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                                                                   EXHIBIT 10.32

                            FOURTH AMENDMENT TO THE
             1995 PINKERTON PERFORMANCE AND EQUITY INCENTIVE PLAN

     The 1995 Pinkerton Performance and Equity Incentive Plan is hereby
amended as follows:

1.   Replace in its entirety subsection (r) of Section 2 - "Definitions" with
     the following sentence:

          "Non-Employee Director" means for the purposes of Section 3(a) a "Non-
          Employee Director" as defined in Rule 16b-3 and otherwise means any
          Director who is not an employee of the Company or any Subsidiary.

2.   Delete in its entirety subsection (kk) of Section 2 - "Definitions."

3.   Replace in its entirety the first sentence of Section 3(a) - 
     "Administration - The Committee" with the following sentence:

          The Plan shall be administered by the Committee to be appointed from
          time to time by the Board and comprised solely of not less than two of
          the then members of the Board each of whom is a "Non-Employee
          Director" as defined in Rule 16b-3.

4.   Replace in its entirety the third sentence of Section 4(a) - "Shares of
     Common Stock subject to Plan - Maximum Number of Shares of Common Stock"
     with the following sentence:

          The number of Stock Appreciation Rights payable in cash, the number of
          Restricted Unit Grants payable in cash, the Performance Equity Grants
          payable in cash and other similar Awards payable in cash shall be
          counted when computing the total number of shares of Common Stock
          available for Awards under the Plan to the extent that they are paid
          out in cash.

5.   Replace in its entirety the fourth sentence of Section 7(b)(i) - "Non-
     Employee Directors - Elective Grant of Common Stock to Non-Employee
     Directors - Election" with the following sentence:

          Any election made by a Non-Employee Director pursuant to this Section
          7(b) shall be irrevocable, except as to fees payable for services
          rendered at least six months after such election to revoke or change
          is made in writing; provided that no more than one election to revoke
          or change may be made within any six month period.
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6.   To replace in its entirety the second sentence of Section 17 - "Amendment
     and Termination" with the following sentence:

          Notwithstanding the previous sentence, (i) the Plan may be amended to
          comport with changes in the Code, the Employee Retirement Income
          Security Act or the rules thereunder and (ii) no amendment to the Plan
          shall be made without the approval of the stockholders of the Company
          which would change the material terms of performance goals that were
          previously approved by the Company's stockholders within the meaning
          of Proposed Treasury Regulation Section 1.162-27(e)(4)(vi) or a
          successor provision, unless the Board determines that such approval is
          not necessary to avoid loss of a deduction under section 162(m) of the
          Code, such approval will not avoid such a loss of deduction or such
          approval is not advisable.

          In Witness Whereof, the undersigned authorized officer of Pinkerton's,
Inc. certifies that the foregoing amendment has been duly approved and adopted
by the Board of Directors on February 26, 1998.

                                       PINKERTON'S, INC.
 
                                       By:  /s/ C. Michael Carter
                                            ------------------------------
                                            C. Michael Carter
                                            Executive Vice President,
                                            General Counsel and
                                            Corporate Secretary