Exhibit 4.5



         RESOLVED, that, in the event that, at the request of a
participant (other than a participant whose employment has
terminated for any reason), any shares of Common Stock purchased,
pursuant to Section 7 of Article V of the Plan, are transferred
to and registered in the name of such participant within six
months after the date of purchase of such shares, the certificate
representing such shares shall bear the following legend (to be
completed in each case with the applicable date, which is six
months after the date of purchase):

                 "RESTRICTED SHARES - The shares 
                 represented by this certificate may 
                 not be conveyed, sold, transferred,
                 encumbered or otherwise disposed of 
                 until                     , without the
                 prior written consent of The Pittston
                 Company, and any such purported conveyance,
                 sale, transfer, encumbrance or other 
                 disposition shall be null and void."