exhibit10r_ii.htm


    EXHIBIT
10(r)(ii)

    


    First
Amendment to Change in Control Agreement

    


    The
Brink’s Company (the “Company”) and Matthew A. P. Schumacher  (the
“Executive”), agree to amend the terms of the Change in Control Agreement, dated
as of December 1, 2006, between the Company and the Executive (the “Agreement”)
as follows:

    


    
      	
              1.  

            	
              Section
      1(d) of the Agreement is hereby amended by deleting the phrase “the
      approval of the shareholders of the Company (or if such approval is not
      required, the approval of the Board) of” from clause (i) thereof, and by
      replacing “January 1, 2008” with “January 1, 2009” at the end of clause
      (iii) thereof.

            


    

    


    
      	
              2.  

            	
              Section
      2 of the Agreement is hereby amended and restated as
    follows:

            


    

    


    Employment
Period.  The Company hereby agrees to continue the Executive in
its employ, and the Executive hereby agrees to remain in the employ of the
Company subject to the terms and conditions of this Agreement, for the period
commencing on the Operative Date and ending on the date twelve months thereafter
(the “Employment Period”); provided, however, that, effective after the
six-month anniversary of the Operative Date, the Executive shall have the right
to terminate his employment for any reason, or for no reason at all, whereupon
the Employment Period shall terminate effective as of the date of such
termination of employment; and, provided further, that, notwithstanding the
foregoing, the Executive’s right to terminate employment for Good Reason
pursuant to Section 4 hereunder shall apply at any time during the Employment
Period.

    


    


    
      	
              3.  

            	
              Section
      12(b) is hereby amended by replacing the phrase “December 31, 2007” with
      the phrase “December 31, 2008”.

            


    

    


    The
parties expressly agree that, except as otherwise amended by this First
Amendment to the Agreement, none of the rights or obligations of the Company or
the Executive under the Agreement shall be amended or otherwise modified in any
way by the execution or implementation of this First Amendment to the Agreement,
and that all such rights and obligations shall remain in full force and effect
in accordance with the terms of the Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    IN
WITNESS WHEREOF, the parties have caused this First Amendment to be executed and
delivered as of the 30th of November, 2007.

    


    
      
        
          
            	
                                                                                                                                                                                         THE BRINK’S
      COMPANY,

                  
	 
      	 
      
	
                    by  
      

                  	
                    /s/
      Frank T.
  Lennon       VP

                  
	 
      	 
      
	 
      	 
      
	 
      	
                    /s/
      Matthew A. P. Schumacher

                  
	 
      	 
      	
                    (Executive)