
<PAGE>

                                                                    EXHIBIT 3(i)

                             ARTICLES OF CORRECTION

                                       FOR

                              THE PITTSTON COMPANY

     1.   The name of the corporation is THE PITTSTON COMPANY.

     2. The text of the restated articles of incorporation, as corrected, is set
forth below:

                       "RESTATED ARTICLES OF INCORPORATION

                                       of

                              THE PITTSTON COMPANY

                                    ARTICLE I

     The name of the Corporation is THE PITTSTON COMPANY.

                                   ARTICLE II

The purpose for which the Corporation is organized is to transact any lawful
business not required to be stated in the Articles of Incorporation.

                                   ARTICLE III

EACH REFERENCE IN THIS ARTICLE III TO "BAX" SHALL BE DEEMED TO REFER TO
"BURLINGTON" UNTIL MAY 4, 1998. AS OF MAY 4, 1998, EACH REFERENCE IN THIS
ARTICLE III TO "BAX" SHALL BE DEEMED TO REFER TO "BAX."

     The total number of shares of capital stock which the Corporation shall
have authority to issue is one hundred seventy-two million (172,000,000), of
which two million (2,000,000) shares shall be shares of Preferred Stock, par
value $10.00 per share (hereinafter called "Preferred Stock"), one hundred
million (100,000,000) shares shall be shares of a class of common stock
designated as Pittston Brink's Group Common Stock, par value $1.00 per share
("Brink's Stock"), fifty million (50,000,000) shares shall be shares of a class
of common stock designated as Pittston BAX Group Common Stock, par value $1.00
per share ("BAX Stock"), and twenty million (20,000,000) shares shall be shares
of Pittston Minerals Group Common Stock, par value $1.00 per share ("Minerals
Stock"). Brink's Stock, BAX


<PAGE>
<PAGE>

Stock and Minerals Stock shall hereinafter collectively be called "Common
Stock".

                                   DIVISION I

The preferences, limitations and relative rights of the shares of each class of
Common Stock are as follows:

     1.   Dividend Rights.

          (a) Subject to the express terms of any outstanding series of
Preferred Stock, dividends may be declared and paid upon Brink's Stock, BAX
Stock and Minerals Stock upon the terms provided for below with respect to each
such class:

               (i) Dividends on Brink's Stock and BAX Stock. Dividends on
Brink's Stock and/or BAX Stock may be declared and paid out of funds of the
Corporation legally available therefor. Subject to the foregoing, the
declaration and payment of dividends on Brink's Stock and BAX Stock, and the
amount thereof, shall at all times be solely in the discretion of the Board of
Directors.

               (ii) Dividends on Minerals Stock. Dividends on Minerals Stock may
be declared and paid only out of the lesser of (A) funds of the Corporation
legally available therefor and (B) the Available Minerals Dividend Amount.
Subject to the foregoing, the declaration and payment of dividends on Minerals
Stock, and the amount thereof, shall at all times be solely in the discretion of
the Board of Directors.

          (b) Discrimination Among Brink's Stock, BAX Stock and Minerals Stock.
The Board of Directors, subject to the provisions of Sections 1(a)(i) and
1(a)(ii), may, in its sole discretion, declare and pay dividends exclusively on
Brink's Stock, exclusively on BAX Stock, exclusively on Minerals Stock or on any
combination or all of such classes in equal or unequal amounts, notwithstanding
the amounts of funds available for dividends on each class, the respective
voting and liquidation rights of each class, the amount of prior dividends
declared on each class or any other factor.

          (c) Distribution Determination. Pursuant to Section 13.1-653 of the
Virginia Stock Corporation Act, the Board of Directors may base a determination
that a proposed dividend distribution is out of funds legally available therefor
under


<PAGE>
<PAGE>

Virginia law either on financial statements prepared on the basis of accounting
practices and principles that are reasonable in the circumstances or on a fair
valuation of the Corporation's total net assets or other method that is
reasonable in the circumstances.

     2. Exchange. Shares of Brink's Stock, BAX Stock and Minerals Stock are
subject to exchange upon the terms provided below:

          (a) Exchange of Brink's Stock. Outstanding shares of Brink's Stock
shall not be subject to either optional or mandatory exchange by the Board of
Directors.

          (b)  Exchange of BAX Stock.

               (i) In the event of the Disposition, in one transaction or a
series of related transactions, by the Corporation of all or substantially all
of the properties and assets of Pittston BAX Group (other than in connection
with the Disposition by the Corporation of all or substantially all of its
properties and assets in one transaction) to any person, entity or group (other
than (A) the holders of all outstanding shares of BAX Stock on a pro rata basis
or (B) any person, entity or group in which the Corporation, directly or
indirectly, owns a majority equity interest), the Corporation shall, on or prior
to the first Business Day following the 60th day following the consummation of
such Disposition, exchange each outstanding share of BAX Stock for fully paid
and nonassessable shares of Brink's Stock (or, if there are not shares of
Brink's Stock outstanding on the Exchange Date, of Minerals Stock, or, if there
are no shares of Minerals Stock outstanding on the Exchange Date and shares of
another class or classes of Common Stock (other than BAX Stock) are then
outstanding, of such other class of Common Stock as then has the largest
Aggregate Market Capitalization) having a Fair Market Value equal to 115 percent
of the Fair Market Value of one share of BAX Stock, as of the date of the first
public announcement by the Corporation of such Disposition.

               (ii) The Board of Directors may, by a majority vote of the
directors then in office, at any time in its sole discretion declare that each
outstanding share of BAX Stock shall be exchanged, on an Exchange Date set forth
in a notice to holders of BAX Stock pursuant to Section 2(e)(i), for fully paid
and nonassessable shares of Brink's Stock (or, if there are no shares of Brink's
Stock outstanding on the Exchange Date, of


<PAGE>
<PAGE>

Minerals Stock, or, if there are no shares of Minerals Stock outstanding, and
shares of another class or classes of Common Stock (other than BAX Stock) are
then outstanding, of such other class of Common Stock as then has the largest
Aggregate Market Capitalization) having a Fair Market Value equal to 115 percent
of the Fair Market Value of one share of BAX Stock, as of the date of the first
public announcement by the Corporation of such exchange.

               (iii) After any Exchange Date on which all outstanding shares of
BAX Stock were exchanged, any share of BAX Stock that is issued on conversion or
exercise of any Convertible Securities shall, immediately upon issuance pursuant
to such conversion or exercise and without any notice or any other action on the
part of the Corporation or its Board of Directors or the holder of such share of
BAX Stock, be exchanged for the amount of shares of Brink's Stock or another
class of Common Stock that a holder of such Convertible Security would have been
entitled to receive pursuant to the terms of such Convertible Security had such
terms provided that the conversion privilege in effect immediately prior to any
exchange by the Corporation of any shares of its BAX Stock for shares of any
other capital stock of the Corporation would be adjusted so that the holder of
any such Convertible Security thereafter surrendered for conversion would be
entitled to receive the number of shares of capital stock of the Corporation he
or she would have owned immediately following such action had such Convertible
Security been converted immediately prior thereto. The provisions of this
Section 2(b)(iii) shall not apply to the extent that equivalent adjustments are
otherwise made pursuant to the provisions of such Convertible Securities.

          (c)  Exchange of Minerals Stock.

               (i) In the event of the Disposition, in one transaction or a
series of related transactions, by the Corporation of all or substantially all
of the properties and assets of Pittston Minerals Group (other than in
connection with the Disposition by the Corporation of all or substantially all
of its properties and assets in one transaction) to any person, entity or group
(other than (A) the holders of all outstanding shares of Minerals Stock on a pro
rata basis or (B) any person, entity or group in which the Corporation, directly
or indirectly, owns a majority equity interest), the Corporation shall, on or
prior to the first Business Day following the 60th day following the
consummation of such Disposition, exchange each outstanding


<PAGE>
<PAGE>

share of Minerals Stock for fully paid and nonassessable shares of Brink's Stock
(or, if there are no shares of Brink's Stock outstanding on the Exchange Date,
of BAX Stock, or, if there are no shares of BAX Stock outstanding on the
Exchange Date and shares of another class or classes of Common Stock (other than
Minerals Stock) are then outstanding, of such other class of Common Stock) as
then has the largest Aggregate Market Capitalization) having a Fair Market Value
equal to 115 percent of the Fair Market Value of one share of Minerals Stock, as
of the date of the first public announcement by the Corporation of such
Disposition.

               (ii) The Board of Directors may, by a majority vote of the
directors then in office, at any time in its sole discretion declare that each
outstanding share of Minerals Stock shall be exchanged, on an Exchange Date set
forth in a notice to holders of Minerals Stock pursuant to Section 2(e)(i), for
fully paid and nonassessable shares of Brink's Stock (or, if there are no shares
of Brink's Stock outstanding on the Exchange Date, of BAX Stock, or if there are
no shares of BAX Stock outstanding on the Exchange Date and shares of another
class or classes of Common Stock (other than Minerals Stock) are then
outstanding, of such other class of Common Stock as then has the largest
Aggregate Market Capitalization) having a Fair Market Value equal to 115 percent
of the Fair Market Value of one share of Minerals Stock, as of the date of the
first public announcement by the Corporation of such exchange.

               (iii) After any Exchange Date on which all outstanding shares of
Minerals Stock were exchanged, any share of Minerals Stock that is issued on
conversion or exercise of any Convertible Securities shall, immediately upon
issuance pursuant to such conversion or exercise and without any notice or any
other action on the part of the Corporation or its Board of Directors or the
holder of such share of Minerals Stock, be exchanged for the amount of shares of
Brink's Stock or another class of Common Stock that a holder of such Convertible
Security would have been entitled to receive pursuant to the terms of such
Convertible Security had such terms provided that the conversion privilege in
effect immediately prior to any exchange by the Corporation of any shares of its
Minerals Stock for shares of any other capital stock of the Corporation would be
adjusted so that the holder of any such Convertible Security thereafter
surrendered for conversion would be entitled to receive the number of shares of
capital stock of the Corporation he or she would have owned immediately
following such action had such


<PAGE>
<PAGE>

Convertible Security been converted immediately prior thereto. The provisions of
this Section 2(c)(iii) shall not apply to the extent that equivalent adjustments
are otherwise made pursuant to the provisions of such Convertible Securities.

          (d) Certain Definitions. For purposes of Sections 2(b)(i) and 2(c)(i):

               (i) as of any date, "substantially all of the properties and
assets" of Pittston BAX Group or Pittston Minerals Group, as the case may be,
shall mean a portion of such properties and assets that represents at least 80
percent of either of the then-current market value, as determined by the Board
of Directors based on opinions, appraisals or such other evidence as the Board
shall consider relevant, of, or the aggregate reported net sales for the
immediately preceding twelve fiscal quarterly periods of the Corporation derived
from, the properties and assets of Pittston BAX Group or Pittston Minerals
Group, respectively, as of such date (excluding the properties and assets of any
person, entity or group in which the Corporation, directly or indirectly, owns
less than a majority equity interest);

               (ii) if immediately after any event, the Corporation, directly or
indirectly, owns less than a majority equity interest in any person, entity or
group in which the Corporation, directly or indirectly, owned a majority equity
interest immediately prior to the occurrence of such event, a Disposition of all
of the properties and assets of Pittston BAX Group or Pittston Minerals Group,
respectively, owned by such person, entity or group shall be deemed to have
occurred; and

               (iii) in the case of a Disposition of properties and assets in a
series of related transactions, such Disposition shall not be deemed to have
been consummated until the consummation of the last of such transactions.

          (e)  General Exchange Provisions.

               (i) In the event of any exchange pursuant to Sections 2(b)(i) and
(ii) or 2(c)(i) and (ii), the Corporation shall cause to be given to each holder
of BAX Stock or Minerals Stock, respectively, a notice stating (A) that shares
of BAX Stock or Minerals Stock, respectively, shall be exchanged, (B) the
Exchange Date, (C) the kind and amount of shares of capital stock to be received
by such holder with respect to each share of


<PAGE>
 
<PAGE>


BAX Stock or Minerals Stock, respectively, held by such holder, including
details as to the calculation thereof, (D) the place or places where
certificates for shares of BAX Stock or Minerals Stock, respectively, properly
endorsed or assigned for transfer (unless the Corporation shall waive such
requirement), are to be surrendered for delivery of certificates for shares of
such capital stock and (E) that, subject to Section 2(e)(iii), dividends on BAX
Stock or Minerals Stock, respectively, will cease to be paid as of such Exchange
Date. Such notice shall be sent by first-class mail, postage prepaid, not less
than 30 nor more than 60 days prior to the Exchange Date and in any case to each
holder of BAX Stock or Minerals Stock, respectively, at such holder's address as
the same appears on the stock transfer books of the Corporation. Neither the
failure to mail such notice to any particular holder of BAX Stock or Minerals
Stock, respectively, nor any defect therein shall affect the sufficiency thereof
with respect to any other holder of BAX Stock or Minerals Stock, respectively.

               (ii) The Corporation shall not be required to issue or deliver
fractional shares of any class of capital stock to any holder of BAX Stock or
Minerals Stock, as the case may be, upon any exchange pursuant to this Section
2. If the number of shares of any class of capital stock remaining to be issued
to any holder of BAX Stock or Minerals Stock is a fraction, the Corporation
shall, if such fraction is not issued or delivered to such holder, pay a cash
adjustment in respect of such fraction in an amount equal to the Fair Market
Value of such fraction on the date such payment is to be made.

               (iii) No adjustments in respect of dividends shall be made upon
the exchange of any shares of BAX Stock or Minerals Stock, as the case may be;
provided, however, that, if the Exchange Date with respect to BAX Stock or
Minerals Stock, as the case may be, shall be subsequent to the record date for
the payment of a dividend or other distribution thereon or with respect thereto,
the holders of such shares of BAX Stock or Minerals Stock, respectively, at the
close of business on such record date shall be entitled to receive the dividend
or other distribution payable on or with respect to such shares on the date set
for payment of such dividend or other distribution, notwithstanding the exchange
of such shares or the Corporation's default in payment of the dividend or
distribution due on such date.

               (iv) Before any holder of shares of BAX Stock or


<PAGE>
<PAGE>

Minerals Stock, as the case may be, shall be entitled to receive certificates
representing shares of any capital stock to be received by such holder with
respect to such shares of BAX Stock or Minerals Stock, respectively, pursuant to
this Section 2, such holder shall surrender at such office as the Corporation
shall specify certificates for such shares of BAX Stock or Minerals Stock,
properly endorsed or assigned for transfer (unless the Corporation shall waive
such requirement). The Corporation will as soon as practicable after such
surrender of certificates representing shares of BAX Stock or Minerals Stock
deliver to the person for whose account such shares of BAX Stock or Minerals
Stock were so surrendered, or to his or her nominee or nominees, certificates
representing the number of whole shares of the kind of capital stock to which he
or she shall be entitled as aforesaid, together with any fractional payment
contemplated by Section 2(e)(ii).

               (v) From and after any applicable Exchange Date, all rights of a
holder of shares of BAX Stock or Minerals Stock, as the case may be, that were
exchanged shall cease except for the right, upon surrender of the certificates
representing such shares of BAX Stock or Minerals Stock, respectively, to
receive certificates representing shares of the capital stock for which such
shares were exchanged together with any fractional payment contemplated by
Section 2(e)(ii) and rights to dividends as provided in Section 2(e)(iii). No
holder of a certificate that immediately prior to the applicable Exchange Date
for BAX Stock or Minerals Stock, as the case may be, represented shares of BAX
Stock or Minerals Stock, respectively, shall be entitled to receive any dividend
or other distribution with respect to shares of any kind of capital stock into
which BAX Stock or Minerals Stock, respectively, was exchanged until surrender
of such holder's certificate for a certificate or certificates representing
shares of such kind of capital stock. Upon such surrender, there shall be paid
to the holder the amount of any dividends or other distributions (without
interest) which theretofore became payable with respect to a record date after
the Exchange Date, but that were not paid by reason of the foregoing, with
respect to the number of whole shares of the kind of capital stock represented
by the certificate or certificates issued upon such surrender. From and after an
Exchange Date for BAX Stock or Minerals Stock, the Corporation shall, however,
be entitled to treat the certificates for BAX Stock or Minerals Stock,
respectively, that have not yet been surrendered for exchange as evidencing the
ownership of the number of whole shares of the kind of capital stock for which
the shares of BAX


<PAGE>
<PAGE>

Stock or Minerals Stock represented by such certificates shall have been
exchanged, notwithstanding the failure to surrender such certificates.

               (vi) The Corporation will pay any and all documentary, stamp or
similar issue or transfer taxes that may be payable in respect of the issue or
delivery of any shares of capital stock on exchange of shares of BAX Stock or
Minerals Stock pursuant hereto. The Corporation shall not, however, be required
to pay any tax that may be payable in respect of any transfer involved in the
issue and delivery of any shares of capital stock in a name other than that in
which the shares of BAX Stock or Minerals Stock so exchanged were registered,
and no such issue or delivery shall be made unless and until the person
requesting such issue has paid to the Corporation the amount of any such tax, or
has established to the satisfaction of the Corporation that such tax has been
paid.

     3.   Voting Rights.

          (a) The holders of Brink's Stock, BAX Stock and Minerals Stock shall
vote together as a single voting group on all matters; provided, however, that,
except as provided below with respect to amending voting rights of Minerals
Stock, the holders of Brink's Stock, BAX Stock or Minerals Stock, as the case
may be, voting separately as a separate voting group, shall be entitled to
approve by the vote of a majority of the shares of Brink's Stock, BAX Stock or
Minerals Stock, as the case may be, then outstanding any proposed amendment to
these Restated Articles of Incorporation to the extent prescribed by Section
13.1-708 of the Virginia Stock Corporation Act. Each holder of Brink's Stock
shall be entitled to one vote, in person or by proxy, for each share of Brink's
Stock standing in his or her name on the stock transfer books of the
Corporation. Except as otherwise provided below and subject to the provisions of
Section 5, each holder of BAX Stock and each holder of Minerals Stock shall be
entitled to one vote and 0.626 votes, respectively, in person or by proxy, for
each share of BAX Stock or Minerals Stock, respectively, standing in his or her
name on the stock transfer books of the Corporation from the Effective Date to
and including December 31, 1997. On January 1, 1998, and on each January 1 every
two years thereafter, the number of votes to which the holder of each share of
BAX Stock and the holder of each share of Minerals Stock shall be entitled shall
be adjusted and fixed for two-year periods to equal the quotient of (x) the
Aggregate Market Capitalization of BAX Stock or Minerals Stock,


<PAGE>
<PAGE>

respectively, on each such date and (y) the Aggregate Market Capitalization of
the Corporation on each such date, divided by the number of shares of BAX Stock
or Minerals Stock, respectively, outstanding on each such date with the
resulting number multiplied by the number determined by dividing the number of
shares of Brink's Stock outstanding on each such date by the quotient of (i) the
Aggregate Market Capitalization of Brink's Stock on each such date and (ii) the
Aggregate Market Capitalization of the Corporation on each such date. Any
proposed amendment to these Restated Articles of Incorporation that would affect
or otherwise adjust the voting rights of the holders of Minerals Stock shall be
approved in a vote of holders of Minerals Stock, voting as a separate voting
group, by the greater of: (i) the affirmative vote of two-thirds of all votes
cast on the amendment by the holders of Minerals Stock entitled to vote on such
amendment and present or represented at a meeting at which a quorum of Minerals
Stock exists; or (ii) the affirmative vote of a majority of the then outstanding
votes of Minerals Stock. The Board of Directors shall take such action to
implement such changes in the voting rights of BAX Stock or Minerals Stock as
may be required pursuant to this Section 3(a).

          (b) Unless the Board of Directors conditions its submission of a
particular matter on receipt of a greater vote or on any other basis permitted
by applicable law, the vote of the holders of a majority of the outstanding
shares of Brink's Stock, BAX Stock and Minerals Stock, voting together as a
single voting group, is required for approval of any of the following that by
applicable law are required to be submitted to shareholders for their approval:
(i) any amendment or restatement of these Articles of Incorporation, except as
otherwise provided in Section 3(a) or prescribed by Section 13.1-708 of the
Virginia Stock Corporation Act; (ii) a plan of merger; (iii) a plan of share
exchange, except as otherwise provided in Section 2; (iv) the sale, lease,
exchange or other disposition of all or substantially all the property of the
Corporation otherwise than in the usual and regular course of its business; or
(v) a proposal to dissolve the Corporation. The foregoing provisions shall not
be construed to alter or modify in any respect the voting requirements
prescribed by the Virginia Stock Corporation Act which would in the absence of
such provisions be applicable to approval of any affiliated transaction (as
defined in said Act) or any amendment of the Restated Articles of Incorporation
of the Corporation relating to the vote required for approval of any affiliated
transaction.


<PAGE>
<PAGE>

     4. Liquidation Rights. Subject to the provisions of Section 5, in the event
of the dissolution, liquidation or winding up of the Corporation, whether
voluntary or involuntary, after there shall have been paid or set apart for the
holders of Preferred Stock the full preferential amounts to which they are
entitled, (a) the holders of Brink's Stock shall be entitled to receive, on a
per share basis in proportion to the total number of then outstanding shares of
Brink's Stock to the Total Liquidation Shares, (b) the holders of BAX Stock
shall be entitled to receive, on a per share basis in proportion to the total
number of then outstanding shares of BAX Stock to the Total Liquidation Shares
and (c) the holders of Minerals Stock shall be entitled to receive, on a per
share basis in proportion to the then outstanding shares of Minerals Stock
increased by the Nominal Shares to the Total Liquidation Shares, in each case
determined as of the fifth Business Day prior to the date of the public
announcement of (i) a voluntary dissolution, liquidation or winding up of the
Corporation or (ii) the institution of a proceeding for the involuntary
dissolution, liquidation or winding up of the Corporation, the funds of the
Corporation remaining for distribution to its common shareholders.

     5. Subdivision or Combination. If the Corporation shall in any manner
subdivide (by stock split, stock dividend or otherwise) or combine (by reverse
stock split or otherwise) the outstanding shares of any of Brink's Stock, BAX
Stock or Minerals Stock, the voting and liquidation rights of BAX Stock and
Minerals Stock relative to Brink's Stock shall be appropriately adjusted so as
to avoid any dilution in the aggregate voting or liquidation rights of any
class.

     6. Definitions. As used in this Division I, the following terms shall have
the following meanings (with each term defined in the singular having the
comparable meaning when used in the plural and vice versa), unless another
definition is provided or the context otherwise requires:

     "Aggregate Market Capitalization" shall mean, with respect to the Company
or any class of Common Stock as of any date of determination, the product of (i)
the Fair Market Value of all classes of Common Stock or any such class, as the
case may be, as of such date and (ii) the number of shares of all such classes
of Common Stock or of any such class, as the case may be, issued and outstanding
as of such date.

     "Available Minerals Dividend Amount", on any date, shall mean the greatest
of (a) an amount equal to (i) $50 million,


<PAGE>
<PAGE>

increased or decreased, as appropriate, to reflect (A) Minerals Net Income from
the close of business on June 30, 1993, (B) any dividends or other distributions
declared or paid with respect to, or repurchases or issuances of, any shares of
Minerals Stock or any shares of Preferred Stock attributed to Pittston Minerals
Group and (C) any other adjustments to shareholders' equity of Pittston Minerals
Group made in accordance with generally accepted accounting principles, less
(ii) the aggregate stated capital of any outstanding shares of Preferred Stock
attributed to Pittston Minerals Group; (b) in the discretion of the Board of
Directors, the excess of the fair value of the net assets of Pittston Minerals
Group, as determined by the Board of Directors on a basis corresponding to one
of those set forth in Section 13.1-643 of the Virginia Stock Corporation Act
with respect to a single corporation, over the aggregate stated capital of any
outstanding shares of Preferred Stock attributed to Pittston Minerals Group; or
(c) an amount equal to Minerals Net Income (if positive) for the fiscal year in
which the dividend is declared and/or the preceding fiscal year.

     "Business Day" shall mean each weekday other than any day on which Brink's
Stock, BAX Stock or Minerals Stock is not traded on any national securities
exchange or the National Association of Securities Dealers Automated Quotations
System or in the over-the-counter market.

     "Convertible Securities" shall mean any securities of the Corporation that
are convertible into or evidence the right to purchase any shares of Brink's
Stock, BAX Stock or Minerals Stock, pursuant to antidilution provisions of such
securities or otherwise.

     "Disposition" shall mean the sale, transfer, assignment or other
disposition (whether by merger, consolidation, sale or contribution of assets or
stock or otherwise) of properties or assets.


<PAGE>
<PAGE>

     "Effective Date" shall mean the close of business on the date on which the
State Corporation Commission of Virginia issues a certificate of amendment
relating to these Articles of Amendment to the Restated Articles of
Incorporation.

     "Exchange Date" shall mean any date fixed for an exchange of shares of BAX
Stock or Minerals Stock, as the case may be, as set forth in a notice to holders
of BAX Stock or Minerals Stock, respectively, pursuant to Section 2(e)(i).

     "Fair Market Value" of shares of any class of Common Stock on any date
means the average of the daily closing prices thereof for the 10 consecutive
Business Days commencing on the 30th Business Day prior to the date in question.
The closing price for each Business Day shall be (i) if such shares are listed
or admitted to trading on a national securities exchange, the closing price on
the New York Stock Exchange Composite Tape (or any successor composite tape
reporting transactions on national securities exchanges) or, if such New York
Stock Exchange Composite Tape shall not be in use or shall not report
transactions in such shares, the last reported sales price regular way on the
principal national securities exchange on which such shares are listed or
admitted to trading (which shall be the national securities exchange on which
the greatest number of shares of stock has been traded during such 10
consecutive Business Days), or, if there is no transaction on any such Business
Day in any such situation, the mean of the bid and asked prices on such Business
Day, or (ii) if such shares are not listed or admitted to trading on any such
exchange, the closing price, if reported, or, if the closing price is not
reported, the average of the closing bid and asked prices as reported by the
National Association of Securities Dealers Automated Quotations System or a
similar source selected from time to time by the Corporation for this purpose.
In the event such closing prices are unavailable, the Fair Market Value of such
shares shall be determined by the Board.

     "Minerals Net Income" shall mean the net income or loss of Pittston
Minerals Group determined in accordance with generally accepted accounting
principles, including income and expenses of the Corporation attributed to the
operations of Pittston Minerals Group on a substantially consistent basis,
including, without limitation, corporate administrative costs, net interest and
other financial costs and income taxes.

     "Nominal Shares" shall mean 4,202,954 shares of Minerals


<PAGE>
<PAGE>

Stock which has been used to establish the initial liquidation percentages among
each class of Common Stock as of the Effective Date.

     "Pittston Brink's Group" shall mean, at any time all the businesses in
which the Corporation is or has been engaged, directly or indirectly, and all
assets and liabilities of the Corporation, other than any businesses, assets or
liabilities constituting Pittston BAX Group or Pittston Minerals Group.
"Pittston BAX Group" shall mean, at any time, (a) all the businesses in which
Burlington Air Express Inc. and its subsidiaries (or any of their predecessors)
are or have been engaged, directly or indirectly, (b) all assets and liabilities
of the Corporation to the extent attributed to any of such businesses, whether
or not such assets or liabilities are or were assets and liabilities of such
businesses, and (c) such businesses, assets, and liabilities acquired by the
Corporation for Pittston BAX Group after the Effective Date and determined by
the Board of Directors to be included in Pittston BAX Group. "Pittston Minerals
Group" shall mean, at any time, (a) all the businesses in which Pittston Coal
Company and its subsidiaries (or any of their predecessors) are or have been
engaged, directly or indirectly, (b) all the businesses in which Pittston
Mineral Ventures Company and its subsidiaries (or any of their predecessors) are
or have been engaged, directly or indirectly, (c) all assets and liabilities of
the Corporation to the extent attributed to any of such businesses, whether or
not such assets or liabilities are or were assets and liabilities of such
businesses, and (d) such businesses, assets, and liabilities acquired by the
Corporation for Pittston Minerals Group after the Effective Date and determined
by the Board of Directors to be included in Pittston Minerals Group.

     "Total Liquidation Shares" shall mean, as of any date, the total number of
outstanding shares of Brink's Stock, BAX Stock and Minerals Stock on such date,
plus the Nominal Shares.

     7. Determinations by the Board of Directors. Any determinations made by the
Board of Directors of the Corporation or any committee of the Board, a majority
of which are "disinterested directors", under any provision in this Division I
of Article III shall be final and binding on all shareholders of the
Corporation. For this purpose, any director who is not an employee of or a
consultant to the Corporation and who is not, directly or indirectly, the
beneficial owner of 1 percent or more of the outstanding shares of Common Stock
shall be considered


<PAGE>
<PAGE>

"disinterested", even though such director may beneficially own a greater amount
of one class of Common Stock than of the other class of Common Stock.

                                   DIVISION II

     Subject to applicable laws and to this Article III, the Board of Directors
of the Corporation may determine the preferences, limitations and relative
rights of the Preferred Stock and of any series of such Preferred Stock. Such
determination may include, without limitation, provisions with respect to voting
rights (including rights with respect to any transaction of a specified nature),
redemption, convertibility, distribution and preference on dissolution or
otherwise.

     Terms of the Preferred Stock are as follows:

     A.   Series A Participating Cumulative Preferred Stock

     1. Designation and Number of Shares. The shares of such series shall be
designated as "Series A Participating Cumulative Preferred Stock" (the "Series A
Preferred Stock"). The number of shares initially constituting the Series A
Preferred Stock shall be 50,000; provided, however, that if more than a total of
50,000 shares of Series A Preferred Stock shall be issuable upon the exercise of
Pittston Brink's Group Rights issued pursuant to the Amended and Restated Rights
Agreement dated as of January 19, 1996, between the Corporation and Chemical
Bank, as Rights Agent (the "Rights Agreement"), the Board of Directors of the
Corporation, pursuant to Section 13.1-639 of the Virginia Stock Corporation Act,
shall direct by resolution or resolutions that articles of amendment to these
Articles of Incorporation be properly executed, acknowledged, filed and
recorded, in accordance with the provisions of Section 13.1-604 thereof,
providing for the total number of shares of Series A Preferred Stock authorized
to be issued to be increased (to the extent that the Articles of Incorporation
then permit) to the largest number of whole shares (rounded up to the nearest
whole number) issuable upon exercise of such Rights.

     2.   Dividends or Distributions.

          (a) Subject to the prior and superior rights of the holders of shares
of any other series of Preferred Stock or other class of capital stock not by
its terms ranking on a parity with, or junior to, the shares of Series A


<PAGE>
<PAGE>

Preferred Stock with respect to dividends, the holders of shares of the Series A
Preferred Stock shall be entitled to receive, when and as declared by the Board
of Directors, out of the assets of the Corporation legally available therefor,
(1) quarterly dividends payable in cash on the first day of March, June,
September and December in each year (each such date being referred to herein as
a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or a fraction of a share of
Series A Preferred Stock, of $10.00 per whole share (rounded to the nearest
cent) less the amount of all cash dividends declared on the Series A Preferred
Stock pursuant to the following clause (2) since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a share of
Series A Preferred Stock, and (2) dividends payable in cash on the payment date
for each cash dividend declared on Brink's Stock in an amount per whole share
(rounded to the nearest cent) equal to the Brink's Formula Number (as defined
below) then in effect times the cash dividends then to be paid on each share of
Brink's Stock. In addition, if the Corporation shall pay any dividend or make
any distribution on Brink's Stock payable in assets, securities or other forms
of noncash consideration (other than dividends or distributions solely in shares
of Brink's Stock), then, in each such case, the Corporation shall simultaneously
pay or make on each outstanding share of Series A Preferred Stock a dividend or
distribution in like kind of the Brink's Formula Number then in effect times
such dividend or distribution on each share of Brink's Stock. As used herein,
the "Brink's Formula Number" shall be 1,000; provided, however, that if at any
time after January 19, 1996, the Corporation shall (x) declare or pay any
dividend on Brink's Stock payable in shares of Brink's Stock or make any
distribution on Brink's Stock in shares of Brink's Stock, (y) subdivide (by a
stock split or otherwise) the outstanding shares of Brink's Stock into a larger
number of shares of Brink's Stock or (z) combine (by a reverse stock split or
otherwise) the outstanding shares of Brink's Stock into a smaller number of
shares of Brink's Stock, then in each such event the Brink's Formula Number
shall be adjusted to a number determined by multiplying the Brink's Formula
Number in effect immediately prior to such event by a fraction, the numerator
of which is the number of shares of Brink's Stock that are outstanding
immediately after such event and the denominator of which is the number of
shares of Brink's Stock that are outstanding immediately prior to such event
(and rounding the result to the nearest whole number); and provided further
that if at any time after January 19, 1996, the Corporation shall issue any
shares of its capital stock in a


<PAGE>
<PAGE>

reclassification or change of the outstanding shares of Brink's Stock (including
any such reclassification or change in connection with a merger in which the
Corporation is the surviving corporation), then in each such event the Brink's
Formula Number shall be appropriately adjusted to reflect such reclassification
or change.

          (b) The Corporation shall declare a dividend or distribution on the
Series A Preferred Stock as provided in Section 2(a) above immediately prior to
or at the same time it declares a dividend or distribution on Brink's Stock
(other than a dividend or distribution solely in shares of Brink's Stock);
provided, however, that, in the event no dividend or distribution (other than a
dividend or distribution in shares of Brink's Stock) shall have been declared on
Brink's Stock during the period between any Quarterly Dividend Payment Date and
the next subsequent Quarterly Dividend Payment Date, a dividend of $2.00 per
share on the Series A Preferred Stock shall nevertheless be payable on such
subsequent Quarterly Dividend Payment Date. The Board of Directors may fix a
record date for the determination of holders of shares of Series A Preferred
Stock entitled to receive a dividend or distribution declared thereon, which
record date shall be the same as the record date for any corresponding dividend
or distribution on Brink's Stock.

          (c) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from and after the Quarterly Dividend Payment
Date next preceding the date of original issue of such shares of Series A
Preferred Stock; provided, however, that dividends on such shares which are
originally issued after the record date for the determination of holders of
shares of Series A Preferred Stock entitled to receive a quarterly dividend and
on or prior to the next succeeding Quarterly Dividend Payment Date shall begin
to accrue and be cumulative from and after such Quarterly Dividend Payment Date.
Accrued but unpaid dividends shall not bear interest. Dividends paid on the
shares of Series A Preferred Stock in an amount less than the total amount of
such dividends at the time accrued and payable on such shares shall be allocated
pro rata on a share-by-share basis among all such shares at the time
outstanding.

          (d) So long as any shares of the Series A Preferred Stock are
outstanding, no dividends or other distributions shall be declared, paid or
distributed, or set aside for payment or distribution, on Brink's Stock unless,
in each case, the dividend


<PAGE>
<PAGE>

required by this Section 2 to be declared on the Series A Preferred Stock shall
have been declared.

          (e) The holders of the shares of Series A Preferred Stock shall not be
entitled to receive any dividends or other distributions except as provided
herein.

     3. Voting Rights. The holders of shares of Series A Preferred Stock shall
have the following voting rights:

          (a) Each holder of Series A Preferred Stock shall be entitled to a
number of votes equal to the product of (1) the Brink's Formula Number then in
effect for each share of Series A Preferred Stock held of record on each matter
on which holders of Brink's Stock are entitled to vote times (2) the maximum
number of votes per share which the holders of Brink's Stock then have with
respect to such matter.

          (b) Except as otherwise provided herein or by applicable law, the
holders of shares of Series A Preferred Stock, the holders of shares of Brink's
Stock and the holders of any other class of capital stock entitled to vote in
the election of directors shall vote together as one class for the election of
directors of the Corporation. In addition, the holders of Series A Preferred
Stock and the holders of Brink's Stock shall vote together as one class on all
other matters submitted to a vote of holders of Brink's Stock.

          (c) If at the time of any annual meeting of shareholders for the
election of directors, the equivalent of six quarterly dividends (whether or not
consecutive) payable on any share or shares of Series A Preferred Stock are in
default, the number of directors constituting the Board of Directors of the
Corporation shall be increased by two. In addition to voting together with other
holders of capital stock as set forth in Section 3(a) for the election of other
directors of the Corporation, the holders of record of the Series A Preferred
Stock, voting separately as a class to the exclusion of such other holders,
shall be entitled at said meeting of shareholders (and at each subsequent annual
meeting of shareholders), unless all dividends in arrears have been paid or
declared and set apart for payment prior thereto, to vote for the election of
two directors of the Corporation, the holders of any Series A Preferred Stock
being entitled to cast a number of votes per share of Series A Preferred Stock
equal to the Brink's Formula Number. Until the default in payments of all
dividends which


<PAGE>
<PAGE>

permitted the election of said directors shall cease to exist any director who
shall have been so elected pursuant to the next preceding sentence may be
removed at any time, either with or without cause, only by the affirmative vote
of the holders of the shares at the time entitled to cast a majority of the
votes entitled to be cast for the election of any such director at a special
meeting of such holders called for that purpose, and any vacancy thereby created
may be filled by the vote of such holders. If and when such default shall cease
to exist, the holders of the Series A Preferred Stock shall be divested of the
foregoing special voting rights, subject to revesting in the event of each and
every subsequent like default in payments of dividends. Upon the termination of
the foregoing special voting rights, the terms of office of all persons who may
have been elected directors pursuant to said special voting rights shall
forthwith terminate, and the number of directors constituting the Board of
Directors shall be reduced by two. The voting rights granted by this Section
3(c) shall be in addition to any other voting rights granted to the holders of
the Series A Preferred Stock in this Section 3.

          (d) Except as provided herein, in Section 11 or by applicable law,
holders of Series A Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled to
vote with holders of Brink's Stock as set forth herein) for authorizing or
taking any corporate action.

     4.   Certain Restrictions.

          (a) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Series A Preferred Stock outstanding shall have
been paid in full, the Corporation shall not:

               (i) declare or pay dividends on, make any other distributions on,
or redeem or purchase or otherwise acquire for consideration any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Preferred Stock;

               (ii) declare or pay dividends on or make any other distributions
on any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up)


<PAGE>
<PAGE>

with the Series A Preferred Stock, except dividends paid ratably on the Series A
Preferred Stock and all such parity stock on which dividends are payable or in
arrears in proportion to the total amounts to which the holders of all such
shares are then entitled;

               (iii) redeem or purchase or otherwise acquire for consideration
shares of any stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock;
provided that the Corporation may at any time redeem, purchase or otherwise
acquire shares of any such parity stock in exchange for shares of any stock of
the Corporation ranking junior (either as to dividends or upon dissolution,
liquidation or winding up) to the Series A Preferred Stock; or

               (iv) purchase or otherwise acquire for consideration any shares
of Series A Preferred Stock, or any shares of stock ranking on a parity with the
Series A Preferred Stock, except in accordance with a purchase offer made in
writing or by publication (as determined by the Board of Directors) to all
holders of such shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative rights
and preferences of the respective series and classes, shall determine in good
faith will result in fair and equitable treatment among the respective series or
classes.

          (b) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under subparagraph (a) of this Section
4, purchase or otherwise acquire such shares at such time and in such manner.

     5. Liquidation Rights. Upon the liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, no distribution shall be made
(a) to the holders of shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution, or winding up) to the Series A Preferred Stock
unless, prior thereto, the holders of shares of Series A Preferred Stock shall
have received an amount equal to the accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment,
plus an amount equal to the greater of (i) $26.67 per share or (ii) an aggregate
amount per share equal to the Brink's Formula Number


<PAGE>
<PAGE>

then in effect times the aggregate amount to be distributed per share to holders
of Brink's Stock, or (b) to the holders of stock ranking on a parity (either as
to dividends or upon liquidation, dissolution or winding up) with the Series A
Preferred Stock, except distributions made ratably on the Series A Preferred
Stock and all other such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up.

     6. Consolidation, Merger, etc. In case the Corporation shall enter into any
consolidation, merger, combination, statutory share exchange or other
transaction in which the shares of Brink's Stock are exchanged for or changed
into other stock or securities, cash or any other property, then in any such
case the then outstanding shares of Series A Preferred Stock shall at the same
time be similarly exchanged or changed in an amount per share equal to the
Brink's Formula Number then in effect times the aggregate amount of stock,
securities, cash or other property (payable in kind), as the case may be, into
which or for which each share of Brink's Stock is exchanged or changed.

     7. Redemption; No Sinking Fund. (a) The outstanding shares of Series A
Preferred Stock may be redeemed at the option of the Board of Directors as a
whole, but not in part, at any time at which, in the good faith determination of
the Board of Directors, no person beneficially owns more than 10 percent of the
aggregate voting power represented by all the outstanding shares of capital
stock of the Corporation generally entitled to vote in the election of Directors
of the Corporation, at a cash price per share equal to (i) 125 percent of the
product of the Brink's Formula Number times the Brink's Stock Market Value (as
such term is hereinafter defined), plus (ii) all dividends which on the
redemption date have accrued on the shares to be redeemed and have not been paid
or declared and a sum sufficient for the payment thereof set apart, without
interest. The "Brink's Stock Market Value" on any date shall be deemed to be the
average of the daily closing prices, per share, of Brink's Stock for the 30
consecutive Trading Days immediately prior to the date in question. The closing
price for each Trading Day shall be the last sale price, regular way, or, in
case no such sale takes place on such Trading Day, the average of the closing
bid and asked prices, regular way, in either case as reported in the principal
consolidated transaction reporting system if Brink's Stock is listed or admitted
to trading on a national securities exchange or, if Brink's Stock is not listed
or admitted to trading on any national securities exchange, the last


<PAGE>
<PAGE>

quoted price or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by the National Association
of Securities Dealers, Inc. Automated Quotations System or such other system
then in use, or, if on any such Trading Day Brink's Stock is not quoted by any
such organization, the average of the closing bid and asked prices as furnished
by a professional market maker making a market in Brink's Stock selected by the
Board of Directors of the Corporation. If on any such Trading Day no market
maker is making a market in Brink's Stock, the fair value of Brink's Stock on
such Trading Day shall mean the fair value of Brink's Stock as determined in
good faith by the Board of Directors of the Corporation. "Trading Day" shall
mean a day on which the principal national securities exchange on which Brink's
Stock is listed or admitted to trading is open for the transaction of business
or, if Brink's Stock is not listed or admitted to trading on any national
securities exchange, a Monday, Tuesday, Wednesday, Thursday or Friday which is
not a day on which banking institutions in the Borough of Manhattan, the City of
New York, are authorized or obligated by law or executive order to close.

          (b) The shares of Series A Preferred Stock shall not be subject to or
entitled to the operation of a retirement or sinking fund.

     8. Ranking. The Series A Preferred Stock shall rank senior to Brink's
Stock, Minerals Stock and BAX Stock, on a parity with the Corporation's Series B
Participating Cumulative Preferred Stock, par value $10 per share, and the
Corporation's Series D Participating Cumulative Preferred Stock, par value $10
per share, and junior to all other series of Preferred Stock of the Corporation,
unless the Board of Directors shall specifically determine otherwise in fixing
the powers, preferences and relative, participating, optional and other special
rights of the shares of such series and the qualifications, limitations and
restrictions thereof.

     9. Fractional Shares. The Series A Preferred Stock shall be issuable upon
exercise of Pittston Brink's Group rights issued pursuant to the Rights
Agreement in whole shares or in any fraction of a share that is not smaller than
one one-thousandth (1/1000th) of a share or any integral multiple of such
fraction. At the election of the Corporation, prior to the first issuance of a
share or a fraction of a share of Series A Preferred Stock, either (1)
certificates may be issued to evidence such authorized fraction of a share of
Series A Preferred Stock, or (2) any such


<PAGE>
<PAGE>

authorized fraction of a share of Series A Preferred Stock may be evidenced by
depositary receipts pursuant to an appropriate agreement between the Corporation
and a depositary selected by the Corporation; provided that such agreement shall
provide that the holders of such depositary receipts shall have all the rights,
privileges and preferences to which they are entitled as beneficial owners of
the Series A Preferred Stock.

     10. Reacquired Shares. Any shares of Series A Preferred Stock purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired
and canceled promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued shares of Preferred Stock,
without designation as to series until such shares are once more designated as
part of a particular series by the Board of Directors pursuant to the provisions
of the first paragraph of Division II of Article III.

     11. Amendment. None of the powers, preferences and relative, participating,
optional and other special rights of the Series A Preferred Stock as provided
herein shall be amended in any manner which would alter or change the powers,
preferences, rights or privileges of the holders of Series A Preferred Stock so
as to affect them adversely without the affirmative vote of the holders of more
than 66-2/3 percent of the outstanding shares of Series A Preferred Stock,
voting as a separate class.

     B.   Series B Participating Cumulative Preferred Stock

     1. Designation and Number of Shares. The shares of such series shall be
designated as "Series B Participating Cumulative Preferred Stock" (the "Series B
Preferred Stock"). The number of shares initially constituting the Series B
Preferred Stock shall be 20,000; provided, however, that if more than a total of
20,000 shares of Series B Preferred Stock shall be issuable upon the exercise of
Pittston Minerals Group Rights issued pursuant to the Amended and Restated
Rights Agreement dated as of January 19, 1996, between the Corporation and
Chemical Bank, as Rights Agent (the "Rights Agreement"), the Board of Directors
of the Corporation, pursuant to Section 13.1-639 of the Virginia Stock
Corporation Act, shall direct by resolution or resolutions that articles of
amendment to these Articles of Incorporation be properly executed, acknowledged,
filed and recorded, in accordance with the provisions of Section 13.1-604
thereof, providing for the total number of shares of


<PAGE>
<PAGE>

Series B Preferred Stock authorized to be issued to be increased (to the extent
that the Articles of Incorporation then permit) to the largest number of whole
shares (rounded up to the nearest whole number) issuable upon exercise of such
Rights.

     2.   Dividends or Distributions.

          (a) Subject to the prior and superior rights of the holders of shares
of any other series of Preferred Stock or other class of capital stock not by
its terms ranking on a parity with, or junior to, the shares of Series B
Preferred Stock with respect to dividends, the holders of shares of the Series B
Preferred Stock shall be entitled to receive, when and as declared by the Board
of Directors, out of the assets of the Corporation legally available therefor,
(1) quarterly dividends payable in cash on the first day of March, June,
September and December in each year (each such date being referred to herein as
a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or a fraction of a share of
Series B Preferred Stock, of $10.00 per whole share (rounded to the nearest
cent) less the amount of all cash dividends declared on the Series B Preferred
Stock pursuant to the following clause (2) since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a share of
Series B Preferred Stock, and (2) dividends payable in cash on the payment date
for each cash dividend declared on Minerals Stock in an amount per whole share
(rounded to the nearest cent) equal to the Minerals Formula Number (as defined
below) then in effect times the cash dividends then to be paid on each share of
Minerals Stock. In addition, if the Corporation shall pay any dividend or make
any distribution on Minerals Stock payable in assets, securities or other forms
of noncash consideration (other than dividends or distributions solely in shares
of Minerals Stock), then, in each such case, the Corporation shall
simultaneously pay or make on each outstanding share of Series B Preferred Stock
a dividend or distribution in like kind of the Minerals Formula Number then in
effect times such dividend or distribution on each share of Minerals Stock. As
used herein, the "Minerals Formula Number" shall be 1,000; provided, however,
that if at any time after July 26, 1993, the Corporation shall (x) declare or
pay any dividend on Minerals Stock payable in shares of Minerals Stock or make
any distribution on Minerals Stock in shares of Minerals Stock, (y) subdivide
(by a stock split or otherwise) the outstanding shares of Minerals Stock into a
larger number of shares of Minerals


<PAGE>
<PAGE>

Stock or (z) combine (by a reverse stock split or otherwise) the outstanding
shares of Minerals Stock into a smaller number of shares of Minerals Stock, then
in each such event the Minerals Formula Number shall be adjusted to a number
determined by multiplying the Minerals Formula Number in effect immediately
prior to such event by a fraction, the numerator of which is the number of
shares of Minerals Stock that are outstanding immediately after such event and
the denominator of which is the number of shares of Minerals Stock that are
outstanding immediately prior to such event (and rounding the result to the
nearest whole number); and provided further, that if at any time after July 26,
1993, the Corporation shall issue any shares of its capital stock in a
reclassification or change of the outstanding shares of Minerals Stock
(including any such reclassification or change in connection with a merger in
which the Corporation is the surviving corporation), then in each such event the
Minerals Formula Number shall be appropriately adjusted to reflect such
reclassification or change.

          (b) The Corporation shall declare a dividend or distribution on the
Series B Preferred Stock as provided in Section 2(a) above immediately prior to
or at the same time it declares a dividend or distribution on Minerals Stock
(other than a dividend or distribution solely in shares of Minerals Stock);
provided, however, that in the event no dividend or distribution (other than a
dividend or distribution in shares of Minerals Stock) shall have been declared
on Minerals Stock during the period between any Quarterly Dividend Payment Date
and the next subsequent Quarterly Dividend Payment Date, a dividend of $2.00 per
share on the Series B Preferred Stock shall nevertheless be payable on such
subsequent Quarterly Dividend Payment Date. The Board of Directors may fix a
record date for the determination of holders of shares of Series B Preferred
Stock entitled to receive a dividend or distribution declared thereon, which
record date shall be the same as the record date for any corresponding dividend
or distribution on Minerals Stock.

          (c) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series B Preferred Stock from and after the Quarterly Dividend Payment
Date next preceding the date of original issue of such shares of Series B
Preferred Stock; provided, however, that dividends on such shares which are
originally issued after the record date for the determination of holders of
shares of Series B Preferred Stock entitled to receive a quarterly dividend and
on or prior to the next succeeding Quarterly Dividend Payment Date shall begin
to accrue and be


<PAGE>
<PAGE>

cumulative from and after such Quarterly Dividend Payment Date. Accrued but
unpaid dividends shall not bear interest. Dividends paid on the shares of Series
B Preferred Stock in an amount less than the total amount of such dividends at
the time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding.

          (d) So long as any shares of the Series B Preferred Stock are
outstanding, no dividends or other distributions shall be declared, paid or
distributed, or set aside for payment or distribution, on Minerals Stock unless,
in each case, the dividend required by this Section 2 to be declared on the
Series B Preferred Stock shall have been declared.

          (e) The holders of the shares of Series B Preferred Stock shall not be
entitled to receive any dividends or other distributions except as provided
herein.

     3. Voting Rights. The holders of shares of Series B Preferred Stock shall
have the following voting rights:

          (a) Each holder of Series B Preferred Stock shall be entitled to a
number of votes equal to the product of (1) the Minerals Formula Number then in
effect for each share of Series B Preferred Stock held of record on each matter
on which holders of Minerals Stock are entitled to vote times (2) the maximum
number of votes per share which the holders of Minerals Stock then have with
respect to such matter.

          (b) Except as otherwise provided herein or by applicable law, the
holders of shares of Series B Preferred Stock, the holders of shares of Minerals
Stock and the holders of any other class of capital stock entitled to vote in
the election of directors shall vote together as one class for the election of
directors of the Corporation. In addition, the holders of Series B Preferred
Stock and the holders of Minerals Stock shall vote together as one class on all
other matters submitted to a vote of holders of Minerals Stock.

          (c) If at the time of any annual meeting of shareholders for the
election of directors, the equivalent of six quarterly dividends (whether or not
consecutive) payable on any share or shares of Series B Preferred Stock are in
default, the number of directors constituting the Board of Directors of the
Corporation shall be increased by two. In addition to voting


<PAGE>
<PAGE>

together with other holders of capital stock as set forth in Section 3(a) for
the election of other directors of the Corporation, the holders of record of the
Series B Preferred Stock, voting separately as a class to the exclusion of such
other holders, shall be entitled at said meeting of shareholders (and at each
subsequent annual meeting of shareholders), unless all dividends in arrears have
been paid or declared and set apart for payment prior thereto, to vote for the
election of two directors of the Corporation, the holders of any Series B
Preferred Stock being entitled to cast a number of votes per share of Series B
Preferred Stock equal to the Minerals Formula Number. Until the default in
payments of all dividends which permitted the election of said directors shall
cease to exist any director who shall have been so elected pursuant to the next
preceding sentence may be removed at any time, either with or without cause,
only the affirmative vote of the holders of the shares at the time entitled to
cast a majority of the votes entitled to be cast for the election of any such
director at a special meeting of such holders called for that purpose, and any
vacancy thereby created may be filled by the vote of such holders. If and when
such default shall cease to exist, the holders of the Series B Preferred Stock
shall be divested of the foregoing special voting rights, subject to revesting
in the event of each and every subsequent like default in payments of dividends.
Upon the termination of the foregoing special voting rights, the terms of office
of all persons who may have been elected directors pursuant to said special
voting rights shall forthwith terminate, and the number of directors
constituting the Board of Directors shall be reduced by two. The voting rights
granted by this Section 3(c) shall be in addition to any other voting rights
granted to the holders of the Series B Preferred Stock in this Section 3.

          (d) Except as provided herein, in Section 11 or by applicable law,
holders of Series B Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled to
vote with holders of Mineral Stock as set forth herein) for authorizing or
taking any corporate action.

     4.   Certain Restrictions.

          (a) Whenever quarterly dividends or other dividends or distributions
payable on the Series B Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on 


<PAGE>
<PAGE>

shares of Series B Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:

               (i) declare or pay dividends on, make any other distributions on,
or redeem or purchase or otherwise acquire for consideration any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series B Preferred Stock;

               (ii) declare or pay dividends on or make any other distributions
on any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series B Preferred Stock,
except dividends paid ratably on the Series B Preferred Stock and all such
parity stock on which dividends are payable or in arrears in proportion to the
total amounts to which the holders of all such shares are then entitled;

               (iii) redeem or purchase or otherwise acquire for consideration
shares of any stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series B Preferred Stock;
provided that the Corporation may at any time redeem, purchase or otherwise
acquire shares of the Corporation ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the Series B Preferred Stock; or

               (iv) purchase or otherwise acquire for consideration any shares
of Series B Preferred Stock, or any shares of stock ranking on a parity with the
Series B Preferred Stock, except in accordance with a purchase offer made in
writing or by publication (as determined by the Board of Directors) to all
holders of such shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative rights
and preferences of the respective series and classes, shall determine in good
faith will result in fair and equitable treatment among the respective series or
classes.

          (b) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under subparagraph (a) of this Section
4, purchase or otherwise acquire such shares at such time and in such manner.


<PAGE>
<PAGE>

     5. Liquidation Rights. Upon the liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, no distribution shall be made
(a) to the holders of shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution, or winding up) to the Series B Preferred Stock
unless, prior thereto, the holders of shares of Series B Preferred Stock shall
have received an amount equal to the accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment,
plus an amount equal to the greater of (i) $40 per share or (ii) an aggregate
amount per share equal to the Minerals Formula Number then in effect times the
aggregate amount to be distributed per share to holders of Minerals Stock, or
(b) to the holders of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series B Preferred Stock,
except distributions made ratably on the Series B Preferred Stock and all other
such parity stock in proportion to the total amounts to which the holders of all
such shares are entitled upon such liquidation, dissolution or winding up.

     6. Consolidation, Merger, etc. In case the Corporation shall enter into any
consolidation, merger, combination, statutory share exchange or other
transaction in which the shares of Minerals Stock are exchanged for or changed
into other stock or securities, cash or any other property, then in any such
case the then outstanding shares of Series B Preferred Stock shall at the same
time be similarly exchanged or changed in an amount per share equal to the
Minerals Formula Number then in effect times the aggregate amount of stock,
securities, cash or any other property (payable in kind), as the case may be,
into which or for which each share of Minerals Stock is exchanged or changed.

     7.   Redemption; No Sinking Fund.

          (a) The outstanding shares of Series B Preferred Stock may be redeemed
at the option of the Board of Directors as a whole, but not in part, at any time
at which, in the good faith determination of the Board of Directors, no person
beneficially owns more than 10 percent of the aggregate voting power represented
by all the outstanding shares of capital stock of the Corporation generally
entitled to vote in the election of Directors of the Corporation, at a cash
price per share equal to (i) 125 percent of the product of the Minerals Formula
Number times the Minerals Stock Market Value (as such term is hereinafter
defined), plus (ii) all dividends which on the redemption date have accrued on
the shares to be redeemed and


<PAGE>
<PAGE>

have not been paid or declared and a sum sufficient for the payment thereof set
apart, without interest. The "Minerals Stock Market Value" on any date shall be
deemed to be the average of the daily closing prices, per share, of Minerals
Stock for the 30 consecutive Trading Days immediately prior to the date in
question. The closing price for each Trading Day shall be the last sale price,
regular way, or, in case no such sale takes place on such Trading Day, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system if Minerals
Stock is listed or admitted to trading on a national securities exchange, or, if
Minerals Stock is not listed or admitted to trading on any national securities
exchange, the last quoted price or, if not so quoted, the average of the high
bid and low asked prices in the over-the-counter market, as reported by the
National Association of Securities Dealers, Inc. Automated Quotations System or
such other system then in use, or, if on any such Trading Day Minerals Stock is
not quoted by any such organization, the average of the closing bid and asked
prices as furnished by a professional marketmaker making a market in Minerals
Stock selected by the Board of Directors of the Corporation. If on any such
Trading Day no market maker is making a market in Minerals Stock, the fair value
of Minerals Stock on such Trading Day shall mean the fair value of Minerals
Stock as determined in good faith by the Board of Directors of the Corporation.
"Trading Day" shall mean a day on which the principal national securities
exchange on which Minerals Stock is listed or admitted to trading is open for
the transaction of business or, if Minerals Stock is not listed or admitted to
trading on any national securities exchange, a Monday, Tuesday, Wednesday,
Thursday or Friday which is not a day on which banking institutions in the
Borough of Manhattan, the City of New York, are authorized or obligated by law
or executive order to close.

          (b) The shares of Series B Preferred Stock shall not be subject to or
entitled to the operation of a retirement or sinking fund.

     8. Ranking. The Series B Preferred Stock shall rank senior to Brink's
Stock, Minerals Stock and BAX Stock, on a parity with the Corporation's Series A
Participating Cumulative Preferred Stock, par value $10 per share, and the
Corporation's Series D Participating Cumulative Preferred Stock, par value $10
per share, and junior to all other series of Preferred Stock of the Corporation,
unless the Board of Directors shall specifically determine otherwise in fixing
the powers, preferences and


<PAGE>
<PAGE>

relative, participating, optional and other special rights of the shares of such
series and the qualifications, limitations and restrictions thereof.

     9. Fractional Shares. The Series B Preferred Stock shall be issuable upon
exercise of Pittston Minerals Group Rights issued pursuant to the Rights
Agreement in whole shares or in any fraction of a share that is not smaller than
one one-thousandth (1/1000th) of a share or any integral multiple of such
fraction. At the election of the Corporation, prior to the first issuance of a
share or a fraction of a share of Series B Preferred Stock, either (1)
certificates may be issued to evidence such authorized fraction of a share of
Series B Preferred Stock, or (2) any such authorized fraction of a share of
Series B Preferred Stock may be evidenced by depositary receipts pursuant to an
appropriate agreement between the Corporation and a depositary selected by the
Corporation; provided that such agreement shall provide that the holders of such
depositary receipts shall have all the rights, privileges and preferences to
which they are entitled as beneficial owners of the Series B Preferred Stock.

     10. Reacquired Shares. Any shares of Series B Preferred Stock purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired
and canceled promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued shares of Preferred Stock,
without designation as to series until such shares are once more designated as
part of a particular series by the Board of Directors pursuant to the provisions
of the first paragraph of Division II of Article III.

     11. Amendment. None of the powers, preferences and relative, participating,
optional and other special rights of the Series B Preferred Stock as provided
herein shall be amended in any manner which would alter or change the powers,
preferences, rights or privileges of the holders of Series B Preferred Stock so
as to affect them adversely without the affirmative vote of the holders of more
than 66-2/3 percent of the outstanding shares of Series B Preferred Stock,
voting as a separate class.

     C.   $31.25 Series C Cumulative Convertible Preferred Stock

     1. Designation and Number of Shares. The shares of such series shall be
designated "$31.25 Series C Cumulative


<PAGE>
<PAGE>

Convertible Preferred Stock" (hereinafter called "this Series"). The number of
shares constituting this Series is 161,000. Shares of this Series shall have a
stated capital of $10.00 per share. The number of authorized shares of this
Series may be reduced by further resolution adopted by the Board of Directors
and by the filing of articles of amendment pursuant to the provisions of the
Virginia Stock Corporation Act stating that such reduction has been so
authorized, but the number of authorized shares of this Series shall not be so
increased.

     2.   Dividends.

          (a) The annual dividend for each share of this Series shall be $31.25.
Such dividends shall be cumulative from the date of original issue of such
shares, and shall be payable, in cash, when, as and if declared by the Board of
Directors, out of funds legally available for such purpose on the first calendar
day of March, June, September and December of each year, commencing March 1,
1994; provided, however, that if any such date is a Saturday, Sunday or legal
holiday, then such dividend shall be payable on the next calendar day which is
not a Saturday, Sunday or legal holiday.

          (b) Each dividend on shares of this Series shall be paid to the
holders of record of such shares as they appear on the stock transfer books of
the Corporation on such record date, not exceeding 70 days preceding the payment
date thereof, as shall be fixed by the Board of Directors. Dividends in arrears
for any past dividend period or any part thereof may be declared and paid at any
time, without reference to any regular dividend payment date, to holders of
record on such date, not exceeding 70 days preceding the payment date thereof,
as may be fixed by the Board of Directors.

          (c) Except as hereinafter provided, no dividends shall be declared or
paid or set apart for payment on the Preferred Stock of any series ranking
substantially equal ("parity") or junior to this Series as to dividends for any
period unless full cumulative dividends have been or contemporaneously are
declared and paid on this Series for all past dividend periods. When dividends
are not paid in full, as aforesaid, upon the shares of this Series, all
dividends declared upon shares of this Series and any other Preferred Stock
ranking on a parity as to dividends with this Series shall be declared pro rata
so that the amount of dividends per share on this Series and such other
Preferred Stock shall in all cases bear to each


<PAGE>
<PAGE>

other the same ratio that accrued dividends per share on this Series and such
other Preferred Stock bear to each other. Holders of shares of this Series shall
not be entitled to any dividends, whether payable in cash, property or stock, in
excess of full cumulative dividends, as herein provided, on this Series. No
interest, or sum of money in lieu of interest, shall be payable in respect of
any dividend payment or payments on this Series which may be in arrears.

          (d) So long as any shares of this Series are outstanding, no dividend
(other than a dividend in Common Stock or in any other stock of the Corporation
ranking junior to this Series as to dividends and upon liquidation and other
than as provided in Section 2(c)) shall be declared or paid or set aside for
payment or other distribution declared or made upon the Common Stock or any
other stock of the Corporation ranking junior to, or on a parity with, this
Series as to dividends or upon liquidation, nor shall any Common Stock nor any
other stock of the Corporation ranking junior to, or on a parity with, this
Series as to dividends or upon liquidation be redeemed, purchased or otherwise
acquired for any consideration (or any moneys be paid to or made available for a
sinking fund for the redemption of any shares of any such stock) by the
Corporation (except by conversion into or exchange for stock of the Corporation
ranking junior to this Series as to dividends and upon liquidation) unless, in
each case, the full cumulative dividends on all outstanding shares of this
Series shall have been paid or contemporaneously are declared and paid for all
past dividend periods.

          (e) Dividends payable on this Series for each full quarterly dividend
period shall be computed by dividing the annual dividend by four. Dividends
payable on this Series for any period shorter or longer than a full quarterly
dividend period, including for the initial dividend period, shall be computed on
the basis of a 360-day year of twelve 30-day months.

     3. Optional Redemption. Except as provided in Section 4, the shares of this
Series shall not be redeemable by the Corporation prior to February 1, 1997. On
and after February 1, 1997, shares of this Series may be redeemed, in whole at
any time or in part from time to time, at the option of the Corporation, out of
funds legally available for such purpose, for cash in an amount equal to the
following Redemption Prices if redeemed during the twelve-month period beginning
February 1 of the year indicated below, upon giving notice as provided in


<PAGE>
<PAGE>

Section 5:

<TABLE>
<CAPTION>
Year                                    Redemption Price
<S>                                       <C>
1997 . . . . . . . . . . . . . . . . . . . .$521.875
1998 . . . . . . . . . . . . . . . . . . . . 518.750
1999 . . . . . . . . . . . . . . . . . . . . 515.625
2000 . . . . . . . . . . . . . . . . . . . . 512.500
2001 . . . . . . . . . . . . . . . . . . . . 509.375
2002 . . . . . . . . . . . . . . . . . . . . 506.250
2003 . . . . . . . . . . . . . . . . . . . . 503.125
2004 and thereafter. . . . . . . . . . . . . 500.000
</TABLE>

plus, in each case, an amount equal to accrued and unpaid dividends thereon to
the date fixed for redemption.

     4.   Mandatory Redemption.

          (a) Acquisition Redemption. If the Acquisition is not consummated on
or prior to March 1, 1994, shares of this Series shall be redeemed by the
Corporation, in whole, out of funds legally available for such purpose, for cash
in an amount equal to the Redemption Price plus an amount equal to accrued and
unpaid dividends thereon to the date fixed for redemption (such a redemption is
hereinafter referred to as an "Acquisition Redemption"). The Redemption Date of
shares of this Series pursuant to this Section 4(a) shall be on or prior to
March 11, 1994, as fixed by the Board of Directors.

          (b) Pittston Minerals Group Special Events. If (i) the Corporation or
any of its Subsidiaries shall enter into a transaction or series of transactions
resulting in the Disposition of all or substantially all of the properties and
assets of Pittston Minerals Group under circumstances where the Corporation is
not required to exchange outstanding shares of Minerals Stock for shares of
Brink's Stock, BAX Stock or other Common Stock (other than Minerals Stock)
pursuant to Section 2(b) of Division I of Article III of these Articles of
Incorporation or (ii) the Corporation shall pay a dividend on, or the
Corporation or any of its Subsidiaries shall consummate a tender offer or
exchange offer for, Minerals Stock, and the aggregate amount of such dividend or
the consideration paid in such tender offer or exchange offer is an amount equal
to all or substantially all of the properties and assets of Pittston Minerals
Group (the events described in clauses (b)(i) and (ii) above are hereinafter
collectively referred to as the "Pittston


<PAGE>
<PAGE>

Minerals Group Special Events"), the Corporation shall redeem shares of this
Series, in whole, within 60 days following any such Pittston Minerals Group
Special Event, for cash in the amount equal to the Redemption Price, plus an
amount equal to accrued and unpaid dividends thereon to the date fixed for
redemption. The Redemption Date on shares of this Series pursuant to this
Section 4(b) shall be (A) the consummation date of the Disposition or the
dividend payment date if such Pittston Minerals Group Special Event involves a
Disposition or the payment of a dividend, respectively, or (B) the consummation
date of the tender offer or exchange offer if such Pittston Minerals Group
Special Event involves a tender offer or exchange offer, respectively. Any
redemption pursuant to this Section 4(b) shall be conditioned upon the
consummation of such Disposition, the payment of such dividend or the
consummation of such tender offer or exchange offer, as the case may be.

     In the event of a Disposition by the Corporation of any equity interest in
any person, the entity or group in which the Corporation, directly or
indirectly, owned a majority equity interest as of the date of such Disposition,
which person, entity or group owned properties and assets of Pittston Minerals
Group as of such date (a "Pittston Minerals Group Company"), to holders of all
the outstanding shares of Minerals Stock on a pro rata basis, solely for the
purpose of determining whether a Disposition of all or substantially all of the
properties and assets of Pittston Minerals Group pursuant to clause (b)(i) above
has occurred, a Disposition of the properties and assets of such Pittston
Minerals Group Company shall only be deemed to have occurred if the Corporation,
directly or indirectly, owns less than 20 percent of the entire equity interest
in such Company immediately after the occurrence of such Disposition. If the
Corporation exchanges all outstanding shares of Minerals Stock for shares of
Brink's Stock, BAX Stock or other Common Stock (other than Minerals Stock)
pursuant to Section 2 of Division I of Article III of these Articles of
Incorporation and, subsequent to such exchange, any event substantially similar
to any Pittston Minerals Group Special Event occurs in respect of Brink's Stock
or BAX Stock, at which time there is another class of Common Stock outstanding
other than Brink's Stock or BAX Stock, the Corporation shall redeem the shares
of this Series, in whole, for cash in the amount equal to the Redemption Price,
plus an amount equal to accrued and unpaid dividends thereon to the date fixed
for redemption. The Redemption Date shall occur, and the conditions in respect
thereof, shall be determined in a manner described above with respect to any
redemption resulting


<PAGE>
<PAGE>

from any substantially similar Pittston Minerals Group Special Event.

     5. General Redemption Provisions. The following general redemption
provisions shall apply, as the context requires, to any redemption of any shares
of this Series pursuant to Sections 3 and 4:

          (a) In the event that fewer than all the outstanding shares of this
Series are to be redeemed, the number of shares to be redeemed shall be
determined by the Board of Directors and the shares to be redeemed shall be
determined by lot or pro rata as may be determined by the Board of Directors or
by any other method as may be determined by the Board of Directors in its sole
discretion to be equitable; provided, however, that the Corporation may redeem
any number of shares of this Series owned by holders whose aggregate holdings of
such shares do not exceed 100 as may be specified by the Corporation.

          (b) In the event the Corporation shall redeem shares of this Series
pursuant to Section 3, notice of such redemption shall be given, on a date at
least 30 days but not more than 60 days prior to the date fixed for such
redemption by the Board of Directors to each holder of record of the shares of
this Series to be redeemed. Notice of an Acquisition Redemption pursuant to
Section 4(a) shall be given not less than 10 days prior to the date fixed for
such redemption by the Board of Directors to each holder of record of the shares
of this Series. Notice of redemption in connection with any Pittston Minerals
Group Special Event shall be given (i) if such Event involves a Disposition or
the payment of a dividend, not less than 45 days prior to the date selected by
the Board of Directors for the consummation of such Disposition or the payment
of such dividend or (ii) if such Event involves a tender offer or exchange
offer, on the date of public announcement thereof (but in any event not less
than 30 days prior to such redemption). Such notice shall be given by first
class mail, postage prepaid, at such holder's address as the same appears on the
stock transfer books of the Corporation. Neither the failure to mail, to any
particular holder, any notice required by this Section 5(b) nor any defect
therein or in the mailing thereof shall affect the sufficiency of the notice or
the validity of the proceedings for redemption with respect to any other holder.
Any notice which was mailed in the manner herein provided shall be conclusively
presumed to have been duly given on the date mailed whether or not the holder
receives the notice. Each such notice shall state as appropriate: (i) the
Redemption


<PAGE>
<PAGE>

Date; (ii) the number of shares of this Series to be redeemed and, if fewer than
all the shares held by such holder are to be redeemed, the number or proportion
of such shares to be redeemed from such holder; (iii) the Redemption Price to be
paid in respect of the redemption; (iv) the place or places where certificates
for such shares are to be surrendered for the payment of the Redemption Price;
(v) whether the Corporation is depositing with a bank or trust company on or
before the applicable Redemption Date as provided in Section 5(d) an adequate
amount of money for the payment of the Redemption Price and, if so, the proposed
date of such deposit; (vi) the then current Conversion Price (including, to the
extent any event then known to the Corporation will result in an adjustment to
the Conversion Price on or prior to the Redemption Date, such adjusted
Conversion Price and date of such adjustment) and the date on which the right of
holders to convert shall terminate; (vii) the amount of accrued and unpaid
dividends in respect of the shares of this Series to be redeemed; and (viii)
that dividends on shares of this Series to be redeemed shall cease to accrue on
the Redemption Date.

          (c) Notice having been given as provided in Section 5(b), from and
after the Redemption Date (unless default shall be made by the Corporation in
providing an adequate amount of money for the payment of the Redemption Price
necessary to effect such redemption in accordance with the terms hereof) (i)
dividends on the shares of this Series so called for redemption shall cease to
accrue, (ii) such shares shall no longer be deemed to be outstanding and (iii)
all rights of the holders thereof as holders of shares of this Series shall
cease (except the right to receive from the Corporation the Redemption Price,
without interest thereon, upon surrender and endorsement of their certificates).
Upon surrender in accordance with said notice of the certificates for any shares
so redeemed (properly endorsed or assigned for transfer, unless the Corporation
shall waive such requirement), such shares shall be so redeemed by the
Corporation.

          (d) The Corporation's obligation to provide an adequate amount of
money for the payment of the Redemption Price necessary to effect any redemption
in accordance with Sections 3 and 4 shall be deemed fulfilled if, on or before
the applicable Redemption Date, the Corporation shall deposit with a bank or
trust company that has an office in the Borough of Manhattan, City of New York,
and that has, or is an affiliate of a bank or trust company that has, a capital
and surplus of at least


<PAGE>
<PAGE>

$50,000,000, an amount of money adequate for the payment of the aggregate
Redemption Price necessary for such redemption in accordance with the terms
hereof, in trust, with irrevocable instructions that such money be applied to
the redemption of the shares of this Series so called for redemption. No
interest shall accrue for the benefit of the holders of shares of this Series to
be redeemed on any money so payable by the Corporation in respect of any
redemption.

     Subject to applicable escheat laws, any money unclaimed at the end of two
years from the related Redemption Date shall revert to the general funds of the
Corporation, after which reversion the holders of such shares so called for
redemption shall look only to the general funds of the Corporation for the
payment of such money. In case fewer than all the shares of this Series
represented by any such certificate are redeemed, a new certificate shall be
issued representing the unredeemed shares without cost to the holder thereof.

          (e) Any shares of this Series which shall at any time have been
redeemed shall, upon the taking of any action required by law, have the status
of authorized but unissued shares of Preferred Stock, without designation as to
series until such shares are once more designated as part of a particular series
by the Board of Directors.

          (f) Notwithstanding the foregoing provisions of Sections 3 through 5,
unless the full cumulative dividends on all outstanding shares of this Series
shall have been paid or contemporaneously are declared and paid for all past
dividend periods, the Corporation may not (i) redeem in part shares of this
Series other than on a pro rata basis or (ii) purchase or otherwise acquire any
shares of this Series other than pursuant to a purchase or exchange offer made
on the same terms to holders of all outstanding shares of this Series.

     6. Conversion. Holders of shares of this Series shall have the right to
convert all or a portion of such shares into shares of Minerals Stock in
accordance with the provisions of this Section 6. For purposes of this Section
6, references to shares of this Series shall apply equally to fractional shares
thereof, but only to the extent such fractional shares are integral multiples of
one-tenth of one share of this Series. (a) Subject to and upon compliance with
the provisions of this Section 6, a holder of shares of this Series shall have
the right, at such holder's option, at any time after March 11, 1994,


<PAGE>
<PAGE>

to convert such shares into the number of fully paid and nonassessable shares of
Minerals Stock equal to the quotient of (i) the product of the initial
liquidation preference for shares of this Series of $500.00 per share times the
number of shares of this Series to be converted, divided by (ii) the Conversion
Price (as in effect on the date provided for in the last paragraph of Section
6(b)) by surrendering the certificates representing such shares to be converted,
such surrender to be made in the manner provided in accordance with this Section
6; provided, however, that the right to convert shares of this Series called for
redemption pursuant to (A) Sections 3, 4(a) and 4(b) (but, in the case of
Section 4(b), only to the extent the Pittston Minerals Group Special Event does
not involve the payment of a dividend) shall terminate at the close of business
on the related Redemption Date or (B) Section 4(b) (but only to the extent the
Pittston Minerals Group Special Event involves the payment of a dividend) shall
terminate on the 31st day prior to the date selected by the Board of Directors
for the payment of such dividend, unless the Corporation shall default in making
payment of any moneys payable upon such redemption under Sections 3 and 4.

          (b) In order to exercise the conversion right, the holder of any
shares of this Series to be converted shall surrender the certificate
representing such shares, duly endorsed or assigned to the Corporation or in
blank, at the office of the Transfer Agent, accompanied by written notice to the
Corporation that the holder thereof elects to convert such shares or a specified
portion thereof. Unless the shares issuable on conversion are to be issued in
the same name as the name in which such shares of this Series are registered,
any shares surrendered for conversion shall be accompanied by instruments of
transfer, in form satisfactory to the Corporation, duly executed by the holder
or such holder's duly authorized attorney and an amount sufficient to pay any
transfer or similar tax (or evidence reasonably satisfactory to the Corporation
demonstrating that such taxes have been paid). Holders of shares of this Series
at the close of business on a record date for determining shareholders entitled
to receive a dividend shall be entitled to receive the dividend payable on such
shares on the corresponding dividend payment date (except that holders of shares
called for redemption on a Redemption Date occurring between the close of
business on such record date and the opening of business on such dividend
payment date shall not be entitled to receive such dividend on such dividend
payment date) notwithstanding the conversion thereof following the close of
business on such


<PAGE>
<PAGE>

dividend record date and prior to the opening of business on such dividend
payment date. However, shares of this Series surrendered for conversion during
the period between the close of business on such dividend record date and the
opening of business on such dividend payment date (except shares called for
redemption on a Redemption Date during such period) must be accompanied by
payment of an amount equal to the dividend payable on such shares on such
dividend payment date. A holder of shares of this Series on a dividend record
date who (or whose transferee) tenders any such shares for conversion into
shares of Minerals Stock on a dividend payment date will receive the dividend
payable by the Corporation on such shares of this Series on such date, and the
converting holder need not include payment of the amount of such dividend upon
surrender of such shares for conversion. Except as provided above, the
Corporation shall make no payment or allowance for unpaid dividends, whether or
not in arrears, on converted shares or for dividends on the shares of Minerals
Stock issued upon such conversion. As promptly as practicable after the
surrender of certificates for shares of this Series as aforesaid, the
Corporation shall issue and shall deliver at such office to such holder, or on
such holder's written order, a certificate or certificates for the number of
full shares of Minerals Stock issuable upon the conversion of such shares in
accordance with the provisions of this Section 6, and any fractional interest in
respect of a share of Minerals Stock arising upon such conversion shall be
settled as provided in Section 6(c). Each conversion shall be deemed to have
been effected immediately prior to the close of business on the date on which
the certificates for shares of this Series shall have been surrendered and the
notice referred to in the third preceding paragraph (and, if applicable, payment
of an amount equal to the dividend payable on such shares as described in the
second preceding paragraph) shall have been received by the Corporation as
aforesaid, and the person or persons in whose name or names any certificate or
certificates for shares of Minerals Stock shall be issuable upon such conversion
shall be deemed to have become the holder or holders of record of the shares
represented thereby at such time on such date and such conversion shall be at
the Conversion Price in effect at such time on such date.

          (c) No fractional shares or scrip representing fractions of shares of
Minerals Stock or any other Common Stock of the Corporation shall be issued upon
conversion of any share of this Series. Instead of any fractional interest in a
share of Minerals Stock or such other Common Stock that would otherwise be


<PAGE>
<PAGE>

deliverable upon the conversion of a share of this Series, the Corporation shall
pay to the holder of such share an amount in cash based upon the Closing Price
of Minerals Stock or such other Common Stock on the Trading Day immediately
preceding the date of conversion. If more than one share shall be surrendered
for conversion at one time by the same holder, the number of full shares of
Minerals Stock or such other Common Stock issuable upon conversion thereof shall
be computed on the basis of the aggregate number of shares of this Series so
surrendered.

          (d) The Conversion Price per share of Minerals Stock shall be adjusted
from time to time as follows:

               (i) If the Corporation shall, after the date on which shares of
this Series are initially issued, (A) pay a dividend or make a distribution on
any class of its capital stock in shares of Minerals Stock, (B) subdivide the
outstanding Minerals Stock into a greater number of shares or (C) combine the
outstanding Minerals Stock into a smaller number of shares, then the Conversion
Price in effect at the opening of business on the day next following the date
fixed for the determination of shareholders entitled to receive such dividend or
distribution or at the opening of business on the day next following the day on
which such subdivision or combination becomes effective, as the case may be,
shall be adjusted so that the holder of any share of this Series thereafter
surrendered for conversion shall be entitled to receive the number of shares of
Minerals Stock that such holder would have owned or have been entitled to
receive after the happening of any of the events described above had such share
been converted immediately prior to the record date in the case of a dividend or
distribution or the effective date in the case of a subdivision or combination.
An adjustment made pursuant to this Section 6(d)(i) shall become effective
immediately after the opening of business on the day next following the record
date (except as provided in Section 6(m)) in the case of a dividend or
distribution and shall become effective immediately after the opening of
business on the day next following the effective date in the case of a
subdivision or combination.

               (ii) If the Corporation shall issue, after the date on which
shares of this Series are initially issued, rights or warrants (other than any
rights or warrants (including Minerals Rights) referred to in Section 6(d)(iii)
below) to all holders of Minerals Stock entitling them (for a period expiring
within 45 days after the record date mentioned below) to


<PAGE>
<PAGE>

subscribe for or purchase Minerals Stock at a price per share less than the
Current Market Price per share of Minerals Stock on the record date for the
determination of shareholders entitled to receive such rights or warrants, then
the Conversion Price in effect at the opening of business on the day next
following such record date shall be adjusted to equal the price determined by
multiplying (A) the Conversion Price in effect immediately prior to the opening
of business on the day next following the date fixed for such determination by
(B) a fraction, the numerator of which shall be the sum of (I) the number of
shares of Minerals Stock outstanding on the close of business on the date fixed
for such determination and (II) the number of shares that the aggregate proceeds
to the Corporation from the exercise of such rights or warrants for Minerals
Stock would purchase at such Current Market Price and the denominator of which
shall be the sum of (x) the number of shares of Minerals Stock outstanding on
the close of business on the date fixed for such determination and (y) the
number of additional shares of Minerals Stock offered for subscription or
purchase pursuant to such rights or warrants. Such adjustment shall become
effective immediately after the opening of business on the day next following
such record date (except as provided in Section 6(m)). In determining whether
any rights or warrants entitle the holders of Minerals Stock to subscribe for or
purchase shares of Minerals Stock at less than the Current Market Price thereof,
there shall be taken into account any consideration received by the Corporation
upon issuance and upon exercise of such rights or warrants, the value of such
consideration, if other than cash, to be determined by the Board of Directors.

               (iii) If the Corporation shall distribute to all holders of
Minerals Stock any shares of capital stock (other than Common Stock of the
Corporation), evidences of indebtedness, cash or other assets of the Corporation
(including securities, but excluding (A) any dividend or distribution referred
to in Section 6(d)(i), (B) any rights or warrants referred to in Section
6(d)(ii) or in the second paragraph of this section 6(d)(iii), (C) any dividend
or distribution paid exclusively in cash or (D) any stocks, securities or other
property received as a result of a transaction referred to in Section 6(f) (any
of the foregoing being hereinafter referred to in this Section 6(d)(iii) as the
"Securities"), then in each such case the Conversion Price shall be adjusted so
that it shall equal the price determined by multiplying (I) the Conversion Price
in effect immediately prior to the close of business on the date fixed for the
determination of shareholders entitled to receive such distribution by (II) a

<PAGE>
<PAGE>

fraction, the numerator of which shall be the Current Market Price per share of
the Minerals Stock on the record date mentioned below less the then fair market
value (as determined by the Board of Directors) of the portion of the Securities
so distributed to one share of Minerals Stock and the denominator of which shall
be the Current Market Price per share of the Minerals Stock on the record date
mentioned below. Such adjustment shall become effective immediately at the
opening of business on the day next following the record date for the
determination of shareholders entitled to receive such distribution (except as
provided in Section 6(m)). With respect to the Amended and Restated Rights
Agreement dated as of July 26, 1993 (as amended, further restated or otherwise
modified from time to time, the "Restated Rights Agreement") between the
Corporation and Chemical Bank (terms used in this paragraph and not otherwise
defined herein have the meanings ascribed thereto in the Restated Rights
Agreement), the Conversion Price will be adjusted only when Minerals Rights
issuable pursuant thereto become exercisable after the Corporation's right of
redemption thereunder has expired. Subject to the foregoing, upon the later to
occur of the Distribution Date and a Triggering Event (the "Adjustment Date"),
the Conversion Price in effect at the opening of business on the Adjustment Date
shall be adjusted to equal the price determined by multiplying (A) such
Conversion Price by (B) a fraction, the numerator of which shall be equal to the
Current Market Price per share of Minerals Stock on the Trading Day immediately
prior to the Adjustment Date less an amount equal to the quotient of (I) the
aggregate fair market value on the Adjustment Date (as determined by the Board
of Directors) of Minerals Rights distributed under the Restated Rights Agreement
divided by (II) the number of shares of Minerals Stock outstanding on the
Trading Date immediately prior to the Adjustment Date and the denominator of
which shall be equal to such Current Market Price per share of Minerals Stock.
Such adjustment shall become effective immediately after the opening of business
on the day next following such Adjustment Date.

               (iv) If the Corporation shall, by dividend or otherwise, at any
time distribute to all holders of Minerals Stock cash (excluding any regular
quarterly dividend payable solely in cash, any cash that is distributed as part
of a distribution requiring a Conversion Price adjustment pursuant to Section
6(d)(iii) and cash that is distributed in a merger or consolidation to which
Section 6(f) applies) in an aggregate amount that, together with (A) the
aggregate amount of any other distributions to all holders of Minerals Stock
made exclusively


<PAGE>
<PAGE>

in cash (to which this Section 6(d)(iv) would otherwise apply) within the 12
months preceding the date of payment of such distribution and in respect of
which no Conversion Price adjustment has been made and (B) all excess Purchase
Payments in respect of each tender offer or exchange offer for, or other
negotiated purchase of, Minerals Stock concluded by the Corporation or any of
its Subsidiaries within the 12 months preceding the date of payment of such
distribution and in respect of which no Conversion Price adjustment has been
made, exceeds an amount equal to 12 1/2 percent of the product of the Current
Market Price per share of Minerals Stock on the date fixed for determination of
holders of Minerals Stock entitled to receive such distribution times the number
of shares of Minerals Stock outstanding on such date, then the Conversion Price
shall be adjusted so that it shall equal the price determined by multiplying (A)
such Conversion Price in effect immediately prior to the Conversion Price
adjustment contemplated by this Section 6(d)(iv) by (B) a fraction, the
numerator of which shall be the Current Market Price per share of Minerals Stock
on the date fixed for determination of holders of Minerals Stock entitled to
receive such distribution less that combined amount of such cash and such Excess
Purchase Payments so distributed applicable to one share of Minerals Stock and
the denominator of which shall be such Current Market Price per share of
Minerals Stock on such date of determination. Such adjustment shall become
effective immediately prior to the opening of business on the day next following
the date fixed for such determination.

               (v) In case the Corporation or any of its Subsidiaries makes a
tender offer or exchange offer for, or other negotiated purchase of, all or any
portion of Minerals Stock, if the aggregate amount of any Excess Purchase
Payment, together with (A) the aggregate amount of any distributions made to all
holders of Minerals Stock made exclusively in cash (excluding any regular
quarterly dividend payable solely in cash, any cash that is distributed as part
of a distribution requiring a Conversion Price adjustment pursuant to Section
6(d)(iii) and cash that is distributed in a merger or consolidation to which
Section 6(f) applies) within the 12 months preceding the consummation of such
tender or exchange offer or other negotiated purchase and in respect of which no
Conversion Price adjustment has been made and (B) all other excess Purchase
Payments in respect of each tender or offer for, or other negotiated purchase
of, Minerals Stock concluded by the Corporation or any of its Subsidiaries
within the 12 months preceding the consummation of such tender or


<PAGE>
<PAGE>

exchange offer or other negotiated purchase and in respect of which no
Conversion Price adjustment has been made, exceeds an amount equal to 12 1/2
percent of the product of the Current Market Price per share of Minerals Stock
on the consummation date of such tender or exchange offer or other negotiated
purchase (any such date, the "Purchase Date") times the number of shares of
Minerals Stock outstanding (including any tendered, exchanged or purchased
shares) on such Purchase Date, then the Conversion Price shall be adjusted so
that it shall equal the price determined by multiplying (I) such Conversion
Price in effect immediately prior to such Purchase Date by (II) a fraction, the
numerator of which shall be the Current Market Price per share of Minerals Stock
on such Purchase Date less the combined amount of Excess Purchase Payments and
such cash so distributed applicable to one share of Minerals Stock and the
denominator of which shall be such Current Market Price per share on such
Purchase Date. Such adjustment shall become effective immediately prior to the
opening of business on the day next following such Purchase Date.

               (vi) The Corporation from time to time may reduce the Conversion
Price by any amount for any period of at least 20 business days (or such other
period as may then be required by applicable law), provided that the Board of
Directors shall have determined that such reduction is in the best interests of
the Corporation. No reduction in the Conversion Price pursuant to this Section
6(d)(vi) shall become effective unless the Corporation shall have mailed a
notice, at least 15 days prior to the date on which such reduction is scheduled
to become effective, to each holder of shares of this Series. Such notice shall
be given by first class mail, postage prepaid, at such holder's address as the
same appears on the stock transfer books of the Corporation. Such notice shall
state the amount per share by which the Conversion Price will be reduced and the
period for which such reduction will be in effect.

               (vii) The Corporation may make such reductions in the Conversion
Price, in addition to those required by Sections 6(d)(i) through (v), as the
Board of Directors determines to be necessary in order that any event treated
for Federal income tax purposes as dividend of stock or stock rights will not be
taxable to the recipients; provided, however, that any such reduction shall not
be effective until written evidence of the action of the Board of Directors
authorizing such reduction shall be filed with the Secretary of the Corporation
and notice thereof shall have been given by first class mail, postage prepaid,
to each


<PAGE>
<PAGE>

holder of shares of this Series at such holder's address as the same appears on
the stock transfer books of the Corporation.

          (e) No adjustment in the Conversion Price shall be required unless
such adjustment would require a cumulative increase or decrease of at least 1
percent in such Price; provided, however, that any adjustment that by reason of
this Section 6(e) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment until made; provided, further, that
any adjustment shall be required and made in accordance with the provisions of
this Section 6 (other than this Section 6(e)) not later than such time as may be
required in order to preserve the tax-free nature of a distribution to the
holders of shares of Minerals Stock or any other Common Stock into which shares
of this Series are convertible. Notwithstanding any other provisions of this
Section 6, the Corporation shall not be required to make any adjustment of any
Conversion Price established hereunder for the issuance of any shares of Common
Stock of the Corporation (including Minerals Stock) pursuant to any plan
providing for the reinvestment of dividends or interest payable on securities of
the Corporation and the investment of additional optional amounts in shares of
such Common Stock under such plan. All calculations under this Section 6 shall
be made to the nearest 1/100 of a cent (with $.00005 being rounded upward) or to
the nearest 1/10,000 of a share (with .00005 of a share being rounded upward),
as the case may be.

          (f) If the Corporation shall be a party to any transaction (including,
without limitation, a merger or consolidation of the Corporation and excluding
any transaction as to which Section 6(d) applies), in each case as a result of
which shares of Minerals Stock shall be converted into the right to receive
stock, securities or other property (including cash or any combination thereof)
(each of the foregoing being referred to herein as a "Transaction"), each share
of this Series which is not converted into the right to receive stock,
securities or other property in connection with such Transaction shall
thereafter be convertible into the kind and amount of shares of stock,
securities and other property (including cash or any combination thereof)
receivable upon the consummation of such Transaction by a holder of that number
of shares or fraction thereof of Minerals Stock into which one share of this
Series was convertible immediately prior to such Transaction, assuming such
holder of Minerals Stock (i) is not a person with which the Corporation
consolidated or into which the Corporation merged or


<PAGE>
<PAGE>

which merged into the Corporation or to which such sale or transfer was made, as
the case may be (a "Constituent Person"), or an affiliate of a Constituent
Person and (ii) failed to exercise his rights of election, if any, as to the
kind or amount of stock, securities and other property (including cash)
receivable upon such Transaction (provided that if the kind or amount of stock,
securities and other property (including cash) receivable upon such Transaction
is not the same for each share of Minerals Stock of the Corporation held
immediately prior to such Transaction by other than a Constituent Person or an
affiliate thereof and in respect of which such rights of election shall not have
been exercised (a "non-electing share"), then for the purpose of this Section
6(f) the kind and amount of stock, securities and other property (including
cash) receivable upon such Transaction by each non-electing share shall be
deemed to be the kind and amount so receivable per share by a plurality of the
non-electing shares). The Corporation shall not be a party to any Transaction
unless the terms of such Transaction are consistent with the provisions of this
Section 6(f) and it shall not consent or agree to the occurrence of any
Transaction until the Corporation has entered into an agreement with the other
party or parties to such transaction for the benefit of the holders of shares of
this Series that will contain provisions enabling the holders of such shares
that remain outstanding after such Transaction to convert into the consideration
received by holders of Minerals Stock at the Conversion Price in effect
immediately prior to such Transaction. The provisions of this Section 6(f) shall
similarly apply to successive Transactions.

          (g) The reclassification of Common Stock into which shares of this
Series are then convertible into securities which include securities other than
such Common Stock (other than any reclassification upon a consolidation or
merger to which Section 6(f) applies) shall be deemed to involve (i) a
distribution of such securities other than such Common Stock to all holders of
such Common Stock (and the effective date of such reclassification shall be
deemed to be "the date fixed for the determination of shareholders entitled to
receive such distribution") and (ii) a subdivision or combination, as the case
may be, of the number of shares of such Common Stock outstanding immediately
prior to such reclassification into the number of shares of such Common Stock
outstanding immediately thereafter (and the effective date of such
reclassification shall be deemed to be the effective date of such subdivision or
combination).

          (h) If the Corporation shall, by dividend or otherwise,


<PAGE>
<PAGE>

distribute to all holders of Minerals Stock or other class of Common Stock into
which shares of this Series are then convertible shares of Common Stock other
than Minerals Stock or any class of Common Stock into which shares of this
Series are then convertible, each share of this Series shall be convertible, in
addition to the number of shares of Minerals Stock and/or such other Common
Stock into which such share is then convertible, into the number of shares of
such other Common Stock receivable upon payment of such distribution to a holder
of that number of shares or fraction thereof of Minerals Stock or such other
Common Stock into which one share of this Series was convertible immediately
prior to the record date fixed for the determination of shareholders entitled to
receive such distribution. Shares of this Series shall become so convertible
immediately after the opening of business on the date next following such record
date (except as provided in Section 6(m)). In addition, a Conversion Price shall
be established with respect to such Common Stock in an amount equal to the
quotient of (i) the initial liquidation preference of $500.00 per share of this
Series divided by (ii) the number of shares or fraction thereof of such Common
Stock that a holder of one share of Minerals Stock or such other Common Stock
into which shares of this Series are then convertible would be entitled to
receive on the payment date for such distribution from and after any such date
of determination of shareholders entitled to receive such distribution and,
thereafter, Conversion Price adjustments as nearly as equivalent in type as may
be practicable to the adjustments pursuant to Sections 6(d) through (f) which
are to be made in respect of Minerals Stock shall be made in respect of shares
of such Common Stock. Notwithstanding the foregoing and the provisions of
Section 6(d)(iii), if the Corporation shall make such a distribution in Common
Stock and, thereafter, all the shares of such Common Stock cease to be
outstanding, on the date such shares of Common Stock cease to be outstanding (x)
the shares of this Series shall cease to be convertible into shares of such
Common Stock, (y) a distribution of shares of such Common Stock shall be deemed
to have occurred on such date and (z) the Conversion Price for the class of
Common Stock upon which such distribution was made, or if no shares of such
class are then outstanding because shares of such class were exchanged for
shares of another class of Common Stock, of such other class of Common Stock,
shall be adjusted in the manner set forth in Section 6(d)(iii) to the same
extent as if shares of the Common Stock in which such distribution was made were
within the meaning of the term "Securities" in Section 6(d)(iii).

          (i) After the date, if any, on which all outstanding


<PAGE>
<PAGE>

shares of Minerals Stock or of any other Common Stock into which shares of this
Series are then convertible are exchanged for shares of another class of Common
Stock (as provided in Section 2 of Division I of Article III of these Articles
of Incorporation), each share of this Series shall thereafter be convertible
into the number of shares of such other class of Common Stock receivable upon
such exchange by a holder of that number of shares or fraction thereof of
Minerals Stock and/or such other Common Stock into which shares of this Series
are then convertible into which one share of this Series was convertible
immediately prior to such exchange. From and after any such exchange, Conversion
Price adjustments as nearly equivalent as may be practicable to the adjustments
pursuant to Sections 6(d) through 6(h) which, prior to such exchange, were made
in respect of Minerals Stock and/or such other Common Stock into which shares of
this Series are then convertible shall instead be made pursuant to such Sections
in respect of shares of such other class of Common Stock.

          (j)  Subject to the provisions of Section 6(k), if:

               (i) the Corporation takes any action that would require an
adjustment of the Conversion Price pursuant to Sections 6(d) through (i);

               (ii) there shall be any consolidation or merger to which the
Corporation is a party and for which approval of any shareholders of the
Corporation is required, or the sale or transfer of all or substantially all of
the assets of the Corporation or Pittston Minerals Group;

               (iii) there shall occur the voluntary or involuntary liquidation,
dissolution or winding up of the Corporation; or

               (iv) the Corporation or any of its Subsidiaries shall commence a
tender offer or exchange offer for all or a portion of the outstanding shares of
Minerals Stock (or shall amend any such tender offer or exchange offer), then
the Corporation shall cause to be filed with the Transfer Agent and shall cause
to be mailed to the holders of shares of this Series at their addresses as shown
on the stock transfer books of the Corporation, as promptly as possible, but at
least 15 days prior to the earliest applicable date hereinafter specified, a
notice stating, as applicable, (A) the proposed record date for a dividend or
distribution or the proposed effective date of a consolidation, merger, sale,
transfer,


<PAGE>
<PAGE>

liquidation, dissolution or winding up, (B) the date as of which it is expected
that holders of the Minerals Stock of record shall be entitled to exchange their
shares of Minerals Stock for securities or other property, if any, deliverable
upon such consolidation, merger, sale, transfer, liquidation, dissolution or
winding up or (C) the date on which such tender offer or exchange offer
commenced, the date on which such tender offer or exchange offer is scheduled to
expire unless extended, the consideration offered and the other material terms
thereof (or the material terms of any amendment thereto). Failure to give or
receive such notice or any defect therein shall not affect the legality or
validity of the related transaction.

          (k) The Corporation shall cause to be filed with the Transfer Agent
and shall cause to be mailed to the holders of shares of this Series at their
addresses as shown on the stock transfer books of the Corporation notice of its
intention (i) to cause to occur, or to take any action that would result in, any
Pittston Minerals Group Special Event or (ii) to exchange outstanding shares of
Minerals Stock for shares of Brink's Stock, BAX Stock or any other Common Stock
pursuant to Section 2 of Division I of Article III of these Articles of
Incorporation (which notice shall include the date on which an exchange of
outstanding shares of Minerals Stock for shares of such Common Stock is expected
to become effective and the date as of which it is expected that holders of
record of Minerals Stock shall be entitled to exchange their shares of Minerals
Stock for shares of such Common Stock), not less than (A) 45 days prior to the
date selected by the Board of Directors for the consummation of the Disposition
or the payment of a dividend in connection with any Pittston Minerals Group
Special Event involving a Disposition or the payment of a dividend,
respectively, (B) 30 days prior to the consummation of any tender offer or
exchange offer in connection with any Pittston Minerals Group Special Event
involving a tender offer or exchange offer, respectively, or (C) 30 days prior
to the exchange date for any such exchange. In addition, from and after any such
exchange for outstanding shares of Minerals Stock for shares of Brink's Stock,
BAX Stock or any other Common Stock, the Corporation shall be required, in
connection with the redemption requirement specified in the third paragraph of
Section 4(b), to give a comparable notice of its intention to take actions with
respect to Brink's Stock, BAX Stock or any other Common Stock substantially
similar to any Pittston Minerals Group Special Event. In the event of any
conflict between the notice provisions of this Section 6(k) and Section 6(j)
above, the notice provisions of this Section 6(k) shall govern.


<PAGE>
<PAGE>

          (l) Whenever the Conversion Price is adjusted as herein provided, the
Corporation shall promptly file with the Transfer Agent an officer's certificate
setting forth the Conversion Price after such adjustment and setting forth a
brief statement of the facts requiring such adjustment, which certificate shall
be prima facie evidence of the correctness of such adjustment. Promptly after
delivery of such certificate, the Corporation shall prepare a notice of such
adjustment of the Conversion Price setting forth the adjusted Conversion Price
and the effective date of such adjustment and shall send such notice of such
adjustment of the Conversion Price by first class mail, postage prepaid, to the
holder of each share of this Series at such holder's address as the same appears
on the stock transfer books of the Corporation.

          (m) In any case in which Section 6(d) or 6(h) provides that an
adjustment shall become effective on the day next following a record date for an
event, the Corporation may defer until the occurrence of such event (i) issuing
to the holder of any share of this Series converted after such record date and
before the occurrence of such event the additional shares of Minerals Stock or
any other Common Stock of the Corporation issuable upon such conversion by
reason of the adjustment required by such event over and above the number of
shares of Minerals Stock or such other Common Stock issuable upon such
conversion before giving effect to such adjustment and (ii) paying to such
holder any amount in cash in lieu of any fraction thereof pursuant to Section
6(c).

          (n) For purposes of this Section 6, the number of shares of Minerals
Stock or any other Common Stock into which shares of this Series are then
convertible at any time outstanding shall not include any shares of Minerals
Stock or such other Common Stock then owned or held by, or for the account of,
the Corporation. The Corporation shall not pay a dividend or make any
distribution on shares of Minerals Stock or such other Common Stock held in the
treasury of the Corporation.

          (o) There shall be no adjustment of the Conversion Price in case of
the issuance of any capital stock of the Corporation in a reorganization,
acquisition or other similar transaction except as specifically set forth in
this Section 6. If any action or transaction would require adjustment of any
Conversion Price established hereunder pursuant to more than one paragraph of
this Section 6, only the adjustment which would result in the largest reduction
of such Conversion Price shall be


<PAGE>
<PAGE>

made.

          (p) The Corporation covenants that it will at all times reserve and
keep available, free from preemptive rights, out of the aggregate of its
authorized but unissued shares of Minerals Stock and/or, if the shares of this
Series are then convertible into other Common Stock of the Corporation, such
other Common Stock, for the purpose of effecting conversion of shares of this
Series, the full number of shares of Minerals Stock or such other Common Stock
deliverable upon the conversion of all outstanding shares of this Series not
theretofore converted. For purposes of this Section 6(p), the number of shares
of Minerals Stock or such other Common Stock that shall be deliverable upon the
conversion of all outstanding shares of this Series shall be computed as if at
the time of computation all such outstanding shares were held by a single
holder. The Corporation covenants that any shares of Minerals Stock or other
Common Stock of the Corporation issued upon conversion of shares of this Series
shall be validly issued, fully paid and nonassessable.

          (q) The Corporation will pay any and all documentary, stamp or similar
issue or transfer taxes payable in respect of the issue or delivery of shares of
Minerals Stock or other securities or property on conversion of shares of this
Series pursuant hereto; provided, however, that the Corporation shall not be
required to pay any tax that may be payable in respect of any transfer involved
in the issue or delivery of shares of Minerals Stock or other securities or
property in a name other than that of the holder of such shares to be converted
and no such issue or delivery shall be made unless and until the person
requesting such issue or delivery has paid to the Corporation the amount of any
such tax or established, to the reasonable satisfaction of the Corporation, that
such tax has been paid.

     7. Voting. The shares of this Series shall not have any voting rights,
either general or special, except as prescribed by the Virginia Stock
Corporation Act and as set forth in this Section 7.

          (a) Unless the vote of the holders of a greater number of shares shall
then be required by the Virginia Stock Corporation Act, the vote of the holders
of at least a majority of all the shares of this Series at the time outstanding,
given in person or by proxy at a meeting called for the purpose at which the
holders of shares of this Series shall vote together as


<PAGE>
<PAGE>

a separate voting group, shall be necessary for authorizing, effecting or
validating the amendment, alteration or repeal of any of the provisions of these
Articles of Incorporation or of any article amendatory thereof or supplemental
thereto (including any articles of amendment or any similar document relating to
any series of Preferred Stock) so as to change the designation, rights,
preferences or limitations of this Series.

          (b) Unless the vote of the holders of a greater number of shares shall
then be required by the Virginia Stock Corporation Act, the vote of the holders
of at least a majority of all shares of this Series at the time outstanding,
given in person or by proxy at a meeting called for the purpose at which the
holders of shares of this Series shall vote as a separate voting group shall be
necessary to (i) increase or decrease the number of authorized shares of
Preferred Stock, (ii) create a new stock, or increase the number of authorized
shares of any class of stock, of the Corporation ranking prior or superior
("prior") to, or on a parity with, the shares of this Series, either as to
dividends or upon liquidation, or (iii) reclassify any outstanding stock of the
Corporation into any such prior or parity shares.

          (c) Unless the vote of the holders of a greater number of shares shall
then be required by the Virginia Stock Corporation Act, the vote of the holders
of at least a majority of all the shares of this Series and all other series of
Preferred Stock ranking on a parity with this Series, either as to dividends or
upon liquidation, at the time outstanding, given in person or by proxy at a
meeting called for the purpose at which the holders of shares of this Series and
such other series of Preferred Stock shall vote together as a single voting
group without regard to series, shall be necessary for authorizing, effecting or
validating (i) the merger or consolidation of the Corporation into or with any
other corporation or (ii) any statutory share exchange involving the
Corporation, if such merger, consolidation or statutory share exchange would
change the designation, rights, preferences or limitations of this Series or if,
after such merger, consolidation or statutory share exchange, there shall be
outstanding any shares of any class of stock ranking prior to, or on a parity
with, the shares of this Series as to dividends or upon liquidation or any
obligation or security convertible into or evidencing the right to purchase any
such prior or parity shares (except such stock, securities or obligations of the
Corporation as may have been outstanding immediately preceding such merger,
consolidation or statutory


<PAGE>
<PAGE>

share exchange).

          (d) If, on the date used to determine shareholders of record for any
meeting of shareholders for the election of directors, a default in preference
dividends on the Preferred Stock shall exist, the number of directors
constituting the Board of Directors shall be increased by two, and the holders
of the Preferred Stock of all series (whether or not the holders of such series
of Preferred Stock would be entitled to vote for the election of directors if
such default in preference dividends did not exist) shall have the right at such
meeting, voting together as a single voting group without regard to series, to
the exclusion of the holders of Common Stock of the Corporation, to elect two
directors of the Corporation to fill such newly created directorships. Each
director elected by the holders of shares of Preferred Stock (herein called a
"Preferred Director") shall continue to serve as such director for the full term
for which such director shall have been elected, notwithstanding that prior to
the end of such term a default in preference dividends shall cease to exist. Any
Preferred Director may be removed without cause by, and shall not be removed
without cause except by, the vote of the holders of record of the outstanding
shares of Preferred Stock, voting together as a single voting group without
regard to series, at a meeting of the shareholders, or of the holders of shares
of Preferred Stock, called for the purpose. So long as a default in any
preference dividends on the Preferred Stock shall exist (i) any vacancy in the
office of a Preferred Director may be filled (except as provided in the
following clause (ii)) by an instrument in writing signed by the remaining
Preferred Director and filed with the Corporation and (ii) in the case of the
removal of any Preferred Director, the vacancy may be filled by the vote of the
holders of the outstanding shares of Preferred Stock, voting together as a
single voting group without regard to series, at the same meeting at which such
removal shall be voted. Each director appointed as aforesaid by the remaining
Preferred Director shall be deemed, for all purposes hereof, to be a Preferred
Director. Whenever the term of office of the Preferred Directors shall end and
no default in preference dividends shall exist, the number of directors
constituting the Board of Directors shall be reduced by two. For the purposes
hereof, a "default in preference dividends" on the Preferred Stock shall be
deemed to have occurred whenever the amount of accrued and unpaid dividends upon
any series of the Preferred Stock shall be equivalent to six full quarterly
dividends or more (whether or not consecutive), and, having so occurred, such
default shall be deemed to exist thereafter until, but only


<PAGE>
<PAGE>

until, all accrued dividends on all shares of Preferred Stock of each and every
series then outstanding shall have been paid for all past dividend periods.

     8.   Liquidation Rights.

          (a) Upon the dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, the holders of the shares of this
Series shall be entitled to receive out of the assets of the Corporation
available for distribution to shareholders, before any payment or distribution
shall be made on any class of the Common Stock of the Corporation or on any
other class of stock ranking junior to the Preferred Stock upon liquidation, the
amount of $500.00 per share, plus a sum equal to all dividends (whether or not
earned or declared) on such shares accrued and unpaid thereon to the date of
final distribution.

          (b) Neither the sale, lease or exchange (for cash, shares of stock,
securities or other consideration) of all or substantially all of the property
and assets of the Corporation nor the merger or consolidation of the Corporation
into or with any other corporation or the merger or consolidation of any other
corporation into or with the Corporation, shall be deemed to be a dissolution,
liquidation or winding up, voluntary or involuntary for the purpose of this
Section 8.

          (c) After the payment to the holders of the shares of this Series of
the full preferential amounts provided for in Section 8(a), the holders of
shares of this Series as such shall have no right or claim to any of the
remaining assets of the Corporation.

          (d) In the event the assets of the Corporation available for
distribution to the holders of shares of this Series upon any dissolution,
liquidation or winding up of the Corporation, whether voluntary or involuntary,
shall be insufficient to pay in full all amounts to which such holders are
entitled pursuant to Section 8(a), no such distribution shall be made on account
of any shares of any other class or series of Preferred Stock ranking on a
parity with the shares of this series upon such dissolution, liquidation or
winding up unless proportionate distributive amounts shall be paid on account of
the shares of this Series, ratably, in proportion to the full distributable
amounts for which holders of all such parity shares are respectively entitled
upon such dissolution, liquidation or winding up.


<PAGE>
<PAGE>

     9. Ranking. For purposes of this resolution, any stock of any class or
classes of the Corporation shall be deemed to rank:

          (a) prior to the shares of this Series, either as to dividends or upon
liquidation, if the holders of such class or classes shall be entitled to the
receipt of dividends or of amounts distributable upon dissolution, liquidation
or winding up of the Corporation, whether voluntary or involuntary, as the case
may be, in preference or priority to the holders of shares of this Series;

          (b) on a parity with the shares of this Series, either as to dividends
or upon liquidation, whether or not the dividend rates, dividend payment dates
or redemption or liquidation prices per share or sinking fund provisions, if
any, are different from those of this Series, if the holders of such stock shall
be entitled to the receipt of dividends or of amounts distributable upon
dissolution, liquidation or winding up of the Corporation, whether voluntary or
involuntary, as the case may be, in proportion to their respective dividend
rates or liquidation prices, without preference or priority, one over the other,
as between the holders of such stock and the holders of shares of this Series;
and

          (c) junior to shares of this Series, either as to dividends or upon
liquidation, if (i) such class or classes shall be the Series A Participating
Cumulative Preferred Stock, par value $10.00 per share, or the Series B
Participating Cumulative Preferred Stock, par value $10.00 per share, issued by
the Corporation pursuant to the Restated Rights Agreement, (ii) such class or
classes shall be any class of Common Stock of the Corporation or (iii) the
holders of shares of this Series shall be entitled to receipt of dividends or of
amounts distributable upon dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, as the case may be, in preference
or priority to the holders of shares of such class or classes.

     10.  Determinations by the Board of Directors.

          (a) Any determinations made by the Board of Directors under any
provision of this Section C of Division II of Article III of these Articles of
Incorporation shall be final and binding on all shareholders (including holders
of shares of this Series) of the Corporation.


<PAGE>
<PAGE>

          (b) Any determinations made by the Board of Directors, a majority of
whose members are "disinterested directors," under any provision in Division I
of Article III of these Articles of Incorporation shall be final and binding on
all shareholders of the Corporation, including holders of shares of this Series.
For this purpose, any director who is not an employee of or a consultant to the
Corporation and who is not, directly or indirectly, the beneficial owner of 1
percent or more of the outstanding shares of Common Stock shall be considered
"disinterested," even though such director may beneficially own a greater amount
of one class of Common Stock than of the other class of Common Stock.

     11. Definitions. Unless otherwise defined in this Section C of Division II
of Article III of these Articles of Incorporation, terms used herein shall have
the meanings ascribed thereto in the first paragraph, and in Division I of
Article III of these Articles of Incorporation and the following terms shall
have the following meanings:

     "Acquisition" means the acquisition by Pittston Acquisition Company, an
indirect wholly owned Subsidiary of the Corporation, of all the outstanding
capital stock of Addington, Inc., Appalachian Mining, Inc., Appalachian Land
Company, Vandalia Resources, Inc. and Kanawha Development Corporation, each of
which is a direct wholly owned subsidiary of Addington Holding Company, Inc.,
pursuant to a Stock Purchase Agreement dated as of September 24, 1993 between
Addington Holding Company, Inc. and Pittston Acquisition Company.

     "Articles of Incorporation" means the Corporation's Restated Articles of
Incorporation, as amended, supplemented, further restated or otherwise modified
from time to time.

     "Board of Directors" or "Board" means, at any time, the duly elected or
acting board of directors (or duly authorized committee thereof) of the
Corporation at such time.

     "Closing Price" of shares of any class of Common Stock of the Corporation
for any day means the last reported sale price, regular way on such day, or, if
no reported sale takes place on such day, the average of the reported closing
bid and asked prices on such day, regular way, in either case as reported on the
New York Stock Exchange Composite Tape or, if such Common Stock is not listed or
admitted to trading on the NYSE, on the principal national securities exchange
on which such Common Stock


<PAGE>
<PAGE>

is listed or admitted to trading or, if not listed or admitted to trading on any
national securities exchange, on the National Market System of NASDAQ or, if
such Common Stock is not quoted on such National Market System, the average of
the closing bid and asked prices on such day in the over-the-counter market as
reported by NASDAQ or, if closing bid and asked prices for such Common Stock on
such day shall not have been reported through NASDAQ, the average of the closing
bid and asked prices on such day as furnished by any NYSE member firm regularly
making a market in such Common Stock selected for such purpose by the Board of
Directors.

     "Conversion Price" means the conversion price per share of Minerals Stock
and/or other shares of Common Stock of the Corporation into which shares of this
Series are convertible, as such Conversion Price may be adjusted pursuant to
Section 6. The initial conversion price per share of Minerals Stock will be
$32.175 (equivalent to a conversion rate of 15.54 shares of Minerals Stock for
each share of this Series).

     "Current Market Price" means, with respect to any class of Common Stock of
the Corporation, the average of the daily Closing Prices of a share of such
Common Stock during the five consecutive Trading Days selected by the
Corporation commencing not more than 20 Trading Days before, and ending not
later than, the date in question; provided, however, that (i) if the "ex" date
for any event (other than the issuance or distribution requiring such
computation) that requires an adjustment to the Conversion Price pursuant to
Sections 6(d)(ii) through (v) occurs on or after the 20th Trading Day prior to
the day in question and prior to the "ex" date for the issuance or distribution
requiring such computation, the Closing Price for each Trading Day prior to the
"ex" date for such other event shall be adjusted by multiplying such Closing
Price by the same fraction by which the Conversion Price is so required to be
adjusted as a result of such other event, (ii) if the "ex" date for any event
(other than the issuance or distribution requiring such computation) that
required an adjustment to the Conversion Price pursuant to Sections 6(d)(ii)
through (v) occurs on or after the "ex" date for the issuance or distribution
requiring such computation and on or prior to the day in question, the Closing
Price for each Trading Day on and after the "ex" date for such other event shall
be adjusted by multiplying such Closing Price by the reciprocal of the fraction
by which the Conversion Price is so required to be adjusted as a result of such
other event, and (iii) if the "ex" date for the issuance or distribution
requiring such


<PAGE>
<PAGE>

computation is on or prior to the day in question, after taking into account any
adjustment required pursuant to clause (ii) of this proviso, the Closing Price
for each Trading Day on or after such "ex" date shall be adjusted by adding
thereto the amount of any cash and the fair market value on the day in question
(as determined by the Board of Directors in a manner consistent with any
determination of such value for purposes of Section 6(d)(iii) or (iv)) of the
evidences of indebtedness, shares of capital stock or assets being distributed
applicable to one share of the applicable class of Common Stock of the
Corporation as of the close of business on the day before such "ex" date. For
purposes of this definition, the term "ex" date, with respect to any class of
Common Stock of the Corporation, (a) when used with respect to any issuance or
distribution, means the first date on which such Common Stock trades regular way
on such exchange or in the relevant market from which the Closing Price was
obtained without the right to receive such issuance or distribution, (b) when
used with respect to any subdivision or combination of shares of such Common
Stock, means the first date on which such Common Stock trades regular way on
such exchange or in such market after the time at which such subdivision or
combination becomes effective, and (c) when used with respect to any tender
offer or exchange offer means the first date on which such Common Stock trades
regular way on such exchange or in such market after the expiration time of such
tender offer or exchange offer. "Disposition" means the sale, transfer,
assignment or other disposition (whether by merger, consolidation, sale or
contribution of assets or stock or otherwise) of properties or assets.

     "Excess Purchase Payment" means the excess, if any, of (i) the aggregate of
the cash and the value (as determined by the Board of Directors) of all other
consideration paid by the Corporation or any of its Subsidiaries with respect to
the shares of the applicable class of Common Stock of the Corporation acquired
in a tender offer or exchange offer or other negotiated purchase over (ii) the
product of the Current Market Price per share of such Common Stock times the
number of shares of such Common Stock acquired in such tender offer or exchange
offer or negotiated purchase.

     "Minerals Rights" means the Pittston Minerals Group Rights of the
Corporation which are issuable under the Corporation's shareholder rights plan
adopted by the Board of Directors, the terms and conditions of which are set
forth in the Restated Rights Agreement.


<PAGE>
<PAGE>

     "NASDAQ" means the National Association of Securities Dealers, Inc.
Automated Quotations System or any successor thereto.

     "NYSE" means the New York Stock Exchange, Inc. or any successor thereto.

     "Redemption Date" means any date on which the Corporation redeems any
shares of this Series.

     "Redemption Price" means (i) with respect to any optional redemption of any
share of this Series pursuant to Section 3, the applicable amount set forth in
such Section and (ii) with respect to any mandatory redemption of any share of
this Series pursuant to Section 4, $500.00.

     "Restated Rights Agreement" shall have the meaning given thereto in the
second paragraph of Section 6(d)(iii).

     "Subsidiary" means a corporation more than 50 percent of the outstanding
voting stock of which is owned, directly or indirectly, by the Corporation or by
one or more other Subsidiaries. For the purpose of this definition, "voting
stock" means stock which ordinarily has voting power for the election of
directors, whether at all times or only so long as no senior class of stock has
such voting power by reason of any contingency.

     "Trading Day" means, with respect to any class of Common Stock of the
Corporation, any day on which such Common Stock is traded on the NYSE, or if
such Common Stock is not listed or admitted to trading on the NYSE, on the
principal national securities exchange on which such Common Stock is listed or
admitted, or if not listed or admitted to trading on any national securities
exchange, on the National Market System of the NASDAQ, or if such Common Stock
is not quoted on such National Market System, in the applicable securities
market in which such Common Stock is traded.

     "Transfer Agent" means the Corporation or such other agent or agents of the
Corporation as may be designated by the Board of Directors as the Transfer Agent
for shares of this Series.

     D.   Series D Participating Cumulative Preferred Stock

     1. Designation and Number of Shares. The shares of


<PAGE>
<PAGE>

such series shall be designated as "Series D Participating Cumulative Preferred
Stock" (the "Series D Preferred Stock"). The number of shares initially
constituting the Series D Preferred Stock shall be 50,000; provided, however,
that if more than a total of 50,000 shares of Series D Preferred Stock shall be
issuable upon the exercise of Pittston BAX Group Rights issued pursuant to the
Amended and Restated Rights Agreement dated as of January 10, 1996, between the
Corporation and Chemical Bank, as Rights Agent (the "Rights Agreement"), the
Board of Directors of the Corporation, pursuant to Section 13.1-639 of the
Virginia Stock Corporation Act, shall direct by resolution or resolutions that
articles of amendment to these Articles of Incorporation be properly executed,
acknowledged, filed and recorded, in accordance with the provisions of Section
13.1-604 thereof, providing for the total number of shares of Series D Preferred
Stock authorized to be issued to be increased (to the extent that the Articles
of Incorporation then permit) to the largest number of whole shares (rounded up
to the nearest whole number) issuable upon exercise of such Rights.

     2.   Dividends or Distributions.

          (a) Subject to the prior and superior rights of the holders of shares
of any other series of Preferred Stock or other class of capital stock not by
its terms ranking on a parity with, or junior to, the shares of Series D
Preferred Stock with respect to dividends, the holders of shares of the Series D
Preferred Stock shall be entitled to receive, when and as declared by the Board
of Directors, out of the assets of the Corporation legally available therefor,
(1) quarterly dividends payable in cash on the first day of March, June,
September and December in each year (each such date being referred to herein as
a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or a fraction of a share of
Series D Preferred Stock, of $10.00 per whole share (rounded to the nearest
cent) less the amount of all cash dividends declared on the Series D Preferred
Stock pursuant to the following clause (2) since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a share of
Series D Preferred Stock, and (2) dividends payable in cash on the payment date
for each cash dividend declared on BAX Stock in an amount per whole share
(rounded to the nearest cent) equal to the Burlington Formula Number (as defined
below) then in effect times the cash dividends then to be paid on each share of
BAX Stock. In addition, if the


<PAGE>
<PAGE>

Corporation shall pay any dividend or make any distribution on BAX Stock payable
in assets, securities or other forms of noncash consideration (other than
dividends or distributions solely in shares of BAX Stock), then, in each such
case, the Corporation shall simultaneously pay or make on each outstanding share
of Series D Preferred Stock a dividend or distribution in like kind of the
Burlington Formula Number then in effect times such dividend or distribution on
each share of BAX Stock. As used herein, the "Burlington Formula Number" shall
be 1,000; provided, however, that if at any time after January 19, 1996, the
Corporation shall (x) declare or pay any dividend on BAX Stock payable in shares
of BAX Stock or make any distribution on BAX Stock in shares of BAX Stock, (y)
subdivide (by a stock split or otherwise) the outstanding shares of BAX Stock
into a larger number of shares of BAX Stock or (z) combine (by a reverse stock
split or otherwise) the outstanding shares of BAX Stock into a smaller number of
shares of BAX Stock, then in each such event the Burlington Formula Number shall
be adjusted to a number determined by multiplying the Burlington Formula Number
in effect immediately prior to such event by a fraction, the numerator of which
is the number of shares of BAX Stock that are outstanding immediately after such
event and the denominator of which is the number of shares of BAX Stock that are
outstanding immediately prior to such event (and rounding the result to the
nearest whole number); and provided further that if at any time after January
19, 1996, the Corporation shall issue any shares of its capital stock in a
reclassification or change of the outstanding shares of BAX Stock (including any
such reclassification or change in connection with a merger in which the
Corporation is the surviving corporation), then in each such event the
Burlington Formula Number shall be appropriately adjusted to reflect such
reclassification or change.

          (b) The Corporation shall declare a dividend or distribution on the
Series D Preferred Stock as provided in Section 2(a) above immediately prior to
or at the same time it declares a dividend or distribution on BAX Stock (other
than a dividend or distribution solely in shares of BAX Stock); provided,
however, that, in the event no dividend or distribution (other than a dividend
or distribution in shares of BAX Stock) shall have been declared on BAX Stock
during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $2.00 per share on the
Series D Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date. The Board of Directors may fix a record date
for the determination of holders


<PAGE>
<PAGE>

of shares of Series D Preferred Stock entitled to receive a dividend or
distribution declared thereon, which record date shall be the same as the record
date for any corresponding dividend or distribution on BAX Stock.

          (c) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series D Preferred Stock from and after the Quarterly Dividend Payment
Date next preceding the date of original issue of such shares of Series D
Preferred Stock; provided, however, that dividends on such shares which are
originally issued after the record date for the determination of holders of
shares of Series D Preferred Stock entitled to receive a quarterly dividend and
on or prior to the next succeeding Quarterly Dividend Payment Date shall begin
to accrue and be cumulative from and after such Quarterly Dividend Payment Date.
Accrued but unpaid dividends shall not bear interest. Dividends paid on the
shares of Series D in an amount less than the total amount of such dividends at
the time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding.

          (d) So long as any shares of the Series D Preferred Stock are
outstanding, no dividends or other distributions shall be declared, paid or
distributed, or set aside for payment or distribution, on BAX Stock unless, in
each case, the dividend required by this Section 2 to be declared on the Series
D Preferred Stock shall have been declared.

          (e) The holders of the shares of Series D Preferred Stock shall not be
entitled to receive any dividends or other distributions except as provided
herein.

     3. Voting Rights. The holders of shares of Series D Preferred Stock shall
have the following voting rights:

          (a) Each holder of Series D Preferred Stock shall be entitled to a
number of votes equal to the product of (1) the Burlington Formula Number then
in effect for each share of Series D Preferred Stock held of record on each
matter on which holders of BAX Stock are entitled to vote times (2) the maximum
number of votes per share which the holders of BAX Stock then have with respect
to such matter.

          (b) Except as otherwise provided herein or by applicable law, the
holders of shares of Series D Preferred Stock, the holders of shares of BAX
Stock and the holders of any


<PAGE>
<PAGE>

other class of capital stock entitled to vote in the election of directors shall
vote together as one class for the election of directors of the Corporation. In
addition, the holders of Series D Preferred Stock and the holders of BAX Stock
shall vote together as one class on all other matters submitted to a vote of
holders of BAX Stock.

          (c) If at the time of any annual meeting of shareholders for the
election of directors, the equivalent of six quarterly dividends (whether or not
consecutive) payable on any share or shares of Series D Preferred Stock are in
default, the number of directors constituting the Board of Directors of the
Corporation shall be increased by two. In addition to voting together with other
holders of capital stock as set forth in Section 3(a) for the election of other
directors of the Corporation, the holders of record of the Series D Preferred
Stock, voting separately as a class to the exclusion of such other holders,
shall be entitled at said meeting of shareholders (and at each subsequent annual
meeting of shareholders), unless all dividends in arrears have been paid or
declared and set apart for payment prior thereto, to vote for the election of
two directors of the Corporation, the holders of any Series D Preferred Stock
being entitled to cast a number of votes per share of Series D Preferred Stock
equal to the Burlington Formula Number. Until the default in payments of all
dividends which permitted the election of said directors shall cease to exist
any director who shall have been so elected pursuant to the next preceding
sentence may be removed at any time, either with or without cause, only by the
affirmative vote of the holders of the shares at the time entitled to cast a
majority of the votes entitled to be cast for the election of any such director
at a special meeting of such holders called for that purpose, and any vacancy
thereby created may be filled by the vote of such holders. If and when such
default shall cease to exist, the holders of the Series D Preferred Stock shall
be divested of the foregoing special voting rights, subject to revesting in the
event of each and every subsequent like default in payments of dividends. Upon
the termination of the foregoing special voting rights, the terms of office of
all persons who may have been elected directors pursuant to said special voting
rights shall forthwith terminate, and the number of directors constituting the
Board of Directors shall be reduced by two. The voting rights granted by this
Section 3(c) shall be in addition to any other voting rights granted to the
holders of the Series D Preferred Stock in this Section 3.


<PAGE>
<PAGE>

          (d) Except as provided herein, in Section 11 or by applicable law,
holders of Series D Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled to
vote with holders of BAX Stock as set forth herein) for authorizing or taking
any corporate action.

     4.   Certain Restrictions.

          (a) Whenever quarterly dividends or other dividends or distributions
payable on the Series D Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Series D Preferred Stock outstanding shall have
been paid in full, the Corporation shall not:

               (i) declare or pay dividends on, make any other distributions on,
or redeem or purchase or otherwise acquire for consideration any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series D Preferred Stock:

               (ii) declare or pay dividends on or make any other distributions
on any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series D Preferred Stock,
except dividends paid ratably on the Series D Preferred Stock and all such
parity stock on which dividends are payable or in arrears in proportion to the
total amounts to which the holders of all such shares are then entitled;

               (iii) redeem or purchase or otherwise acquire for consideration
shares of any stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series D Preferred Stock;
provided that the Corporation may at any time redeem, purchase or otherwise
acquire shares of any such parity stock in exchange for shares of any stock of
the Corporation ranking junior (either as to dividends or upon dissolution,
liquidation or winding up) to the Series D Preferred Stock; or

               (iv) purchase or otherwise acquire for consideration any shares
of Series D Preferred Stock, or any shares of stock ranking on a parity with the
Series D Preferred Stock, except in accordance with a purchase offer made in
writing or by publication (as determined by the Board of Directors) to


<PAGE>
<PAGE>

all holders of such shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative rights
and preferences of the respective series and classes, shall determine in good
faith will result in fair and equitable treatment among the respective series or
classes.

          (b) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under subparagraph (a) of this Section
4, purchase or otherwise acquire such shares at such time and in such manner.

     5. Liquidation Rights. Upon the liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, no distribution shall be made
(a) to the holders of shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution, or winding up) to the Series D Preferred Stock
unless, prior thereto, the holders of shares of Series D Preferred Stock shall
have received an amount equal to the accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment,
plus an amount equal to the greater of (i) $26.67 per share of (ii) an aggregate
amount per share equal to the Burlington Formula Number then in effect times the
aggregate amount to be distributed per share to holders of BAX Stock, or (b) to
the holders of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series D Preferred Stock,
except distributions made ratably on the Series D Preferred Stock and all other
such parity stock in proportion to the total amounts to which the holders of all
such shares are entitled upon such liquidation, dissolution or winding up.

     6. Consolidation, Merger, etc. In case the Corporation shall enter into any
consolidation, merger, combination, statutory share exchange or other
transaction in which the shares of BAX Stock are exchanged for or changed into
other stock or securities, cash or any other property, then in any such case the
then outstanding shares of Series D Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share equal to the Burlington
Formula Number then in effect times the aggregate amount of stock, securities,
cash or any other property (payable in kind), as the case may be, into which or
for which each share of BAX Stock is exchanged or changed.

     7.   Redemption; No Sinking Fund.


<PAGE>
<PAGE>

          (a) The outstanding shares of Series D Preferred Stock may be redeemed
at the option of the Board of Directors as a whole, but not in part, at any time
at which, in the good faith determination of the Board of Directors, no person
beneficially owns more than 10 percent of the aggregate voting power represented
by all the outstanding shares of capital stock of the Corporation generally
entitled to vote in the election of Directors of the Corporation, at a cash
price per share equal to (i) 125 percent of the product of the Burlington
Formula Number times the BAX Stock Market Value (as such term is hereinafter
defined), plus (ii) all dividends which on the redemption date have accrued on
the shares to be redeemed and have not been paid or declared and a sum
sufficient for the payment thereof set apart, without interest. The "BAX Stock
Market Value" on any date shall be deemed to be the average of the daily closing
prices, per share, of BAX Stock for the 30 consecutive Trading Days immediately
prior to the date in question. The closing price for each Trading Day shall be
the last sale price, regular way, or, in case no such sale takes place on such
Trading Day, the average of the closing bid and asked prices, regular way, in
either case as reported in the principal consolidated transaction reporting
system if BAX Stock is listed or admitted to trading on a national securities
exchange or, if BAX Stock is not listed or admitted to trading on any national
securities exchange, the last quoted price or, if not so quoted, the average of
the high bid and low asked prices in the over-the-counter market, as reported by
the National Association of Securities Dealers, Inc. Automated Quotations System
or such other system then in use, or, if on any such Trading Day BAX Stock is
not quoted by any such organization, the average of the closing bid and asked
prices as furnished by a professional market maker making a market in BAX Stock
selected by the Board of Directors of the Corporation. If on any such Trading
Day no market maker is making a market in BAX Stock, the fair value of BAX Stock
on such Trading Day shall mean the fair value of BAX Stock as determined in good
faith by the Board of Directors of the Corporation. "Trading Day" shall mean a
day on which the principal national securities exchange on which BAX Stock is
listed or admitted to trading is open for the transaction of business or, if BAX
Stock is not listed or admitted to trading on any national securities exchange,
a Monday, Tuesday, Wednesday, Thursday or Friday which is not a day on which
banking institutions in the Borough of Manhattan, the City of New York, are
authorized or obligated by law or executive order to close.

          (b) The shares of Series D Preferred Stock shall not


<PAGE>
<PAGE>

be subject to or entitled to the operation of a retirement or sinking fund.

     8. Ranking. The Series D Preferred Stock shall rank senior to Brink's
Stock, Minerals Stock and BAX Stock, on a parity with the Corporation's Series A
Participating Cumulative Preferred Stock, par value $10 per share, and the
Corporation's Series B Participating Cumulative Preferred Stock, par value $10
per share, and junior to all other series of Preferred Stock of the Corporation,
unless the Board of Directors shall specifically determine otherwise in fixing
the powers, preferences and relative, participating, optional and other special
rights of the shares of such series and the qualifications, limitations and
restrictions thereof.

     9. Fractional Shares. The Series D Preferred Stock shall be issuable upon
exercise of Pittston BAX Group Rights issued pursuant to the Rights Agreement in
whole shares or in any fraction of a share that is not smaller than one
one-thousandth (1/1000th) of a share or any integral multiple of such fraction.
At the election of the Corporation, prior to the first issuance of a share or a
fraction of a share of Series D Preferred Stock, either (1) certificates may be
issued to evidence such authorized fraction of a share of Series D Preferred
Stock, or (2) any such authorized fraction of a share of Series D Preferred
Stock may be evidenced by depositary receipts pursuant to an appropriate
agreement between the Corporation and a depositary selected by the Corporation;
provided that such agreement shall provide that the holders of such depositary
receipts shall have all the rights, privileges and preferences to which they are
entitled as beneficial owners of the Series D Preferred Stock.

     10. Reacquired Shares. Any shares of Series D Preferred Stock purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired
and canceled promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued shares of Preferred Stock,
without designation as to series until such shares are once more designated as
part of a particular series by the Board of Directors pursuant to the provisions
of the first paragraph of Division II of Article III.

     11. Amendment. None of the powers, preferences and relative, participating,
optional and other special rights of the Series D Preferred Stock as provided
herein shall be amended in any manner which would alter or change the powers,
preferences,


<PAGE>
<PAGE>

rights or privileges of the holders of Series D Preferred Stock so as to affect
them adversely without the affirmative vote of the holders of more than 66-2/3
percent of the outstanding shares of Series D Preferred Stock, voting as a
separate class.

                                   ARTICLE IV

     1. No holder of any class of capital stock of the Corporation shall have
any preemptive right to subscribe for, purchase or acquire (i) any shares of
capital stock of the Corporation, (ii) any securities convertible into or
exchangeable for any such shares or (iii) any options, warrants or rights to
subscribe for, purchase or acquire any of such shares or securities.

     2. Rights, options or warrants for the purchase of shares of any class of
capital stock of the Corporation may be issued upon such terms and conditions
and for such consideration as may be approved by the Board of Directors.
Approval of the shareholders of the Corporation shall not be required for any
such issue, whether or not issued to directors, officers or employees of the
Corporation or any of its subsidiaries rather than generally to holders of
shares of any such class.

                                    ARTICLE V

     1. The Board of Directors shall consist of such number of individuals, not
less than nine or more than fifteen, as shall be specified in or fixed in
accordance with the bylaws of the Corporation. Directors may be removed only
with cause.

     2. Directors shall be divided into three classes, each class to be as
nearly equal in number as possible, the number to be assigned each class to be
determined by, or in the manner provided in, the bylaws of the Corporation, or
in the absence of any such provision, then by the Directors prior to the
election of a particular class. At each annual meeting the successors to
directors whose terms shall expire that year shall be elected to a term of three
years; provided, however, that at least three directors shall be elected in each
year.

     3. In addition to any other vote that may be required by statute, stock
exchange regulations, these Articles of Incorporation or any amendment thereto,
or the bylaws of the Corporation, the vote of the holders of four-fifths of all
classes of stock of the Corporation entitled to vote in elections


<PAGE>
<PAGE>

of directors (considered for this purpose as one class) shall be required to
amend, alter, change or repeal Section 1 or Section 2 of this Article V or this
Section 3.

                                   ARTICLE VI

     The private property of the shareholders of the Corporation shall not be
subject to payment of corporate debts to any extent whatever.

                                   ARTICLE VII

     The Board of Directors shall have the power to make, amend or repeal bylaws
of the Corporation.

                                  ARTICLE VIII

     1. In any proceeding brought by a shareholder of the Corporation in the
right of the Corporation or brought by or on behalf of shareholders of the
Corporation, an officer or a director of the Corporation shall not be liable to
the Corporation or its shareholders for any monetary damages arising out of any
transaction, occurrence or course of conduct, unless in such proceeding a
judgment shall have been entered against the director or officer because of a
finding that the act or omission for which the officer or director was adjudged
liable had been proved to be due to his or her willful misconduct or a knowing
violation of the criminal law or any federal or state securities law.

     2. Without limiting any of the provisions of this Article VIII, each
officer, director or employee of the Corporation shall be entitled to indemnity,
including indemnity with respect to a proceeding by or in the right of the
Corporation, to the fullest extent required or permitted under the provisions of
the Stock Corporation Act of the Commonwealth of Virginia as in effect from time
to time, except only an indemnity against willful misconduct or a knowing
violation of the criminal law. No amendment or repeal of this Article VIII shall
apply to or have any effect on the rights provided under this Article VIII with
respect to any act or omission occurring prior to such amendment or repeal. The
Corporation shall promptly take all such actions, and make all such
determinations, as shall be necessary or appropriate to comply with its
obligation to make such indemnity and shall promptly pay or reimburse all
reasonable expenses, including attorneys' fees, incurred by any such officer,
director or


<PAGE>
<PAGE>

employee in connection with such actions and determinations or proceedings of
any kind arising therefrom.

     3. The Corporation shall promptly pay for or reimburse the reasonable
expenses, including attorneys' fees, incurred by an officer, director or
employee of the Corporation in connection with any proceeding (whether or not
made a party) arising from his or her status as such officer, director or
employee, in advance of final disposition of any such proceeding upon receipt by
the Corporation from such officer, director or employee of (a) a written
statement of good faith belief that he or she is entitled to indemnity by the
Corporation, and (b) a written undertaking, executed personally or on his or her
behalf, to repay the amount so paid or reimbursed if after final disposition of
such proceeding it is determined that he or she did not meet the applicable
standard of conduct.

     4. The rights of each officer, director or employee of the Corporation
under this Article VIII or as otherwise provided by law shall continue
regardless of cessation of their status as such and shall inure to the benefit
of their respective heirs, executors, administrators and legal representatives.
Such rights shall not prevent or restrict the power of the Corporation to make
or provide for any further indemnity, or provisions for determining entitlement
to indemnity, pursuant to one or more indemnification agreements, bylaws, or
other arrangements (including, without limitation, creation of trust funds or
security interests funded by letters of credit or other means) approved by the
Board of Directors (whether or not any of the directors of the Corporation shall
be a party to or beneficiary of any such agreements, bylaws or arrangements);
provided, however, that any provision of such agreements, bylaws or other
arrangements shall not be effective if and to the extent that it is determined
to be contrary to this Article VIII or applicable laws of the Commonwealth of
Virginia.

     5. The rights to indemnity and payment or reimbursement of expenses
provided under this Article VIII shall extend to any individual who, while a
director or officer of the Corporation, is or was serving at the Corporation's
request as a director, officer, partner, trustee (including service as a named
fiduciary), employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.

     6. The provisions of this Article VIII shall be applicable


<PAGE>
<PAGE>

regardless of when a transaction, occurrence or course of conduct on which a
proceeding is based, in whole or in part, took place.

     7. Each provision in this Article VIII shall be severable, and an adverse
determination as to any such provision shall in no way affect the validity of
any other provision. The provisions of this Article VIII shall be in addition
to, and not in limitation of, all rights to indemnity and payment or
reimbursement of expenses required or permitted by applicable provisions of law.

    3. Pursuant to Section 13.1-607 of the Virginia Stock Corporation Act, the
Board of Directors of Pittston Company has authorized this correction of the
Restated Articles of Incorporation.

     IN WITNESS WHEREOF, The Pittston Company has caused this instrument to be
signed by its Secretary this 16th day of March, 1998.

                                           THE PITTSTON COMPANY
                                           By /s/ Austin F. Reed
                                           Austin F. Reed, Secretary

<PAGE>

