section 4 hereof, after the
     Trust has become irrevocable, the Company shall have no
     right or power to direct the Trustee to return to the
     Company or to divert to others any of the Trust assets
     before all payment of benefits have been made to
     Participants and their Beneficiaries pursuant to the terms
     of the Plans and Contracts.
               Section 6.  Investment Authority.
               (a)  The Trustee shall invest the assets of the
     Trust in the manner directed by the Company.  The Company
     agrees to indemnify the Trustee for, and to hold it harmless
     against, any and all liabilities, losses, costs or expenses
     (including reasonable legal fees and expenses) of whatsoever
     kind and nature which may be imposed on, incurred by, or
     asserted against the Trustee at any time by reason of
     actions taken in accordance with such directions by the
     Company or omitted because no such directions are given,
     including, without limitation, any acquisition, retention or
     disposition of any stock or other securities of the Company.
               (b)  To the extent directed by the Company, the
     Trustee shall have the following investment powers:
               (i)  To purchase or subscribe for any property
               whatsoever (including stock or rights to acquire stock)
               and to retain in trust such securities or other
               property.  The Trustee may invest in securities
               (including stock or rights to acquire stock) or
               obligations issued by the Company.
               (ii)  To sell for cash or on credit, to grant
               options, convert, redeem, exchange for other securities
               or other property, or otherwise to dispose of any
               securities or other property at any time held.
               (iii)  To exercise any conversion privilege and/or
               subscription right available in connection with any
               securities or other property at any time held; to
               oppose or to consent to the reorganization,
               consolidation, merger or readjustment of the finances
               of any corporation, company or association or to the
               sale, mortgage, pledge or lease of the property of any
               corporation, company or association any of the
               securities of which may at any time be held and to do
               any act with reference thereto, including the exercise
               of options, the making of agreements or subscriptions,
               which may be deemed necessary or advisable in
               connection therewith; and to hold and retain any
               securities or other property so acquired.
               (iv)  To exercise, personally or by general or by
               limited power of attorney, any right, including the
               right to vote (other than with respect to the stock of
               the Company), appurtenant to any securities or other
               property held at any time.
               (v)  To hold part or all of the Trust uninvested.
               (vi)  To register any securities held hereunder in
               the name of the Trustee or in the name of a nominee
               with or without the addition of words indicating that
               such securities are held in a fiduciary capacity, and
               to hold any securities in bearer form.
     All rights associated with assets of the Trust shall be
     exercised by the Trustee or the person designated by the
     Trustee except that voting rights with respect to stock of
     the Company shall be exercised by the Company, and shall in
     no event be exercisable by or rest with Participants or
     their Beneficiaries.  The Company shall have the right in
     its sole discretion at any time, and from time to time, to
     substitute assets of equal fair market value for any asset
     held by the Trust.  This right is exercisable by the Company
     in a nonfiduciary capacity without the approval or consent
     of any person in a fiduciary capacity.
               Section 7.  Disposition of Income.
               During the term of this Trust, all income received
     by the Trust, net of expenses and taxes, shall be
     accumulated and reinvested.
               Section 8.  Accounting by Trustee.
               The Trustee shall keep accurate and detailed
     records of all investments, receipts, disbursements and
     other transactions required to be made, including such
     specific records as shall be agreed upon in writing between
     the Company and the Trustee.  Within 90 days following the
     close of each calendar year and within 90 days after the
     removal or resignation of the Trustee, the Trustee shall
     deliver to the Company a written account of its
     administration of the Trust during such year or during the
     period from the close of the last preceding year to the date
     of such removal or resignation, setting forth all
     investments, receipts, disbursements and other transactions
     effected by it, including a description of all securities
     and investments purchased and sold with the cost or net
     proceeds of such purchases or sales (accrued interest paid
     or receivable being shown separately), and showing all cash,
     securities and other property held in the Trust at the end
     of such year or as of the date of such removal or
     resignation, as the case may be.  Unless protested by
     written notice to the Trustee within 120 days of receipt
     thereof by the Company, any such written account shall be
     deemed accepted and approved by the Company, and the Trustee
     shall be relieved and discharged, as if such account had
     been settled and allowed by a judgment or decree of a court
     of competent jurisdiction, in an action or proceeding in
     which the Company and all persons having a beneficial
     interest in the Trust were parties.
               Nothing contained in this Agreement shall deprive
     the Trustee or the Company of the right to have a judicial
     settlement of its accounts.  In any proceeding for a
     judicial settlement of the Trustee's accounts, or for
     instructions in connection with the Trust, the only
     necessary party thereto in addition to the Trustee shall be
     the Company.  If the Trustee or the Company so elects, it
     may bring in as a defendant party or parties any other
     person or persons.
               Section 9.  Responsibility of Trustee.
               (a)  The Trustee shall act with the care, skill,
     prudence and diligence under the circumstances then
     prevailing that a prudent person acting in like capacity and
     familiar with such matters would use in the conduct of an
     enterprise of a like character and with like aims.  In the
     event of a dispute between the Company and a party, the
     Trustee may apply to a court of competent jurisdiction to
     resolve the dispute.
               (b)  Whenever in the administration of the Trust a
     certification is required to be given to the Trustee, or the
     Trustee shall deem it necessary that a matter be proved
     prior to taking, suffering or omitting any action hereunder,
     such certification shall be duly made and said matter may be
     deemed to be conclusively proved by an instrument, signed in
     the name of the Company, by its President, a Vice President
     or by any other person specified in writing by the Company. 
     The Company shall file with the Trustee a certified list of
     the names and specimen signatures of the persons authorized
     to act for the Company.  The Trustee may rely on any such
     certification purporting to have been signed by or on behalf
     of such person or persons that the Trustee believes in good
     faith to have been signed thereby.  The Trustee shall have
     no responsibility for reasonably relying upon any
     certification believed by the Trustee in good faith to have
     been so signed by a duly authorized officer or agent of the
     Company.
               (c)  The Trustee may make any payment required to
     be made by it hereunder by mailing its check in the amount
     hereof by first class mail in a sealed envelope addressed to
     the person to whom such payment is to be made.  The Trustee
     shall not be required to make any investigation to determine
     the identity or mailing address of any person entitled to
     benefits under this Agreement and shall be entitled to
     withhold making payments until the identity and mailing
     addresses of persons entitled to benefits are certified to
     it.  In the event that any dispute shall arise as to the
     identity or rights of persons entitled to benefits
     hereunder, the Trustee may withhold payment of benefits
     until such dispute shall have been determined by arbitration
     or by a court of competent jurisdiction or shall have been
     settled by written stipulation of the parties concerned.
               (d)  If the Trustee undertakes or defends any
     litigation arising in connection with this Trust, the
     Company agrees to indemnify the Trustee against the
     Trustee's costs, expenses and liabilities (including,
     without limitation, reasonable attorneys' fees and expenses)
     relating thereto and to be primarily liable for such
     payments.  If the Company does not pay such costs, expenses
     and liabilities in a reasonably timely manner, the Trustee
     may obtain payment from the Trust.
               (e)  The Trustee may consult with legal counsel
     (who may also be counsel for the Company generally) with
     respect to any of its duties or obligations hereunder.
               (f)  The Trustee may hire agents, accountants,
     actuaries, investment advisors, financial consultants or
     other professionals to assist it in performing any of its
     duties or obligations hereunder.  Prior to a Change of
     Control, to the extent approved by the Company, the Company
     shall be responsible for payment of these expenses, and if
     not paid by the Company, such authorized expenses shall be
     paid by the Trust.  Following a Change of Control, the
     Company shall be responsible for payment of these expenses,
     and if not paid by the Company, such expenses shall be paid
     by the Trust.
               (g)  The Trustee shall have, without exclusion,
     all powers conferred on trustees by applicable law, unless
     expressly provided otherwise herein, provided, however, that
     if an insurance policy is held as an asset of the Trust, the
     Trustee shall have no power to name a Beneficiary of the
     policy other than the Trust, to assign the policy (as
     distinct from conversion of the policy to a different form)
     other than to a successor Trustee or to loan to any person
     the proceeds of any borrowing against such policy.
               (h)  A third party dealing with the Trustee shall
     not be required to make any inquiry whether the Company or a
     Participant has instructed the Trustee, or the Trustee is
     otherwise authorized to take or omit any action; or to
     follow the application by the Trustee of any money or
     property which may be paid or delivered to the Trustee.
               (i)  The liability of the Trustee to make the
     payments specified by the Plan shall be limited to the funds
     which have come into its hands as Trustee hereunder,
     including all income therefrom and increment thereof.
               (j)  The Company shall indemnify and hold harmless
     the Trustee for any liability or expenses, including without
     limitation, reasonable attorneys' fees reasonably incurred
     by the Trustee with respect to any action undertaken with
     the consent of the Company in good faith hereunder or
     pursuant to the Plans other than on account of the Trustee's
     negligence or willful misconduct.
               (k)  Notwithstanding any powers granted to the
     Trustee pursuant to this Trust Agreement or applicable law,
     the Trustee shall not have any power that could give this
     Trust the objective of carrying on a business and deriving
     the gains therefrom, within the meaning of section 301.7701-
     2 of the Procedure and Administrative Regulations
     promulgated pursuant to the Internal Revenue Code.
               Section 10.  Compensation and Expenses of
     Trustees.
               The Trustee shall receive for its services
     compensation in accordance with Schedule A, which can be
     amended upon the agreement of the Company and Trustee. 
     After a Change of Control of the Company, the Trustee may
     increase its rate of compensation as reasonably necessary.
               The Company shall pay all administrative and
     Trustee's fees and expenses.  If not so paid, the fees and
     expenses shall be paid from the Trust.
              Section 11.  Resignation and Removal of Trustee.
               (a)  The Trustee may resign at any time by written
     notice to the Company, which shall be effective 90 days
     after receipt of such notice unless the Company and the
     Trustee agree otherwise.
               (b)  Except as provided in paragraph (c) of this
     Section 11, the Trustee may be removed by the Company on
     90 days' notice or upon shorter notice accepted by the
     Trustee.
               (c)  Upon a Change of Control, the Trustee may not
     be removed by the Company for five years.
               (d)  If the Trustee resigns or is removed within
     ten years of a Change of Control, as defined herein, the
     Trustee shall select a successor Trustee in accordance with
     the provisions of paragraph (b) of Section 12 hereof whose
     appointment shall be effective at the effective time of the
     Trustee's resignation or removal.  The Trustee shall be
     compensated for the reasonable costs of selecting a
     successor as provided in Sections 10 and 12.
               (e)  Upon resignation or removal of the Trustee
     and appointment of a successor Trustee, all assets shall
     subsequently be transferred to the successor Trustee.  The
     transfer shall be completed within 90 days after receipt of
     notice of resignation, removal or transfer, unless the
     Company extends the time limit.
               (f)  If the Trustee resigns or is removed, a
     successor shall be appointed, in accordance with Section 12
     hereof, by the effective date of resignation or removal
     under paragraph (a) or (b) of this Section 11.  If no such
     appointment has been made, the Trustee may apply to a court
     of competent jurisdiction for appointment of a successor or
     for instructions.  All expenses of the Trustee in connection
     with the proceeding shall be allowed as administrative
     expenses of the Trust.
              Section 12.  Appointment of Successor. 
     (a)  Subject to the provisions of paragraph (b) of this
     Section 12, if the Trustee resigns or is removed in
     accordance with paragraph (a) or (b) of Section 11 hereof,
     the Company shall appoint any third party, such as a bank
     trust department or other party that may be granted
     corporate trustee powers under state law, as a successor to
     replace the trustee upon resignation or removal.  The
     appointment shall be effective when accepted in writing by
     the new trustee, who shall have all of the rights and powers
     of the former Trustee, including ownership rights in the
     Trust assets.  The former Trustee shall execute any
     instrument necessary or reasonably requested by the Company
     or the successor trustee to evidence the transfer.
               (b)  If the Trustee resigns or is removed pursuant
     to the provisions of paragraph (d) of Section 11 hereof, the
     Trustee shall appoint any third party, such as a bank trust
     department or other party that may be granted corporate
     trustee powers under state law, as successor trustee.  The
     appointment of a successor trustee shall be effective when
     accepted in writing by the new trustee.  The new trustee
     shall have all the rights and powers of the former Trustee,
     including ownership rights in Trust assets.  The former
     Trustee shall execute any instrument necessary or reasonably
     requested by the successor trustee to evidence the transfer.
               (c)  The successor trustee need not examine the
     records and acts of any prior Trustee and may retain or
     dispose of existing Trust assets, subject to Sections 8
     and 9 hereof.  The successor trustee shall not be
     responsible for and the Company shall indemnify and defend
     the successor trustee from any claim or liability resulting
     from any action or inaction of any prior Trustee or from any
     other past event, or any condition existing at the time it
     becomes trustee.
               Section 13.  Amendment or Termination.  (a)  This
     Trust Agreement may be amended by a written instrument
     executed by the Trustee and the Company.  Notwithstanding
     the foregoing, no such amendment shall conflict with the
     terms of the Plans or Contracts or shall make the Trust
     revocable after it has become irrevocable in accordance with
     paragraph (b) of Section 2 hereof.
               (b)  Unless sooner revoked in accordance with
     paragraph (b) of Section 2 hereof, the Trust shall not
     terminate until the date on which Participants and their
     Beneficiaries are no longer entitled to benefits pursuant to
     the terms of the Plans and Contracts.  Upon termination of
     the Trust, any assets remaining in the Trust shall be
     returned to the Company.
               (c)  Upon written approval of Participants or
     Beneficiaries entitled to payment of benefits pursuant to
     the terms of the Plans and Contracts, the Company may
     terminate this Trust prior to the time all benefit payments
     under the Plans and Contracts have been made.  All assets in
     the Trust at termination shall be returned to the Company.
               (d)  Paragraph (f) of Section 2, Section 3,
     paragraph (c) or (d) of Section 11 and paragraph (b) of
     Section 12 of this Trust Agreement may not be amended by
     Company for ten years following a Change of Control.
              Section 14.  Miscellaneous.  (a)  Any provision of
     this Trust Agreement prohibited by law shall be ineffective
     to the extent of any such prohibition, without invalidating
     the remaining provisions hereof. 
               (b)  Benefits payable to Participants and their
     Beneficiaries under this Trust Agreement may not be
     anticipated, assigned (either at law or in equity),
     alienated, pledged, encumbered or subjected to attachment,
     garnishment, levy, execution or other legal or equitable
     process.
               (c)  This Trust Agreement shall be governed by and
     construed in accordance with the laws of the State of New
     York.
               Section 15.  Effective Date.  
               The effective date of this Trust Agreement shall
     be the 16th day of September, 1994.
     
                                   THE PITTSTON COMPANY,
     
                                     by      s/Frank T. Lennon
                                       _________________________
     
     
                                   THE CHASE MANHATTAN BANK
                                        (NATIONAL ASSOCIATION),
                                        Trustee
     
                                     by      s/Edward L. Berman
                                       _________________________
                                                [Title]

                              Exhibit A
     
     
     
         Individuals Covered by Contractual Arrangements with
                         The Pittston Company                
     
     
                            Robert D. Duke
     
                            Joseph Farrell
     
                            David Marshall
     
                           Jonathan Sturman 

Basic Info X:

Name: WHEREAS, the Company wishes to establish a trust
Type: trust
Date: Nov. 14, 1994
Company: BRINKS CO
State: Virginia

Other info:

Date:

  • 16th day of September , 1994

Organization:

  • Non-Employee Directors and Certain Contractual Arrangements of The Pittston Company TRUST
  • United States Bankruptcy Code
  • Trustee Responsibility Regarding Payments to Trust Beneficiary When Company
  • The Board of Directors
  • Unless the Trustee
  • Internal Revenue Code
  • Expenses of Trustees
  • Change of Control of the Company
  • Removal of Trustee

Location:

  • New York
  • MANHATTAN

Money:

  • $ 1,000.00

Person:

  • sFrank T. Lennon
  • L. Berman
  • Robert D. Duke Joseph Farrell David Marshall Jonathan Sturman

Percent:

  • 20 %
  • 50 %