EXHIBIT 2
AMENDMENT dated as of April 30, 1997, to
the Amended and Restated Rights Agreement
dated as of January 19, 1996 (the "Rights
Agreement"), between THE PITTSTON COMPANY
(the "Company") and CHASEMELLON SHAREHOLDER
SERVICES, L.L.C., as successor in interest to
Chemical Mellon Shareholder Services, L.L.C.,
as rights agent (the "Rights Agent").
Pursuant to the terms of the Rights Agreement and in
accordance with Section 27 thereof, the following actions are hereby
taken:
Section 1. Amendments to Rights Agreement. The Rights
Agreement is hereby amended as follows:
(a) Section 2 is amended by:
(i) deleting the period at the end of the second sentence of
such section and inserting in its place ", upon prior written
notice to the Rights Agent. Failure to give the notice provided
for in this Section 2, however, or any defect therein shall not
affect the legality or validity of the appointment of any one or
more co-Rights Agents."
(ii) deleting the period at the end of such section and
inserting in its place ", however, the Rights Agent shall have no
duty to supervise, and shall in no event be liable for, the acts
or omissions, of any such co-Rights Agent."
(b) Section 5(b) is amended by deleting the word "principal"
in the first sentence of such section.
(c) Section 7(b) is amended by deleting the word "principal"
in the first sentence of such section.
(d) Section 22 is amended by:
(i) deleting the phrase "the State of New York (or of any
other state of the United States so long as such corporation is
authorized to conduct a stock transfer or corporate trust
business in the State of New York)" in the fifth sentence of such
section and inserting the phrase "any state of the United States"
in its place;
(ii) deleting the phrase "a principal" in the fifth sentence
of such section and inserting the word "an" in its place; and
(iii) deleting the phrase "such laws" in the fifth sentence
of such section and inserting the phrase "the laws of the State
of New York and the rules of the New York Stock Exchange" in its
place.
Section 2. Full Force and Effect. Except as expressly
amended hereby, the Rights Agreement shall continue in full force and
effect in accordance with the provisions thereof on the date hereof.
Section 3. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE COMMONWEALTH OF
VIRGINIA APPLICABLE TO CONTRACTS TO BE MADE AND PERFORMED ENTIRELY
WITHIN SUCH COMMONWEALTH, EXCEPT FOR THE PROVISIONS CONTAINED IN
SECTION 1(D) OF THIS AMENDMENT, WHICH SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the Company and the Rights Agent have
caused this Amendment to be duly executed as of the day and year first
above written.
THE PITTSTON COMPANY
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Vice President, General Counsel and
Secretary
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C., as successor
in interest to Chemical Mellon
Shareholder Services, L.L.C.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Assistant Vice President
