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Sample Business Contracts

Supplemental Retirement Benefit Agreement - Pittston Co. and Robert D. Duke

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                                   As of September 16, 1994
  
  
  
  Robert D. Duke, Esq.
  67 Ridgefield Road
  Wilton, CT  06897
  
  Dear Bob:
  
        With reference to the letter agreement with you dated
  as of November 1, 1993 (the "Agreement"), providing, among
  other things, for pension and related payments under the
  Company's Pension Equalization Plan and under your agreement
  with the Company dated as of October 1, 1989, this confirms
  that the Company has agreed with you to provide additional
  assurance that such payments will be made in the event of a
  Change in Control as hereinafter defined.  Accordingly, the
  Agreement is hereby amended by inserting the following Section
  3A immediately before Section 4 of the Agreement:
                      
        3A.  Supplemental Retirement Benefit; Change
     in Control.  The provisions of this Paragraph 3A shall be
     controlling, anything in the other provisions of this
     Agreement to the contrary notwithstanding. 
  
                  (a)  In the event that a Change in
          Control (as hereinafter defined in subparagraph
          (b) of this Paragraph 3A shall occur or the
          Company's Board of Directors shall in its
          discretion determine that a Change in Control is
          anticipated within 90 days from the date of such
          determination, the Company shall forthwith take
          such action as shall be necessary or appropriate
          to activate the trust agreement dated as of
          September 15, 1994 between the Company and The
          Chase Manhattan Bank (National Association), as
          trustee, by the payment in cash to the trustee
          under such trust agreement of the aggregate
          amount which A. Foster Higgins & Co. Inc.
          (or another nationally recognized firm of
          actuaries selected by the Board) shall
          determine, on the basis of mortality and
          other assumptions at the time applicable
          under the Pittston Pension Plan, to be
          required to provide all projected benefit
          obligations to you (or your beneficiary)
          under Paragraph 3(c) of this Agreement, as
          of the date the Change in Control occurs or
          as of the date of such determination, as
          the case may be.  All expenses and income
          and other taxes in connection with the
          establishment and operation of such trust
          shall be paid by the Company.
        
                  (b)  For purposes of this Paragraph
          3A, a Change in Control shall be deemed to occur
          if either (i) any person, or any two or more
          persons acting as a group, and all affiliates of
          such person or persons, shall own beneficially
          more than 20% of the total voting power in the
          election of directors of the Company of shares
          of all classes of Common Stock of the Company
          outstanding (exclusive of shares held by any
          corporation of which shares representing at
          least 50% of the ordinary voting power are
          owned, directly or indirectly by the Company)
          pursuant to a tender offer, exchange offer or
          series of purchases or  other acquisitions, or
          any combination of those transactions, or (ii)
          there shall be a change in the composition of
          the Company's Board of Directors at any time
          within two years after any tender offer,
          exchange offer, merger, consolidation, share
          exchange, sale of assets or contested election,
          or any combination of those transactions (a
          "Transaction"), so that (i) the persons who were
          directors of the Company immediately before the
          first such Transaction cease to constitute a
          majority of the board of directors of the
          corporation which shall thereafter be in control
          of the companies or other entities that were
          parties to or otherwise involved in such
          first Transaction, or (ii) the number of
          persons who shall thereafter be directors
          of such corporation shall be fewer than
          two-thirds of the number of directors of
          the Company immediately prior to such first
          Transaction.  A Change in Control shall be
          deemed to take place upon the first to
          occur of the events specified in the fore
          going clauses (i) and (ii).
                  
                  (c)  In addition to all other rights
          under applicable law, you shall, from and after
          the date on which a Change in Control shall
          occur or be anticipated as provided in sub-
          paragraph (b) above, have the right to bring an
          action to enforce the provisions of this Para-
          graph 3A by seeking injunctive relief and/or
          damages, and the Company shall be obligated to
          pay or reimburse you to the extent that you
          prevail, in whole or in substantial part, for
          all reasonable expenses, including attorney's
          fees, in connection with such action.
                  
                  (d)  The foregoing provisions of this
          Paragraph 3A shall be construed liberally to the
          end that accrued benefits under this Paragraph
          3A shall be assured to the fullest extent
          practicable; provided, however, that nothing in
          this Paragraph 3A shall be construed in a manner
          that would subject you to current taxation on
          establishment of the trust.
  
                  (e)  Nothing in this Paragraph 3A
          shall of itself be deemed to increase the amount
          of any accrued benefits to which you shall have
          become entitled under Paragraph 3 of this Agree-
          ment.  The establishment and activation of the
          trust agreement referred to in subparagraph (a)
          of this Paragraph 3A shall not be deemed to
          relieve the Company of its obligations to you
          under such Paragraph 3 except pro tanto to the
          extent that amounts in respect thereof are paid
          under such trust agreement to you.
  
        2.  Except as hereinabove provided, the Agreement
  shall remain in full force and effect.  
  
        Please confirm that the foregoing is in accordance
  with our agreement.
  
                                    Very truly yours,
  
                                    THE PITTSTON COMPANY
  
  
                               
                                    By______________________
                                            Chairman
  
          
        I hereby confirm that the foregoing is in accordance
  with our agreement.
          
  
  
                                    ________________________
                                       Robert D. Duke