<PAGE>

                                                                     Exhibit 4.5
                                                                     -----------







                           THE SAVINGS-INVESTMENT PLAN
                                       OF
                              THE PITTSTON COMPANY
                              AND ITS SUBSIDIARIES

                (As Amended and Restated as of January 14, 2000)
<PAGE>

                                TABLE OF CONTENTS
                                -----------------

                                                                            Page
                                                                            ----

PREAMBLE......................................................................1

ARTICLE I          DEFINITIONS................................................2

ARTICLE II         PARTICIPATION.............................................14
                   Prior Participants........................................14
                   New Participants..........................................14
                   Service for Participation.................................15
                   Application...............................................16
                   Notice, Election or Request by Participant
                     or Beneficiary..........................................15
                   Reemployment..............................................16

ARTICLE III        VESTING...................................................18
                   Contributions Other Than Matching
                     Contributions...........................................18
                   Matching Contributions....................................18
                   Service for Vesting.......................................19
                   Forfeitures...............................................19

ARTICLE IV         CONTRIBUTIONS.............................................20
                   Basic Salary Reduction....................................20
                   Supplemental Salary Reduction.............................21
                   Basic and Supplemental Contributions......................21
                   Matching Contributions....................................22
                   Supplemental Contributions Deemed
                     Basic Contributions.....................................23
                   Changes in Salary Reduction...............................23
                   Effect of Suspensions.....................................24
                   Resumption of Salary Reductions...........................24
                   Prohibition Against Reversion.............................24
                   Limitations Relating to Deferral and
                     Contribution Percentages................................25

ARTICLE V          INVESTMENT PROVISIONS.....................................30
                   Contributions to Fund.....................................30
                   Participant's Accounts....................................30
                   Investment of Basic, Supplemental,
                     and After Tax Contributions.............................31
                   Investment of Pre-1985 Contributions and
                     Matching Contributions..................................32
                   Company Stock Fund........................................32
                   Dividends and Stock Splits................................33
                   Stock Rights, Warrants and Options........................34
<PAGE>

                                                                            Page
                                                                            ----

                   Valuation of the Funds....................................34
                   Account Statements........................................36
                   Voting Rights.............................................37
                   Confidentiality of Information............................39
                   Changes in Contributions and Transfers
                     Among Investment Funds..................................40

ARTICLE VI         DISTRIBUTION OF ACCOUNTS..................................42
                   Distribution of Contributions.............................42
                   Withdrawals of After-Tax Contributions,
                   Matching Contributions and Rollover
                   Contributions.............................................47
                   Withdrawals of Basic and Supplemental
                   Contributions.............................................49
                   Hardship Withdrawals......................................49
                   Suspension Rules..........................................52
                   Loans.....................................................53
                   Direct Rollover...........................................60
                   Administration of Loan and Withdrawal.....................61

ARTICLE VII        APPOINTMENT OF NAMED FIDUCIARIES..........................61
                   Named Fiduciaries.........................................61
                   Plan Administrator........................................62
                   Appointment of Pension Committee..........................62
                   Appointment of the Administrative
                   Committee.................................................62
                   Existence of Committees...................................62
                   Vacancies and Resignations................................63
                   Committee Officers........................................63
                   Committee Meetings........................................63
                   Employment of Experts.....................................64
                   Committee Compensation....................................64
                   Payment of Expenses.......................................64
                   Binding Action............................................65
                   Service in Various Fiduciary Capacities...................65

ARTICLE VIII       POWERS AND DUTIES OF NAMED FIDUCIARIES....................65
                   Board Powers and Duties...................................65
                   Pension Committee Powers and Duties.......................67
                   Administrative Committee Powers and
                     Duties..................................................67
                   Administrative Powers.....................................72
                   Funding Agent Duties......................................73
                   Administrative Delegate Duties............................73

ARTICLE IX         FIDUCIARY RESPONSIBILITY..................................74


                                       ii
<PAGE>

                                                                            Page
                                                                            ----

                   General Standard of Care..................................74
                   Prohibited Transactions...................................75
                   Limitation of Liability for Acts of
                     Co-fiduciaries..........................................75
                   Fiduciary Liability Limited to That
                     Imposed by ERISA........................................76
                   Indemnification of Fiduciaries............................77
                   Bonds Not Required........................................77
                   Fiduciary Discretion......................................77

ARTICLE X          LIMITATION OF RIGHTS AND OBLIGATIONS......................78
                   Plan Is Voluntary.........................................78
                   Plan Does Not Create Employment Rights....................79
                   Distributions Only From Fund..............................80

ARTICLE XI         CONTRIBUTIONS LIMITATIONS IMPOSED BY LAW..................80
                   Limitation on Company Contributions.......................80

ARTICLE XII        AMENDMENT AND TERMINATION.................................84
                   Amendment.................................................84
                   Termination...............................................85
                   Allocation of Assets upon Termination.....................85

ARTICLE XIII       LIMITATION ON ASSIGNMENT..................................86
                   Protection of Beneficiaries...............................86
                   Incompetence of Participant or
                     Beneficiary.............................................87

ARTICLE XIV        PARTICIPATION BY ADDITIONAL COMPANIES.....................88
                   Eligibility...............................................88
                   Commencement of Participation.............................88
                   Effect of Participation...................................88
                   Termination of Participation..............................89

ARTICLE XV         TOP-HEAVY PROVISIONS......................................89

ARTICLE XVI        ROLLOVER CONTRIBUTIONS....................................94
                   General...................................................94
                   Requests to Make Rollover Contributions...................94
                   Crediting and Vesting of Rollover
                     Contributions...........................................95
                   Accounting for Rollover Contributions.....................96
                   Investment of Rollover Contributions......................96

ARTICLE XVII       MISCELLANEOUS.............................................96
                   Governing Laws............................................96
                   Necessary Parties.........................................96
                   Titles and Headings Not to Control........................97


                                      iii
<PAGE>

                                                                            Page
                                                                            ----

                   Gender and Person.........................................97
                   Merger or Consolidation...................................97
                   Applicability of Plan Provisions..........................97
                   Military Service..........................................98


                   EXHIBIT A
                   EXHIBIT B
                   EXHIBIT C
                   EXHIBIT D
                   EXHIBIT E


                                       iv
<PAGE>

                                    PREAMBLE

     The Savings-Investment Plan of The Pittston Company and its Subsidiaries
(the "Plan"), as amended and restated as of January 14, 2000, is a continuation
of the Plan as in effect immediately prior to such date. Effective January 14,
2000, the Plan is amended and restated to reflect the exchange of .4848 of a
share of Pittston Brink's Group Common Stock for each outstanding share of
Pittston BAX Group Common Stock and .0817 of a share of Pittston Brink's Group
Common Stock for each existing share of Pittston Minerals Group Common Stock.

     The Plan was originally effective as of January 1, 1976, and has been
amended from time to time. The Plan was last restated as of July 1, 1997.

     Except where the context expressly provides otherwise, changes effected by
any amendments included in this Plan as restated as of January 14, 2000, shall
not be applicable to any Participant who retired or died or whose employment
otherwise terminated prior to January 14, 2000; all rights and benefits payable
with respect to him shall be determined in accordance with the provisions of the
Plan and Trust as in effect on such date of termination of employment.
<PAGE>

                                    ARTICLE I
                                    ---------
                                   DEFINITIONS
                                   -----------

     1.01. "Administrative Committee" means the committee established as such
pursuant to Section 7.04.

     1.02. "Administrative Delegate" means one or more persons to which the
Administrative Committee or any other Named Fiduciary has delegated
administrative functions by written agreement or written direction of the
Administrative Committee.

     1.03. "After-Tax Contribution" means (i) any contribution made by a
Participant prior to 1985 and (ii) any contribution made by a Participant during
the year 1985 or 1986 pursuant to Section 4.05 of the Plan as in effect during
each of those years.

     1.04. "Basic Contribution" means a contribution made by the Company
pursuant to Section 4.03 that is matched under Section 4.04.

     1.05. "BAX Exchange Ratio" means the ratio whereby .4848 of a share of
Pittston Brink's Group Common Stock will be exchanged for each outstanding share
of Pittston BAX Group Common Stock on the Exchange Date.

     1.06. "Beneficiary" means the person or persons last designated by a
Participant, pursuant to rules of the Administrative Committee, to receive a
distribution under Article VI following the Participant's death. If each


                                       2
<PAGE>

person so designated is an individual and there is no such individual living at
the death of the Participant, or if no such person has been designated, then the
Participant's Beneficiary shall be his surviving spouse or, if he has none, then
his estate.

         Notwithstanding the foregoing, if a Participant who has at least one
Hour of Service after August 22, 1984, dies with a surviving spouse, any such
spouse shall be his Beneficiary and any designation in accordance with the
foregoing paragraph of another person (or persons) as the Participant's
Beneficiary shall not be effective unless (i) such spouse consented to such
designation in the manner provided below or (ii) no such consent was necessary
because such spouse could not be located (or because of such other circumstances
as may be prescribed in Treasury regulations); provided, however, that (i) a
spouse's rights hereunder shall, in accordance with the provisions of Section
13.01, be subject to the requirements of any qualified domestic relations order,
and (ii) to the extent permitted under Section 4l4(p) of the Code, the validity
of any Beneficiary designation in effect before January 1, 1985 shall be
determined without regard to this paragraph.

     Any spousal consent to a designation of Beneficiary hereunder must be given
in writing at the time of such designation, must acknowledge the effect of such
Beneficiary


                                       3
<PAGE>

designation (including acknowledgment of the identity of the Beneficiary that
will be applicable) and must be witnessed by a notary public.

     Any payment made under the Plan to any Beneficiary in reasonable reliance
on (i) a written statement by the Participant that he was unmarried, (ii) a
spousal consent that on its face conformed to the requirements set forth above
or (iii) evidence establishing to the Administrative Committee's satisfaction
that a Participant's spouse could not be located at the time of a Beneficiary
designation shall satisfy the Plan's liability for such payment, to the extent
thereof (and the Plan shall have no liability to a spouse to such extent).

     1.07. "Board" means the Board of Directors of the Parent Company.

     1.08. "Code" means the Internal Revenue Code of l986, as amended, and
regulations thereunder as in effect from time to time.

     1.09. "Common Stock" means on or after January 19, 1996, and prior to the
Exchange Date, Pittston Brink's Group Common Stock, Pittston BAX Group Common
Stock and Pittston Minerals Group Common Stock, and on and after the Exchange
Date, Pittston Brink's Group Common Stock.


                                       4
<PAGE>

     1.10. "Company" means the Parent Company and any Subsidiary which
participates in the Plan pursuant to Article XIV, and each of them.

     1.11. "Company Stock Fund" means the investment fund to which Matching
Contributions are made as provided in Section 4.04 and which are as invested as
provided in Section 5.05.

     1.12. "Component Member" means (a) the Company; (b) any corporation which
is a member of a controlled group of corporations (within the meaning of Section
1563(a) of the Code, determined without regard to Section 1563(a)(4) and
(e)(3)(C)), provided such group includes the Company; (c) any trade or business
(whether or not incorporated) which is controlled by or under common control
with the Company; or (d) a member of an affiliated service group of which the
Company is a member according to Section 4l4(m) of the Code.

     1.13. "Contribution" means a Basic Contribution or Supplemental
Contribution made by the Company in respect of a Salary reduction and any
Matching Contribution by the Company.

     1.14. "Disability" means a mental or physical impairment such that the
Participant is eligible to receive disability benefits under the Social Security
laws. A Participant who incurs a Disability shall be considered to have
terminated his employment with all Component Members


                                       5
<PAGE>

for purposes of the Plan as of the later of the date of a letter received by the
Participant notifying him that he is eligible to receive disability benefits
under the Social Security laws or the date he is entitled to receive such
disability benefits.

     1.15. "Effective Date" means January 1, 1976, or, with respect to a
corporation which adopts the Plan with the approval of the Board as of a time
subsequent to that date, the date the Board's approval is effective with respect
to such corporation.

     1.16. "Employee" means any individual in the employ of the Company, and any
employee of a corporation (or division thereof) which becomes a Company but
excluding (a) a member of the Board of Directors of the Company who is not
employed by the Company in any other capacity, (b) any individual who is covered
by a collective bargaining agreement, unless such agreement provides for Plan
participation and the Administrative Committee has approved participation by
members of the collective bargaining unit at the location, (c) effective January
1, 1996, sorters and casual employees (individuals employed on a temporary basis
to fill in for employees on medical or other leaves) of BAX Global Inc. (or any
of its subsidiaries) working at the hub facility, and (d) any employee who
performs classified work covered or previously covered by a collective
bargaining agreement


                                       6
<PAGE>

entered into by a Company and the International Union, United Mine Workers of
America.

     For purposes hereof, any "leased employee" (within the meaning of Section
414(n) of the Code) of the Company shall be considered an Employee, but during
any such period he shall neither become a Participant nor accrue any benefit.

     1.17. "Employment Year" means a consecutive twelve-month period beginning
on (i) the date the Employee completes his first Hour of Service and (ii) each
anniversary of such date.

     1.18. "ERISA" means the Employee Retire-ment Income Security Act of 1974
and regulations thereunder, as from time to time amended and in effect.

     1.19. "Exchange Date" means January 14, 2000, the date as of which Pittston
Brink's Group Common Stock was exchanged for outstanding shares of Pittston BAX
Group Common Stock and Pittston Minerals Group Common Stock.

     1.20. "Fiduciary" means a person or entity as defined in Section 3(21) of
ERISA.

     1.21. "Fund" means the property or cash from time to time held by the
Funding Agent, to which contributions hereunder are made and from which benefits
and expenses hereunder are paid.

     1.22. "Funding Agent" means the Fiduciary or Fiduciaries selected by the
Parent Company in accordance


                                       7
<PAGE>

with Article VII to receive contributions under the Plan and to hold, manage or
invest Plan assets, and/or to distribute benefits and pay expenses; provided,
however, that such person or persons shall not be deemed to be a Funding Agent
with respect to any administrative functions delegated by written agreement
under which it or they act as Administrative Delegate or by written direction of
the Administrative Committee with respect thereto.

     1.23. "Highly Compensated Employee" means effective January 1, 1997, any
employee who is a "highly compensated employee" under Section 414(q) of the Code
(which means any employee of the Company or any Component Member who (a) in the
current Plan Year or in the preceding Plan Year, owns (or is considered to own
within the meaning of Code Section 318) more than five percent of the Common
Stock of the Parent Company (b) whose annual compensation (as defined in Code
Section 415(c)(3)) for the prior Plan Year, exceeds $80,000 or such greater
amount as may be permissible under Section 414(q)(1) of the Code).

     1.24. "Hour of Service"

          (a) An "Hour of Service" means:

               (i) each hour for which an employee is directly or indirectly
          paid or entitled to payment by a Component Member for the performance
          of duties;


                                       8
<PAGE>

               (ii) each hour for which back pay, irrespective of mitigation of
          damages, has been awarded him or agreed to be paid him by a Component
          Member; and

               (iii) each hour for which he is directly or indirectly paid or
          entitled to payment for reasons (such as vacation, sickness or
          disability) other than the performance of duties.

          (b) Hours of Service shall be credited whether occurring before or
     after the Effective Date; provided, however, that such hours shall not be
     credited if the employer was not a Component Member at the time they would
     otherwise be counted. Hours of Service prior to the Effective Date shall be
     approximated by the Administrative Committee from reasonably accessible
     records, or in the absence of such records shall be reasonably estimated by
     the Administrative Committee. Hours of Service shall be determined in a
     manner consistent with Department of Labor regulations, including
     regulation Sections 2530.200b-2(b), 2530.200b-2(c) and 2530.200b-3. For
     employees whose compensation is not determined on the basis of certain
     amounts for each hour worked during a given period, Hours of Service may be
     determined by crediting such employees with ten Hours of Service for each
     day for which such employees would


                                       9
<PAGE>

     be credited with Hours of Service if the compensation of such employees
     were instead determined on the basis of certain amounts for each hour
     worked.

          (c) In determining whether an Employee has rendered 501 Hours of
     Service for this purpose, an Employee will not be deemed to have fewer than
     501 Hours of Service in any Employment Year during which the Employee
     begins a maternity or paternity absence (or in the next following year if
     the Employee otherwise performs at least 501 Hours of Service in the year
     such absence begins).


     1.25. "Matching Contribution" means a contribution made pursuant to Section
4.04 (and shall include all Company contributions made prior to 1985).

     1.26. "Minerals Exchange Ratio" means the ratio whereby .0817 of a share of
Pittston Brink's Group Common Stock will be exchanged for each outstanding share
of Pittston Minerals Group Common Stock on the Exchange Date.

     1.27. "Named Fiduciary" means the Board, the Pension Committee, the
Administrative Committee and each Funding Agent (other than with respect to
administrative functions as provided in Section 1.22).

     1.28. "Normal Retirement Age" means the later of the attainment of age 65
or the fifth anniversary of the date a Participant became eligible to
participate in the Plan.


                                       10
<PAGE>

     1.29. "Parent Company" means The Pittston Company and any successor
thereto.

     1.30. "Participant" means an Employee who participates in the Plan as
provided in Article II and who has not ceased to be a Participant through death,
payment of all benefits due him, or otherwise.

     1.31. "Pension Committee" means the committee established as such pursuant
to Section 7.03.

     1.32. "Pittston Stock Fund" means the investment fund to which Participants
may make Basic and Supplemental Contributions as provided in Section 5.03 and
which are invested in Common Stock.

     1.33. "Plan" means the "Savings-Investment Plan of The Pittston Company and
Its Subsidiaries" as set forth herein and as modified or amended from time to
time.

     1.34. "Plan Year" means the calendar year.

     1.35. "Salary" means the regular compensation (determined prior to the
application of any Salary reduction election under Section 4.01 or Section 4.02
or under any other plan of deferred compensation) paid to or for an Employee for
services rendered to the Company, including any commissions or bonuses, but
excluding any overtime or premium pay, living or other expense allowances, and
contributions by the Company under Section 4.04 or under any other plan of
deferred compensation in respect of any Salary


                                       11
<PAGE>

reduction. For this purpose, overtime or premium pay shall mean amounts paid for
hours for which a premium rate is paid because such hours are in excess of the
maximum workweek applicable to an employee under Section 7(a) of the Fair Labor
Standards Act of 1938, as amended, or because such hours are in excess of the
employee's standard workweek or workday. The maximum amount that may be taken
into account as a Participant's Salary for any Plan Year beginning after 1993
shall be $150,000, as such amount may be adjusted in accordance with Section
401(a)(17) of the Code.

     1.36. "Subsidiary" means any corporation more than 50% of the outstanding
voting stock of which is owned by the Company, by the Company and one or more
Subsidiaries or by one or more Subsidiaries.

     1.37. "Supplemental Contribution" means a contribution made by the Company
under Section 4.02 that is not matched under Section 4.04.

     1.38. "Valuation Date" means each business day of each Plan Year.

     1.39. "Year of Service" means an Employment Year during which the Employee
is credited with at least 1,000 Hours of Service.


                                       12
<PAGE>

                                   ARTICLE II
                                   ----------
                                  PARTICIPATION
                                  -------------

     2.01. Prior Participants. Each Employee who is a "Participant" (or who is
eligible to participate) in the Plan on January 13, 2000, shall continue as a
Participant (or to be eligible to participate) hereunder.

     2.02. New Participants. Each Employee who is not a Participant or not
eligible to participate under Section 2.01 and who makes application pursuant to
Section 2.04 shall thereafter become a Participant on the first day of the month
which is next following the date on which he completes his first six months of
employment with the Company if he renders at least 1,000 Hours of Service during
such six-month period. If an Employee does not complete at least 1,000 Hours of
Service in such six-month period, he shall be eligible to become a Participant
on the first day of the month which is next following the close of any full
12-month period during which he completes at least 1,000 Hours of Service.

     2.03. Service for Participation. All of an Employee's service with
Component Members shall be taken into account for purposes of determining his
eligibility to participate.

     2.04. Application. Prior to his becoming a Participant, an Employee shall
deliver to the Company or to the Administrative Delegate an executed application
containing such information as may be required by the Administrative Committee
or the Administrative Delegate.


                                       13
<PAGE>

     2.05. Notice, Election or Request by Participant or Beneficiary. Any
notice, election or request by a Participant or Beneficiary under the Plan shall
be in writing on a form prescribed by the Administrative Committee and delivered
to it or, if the Administrative Committee so determines, to the Company. The
Administrative Committee may, however, determine that any such notice, election
or request may be given to the Administrative Delegate or the Funding Agent
orally or in writing. Any notice or election pursuant to Articles IV, V or VI
shall become effective as soon as administratively practicable after receipt of
such notice or election by the Administrative Committee or the Administrative
Delegate. If the Participant or Beneficiary shall so request in any such notice
or election, written confirmation thereof shall promptly be given to such
Participant or Beneficiary. A request in any notice for a change of address or a
change in beneficiary will be made effective as soon as administratively
practicable after receipt of such notice by the Administrative Delegate.

     2.06. Reemployment. If an Employee terminates employment and is later
reemployed by a Company as an Employee, (i) if he was a Participant or was
eligible to participate at the time of his reemployment, he shall be eligible to
commence participation on the date of his employment, or (ii) if he was not
eligible to participate at


                                       14
<PAGE>

the time of his prior termination, he shall be eligible to become a Participant
at such time as he shall satisfy the requirements of Section 2.02, taking into
account his prior employment and Hours of Service at the time of his prior
termination.

     If the Participant shall not have received a distribution under Section
6.01 of the full value of his vested benefits with respect to his prior
termination of service, any amount standing to his credit at the time of his
resumption of service shall continue to his credit as though his service had
been continuous. If (i) a Participant is reemployed before he has five
consecutive intervening one-year breaks in service, (ii) he shall have received
a distribution under Section 6.01 of the full value of his vested benefits but
such value was less than the then full value of the amount standing to his
credit at the time of his prior termination of his service (including any credit
in respect of the Plan Year in which his service terminated) and (iii) he repays
in cash, within five years after the date he is reemployed, the amount that was
distributed to him with respect to such prior termination, then an amount equal
to the full amount that was standing to his credit at the time of his prior
termination shall be recredited to his accounts in one or more of the Funds
(other than the Company Stock Fund), as selected by the Participant.
In any such


                                       15
<PAGE>

case, the Company shall pay into the Plan the excess of the amount to be so
recredited over the amount repaid by the Participant. No reinstatement of
amounts shall occur upon a Participant's reemployment except to the extent
provided above. For purposes hereof, a one-year break in service is an
Employment Year in which the Participant is credited with fewer than 501 Hours
of Service.

                                   ARTICLE III
                                   -----------
                                     VESTING
                                     -------

     3.01. Contributions Other Than Matching Contributions. A Participant shall
at all times have a nonforfeitable right to the value of his accounts
established pursuant to Section 5.02 which are attributable to the Basic
Contributions or Supplemental Contributions made by the Company on his behalf or
to After-Tax Contributions made by the Participant.

     3.02. Matching Contributions. Participants shall have a nonforfeitable
right to their accounts established pursuant to Section 5.02 which are
attributable to Matching Contributions by the Company to the extent of (x) 50%
when they have three Years of Service, (y) 75% when they have four Years of
Service and (z) 100% at all times after five Years of Service, except that a
Participant whose first Hour of Service occurs on or before October 1, 1987,
shall at all


                                       16
<PAGE>

times have a nonforfeitable right to 100% of his Matching Contributions account.
A Participant who reaches his Normal Retirement Age shall have a fully vested
nonforfeitable interest in the Matching Contributions made by the Company on his
behalf.

     3.03. Service for Vesting: All of an Employee's service with Component
Members (from the date such entity became a Component Member unless an earlier
date is specified by the Parent Company or the Administrative Committee) shall
be taken into account for purposes of determining vesting in Matching
Contributions.

     3.04. Forfeitures. If a Participant whose first Hour of Service occurs
after October 1, 1987, terminates service without a fully vested right to
benefits pursuant to Section 3.02, he shall forfeit the percentage of the
balance in his Plan accounts that is not vested in accordance with Section 3.02
as of the last day of the Plan Year in which he has five consecutive one-year
breaks in service (as defined in Section 2.06), subject to the provisions of
Section 2.06; provided, however, that the amount not vested shall be forfeited
immediately in the case of a Participant who receives a lump-sum payment from
the Plan under Section 6.01. Any forfeitures which arise under the Plan pursuant
to this Section or for any other reason shall be applied against contributions
otherwise required to be made


                                       17
<PAGE>

pursuant to Section 4.04 and shall not be used to increase benefits to any
Participant or Beneficiary.

                                   ARTICLE IV
                                   ----------
                                  CONTRIBUTIONS
                                  -------------

     4.01. Basic Salary Reduction. In respect of each pay period, each
Participant may elect to reduce his Salary by a whole percentage (i.e., 1% and
multiples thereof) which shall be not less than 1% or more than 5% of his Salary
for that period in order to have Basic Contributions made on his behalf under
Section 4.03; provided, however, that the maximum annual amount of a
Participant's Salary reduction for any calendar year after 1986 (other than a
Salary reduction satisfying the requirements of A.9 of Treasury Notice 87-13
relating to Section 1105(c)(5) of the Tax Reform Act of 1986) under this Section
4.01 and Section 4.02 shall be $7,000 in the aggregate (adjusted for inflation
as provided in Section 402(g)(5) of the Code); and provided, further, that, if
application of a Participant's Salary reduction for any pay period would cause
such maximum amount to be exceeded, his Salary reduction for such pay period
shall be limited to such dollar amount as will cause such maximum amount not to
be exceeded.

     4.02. Supplemental Salary Reduction. Subject to the maximum annual amount
specified in Section 4.01, a Participant electing a Salary reduction of at least
5% may


                                       18
<PAGE>

elect to reduce his Salary by an additional whole percentage, not in excess of
an additional 10% of his Salary for each pay period, in order to have
Supplemental Contributions made on his behalf under Section 4.03.

     4.03. Basic and Supplemental Contributions. Each Company will contribute
monthly to the Fund an amount in respect of and equal to the aggregate amount of
the Salary reductions that are to be made for such month by that Company's
Participants under Sections 4.01 and 4.02.

     4.04. Matching Contributions. As soon as practicable after the end of each
month with respect to which Basic Contributions are made, each Company shall
contribute an amount to the Fund equal to a fixed percentage of the Basic
Contributions made on behalf of each Participant employed by that Company in
respect of Salary paid by such Company. The fixed percentage contributed by each
Company shall be 100%, unless the Administrative Committee adopts a lower
percentage of Matching Contributions for that Company's own Employees or the
Employees at any of its own Subsidiaries, divisions or operations, or any part
thereof. Any such action adopting a rate of Matching Contributions that is less
than 100% shall be announced to the affected Employees as soon as practicable
and the Administrative Committee shall adopt such rules and procedures as may be
necessary or


                                       19
<PAGE>

desirable in order to implement the reduced rate of Matching Contributions.

     The Parent Company may, in its discretion, satisfy any part or all of the
contribution requirements of this Section 4.04 by transferring to the Company
Stock Fund shares of Common Stock of the Parent Company. All such contributions
of shares shall be made as soon as practicable after the end of the month with
respect to which the related Basic Contributions are made and shall be made in
accordance with Section 408(e) of ERISA.

     Section 4.05. Supplemental Contributions Deemed Basic Contributions.
Subject to applicable Plan limitations (including those set forth in Section
4.01, Section 4.10 and Article XI), in any Plan Year for which Supplemental
Contributions have been made on behalf of a Participant but such Participant's
aggregate Basic Contributions for such Plan Year are less than 5% of his Salary
due to a reduction in Basic Contributions as a result of the application of the
limitation set forth in Section 4.l0, such Supplemental Contributions shall be
considered Basic Contributions (subject to the 5% limitation) and a Matching
Contribution shall be made with respect thereto for such Plan Year.

     4.06. Changes in Salary Reduction. A Participant shall designate the
percentage of his Salary reduction by notice pursuant to Section 2.05 and shall
authorize the


                                       20
<PAGE>

Company to make such Salary reductions. The percentage of Salary reduction that
a Participant designates shall continue in effect until changed by the
Participant. A Participant may at any time suspend his Salary reductions by
notice pursuant to Section 2.05.

     4.07. Effect of Suspensions. A Participant may not accumulate and carry
forward suspended Salary reductions for later payment. Suspension of a
Participant's contributions shall not otherwise affect his withdrawal rights
under Sections 6.02, 6.03 or 6.04.

     4.08. Resumption of Salary Reductions. A Participant who has voluntarily
suspended Salary reductions may resume Salary reductions by giving notice
pursuant to Section 2.05.

     4.09. Prohibition Against Reversion. All contributions made by the Company
(whether Basic, Supplemental or Matching Contributions) shall be applied to
provide benefits to Participants as described herein and at no time shall any
contribution (or portion thereof) revert to the Company except as follows:

          (a) a contribution which is made by the Company by a mistake of fact
     may be returned to the Company within one year after the payment of the
     contribution; and

          (b) a contribution conditioned on deductibility thereof under Section
     404 of the Code may, to the


                                       21
<PAGE>

     extent that the deduction is not allowed, be returned to the Company within
     one year after the disapproval of the deduction, and it shall be presumed
     that all contributions are conditioned on deductibility.

     Any contribution returned as a result of denial of the related deduction or
because it was made because of a mistake of fact shall only be adjusted to
reflect its proportionate share of the Trust Fund's loss, if any.

     In the event that a Basic or Supplemental Contribution is returned to the
Company hereunder, the Company shall refund such Basic or Supplemental
Contribution to the Participant on whose behalf such Contribution was made.

     For purposes of the foregoing, in the event that the alternative limits
imposed by Treasury Regulation Section 1.401(m)-2 are exceeded, the
Administrative Committee shall determine the method of recovery in accordance
with rules and procedures prescribed by the Administrative Committee and in
accordance with applicable Treasury regulations.

     4.10. Limitations Relating to Deferral and Contribution Percentages.
Effective January 1, 1997, neither the deferral nor the contribution percentages
(as defined below) for the eligible Highly Compensated Employees for any Plan
Year may exceed the greater of (A) or (B), as follows:


                                       22
<PAGE>

          (A) the deferral or contribution percentage for the prior Plan Year,
     as the case may be, for all other eligible Employees, times 1.25; or

          (B) the deferral or contribution percentage for the prior Plan Year,
     as the case may be, for all other eligible Employees, times two; provided,
     however, that any such percentage for the eligible Highly Compensated
     Employees shall not exceed the corresponding percentage for all other
     eligible Employees for the prior Plan Year by more than two percentage
     points.

     The deferral percentage for a specified group of eligible Employees for any
Plan Year shall be the average of the ratios (calculated separately) for each
Employee in such group of (i) the aggregate amount of the Basic and Supplemental
Contributions made on his behalf for such Plan Year, to (ii) the Employee's
"Compensation" for such Plan Year (for periods during which he is an eligible
Employee).

     The contribution percentage for a specified group of eligible Employees for
any Plan Year shall be the average of the ratios (calculated separately) for
each Employee in such group of (x) the aggregate amount of Matching
Contributions made on his behalf for such year and any Basic or Supplemental
Contributions made on his behalf for such year that are taken into account to
satisfy the tests for the contribution percentages under this Section, to (y)
the


                                       23
<PAGE>

Employee's "Compensation" for such Plan Year (for periods during which he is an
eligible Employee).

     For purposes hereof, "Compensation" shall be defined as provided in Section
414(s) of the Code, taking into account Basic and Supplemental Contributions and
any other amounts as permitted in Section 414(s)(3) of the Code (subject, for
any Plan Year beginning after 1993, to a maximum limit of $150,000, as such
amount may be adjusted in accordance with Section 401(a)(17) of the Code).

     Effective January 1, 1997, if the deferral or contribution percentage for
an eligible Highly Compensated Employee would be more than the amount permitted
under the foregoing limitations for any Plan Year, the excess amount of Matching
Contributions or the excess amount of Basic and Supplemental Contributions
shall, in accordance with directions or procedures of the Administrative
Committee, be determined by (i) calculating the dollar amount of such excess
deferrals or contributions by reducing the maximum percentage of Basic and
Supplemental Contributions or Matching Contributions, as the case may be, to an
adjusted maximum percentage which shall be the percentage that would cause one
of the tests described above to be satisfied in respect of Basic and
Supplemental Contributions or Matching Contributions, respectively, if each
Highly Compensated Employee who designated a percentage greater than such


                                       24
<PAGE>

adjusted maximum percentage had instead designated such percentage and (ii)
reducing the Basic and Supplemental Contributions or Matching Contributions, as
the case may be, of the Highly Compensated Employees with the highest amount of
such deferrals or contributions until the dollar amount of excess deferrals or
Matching Contributions determined in clause (i) has been distributed to such
Highly Compensated Employees. Such excess amounts (adjusted to reflect earnings
to the extent and in the manner required by Sections 401(k) and 40l(m) of the
Code and applicable Treasury Regulations) shall be paid directly to an affected
Highly Compensated Employee within 2-1/2 months after the end of the Plan Year
in which the excess was contributed. Notwithstanding the above, the
Administrative Committee may direct that excess Matching Contributions which are
not vested be forfeited after the end of the Plan Year in which the excess was
contributed.

         No Participant may elect a Salary reduction for any Plan Year which the
Administrative Committee determines would result in a deferral or contribution
percentage which exceeds the limitations of this Section 4.10 or which would
result in any excess Contributions. At the beginning of the first and fourth
quarters of each Plan Year, and at such other times as the Administrative
Committee may determine to be necessary or advisable, the Administrative
Committee


                                       25
<PAGE>

shall review the Salary reduction elections made for such Year to determine
whether the deferral or contribution percentage limitations of this Section will
be satisfied, and the Administrative Committee may at any time reduce the
maximum rate of Salary reduction elected by Highly Compensated Employees for
such year to the extent that the Administrative Committee determines that such
reduction is necessary to assure that the deferral and contribution percentages
do not exceed such limitations.

     The deferral and contribution percentages for eligible Highly Compensated
Employees and for eligible Employees who are not Highly Compensated Employees
and any excess Matching Contributions or excess Basic and Supplemental
Contributions shall be determined in accordance with any requirements
established by applicable Treasury Regulations, and the foregoing provisions of
this Section shall be interpreted and administered in accordance with such
Treasury Regulations.

                                    ARTICLE V
                                    ---------
                              INVESTMENT PROVISIONS
                              ---------------------

     5.01. Contributions to Fund. All Contributions under the Plan shall be made
to the Funding Agent to become part of the Fund.

     5.02. Participants' Accounts. The Administrative Committee or the
Administrative Delegate pursuant to the


                                       26
<PAGE>

written instructions of the Administrative Committee will maintain a separate
Basic Contributions account, Supplemental Contributions account, Matching
Contributions account and After-Tax Contributions account in the Fund for each
Participant for periods after 1984 and separate accounts for Company and
Employee contributions made prior to 1985.

     5.03. Investment of Basic, Supplemental, Rollover and After-Tax
Contributions. All Basic, Supplemental, Rollover and After-Tax Contributions
made to the Fund on a Participant's behalf will be invested by the Funding Agent
as soon as practicable after receipt of such Contributions. The Funding Agent
shall invest such Contributions in one or more of the funds (other than the
Company Stock Fund) described in Exhibit C to the Plan, in accordance with one
or more elections made by such Participant pursuant to Sections 2.05 and 5.12;
provided, however, that Rollover and After-Tax Contributions may not be invested
in the Pittston Stock Fund; and provided, further, that, unless a Participant
shall make such an election with respect to his accounts as of April 1, 1996,
the respective amounts representing the value of such accounts (including
Contributions made in respect of March 1996) shall, without any action by or on
behalf of such Participant, be transferred and invested as provided in Exhibit C
to the


                                       27
<PAGE>

Plan until such time as such Participant shall make an election after April 1,
1996, pursuant to this Section 5.03 and provided, further, that any election for
investment of Basic or Supplemental Contributions in the Pittston Stock Fund may
be made, and shall be effective, only subject to the condition set forth in
paragraph B of Exhibit C. Any such election shall direct that such Contributions
be invested in increments of a whole percentage.

     5.04. Investment of Pre-1985 Contributions and Matching Contributions. All
pre-1985 contributions will be held in the Company Stock Fund (including
dividends and any other earnings thereon), unless transferred pursuant to
Section 5.12. All Matching Contributions made to the Fund will be invested by
the Funding Agent in the Company Stock Fund (including dividends and any other
earnings thereon), as soon as practicable after receipt thereof.

     5.05. Company Stock Fund. Effective January 1, 2000, all Matching
Contributions to the Company Stock Fund and any dividends or other earnings of
such Fund will be invested in shares of Pittston Brink's Group Common Stock
solely in accordance with directions specified by the Administrative Committee,
except that cash held in or contributed to such Fund may be invested by the
Funding Agent in a short-term investment fund in accordance with such
directions. As of the Exchange Date, all shares of Pittston BAX Group Common


                                       28
<PAGE>

Stock and Pittston Minerals Group Common Stock held in the Company Stock Fund
shall be converted into shares of Pittston Brink's Common Stock by multiplying
the number of shares of Pittston BAX Group Common Stock and Pittston Minerals
Group Common Stock held in the Company Stock Fund by the BAX Exchange Ratio or
the Minerals Exchange Ratio, respectively. Investments and reinvestments in
Common Stock shall be made by the Funding Agent pursuant to directions from time
to time given by the Administrative Committee (i) by acquisition from the
trustee under the Employee Benefits Trust Agreement dated as of December 7,
1992, as amended, or (ii) by purchases on the New York Stock Exchange.

     5.06. Dividends and Stock Splits. Dividends or other distributions with
respect to shares of Common Stock or on other securities held by the Funding
Agent in the Company Stock Fund or in the Pittston Stock Fund described in
Exhibit C shall be reinvested in such Company Stock Fund or such Pittston Stock
Fund, as the case may be. Shares of Common Stock received by the Funding Agent
in respect of a split or other adjustment of such Common Stock shall be held in
the Company Stock Fund or such other investment fund, as the case may be and
shall be credited as of the ex-dividend date.

     5.07. Stock Rights, Warrants and Options. In the event that any rights,
warrants or options for the acquisi-


                                       29
<PAGE>

tion of additional shares of Common Stock, or other property, are distributed
with respect to shares of Common Stock held in the Company Stock Fund, the
Funding Agent shall exercise such rights, warrants or options as and to the
extent, if any, directed by the Administrative Committee. If and to the extent
that other property is received or rights, warrants or options are not
exercised, the Funding Agent shall sell such property or any remaining rights,
warrants or options in the open market as directed by the Administrative
Committee, provided there is any market therefor, and shall credit the proceeds
to the Company Stock Fund.

     5.08. Valuation of the Funds. The Funding Agent shall determine the fair
market value of the investments held by the Fund as of each Valuation Date in a
manner consistent with the terms of the Plan and any agreement with the Funding
Agent, and in accordance with a method consistently followed and uniformly
applied. After each Valuation Date the Administrative Delegate shall adjust each
Participant's accounts in accordance with each such valuation by allocating net
gains or losses and process additions to and withdrawals from such Participant's
accounts in the following manner:

          (a) The Funding Agent shall first compute the fair market value of
     securities and/or the other


                                       30
<PAGE>

     assets comprising each investment fund constituting the Fund. Each
     Participant's account shall be adjusted by applying the closing market
     price of the investment fund on the date to the share/unit balance of the
     investment fund as of the close of business on the applicable Valuation
     Date.

          (b) The Funding Agent shall then account for any deposits (i.e.,
     Contributions, loan repayments, transfers into the fund, and such other
     deposits as the Plan may allow) or withdrawals (i.e., final distributions,
     in-service withdrawals, hardship withdrawals, loans from the investment
     fund, transfers and such other withdrawals as the Plan may allow) made to
     or from a specific designated investment fund by any Participant. Such
     adjustments in the amounts credited to such accounts shall be made on the
     business day to which the investment activity relates. Contributions
     received by the Funding Agent shall be allocated to Participants' accounts
     as soon as administratively practicable following the date such
     contribution was received by the Funding Agent.

          (c) Notwithstanding paragraphs (a) and (b) above, in the event a
     pooled investment fund is created as a designated investment fund for the
     Plan, valuation of the pooled investment fund and allocation of


                                       31
<PAGE>

     earnings of the pooled investment fund shall be governed by the written
     agreement establishing such pooled investment fund. The provisions of any
     such written agreement shall be deemed to be part of this Plan.

          (d) It is intended that this Section 5.08 shall operate to allocate
     among Participants' accounts in the Fund all income of the Fund and changes
     in the value of the assets of the Fund.

     5.09. Account Statements. The Administrative Delegate shall submit to each
Participant (or Beneficiary), a statement of such Participant's accounts as of
the close of each Plan Year and, if prescribed by directions of the
Administrative Committee, as of any other semiannual, quarterly or monthly date
during the Plan Year as so prescribed.

     5.10. Voting Rights.

          (a) Each Participant is entitled to direct the Funding Agent as to the
     manner in which shares of Common Stock attributable to his Company Stock
     Fund account or his Pittston Stock Fund account are to be voted. The
     Funding Agent shall notify Participants of each occasion for the exercise
     of voting rights within a reasonable time before such rights are to be
     exercised and such notification shall include all the


                                       32
<PAGE>

     information that the Parent Company distributes to shareholders regarding
     the exercise of such rights.

          (b) Participants may vote fractional rights to shares. The combined
     fractional rights to shares shall be voted to the extent possible to
     reflect the direction of the Participants holding fractional rights to
     shares.

          (c) Common Stock and fractional rights as to which the Funding Agent
     shall not have received timely written voting directions by a Participant
     and any Common Stock held for allocation to Participants' accounts shall be
     voted proportionately with Common Stock and fractional rights as to which
     such directions by Participants were so received.

          (d) Each Participant (or, in the event of his death, his Beneficiary)
     with any Common Stock attributed to his account is entitled to direct the
     Funding Agent in writing as to the manner in which the Funding Agent shall
     respond to a tender or exchange offer (or any similar offer) with respect
     to full shares of such Common Stock, and the Funding Agent shall respond in
     accordance with such directions. The Parent Company shall endeavor to cause
     each Participant (or Beneficiary) to be provided with such information and
     forms as are distributed to shareholders of the


                                       33
<PAGE>

     Parent Company in connection with such tender or exchange offer. If the
     Funding Agent shall not have received timely written directions as to the
     response to such offer, the Funding Agent shall not tender or exchange any
     shares of Common Stock attributable to such account, and the Funding Agent
     shall have no discretion in such matter.

          (e) The Funding Agent shall exercise other rights in relation to
     Common Stock attributable, or held for allocation to, the accounts of
     Participants, as and to the extent, if any, directed by the Administrative
     Committee, and the Parent Company shall endeavor to take such action as
     shall facilitate the exercise of such rights. The Administrative Committee
     may, with the concurrence of the Funding Agent, assign to Participants the
     right to exercise any such rights that are assignable.

     5.11. Confidentiality of Information. Information relating to (i) the
purchase, holding and sale of shares of Common Stock attributable, or held for
allocation, to Company Stock Fund and Pittston Stock Fund accounts and (ii) the
exercise of voting and tender or exchange rights (including any similar rights)
with respect to such shares by Participants and Beneficiaries shall be
maintained in accordance with procedures which are designed to maintain


                                       34
<PAGE>

the confidentiality of such information, except to the extent necessary to
comply with federal laws or with state laws not preempted by ERISA. The
Administrative Committee shall be responsible for ensuring that (i) such
procedures are sufficient to safeguard the confidentiality of such information
and are being followed and (ii) an independent fiduciary is appointed in
circumstances contemplated by subparagraph (d)(2)(ii)(E)(4)(ix) of Regulation ?
2550.404c-1 under Section 404(c) of ERISA.

     5.12. Changes in Contributions and Transfers Among Investment Funds. A
Participant may elect to change prospectively the investment funds in which
Basic, Supplemental and Rollover Contributions are to be made on any Valuation
Date, or to make transfers among his accounts in any investment funds on any
Valuation Date, in accordance with the following rules:

          (a) Any election hereunder must be made pursuant to Section 2.05.

          (b) Any transfer election shall be in increments of any whole
     percentage of the Participant's interest in the fund from which the
     transfer is being made.

          (c) Participants may not make a transfer to the Company Stock Fund or
     to the Pittston Stock Fund from any of the other investment funds,
     regardless of whether amounts in such other investment funds may have


                                       35
<PAGE>

     been transferred from the Company Stock Fund or the Pittston Stock Fund.

          (d) A Participant may at any time elect to transfer amounts from the
     Pittston Stock Fund to any investment fund other than the Company Stock
     Fund.

          (e) A Participant who has attained age 55 may elect to transfer all or
     any part of the amounts in his Company Stock Fund account to any investment
     fund other than the Pittston Stock Fund. A Participant who is less than age
     55 may not elect to transfer amounts from his Company Stock Fund account,
     except that such a Participant may elect to transfer from such Fund amounts
     which are attributable to After-Tax Contributions (and earnings thereon)
     made prior to January 1, 1985.

          (f) There shall be no limit on either the number of elections to
     change prospectively the investment funds in which Basic and Supplemental
     Contributions are to be made, or the number of elections to make transfers
     among any of the investment funds except that not more than one of each of
     such elections may be made on any Valuation Date.

          (g) Additional restrictions on investments in certain investment funds
     are set forth in Exhibit C to the Plan.


                                       36
<PAGE>

                                   ARTICLE VI
                                   ----------
                            DISTRIBUTION OF ACCOUNTS
                            ------------------------

     6.01. Distribution of Contributions. As soon as administratively
practicable after a Participant's attainment of age 65 or death, the entire
interest of such Participant in his accounts shall be distributed to him or, in
a proper case, to his Beneficiary in the form and manner hereinafter provided in
this Section 6.01; provided, however, that any Participant may elect, by notice
pursuant to Section 2.05, to have his account distributed to him on any earlier
Valuation Date (but not earlier than the date of his retirement or other
termination of employment by all Component Members); and provided, further,
that, in the case of a Participant who attained age 65 while an Employee, or the
Beneficiary of such a Participant who thereafter dies, such entire interest
shall not be distributed until April 1 of the calendar year following the later
of (i) the calendar year in which such Participant attains or would have
attained age 70-1/2, or (ii) except in the case of a five percent owner (as
defined in Section 416(i)(1)(B) of the Code, the calendar year in which such
Participant retires, unless such Participant or, in case of his death, his
Beneficiary elects, by a notice pursuant to said Section 2.05, to have a
distribution on any earlier


                                       37
<PAGE>

Valuation Date. For purposes of this Section 6.01, a Participant will not be
treated as having terminated employment if his employment with any of the
Component Members continues (whether or not he ceases to be a covered "Employee"
as defined in Article I).

     Notwithstanding that all or part of a Participant's account may have been
previously distributed to him, such Participant will continue to be eligible to
make Basic and Supplemental Contributions, receive Matching Contributions while
an Employee, with such Contributions to be distributed to him at the direction
of the Administrative Committee in accordance with such rules. If a Contribution
is made for a Participant after his account is distributed to him (or to his
Beneficiary in the case of his death) under the Plan, he (or his Beneficiary)
shall receive a supplemental distribution equal to such Contribution (with such
payment to be made as soon as practicable after the date the Contribution is
made).

     If a Participant ceases to be employed by a Component Member as a result of
a sale of substantially all of the assets of any trade or business of any
Component Member or a sale of the stock of a Component Member, a distribution of
his entire account balance shall also be permitted in accordance with Section
401(k)(2)(B)(i)(II) of the Code, if he continues in service with the new owner
of the assets or


                                       38
<PAGE>

with the former Component Member, but no distribution shall be made in any other
case where the Employee does not have a "separation from service" or other event
permitting distribution under such Section of the Code.

     The entire distribution shall be in the form of a lump-sum payment and
shall be in cash, except that any distributions from the Company Stock Fund and
from the Pittston Stock Fund shall be made in shares of Common Stock, with the
value of any fractional shares to be distributed in cash. All cash payments,
other than those attributable to Matching Contributions, shall be made pro rata
from his accounts other than his Company Stock Fund account.

     Notwithstanding the foregoing, a Participant (or his Beneficiary) may elect
to receive in cash the value (determined on the Valuation Date immediately
preceding the payment date) of the shares of Common Stock held in all of his
accounts in the Company Stock Fund and the Pittston Stock Funds. Any such
election by a Participant must be made pursuant to Section 2.05 prior to
termination of employment or within 60 days thereafter. Any such election by a
Beneficiary must be made pursuant to Section 2.05 within 60 days after the
Participant's death. If such election is not made in a form satisfactory to the
Administrative Committee before the end of such 60-day


                                       39
<PAGE>

period, the distribution shall be in shares as provided in the preceding
paragraph.

     Notwithstanding the foregoing, in lieu of a lump-sum payment, a Participant
whose accounts have a value of more than $5,000 may elect to receive annual
installments, not exceeding five, as he shall elect, to begin as soon as
administratively practicable after his retirement or after having attained his
Normal Retirement Age, and as of the consecutive subsequent anniversaries of
such date. Each installment payment hereunder shall be made in cash and shall
equal the value of all of his accounts on the relevant distribution date
multiplied by a fraction whose numerator is one and whose denominator is the
number of installments remaining due (including the installment in question),
except that the last payment shall equal the value of the entire amount then
remaining in his account. Any election under this paragraph shall be irrevocable
and must be made pursuant to Section 2.05 prior to retirement or within 60 days
thereafter. If the Participant dies before receiving all such installment
payments, the remaining installments shall be commuted to a lump sum and paid to
his Beneficiary as soon as practicable thereafter. Notwithstanding any of the
foregoing provisions of this Section 6.01, in the case of a Participant whose
accounts at the date on which he died or attained Normal Retirement Age (or on
the payment date


                                       40
<PAGE>

elected pursuant to the first paragraph of this Section 6.01), as the case may
be, have an aggregate value not exceeding $5,000, an amount equal to such value
shall be paid to him in a lump sum in cash as soon as administratively
practicable after such date.


     6.02. Withdrawals of After-Tax Contributions,Matching Contributions and
Rollover Contributions.

          (a) The Administrative Committee may adopt nondiscriminatory rules
     relating to withdrawals of amounts held under the Plan. All withdrawals
     shall be paid wholly in cash and each partial withdrawal shall be in an
     amount not less than $500.

          (b) A Participant may, at any time and from time to time, by giving
     notice pursuant to Section 2.05, withdraw amounts held under the Plan, in
     the order and subject to the restrictions specified in this paragraph (b):

               (1) a Participant may withdraw all or any part of the dollar
          amount of his After-Tax Contributions (exclusive of earnings thereon),
          whenever made;

               (2) after withdrawal of all amounts available under the foregoing
          clause (1), a Participant may withdraw all or any part of the amount
          which is


                                       41
<PAGE>

          attributable to the value of earnings on his After-Tax Contributions,
          whenever made;

               (3) after withdrawal of all amounts available under the foregoing
          clauses (1) and (2), a Participant may withdraw all or any part of the
          amount which is attributable to the value of Matching Contributions in
          respect of his After-Tax Contributions made prior to January 1, 1985;

               (4) after withdrawal of all amounts available under the foregoing
          clauses (1) to (3), inclusive, a Participant may withdraw all or any
          part of the amount which is attributable to the value of his Rollover
          Contributions; and

               (5) after withdrawal of all amounts available under the foregoing
          clauses (1) to (4), inclusive, a Participant may withdraw all or any
          part of the amount which is attributable to the value of vested
          Matching Contributions made after December 31, 1984, except that a
          Participant who has been a Participant for fewer than five years at
          the date of giving such notice pursuant to Section 2.05 may not
          withdraw any part of the dollar amount of Matching Contributions made
          during the two years ending on the date of such notice; provided,
          however, that the suspension rules of Section 6.05


                                       42
<PAGE>

          shall apply if any withdrawal is made pursuant to this clause (5).

     6.03. Withdrawals of Basic and Supplemental Contributions. Any Participant
who has attained age 59-l/2 may elect in accordance with Section 2.05 to
withdraw all or any part of the value in respect of his Basic Contributions and
Supplemental Contributions. If a Participant makes a withdrawal under this
Section, the suspension rules of Section 6.05 shall apply.

     6.04. Hardship Withdrawals. After a Participant has withdrawn the maximum
amount permissible under Sections 6.02 and 6.03 and the maximum amount available
to him under all other plans maintained by the Company or a Component Member
(other than hardship distributions), and after he has obtained all nontaxable
loans available to him under all plans maintained by the Company or a Component
Member, such Participant may, upon written application in the case of "hardship"
as such term is defined below, withdraw all or a portion of the Participant's
accounts in respect of Basic Contributions and Supplemental Contributions under
the Plan (excluding, in the case of withdrawals after December 31, 1988, amounts
which constitute income that, under regulations of the Treasury Department, may
not be withdrawn with respect to such Basic and Supplemental Contributions). A
withdrawal based upon hardship pursuant to this Section:


                                       43
<PAGE>

(i) shall not exceed the amount required to meet the immediate financial need,
except that it may include amounts necessary to pay any Federal, State or local
income taxes or penalties reasonably anticipated to result from the
distribution; and (ii) shall be made only if such amount is not reasonably
available from other sources of the Participant, including those assets of his
spouse and minor children that are reasonably available to the Participant.

     For purposes of this Section, the term "hardship" shall mean circumstances
which have given rise to an immediate and heavy financial need of the
Participant. Such circumstances shall be limited to: (A) medical expenses
described in Section 213(d) of the Code, previously incurred by the Participant,
his spouse, or any of his minor children or other dependents as defined in
Section 152 of the Code or that may be necessary for these individuals to obtain
medical care as described in Section 213(d) of the Code; (B) the purchase
(excluding mortgage payments) of a principal residence for the Participant; (C)
payment of tuition for the next twelve months of post-secondary education for
the Participant, his spouse, children or dependents, as defined in Section l52
of the Code; (D) the need to prevent the eviction of the Participant from his
principal residence or foreclosure on the mortgage of his principal residence;
or


                                       44
<PAGE>

(E) any other deemed immediate and heavy financial need set forth in Treasury
publications.

     A Participant who makes a hardship withdrawal (i) shall not be entitled to
have further Basic Contributions or Supplemental Contributions made on his
behalf (nor any related Salary reduction) until the first pay period that begins
12 months after the Participant received such withdrawal, and (ii) shall not be
entitled to have Basic Contributions and Supplemental Contributions made on his
behalf (nor any related Salary reduction) for the taxable year following the
taxable year of such withdrawal in excess of the applicable dollar limit under
Section 4.01 for such next taxable year, less the amount of Basic Contributions
and Supplemental Contributions made on his behalf for the taxable year of such
withdrawal.

     The standards shall be applied by the Administrative Committee on a uniform
and nondiscriminatory basis and shall be subject to hardship standards set forth
under Treasury Regulations issued under Section 401(k) of the Code. The
Administrative Committee shall promulgate guidelines and applications with
respect to "hardship." Any such withdrawal shall be made effective as soon as
administratively practicable following approval of the withdrawal by the
Administrative Committee.


                                       45
<PAGE>

     6.05. Suspension Rules. If a withdrawal is subject to the suspension rules
pursuant to Section 6.02 or 6.03, then the Company shall suspend making Matching
Contributions to the Fund on his behalf for a period of 6 months following the
date of such withdrawal. During a suspension period under Section 6.02 or 6.03
(but not a suspension period under Section 6.04), the Participant may continue
to have Salary reductions made under Section 4.01 or 4.02. For this purpose, if,
in any Plan Year during which a Participant is subject to a suspension penalty,
the Participant's Basic Contributions are restricted by the maximum annual
dollar limitation imposed under Section 4.02, the suspension shall be imposed
until the Matching Contribution that would be made, in such Plan Year or any
subsequent Plan Year, on his behalf after the date of the withdrawal is reduced
by an amount equal to 6/12 of the Matching Contribution he received in the Plan
Year of such withdrawal, or he would have been entitled to receive in such Plan
Year but for the suspension, for participation throughout such Plan Year.

     6.06. Loans. A Participant or former Participant shall be entitled to apply
to the Administrative Committee or the Administrative Delegate to obtain a loan
from the Plan; provided, however, that no loan shall be made for less than
$1,000 or which would require a repayment amount of less than $20 per month. A
Participant may not have


                                       46
<PAGE>

outstanding under the Plan at any time more than (i) one loan to finance the
purchase of a principal residence and (ii) after June 30, 1997, more than two
general purpose loans (except to the extent that more than two general purpose
loans were outstanding on June 30, 1997). A Participant may apply for more than
one loan in any calendar year. The aggregate outstanding amount of a
Participant's loans from the Plan may not exceed the lesser of (i) $50,000,
reduced by the excess of the highest outstanding balance of loans from the Plan
during the one-year period ending on the date the loan is made, over the
outstanding balance of loans from the Plan on the date the loan is made, or (ii)
50% of the Participant's aggregate vested account balance in the Plan. For the
purposes of this paragraph, the Valuation Date immediately preceding the date on
which the Participant applies for the loan shall be determinative.

     Each loan to a Participant shall be secured by a pledge of the
Participant's vested account balance in the Plan to the extent of the unpaid
amount of the loan. The funds for such a loan shall be taken (a) pro rata from
the Participant's Basic and Supplemental Contribution accounts or (b) if so
specified by the Participant in connection with his application, the separate
accounts maintained for such Participant in respect of any Rollover
Contributions (as


                                       47
<PAGE>

defined in Section l6.02) made by such Participant with any excess loan amount
taken pro rata from such Basic and Supplemental Contribution accounts. To the
extent that the Participant's investment funds (excluding the Company Stock
Fund) in such accounts are insufficient to satisfy the loan request, the amount
of the loan shall be reduced by the amount of such insufficiency. The right to
receive repayments of the loan shall be considered an asset of the Plan held in
the Participant's Basic and Supplemental Contribution accounts and/or Rollover
Contribution accounts, as the case may be, and all loan repayments made by the
Participant shall be credited (as investment earnings, in the case of the
interest paid to such accounts) pro rata according to the amounts originally
taken from each account for the loan and shall be invested in accordance with
such Participant's election pursuant to Sections 2.05 and 5.03 in effect at the
time of such repayments (whether or not Salary reductions are then being made on
behalf of such Participant).

     Each Participant who obtains a loan must agree, under uniform rules
established by the Administrative Committee, to repayment of such loan under a
fixed schedule approved by the Administrative Committee, and such schedule may
provide for repayment by monthly installments to be made exclusively by
withholding from the Participant's Salary, except where


                                       48
<PAGE>

the Participant elects to prepay the entire unpaid balance of the loan.

     In any event, such repayment schedule shall provide for a general purpose
loan to be repaid no later than 4-? years after the date on which the loan funds
are disbursed, and for a principal residence loan to be repaid no later than 15
years after such date. In the event that payroll deductions cannot be made
because the Participant is on an authorized unpaid leave of absence, payroll
deductions shall be suspended. To the extent necessary to ensure repayment of
the loan within five years, in the case of a general purpose loan, or 15 years,
in the case of a principal residence loan, the monthly repayment amount shall be
adjusted upon the Participant's return to reflect the fewer number of payroll
deductions remaining over the term of the loan. If a payroll deduction cannot be
made because the Participant's payroll check is insufficient for any reason, the
Participant may be required to pay directly to the Plan on a monthly basis the
balance of the amount that would otherwise have been deducted.

     In the event that prior to full repayment of a loan under this Section 6.06
a distribution becomes payable to or on account of a Participant, the
distribution shall be made to the Participant or the Participant's Beneficiary
net of the outstanding loan balance (including accrued interest).


                                       49
<PAGE>

For purposes of this paragraph, the estate of a deceased Participant shall be
deemed to be the Participant's Beneficiary as to the portion of his account
balance in the Plan which secures the loan.

     Notwithstanding anything above to the contrary, to the extent permissible
under applicable Department of Labor Regulations, in the event that a
Participant terminates employment for any reason (including death), any
outstanding loan to the Participant under this Section 6.06 shall, unless the
Administrative Committee otherwise determines in accordance with
non-discriminatory rules, continue to be due and payable in accordance with such
fixed repayment schedule except that the entire remaining amount of such loan
shall become due and payable immediately prior to the time when such
Participant's entire account balance is distributed to him or his Beneficiary.

     If any Participant fails to make any required payment more than three
months after the date due, a default on the loan shall occur. In the event of
such a default, (i) all remaining payments on the loan shall be immediately due
and payable, (ii) the Participant shall be suspended from electing Basic or
Supplemental Contributions until after the loan has been paid and (iii) the
Participant shall not be entitled to any further loans from the Plan.


                                       50
<PAGE>

     In the case of any default on a loan to a Participant, the Administrative
Committee shall apply the portion of the Participant's interest in the Plan held
as security for the loan in satisfaction of the loan on the earliest practicable
date; provided, however, that no such action shall be taken if the action would
result in a distribution that is not permissible under the provisions of Section
40l(k) of the Code and the applicable Treasury Regulations. In addition, the
Administrative Committee may take any and all legal action it shall consider
necessary or appropriate to enforce collection of the unpaid loan, with the
costs of any legal proceeding or collection procedure to be charged to the
accounts of the Participant as determined by the Administrative Committee.

     The annual interest rate charged on loans from the Plan shall be one
percentage point above the "prime rate", as published in The Wall Street Journal
on the last business day during the month preceding the month in which the loan
application is received.

     A request by a Participant for a loan shall be made in accordance with
Section 2.05 on a form obtained from the Administrative Delegate. The request
shall specify the amount and term of the requested loan and, if a loan is
requested for a term in excess of five years, shall include a statement (and
such other documents as may be required by


                                       51
<PAGE>

the Administrative Committee) confirming that the loan proceeds will be used for
the purpose of financing the acquisition of a principal residence for the
Participant.

     In the case of any approved loan, disbursement of the loan funds from the
Fund shall be made as promptly as practicable thereafter, but in no event prior
to execution by the Participant of all documents required by the Administrative
Committee in connection with the loan.

     Notwithstanding anything elsewhere in the Plan to the contrary, the
provisions of this Section 6.06 shall be effective for all loans for which funds
are disbursed on or after April 1, 1996. The provisions of Section 6.06 as in
effect on March 31, 1996, shall remain in effect for all loans for which funds
were first disbursed prior thereto and after October 19, 1989, and the
provisions of Section 6.06 as in effect on December 31, 1988, shall remain in
effect for all loans for which funds were first disbursed prior to October 19,
1989.

     Notwithstanding the foregoing, the Administrative Committee may in its
discretion suspend the making of any further loans if the aggregate value of all
outstanding loans made pursuant to the Plan exceeds 30% of the Plan's assets.

     6.07. Direct Rollover. This Section applies to distributions made on or
after January 1, 1993. Notwith-


                                       52
<PAGE>

standing any provision of the Plan that would limit an election under this
Section 6.07, a Participant, his surviving spouse or an alternate payee (as
defined in Section 414(p) of the Code) who is the Participant's spouse or former
spouse, may elect, at the time and in the manner prescribed by the
Administrative Committee, to have any portion of an Eligible Rollover
Distribution paid directly to an Eligible Retirement Plan specified by such
individual in a direct rollover.

     The following definitions apply for purposes of this Section 6.07:

          (a) "Eligible Rollover Distribution" means any distribution of all or
     any portion of the balance to the credit of a Participant, his surviving
     spouse or an alternate payee who is the Participant's spouse, or former
     spouse, except as provided in Section 402(c)(4) of the Code and applicable
     Treasury Regulations.

          (b) "Eligible Retirement Plan" means an individual retirement account
     or annuity as described in Section 408 of the Code, an annuity plan as
     described in Section 403(a) of the Code or a qualified trust described in
     Section 40l(a) of the Code, that accepts Eligible Rollover Distributions,
     except as provided in Section 402(c)(9) of the Code and applicable Treasury
     Regulations.


                                       53
<PAGE>

     6.08. Administration of Loan and Withdrawal Requests. Anything in Sections
6.01, 6.02, 6.03, 6.04 and 6.06 to the contrary notwithstanding, the
Administrative Committee may direct an Administrative Delegate to administer
certain loans to and withdrawal requests by Participants in accordance with
written directions given by the Administrative Committee and reasonably
acceptable to the Administrative Delegate, which directions shall not be
inconsistent with the provisions of the Plan.

                                   ARTICLE II
                                   ----------
                        APPOINTMENT OF NAMED FIDUCIARIES
                        --------------------------------

     7.01. Named Fiduciaries. The Named Fiduciaries under the Plan are as
follows:

          (a) The Board;

          (b) The Pension Committee;

          (c) The Administrative Committee; and

          (d) Each Funding Agent solely with respect to the Plan assets under
     its control and not with respect to any administrative functions delegated
     by written agreement under which it acts as Administrative Delegate.

     7.02. Plan Administrator. The "administrator" and "plan administrator" of
the Plan, as defined in Sections


                                       54
<PAGE>

3(16) and 414(g) of ERISA and the Code, respectively, shall be the Parent
Company.

     7.03. Appointment of Pension Committee. The Pension Committee shall consist
of two or more persons appointed by the Board who shall serve at the pleasure of
the Board.

     7.04. Appointment of the Administrative Committee. The Administrative
Committee shall consist of two or more persons appointed by the Board who shall
serve at the pleasure of the Board.

     7.05. Existence of Committees. If at any time any committee is not
appointed and acting, then for the purposes of the Plan the person with the
power to appoint members of such committee shall be deemed to be such committee.

     7.06. Vacancies and Resignations. Any member of any committee may resign by
delivering or mailing his written resignation to the person with the power to
appoint members of such committee and to the secretary or chairman of the
committee from which he is resigning, and such resignation will become effective
upon the last such delivery or at any later date specified therein. Vacancies in
any committee shall be filled by the person with the power to appoint members of
such committee, but pending action by any such person, may be filled by the
remaining members.


                                       55
<PAGE>

     7.07. Committee Officers. Each committee shall designate a secretary (who
need not be a member of the committee) who shall keep or cause to be kept
minutes of all committee proceedings and keep all data, records and documents
relating to the committee's administration of the Plan.

     7.08. Committee Meetings. Each committee shall act and hold meetings upon
such notice, at such time, and at such place as it may determine. A majority of
the members of a committee shall constitute a quorum for the transaction of its
business. All resolutions or actions taken by a committee shall be by vote of a
majority of those present at a meeting, participating in a telephone conference
call, or in writing by a majority of all the members if they act without a
meeting or telephone conference call.

     7.09. Employment of Experts. Each committee may employ or engage such
independent actuary, accountant, counsel, other experts or persons as it deems
necessary in connection with discharging its duties under the Plan.

     7.10. Committee Compensation. Unless otherwise determined by the Board, the
members of the committees shall not be compensated by the Plan or the Fund for
their services as such.

     7.11. Payment of Expenses. All expenses incurred in connection with the
administration of the Plan or any


                                       56
<PAGE>

agreement with a Funding Agent, including, but not limited to, the compensation
of the Funding Agent and of any actuary, accountant, counsel, other experts or
persons who shall be employed by the committees in connection with the
administration thereof, shall be paid out of the Fund to the extent not paid by
the Company.

     7.12. Binding Action. To the extent permitted by law, all actions taken and
decisions made by a committee shall be final, conclusive and binding on all
persons having any interest in the Plan or in any benefits payable thereunder.

     7.13. Service in Various Fiduciary Capacities. Any person or group of
persons may serve in more than one fiduciary capacity with respect to the Plan,
and any fiduciary may serve as such in addition to being an officer, employee,
agent or other representative of a "party in interest" as defined by Section
3(14) of ERISA.

                                  ARTICLE VIII
                                  ------------
                     POWERS AND DUTIES OF NAMED FIDUCIARIES
                     --------------------------------------

     8.01. Board Powers and Duties. The Board's sole powers and duties with
respect to the Plan shall be as follows:

          (a) Appoint members of the Pension Committee and periodically review
     the performance of the Pension Committee in light of its responsibilities;


                                       57
<PAGE>

          (b) Decide whether to adopt amendments to the Plan pursuant to the
     recommendation of the Pension Committee as provided in Section 8.02(c); and

          (c) Authorize the Parent Company to enter into agreements with, and
     replace, Funding Agents pursuant to the recommendations of the Pension
     Committee. The Board shall also have the powers specified elsewhere in the
     Plan and in any agreement with a Funding Agent.

     8.02. Pension Committee Powers and Duties. Except to the extent otherwise
provided herein, the Pension Committee shall oversee the administration of the
Plan as provided in this Article. Without in any way limiting the preceding
sentence, the Pension Committee shall:

          (a) Periodically review the performance of the Administrative
     Committee in light of its responsibilities;

          (b) Establish such general rules, regulations, policies, practices and
     procedures, as well as standing interpretations of general application, as
     it in its discretion may determine from time to time to be necessary or
     proper to carry out its supervisory responsibilities in the administration
     of the Plan;

          (c) Adopt, or recommend to the Board the adoption of, any amendments
     to the Plan which in the Committee's


                                       58
<PAGE>

     judgment are necessary or proper or are required to comply with ERISA or
     the Code;

          (d) Review periodically the performance of Funding Agents, appoint and
     replace Funding Agents or make recommendations to the Board concerning
     their appointment or replacement, and authorize the Administrative
     Committee on behalf of the Parent Company to enter into agreements with
     Funding Agents; and

          (e) Have the power and authority specified in any agreements with the
     Funding Agent.

     8.03. Administrative Committee Powers and Duties. Except to the extent
otherwise provided herein, the Administrative Committee shall be responsible for
the administration of the Plan and shall be responsible for carrying out its
terms. The Administrative Committee shall perform its responsibilities in
accordance with such general rules, regulations, policies, practices and
procedures as well as standing interpretations of general application as may be
promulgated from time to time by the Pension Committee and shall also have the
discretionary authority to do the following:

          (a) Adopt, or recommend to the Pension Committee, any amendments to
     the Plan which in the Administrative Committee's judgment are necessary or
     proper or are required to comply with ERISA or the Code, any such


                                       59
<PAGE>

     amendments by the Administrative Committee to be reported to the Pension
     Committee;

          (b) Make recommendations to the Pension Committee concerning any
     matters affecting the Plan or its assets, including, without limitation,
     recommendations as to the appointment, termination and replacement of
     Funding Agents;

          (c) Review periodically the performance of Funding Agents;

          (d) On behalf of the Parent Company, enter into agreements with
     Funding Agents regarding any matters deemed necessary or desirable to
     implement any provision of the Plan or any actions taken by the Pension
     Committee;

          (e) Cause to be maintained such data, records and documents as are
     necessary or desirable for the administration of the Plan and the
     determination of benefits due under the Plan;

          (f) Establish rules governing the submission of claims for benefits,
     retirement, and the designation of Beneficiaries, including the
     circumstances under which any intended election or designation may be
     revoked or will be ineffective;

          (g) In its discretion, determine or cause to be determined eligibility
     for benefits under the Plan


                                       60
<PAGE>

     (including the date on which an individual ceases to be a Participant), and
     the amount due, if any, and with respect to each Participant who so
     requests (no more than once in any twelve month period) or who terminates
     his service with Component Members, cause to be prepared a report
     sufficient to inform such Participant of his accrued benefits under the
     Plan. To the extent permitted by applicable law, determinations by the
     Administrative Committee shall be final and binding;

          (h) Within 90 days of a claim for benefits (unless special
     circumstances exist which require an extension of time for processing the
     claim, in which case the Administrative Committee will notify the claimant
     of the special circumstances within 90 days after receipt of the claim and
     will provide the following notice within 180 days after receipt of the
     claim for benefits), provide any claimant whose claim is wholly or
     partially denied written notice of such decision setting forth: (i) the
     specific reason or reasons for the denial; (ii) specific references to the
     pertinent Plan provisions, if any, on which the denial is based; (iii) a
     description of any additional material or information which may be
     necessary for the claimant to perfect the claim and an explanation of why
     such


                                       61
<PAGE>

     material or information is necessary; and (iv) an explanation of the
     following claims review procedure:

          Any claimant whose claim has been denied in whole or in part, or his
     duly authorized representative, may appeal such denial by making within 60
     days a written application to the Administrative Committee. In connection
     with any such appeal the claimant or his duly authorized representative may
     review pertinent documents and submit issues and comments in writing. The
     Administrative Committee shall review and make the final decision with
     respect to any claim so appealed. The decision on review shall be made no
     later than 60 days after the Administrative Committee's receipt of a
     request for review, unless special circumstances require an extension of
     time for processing, in which case the claimant will be notified within the
     original 60 days of the extension and the decision on review will be made
     no later than 120 days after the initial receipt of request for review.
     Such decision shall be in writing, shall include specific reference to the
     pertinent Plan provisions on which the decision is based and shall be final
     and binding;

          (i) Direct disbursement of benefit payments by any Funding Agent;


                                       62
<PAGE>

          (j) Cause to be determined and certify to each Company the
     contributions required of it under the Plan;

          (k) Cause to be prepared the annual report of the Plan and statement
     of the financial condition of the assets of the Plan and any further
     information pertaining to the Plan which the Board or the Pension Committee
     may request;

          (l) Cause to be prepared and distributed such materials as are
     required by ERISA or Federal and state securities laws;

          (m) Establish rules under Section 6.04 governing the determination of
     "hardship" and the amount a Participant may withdraw from the Fund in order
     to meet such hardship;

          (n) Establish rules under Section 6.06 governing the availability of
     loans to Participants and the manner of repayment of such loans;

          (o) Exercise voting rights with respect to shares in the collective
     investment or mutual funds referred to in Exhibit C to the Plan;

          (p) Establish procedures under the Plan in order to determine if a
     domestic relations order is a qualified domestic relations order under the
     applicable provisions of Section 4l4(p) of the Code; and


                                       63
<PAGE>

          (q) Have such powers and authority as may be delegated to it pursuant
     to the terms of any agreements with the Funding Agent.

     8.04. Administrative Powers. The Board and each Committee shall have the
power to take all action and to make all decisions necessary or proper in order
to carry out its duties and responsibilities under the Plan, including without
limitation, the following:

          (a) To make and enforce such rules and regulations as it shall deem
     necessary or proper for the efficient administration of its duties and
     responsibilities under the Plan;

          (b) To delegate in writing such of its responsibilities and authority
     as in its judgment are necessary or proper for the efficient administration
     of the Plan; and

          (c) To allocate among its members specified fiduciary responsibilities
     (other than trustee responsibilities as defined in Section 405(c)(3) of
     ERISA); any such allocation shall be in writing and shall specify the
     persons to whom allocation is made and the terms of the allocations,
     including the nature of the functions allocated.


                                       64
<PAGE>

     8.05. Funding Agent Duties. Each Funding Agent shall hold, manage or invest
the Plan assets under its control pursuant to its agreement with the Parent
Company.

     8.06. Administrative Delegate Duties. Notwithstanding any other provision
of the Plan, in the event that certain administrative functions have been
delegated to an Administrative Delegate pursuant to a written agreement or
written directions of the Administrative Committee, such Administrative Delegate
shall carry out the functions covered by such agreement without discretionary
authority or control and within the framework of policies, interpretations,
rules, practices, and procedures established by the Administrative Committee or
by any other Named Fiduciary making such delegation in accordance with the Plan.
Any action taken by the Administrative Delegate may be appealed by an affected
Participant to the Administrative Committee in accordance with the claims review
procedures provided in Section 8.03. Any decisions which call for
interpretations of any provision of the Plan which have not previously been made
by a Named Fiduciary shall be made only by a Named Fiduciary with respect to the
services it provides with respect to such administrative functions.


                                       65
<PAGE>

                                   ARTICLE IX
                                   ----------
                            FIDUCIARY RESPONSIBILITY
                            ------------------------

     9.01. General Standard of Care. Each fiduciary with respect to the Plan
shall discharge its duties and exercise its powers and authority specified
herein in accordance with the terms hereof, and except as otherwise permitted by
law:

          (a) solely in the interest of Participants and their Beneficiaries;

          (b) for the exclusive purpose of (i) providing benefits to
     Participants and their Beneficiaries; and (ii) defraying reasonable
     expenses of administering the Plan; and

          (c) with the care, skill, prudence, and diligence under the
     circumstances then prevailing that a prudent man acting in a like capacity
     and familiar with such matters would use in the conduct of an enterprise of
     a like character and with like aims.

     9.02. Prohibited Transactions. No fiduciary with respect to the Plan shall
permit any transaction, give any instruction, or engage in any conduct or
activity prohibited by Section 406 of ERISA. Except as permitted by Section
404(b) of ERISA, no fiduciary may maintain any indicia of ownership of any
assets of the Plan outside the jurisdiction of the district courts of the United
States.

     9.03. Limitation of Liability for Acts of Co-fiduciaries. To the fullest
extent permitted by law, no fiduciary with respect to the Plan shall be liable
for any


                                       66
<PAGE>

breach by any other fiduciary of the general standard of care specified in
Section 9.01, unless:

          (a) the fiduciary sought to be held liable knowingly participated in
     or concealed the breach or had knowledge of the breach and failed to make
     reasonable efforts to remedy it; or

          (b) the fiduciary sought to be held liable himself violated the
     general standard of care in Section 9.01 in appointing or continuing the
     appointment of, or in allocating duties to, or continuing the allocation of
     duties to, the breaching fiduciary.

     9.04. Fiduciary Liability Limited to That Imposed by ERISA. Notwithstanding
any provision of the Plan, no fiduciary with respect to the Plan shall be liable
for any act or failure to act by himself or by another person, except as
required by ERISA or as otherwise required by law. The sole purpose of setting
forth the general standard of care in Section 9.01, restrictions with respect to
prohibited transactions in Section 9.02, and the limitation of liability for
acts of co-fiduciaries in Section 9.03 is to inform fiduciaries of the general
rules applicable under ERISA, and the sole purpose of setting forth the duties
and responsibilities of various persons is to delineate clearly their roles and
thereby limit any potential liability under ERISA for situations in which they
have no duties or


                                       67
<PAGE>

responsibilities. No member of any committee shall be liable to any Participant
or to any person claiming rights derived from a Participant or to the Company or
Component Members by reason of the exercise of his discretion as a member of
such committee.

     9.05. Indemnification of Fiduciaries. The Board may purchase or cause to be
purchased insurance for the benefit of, and/or otherwise provide indemnification
for, persons who are fiduciaries with respect to the Plan for expenses and
liability arising in appropriate circumstances from their status as such.

     9.06. Bonds Not Required. No fiduciary hereunder, nor any employee or agent
thereof nor expert retained thereby, shall be required to post any bond for the
faithful performance of its duties, except as may be otherwise required by law.

     9.07. Fiduciary Discretion. In discharging the duties assigned to it under
the Plan, the Named Fiduciaries and any other fiduciary, except a Funding Agent
with respect to any administrative functions delegated by written agreement by
which it acts as Administrative Delegate, have the discretion to interpret the
Plan, including its eligibility provisions and its provisions relating to
qualification for and accrual of benefits; adopt, amend and rescind rules and
regulations pertaining to its duties under the Plan; and to


                                       68
<PAGE>

make all other determinations necessary or advisable for the discharge of its
duties under the Plan. Such Named Fiduciaries' and such other fiduciaries'
discretionary authority is absolute and exclusive if exercised in a uniform and
nondiscriminatory manner with respect to similarly situated individuals and such
decisions shall be binding on all persons seeking Plan benefits. The express
grant in the Plan of any specific power to a Named Fiduciary or any other
fiduciary with respect to any duty assigned to it under the Plan must not be
construed as limiting any power or authority of the Named Fiduciary or such
other fiduciary to discharge its duties.

                                    ARTICLE X
                                    ---------
                      LIMITATION OF RIGHTS AND OBLIGATIONS
                      ------------------------------------

     10.01. Plan Is Voluntary. Although it is the intention of the Company that
the Plan and contributions hereunder shall be continued, the Plan is entirely
voluntary on the part of the Company and continuance of the Plan and the payment
of contributions hereunder are not assumed as contractual obligations of the
Company, and the Company does not guarantee or promise to pay or to cause to be
paid any of the benefits provided by the Plan. Except to the extent otherwise
required by law, the Company specifically reserves the right, in its sole
discretion, to modify, reduce, suspend, in whole or in part, at any time or from
time to time


                                       69
<PAGE>

and for any period or periods of time, or to discontinue at any time,
contributions under the Plan; provided, however, that as provided in Section
l2.0l, no action may be taken which shall decrease any Participant's accrued
benefit.

     10.02. Plan Does Not Create Employment Rights. The Plan shall not be deemed
to constitute a contract between the Company and any person or to be
consideration or inducement for the employment of any person by the Company.
Nothing contained in the Plan shall be deemed (a) to give any person the right
to be retained in the service of the Company or (b) to interfere with the right
of the Company to discharge any person at any time without regard to the effect
which such discharge shall have upon his rights or potential rights, if any,
under the Plan.

     10.03. Distributions Only From Fund. Each Participant and any other person
who shall claim any rights under the Plan shall be entitled to look only to the
Fund for any payment or benefit, and neither the Company nor the fiduciaries
hereunder shall, except as required by ERISA, be liable in any manner if the
Fund shall be insufficient to provide for any such payment or benefit. Except as
otherwise provided by ERISA, payments under the Plan are to be made only from
the Fund and only to the extent that the Fund shall suffice therefor.


                                       70
<PAGE>

                                   ARTICLE XI
                                   ----------
                    CONTRIBUTIONS LIMITATIONS IMPOSED BY LAW
                    ----------------------------------------

     11.01. Limitation on Company Contributions. Contributions by each Company
shall be subject to the following provisions:

          (a) Contributions shall be made whether or not such Company has
     current or accumulated earnings and profits.

          (b) Contributions for any calendar year shall not exceed the amount
     that is deductible by a Company for federal income tax purposes for its
     taxable year (which is the calendar year). Any reduction under this clause
     (b) shall be made by a pro rata reduction in the aggregate amount of any
     Matching Contribution and, thereafter, by payments of Basic and
     Supplemental Contributions directly to Participants equal to the aggregate
     remaining excess. Such payments to Participants shall be made as soon as is
     administratively feasible and shall be allocated pro rata based on
     Participants' respective Salary reductions for the calendar year.

          (c) No Contributions shall be made on behalf of a Participant for any
     Plan Year commencing with 1987 if his "Annual Additions" for such Plan Year
     would thereby exceed the lesser of (i) 25% of his compensation (as defined
     in Section 415(c) of the Code and applicable


                                       71
<PAGE>

     Treasury Regulations) for such Year and (ii) $30,000 (or such greater
     amount as may be permitted under Section 415(c)(1)(A) of the Code).
     Effective January 1, 1997, Basic and Supplemental Contributions and pre-tax
     contributions under a plan established pursuant to Code Section 125 shall
     be included in determining compensation for purpose of the 25% limit
     included in clause (i) above. For purposes of this subparagraph (c), the
     term "Annual Additions" for any Plan Year means, in respect of a
     Participant, the sum for such Plan Year of (1) any Basic Contributions and
     Supplemental Contributions, together with any Matching Contributions in
     respect thereof, made on his behalf to the Fund for such Year; (2)
     forfeitures; and (3) amounts allocated to an individual medical account as
     defined in Section 415(1) of the Code, which is part of a defined benefit
     plan maintained by a Company and amounts (derived from contributions paid
     after December 31, 1985, in taxable years ending after such date)
     attributable to post-retirement medical benefits that are allocated to the
     separate account of a key employee, as defined in Section 419A(d)(3) of the
     Code under a welfare benefit plan (as defined in Section 4l9(e) of the
     Code), maintained by a Company.


                                       72
<PAGE>

          In the event that a reduction in a Participant's Annual Additions
     shall be required for any calendar year to conform to the limitations of
     this subparagraph (c), the Supplemental Contribution allocable to the
     Participant for such calendar year together with any net earnings thereon
     shall be refunded to him before the end of the year or as soon as possible
     thereafter, to the extent that such Participant would otherwise have excess
     Annual Additions for the year. Any further reduction that is required shall
     be made (to the extent possible) in the Basic and Matching Contribution
     otherwise payable on his behalf; such reduction shall be made by refund of
     such Basic Contribution (with earnings) with any Matching Contribution
     previously paid which cannot be allocated to a Participant by reason of
     this provision to be reallocated (to the extent possible) as an additional
     Matching Contribution for all other participating Employees.

          If any Participant hereunder is also a participant in another employee
     retirement plan which (a) is a defined contribution plan within the meaning
     of Section 414(i) of the Code and (b) is sponsored by a Company or a
     Component Member, then the foregoing limitations shall be applied on an
     aggregate basis. Any reduction


                                       73
<PAGE>

     in Contributions required under this provision and comparable provisions of
     such other plans shall first be made, to the extent possible, in
     Contributions allocated under this Plan, except that, to the extent
     required by Income Tax Regulations, any such reduction shall instead first
     be made in the contributions to such other plans which are allocated as of
     a date on or after the date the Contributions under this Plan are actually
     allocated.

          (d) For purposes of applying the definition of Component Member in
     Article I to this Section 11.01, the phrase "more than 50 percent" shall be
     substituted for the phrase "at least 80 percent" each place it appears in
     Section 1563(a)(1) of the Code.

                                   ARTICLE XII
                                   -----------
                            AMENDMENT AND TERMINATION
                            -------------------------

     12.01. Amendment. Subject to the terms of Section 4.09, the Board, the
Pension Committee or the Administrative Committee may, at any time, or from time
to time, modify or amend the Plan, whether prospectively or retroactively and
whether upon termination or otherwise, but no amendment or modification may
reduce the accrued benefit of any Participant or other person except as required
to cause the Plan and any relevant trust agreement to be qualified under Section
401(a) of the Code.


                                       74
<PAGE>

     12.02. Termination. The Board may at any time terminate the Plan, in whole
or in part, with respect to any Company.

     12.03. Allocation of Assets upon Termination. In the event of the complete
termination or partial termination of the Plan or termination only with respect
to any Company participating in the Plan (either by action of the Company or
through the complete discontinuance of contributions by a Company), the assets,
as determined by the Administrative Committee, attributable to the accounts of
the Participants of the Company with respect to which the Plan is terminating
shall vest in such Company's Participants and shall be paid to Participants in
lump-sum distributions to the extent permitted by applicable law; provided,
however, no distribution shall be made if such distribution is not permissible
under the provisions of Section 401(k) of the Code. The Board shall determine
the date as of which distributions shall be made to Participants in accordance
with such Section 401(k) of the Code. In the case of a partial termination, this
paragraph shall apply only to the portion of the Plan terminated.

         If the Plan terminates because the Company ceases to exist, any
unallocated amounts held in a suspense or escrow account because of the
limitations imposed by Section 11.01 must be allocated, to the extent possible
under Section 415


                                       75
<PAGE>

of the Code, for the year of termination. Any remaining unallocated amounts
shall be repaid to the Company.

                                  ARTICLE XIII
                                  ------------
                            LIMITATION ON ASSIGNMENT
                            ------------------------

     13.01. Protection of Beneficiaries. In order that the benefits hereunder
shall be fully protected against claims of all sorts, direct or otherwise, none
of the benefits provided hereunder to any person shall be assignable or
transferable voluntarily, nor shall they be subject to the claims of any
creditor whatsoever, nor subject to attachment, garnishment or other legal
process by any creditor or to the jurisdiction of any bankruptcy court or any
insolvency proceedings by operation of law, or otherwise, and no person shall
have any right to alienate, anticipate, pledge, or encumber any of such benefits
voluntarily or involuntarily; provided, however, that an alternate payee's
rights hereunder shall, in accordance with applicable provisions of Section
4l4(p) of the Code, be subject to the requirements of any qualified domestic
relations order (as defined therein). The Administrative Committee shall
establish reasonable procedures in determining the qualified status of any
domestic relations order and for administering distributions under any such
order. If, by operation of law, or otherwise, any benefit or other amount due
hereunder is subject to such a claim, the Administrative Committee may


                                       76
<PAGE>

apply it to or for the benefit of such person, his spouse, children or other
dependent, or any of them, in such manner as may be required by law. Nothing
herein shall be construed to prevent a testamentary disposition of the benefits
hereunder.

     13.02. Incompetence of Participant or Beneficiary. If the Administrative
Committee receives evidence satisfactory to it that a person entitled to receive
any payment under the Plan is legally incompetent to receive such payment and to
give valid release therefor, such payment may be made to the guardian,
committee, or other representative of such person duly appointed by a court of
competent jurisdiction. If a person or institution other than a guardian,
committee, or other representative of such person who has been duly appointed by
a court of competent jurisdiction is then maintaining or has custody of such
incompetent person, the payment may be made to such other person or institution
and the release of such other person or institution shall be valid and complete
discharge for the payment.

                                   ARTICLE XIV
                                   -----------
                      PARTICIPATION BY ADDITIONAL COMPANIES
                      -------------------------------------

     14.01. Eligibility. Any Subsidiary which was participating in the Plan
immediately prior to April 1, 1996, shall continue to participate in the Plan
and any


                                       77
<PAGE>

other Subsidiary will be eligible to participate in the Plan in accordance with
Section 14.02.

     14.02. Commencement of Participation. As of the start of any month, a
Subsidiary may become a Company on behalf of all or part of its employees upon
approval of the Parent Company and upon agreement of the Subsidiary to comply
with all the requirements and conditions of the Plan and all requirements and
conditions of any agreement with the Funding Agent.

     14.03. Effect of Participation. Each Subsidiary which participates in the
Plan agrees by its continued participation to make such contributions to the
Fund as determined by the Administrative Committee pursuant to Section 8.03 as
being necessary to fulfill such Subsidiary's obligations under the Plan.

     14.04. Termination of Participation. Any Company except the Parent Company
may withdraw from the Plan at the end of any Plan Year by giving thirty days'
prior written notice of such intention to the Administrative Committee and the
Funding Agent.

                                   ARTICLE XV
                                   ----------
                              TOP-HEAVY PROVISIONS
                              --------------------

     If the Plan is or becomes a Top-Heavy Plan in any calendar year (as
determined on December 31 of the preceding year, based on the value of Plan
benefits on such date)


                                       78
<PAGE>

beginning after 1983, the provisions of this Article will supersede any
conflicting provisions of the Plan.

          (a) Definitions. For purposes of this Article the following
     definitions will apply:

               (i) "Key Employee" shall mean any Participant in the Plan (or in
          any pension plan that covers Participant) who is a key employee within
          the meaning of Section 416(i) of the Code.

               (ii) "Top-Heavy Plan" shall mean the Plan for any year beginning
          after 1983 in which the Top-Heavy Ratio exceeds 60%.

               (iii) "Top-Heavy Ratio" shall mean the ratio of (1) the account
          balances (in the case of a defined contribution plan) and present
          value of accrued benefits (in the case of a defined benefit plan) for
          Key Employees under all plans in the Aggregation Group to (2) the
          account balances and present value of accrued benefits for all
          employees in all plans in the Aggregation Group, calculated in
          accordance with Section 416 of the Code and regulations thereunder.

               (iv) "Aggregation Group" means the Plan and any other plan which
          is required to be aggregated with the Plan under Section 416(g) of the
          Code, together with any other plan of a Company that is


                                       79
<PAGE>

          permitted to be included in the "aggregation group" under Section
          416(g) of the Code but only if such inclusion does not result in the
          Plan becoming a Top-Heavy Plan.

          (b) Minimum Allocation.

               (i) Except as provided in (ii) and (iii) below, for any calendar
          year in which the Plan is a Top-Heavy Plan, the contributions
          allocated on behalf of any Participant who is not a Key Employee shall
          be increased to the extent that the aggregate Matching Contributions
          on his behalf would otherwise be less than the lesser of 3 percent of
          compensation or the largest aggregate Matching Contributions, as a
          percentage of the Key Employee's compensation (defined for purposes of
          this Section in accordance with Section 415 of the Code), allocated on
          behalf of any Key Employee for that year. The minimum allocation is
          determined without regard to any Social Security contribution. The
          minimum allocation shall be made even though, under other Plan
          provisions, the Participant would not otherwise be entitled to receive
          an allocation or would have received a lesser allocation because of
          the Participant's


                                       80
<PAGE>

          failure to have Basic Contributions made on his behalf to the Plan or
          have compensation less than a stated amount. Any such additional
          allocation shall be credited to the Participant's accounts as though
          it were a Matching Contribution.

               (ii) The provisions in (i) above shall not apply to any
          Participant who was not employed by a Company on December 31 of the
          year.

               (iii) The minimum allocation under clause (i) above shall not
          apply to any Participant who is covered by any other pension plan or
          plans of a Company to the extent such plan or plans provide that the
          minimum allocation or retirement benefit applicable to Top-Heavy Plans
          will be met in such plan or plans.

          (c) Compensation Limitation. For any calendar year in which the Plan
     is a Top-Heavy Plan, only the first $150,000 (or such larger amount as may
     be permitted by law pursuant to Code Section 401(a)(17)) of a Participant's
     compensation shall be taken into account for purposes of determining
     contributions allocated under the Plan.

          (d) Vesting. For any year in which the Plan is a Top-Heavy Plan, the
     nonforfeitable interest of a Participant who terminates employment other
     than by


                                       81
<PAGE>

     death or retirement shall be determined under the following schedule:

                                                      Vesting
                  Completed Years of Service        Percentage
                  --------------------------        ----------
                  Less than three .................    0
                  Three or more   .................   100

          Notwithstanding the foregoing, if after having previously been a
     Top-Heavy Plan, the Plan is no longer a Top-Heavy Plan in any year, the
     vesting schedule set forth above shall no longer apply (and vesting shall
     be determined under otherwise applicable Plan provisions), except that (i)
     such schedule shall continue to apply (with respect to his entire account
     balance) to a Participant who has at least five Years of Service at the
     beginning of the year in which the Plan thus ceases to be a Top-Heavy Plan
     and (ii) in the case of any other Participant, with respect to his accrued
     benefit as of the beginning of such year, the vesting percentage applicable
     shall not be less than the percentage applicable under the above schedule
     as of the beginning of such year.

                                   ARTICLE XVI
                                   -----------
                             ROLLOVER CONTRIBUTIONS
                             ----------------------

     16.01. General. The special provisions set forth in this Article shall
apply to Rollover Contributions, as


                                       82
<PAGE>

defined herein, notwithstanding anything elsewhere in the Plan to the contrary.
Any Rollover Contribution made hereunder shall be entirely separate from, and
shall not affect, any other contributions made by or on behalf of a Participant
under the Plan; and any such Rollover Contribution shall not be taken into
account in applying the limitations set forth in Section 11.01.

     As used in this Article XVI in relation to Roll- over Contributions and
other Plan provisions that do not relate to contributions being made by or on
behalf of Participants, the term "Participant" shall include an Employee
regardless of whether such Employee has theretofore met, or thereafter meets,
the requirements for participation in the Plan specified in Section 2.02.

     16.02. Requests to Make Rollover Contributions. A Participant may at any
time file with the Administrative Committee a request that he be permitted to
make a Rollover Contribution. The Administrative Committee shall have the sole
discretion (which shall be exercised in an nondiscriminatory manner) as to
whether any such Rollover Contribution is permitted and may, as a condition of
its approval, require the Participant to furnish such evidence as the
Administrative Committee deems appropriate that the requested contribution will
constitute a Rollover


                                       83
<PAGE>

Contribution. Any such Rollover Contribution shall be made in cash.

     For purposes of the Plan, a "Rollover Contribution" means a contribution to
the Plan of an amount constituting a "rollover amount" or "rollover
contribution" under (i) Section 402(c) of the Code, (ii) Section 403(a)(4) of
the Code, or (iii) Section 408(d)(3) of the Code, or any successor provisions of
the Code.

     16.03. Crediting and Vesting of Rollover Contributions. Any amount
contributed as a Rollover Contribution during any month by a Participant shall
be remitted to the Funding Agent as soon as practicable after the end of the
month and shall be credited to the Participant's account as of the last day of
the month. The rights of a Participant to the value of any Rollover Contribution
made by him shall at all times be fully vested and nonforfeitable.

     16.04. Accounting for Rollover Contributions. A separate account shall be
maintained for a Participant in each investment fund (pursuant to Article V) for
any Rollover Contribution.

     16.05. Investment of Rollover Contributions. Any Rollover Contribution made
by a Participant shall be invested in accordance with the written directions of
the Participant in one or more of the investment funds described in Paragraph A
of Exhibit C (without regard to the manner of


                                       84
<PAGE>

investment of any other amounts contributed to the Plan on behalf of the
Participant).

                                  ARTICLE XVII
                                  ------------
                                  MISCELLANEOUS
                                  -------------

     17.01. Governing Laws. Except as otherwise provided by Section 514 of
ERISA, this Plan and all provisions thereof shall be construed and administered
according to the laws of the State of New York.

     17.02. Necessary Parties. The Company, the Plan and the named fiduciaries
shall be the only necessary parties in any litigation involving the Plan or
assets of the Plan, unless otherwise required by law.

     17.03. Titles and Headings Not to Control. The titles to the Articles and
the headings of Sections in the Plan are placed herein for convenience of
reference only, and in case of any conflict the text of this instrument, rather
than such titles or headings, shall control.

     17.04. Gender and Person. The masculine pronoun shall include the feminine
and the singular shall include the plural wherever the context so requires.

     17.05. Merger or Consolidation. No merger or consolidation of the Plan with
or transfer of assets or liabilities of the Plan to, any other plan shall be
permitted unless each Participant would (if the Plan then terminated) receive a
benefit immediately after the merger, con-


                                       85
<PAGE>

solidation, or transfer which is equal to or greater than the benefit he would
have been entitled to receive immediately before the merger, consolidation, or
transfer (if the Plan had been terminated).

     17.06. Applicability of Plan Provisions. If a person retires or otherwise
terminates employment and is not thereafter reemployed by a Company, the rights
of such person, as well as beneficiaries and any others claiming rights under
the Plan in respect of such person, to retirement or other benefits under the
Plan shall be governed by the applicable provisions of the Plan as in effect on
or before the date such person retired of terminated employment, except as
otherwise expressly provided by the Plan or as may be required by law.

     17.07. Military Service. Notwithstanding anything contained in the Plan to
the contrary, effective on and after December 4, 1994, Contributions, credit for
Years of Service and Hours of Service with respect to qualified military service
will be provided in accordance with Code Section 414(u)(4).


                                       86
<PAGE>

                                    EXHIBIT A
                                    ---------

                           Special Rules Applicable to
                         Employees of Transervice Lease
                        Corporation and Its Subsidiaries
                        --------------------------------

     Brink's, Incorporated has entered into a stock purchase agreement providing
for the sale of Transervice Lease Corporation ("TLC"), effective as of a date
identified in such agreement (the "Closing Date").

     As a result of this sale, TLC (and its subsidiaries) shall cease to be a
participating "Company" as of the Closing Date and the following special rules
and procedures shall apply exclusively to employees of TLC and its subsidiaries
("TLC Employees") in accordance with Section l2.03 of the Company's
Savings-Investment Plan:

     1. The account balance of a TLC Employee under the Plan shall not become
payable until after retirement or other separation from service with TLC (or its
successor) or any parent, subsidiary or other affiliate of TLC. Any such TLC
Employee shall continue to be a Participant until final payment is made, but
with no Contributions to be payable for periods after the Closing Date (but
earnings shall continue to accrue on his account balance).

     2. Any election made by a TLC Employee under the Plan prior to the Closing
date shall continue in effect under the Plan.


                                       87
<PAGE>

                                    EXHIBIT B

                      Special Rules Applicable to Employees
                        of Mountain Forest Products, Inc.
                        ---------------------------------

     This Exhibit B describes special provisions applicable to Employees who
were employees of Mountain Forest Products, Inc. immediately prior to January 1,
1996. To the extent the provisions in this Exhibit B are inconsistent with the
terms contained in the remainder of the Plan, the provisions contained in this
Exhibit B will take precedence.

I.  Merger of Plans
    ---------------

     As of January 1, 1996 (the "Merger Date"), the Profit Sharing Plan of
Mountain Forest Products, Inc. ("Prior Plan") was merged into the Plan, and the
assets of the Prior Plan were invested in the Minerals Stock account of the
Company Stock Fund in accordance with Sections 5.04 and 5.05 of the Plan. An
Employee with an account balance under the Prior Plan shall become a Participant
in this Plan, even if he does not file an application to have Basic
Contributions made on his behalf.

II.  Participation
     -------------

     An Employee employed by Mountain Forest Products, Inc. immediately prior to
the Merger Date shall be eligible to participate in the Plan with respect to
future Basic Contributions as of or following the date (not earlier than January
1, 1996) on which he satisfies the requirements contained


                                       88
<PAGE>

in Section 2.02 determined as if Mountain Forest Products, Inc. had been a
Component Member since the Employee's date of hire.

III.  Vesting
      -------

     A.   Minimum Vested Percentage. In no event will the vested percentage
          applicable to the portion of a Participant's accounts attributable to
          employer contributions determined in accordance with Section 3.02 be
          less than his vested percentage determined in accordance with the
          terms of the Prior Plan as of the Merger Date.

     B.   Years of Service. An Employee's Years of Service shall be determined
          as if Mountain Forest Products, Inc. had been a Component Member since
          the Employee's date of hire.

     C.   Election. A Participant who had completed at least three "years of
          vesting service" (as determined under the Prior Plan as of the end of
          the election period described below) may irrevocably elect to have his
          vested percentage determined in accordance with the terms of the Prior
          Plan as in effect on the Merger Date. The election period shall begin
          on the date the amendment is adopted that adds this Exhibit B to the
          Plan and ends on the date that is 60 days after the latest of the
          following dates: (i) the adoption date of such amendment, (ii) the
          effective date of such


                                       89
<PAGE>

          amendment and (iii) the date on which Participants are notified of
          such Plan amendment.


                                       90
<PAGE>

                                    EXHIBIT C
                                    ---------

                    Investment Funds Available for Investment
                    -----------------------------------------
                      of Basic, Supplemental, Rollover and
                      ------------------------------------
                       After-Tax Contributions Pursuant to
                       -----------------------------------
                 Section 5.03 of the Plan; Transfer Restrictions
                 -----------------------------------------------


     A. Investment Funds. The following T. Rowe Price funds are available for
investment of all such contributions:

     1.   Personal Strategy Funds:

          (a)  Growth Fund.

               Objective: Provide the highest total return over time consistent
               with a primary emphasis on capital appreciation; income is
               intended to play a secondary role.

          (b)  Balanced Fund.

               Objective: Provide the highest total return over time consistent
               with an emphasis on both capital appreciation and income.

          (c)  Income Fund.

               Objective: Provide the highest total return over time consistent
               with a primary emphasis on income (bonds) and a secondary
               emphasis on capital appreciation (stocks).

     2.   Equity Income Fund

                                       91
<PAGE>

          Objective: To provide a higher level of income and also capital
          appreciation primarily (but not exclusively) through investment in
          common stocks.

     3.   Equity Index Fund.

          Objective: To match the performance of the Standard & Poor's 500
          Composite Stock Index.

     4.   International Stock Fund.

          Objective: To provide long-term capital growth through investments in
          common stock of established, non-U.S. companies.

     5.   New America Growth Fund.

          Objective: To provide long-term capital growth, primarily via common
          stocks of U.S. companies in service industries.

     6.   New Horizons Fund.

          Objective: Long-term growth of capital primarily in common stocks for
          young, emerging growth companies which have the potential to become
          major companies.

     7.   Small-Cap Value Fund.

          Objective: Provide long-term capital growth, primarily in common stock
          of small, undervalued companies.

     8.   Spectrum Income Fund.

                                       92
<PAGE>

          Objective: Provide a high level of current income for a managed mix of
          funds.

     9.   Stable Value Fund.

          Objective: Provide principal stability and a high level of monthly
          income.

     10.  Science & Technology Fund.

          Objective: Provide long-term capital growth through investmentsin
          Companies expected to benefit from scientific and technological
          progress.

     The Pension Committee or the Administrative Committee may, at any time or
from time to time, change in any respect the investment funds offered under the
Plan or the terms and conditions relating to an investment in any such fund as
the Pension Committee or Administrative Committee, in its sole discretion, deems
advisable and in the best interests of Participants and their Beneficiaries.

     B. Pittston Stock Fund. The Pittston Stock Fund is Aavailable only for
investment of Basic and Supplemental Contributions.

     Basic and Supplemental Contributions made after 1999 to the Pittston Stock
Fund in accordance with a Participant's directions shall be invested solely in
Pittston Brink's Group Common Stock.

     As of the Exchange Date, all shares of Pittston BAX Group Common Stock and
Pittston Minerals Group Common Stock held in the Pittston Stock Fund shall be
converted into shares of Pittston


                                       93
<PAGE>

Brink's Group Common Stock by multiplying the number of shares of Pittston BAX
Group Common Stock and Pittston Minerals Group Common Stock held in the Pittston
Stock Fund by the BAX Exchange Ratio or the Minerals Exchange Ratio,
respectively. Investments in the Pittston Stock Fund are subject to the
condition that the registration and qualification under federal and state laws,
and the listing on the New York Stock Exchange of the shares of Common Stock
have been effected to the satisfaction of the Administrative Committee, and no
such investment shall be made or be effective so long as such condition shall
not be met.

                                       94
<PAGE>

     C. Automatic Transfers of Accounts Pursuant to the Second Proviso to the
Second Sentence of Section 5.03:


<TABLE>
<CAPTION>

===================================================================================================
<S>                                                    <C>
Value Represented by Balance as of April 1, 1996
(including the value of contributions for March
1996) in the following American Express/IDS            Will be transferred to and invested in the
Accounts:                                              following T. Rowe Price Funds:


American Express Trust                         to      Stable Value Fund
  Income Fund II*
IDS Mutual Fund                                to      Personal Strategy Balanced Fund
IDS New Dimensions Fund                        to      New America Growth Fund
American Express Trust                         to      Equity Index Fund
  Equity Index Fund II
Templeton Foreign Fund                         to      International Stock Fund
===================================================================================================
</TABLE>
----------
*The transfer from this Fund has been restricted by American Express/IDS and the
aggregate balance in the Fund is expected to be transferred in installments over
a period of approximately six months ending in October 1996.


                                       95
<PAGE>

                                    EXHIBIT D

                      Special Rules Applicable to Employees
                      -------------------------------------
                          of Paramont Coal Corporation
                          ----------------------------


     This Exhibit D describes special provisions applicable to Employees of
Paramont Coal Corporation. To the extent the provisions in this Exhibit D are
inconsistent with the terms contained in the remainder of the Plan, the
provisions contained in this Exhibit D will take precedence.

1.   Merger of Plans

     As of April 1, 1996 (the "Merger Date"), the Production Incentive Plan of
Paramont Coal Corporation ("Prior Plan") will be merged into the Plan and the
Prior Plan will be terminated. As of the Merger Date, the account balances of
each Employee who was a participant in the Prior Plan will be allocated to the
T. Rowe Price Stable Value Fund and will be transferred to such Fund as soon as
practicable thereafter. Subsequent to the initial transfer of account balances
to the T. Rowe Price Stable Value Fund, Employees with transferred account
balances may elect to allocate such balances to other Funds in accordance with
Article V of the Plan. Any Employee with an account balance under the Prior Plan
shall become a Participant in this Plan, even if he does not file an application
to have Basic Contributions made on his behalf.


                                       96
<PAGE>

2.   Participation

     As of April 1, 1995, each Employee of Paramont Coal Corporation became
eligible to participate in the Plan with respect to future Basic Contributions
as of or following the date on which he satisfied the requirements contained in
Section 2.02 of the Plan, determined as if Paramont Coal Corporation had been a
Component Member since the Employee's date of hire.

3.   Minimum Vested Percentage

     As of the Merger Date, Employees who were participants in the Prior Plan
will be fully vested in their individual account balances transferred from the
Prior Plan and in any other amounts contributed to such Employees' accounts
under the Plan.

4.   Loans

     As of the Merger Date, all loans granted under Section 6.03 of the Prior
Plan which remain outstanding will be transferred to the Plan, and each Employee
with an outstanding loan under the Prior Plan will be required to continue
repayment of the loan in accordance with the repayment provisions agreed to at
the time the loan was granted.


                                       97
<PAGE>

                                    Exhibit E
                                    ---------

                    Special Provisions Applicable to Certain
                    ----------------------------------------
                           Former Participants in the
                           --------------------------
                           Air Transport International
                           ---------------------------
                            Limited Liability Company
                            -------------------------
                           Profit Sharing/401(k) Plan
                           --------------------------


     This Exhibit E describes special provisions applicable to certain Employees
who were participants in (or eligible to become participants in) the Air
Transport International Limited Liability Companies Profit Sharing/401(k) Plan
("ATI Plan"). To the extent the provisions in this Exhibit E are inconsistent
with the terms contained in the remainder of the Plan, the provisions contained
in this Exhibit E will take precedence.

1.   Transfer of Assets as of October 1, 1998.

     As of October 1, 1998 (the "Initial Transfer Date"), assets and liabilities
attributable to participants in the ATI Plan who are not covered by a collective
bargaining agreement that provides for participation in the ATI Plan and who are
employed by the Air Transport International Limited Liability Company ("ATI") on
the Initial Transfer Date ("Eligible Employees") will be transferred to the Plan
and the trust established hereunder. As of the Initial Transfer Date, the
account balances of each Eligible Employee will be mapped over to a comparable
fund among the T. Rowe Price funds available under the Plan. Subsequent to the
initial transfer of account balances to such Funds, Employees


                                       98
<PAGE>

with transferred account balances may elect to allocate such balances to other
Funds in accordance with Article V of the Plan.

     An Eligible Employee with an account balance under the ATI Plan shall
become a Participant in this Plan on the Initial Transfer Date even if he or she
does not file an application to have Basic Contributions made on his or her
behalf.

2.   Participation.

     An Eligible Employee or an individual who would have become eligible to be
an Eligible Employee after satisfaction of the age and service requirements in
the ATI Plan and who was employed by ATI immediately prior the Initial Transfer
Date shall be eligible to participate in the Plan with respect to future Basic
Contributions as of the date (but not earlier than the Initial Transfer Date) on
which he or she first satisfies the requirements contained in Section 2.02
determined as if ATI had been a Component Member since the Eligible Employee's
date of hire with ATI.

3.   Vesting.

     In no event will the vested percentage applicable to the portion of a
Participant's accounts attributable to employer contributions determined in
accordance with Section 3.02 be less than his or her vested percentage
determined in accordance with the terms of the ATI Plan as of the Initial
Transfer Date. Thus, a Participant who was a participant in the ATI Plan will be
20%


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vested in the portion of his or her account attributable to employer
contributions if he or she has two (but less than three) Years of Service and
will be fully vested upon attainment of age 60 while in the employ of a
Component Member.

     An Employee's Years of Service shall be determined as if ATI had been a
Component Member since the Employee's date of hire by ATI.

4.   Distributions.

     A Participant who was a participant in the ATI Plan whose accounts have a
value of more than $3,500 may elect to receive the value of his or her accounts
in approximately equal regular installments at a rate of not less than $1,200
not less frequently than annually nor more frequently than monthly over a period
to be selected by the Participant but not to exceed a period extending beyond
the lesser of his life expectancy or 15 years. A Participant's life expectancy
shall be determined in accordance with regulations promulgated under Section 72
of the Code, shall be determined at the time benefit payments are to commence
and shall not be recomputed during the installment payout period.

5.   Future Transferred Employees.

     In the event that a participant in the ATI Plan who was covered by a
collective bargaining agreement that provides for


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participation under the ATI Plan ceases to be covered under such a collective
bargaining agreement ("Transferred Employee") after the Initial Transfer Date,
the following provisions will apply:

     1.   Transfer. Assets and liabilities attributable to such a Transferred
          Employee shall be transferred from the ATI Plan to the Plan and the
          trust created thereunder as soon as practicable following the date on
          which such individual becomes a Transferred Employee. Such amounts
          will be mapped over to a comparable fund among the T. Rowe Price funds
          available under the Plan and thereafter may be allocated among all
          Funds in accordance with Article V.

     2.   Participation. A Transferred Employee shall become a Participant in
          the Plan on the date his account balance is transferred to the Plan
          from the ATI Plan and he or she shall be eligible to participate in
          the Plan with respect to future Basic Contributions as of the date
          (but not earlier than the date on which he became a Participant) on
          which he or she first satisfies the requirements of Section 2.02
          determined as if ATI had been a Component Member since the Transferred
          Employee's date of hire with ATI.

     3.   Vesting. Vesting of a Transferred Employee's accounts shall be
          determined in accordance with Section III of the Exhibit except that
          his or her vested percentage


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<PAGE>

          shall not be less than his or her vested percentage determined in
          accordance with the terms of the ATI Plan as of the date the
          Transferred Employee becomes a Participant (rather than as of the
          Initial Transfer Date). A Transferred Employee will be fully vested
          upon attainment of age 60 while in the employ of a Component Member.

     1.   Distribution. Distribution of a Transferred Employee's accounts shall
          be subject to the provisions of Section IV of this Exhibit E.


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