exhibit1-y.htm


    EXHIBIT
10(y)

    


    The
Brink’s Company

    Richmond,
Virginia

    


    


    


    


    


    


    


    Plan
for Deferral of Directors’ Fees

    as
Amended and Restated as of November 14, 2008

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


                                                                                                                           

    


    


    


    


    


    


    


    


    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    THE
BRINK’S COMPANY

    


    Plan for Deferral of
Directors’ Fees

    


    


    1.           Election to
Participate.  Any director (“Participant”) of The Brink’s
Company (the “Company”) who is entitled to receive fees for services or cash
dividend equivalent payments under Deferred Stock Units Awards (or similar
awards) granted under the Company Non-Employee Directors’ Equity Plan as
hereinafter provided may become a Participant in this Plan for Deferral of
Directors’ Fees (the “Plan”) by giving to the Company a written election in
accordance with this paragraph 1.  Participation in the Plan shall be
effective and, subject to paragraph 5, irrevocable as of the last day of the
year in which the election is made, and the Company shall thereupon establish
for such Participant a deferred compensation account (“Account”) to which
amounts shall be credited as hereinafter provided.  Effective January
1, 2005, the Company shall maintain a Pre-2005 Account and a Post-2004 Account
for each Participant.  A Participant’s Pre-2005 Account shall document
the amounts deferred under the Plan by the Participant and any other amounts
credited hereunder which are earned and vested prior to January 1,
2005.  A Participant’s Post-2004 Account shall document the amounts
deferred under the Plan by the Participants and any other amounts credited
hereunder on and after January 1, 2005, plus any amounts deferred or credited
prior to January 1, 2005, which are not earned or vested as of December 31,
2004.  Each election made by a Participant in any calendar year shall
state that:

    (i)  the entire amount of
annual retainer fee for serving as a member of the Board of Directors of the
Company (the “Board”), and/or


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    (ii)  the entire amount of
attendance fees for attending meetings of the Board of Directors or any
committee of the Board, and/or

    (iii)  the entire amount of
fees for performing other services for the Company at the request of the
Chairman of the Board, or

    (iv)  the entire amount of
annual retainer fee, attendance fees and fees for performing other services,
payable to such Participant for subsequent years (unless discontinued as
provided in paragraph 5 below), and/or

    (v)  the entire amount of
cash payments payable to such Participant as dividend equivalent payments under
Deferred Stock Units Awards (or similar awards) granted in subsequent years
under the Company Non-Employee Directors’ Equity Plan shall be credited to such
Participant’s Account on the respective dates on which such amounts shall become
payable, absent such election; provided that if any such
election with respect to dividend equivalent payments is made prior to December
31, 2008, such election may include an election to credit dividend equivalent
payments payable in 2009 or later (absent such election) pursuant to Deferred
Stock Units Awards granted in 2008; provided further that any
director of the Company who is eligible to participate in the Plan as of
December 31, 2008 must make such election prior to December 31, 2008 pursuant to
rules established by the Company and any new director of the Company who becomes
eligible to participate in the Plan must make such election pursuant to rules
established by the Company prior to December 31 of the year in which he or she
becomes a director of the Company.  Each such election shall also
contain a payment election providing for the manner in which amounts so credited
shall be paid from such Account in accordance with paragraph 3
below.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    2.           Increments to
Accounts.  Amounts credited to each Account for any calendar
quarter shall be increased by the Plan Rate (as hereinafter defined), compounded
quarterly, from and after the applicable date of credit until the date of
payment from such Account.  The “Plan Rate” for any calendar quarter
shall be the prime commercial lending rate of J.P. Morgan Chase & Co. in
effect on the last day of the preceding calendar quarter, or such other rate as
the Board may establish for the purpose of the Plan.

    3.           Payments from
Accounts.  Each payment election by a Participant made pursuant
to paragraph 1 above shall provide that distributions from such Participant’s
Account shall be made in one lump sum or in two or more annual payments (not
exceeding ten) which shall be equal, except that there shall be added and paid
with each installment after the first an amount equal to the increment credited
to such account, as provided in paragraph 2 above, since the date of the last
preceding installment.  Each such payment election shall also provide
that such payment shall commence on the first day of that month which shall be
identified in such election and which may be before or after the date on which
such Participant shall cease to be a director of the Company but which shall not
be earlier than January 1 of the year next following the year in which the
election is made.

    4.           Death of a
Participant.  Notwithstanding the provisions of paragraph 3,
upon a Participant’s death, the Company shall within 75 days thereafter pay to
such Participant’s estate, or to such beneficiary as such Participant may have
designated by written notice to the Company, the entire amount in such
Participant’s Account at the date of payment, including any increment provided
for in paragraph 2 above.  A


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    Participant
may by like notice cancel such designation, and may make a new designation as
hereinabove provided.

    5.           Changes in
Election.  (a)  A Participant may, by giving written
notice to the Company in any year, elect to discontinue participation in the
Plan with respect to (1) (i) annual retainer fees and/or (ii) attendance fees
and/or (iii) fees for other services becoming payable to such Participant after
the end of the year in which such notice is given and/or (2) dividend equivalent
payments under Deferred Stock Units Awards (or similar awards) granted under the
Company Non-Employee Directors’ Equity Plan (referenced in paragraph 1(v) above)
after the end of the year in which such notice is given.  By like
notice given prior to the end of any subsequent year, a Participant may resume
participation in the Plan effective at any time after the beginning of the year
next following the date of such notice; provided, however, that a
Participant may not resume participation in the Plan with respect to dividend
equivalent payments under Deferred Stock Units Awards (or similar awards)
(referenced in paragraph 1(v) above).  A Participant may, by like
notice in any year, cancel any payment election with respect to amounts credited
to such Participant’s Pre-2005 Account, and any such cancellation shall be
accompanied by a new payment election, made in accordance with paragraph 3
above, with respect to such amounts.  A Participant who has a
Post-2004 Account may, by like notice in any year, cancel any payment election
with respect to amounts deferred to the Participant’s Post-2004 Account, and any
such cancellation shall be accompanied by a new payment election, pursuant to
which payment cannot commence earlier than the first day of the month next
following the fifth anniversary of the date such amounts
otherwise


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    would
have been paid.  Any new payment election made pursuant to this
paragraph 5(a) shall become effective on the 12-month anniversary of the date
the election is made.

    (b)  Notwithstanding
the foregoing, pursuant to rules and procedures established by the Company, a
Participant who has a Post-2004 Account may, prior to December 31, 2008, cancel
any payment election with respect to amounts deferred to such Post-2004 Account
as of December 31, 2008 and make a new payment election with respect to such
amounts; provided that
such new payment election shall not apply to amounts, if any, that would
otherwise have been paid to the Participant in 2007 or, if such payment election
is made in 2008, such payment election shall not apply to amounts, if any, that
would otherwise have been paid to the Participant in 2008.  Any new
payment election made pursuant to this paragraph 5(b) shall become effective
immediately.

    (c)  Except
as hereinabove provided in this paragraph 5, all elections under the Plan shall
be irrevocable.

    6.           Status of
Accounts.  Accounts established pursuant to the Plan shall
represent unsecured obligations of the Company to pay to the respective
Participants the amounts in such Accounts in accordance with the
Plan.  In no event shall any trust be created in favor of any
Participant, nor  shall any Participant have any property interest in
any Account or in any other assets of the Company.  Accounts shall not
be assignable by Participants except as and to the extent provided in paragraph
4 above.

    7.           Plan Amendment or
Termination.  The Plan may be amended from time to time, and
may be terminated at any time, by resolution of the Board.  No such
amendments shall alter the date or dates for making payments in respect of
amounts


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    theretofore
credited to Accounts, and in case of such termination, the Plan shall continue
in full force and effect with respect to all amounts in Accounts at the date of
termination.

    8.           Effective
Date.  The Plan initially became effective with respect to
annual retainer fees and attendance fees payable to directors for services on
and after January 1, 1985.  The Plan as hereby amended and restated
shall be effective with respect to annual retainer fees, attendance fees and
fees for other services payable to directors for services on and after January
1, 1990.

    Effective
January 1, 2005, the Plan was amended to comply with the provisions of Section
409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the
Proposed Treasury Regulations issued thereunder.  Effective November
16, 2007, the Plan was further amended to clarify certain provisions in
compliance with Code Section 409A and the Final Treasury Regulations issued
thereunder.  Each provision and term of such amendments should be
interpreted accordingly, but if any provision or term of such amendments would
be prohibited by or be inconsistent with Code Section 409A or would constitute a
material modification to the Plan, then such provision or term shall be deemed
to be reformed to comply with Code Section 409A or be ineffective to the extent
it results in a material modification to the Plan, without affecting the
remainder of such amendments.  The amendments apply solely to amounts
deferred on and after January 1, 2005, plus any amounts deferred prior to
January 1, 2005, that are not earned and vested as of such date (plus earnings
on such amounts deferred).  Amounts deferred prior to January 1, 2005,
that are earned and vested as of December 31, 2004, including any earnings
on such amounts credited prior to, and on or after January 1, 2005, shall remain
subject to the terms of the Plan as in effect prior to January 1,
2005.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    


    Effective
November 14, 2008, the Plan was amended to permit deferrals of cash dividend
equivalent payments under Deferred Stock Units Awards (or similar awards)
granted under the Company Non-Employee Directors’ Equity Plan.

    ______________________________________

    


    Amended
and Restated effective November 14, 2008


    
      
         


      

      
        8