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                                         Exhibit 10(c)

        
        EXECUTIVE AGREEMENT 
        dated as of August 7, 1998, 
        between The Pittston Company, 
        a Virginia corporation ("the Company"), 
        and Robert T. Ritter (the "Executive").



The Company and the Executive agree as follows:

SECTION 1.  Definitions.  As used in this 
Agreement:

(a)  "Affiliate" has the meaning ascribed thereto 
in Rule 12b-2 pursuant to the Securities Exchange Act of 
1934, as amended (the "Act").

(b)  "Board" means the Board of Directors of the 
Company.

(c)  "Cause" means (i) an act or acts of 
dishonesty on the Executive's part which are intended to 
result in the Executive's substantial personal enrichment at 
the expense of the Company or (ii) repeated material 
violations by the Executive of the Executive's obligations 
under Section 3 or Section 11 which are demonstrably willful 
and deliberate on the Executive's part and which have not 
been cured by the Executive within a reasonable time after 
written notice to the Executive specifying the nature of 
such violations.  Notwithstanding the foregoing, the 
Executive shall not be deemed to have been terminated for 
Cause without (1) reasonable notice to the Executive setting 
forth the reasons for the Company's intention to terminate 
for Cause, (2) an opportunity for the Executive, together 
with his counsel, to be heard before the Board, and 
(3) delivery to the Executive of a Notice of Termination, as 
defined in Section 4(d) hereof, from the Board finding that 
in the good faith opinion of three-quarters (3/4) of the 
Board the Executive was guilty of conduct set forth above in 
clause (i) or (ii) hereof, and specifying the particulars 
thereof in detail.

(d)  A "Change in Control" shall be deemed to 
occur (1) upon the approval of the shareholders of the 
Company (or if such approval is not required, the approval 
of the Board) of (A) any consolidation or merger of the 
Company in which the Company is not the continuing or 
surviving corporation or pursuant to which the shares of all 
classes of the Company's Common Stock would be converted 
into cash, securities or other property other than a 
consolidation or merger in which holders of the total voting 
power in the election of directors of the Company of all 
classes of Common Stock outstanding (exclusive of shares 
held by the Company's Affiliates) (the "Total Voting Power") 
immediately prior to the consolidation or merger will have 
the same proportionate ownership of the total voting power 
in the election of directors of the surviving corporation 
immediately after the consolidation or merger, or (B) any 



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sale, lease, exchange or other transfer (in one transaction 
or a series of transactions) of all or substantially all the 
assets of the Company, (2) when any "person" (as defined in 
Section 13(d) of the Act), other than the Company, its 
Affiliates or an employee benefit plan or trust maintained 
by the Company or its Affiliates, shall become the 
"beneficial owner" (as defined in Rule 13d-3 under the Act), 
directly or indirectly, of more than 20% of the Total Voting 
Power or (3) if at any time during a period of two 
consecutive years, individuals who at the beginning of such 
period constituted the Board shall cease for any reason to 
constitute at least a majority thereof, unless the election 
by the Company's shareholders of each new director during 
such two-year period was approved by a vote of at least two-
thirds of the directors then still in office who were 
directors at the beginning of such two-year period.

(e)  "Good Reason" means:

(i) without the Executive's express written con-
sent and excluding for this purpose an isolated, insub-
stantial and inadvertent action not taken in bad faith 
and which is remedied by the Company or its Affiliates 
promptly after receipt of notice thereof given by the 
Executive, (A) the assignment to the Executive of any 
duties inconsistent in any respect with the Executive's 
position (including status, offices, titles and 
reporting requirements), authority, duties or 
responsibilities as contemplated by Section 3(a) 
hereof, (B) any other action by the Company or its 
Affiliates which results in a diminution in such 
position, authority, duties or responsibilities, or (C) 
any failure by the Company to comply with any of the 
provisions of Section 3(b) hereof;

(ii) without the Executive's express written con-
sent, the Company's requiring the Executive's work 
location to be other than as set forth in 
Section 3(a)(i);

(iii) any failure by the Company to comply with and 
satisfy Section 10(a); or

(iv) any breach by the Company of any other 
material provision of this Agreement.

(f)  "Incapacity" means any physical or mental 
illness or disability of the Executive which continues for a 
period of six consecutive months or more and which at any 
time after such six-month period the Board shall reasonably 
determine renders the Executive incapable of performing his 
or her duties during the remainder of the Employment Period.

(g)  "Operative Date" means the date on which a 
Change in Control shall have occurred.

SECTION 2.  Employment Period.  The Company hereby 
agrees to continue the Executive in its employ, and the 
Executive hereby agrees to remain in the employ of the 
Company subject to the terms and conditions of this Agree-
ment, for the period commencing on the Operative Date and 



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ending on the third anniversary of such date (the "Employ-
ment Period").

SECTION 3.  Terms of Employment.  (a)  Position 
and Duties.  (i)  During the Employment Period:  (A) the 
Executive's position (including status, offices, titles and 
 reporting requirements), authority, duties and responsibil-
ities shall be at least commensurate in all material 
respects with the most significant of those held, exercised 
and assigned immediately prior to the Operative Date, and 
(B) the Executive's services shall be performed at the loca-
tion at which the Executive was based on the Operative Date 
and the Company shall not require the Executive to travel on 
Company business to a substantially greater extent than 
required immediately before the Operative Date, except for 
travel and temporary assignments which are reasonably 
required for the full discharge of the Executive's 
responsibilities and which are consistent with the 
Executive's being so based.  

(ii)  During the Employment Period, and excluding 
any periods of vacation and sick leave to which the 
Executive is entitled, the Executive agrees to devote 
reasonable attention and time during normal business hours 
to the business and affairs of the Company and, to the 
extent necessary to discharge the responsibilities assigned 
to the Executive hereunder, to use the Executive's reason-
able best efforts to perform faithfully and efficiently such 
responsibilities.   All such services as an employee or 
officer will be subject to the direction and control of the 
Chief Executive Officer of the Company or of an appropriate 
senior official designated by such Chief Executive Officer.

(b)  Compensation.  (i)  Salary and Bonus.  
During the first year of the Executive's Employment Period 
the Executive will receive compensation at an annual rate 
equal to the sum of (A) a salary ("Annual Base Salary") not 
less than the Executive's annualized salary in effect 
immediately prior to the Operative Date, plus (B) a bonus 
("Annual Bonus") not less than the aggregate amount of the 
Executive's highest bonus award under the Key Employees 
Incentive Plan or any substitute or successor plan for the 
last three calendar years preceding the Operative Date.  
During the Employment Period, on each anniversary of the 
Operative Date the Executive's compensation in effect on 
such anniversary date shall be increased for the remaining 
Employment Period by not less than the higher of (A) 5% or 
(B) 80% of the percentage change in the Consumer Price Index 
(All Urban Consumers) for the twelve month period ended 
immediately prior to the month in which such anniversary 
date occurs.

(ii)  Incentive, Savings and Retirement Plans.  
During the Employment Period, the Executive will be entitled 
 to (A) continue to participate in all incentive, savings 
and retirement plans and programs generally applicable to 
full-time officers or employees of the Company, including, 
without limitation, the Company's Pension-Retirement Plan, 
Pension Equalization Plan, Savings-Investment Plan, Employee 
Stock Purchase Plan and Key Employees Deferred Compensation 
Program, or (B) participate in incentive, savings and 



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retirement plans and programs of a successor to the Company 
which have benefits that are not less favorable to the 
Executive.

(iii)  Welfare Benefit Plans.  During the 
Employment Period, the Executive and/or the Executive's 
family or beneficiary, as the case may be, shall be eligible 
to (A) participate in and shall receive all benefits under 
welfare benefit plans and programs generally applicable to 
full-time officers or employees of the Company, including, 
without limitation, medical, disability, group life, 
accidental death and travel accident insurance plans and 
programs, or (B) participate in welfare benefit plans and 
programs of a successor to the Company which have benefits 
that are not less favorable to the Executive.

(iv)  Business Expenses.  During the Employment 
Period the Company shall, in accordance with policies then 
in effect with respect to the payment of expenses, pay or 
reimburse the Executive for all reasonable out-of-pocket 
travel and other expenses (other than ordinary commuting 
expenses) incurred by the Executive in performing services 
hereunder.  All such expenses shall be accounted for in such 
reasonable detail as the Company may require.

(v)  Vacations.  The Executive shall be entitled 
to periods of vacation not less than those to which the 
Executive was entitled immediately prior to the Operative 
Date.

SECTION 4.   Termination of Employment.  

(a)  Death or Incapacity.  The Executive's 
employment shall terminate automatically upon the 
Executive's death during the Employment Period.  The 
Executive's employment shall cease and terminate on the date 
of determination by the Board that the Incapacity of the 
Executive has occurred during the Employment Period 
("Incapacity Effective Date").

(b)  Cause.  The Company may terminate the 
Executive's employment for Cause, as defined herein, pursu-
ant to the Board passing a resolution that such Cause 
exists.

(c)     Good Reason.  The Executive may terminate his 
or her employment for Good Reason, as defined herein.

(d)  Notice of Termination.  Any termination by 
the Company for Cause or Incapacity, or by the Executive for 
Good Reason, shall be communicated by Notice of Termination 
to the other party hereto given in accordance with 
Section 12 of this Agreement.  For purposes of this Agree-
ment, a "Notice of Termination" means a written notice which 
(i) indicates the specific termination provision in this 
Agreement relied upon, (ii) to the extent applicable, sets 
forth in reasonable detail the facts and circumstances 
claimed to provide a basis for termination of the 
Executive's employment under the provision so indicated, 
(iii) in the case of termination by the Company for Cause or 
for Incapacity, confirms that such termination is pursuant 



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to a resolution of the Board, and (iv) if the Date of 
Termination (as defined below) is other than the date of 
receipt of such notice, specifies the termination date 
(which date shall be not more than 30 days after the giving 
of such notice).  The failure by the Executive or the 
Company to set forth in the Notice of Termination any fact 
or circumstance which contributes to a showing of Good 
Reason, Incapacity or Cause shall not serve to waive any 
right of the Executive or the Company, respectively, here-
under or preclude the Executive or the Company, 
respectively, from asserting such fact or circumstance in 
enforcing the Executive's or the Company's rights hereunder.

(e)  Date of Termination.  "Date of Termination" 
means (i) if the Executive's employment is terminated by the 
Company for Cause or by the Executive for Good Reason, the 
date of receipt of the Notice of Termination or any later 
date specified therein, as the case may be, (ii) if the 
Executive's employment is terminated by the Company other 
than for Cause or Incapacity, the Date of Termination shall 
be the date on which the Company notifies the Executive of 
such termination, and (iii) if the Executive's employment is 
terminated by reason of death or Incapacity, the Date of 
Termination shall be the date of death of the Executive or 
the Incapacity Effective Date, as the case may be.

SECTION 5.  Obligations of the Company Upon 
Termination.  (a)  Termination for Good Reason or for 
Reasons Other Than for Cause, Death or Incapacity.  If, 
during the Employment Period, the Company shall terminate 
the Executive's employment other than for Cause or 
Incapacity or the Executive shall terminate his or her 
employment for Good Reason:

(i) the Company shall pay to the Executive in a 
lump sum in cash within 30 days after the Date of 
Termination the aggregate of the following amounts:

(A) the sum of (1) the Executive's currently 
effective Annual Base Salary through the Date of 
Termination to the extent not theretofore paid, 
(2) the product of (x) the currently effective 
Annual Bonus and (y) a fraction, the numerator of 
which is the number of days in the current fiscal 
year through the Date of Termination, and the 
denominator of which is 365 and (3) any 
compensation previously deferred by the Executive 
(together with any accrued interest or earnings 
thereon) and any accrued vacation pay, in each 
case to the extent not theretofore paid (the sum 
of the amounts described in clauses (1), (2), and 
(3) shall be hereinafter referred to as the 
"Accrued Obligations"); and

(B) the amount equal to the product of 
(1) three and (2) the sum of (x) the Executive's 
Annual Base Salary and (y) his or her Annual 
Bonus; 

(ii) in addition to the retirement benefits to 
which the Executive is entitled under the Company's 



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Pension-Retirement Plan and Pension Equalization Plan 
or any successor plans thereto (collectively, the 
"Pension Plans"), the Company shall pay the Executive 
the excess of (x) the retirement pension which the 
Executive would have accrued under the terms of the 
Pension Plans (without regard to any amendment to the 
Pension Plans made subsequent to a Change in Control 
and on or prior to the Date of Termination, which 
amendment adversely affects in any manner the 
computation of retirement benefits thereunder), 
determined as if the Executive were fully vested 
thereunder and had accumulated (after the Date of 
Termination) thirty-six additional months of Benefit 
Accrual Service credit (as such term is defined in the 
Pension Plans) thereunder and treating the amounts paid 
under clause (i)(B) of this Section 5(a) as 
compensation paid during a thirty-six month period for 
purposes of calculating Average Salary and benefits 
under the Pension Plans, over (y) the retirement 
pension which the Executive had then accrued pursuant 
to the provisions of the Pension Plans, such pension 
benefits to thereafter be paid and funded in accordance 
with the terms of the Pension Plans and the Trust 
Agreement dated as of September 16, 1994, by and 
between the Company and The Chase Manhattan Bank 
(N.A.), as Trustee;

(iii) for three years after the Executive's Date of 
Termination, or such longer period as may be provided 
by the terms of the appropriate plan, program, practice 
or policy, the Company shall continue benefits to the 
Executive and/or the Executive's family at least equal 
to those which would have been provided to them in 
accordance with benefit plans, programs, practices and 
policies, including, without limitation, those 
described in Section 3(b)(iii) of this Agreement if the 
Executive's employment had not been terminated or, if 
more favorable to the Executive, as in effect generally 
at any time thereafter, provided, however, that if the 
Executive becomes reemployed with another employer and 
is eligible to receive medical benefits under another 
employer-provided plan, the medical benefits shall be 
secondary to those provided under such other plan 
during such applicable period of eligibility and 
further provided, however, that the rights of the 
Executive and/or the Executive's family under 
Section 4980B(f) of the Code shall commence at the end 
of such three-year period;

(iv) the Company shall, at its sole expense as 
incurred, provide the Executive with reasonable out-
placement services for a period of up to one year from 
the Date of Termination, the provider of which shall be 
selected by the Executive in his or her sole discre-
tion;

(v) the Company shall pay in cash, at the request 
of the Executive, the spread between the option price 
and market value with respect to all unexercised stock 
options granted before the Date of Termination, whether 
or not such options are exercisable on the date of such 



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request.  Market value shall be deemed to be the last 
closing price for the stock subject to such option on 
the New York Stock Exchange on the Date of Termination 
or, should the stock cease to be listed on such 
Exchange prior to the Date of Termination, on the last 
date on which such stock was traded; and

(vi) to the extent not theretofore paid or pro-
vided, the Company shall timely pay or provide to the 
Executive any other amounts or benefits required to be 
paid or provided or which the Executive is eligible to 
receive under any plan, program, policy or practice or 
contract or agreement of the Company and its 
Affiliates, including earned but unpaid stock and 
similar compensation (such other amounts and benefits 
shall be hereinafter referred to as the "Other 
Benefits").

(b)  Death or Incapacity.  If the Executive's 
employment is terminated by reason of the Executive's death 
or Incapacity during the Employment Period, this Agreement 
shall terminate without further obligations to the 
Executive's legal representatives under this Agreement, 
other than for (i) timely payment of Accrued Obligations and 
(ii) provision by the Company of death benefits or dis-
ability benefits for termination due to death or Incapacity, 
respectively, in accordance with Section 3(b)(iii) as in 
effect at the Operative Date or, if more favorable to the 
Executive, at the Executive's Date of Termination.

(c)     Cause; Other than for Good Reason.  If the 
Executive's employment shall be terminated for Cause during 
the Employment Period, this Agreement shall terminate with-
out further obligations to the Executive other than timely 
payment to the Executive of (x) the Executive's currently 
effective Annual Base Salary through the Date of 
Termination, (y) the amount of any compensation previously 
deferred by the Executive and any and all amounts matched by 
the Company or any of the Affiliates, including, without 
limitation, all proceeds thereof and all amounts 
attributable thereto, and (z) Other Benefits, in each case 
to the extent theretofore unpaid.  If the Executive 
voluntarily terminates employment during the Employment 
Period, excluding a termination for Good Reason, this 
Agreement shall terminate without further obligations to the 
Executive, other than for the timely payment of Accrued 
Obligations and Other Benefits.

SECTION 6.  Non-exclusivity of Rights.  Nothing in 
this Agreement shall prevent or limit the Executive's con-
tinuing or future participation in any plan, program, policy 
or practice provided by the Company or any of its Affiliates 
and for which the Executive may qualify, nor, subject to 
Section 15(c), shall anything herein limit or otherwise 
affect such rights as the Executive may have under any 
contract or agreement with the Company or any of its 
Affiliates.  Amounts which are vested benefits or which the 
Executive is otherwise entitled to receive under any plan, 
policy, practice or program of or any contract or agreement 
with the Company or any of its Affiliates at or subsequent 
to the Date of Termination shall be payable in accordance 



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with such plan, policy, practice or program or contract or 
agreement except as explicitly modified by this Agreement.

SECTION 7.  No Mitigation.  The Company agrees 
that, if the Executive's employment is terminated during the 
term of this Agreement for any reason, the Executive is not 
required to seek other employment or to attempt in any way 
to reduce any amounts payable to the Executive hereunder.  
Further, except as provided in Section 5(a)(iii) hereof, the 
amount of any payment or benefit provided hereunder shall 
not be reduced by any compensation earned by the Executive 
as the result of employment by another employer, by 
retirement benefits, by offset against any amount claimed to 
be owed by the Executive to the Company, or otherwise.

SECTION 8.  Full Settlement.  Subject to full 
compliance by the Company with all of its obligations under 
this Agreement, this Agreement shall be deemed to constitute 
the settlement of such claims as the Executive might other-
wise be entitled to assert against the Company by reason of 
the termination of the Executive's employment for any reason 
during the Employment Period.  The Company's obligation to 
make the payments provided for in this Agreement and other-
wise to perform its obligations hereunder shall not be 
affected by any set-off, counterclaim, recoupment, defense 
or other claim, right or action which the Company may have 
against the Executive or others.  In no event shall the 
Executive be obligated to seek other employment or take any 
other action by way of mitigation of the amounts payable to 
the Executive under any of the provisions of this Agreement 
and such amounts shall not be reduced, except as explicitly 
provided in Section 5(a)(iii), whether or not the Executive 
obtains other employment.  The Company agrees to pay as 
incurred, to the full extent permitted by law, all legal 
fees and expenses which the Executive may reasonably incur 
as a result of any contest (regardless of the outcome 
thereof) by the Company, the Executive or others of the 
validity or enforceability of, or liability under, any pro-
vision of this Agreement or any guarantee of performance 
thereof.

SECTION 9.  Certain Additional Payments by the 
Company.  Anything in this Agreement to the contrary 
notwithstanding, in the event that it shall be determined 
that any payment or distribution by the Company to or for 
the benefit of the Executive (whether paid or payable or 
distributed or distributable) pursuant to the terms of this 
Agreement or otherwise (collectively, the "Payments") but 
determined without regard to any additional payments 
required under this Section 9, would be subject to the 
excise tax imposed by Section 4999 of the Internal Revenue 
Code of 1986, as amended, the Executive shall be entitled to 
receive an additional payment (the "Gross-Up Payment") in an 
amount equal to (i) the amount of the excise tax imposed on 
the Executive in respect of the Payments (the "Excise Tax") 
plus (ii) all federal, state and local income, employment 
and excise taxes (including any interest or penalties 
imposed with respect to such taxes) imposed on the Executive 
in respect of the Gross-Up Payment, such that after payments 
of all such taxes (including any applicable interest or 
penalties) on the Gross-Up Payment, the Executive retains a 



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portion of the Gross-Up Payment equal to the Excise Tax.

SECTION 10.  Successors; Binding Agreement.  

(a)  The Company will require any successor 
(whether direct or indirect, by purchase, merger, 
consolidation or otherwise) to all or substantially all of 
the business or assets of the Company, by agreement, in form 
and substance satisfactory to the Executive, expressly to 
assume and agree to perform this Agreement in the same 
manner and to the same extent that the Company would be 
required to perform if no such succession had taken place.  
Failure of the Company to obtain such assumption and 
agreement prior to the effectiveness of any such succession 
will be a breach of this Agreement and entitle the Executive 
to compensation from the Company in the same amount and on 
the same terms as the Executive would be entitled to 
hereunder had the Company terminated the Executive for 
reason other than Cause or Incapacity on the succession 
date.  As used in this Agreement, "the Company" means the 
Company as defined in the preamble to this Agreement and any 
successor to its business or assets which executes and 
delivers the agreement provided for in this Section 10 or 
which otherwise becomes bound by all the terms and 
provisions of this Agreement by operation of law or other-
wise.

(b)  This Agreement shall be enforceable by the 
Executive's personal or legal representatives, executors, 
administrators, successors, heirs, distributees, devisees 
and legatees.

SECTION 11.  Non-assignability.  This Agreement is 
personal in nature and neither of the parties hereto shall, 
without the consent of the other, assign or transfer this 
Agreement or any rights or obligations hereunder, except as 
provided in Section 10 hereof.  Without limiting the fore-
going, the Executive's right to receive payments hereunder 
shall not be assignable or transferable, whether by pledge, 
creation of a security interest or otherwise, other than a 
transfer by his or her will or by the laws of descent or 
distribution, and, in the event of any attempted assignment 
or transfer by the Executive contrary to this Section, the 
Company shall have no liability to pay any amount so 
attempted to be assigned or transferred.

SECTION 12.  Notices.  For the purpose of this 
Agreement, notices and all other communications provided for 
herein shall be in writing and shall be deemed to have been 
duly given when delivered or mailed by United States regis-
tered or certified mail, return receipt requested, postage 
prepaid, addressed as follows:

If to the Executive:    Mr. Robert T. Ritter
                                1348 Cumberland Drive
                                Harrisonburg, VA 22801

If to the Company:      The Pittston Company
                                1000 Virginia Center Parkway
                                P.O. Box 4229
                                Glen Allen, VA 23058-4229



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                                Attention of Corporate
                                 Secretary


or to such other address as either party may have furnished 
to the other in writing in accordance herewith, except that 
notices of change of address shall be effective only upon 
receipt.

SECTION 13.  Operation of Agreement.  (a) This 
Agreement shall be effective immediately upon its execution 
and continue to be effective so long as the Executive is 
employed by the Company or any of its Affiliates.  The 
provisions of this Agreement do not take effect until the 
Operative Date.

(b)     Notwithstanding anything in Section 13(a) to 
the contrary, this Agreement shall, unless extended by 
written agreement of the parties hereto, terminate, without 
further action by the parties hereto, on the tenth 
anniversary of the date of this Agreement if a Change in 
Control shall not have occurred prior to such tenth 
anniversary date.

SECTION 14.  Governing Law.  The validity, inter-
pretation, construction and performance of this Agreement 
shall be governed by the laws of the Commonwealth of 
Virginia without reference to principles of conflict of 
laws.

SECTION 15.  Miscellaneous.  (a)  This Agreement 
contains the entire understanding with the Executive with 
respect to the subject matter hereof and supersedes any and 
all prior agreements or understandings, written or oral, 
relating to such subject matter.  No provisions of this 
Agreement may be modified, waived or discharged unless such 
modification, waiver or discharge is agreed to in writing 
signed by the Executive and the Company.

(b)  The invalidity or unenforceability of any 
provision of this Agreement shall not affect the validity or 
enforceability of any other provision of this Agreement.

(c)     Except as provided herein, this Agreement 
shall not be construed to affect in any way any rights or 
obligations in relation to the Executive's employment by the 
Company or any of its Affiliates prior to the Operative Date 
or subsequent to the end of the Employment Period.

(d)  This Agreement may be executed in one or more 
counterparts, each of which shall be deemed to be an origi-
nal but all of which together will constitute one and the 
same Agreement.

(e)  The Company may withhold from any benefits 
payable under this Agreement all Federal, state, city or 
other taxes as shall be required pursuant to any law or 
governmental regulation or ruling.

(f)  The captions of this Agreement are not part 
of the provisions hereof and shall have no force or effect.



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IN WITNESS WHEREOF, the parties have caused this 
Agreement to be executed and delivered as of the day and 
year first above set forth.



                                THE PITTSTON COMPANY,



                                By /s/ Michael T. Dan
                                   Michael T. Dan
                                   President and Chief
                                   Executive Officer


                                /s/ Robert T. Ritter
                                Robert T. Ritter


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