Sample Business Contracts

Supplemental Retirement Benefit Agreement - Pittston Co. and Jonathan M. Sturman

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                                  As of September 16, 1994
  Mr. Jonathan M. Sturman
  23 Oakwood Drive
  Weston, CT 06883
  Dear Jon:
             With reference to the letter agreement with you
  dated as of October 1, 1988 (the "Agreement") providing for
  your Supplemental Retirement benefit, this confirms that The
  Pittston Company (the "Company") has agreed with you to
  provide additional assurance that such benefit will be paid
  in the event of a Change in Control as hereinafter defined. 
  Accordingly, the Agreement is hereby amended by inserting the
  following paragraph 1A immediately before paragraph 2
             1A.  Supplemental Retirement Benefit; Change
        in Control.  The provisions of this Paragraph 1A 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 1A shall occur or the
                  Company's Board of Directors shall in its dis-
                  cretion determine that a Change in Control is
                  anticipated within 90 days from the date of
                  such determination, the Company shall forthwith
                  take such action as shall be necessary or
                  appropriate to activate the trust agreement
                  dated as of September 15, 1994 between the
                  Company and The Chase Manhattan Bank (National
                  Association), as trustee, by the payment in
                  cash to the trustee under such trust agreement
                  of the aggregate 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 1 of
                  this Agreement, as of the date the Change in
                  Control occurs or as of the date of such de-
                  termination, 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
                  1A, 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 Com-
                  mon 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 com-
                  bination 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 foregoing 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 subparagraph (b) above, have the
                  right to bring an action to enforce the
                  provisions of this paragraph 1A 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 1A shall be construed
                  liberally to the end that accrued benefits
                  under this paragraph 1A shall be assured to
                  the fullest extent practicable; provided,
                  however, that nothing in this paragraph 1A
                  shall be construed in a manner that would
                  subject you to current taxation on
                  establishment of the trust.
                       (e)  Nothing in this paragraph 1A
                  shall of itself be deemed to increase the
                  amount of any accrued benefits to which you
                  shall have become entitled under paragraph 1
                  of this Agreement.  The establishment and
                  activation of the trust agreement referred to
                  in subparagraph (a) of this paragraph 1A
                  shall not be deemed to relieve the Company of
                  its obligations to you under such Paragraph 1
                  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
             I hereby confirm that the foregoing is in
     accordance with our agreement.
                                          Jonathan M. Sturman