Supplemental Retirement Benefit Agreement - Pittston Co. and Jonathan M. Sturman
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
thereof:
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
By______________________
Chairman
I hereby confirm that the foregoing is in
accordance with our agreement.
________________________
Jonathan M. Sturman