ARTICLES OF AMENDMENT
                                     to the
                       RESTATED ARTICLES OF INCORPORATION
                                       of
                              THE PITTSTON COMPANY

         These Articles of Amendment are filed in accordance with Section
13.1-710 of the Virginia Stock Corporation Act:

     A. The name of the  corporation  (which is  hereinafter  referred to as the
"Corporation") is The Pittston Company.

     B. The amendment to the Corporation's Restated Articles of Incorporation is
as follows:

1. Article I of the Articles of Incorporation is deleted and is replaced by
the following:

                                   "ARTICLE I

              The name of the Corporation is THE BRINK'S COMPANY."

     C. The  foregoing  amendment  was  proposed by the Board of  Directors  and
submitted  to the  shareholders  in  accordance  with  Section  13.1-707  of the
Virginia Stock Corporation Act.

     D. There were  outstanding and entitled to vote on the foregoing  amendment
54,253,423 shares of Common Stock of the Corporation, of which 48,042,188 shares
were voted for,  284,911 shares were voted against and 277,832 shares  abstained
from voting on, respectively, the foregoing amendment. There were no outstanding
shares of Preferred Stock of the Corporation.  The number of shares cast for the
foregoing  amendment was sufficient for approval by the shareholders.  No shares
were entitled to vote on the foregoing amendment as a class.

     E.  Pursuant to Section  13.1-606 of the Virginia  Stock  Corporation  Act,
these Articles of Amendment shall become effective at 12:01 a.m. on May 5, 2003.

Dated: May 2, 2003
                               THE PITTSTON COMPANY



                               By:      /s/ Austin F. Reed
                               -----------------------------------
                               Name: Austin F. Reed
                               Title:   Secretary