ex10-3.htm


    Exhibit
10.3

     

     

    
    

     

    
      	 


    

     

     

     

     

     

     

     

     

     

    
      
        


        


        TAX
MATTERS AGREEMENT

         

        


        By and
Between

         

        
 

        THE
BRINK’S COMPANY

         

        
 

        and

         

        


        BRINK’S
HOME SECURITY HOLDINGS, INC.

         

        
 

        


        Dated as
of October 31, 2008

        


      

    

     

     

     

     

     

     

     

     

    
       

      
      

       

      
        	 


      

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        TABLE OF
CONTENTS

         

        Page

        
           

          ARTICLE
I

           

          Definition
of Terms

           

           

          ARTICLE
II

           

          Allocation
of Tax Liabilities

           

        

        
          
            	
                    SECTION
      2.01.

                  	
                    General
      Rule

                  	
                    9

                  
	
                    SECTION
      2.02.

                  	
                    Allocations
      of Taxes

                  	
                    9

                  
	
                    SECTION
      2.03.

                  	
                    Certain
      Transaction and Other Taxes

                  	
                    9

                  


          

           

           

          
            ARTICLE
III

             

            Proration
of Tax Items

          

           

          
            	
                    SECTION
      3.01.

                  	
                    General
      Method of Proration

                  	
                    10

                  
	
                    SECTION
      3.02.

                  	
                    Transactions
      Treated as Extraordinary Items

                  	
                    10

                  


          

           

           

          
            ARTICLE
IV

             

            Preparation
and Filing of Tax Returns

          

           

          
            	
                    SECTION
      4.01.

                  	
                    General

                  	
                    10

                  
	
                    SECTION
      4.02.

                  	
                    Brink’s
      Responsibility

                  	
                    10

                  
	
                    SECTION
      4.03.

                  	
                    BHS’s
      Responsibility

                  	
                    11

                  
	
                    SECTION
      4.04.

                  	
                    Tax
      Accounting Practices

                  	
                    11

                  
	
                    SECTION
      4.05.

                  	
                    Consolidated
      or Combined Tax Returns

                  	
                    11

                  
	
                    SECTION
      4.06.

                  	
                    Right
      To Review Tax Returns

                  	
                    11

                  
	
                    SECTION
      4.07.

                  	
                    BHS
      Carrybacks and Claims for Refund

                  	
                    12

                  
	
                    SECTION
      4.08.

                  	
                    Apportionment
      of Earnings and Profits and Tax Attributes

                  	
                    12

                  


          

           

           

          
            ARTICLE
V

             

            Tax
Payments

          

           

          
            	
                    SECTION
      5.01.

                  	
                    Payment
      of Taxes With Respect to Tax Returns Reflecting Taxes of the Other
      Company

                  	
                    13

                  
	
                    SECTION
      5.02.

                  	
                    Indemnification
      Payments

                  	
                    13

                  


          

           

           

           

           

           

           

           

           

          
            
              
              

            

            
              i

              
                

              

            

            
              
              

            

          

           

           

           

          
            ARTICLE
VI

          

           

          Tax
Benefits

           

          
            	
                    SECTION
      6.01.

                  	
                    Tax
      Refunds in General

                  	
                    14

                  
	
                    SECTION
      6.02.

                  	
                    Timing
      Differences and Reverse Timing Differences

                  	
                    14

                  
	
                    SECTION
      6.03.

                  	
                    BHS
      Carrybacks

                  	
                    15

                  


          

           

           

          
            ARTICLE
VII

             

            Tax-Free
Status

          

           

          
            	
                    SECTION
      7.01.

                  	
                    Tax
      Opinions/Rulings and Representation Letters

                  	
                    15

                  
	
                    SECTION
      7.02.

                  	
                    Restrictions
      on BHS

                  	
                    15

                  
	
                    SECTION
      7.03.

                  	
                    Liability
      for Tax-Related Losses

                  	
                    18

                  


          

           

          
             

            ARTICLE
VIII

             

            Assistance
and Cooperation

          

           

          
            	
                    SECTION
      8.01.

                  	
                    Assistance
      and Cooperation

                  	
                    19

                  
	
                    SECTION
      8.02.

                  	
                    Income
      Tax Return Information

                  	
                    20

                  
	
                    SECTION
      8.03.

                  	
                    Reliance

                  	
                    20

                  


          

           

          
             

            ARTICLE
IX

             

            
              Tax
Records

            

          

           

          
            	
                    SECTION
      9.01.

                  	
                    Retention
      of Tax Records

                  	
                    21

                  
	
                    SECTION
      9.02.

                  	
                    Access
      to Tax Records

                  	
                    21

                  


          

           

          
             

            ARTICLE
X

             

            
              Tax
Contests

            

          

           

          
            	
                    SECTION
      10.01.

                  	
                    Notice

                  	
                    21

                  
	
                    SECTION
      10.02.

                  	
                    Control
      of Tax Contests

                  	
                    22

                  


          

           

           

          
            ARTICLE
XI

          

           

          
            	
                    SECTION
      11.01.

                  	
                    Effective
      Date; Termination of Prior Intercompany Tax Allocation
      Agreements

                  	
                    22

                  


          

           

           

          
            ARTICLE
XII

             

            Survival
of Obligations

          

           

          
            	
                    SECTION
      12.01.

                  	
                    Survival
      of Obligations

                  	
                    23

                  


          

           

           

           

           

          
            
              
              

            

            
              ii

              
                

              

            

            
              
              

            

          

           

           

          
            ARTICLE
XIII

             

            Treatment
of Payments; Tax Gross Up

             

          

          
            	
                    SECTION
      13.01.

                  	
                    Treatment
      of Tax Indemnity and Tax Benefit Payments

                  	
                    23

                  
	
                    SECTION
      13.02.

                  	
                    Tax
      Gross Up

                  	
                    23

                  
	
                    SECTION
      13.03.

                  	
                    Interest
      Under This Agreement

                  	
                    23

                  


          

           

           

          
            ARTICLE
XIV

             

            Disagreements

          

           

          
            	
                    SECTION
      14.01.

                  	
                    Disagreements

                  	
                    24

                  


          

           

           

          
            ARTICLE
XV

             

            Late
Payments

          

           

          
            	
                    SECTION
      15.01.

                  	
                    Late
      Payments

                  	
                    24

                  


          

           

           

          
            ARTICLE
XVI

             

            Expenses

          

           

          
            	
                    SECTION
      16.01.

                  	
                    Expenses

                  	
                    25

                  


          

           

           

          
            ARTICLE
XVII

             

            General
Provisions

             

          

          
            	
                    SECTION
      17.01.

                  	
                    Addresses
      and Notices

                  	
                    25

                  
	
                    SECTION
      17.02.

                  	
                    Binding
      Effect

                  	
                    25

                  
	
                    SECTION
      17.03.

                  	
                    Waiver

                  	
                    25

                  
	
                    SECTION
      17.04.

                  	
                    Severability

                  	
                    26

                  
	
                    SECTION
      17.05.

                  	
                    Authority

                  	
                    26

                  
	
                    SECTION
      17.06.

                  	
                    Further
      Action

                  	
                    26

                  
	
                    SECTION
      17.07.

                  	
                    Integration

                  	
                    26

                  
	
                    SECTION
      17.08.

                  	
                    Construction

                  	
                    26

                  
	
                    SECTION
      17.09.

                  	
                    No
      Double Recovery

                  	
                    26

                  
	
                    SECTION
      17.10.

                  	
                    Counterparts

                  	
                    27

                  
	
                    SECTION
      17.11.

                  	
                    Governing
      Law

                  	
                    27

                  
	
                    SECTION
      17.12.

                  	
                    Jurisdiction

                  	
                    27

                  
	
                    SECTION
      17.13.

                  	
                    Amendment

                  	
                    27

                  
	
                    SECTION
      17.14.

                  	
                    BHS
      Subsidiaries

                  	
                    27

                  
	
                    SECTION
      17.15.

                  	
                    Successors

                  	
                    27

                  
	
                    SECTION
      17.16.

                  	
                    Injunctions

                  	
                    28

                  


          

           

          
 

          
            
              
              

            

            
              iii

              
                

              

            

            
              
              

            

          

        

      

    

     

     

    
      


      


      TAX
MATTERS AGREEMENT (this “Agreement”) entered
into as of October 31, 2008, by and between THE BRINK’S COMPANY, a Virginia
corporation (“Brink’s”), and
BRINK’S HOME SECURITY HOLDINGS, INC., a Virginia corporation and a wholly owned
subsidiary of Brink’s (“BHS”).

       

      WHEREAS
the Board of Directors of Brink’s has determined that it is in the best
interests of Brink’s and its shareholders to completely separate the BHS
Business (as defined below) from Brink’s;

       

      WHEREAS,
as of the date hereof, Brink’s is the common parent of an affiliated group of
corporations, including BHS, which has elected to file consolidated Federal
income tax returns;

       

      WHEREAS
Brink’s and BHS have entered into the Separation and Distribution Agreement (as
defined below), pursuant to which Brink’s agreed to contribute and otherwise
transfer to BHS, and BHS agreed to receive and assume, the assets and
liabilities then associated with the BHS Business as described
therein;

       

      WHEREAS
Brink’s intends to distribute to shareholders of Brink’s all the outstanding
shares of BHS Common Stock;

       

      WHEREAS,
pursuant to the Distribution (as defined in the Separation and Distribution
Agreement), BHS and its subsidiaries will cease to be members of the affiliated
group (as that term is defined in Section 1504 of the Code (as defined below))
of which Brink’s is the common parent; and

       

      WHEREAS
the Companies (as defined below) desire to provide for and agree upon the
allocation between the Companies of liabilities for Taxes (as defined below)
arising prior to, as a result of, and subsequent to the Distribution, and to
provide for and agree upon other matters relating to Taxes.

       

      NOW,
THEREFORE, in consideration of the mutual agreements contained herein, the
Companies hereby agree as follows:

       

       

      ARTICLE
I

       

      Definition of
Terms

       

      For
purposes of this Agreement (including the recitals hereof), the following terms
have the following meanings, and capitalized terms used but not otherwise
defined herein shall have the meaning ascribed to them in the Separation and
Distribution Agreement:

       

      “Accountant” shall
have the meaning set forth in Section 8.02(c).

       

      “Accounting Cutoff
Date” means, with respect to BHS, any date as of the end of which there
is a closing of the financial accounting records for BHS.

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      “Active Trade or
Business” means the active conduct (within the meaning of Section 355(b)
of the Code and the regulations thereunder) by BHS of the BHS
Business.

       

      “Adjustment Request”
means any formal or informal claim or request filed with any Tax Authority, or
with any administrative agency or court, for the adjustment, refund or credit of
Taxes, including (a) any amended Tax Return claiming adjustment to the Taxes as
reported on the Tax Return or, if applicable, as previously adjusted, (b) any
claim for equitable recoupment or other offset and (c) any claim for refund or
credit of Taxes previously paid.

       

      “Affiliate” means any
entity that is directly or indirectly “controlled” by either
the person in question or an Affiliate of such person.  For purposes
of the definition of “Affiliate”, “control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a person, whether through ownership
of voting securities, by contract or otherwise.

       

      “Agreement” shall have
the meaning provided in the first sentence of this Agreement.

       

      “Ancillary Agreements”
means the Brand Licensing Agreement, the Employee Matters Agreement, the
Non-Compete Agreement, the Transition Services Agreement (each as defined in the
Separation and Distribution Agreement) and the instruments, assignments and
other documents and agreements executed in connection with the implementation of
the transactions contemplated by the Separation and Distribution Agreement,
including Article II of the Separation and Distribution
Agreement.

       

      “BHS” shall have the
meaning provided in the first sentence of this Agreement.

       

      “BHS Affiliated Group”
shall have the meaning provided in the definition of “BHS Federal Consolidated
Income Tax Return”.

       

      “BHS Business” means
the business of providing security alarm monitoring services for residential and
commercial properties.

       

      “BHS Capital Stock”
means all classes or series of capital stock of BHS, including (i) the BHS
Common Stock, (ii) all options, warrants and other rights to acquire such
capital stock and (iii) all instruments properly treated as stock in BHS for
U.S. Federal income tax purposes.

       

      “BHS Carryback” means
any net operating loss, net capital loss, excess Tax credit or other similar Tax
item of any member of the BHS Group that may or must be carried from one Tax
Period to another prior Tax Period under the Code or other applicable Tax
Law.

       

      “BHS Common Stock” has
the meaning set forth in the Separation and Distribution Agreement.

       

      “BHS Federal Consolidated
Income Tax Return” means any United States Federal income Tax Return for
the affiliated group (as that term is defined in Section 1504 of the Code) of
which BHS is the common parent (the “BHS Affiliated
Group”).

       

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      “BHS Group” means BHS
and its Subsidiaries, as determined immediately after the
Distribution.

       

      “BHS Separate Return”
means any Separate Return of BHS or any member of the BHS Group.

       

      “Board Certificate”
shall have the meaning set forth in Section 7.02(d).

       

      “Brink’s” shall have
the meaning provided in the first sentence of this Agreement.

       

      “Brink’s Affiliated
Group” shall have the meaning provided in the definition of “Brink’s Federal Consolidated
Income Tax Return”.

       

      “Brink’s Federal Consolidated
Income Tax Return” means any United States Federal income Tax Return for
the affiliated group (as that term is defined in Section 1504 of the Code and
the regulations thereunder) of which Brink’s is the common parent (the “Brink’s Affiliated
Group”).

       

      “Brink’s Group” means
Brink’s and its Subsidiaries, excluding any entity that is a member of the BHS
Group.

       

      “Brink’s Separate
Return” means any Separate Return of Brink’s or any member of the Brink’s
Group.

       

      “Brink’s State Combined
Income Tax Return” means a consolidated, combined or unitary State Income
Tax Return that actually includes, by election or otherwise, one or more members
of the Brink’s Group together with one or more members of the BHS
Group.

       

      “Closing Date” means
the date of the Distribution.

       

      “Code” means the U.S.
Internal Revenue Code of 1986, as amended.

       

      “Companies” means
Brink’s and BHS, collectively, and “Company”, as the
context requires, means either Brink’s or BHS.

       

      “Contribution” means
the contribution of assets by Brink’s itself directly to BHS itself pursuant to
Section 2.01 of the Separation and Distribution Agreement.

       

      “Distribution” has the
meaning set forth in the Separation and Distribution Agreement.

       

      “Distribution-Related
Proceeding” means any Tax Contest in which the IRS, another Tax Authority
or any other party asserts a position that could reasonably be expected to
adversely affect the Tax-Free Status.

       

      “Fifty-Percent or Greater
Interest” shall have the meaning ascribed to such term for purposes of
Sections 355(d) and (e) of the Code.

       

      “Filing Date” shall
have the meaning set forth in Section 7.04(d).

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      “Final Determination”
means the final resolution of liability for any Tax, which resolution may be for
a specific issue or adjustment or for a taxable period, (a) by IRS Form 870 or
870-AD (or any successor forms thereto), on the date of acceptance by or on
behalf of the taxpayer, or by a comparable form under the laws of a State,
local, or foreign taxing jurisdiction, except that a Form 870 or 870-AD or
comparable form shall not constitute a Final Determination to the extent that it
reserves (whether by its terms or by operation of law) the right of the taxpayer
to file a claim for refund or the right of the Tax Authority to assert a further
deficiency in respect of such issue or adjustment or for such taxable period (as
the case may be); (b) by a decision, judgment, decree or other order by a court
of competent jurisdiction, which has become final and unappealable; (c) by a
closing agreement or accepted offer in compromise under Sections 7121 or 7122 of
the Code, or a comparable agreement under the laws of a State, local or foreign
taxing jurisdiction; (d) by any allowance of a refund or credit in respect of an
overpayment of Tax, but only after the expiration of all periods during which
such refund may be recovered (including by way of offset) by the jurisdiction
imposing such Tax; (e) by a final settlement resulting from a treaty-based
competent authority determination; or (f) by any other final disposition,
including by reason of the expiration of the applicable statute of limitations
or by mutual agreement of the parties.

       

      “First Internal
Distribution” shall have the meaning ascribed to it in the Ruling Request
filed with the IRS on June 30, 2008.  For the avoidance of doubt,
Brink’s Holding Company is the distributing corporation in the First Internal
Distribution, and Brink’s Home Security, Inc. is the controlled corporation in
the First Internal Distribution.

       

      “Group” means the
Brink’s Group or the BHS Group, or both, as the context requires.

       

      “High-Level Dispute”
means any dispute or disagreement (a) relating to liability under Section 7.04
of this Agreement or (b) in which the amount of the liability in dispute exceeds
$2  million.

       

      “Indemnitee” shall
have the meaning set forth in Section 13.03.

       

      “Indemnitor” shall
have the meaning set forth in Section 13.03.

       

      “IRS” means the United
States Internal Revenue Service.

       

      “Joint Return” means
any Tax Return that includes at least one member of the Brink’s Group and at
least one member of the BHS Group.

       

      “Notified Action”
shall have the meaning set forth in Section 7.03(a).

       

      “Past Practices” shall
have the meaning set forth in Section 4.04(a).

       

      “Payment Date” means
(i) with respect to any Brink’s Federal Consolidated Income Tax Return, the due
date for any required installment of estimated taxes determined under Section
6655 of the Code, the due date (determined without regard to extensions) for
filing the return determined under Section 6072 of the Code, and the date the
return is filed, and (ii) with respect to any other Tax Return, the
corresponding dates determined under the applicable Tax Law.

       

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      “Person” means an
individual, a partnership, a corporation, a limited liability company, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization and a governmental entity or any department, agency or political
subdivision thereof, without regard to whether any entity is treated as
disregarded for U.S. federal income tax purposes.

       

      “Post-Closing Period”
means any Tax Period that, to the extent it relates to a member of the BHS
Group, begins after the Closing Date.

       

      “Pre-Closing Period”
means any Tax Period that, to the extent it relates to a member of the BHS
Group, ends on or before the Closing Date.

       

      “Prime Rate” has the
meaning set forth in the Separation and Distribution Agreement.

       

      “Privilege” means any
privilege that may be asserted under applicable law, including any privilege
arising under or relating to the attorney-client relationship (including the
attorney-client and work product privileges), the accountant-client privilege
and any privilege relating to internal evaluation processes.

       

      “Proposed Acquisition
Transaction” means a transaction or series of transactions (or any
agreement, understanding or arrangement, within the meaning of Section 355(e) of
the Code and Treasury Regulation Section 1.355-7, or any other regulations
promulgated thereunder, to enter into a transaction or series of transactions),
whether such transaction is supported by BHS management or shareholders, is a
hostile acquisition, or otherwise, as a result of which BHS would merge or
consolidate with any other Person or as a result of which one or more Persons
would (directly or indirectly) acquire, or have the right to acquire, from BHS
and/or one or more holders of outstanding shares of BHS Capital Stock, a number
of shares of BHS Capital Stock that would, when combined with any other changes
in ownership of BHS Capital Stock pertinent for purposes of Section 355(e) of
the Code, comprise 40% or more of (A) the value of all outstanding shares of
stock of BHS as of the date of such transaction, or in the case of a series of
transactions, the date of the last transaction of such series, or (B) the total
combined voting power of all outstanding shares of voting stock of BHS as of the
date of such transaction or, in the case of a series of transactions, the date
of the last transaction of such series.  Notwithstanding the
foregoing, a Proposed Acquisition Transaction shall not include (A) the adoption
by BHS of a shareholder rights plan or (B) issuances by BHS that satisfy Safe
Harbor VIII (relating to acquisitions in connection with a person’s performance
of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of
an employer) of Treasury Regulation Section 1.355-7(d).  For purposes
of determining whether a transaction constitutes an indirect acquisition, any
recapitalization resulting in a shift of voting power or any redemption of
shares of stock shall be treated as an indirect acquisition of shares of stock
by the non-exchanging shareholders.  This definition and the
application thereof is intended to monitor compliance with Section 355(e) of the
Code and shall be interpreted accordingly.  Any clarification of, or
change in, the statute or regulations promulgated under Section 355(e) of the
Code shall be incorporated in this definition and its
interpretation.

       

       

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      “Representation
Letters” means the representation letters and any other materials
delivered or deliverable by Brink’s, BHS or others in connection with the
rendering by Tax Advisors of any opinions in connection with the
Transactions.

       

      “Responsible Company”
means, with respect to any Tax Return, the Company having responsibility for
preparing and filing such Tax Return under this Agreement.

       

      “Ruling” means (a) the
private letter ruling (and any supplemental private letter ruling) issued by the
IRS to Brink’s in connection with the Transactions and (b) any similar ruling
(including any supplemental ruling) issued by any Tax Authority other than the
IRS in connection with the Transactions.

       

      “Ruling Documents”
means the Ruling and the Ruling Request.

       

      “Ruling Request” means
any letter filed by Brink’s with the IRS or any other Tax Authority requesting a
ruling regarding certain tax consequences of the Transactions (including all
attachments, exhibits and other materials submitted with such ruling request
letter) and any amendment or supplement to such ruling request
letter.

       

      “Second Internal
Distribution” shall have the meaning ascribed to it in the Ruling Request
filed with the IRS on June 30, 2008.  For the avoidance of doubt,
Pittston Services Group, Inc. is the distributing corporation in the Second
Internal Distribution, and Brink’s Home Security, Inc. is the controlled
corporation in the Second Internal Distribution.

       

      “Section 7.02(d)
Acquisition Transaction” means any transaction or series of transactions
that is not a Proposed Acquisition Transaction but would be a Proposed
Acquisition Transaction if the percentage reflected in the definition of
Proposed Acquisition Transaction were 25% instead of 40%.

       

      “Separate Return”
means (a) in the case of any Tax Return of any member of the BHS Group
(including any consolidated, combined or unitary return), any such Tax Return
that does not include any member of the Brink’s Group and (b) in the case of any
Tax Return of any member of the Brink’s Group (including any consolidated,
combined or unitary return), any such Tax Return that does not include any
member of the BHS Group.

       

      “Separation and Distribution
Agreement” means the Separation and Distribution Agreement, as amended
from time to time, by and between Brink’s and BHS dated as of October 31,
2008.

       

      “Signing Group” shall
have the meaning set forth in Section 8.03.

       

      “State Income Tax”
means any Tax imposed by any State of the United States or by any political
subdivision of any such State (or by the District of Columbia) that is imposed
on or measured by net income, including state and local franchise or similar
Taxes measured by net income, and any interest, penalties, additions to tax or
additional amounts in respect of the foregoing.

       

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

      “Supplier Group” shall
have the meaning set forth in Section 8.03.

       

      “Tax” or “Taxes” means any
income, gross income, gross receipts, profits, capital stock, franchise,
withholding, payroll, social security, workers compensation, unemployment,
disability, property, ad valorem, stamp, excise, severance, occupation, service,
sales, use, license, lease, transfer, import, export, value added, alternative
minimum, estimated or other tax (including any fee, assessment or other charge
in the nature of or in lieu of any tax) imposed by any governmental entity or
political subdivision thereof, and any interest, penalties, additions to tax, or
additional amounts in respect of the foregoing.

       

      “Tax Advisor” means a
United States tax counsel or accountant of recognized national
standing.

       

      “Tax Arbitrator” shall
have the meaning set forth in Article XIV.

       

      “Tax Arbitrator
Dispute” shall have the meaning set forth in
Article XIV.

       

      “Tax Attribute” or
“Attribute”
means a net operating loss, net capital loss, unused investment credit, unused
foreign tax credit, excess charitable contribution, general business credit, Tax
basis or any other Tax Item that could reduce a Tax.

       

      “Tax Authority” means,
with respect to any Tax, the governmental entity or political subdivision
thereof that imposes such Tax, and the agency (if any) charged with the
collection of such Tax for such entity or subdivision.

       

      “Tax Benefit” means
any refund, credit or other reduction in otherwise required Tax
payments.

       

      “Tax Contest” means an
audit, review, examination or other administrative or judicial proceeding with
the purpose or effect of redetermining Taxes (including any administrative or
judicial review of any claim for refund).

       

      “Tax Detriment” means
any increase in required Tax payments (or, without duplication, the reduction in
any refund or credit).

       

      “Tax-Free Status”
means the qualification of (a) the First Internal Distribution and the Second
Internal Distribution, respectively, each as (i) a distribution described in
Section 355(a) of the Code, (ii) as a transaction in which the stock
distributed thereby is “qualified property” for purposes of Sections 355(d) and
355(e) of the Code and (iii) as a transaction in which Brink’s Holding Company,
Pittston Services Group, Inc., Brink’s Home Security, Inc., Brink's and BHS
recognize no income or gain for U.S. Federal income tax purposes pursuant to
Section 355 of the Code and (b) the Contribution and Distribution, taken
together, as (i) a reorganization described in Sections 355(a) and 368(a)(1)(D)
of the Code and (ii) as a transaction in which the stock distributed thereby is
“qualified property” for purposes of Sections 355(d), 355(e) and 361(c) of the
Code and (c) as a transaction in which Brink’s, BHS, and the shareholders of
Brink’s recognize no income or gain for U.S. Federal income tax purposes
pursuant to Sections 355, 361 and 1032 of the Code.  For the avoidance
of doubt, recognition of income or gain by Brink’s or BHS as a result of taking
into account intercompany items or excess loss accounts pursuant to the Treasury
Regulations promulgated pursuant to Section 1502 of the Code shall not mean that
the Transactions do not have Tax-Free Status.

       

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       

      “Tax Item” means, with
respect to any income Tax, any item of income, gain, loss, deduction or
credit.

       

      “Tax Law” means the
law of any governmental entity or political subdivision thereof relating to any
Tax.

       

      “Tax Opinions/Rulings”
means the opinions of Tax Advisors and the Ruling deliverable to Brink’s in
connection with the Transactions.

       

      “Tax Period” means,
with respect to any Tax, the period for which the Tax is reported as provided
under the Code or other applicable Tax Law.

       

      “Tax Records” means
Tax Returns, Tax Return workpapers, documentation relating to any Tax Contests
and any other books of account or records required to be maintained under the
Code or other applicable Tax Laws or under any record retention agreement with
any Tax Authority.

       

      “Tax-Related Losses”
means (i) all Federal, state and local Taxes (including interest and penalties
thereon) imposed pursuant to any settlement, Final Determination, judgment or
otherwise; (ii) all reasonable accounting, legal and other professional fees and
court costs incurred in connection with such Taxes; and (iii) all reasonable
costs and expenses and all damages associated with shareholder litigation or
controversies and any amount paid by Brink’s (or any Affiliate of Brink’s) or
BHS (or any Affiliate of BHS) in respect of the liability of shareholders,
whether paid to shareholders or to the IRS or any other Tax Authority, in each
case, resulting from the failure of the First Internal Distribution, the Second
Internal Distribution or the Contribution or the Distribution to have Tax-Free
Status.

       

      “Tax Return” or “Return” means any
report of Taxes due, any claim for refund of Taxes paid, any information return
with respect to Taxes, or any other similar report, statement, declaration or
document required to be filed under the Code or other Tax Law, including any
attachments, exhibits or other materials submitted with any of the foregoing,
and including any amendments or supplements to any of the
foregoing.

       

      “Transactions” means
the First Internal Distribution, the Second Internal Distribution, the
Contribution, the Distribution and the other transactions contemplated by the
Separation and Distribution Agreement.

       

      “Treasury Regulations”
means the regulations promulgated from time to time under the Code as in effect
for the relevant Tax Period.

       

       

       

      
        
          
          

        

        
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      “Unqualified Tax
Opinion” means a “will” opinion, without qualifications, of a Tax
Advisor, which Tax Advisor is reasonably acceptable to Brink’s, on which Brink’s
may rely to the effect that a transaction will not affect the Tax-Free
Status.  Any such opinion must assume that the First Internal
Distribution, the Second Internal Distribution, and the Contribution and
Distribution (taken together) would have qualified for Tax-Free Status if the
transaction in question did not occur.

       

       

      ARTICLE
II

       

      Allocation of Tax
Liabilities

       

      SECTION
2.01. General
Rule.  (a)  Brink’s
Liability.  Brink’s shall be liable for, and shall indemnify
and hold harmless the BHS Group from and against any liability for, Taxes that
are allocated to Brink’s under this Article II.

       

      (b) BHS
Liability.  BHS shall be liable for, and shall indemnify and
hold harmless the Brink’s Group from and against any liability for, Taxes that
are allocated to BHS under this Article II.

       

      SECTION
2.02. Allocations of
Taxes.  Except as provided in Section 2.03, Taxes shall be
allocated as follows:

       

      (a) Allocation of Taxes to
Brink’s.  Brink’s shall be responsible for any and all Taxes
due or required to be reported on any Joint Return or Brink’s Separate Return
(including any increase in such Tax as a result of a Final
Determination).

       

      (b) Allocation of Taxes to
BHS.  BHS shall be responsible for any and all Taxes due or
required to be reported on any BHS Separate Return (including any increase in
such Tax as a result of a Final Determination).

       

      SECTION
2.03. Certain Transaction and
Other Taxes.  (a)  BHS
Liability.  BHS shall be liable for, and shall indemnify and
hold harmless the Brink’s Group from and against any liability for:

       

      (i) any Tax
resulting from a breach by BHS of any covenant in this Agreement, the Separation
and Distribution Agreement or any Ancillary Agreement; and

       

      (ii) any
Tax-Related Losses for which BHS is responsible pursuant to
Section 7.04.

       

      (b) Brink’s
Liability.  Brink’s shall be liable for, and shall indemnify
and hold harmless the BHS Group from and against any liability for:

       

      (i) any Taxes
imposed pursuant to Treasury Regulation Section 1.1502-6 (or any similar
provision of foreign, State or local Tax law) on any member of the BHS Group
solely as a result of such member’s being a member of the Brink’s Affiliated
Group (or similar group under foreign, State or local Tax law);

       

       

       

       

      
        
          
          

        

        
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      (ii) any Tax
resulting from a breach by Brink’s of any covenant in this Agreement, the
Separation and Distribution Agreement or any Ancillary Agreement;
and

       

      (iii) any
Tax-Related Losses for which Brink’s is responsible pursuant to
Section 7.04.

       

       

      ARTICLE
III

       

      Proration of Tax
Items

       

      SECTION
3.01. General Method of
Proration.  Tax Items shall be apportioned between Pre-Closing
Periods and Post-Closing Periods in accordance with the principles of Treasury
Regulation Section 1.1502-76(b) as reasonably interpreted and applied by
Brink’s.  No election shall be made under Treasury Regulation Section
1.1502-76(b)(2)(ii) (relating to ratable allocation of a year’s
items).  If the Closing Date is not an Accounting Cutoff Date, the
provisions of Treasury Regulation Section 1.1502-76(b)(2)(iii) will be applied
to allocate ratably the items (other than extraordinary items) for the month
that includes the Closing Date.

       

      SECTION
3.02. Transactions Treated as
Extraordinary Items.  In determining the apportionment of Tax
Items between Pre-Closing Periods and Post-Closing Periods, any Tax Items
relating to the Transactions shall be treated as extraordinary items described
in Treasury Regulation Section 1.1502-76(b)(2)(ii)(C) and shall (to the extent
occurring on or prior to the Closing Date) be allocated to Pre-Closing Periods,
and any Taxes related to such items shall be treated under Treasury Regulation
Section 1.1502-76(b)(2)(iv) as relating to such extraordinary items and shall
(to the extent occurring on or prior to the Closing Date) be allocated to
Pre-Closing Periods.

       

       

      ARTICLE
IV

       

      Preparation and Filing of
Tax Returns

       

      SECTION
4.01. General.  Except
as otherwise provided in this Article IV, Tax Returns shall be prepared and
filed when due (including extensions) by the person obligated to file such Tax
Returns under the Code or applicable Tax Law.  The Companies shall
provide, and shall cause their Affiliates to provide, assistance and cooperation
to one another in accordance with Article VIII with respect to the
preparation and filing of Tax Returns, including providing information required
to be provided in Article VIII.

       

      SECTION
4.02. Brink’s
Responsibility.  Brink’s has the exclusive obligation and right
to prepare and file, or to cause to be prepared and filed:

       

      (a) Brink’s
Federal Consolidated Income Tax Returns for any Tax Periods ending on, before or
after the Closing Date;

       

      (b) Brink’s
State Combined Income Tax Returns and any other Joint Returns that Brink’s
reasonably determines are required to be filed (or that Brink’s chooses to be
filed) by the Companies or any of their Affiliates for Tax Periods ending on,
before or after the Closing Date; provided, however, that Brink’s
shall provide written notice (no later than 60 days prior to the date such
Returns are due, including extensions) of such determination to file such
Brink’s State Combined Income Tax Returns or other Joint Returns to BHS;
and

       

       

       

      
        
          
          

        

        
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      (c) Brink’s
Separate Returns and BHS Separate Returns that Brink’s reasonably determines are
required to be filed by the Companies or any of their Affiliates for Tax Periods
ending on, before or after the Closing Date (limited, in the case of BHS
Separate Returns, to such Returns as are filed on or prior to the Closing
Date).

       

      SECTION
4.03. BHS’s
Responsibility.  BHS shall prepare and file, or shall cause to
be prepared and filed, all BHS Separate Returns other than those Tax Returns
filed on or prior to the Closing Date.  The Tax Returns required to be
prepared and filed by BHS under this Section 4.03 shall include (a) any BHS
Federal Consolidated Income Tax Return and (b) BHS Separate Returns required to
be filed for Tax Periods ending after the Closing Date.

       

      SECTION
4.04. Tax Accounting
Practices.  (a)  General
Rule.  Except as provided in Section 4.04(b), with respect
to any Tax Return that BHS has the obligation and right to prepare and file, or
cause to be prepared and filed, under Section 4.03, for any Pre-Closing Period
(and the portion, ending on the Closing Date, of any Tax Period that includes
but does not end on the Closing Date), such Tax Return shall be prepared in
accordance with past practices, accounting methods, elections or conventions
(“Past
Practices”) used by Brink’s and its Subsidiaries with respect to the Tax
Returns in question (unless there is no reasonable basis for the use of such
Past Practices), and to the extent any items are not covered by Past Practices
(or in the event that there is no reasonable basis for the use of such Past
Practices), in accordance with reasonable Tax accounting
practices.  Except as provided in Section 4.04(b), Brink’s shall
prepare any Tax Return that it has the obligation and right to prepare and file,
or cause to be prepared and filed, under Section 4.02, in accordance with
reasonable Tax accounting practices selected by Brink’s.

       

      (b) Reporting of Transaction Tax
Items.  BHS shall file all Tax Returns consistent with the Tax
treatment of the Transactions set forth in the Ruling Requests and the Tax
Opinions/Rulings.  To the extent there is a Tax treatment relating to
the Transactions that is not covered by the Ruling Requests or Tax
Opinions/Rulings, the Tax treatment shall be determined by Brink’s with respect
to such Tax Return, and BHS shall agree to such treatment and shall file all Tax
Returns for which it is responsible consistently with such treatment, unless
either (i) there is no reasonable basis for such Tax treatment or (ii) such Tax
treatment is inconsistent with the Tax treatment contemplated in the Ruling
Requests and/or the Tax Opinions/Rulings.

       

      SECTION
4.05. Consolidated or Combined Tax
Returns.  BHS shall elect and join, and shall cause its
respective Affiliates to elect and join, in filing any Brink’s State Combined
Income Tax Returns and any Joint Returns that Brink’s determines are required to
be filed or that Brink’s chooses to file pursuant to Section
4.02(b).

       

       

       

       

      
        
          
          

        

        
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      SECTION
4.06. Right To Review Tax
Returns.  (a)  General.  The
Responsible Company with respect to any material Tax Return shall make such Tax
Return and related workpapers available for review by the other Company, if
requested, to the extent (i) such Tax Return relates to Taxes for which the
requesting party would reasonably be expected to be liable, (ii) the requesting
party would reasonably be expected to be liable in whole or in part for any
additional Taxes owing as a result of adjustments to the amount of such Taxes
reported on such Tax Return, (iii) such Tax Return relates to Taxes for which
the requesting party would reasonably be expected to have a claim for Tax
Benefits under this Agreement or (iv) the requesting party reasonably determines
that it must inspect such Tax Return to confirm compliance with the terms of
this Agreement.  The Responsible Company shall use reasonable best
efforts to make such Tax Return available for review as required under this
paragraph sufficiently in advance of the due date (including extensions) for
filing of such Tax Return to provide the requesting party with a meaningful
opportunity to analyze and comment on such Tax Return.

       

      (b) Execution of Returns
Prepared by Other Party.  In the case of any Tax Return that is
required to be prepared and filed by the Responsible Company under this
Agreement and that is required by law to be signed by the other Company (or by
its authorized representative), the Company that is legally required to sign
such Tax Return shall be required to sign such Tax Return unless there is no
reasonable basis for the Tax treatment of an item reported on the Tax Return or
the Tax treatment of an item reported on the Tax Return should, in the opinion
(reasonably acceptable in form and substance to the Responsible Company) of a
Tax Advisor, subject the other Company (or its authorized representatives) to
material penalties.

       

      SECTION
4.07. BHS Carrybacks and Claims
for Refund.  (a)  BHS hereby agrees that, unless
Brink’s consents in writing, no Adjustment Request with respect to any Tax
Return for the Pre-Closing Period shall be filed; provided, however, that upon
the reasonable request of BHS, Brink’s shall use reasonable best efforts to
make, at BHS's expense, an Adjustment Request claiming a refund of Taxes for the
Pre-Closing Period with respect to a BHS Carryback arising in a Post-Closing
Period related to U.S. Federal or State Taxes (any such Adjustment Request to be
prepared and filed by Brink’s) where, in Brink's reasonable discretion, such
Adjustment Request will not materially impair the ability of Brink's to use Tax
Attributes.

       

      (b) BHS, upon
the request of Brink’s, agrees to repay the amount paid over to BHS (plus any
penalties, interest or other charges imposed by the relevant Tax Authority) in
the event Brink's is required to repay such refund to such Tax
Authority.

       

      SECTION
4.08. Apportionment of Earnings
and Profits and Tax Attributes.  Brink’s shall in good faith
advise BHS in writing of the portion, if any, of any earnings and profits, Tax
Attribute or other consolidated, combined or unitary attribute that Brink’s
determines shall be allocated or apportioned to the BHS Group under applicable
law.  BHS and all members of the BHS Group shall prepare all Tax
Returns in accordance with such written notice.  As soon as
practicable after receipt of a written request from BHS, Brink’s shall provide
copies of any studies, reports and workpapers supporting such allocations and
apportionments.  In the event of a subsequent adjustment by the
applicable Tax Authority to such allocations and apportionments, Brink’s shall
promptly notify BHS in writing of such adjustment.  For the avoidance
of doubt, Brink’s shall not be liable to any member of the BHS Group for any
failure of any determination under this Section 4.08 to be accurate under
applicable Tax Law.

       

       

       

       

       

      
        
          
          

        

        
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      ARTICLE
V

       

      Tax
Payments

       

      SECTION
5.01. Payment of Taxes With
Respect to Tax Returns Reflecting Taxes of the Other
Company.  In the case of any Tax Return reflecting Taxes
allocated hereunder to the Company that is not the Responsible
Company:

       

      (a) Computation and Payment of
Tax Due.  At least 3 business days prior to any Payment Date
for any Tax Return, the Responsible Company shall compute the amount of Tax
required to be paid to the applicable Tax Authority (taking into account the
requirements of Section 4.04 relating to consistent accounting practices) with
respect to such Tax Return on such Payment Date.  The Responsible
Company shall pay such amount to such Tax Authority on or before such Payment
Date (and provide notice and proof of payment to the other
Company).

       

      (b) Computation and Payment of
Liability With Respect to Tax Due.  Within 30 days following
the earlier of (i) the due date (including extensions) for filing any such Tax
Return (excluding any Tax Return with respect to payment of estimated Taxes or
Taxes due with a request for extension of time to file) or (ii) the date on
which such Tax Return is filed, if Brink’s is the Responsible Company, then BHS
shall pay to Brink’s the amount allocable to the BHS Group under the provisions
of Article II, and if BHS is the Responsible Company, then Brink’s shall
pay to BHS the amount allocable to the Brink’s Group under the provisions of
Article II, in each case, plus interest computed at the Prime Rate on the
amount of the payment based on the number of days from the earlier of (A) the
due date of the Tax Return (including extensions) or (B) the date on which such
Tax Return is filed to the date of payment.

       

      (c) Adjustments Resulting in
Underpayments.  In the case of any adjustment pursuant to a
Final Determination with respect to any such Tax Return, the Responsible Company
shall pay to the applicable Tax Authority when due any additional Tax due with
respect to such Tax Return required to be paid as a result of such adjustment
pursuant to a Final Determination.  The Responsible Company shall
compute the amount attributable to the BHS Group in accordance with
Article II and BHS shall pay to Brink’s any amount due Brink’s (or Brink’s
shall pay BHS any amount due BHS) under Article II within 30 days from the
later of (i) the date the additional Tax was paid by the Responsible Company or
(ii) the date of receipt of a written notice and demand from the Responsible
Company for payment of the amount due, accompanied by evidence of payment and a
statement detailing the Taxes paid and describing in reasonable detail the
particulars relating thereto. Any payments required under this Section 5.01(c)
shall include interest computed at the Prime Rate based on the number of days
from the date the additional Tax was paid by the Responsible Company to the date
of the payment under this Section 5.01(c).

       

      SECTION
5.02. Indemnification
Payments.  All indemnification payments under this Agreement
shall be made by Brink’s directly to BHS and by BHS directly to Brink’s; provided, however, that if the
Companies mutually agree with respect to any such indemnification payment, any
member of the Brink’s Group, on the one hand, may make such indemnification
payment to any member of the BHS Group, on the other hand, and vice
versa.

       

       

       

       

      
        
          
          

        

        
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      ARTICLE
VI

       

      Tax
Benefits

       

      SECTION
6.01. Tax Refunds in
General.  Except as set forth below, Brink’s shall be entitled
to any refund (and any interest thereon received from the applicable Tax
Authority) of Taxes for which Brink’s is liable hereunder, BHS shall be entitled
to any refund (and any interest thereon received from the applicable Tax
Authority) of Taxes for which BHS is liable hereunder and a Company receiving a
refund to which another Company is entitled hereunder shall pay over such refund
to such other Company within 30 days after such refund is received (together
with interest computed at the Prime Rate based on the number of days from the
date the refund was received to the date the refund was paid over).

       

      SECTION
6.02. Timing Differences and
Reverse Timing Differences.  (a)  If as a result of
an adjustment pursuant to a Final Determination to any Taxes for which a member
of the Brink’s Group is liable hereunder (or Tax Attribute of a member of the
Brink’s Group) a member of the BHS Group could realize a current or future Tax
Benefit that it could not realize but for such adjustment (determined on a with
and without basis), or if as a result of an adjustment pursuant to a Final
Determination to any Taxes for which a member of the BHS Group is liable
hereunder (or Tax Attribute of a member of the BHS Group) a member of the
Brink's Group could realize a current or future Tax Benefit that it could not
realize but for such adjustment (determined on a with and without basis), BHS or
Brink’s, as the case may be, shall make a payment to either Brink’s or BHS, as
appropriate, within 30 days following the date of a written notice and demand
from Brink's or BHS, as appropriate, for payment of the amount due, accompanied
by evidence of such adjustment and describing in reasonable detail the
particulars relating thereto.  Any payment required under this Section
6.02(a) shall include interest on such payment computed at the Prime Rate based
on the number of days from the date of such written notice to the date of
payment under this Section 6.02(a). In the event that Brink’s or BHS disagrees
with any such calculation described in this Section 6.02(a), Brink’s or BHS
shall so notify the other Company in writing within 30 days of receiving the
written calculation set forth above in this Section 6.02(a).  Brink’s
and BHS shall endeavor in good faith to resolve such disagreement.

       

      (b) If a
member of the BHS Group actually realizes in cash pursuant to a Final
Determination any Tax Detriment as a result of an adjustment pursuant to a Final
Determination to any Taxes for which a member of the Brink’s Group is liable
hereunder (or Tax Attribute of a member of the Brink’s Group) (in such
circumstance, Brink’s being the “Adjusted Party”) and
such Tax Detriment would not have arisen but for such adjustment (determined on
a with and without basis), or if a member of the Brink’s Group actually realizes
in cash pursuant to a Final Determination any Tax Detriment as a result of an
adjustment pursuant to a Final Determination to any Taxes for which a member of
the BHS Group is liable hereunder (or Tax Attribute of a member of the BHS
Group) (in such circumstance, BHS being the “Adjusted Party”) and
such Tax Detriment would not have arisen but for such adjustment (determined on
a with and without basis), the Adjusted Party shall make a payment to the other
party within 30 days following the later of such actual realization of the Tax
Detriment and the Adjusted Party’s actual realization of the corresponding Tax
Benefit, in an amount equal to the lesser of such Tax Detriment actually
realized in cash and the Tax Benefit, if any, actually realized in cash by the
Adjusted Party pursuant to such adjustment (which would not have arisen but for
such adjustment), plus interest on such amount 

       

       

       

       

      
        
          
          

        

        
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      computed
at the Prime Rate based on the number of days from the later of the date of such
actual realization of the Tax Detriment and the Adjusted Party’s actual
realization of the corresponding Tax Benefit to the date of payment of such
amount under this Section 6.02(b). No later than 30 days after a Tax Detriment
described in this Section 6.02(b) is actually realized in cash by a member of
the Brink’s Group or a member of the BHS Group, Brink’s (if a member of the
Brink’s Group actually realizes such Tax Detriment) or BHS (if a member of the
BHS Group actually realizes such Tax Detriment) shall provide the other Company
with a written calculation of the amount payable pursuant to Section
6.02(b).  In the event that Brink’s or BHS disagrees with any such
calculation described in this Section 6.02(b), Brink’s or BHS shall so notify
the other Company in writing within 30 days of receiving the written calculation
set forth above in this Section 6.02(b).  Brink’s and BHS shall
endeavor in good faith to resolve such disagreement.

       

      SECTION
6.03. BHS
Carrybacks.  BHS shall be entitled to any refund actually
received in cash that is attributable to, and would not have arisen but for
(determined on a with and without basis), a BHS Carryback pursuant to the
proviso set forth in Section 4.07, provided that the refund is a refund of Taxes
for the Tax Period to which the BHS Carryback is carried or the first or second
immediately following Tax Periods.  Any such payment of such refund
made by Brink’s to BHS pursuant to this Section 6.03 shall be recalculated in
light of any Final Determination (or any other facts that may arise or come to
light after such payment is made, such as a carryback or carryforward of a
Brink’s Group Tax Attribute to a Tax Period in respect of which such refund is
received) that would affect the amount to which BHS is entitled, and an
appropriate adjusting payment shall be made by BHS to Brink’s such that the
aggregate amounts paid pursuant to this Section 6.03 equals such recalculated
amount (with interest computed at the Prime Rate based on the number of days
from the date of the actual receipt of such refund to the date of payment of
such amount under this Section 6.03).

       

       

      ARTICLE
VII

       

      Tax-Free
Status

       

      SECTION
7.01. Tax Opinions/Rulings and
Representation Letters.  Each of BHS and Brink’s hereby
represents and agrees that (i) it has examined the Ruling Documents and the
Representation Letters prior to the date hereof and (ii) all information
contained in such Ruling Documents or Representation Letters that concerns or
relates to such Company or any member of its Group will be true, correct and
complete.

       

      SECTION
7.02. Restrictions on
BHS.  (a)  BHS agrees that it will not take or fail
to take, or permit any BHS Affiliate to take or fail to take, any action where
such action or failure to act would be inconsistent with or cause to be untrue
any material, information, covenant or representation in any Representation
Letters, Ruling Documents or Tax Opinions/Rulings.  BHS agrees that it
will not take or fail to take, or permit any BHS Affiliate to take or fail to
take, any action that prevents or could reasonably be expected to prevent
(i) the Tax-Free Status or (ii) any transaction contemplated by the
Separation and Distribution Agreement that is intended by the parties to be
tax-free from so qualifying, including issuing any BHS Capital Stock that would
prevent the Distribution from qualifying as a tax-free distribution within the
meaning of Section 355 of the Code.

       

       

       

       

      
        
          
          

        

        
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      (b) BHS
agrees that, from the date hereof until the first day after the two-year
anniversary of the Closing Date, it will (i) maintain its status as a company
whose separate affiliated group, within the meaning of Section 355(b)(3) of the
Code, is engaged in the Active Trade or Business and (ii) not engage in any
transaction that would result in it ceasing to be a company whose separate
affiliated group is so engaged in the Active Trade or Business.

       

      (c) BHS
agrees that, from the date hereof until the first day after the two-year
anniversary of the Closing Date, it will not (i) enter into any Proposed
Acquisition Transaction or, to the extent BHS has the right to prohibit any
Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to
occur (whether by (A) redeeming rights under a shareholder rights plan,
(B) finding a tender offer to be a “permitted offer” under any such plan or
otherwise causing any such plan to be inapplicable or neutralized with respect
to any Proposed Acquisition Transaction or (C) approving any Proposed
Acquisition Transaction, whether for purposes of Article 14 of the Virginia
Stock Corporation Act or any similar corporate statute, any “fair price” or
other provision of BHS’s charter or bylaws or otherwise), (ii) merge or
consolidate with any other Person or liquidate or partially liquidate, (iii) in
a single transaction or series of transactions sell or transfer (other than
sales or transfers of inventory in the ordinary course of business) 60% or more
of the gross assets of the Active Trade or Business or 60% or more of the
consolidated gross assets of BHS and its Affiliates (such percentages to be
measured based on fair market value as of the Closing Date), (iv) redeem or
otherwise repurchase (directly or through a BHS Affiliate) any BHS Capital
Stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of
Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue
Procedure by Revenue Procedure 2003-48), (v) amend its certificate of
incorporation (or other organizational documents), or take any other action,
whether through a shareholder vote or otherwise, affecting the relative voting
rights of BHS Capital Stock (including, without limitation, through the
conversion of any BHS Capital Stock into another class of BHS Capital Stock) or
(vi) take any other action or actions (including any action or transaction that
would be reasonably likely to be inconsistent with any representation made in
the Representation Letters, Ruling Documents or the Tax Opinions/Rulings) that
in the aggregate (and taking into account any other transactions described in
this subparagraph (c)) would be reasonably likely to have the effect of causing
or permitting one or more persons (whether or not acting in concert) to acquire
directly or indirectly stock representing a Fifty-Percent or Greater Interest in
BHS or otherwise jeopardize the Tax-Free Status, unless prior to taking any such
action set forth in the foregoing clauses (i) through (vi), (A) BHS shall
have requested that Brink’s obtain a supplemental Ruling in accordance with
Sections 7.03(b) and (d) to the effect that such transaction will not
affect the Tax-Free Status and Brink’s shall have received such a supplemental
Ruling in form and substance satisfactory to Brink’s in its sole and absolute
discretion, which discretion shall be exercised in good faith solely to preserve
the Tax-Free Status (and in determining whether such a Ruling is satisfactory,
Brink’s may consider, among other factors, the appropriateness of any underlying
assumptions and management’s representations made in connection with such
Ruling), or (B) BHS shall provide Brink’s with an Unqualified Tax Opinion in
form and substance satisfactory to Brink’s in its sole and absolute discretion,
which discretion shall be exercised in good faith solely to preserve the
Tax-Free Status (and in determining whether an opinion is satisfactory, Brink’s
may consider, among other factors, the appropriateness of any underlying
assumptions and management’s representations if used as a basis for the opinion
and Brink’s may determine that no opinion would be acceptable to Brink’s) or (C)
Brink’s shall have waived the requirement to obtain such ruling or
opinion.

       

       

       

       

      
        
          
          

        

        
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      (d) Certain Issuances of BHS
Capital Stock.  If BHS proposes to enter into any
Section 7.02(d) Acquisition Transaction or, to the extent BHS has the right
to prohibit any Section 7.02(d) Acquisition Transaction, proposes to permit
any Section 7.02(d) Acquisition Transaction to occur, in each case, during
the period from the date hereof until the first day after the two-year
anniversary of the Closing Date, BHS shall provide Brink’s, no later than ten
days following the signing of any written agreement with respect to the
Section 7.02(d) Acquisition Transaction, with a written description of such
transaction (including the type and amount of BHS Capital Stock to be issued in
such transaction) and a certificate of the Board of Directors of BHS to the
effect that the Section 7.02(d) Acquisition Transaction is not a Proposed
Acquisition Transaction or any other transaction to which the requirements of
Section 7.02(c) apply (a “Board
Certificate”).

       

      (e) Distributions by Foreign BHS
Subsidiaries.  Until January 1st of the calendar year
immediately following the calendar year in which the Distribution occurs, BHS
shall neither cause nor permit any foreign subsidiary of BHS to enter into any
transaction or take any action that would be considered under the Code to
constitute the declaration or payment of a dividend (including pursuant to
Section 304 of the Code) without obtaining the prior written consent of Brink’s
(such prior written consent not to be unreasonably withheld).

       

      (f) Procedures Regarding
Opinions and Rulings.  If BHS notifies Brink’s that it desires
to take one of the actions described in clauses (i) through (vi) of Section
7.02(c) (a “Notified
Action”), Brink’s and BHS shall reasonably cooperate to attempt to obtain
the ruling or opinion referred to in Section 7.02(c), unless Brink’s shall have
waived the requirement to obtain such ruling or opinion.

       

      (g) Rulings or Unqualified Tax
Opinions at BHS’s Request.  Brink’s agrees that at the
reasonable request of BHS pursuant to Section 7.02(c) Brink’s shall
cooperate with BHS and use reasonable best efforts to seek to obtain, as
expeditiously as possible, a supplemental Ruling from the IRS or an Unqualified
Tax Opinion for the purpose of permitting BHS to take the Notified
Action.  In no event shall Brink’s be required to file any Ruling
Request under this Section 7.03(b) unless BHS represents that (A) it has read
the Ruling Request and (B) all information and representations, if any, relating
to any member of the BHS Group contained in the Ruling Request documents are
(subject to any qualifications therein) true, correct and
complete.  BHS shall reimburse Brink’s for all reasonable costs and
expenses incurred by the Brink’s Group in obtaining a Ruling or Unqualified Tax
Opinion requested by BHS within 10 business days after receiving an invoice from
Brink’s therefor.

       

      (h) Rulings or Unqualified Tax
Opinions at Brink’s Request.  Brink’s shall have the right to
obtain a supplemental Ruling or an Unqualified Tax Opinion at any time in its
sole and absolute discretion.  If Brink’s determines to obtain a
supplemental Ruling or an Unqualified Tax Opinion, BHS shall (and shall cause
each Affiliate of BHS to) cooperate 

       

       

       

       

      
        
          
          

        

        
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      with
Brink’s and take any and all actions reasonably requested by Brink’s in
connection with obtaining the Ruling or Unqualified Tax Opinion (including,
without limitation, by making any representation or reasonable covenant or
providing any materials or information requested by the IRS or Tax Advisor;
provided that BHS shall not be required to make (or cause any Affiliate of BHS
to make) any representation or covenant that is inconsistent with historical
facts or as to future matters or events over which it has no control). Brink’s
and BHS shall each bear its own costs and expenses in obtaining a Ruling or an
Unqualified Tax Opinion requested by Brink’s.

       

      (i) BHS
hereby agrees that Brink’s shall have sole and exclusive control over the
process of obtaining any Ruling, and that only Brink’s shall apply for a
Ruling.  In connection with obtaining a Ruling pursuant to Section
7.04(b), (A) Brink’s shall keep BHS informed in a timely manner of all material
actions taken or proposed to be taken by Brink’s in connection therewith; (B)
Brink’s shall (1) reasonably in advance of the submission of any Ruling
Request documents provide BHS with a draft copy thereof, (2) reasonably
consider BHS’s comments on such draft copy and (3) provide BHS with a final
copy; and (C) Brink’s shall provide BHS with notice reasonably in advance of,
and BHS shall have the right to attend, any formally scheduled meetings with the
IRS (subject to the approval of the IRS) that relate to such Ruling. Neither BHS
nor any BHS Affiliate shall seek any guidance from the IRS or any other Tax
Authority (whether written, verbal or otherwise) at any time concerning the
Transactions (including the impact of any transaction on the
Transactions).

       

      SECTION
7.03. Liability for Tax-Related
Losses.  (a)  Notwithstanding anything in this
Agreement or the Separation and Distribution Agreement to the contrary, BHS
shall be responsible for, and shall indemnify and hold harmless Brink’s and its
Affiliates and each of their respective officers, directors and employees from
and against, one hundred percent (100%) of any Tax-Related Losses that are
attributable to or result from any one or more of the following:  (A)
the acquisition of all or a portion of the stock or assets of any member of the
BHS Group by any means whatsoever by any Person, (B) any negotiations,
understandings, agreements or arrangements by BHS with respect to transactions
or events (including, without limitation, stock issuances, pursuant to the
exercise of stock options or otherwise, option grants, capital contributions or
acquisitions, or a series of such transactions or events) that cause the
Distribution to be treated as part of a plan pursuant to which one or more
Persons acquire directly or indirectly stock of BHS representing a Fifty-Percent
or Greater Interest therein, (C) any action or failure to act by BHS after the
Distribution (including, without limitation, any amendment to BHS’s certificate
of incorporation (or other organizational documents), whether through a
shareholder vote or otherwise) affecting the relative voting rights of any class
of BHS Capital Stock (including, without limitation, through the conversion of
any class of BHS Capital Stock into another class of BHS Capital Stock), (D) any
act or failure to act by BHS or any BHS Affiliate described in Section 7.02
(regardless whether such act or failure to act is covered by a Ruling,
Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section
7.02(c) or a Board Certificate described in Section 7.02(d)) or (E) any
breach by BHS of its agreement and representation set forth in Section
7.01.

       

       

       

       

      
        
          
          

        

        
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      (b) For
purposes of calculating the amount and timing of any Tax-Related Loss for which
BHS is responsible under this Section 7.04, Tax-Related Losses shall be
calculated by assuming that Brink’s, the Brink’s Affiliated Group and each
member of the Brink’s Group (i) pay Tax at the highest marginal corporate Tax
rates in effect in each relevant taxable year and (ii) have no Tax Attributes in
any relevant taxable year.

       

      (c) BHS shall
not be entitled to any refund (or any interest thereon received from the
applicable Tax Authority) of Taxes for which BHS is responsible under this
Section 7.04, and Section 6.02 shall not apply to any Tax Benefit that Brink’s
realizes as a result of an adjustment to any Taxes for which a member of the BHS
Group is responsible under this Section 7.04.

       

      (d) BHS shall
pay Brink’s the amount of any Tax-Related Losses for which BHS is responsible
under this Section 7.04:  (A) in the case of Tax-Related Losses
described in clause (i) of the definition of Tax-Related Losses no later than
2  business days prior to the date Brink’s files, or causes to be
filed, the applicable Tax Return for the year of the Distribution (the “Filing Date”)
(provided that if such Tax-Related Losses arise pursuant to a Final
Determination described in clause (a), (b) or (c) of the definition of “Final Determination”,
then BHS shall pay Brink’s no later than 2 business days after the date of such
Final Determination with interest calculated at the Prime Rate plus two percent,
compounded semiannually, from the date that is 2  business days prior
to the Filing Date through the date of such Final Determination) and (B) in the
case of Tax-Related Losses described in clause (ii) or (iii) of the definition
of Tax-Related Losses, no later than 2  business days after the date
Brink’s pays such Tax-Related Losses.

       

       

      ARTICLE
VIII

       

      Assistance and
Cooperation

       

      SECTION
8.01. Assistance and
Cooperation.  (a)  After the Distribution, the
Companies shall cooperate (and cause their respective Affiliates to cooperate)
with each other and with each other’s agents, including accounting firms and
legal counsel, in connection with Tax matters relating to the Companies and
their Affiliates including (i) preparation and filing of Tax Returns, (ii)
determining the liability for and amount of any Taxes due (including estimated
Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of
Tax Returns and (iv) any administrative or judicial proceeding in respect of
Taxes assessed or proposed to be assessed.  Such cooperation shall
include making all information and documents in their possession relating to the
other Company and its Affiliates available to such other Company as provided in
Article IX.  Each of the Companies shall also make available to
the other, as reasonably requested and available, personnel (including officers,
directors, employees and agents of the Companies or their respective Affiliates)
responsible for preparing, maintaining and interpreting information and
documents relevant to Taxes, and personnel reasonably required as witnesses or
for purposes of providing information or documents in connection with any
administrative or judicial proceedings relating to Taxes.

       

      (b) Any
information or documents provided under this Article VIII shall be kept
confidential by the Company receiving the information or documents, except as
may otherwise be necessary in connection with the filing of Tax Returns or in
connection with any administrative or judicial proceedings relating to
Taxes.  Notwithstanding any other 

       

       

       

      
        
          
          

        

        
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      provision
of this Agreement or any other agreement, (i) neither Brink’s nor any Brink’s
Affiliate shall be required to provide BHS, any BHS Affiliate or any other
Person access to or copies of any information or procedures (including the
proceedings of any Tax Contest) other than information or procedures that relate
solely to BHS, a BHS Affiliate or the business or assets of BHS or any BHS
Affiliate and (ii) in no event shall Brink’s or any Brink’s Affiliate be
required to provide BHS, any BHS Affiliate or any other Person access to or
copies of any information if such action could reasonably be expected to result
in the waiver of any Privilege.  In addition, in the event that
Brink’s determines that the provision of any information to BHS or any BHS
Affiliate could be commercially detrimental, violate any law or agreement or
waive any Privilege, the parties shall use reasonable best efforts to permit
compliance with its obligations under this Article VIII in a manner that avoids
any such harm or consequence.

       

      SECTION
8.02. Income Tax Return
Information.  BHS and Brink’s acknowledge that time is of the
essence in relation to any request for information, assistance or cooperation
made by Brink’s or BHS pursuant to Section 8.01 or this Section
8.02.  BHS and Brink’s acknowledge that failure to conform to the
deadlines set forth herein or reasonable deadlines otherwise set by Brink’s or
BHS could cause irreparable harm.

       

      (a) Each
Company shall provide to the other Company information and documents relating to
its Group required by the other Company to prepare Tax Returns.  Any
information or documents the Responsible Company requires to prepare such Tax
Returns shall be provided in such form as the Responsible Company reasonably
requests and in sufficient time for the Responsible Company to file such Tax
Returns on a timely basis.

       

      (b) At BHS’s
sole expense, BHS shall provide to Brink’s the information reasonably requested
in writing by Brink’s in connection with the preparation of Tax Returns in
accordance with the deadlines set forth in such written request.

       

      (c) In the
event that BHS fails to provide any information requested by Brink’s pursuant to
Section 8.01 or this Section 8.02, within the deadlines as set forth herein (or
otherwise reasonably set by Brink’s and agreed to by BHS, such agreement not to
be unreasonably withheld), Brink’s shall have the right to engage a nationally
recognized public accounting firm of its choice (the “Accountant”), in its
sole and absolute discretion, to gather such information directly from BHS or
any other members of the BHS Group. BHS agrees, and will cause all other members
of the BHS Group to agree, upon 10  business days’ notice by Brink’s,
in the case of a failure by BHS to provide information pursuant to Section 8.01
or this Section 8.02, to permit any such Accountant full access to all records
or other information requested by such Accountant that are in the possession of
BHS or any member of the BHS Group during reasonable business
hours.  BHS agrees promptly to pay Brink’s all reasonable costs and
expenses incurred by Brink’s in connection with the engagement of such
Accountant.

       

      SECTION
8.03. Reliance.  If
any member of one Group (the “Supplier Group”)
supplies information to a member of the other Group (the “Signing Group”) in
connection with a Tax liability and an officer of a member of the Signing Group
signs a statement or other document under penalties of perjury in reliance upon
the accuracy of such information, 

       

       

       

       

      
        
          
          

        

        
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      then upon
the written request of such member of the Signing Group identifying the
information being so relied upon, the chief financial officer of the Supplier
Group (or any officer of the Supplier Group as designated by the chief financial
officer of the Supplier Group) shall certify in writing that to his or her
knowledge (based upon consultation with appropriate employees) the information
so supplied is accurate and complete. The Company that is a member of the
Supplier Group agrees to indemnify and hold harmless each member of the Signing
Group and its directors, officers and employees from and against any fine,
penalty or other cost or expense of any kind attributable to a member of the
Supplier Group having supplied, pursuant to thisArticle VIII, a member of the
Signing Group with inaccurate or incomplete information in connection with a Tax
liability.

       

       

      ARTICLE
IX

       

      Tax
Records

       

      SECTION
9.01. Retention of Tax
Records.  Each Company shall preserve and keep all Tax Records
exclusively relating to the assets and activities of its Group for Pre-Closing
Periods (and the portion, ending on the Closing Date, of any Tax Period that
includes but does not end on the Closing Date), and Brink’s shall preserve and
keep all other Tax Records relating to Taxes of the Groups for Pre-Closing
Periods until the later of (i) the expiration of any applicable statutes of
limitation, and (ii) 7 years after the Closing Date.  After such
earlier date, each Company may dispose of such records upon 90 days’ prior
written notice to the other Company.  If, prior to the expiration of
the applicable statute of limitation or such seven-year period, a Company
reasonably determines that any Tax Records that it would otherwise be required
to preserve and keep under this Article IX are no longer material in the
administration of any matter under the Code or other applicable Tax Law and the
other Company agrees, then such first Company may dispose of such records upon
90 days’ prior notice to the other Company.  Any notice of an intent
to dispose given pursuant to this Section 9.01 shall include a list of the
records to be disposed of describing in reasonable detail each file, book or
other record accumulation being disposed.  The notified Company shall
have the opportunity, at its cost and expense, to copy or remove, within such
90-day period, all or any part of such Tax Records.

       

      SECTION
9.02. Access to Tax
Records.  The Companies and their respective Affiliates shall
make available to each other for inspection and copying during normal business
hours upon reasonable notice all Tax Records in their possession to the extent
reasonably required by the other Company in connection with the preparation of
Tax Returns, audits, litigation or the resolution of items under this
Agreement.

       

      ARTICLE
X

       

      Tax
Contests

       

      SECTION
10.01. Notice.  Each
of the parties shall provide prompt notice to the other party of any written
communication from a Tax Authority regarding any pending or threatened Tax
audit, assessment or proceeding or other Tax Contest of which it becomes aware
related to Taxes for Tax Periods for which it is indemnified by the other party
hereunder.  Such notice shall attach copies of the pertinent portion
of any written communication from a Tax Authority and contain factual
information (to the extent known) describing any asserted Tax liability in
reasonable detail and shall be accompanied by copies of any notice and other
documents received from any Tax Authority in respect of any such
matters.

       

       

       

       

      
        
          
          

        

        
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      SECTION
10.02. Control of Tax
Contests.  (a)  Brink’s
Returns.  In the case of any Tax Contest with respect to any
(i) Brink’s Federal Consolidated Income Tax Return, (ii) Brink’s State
Combined Income Tax Return, (iii) any other Joint Return or (iv) any Brink’s
Separate Return, Brink’s shall have exclusive control over the Tax Contest,
including exclusive authority with respect to any settlement of Tax liability
arising from such Tax Contest.  Brink’s shall keep BHS informed in a
timely manner regarding such Tax Contests to the extent relating to the BHS
Business, the BHS Group or the assets transferred to BHS pursuant to the
Transactions insofar as such Tax Contests would reasonably be expected to affect
the BHS Group.

       

      (b) BHS Separate
Returns.  In the case of any Tax Contest with respect to a BHS
Separate Return, BHS shall have exclusive control over the Tax Contest,
including exclusive authority with respect to any settlement of Tax liability
arising from such Tax Contest.

       

      (c) Distribution-Related
Proceedings.  In the event of any Distribution-Related
Proceeding as a result of which BHS could reasonably be expected to become
liable for any Tax-Related Losses that Brink’s is entitled to control under this
Article 10, (A) Brink’s shall consult with BHS reasonably in advance of taking
any significant action in connection with such Distribution-Related Proceeding,
(B) Brink’s shall consult with BHS and offer BHS a reasonable opportunity to
comment before submitting any written materials prepared or furnished in
connection with such Distribution-Related Proceeding, (C) Brink’s shall defend
such Distribution-Related Proceeding diligently and in good faith and (D)
Brink’s shall provide BHS copies of any written materials relating to such
Distribution-Related Proceeding received from the relevant Tax
Authority.

       

       

      ARTICLE
XI

       

      SECTION
11.01. Effective Date; Termination
of Prior Intercompany Tax Allocation Agreements.  This
Agreement shall be effective as of the date hereof.  As of the date
hereof, all prior intercompany Tax allocation agreements or arrangements
relating to one or more members of the Brink’s Group, on the one hand, and one
or more members of the BHS Group, on the other hand, shall be terminated, and no
member of any Group shall have any right or obligation in respect of any member
of the other Group thereunder.

       

       

       

       

      
        
          
          

        

        
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      ARTICLE
XII

       

      Survival of
Obligations

       

      SECTION
12.01. Survival of
Obligations.  The representations, warranties, covenants and
agreements set forth in this Agreement shall be unconditional and absolute and
shall remain in effect without limitation as to time.

       

       

      ARTICLE
XIII

       

      Treatment of Payments; Tax
Gross Up

       

      SECTION
13.01. Treatment of Tax Indemnity
and Tax Benefit Payments.  In the absence of any change in Tax
treatment under the Code or other applicable Tax Law:

       

      (a) any
indemnity payments made by a Company under Article V of this Agreement and
of the Separation and Distribution Agreement shall be reported for Tax purposes
by the payor and the recipient as distributions or capital contributions, as
appropriate, occurring immediately before the Distribution (but only to the
extent the payment does not relate to a Tax allocated to the payor in accordance
with Section 1552 of the Code or the regulations thereunder or Treasury
Regulation Section 1.1502-33(d) (or under corresponding principles of other
applicable Tax Laws)) or as payments of an assumed or retained liability,
and

       

      (b) any Tax
Benefit payments made by a Company under Article VI, shall be reported for
Tax purposes by the payor and the recipient as distributions or capital
contributions, as appropriate, occurring immediately before the Distribution
(but only to the extent the payment does not relate to a Tax allocated to the
payor in accordance with Section 1552 of the Code or the regulations thereunder
or Treasury Regulation Section 1.1502-33(d) (or under corresponding principles
of other applicable Tax Laws)) or as payments of an assumed or retained
liability.

       

      SECTION
13.02. Tax Gross
Up.  If, notwithstanding the manner in which indemnity payments
and Tax Benefit payments were reported, there is an adjustment to the Tax
liability of a Company as a result of its receipt of a payment pursuant to this
Agreement, such payment shall be appropriately adjusted so that the amount of
such payment, reduced by the amount of all income Taxes payable with respect to
the receipt thereof (but taking into account all correlative Tax Benefits
resulting from the payment of such income Taxes), shall equal the amount of the
payment that the Company receiving such payment would otherwise be entitled to
receive pursuant to this Agreement.

       

      SECTION
13.03. Interest Under This
Agreement.  Anything herein to the contrary notwithstanding, to
the extent one Company (“Indemnitor”) makes a
payment of interest to another Company (“Indemnitee”) under
this Agreement with respect to the period from the date that the Indemnitee made
a payment of Tax to a Tax Authority to the date that the Indemnitor reimbursed
the Indemnitee for such Tax payment, the interest payment shall be treated as
interest expense to the Indemnitor (deductible to the extent provided by law)
and as interest income by the Indemnitee (includible in income to the extent
provided by law).  The amount of the payment shall not be adjusted
under Section 13.02 to take into account any associated Tax Benefit to the
Indemnitor or Tax Detriment to the Indemnitee.

       

       

       

      
        
          
          

        

        
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      ARTICLE
XIV

       

      Disagreements

       

      SECTION
14.01. Disagreements.  The
Companies mutually desire that collaboration will continue between
them.  Accordingly, they will try, and they will cause their
respective Group members to try, to resolve in an amicable manner all
disagreements and misunderstandings connected with their respective rights and
obligations under this Agreement, including any amendments hereto.  In
furtherance thereof, in the event of any dispute or disagreement (other than a
High-Level Dispute) (a “Tax Arbitrator
Dispute”) between the Companies as to the interpretation of any provision
of this Agreement or the performance of obligations hereunder, the Tax
departments of the Companies shall negotiate in good faith to resolve the Tax
Arbitrator Dispute.  If such good faith negotiations do not resolve
the Tax Arbitrator Dispute, then the matter, upon written request of either
Company, will be referred to a tax lawyer or accountant acceptable to each of
the Companies (the “Tax
Arbitrator”).  The Tax Arbitrator may, in its discretion,
obtain the services of any third-party appraiser, accounting firm or consultant
that the Tax Arbitrator deems necessary to assist it in resolving such
disagreement.  The Tax Arbitrator shall furnish written notice to the
Companies of its resolution of any such Tax Arbitrator Dispute as soon as
practical, but in any event no later than 45 days after its acceptance of the
matter for resolution.  Any such resolution by the Tax Arbitrator will
be conclusive and binding on the Companies.  Following receipt of the
Tax Arbitrator’s written notice to the Companies of its resolution of the Tax
Arbitrator Dispute, the Companies shall each take or cause to be taken any
action necessary to implement such resolution of the Tax
Arbitrator.  In accordance with Article XVI, each Company shall
pay its own fees and expenses (including the fees and expenses of its
representatives) incurred in connection with the referral of the matter to the
Tax Arbitrator.  All fees and expenses of the Tax Arbitrator in
connection with such referral shall be shared equally by the
Companies.  Any High-Level Dispute shall be resolved pursuant to the
procedures set forth in Article VIII of the Separation and Distribution
Agreement.  Nothing in this Article XIV will prevent either
Company from seeking injunctive relief if any delay resulting from the efforts
to resolve the Tax Arbitrator Dispute through the Tax Arbitrator (or any delay
resulting from the efforts to resolve any High-Level Dispute through the
procedures set forth in Article VIII of the Separation and Distribution
Agreement) could result in serious and irreparable injury to either
Company.

       

       

      ARTICLE
XV

       

      Late
Payments

       

      SECTION
15.01. Late
Payments.  Any amount owed by one party to another party under
this Agreement that is not paid when due shall bear interest at the Prime Rate
plus 2%, compounded semiannually, from the due date of the payment to the
date paid.  To the extent interest required to be paid under this
Article XV duplicates interest required to be paid under any other
provision of this Agreement, interest shall be computed at the higher of the
interest rate provided under this Article XV or the interest rate provided
under such other provision.

       

       

       

      
        
          
          

        

        
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      ARTICLE
XVI

       

      Expenses

       

      SECTION
16.01. Expenses.  Except
as otherwise provided in this Agreement, each party and its Affiliates shall
bear their own expenses incurred in connection with preparation of Tax Returns,
Tax Contests, and other matters related to Taxes under the provisions of this
Agreement.

       

       

      ARTICLE
XVII

       

      General
Provisions

       

      SECTION
17.01. Addresses and
Notices.  All notices or other communications under this
Agreement shall be in writing and shall be deemed to be duly given when (a)
delivered in person or (b) deposited in the United States mail or private
express mail, postage prepaid, addressed as follows:

       

      If to
Brink’s, to:

      The
Brink’s Company

      P.O. Box
18100

      1801
Bayberry Court

      Richmond,
Virginia 23226

      Attn:
Secretary

      Facsimile:  (804)
289-9765

       

      If to
BHS, to:

      Brink’s
Home Security Holdings, Inc.

      8880
Esters Boulevard

      Irving,
Texas 75063

      Attn:
Secretary

      Facsimile:  (972) 871-3366

       

      Either
party may, by notice to the other party, change the address to which such
notices are to be given.

       

      SECTION
17.02. Binding
Effect.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their successors and assigns.

       

      SECTION
17.03. Waiver.  Waiver
by any party hereto of any default by any other party hereto of any provision of
this Agreement shall not be deemed a waiver by the waiving party of any
subsequent or other default.

       

       

       

       

      
        
          
          

        

        
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      SECTION
17.04. Severability.  If
any provision of this Agreement or the application thereof to any Person or
circumstance is determined by a court of competent jurisdiction to be invalid,
void or unenforceable, the remaining provisions hereof, or the application of
such provision to Persons or circumstances or in jurisdictions other than those
as to which it has been held invalid or unenforceable, shall remain in full
force and effect and shall in no way be affected, impaired or invalidated
thereby, so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to either
party.  Upon any such determination, the parties shall negotiate in
good faith in an effort to agree upon a suitable and equitable provision to
effect the original intent of the parties.

       

      SECTION
17.05. Authority.  Each
of the parties represents to the other that (a) it has the corporate or other
requisite power and authority to execute, deliver and perform this Agreement,
(b) the execution, delivery and performance of this Agreement have been duly
authorized by all necessary corporate or other action, (c) it has duly and
validly executed and delivered this Agreement, and (d) this Agreement is a
legal, valid and binding obligation, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors’ rights generally and
general equity principles.

       

      SECTION
17.06. Further
Action.  The parties shall execute and deliver all documents,
provide all information, and take or refrain from taking action as may be
necessary or appropriate to achieve the purposes of this Agreement, including
the execution and delivery to the other parties and their Affiliates and
representatives of such powers of attorney or other authorizing documentation as
is reasonably necessary or appropriate in connection with Tax Contests (or
portions thereof) under the control of such other parties in accordance with
Article X.

       

      SECTION
17.07. Integration.  This
Agreement, together with each of the exhibits and schedules appended hereto,
constitutes the final agreement between the parties, and is the complete and
exclusive statement of the parties’ agreement on the matters contained
herein.  All prior and contemporaneous negotiations and agreements
between the parties with respect to the matters contained herein are superseded
by this Agreement, as applicable.  In the event of any inconsistency
between this Agreement and the Separation and Distribution Agreement, or any
other agreements relating to the transactions contemplated by the Separation and
Distribution Agreement, with respect to matters addressed herein, the provisions
of this Agreement shall control.

       

      SECTION
17.08. Construction.  The
language in all parts of this Agreement shall in all cases be construed
according to its fair meaning and shall not be strictly construed for or against
any party.  The captions, titles and headings included in this
Agreement are for convenience only, and do not affect this Agreement’s
construction or interpretation.  Unless otherwise indicated, all
“Section” and “Article” references in this Agreement are to sections and
articles of this Agreement.

       

      SECTION
17.09. No Double
Recovery.  No provision of this Agreement shall be construed to
provide an indemnity or other recovery for any costs, damages, or other amounts
for which the damaged party has been fully compensated under any other provision
of this Agreement or under any other agreement or action at law or
equity.  Unless expressly required in this Agreement, a party shall
not be required to exhaust all remedies available under other agreements or at
law or equity before recovering under the remedies provided in this
Agreement.

       

       

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

       

      SECTION
17.10. Counterparts.  The
parties may execute this Agreement in multiple counterparts, each of which
constitutes an original as against the party that signed it, and all of which
together constitute one agreement.  This Agreement is effective upon
delivery of one executed counterpart from each party to the other
party.  The signatures of both parties need not appear on the same
counterpart.  The delivery of signed counterparts by facsimile or
email transmission that includes a copy of the sending party’s signature is as
effective as signing and delivering the counterpart in person.

       

      SECTION
17.11. Governing
Law.  This Agreement shall be governed by and construed and
interpreted in accordance with the law of the State of New York irrespective of
the choice of law principles of the State of New York, as to all matters,
including matters of validity, construction, effect, enforceability, performance
and remedies.

       

      SECTION
17.12. Jurisdiction.  Any
action or proceeding arising out of or relating to this Agreement shall be
brought in the courts of the State of Virginia or in the United States District
Court for the Eastern District of Virginia (if any party to such action or
proceeding has or can acquire jurisdiction), and each of the parties hereto
irrevocably submits to the exclusive jurisdiction of each such court in any such
action or proceeding, waives any objection it may now or hereafter have to venue
or to convenience of forum, agrees that all claims in respect of the action or
proceeding shall be heard and determined only in any such court and agrees not
to bring any action or proceeding arising out of or relating to this Agreement
in any other court.

       

      SECTION
17.13. Amendment.  No
provisions of this Agreement shall be deemed waived, amended, supplemented or
modified by any party hereto, unless such waiver, amendment, supplement or
modification is in writing and signed by the authorized representative of the
party against whom it is sought to enforce such waiver, amendment, supplement or
modification.

       

      SECTION
17.14. BHS
Subsidiaries.  If, at any time, BHS or Brink’s, respectively,
acquires or creates one or more subsidiaries that are includable in the BHS
Group or the Brink’s Group, respectively, they shall be subject to this
Agreement and all references to the BHS Group or Brink’s Group, respectively,
herein shall thereafter include a reference to such subsidiaries.

       

      SECTION
17.15. Successors.  This
Agreement shall be binding on and inure to the benefit of any successor by
merger, acquisition of assets, or otherwise, to any of the parties hereto
(including but not limited to any successor of Brink’s or BHS succeeding to the
Tax Attributes of either under Section 381 of the Code), to the same extent as
if such successor had been an original party to this Agreement.

       

       

       

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

       

      SECTION
17.16. Injunctions.  The
parties acknowledge that irreparable damage would occur in the event that any of
the provisions of this Agreement were not performed in accordance with its
specific terms or were otherwise breached.  The parties hereto shall
be entitled to an injunction or injunctions to prevent breaches of the
provisions of this Agreement and to enforce specifically the terms and
provisions hereof in any court having jurisdiction, such remedy being in
addition to any other remedy to which they may be entitled at law or in
equity.

       

       

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

       

      IN
WITNESS WHEREOF, the parties have caused this Tax Matters Agreement to be
executed by their duly authorized representatives as of the date set forth
above.

       

      


       

      
         

        
          	
                  THE
      BRINK’S COMPANY,

                   

                   

                
	by 
      	/s/
      Michael Dan
	 
      	
                  Name:   Michael
      T. Dan

                
	 
      	
                  Title:    
      President and Chief Executive
Officer

                


        

        


        


        
          	
                  BRINK’S
      HOME SECURITY HOLDINGS, INC.,

                   

                
	by 
      	/s/
      Robert
      B. Allen
	 
      	
                  Name:   Robert B. Allen

                
	 
      	
                  Title:    
      President and Chief Executive
  Officer