exhibit_10-2.htm


    
 

    
 

    EXHIBIT
10.2

    


    


    The
Brink's Company

    Richmond,
Virginia

    


    


    


    


    


    


    


    


    Key
Employees' Deferred

    Compensation
Program

    as
Amended and Restated as of July 11, 2008

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

     

                                                                                                                                      Page

                                                                                                       


      
        	
                PREAMBLE                                                                                                                                         

              	
                1

              
	
                ARTICLE
      I  Definitions                                                                                                                                         

              	
                3

              
	
                ARTICLE
      II  Administration                                                                                                                                         

              	
                9

              
	
                ARTICLE
      III  Deferral of Cash Incentive
      Payments                                                                                                                                         

              	
                9

              
	
                SECTION
      1.Definitions                                                                                                                                   

              	
                9

              
	
                SECTION
      2.Eligibility                                                                                                                                   

              	
                10

              
	
                SECTION
      3.Deferral of Cash Incentive
      Payments                                                                                                                                   

              	
                10

              
	
                SECTION
      4.Matching Incentive
      Contributions                                                                                                                                   

              	
                11

              
	
                SECTION
      5.Irrevocability of
      Election                                                                                                                                   

              	
                11

              
	
                SECTION
      6.Conversion of New Deferrals and Matching Incentive Contributions to
      Brink's Units

              	
                 

                11

              
	
                SECTION
      7.Conversion of Existing Incentive Accounts to Brink's
    Units

              	
                12

              
	
                SECTION
      8.  Adjustments                                                                                                                                   

              	
                13

              
	
                SECTION
      9.  Dividends and
      Distributions                                                                                                                                   

              	
                13

              
	
                SECTION
      10.  Allocation of Units as of July 1,
      1994                                                                                                                                   

              	
                13

              
	
                SECTION
      11.Minimum
      Distribution                                                                                                                                   

              	
                13

              
	
                SECTION
      12.  Adjustment to Units in Connection with
      Distribution

              	
                14

              
	
                ARTICLE
      IV  Deferral of
      Salary                                                                                                                                         

              	
                14

              
	
                SECTION
      1.    Definitions                                                                                                                                   

              	
                14

              
	
                SECTION
      2.    Eligibility                                                                                                                                   

              	
                15

              
	
                SECTION
      3.Deferral of
      Salary                                                                                                                                   

              	
                15

              
	
                SECTION
      4.Matching Salary
      Contributions                                                                                                                                   

              	
                16

              
	
                SECTION
      5.  Irrevocability of
      Election                                                                                                                                   

              	
                16

              
	
                SECTION
      6.  Conversion of New Deferrals and Matching Salary
      Contributions to Brink’s Units

              	
                 

                17

              
	
                SECTION
      7.  Conversion of Existing Incentive Accounts to Brink’s
      Units

              	
                19

              
	
                SECTION
      8.  Adjustments                                                                                                                                   

              	
                20

              
	
                SECTION
      9.  Dividends and
      Distributions                                                                                                                                   

              	
                20

              
	
                SECTION
      10.  Minimum
      Distribution                                                                                                                                   

              	
                20

              
	
                SECTION
      11.  Adjustments to Units in Connection with
      Distribution

              	
                21

              
	
                ARTICLE
      V  Suplemental Savings
      Plan                                                                                                                                         

              	
                21

              
	
                SECTION
      1.  Definitions                                                                                                                                   

              	
                21

              
	
                SECTION
      2.  Eligibility                                                                                                                                   

              	
                22

              
	
                SECTION
      3.  Deferral of
      Compensation                                                                                                                                   

              	
                23

              
	
                SECTION
      4.  Matching
      Contributions                                                                                                                                   

              	
                24

              
	
                SECTION
      5.  Irrevocability of
      Election                                                                                                                                   

              	
                25

              
	
                SECTION
      6.  Conversion of New Deferrals and Matching Contributions to
      Brink’s Units

              	
                25

              
	
                SECTION
      7.  Conversion of Existing Incentive Accounts to Brink’s
      Units

              	
                29

              
	
                SECTION
      8.  Adjustments                                                                                                                                   

              	
                29

              
	
                SECTION
      9.  Dividends and
      Distributions                                                                                                                                   

              	
                29

              
	
                SECTION
      10.  Adjustment to Units in Connection with
      Distribution

              	
                30

              
	
                ARTICLE
      VI  Deferral of Performance
      Awards                                                                                                                                         

              	
                30

              
	
                SECTION
      1.  Definitions                                                                                                                                     

              	
                30

              
	
                SECTION
      2.  Eligibility                                                                                                                                     

              	
                31

              
	
                SECTION
      3.  Deferral of Cash Performance
      Payments                                                                                                                                     

              	
                31

              
	
                SECTION
      4.  Irrevocability of
      Election                                                                                                                                     

              	
                31

              	 
      
	
                SECTION
      5.  Conversion to
      Units                                                                                                                                     

              	
                32

              	 
      
	
                SECTION
      6.  Adjustments                                                                                                                                     

              	
                32

              	 
      
	
                SECTION
      7.  Dividends and
      Distributions                                                                                                                                     

              	
                32

              	 
      
	
                SECTION
      8.  Minimum
      Distribution                                                                                                                                     

              	
                33

              	 
      
	
                SECTION
      9.  Effective
      Date                                                                                                                                     

              	
                33

              	 
      
	
                SECTION
      10.  Adjustment to Units in Connection with
      Distribution

              	
                33

              	 
      
	
                ARTICLE
      VII  Distributions                                                                                                                                         

              	
                34

              	 
      
	
                SECTION
      1.  Certain Payments on Termination of
      Employment                                                                                                                                 

              	
                34

              	 
      
	
                SECTION
      2.  Payments Attributable to Matching Incentive Contributions
      and Matching Salary Contributions on Termination of
    Employment

              	
                 

                35

              	 
      
	
                SECTION
      3.  One Time Distribution Under Code Section 409A Transition
      Relief

              	
                36

              	 
      
	
                ARTICLE
      VIII  Designation of
      Beneficiary                                                                                                                                         

              	
                36

              	 
      
	
                ARTICLE
      IX  Miscellaneous                                                                                                                                         

              	
                37

              	 
      
	
                SECTION
      1.  Nontransferability of
      Benefits                                                                                                                                 

              	
                37

              	 
      
	
                SECTION
      2.  Notices                                                                                                                                 

              	
                38

              	 
      
	
                SECTION
      3.  Limitation on Rights of
      Employee                                                                                                                                 

              	
                38

              	 
      
	
                SECTION
      4.  No Contract of
      Employment                                                                                                                                 

              	
                38

              	 
      
	
                SECTION
      5.  Withholding                                                                                                                                 

              	
                39

              	 
      
	
                SECTION
      6.  Term, Amendment and
      Termination                                                                                                                                 

              	
                39

              	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      




    


    Key Employees' Deferred
Compensation Program of

    The Brink's
Company

    As Amended and
Restated

    As of July 11,
2008

    


    


    PREAMBLE

     

    The Key Employees' Deferred
Compensation Program of The Brink's Company (the "Program"), as amended and
restated as of the Distribution Date, is a continuation and improvement of the
Program as in effect immediately prior to such date.  Effective
January 14, 2000, the Program was amended and restated to reflect the exchange
of .4848 of a share of Pittston Brink's Group Common Stock for each outstanding
share of Pittston BAX Group Common Stock and .0817 of a share of Pittston
Brink's Group Common stock for each outstanding share of Pittston Minerals Group
Common Stock.  In addition, effective as of January 14, 2000,
participants may defer amounts payable under The Brink's Company Management
Performance Improvement Plan.

    The Program continues to provide an
opportunity to certain employees to defer receipt of (a) all or part of
their cash incentive payments awarded under the Key Employees Incentive Plan of
The Brink's Company; (b) up to 50% of their base salary; and (c) any
or all amounts that are prevented from being deferred as a matched contribution
(and the related matching contribution) under The Brink's Company 401(k) Plan as
a result of limitations imposed by Sections 401(a)(17), 401(k)(3), 402(g)
and 415 of the Internal Revenue Code of 1986, as amended (the
"Code").

    In order to align the interests of
participants more closely to the long-term interests of The Brink's Company (the
"Company") and its shareholders, effective June 1, 1995, the Program
was


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    amended
to provide matching contributions with respect to certain cash incentive awards
and salary deferrals and to provide that an amount equivalent to matching
contributions that are not eligible to be made under the Savings Plan as a
result of limitations imposed by Code Section 401(m)(2) shall be allocated
under this Program.

    The Program was again amended and
restated effective as of January 19, 1996, to reflect the redesignation of the
Pittston Services Group Common Stock as Brink's Group Common Stock and the
creation of a new class of common stock designated as Pittston BAX Group Common
Stock.

    Effective January 1, 2005, the Program
was amended to comply with the provisions of Code Section 409A and the Proposed
Treasury Regulations issued thereunder.  Effective November 16, 2007,
the Program was further amended to clarify certain provisions in compliance with
Code Section 409A and the Final Treasury Regulations issued
thereunder.  Each provision and term of the amendment should be
interpreted accordingly, but if any provision or term of such amendment would be
prohibited by or be inconsistent with Code Section 409A, then such provision or
term shall be deemed to be reformed to comply with Code Section 409A without
affecting the remainder of such amendment.

    Effective January 1, 2007, the Program
was amended to change the crediting date for Salary, Supplemental Savings, and
Key Employee Incentive Program (KEIP) deferrals and related matching
contributions, as well as for Management Performance Incentive Plan (MPIP)
deferrals under the Program.  The Program was also amended to remove
provisions relating to minimum distributions attributable to deferrals elected
for services rendered on or after January 1, 2007.


    
      
         


      

      
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    Effective on the Distribution Date, the
Program was amended to make certain changes in connection with the separation of
Brink's Home Security Holdings, Inc. ("BHS") from the Company pursuant to the
consummation of the distribution, on a pro rata basis, by the
Company to the record holders of the Company of all of the outstanding shares of
BHS common stock owned by the Company on the date of the distribution (the
"Distribution").

    The Program is an unfunded plan
maintained primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees, within the meaning
of Section 201(2) of the Employee Retirement Income Security Act of 1974,
as amended.

    ARTICLE
I

    Definitions

    Wherever used in the Program, the
following terms shall have the meanings indicated:

    BAX Exchange
Ratio:  The ratio whereby .4848 of a share of Brink's Stock
will be exchanged for each outstanding share of BAX Stock on the Exchange
Date.

    BAX
Stock:  Pittston BAX Group Common Stock, par value $1.00 per
share.

    BAX
Unit:  The equivalent of one share of BAX Stock credited to an
Employee's Incentive Account.

    BHS
Program:  The Brink's Home Security Holdings, Inc. Key
Employees' Deferred Compensation Program.

    BHS
Stock:  Brink's Home Security Holdings, Inc. common stock, no
par value.

    Board:  The
Board of Directors of the Company.

    Brink's Adjustment
Ratio:  A fraction, the numerator of which is the per share
closing sales price of Brink's Stock on the New York Stock Exchange Composite
Transactions Tape

     

     

    
      
        
        

      

      
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    trading
"with due bills" on the Distribution Date and the denominator of which is the
per share closing sales price of Brink's Stock on the New York Stock Exchange
Composite Transactions Tape trading "ex-dividend" on the Distribution Date or,
if there is no "ex-dividend" market for Brink's Stock on such date, the
difference between (a) the per share closing sales price of Brink's Stock on the
New York Stock Exchange Composite Transactions Tape trading "with due bills" on
the Distribution Date and (b) the product of (i) the per share closing sales
price of BHS Stock on the New York Stock Exchange Composite Transaction Tape
trading on a "when issued" basis on the Distribution Date and (ii) the number of
shares of BHS Stock distributed with respect to each share of Brink’s Stock in
the Distribution.

    Brink's
Stock:  The Brink's Group Common Stock, par value $1.00 per
share.

    Brink's
Unit:  The equivalent of one share of Brink's Stock credited to
an Employee's Incentive Account.

    Change in
Control:  A Change in Control shall mean the occurrence
of:

    (a) (i) any consolidation or merger of
the Company in which the Company is not the continuing or surviving corporation
or pursuant to which the shares of Brink's Stock would be converted into cash,
securities or other property other than a consolidation or merger in which
holders of the total voting power in the election of directors of the Company of
Brink's Stock outstanding (exclusive of shares held by the Company's affiliates)
(the "Total Voting Power") immediately prior to the consolidation or merger will
have the same proportionate ownership of the total voting power in the election
of directors of the surviving corporation immediately after the consolidation or
merger, or (ii) any sale, lease, exchange or other transfer (in one transaction
or a series of transactions) of all or substantially all the assets of the
Company; provided, however, that with respect to any
Brink's Units credited to an Employee's Incentive Account as of

     

     

    
      
        
        

      

      
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    November
16, 2007 that are attributable to Matching Incentive Contributions, Matching
Salary Contributions or dividends related thereto, a "Change in Control" shall
be deemed to occur upon the approval of the shareholders of the Company (or if
such approval is not required, the approval of the Board) of any of the transactions
set forth in clauses (i) or (ii) of this sub-paragraph (a);

    (b) any "person" (as defined in Section
13(d) of the Securities Exchange Act of 1934, as amended (the "Act")) other than
the Company, its affiliates or an employee benefit plan or trust maintained by
the Company or its affiliates, shall become the "beneficial owner" (as defined
in Rule 13d-3 under the Act), directly or indirectly, of more than 20% of
the Total Voting Power; or

    (c) at any time during a period of two
consecutive years, individuals who at the beginning of such period constituted
the Board shall cease for any reason to constitute at least a majority thereof,
unless the election by the Company's shareholders of each new director during
such two-year period was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning of such
two-year period.

    Code:  The
Internal Revenue Code of 1986, as amended from time to time.

    Committee:  The
Compensation and Benefits Committee of the Board, which shall consist of members
of the Board of Directors who qualify as "nonemployee directors" as described in
Rule 16b-3(b)(3)(i) promulgated under the Securities Exchange Act of 1934,
as amended.

    Company:  The
Brink's Company.

    Disability:  Unless
otherwise required by Code Section 409A and the regulations or guidance
thereunder, an Employee shall be deemed to be disabled if the Employee meets at
least one of the following requirements: (a) the Employee is unable to engage in
any substantial

     

     

    
      
        
        

      

      
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    gainful
activity by reason of any medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or (b) the Employee is, by reason
of any medically determinable physical or mental impairment that can be expected
to result in death or can be expected to last for a continuous period of not
less than 12 months, receiving income replacement benefits for a period of not
less than three months under an accident and health plan covering employees of
the Company.

    Distribution
Date:  The date of the Distribution.

    Ex-Dividend
Date:  The date immediately following the Distribution
Date.

    Employee:  Any
resident of the United States of America who is in the employ of the Company or
a Subsidiary whose principal place of business is located in the United States
of America or any other individual designated by the Committee.

    Exchange:  The
exchange of Brink's Stock for outstanding shares of BAX Stock and Minerals Stock
as of the Exchange Date.

    Exchange
Date:  January 14, 2000, the date as of which the Exchange
occurred.

    Foreign
Subsidiary:  Any corporation that is not incorporated in the
United States of America more than 80% of the outstanding voting stock of which
is owned by the Company, by the Company and one or more Subsidiaries and/or
Foreign Subsidiaries or by one or more Subsidiaries and/or Foreign
Subsidiaries.

    Incentive
Account:  The account maintained by the Company for an Employee
to document the amounts deferred under the Program by such Employee and any
other amounts credited hereunder and the Units into which such amounts shall be
converted.  Effective January 1, 2005, the Company shall maintain
a Pre-2005 Incentive Account and a Post-2004 Incentive Account for each Employee
participating in the Program.  An Employee's Pre-2005

     

     

    
      
        
        

      

      
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    Incentive
Account shall document the amounts deferred under the Program by the Employee
and any other amounts credited hereunder which are earned and vested prior to
January 1, 2005.  An Employee's Post-2004 Incentive Account shall
document the amounts deferred under the Program by the Employee and any other
amounts credited hereunder on and after January 1, 2005, plus any amounts
deferred or credited prior to January 1, 2005, which are not earned or vested as
of December 31, 2004.  Effective November 16, 2007, the Company shall
maintain a single Incentive Account for each Employee participating in the
Program and shall cease to maintain a separate Pre-2005 Incentive Account and
Post-2004 Incentive Account for each Employee participating in the
Program.

    Minerals Exchange
Ratio:  The ratio whereby .0817 of a share of Brink's Stock
will be exchanged for each outstanding share of Minerals Stock on the Exchange
Date.

    Minerals
Stock:  Pittston Minerals Group Common Stock, par value $1.00
per share.

    Minerals
Unit:  The equivalent of one share of Minerals Stock credited
to an Employee's Incentive Account.

    Program:  This
Key Employees' Deferred Compensation Program of The Brink's Company, as in
effect from time to time.

    Redesignation:  The
redesignation of Services Stock as Brink's Stock and the creation and
distribution of BAX Stock as of January 19, 1996.

    Salary:  The
base salary paid to an Employee by the Company, a Subsidiary or a Foreign
Subsidiary for personal services determined prior to reduction for any
contribution made on a salary reduction basis; provided, however, that Salary
includes any salary paid to a Transferred Employee by the Company or BHS or any
of its subsidiaries for services rendered on or prior to


    
      
         


      

      
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    the
Distribution Date but does not include any salary paid to a Transferred Employee
by BHS or any of its subsidiaries for services rendered following the
Distribution Date.

    Shares:  On
and after January 19, 1996, and prior to the Exchange Date, Brink's Stock,
BAX Stock or Minerals Stock, as the case may be and on and after the Exchange
Date, Brink's Stock.

    Services
Stock:  Pittston Services Group Common Stock, par value $1.00
per share.

    Subsidiary:  Any
corporation incorporated in the United States of America more than 80% of the
outstanding voting stock of which is owned by the Company, by the Company and
one or more Subsidiaries or by one or more Subsidiaries.

    Transferred
Employee:  A BHS Employee (as defined in the EMA Agreement) or
Former BHS Employee (as defined in the EMA Agreement).

    Unit:  On
and after January 19, 1996, and prior to the Exchange Date, a Brink's Unit,
BAX Unit or Minerals Unit, as the case may be and on and after the Exchange
Date, a Brink's Unit.

    Year:  (a) With
respect to the benefits provided pursuant to Articles III and VI, the
calendar year, and (b) with respect to the benefits provided pursuant to
Articles IV and V, the six-month period from July 1, 1994,
through December 31, 1994, and thereafter, the calendar year; provided, however that if a
newly-hired Employee becomes eligible to participate in the benefits provided
pursuant to Articles IV and/or V, on a day other than the first day of
the Year, the Year for purposes of Articles IV and V shall be the portion
of the calendar year during which the Employee is first eligible to participate
in the benefits provided thereunder.


    
      
         


      

      
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    ARTICLE
II

     

    Administration

     

    The Committee is authorized to construe
the provisions of the Program and to make all determinations in connection with
the administration of the Program including, but not limited to, the Employees
who are eligible to participate in the benefits provided under Articles III
or IV.  All such determinations made by the Committee shall be final,
conclusive and binding on all parties, including Employees participating in the
Program.  All authority of the Committee provided for in, or pursuant
to, this Program may also be exercised by the Board.  In the event of
any conflict or inconsistency between determinations, orders, resolutions or
other actions of the Committee and the Board taken in connection with this
Program, the actions of the Board shall control.

    ARTICLE
III

    Deferral of Cash Incentive
Payments

    SECTION
1.  Definitions.  Whenever
used in this Article III, the following terms shall have the meanings
indicated:

    Cash Incentive
Payment:  A cash incentive payment awarded to an Employee for
any Year under the Incentive Plan.  Notwithstanding anything contained
herein to the contrary, effective April 1, 2003, any compensation, bonuses, or
incentive payments approved by the Compensation Committee of The Brink's Company
payable pursuant to The Brink's Company Management Performance Improvement Plan,
and any special recognition bonus payable to any highly compensated employees,
shall be excluded for purposes of defining or determining the Cash Incentive
Payment for which a


    
      
         


      

      
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    Participant
may make an elective deferral, and for which employer contributions are made,
pursuant to the terms of this Plan.

    Incentive
Plan:  The Key Employees Incentive Plan of The Brink's Company,
as in effect from time to time or any successor thereto.

    Matching Incentive
Contributions:  Matching contributions allocated to an
Employee's Incentive Account pursuant to Section 4 of this
Article III.

    SECTION
2.  Eligibility.  The
Committee shall designate the key management, professional or technical
Employees who may defer all or part of their Cash Incentive Payments for any
Year pursuant to this Article III.

    An Employee designated to participate
in this portion of the Program pursuant to the preceding paragraph shall be
eligible to receive a Matching Incentive Contribution for a Year if (a) his
or her Salary (on an annualized basis) as of the preceding December 31 is
at least equal to $160,000 (as adjusted for Years after 1999 to reflect the
limitation in effect under Code Section 401(a)(17) for the Year in which
the Employee's election to participate is filed) or (b) he or she is so
designated by the Committee.  Notwithstanding the foregoing, a newly
hired Employee will be eligible to receive a Matching Incentive Contribution for
his or her initial Year of employment if his or her Salary (on an annualized
basis) in effect on his or her first day of employment with the Company or a
Subsidiary will exceed the threshold amount determined pursuant to Code
Section 401(a)(17) for his or her initial Year of employment.

    SECTION
3.  Deferral
of Cash Incentive Payments.  Each Employee whom the Committee
has selected to be eligible to defer a Cash Incentive Payment for any Year
pursuant to this Article III may make an election to defer all or part (in
multiples of 10%) of any Cash Incentive Payment which may be made to him or her
for such Year.  Such Employee's election

     

     

    
      
        
        

      

      
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    for any
Year shall be made prior to the beginning of the Year with respect to which the
Cash Incentive Payment is earned; provided, however, that with
respect to the 1995 Year, an Employee who is eligible to receive a Matching
Incentive Contribution pursuant to Section 2 of this Article III may
make such election at any time prior to June 1, 1995, for Cash Incentive
Payments paid for 1995 if he or she (a) has not previously made a deferral
election for 1995 or (b) wishes to increase the percentage of his or her
Cash Incentive Payment to be deferred.  An Incentive Account (which
may be the same Incentive Account established pursuant to Articles IV, V
and/or VI) shall be established for each Employee making such election and Units
in respect of such deferred payment shall be credited to such Incentive Account
as provided in Section 6 below.

    SECTION
4.  Matching
Incentive Contributions.  Effective for the 1995 Year, each
Employee who is eligible to receive Matching Incentive Contributions pursuant to
Section 2 of this Article III shall have a Matching Incentive
Contribution allocated to his or her Incentive Account.  Such Matching
Incentive Contribution shall be equal to the amount of his or her Cash Incentive
Payment that he or she has elected to defer but not in excess of 10% of his or
her Cash Incentive Payment.  The dollar amount of each Employee's
Matching Incentive Contributions shall be credited to his or her Incentive
Account and Units in respect of such amounts shall be credited to such Incentive
Account as provided in Section 6 below.

    SECTION
5.  Irrevocability of
Election.  An election to defer Cash Incentive Payments under
the Program for any Year shall be irrevocable on and after the first day of such
Year.

    SECTION
6.  Conversion of New Deferrals
and Matching Incentive Contributions to Brink's Units.  For
Years after 1999 and through 2006, the amount of an Employee's deferred Cash
Incentive Payment (and related Matching Incentive Contributions) for any Year
shall be converted to Brink's Units and shall be credited to such Employee's
Incentive Account as of the


    
      
         


      

      
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    January 1
next following the Year in respect of which the Cash Incentive Payment was
made.  The number (computed to the second decimal place) of Units so
credited shall be determined by dividing the aggregate amount of the deferred
Cash Incentive Payment and related Matching Incentive Contributions credited to
the Employee's Incentive Account for such Year by the average of the high and
low per share quoted sale prices of Brink's Stock as reported on the
New York Stock Exchange Composite Transaction Tape on each trading day
during the month of December of the Year immediately prior to the crediting of
Units.

    For Cash Incentive Payments paid in
Years after 2007, the amount of an Employee's deferred Cash Incentive Payment
(and related Matching Incentive Contributions) for any Year shall be converted
to Brink's Units and shall be credited to such Employee's Incentive Account as
of the first business day of the month in which the Cash Incentive Payment was
made.  The number (computed to the second decimal place) of Units so
credited shall be determined by dividing the aggregate amount of the deferred
Cash Incentive Payment and related Matching Incentive Contributions credited to
the Employee's Incentive Account for such Year by the average of the high and
low per share reported sale prices of Brink's Stock as reported on the New York
Stock Exchange Composite Transaction Tape on each trading day during the
calendar month immediately preceding the date the deferred Cash Incentive
Payment is credited.

    SECTION
7.  Conversion of Existing
Incentive Accounts to Brink's Units.  As of the Exchange Date,
all BAX Units and Minerals Units in an Employee's Incentive Account attributable
to Cash Incentive Payments (and related Matching Incentive Contributions) shall
be converted into Brink's Units by multiplying the number of BAX Units and
Minerals Units in the Employee's
Incentive Account by the BAX Exchange Ratio or the Minerals Exchange Ratio,
respectively.


    
      
         


      

      
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    SECTION
8.  Adjustments.  The
Committee shall determine such equitable adjustments in the Units credited to
each Incentive Account as may be appropriate to reflect any stock split, stock
dividend, recapitalization, merger, consolidation, reorganization, combination,
or exchange of shares, split-up, split-off, spin-off, liquidation or other
similar change in capitalization or any distribution to common shareholders
other than cash dividends.

    SECTION
9.  Dividends and
Distributions.  Whenever a cash dividend or any other
distribution is paid with respect to shares of Brink's Stock, the Incentive
Account of each Employee will be credited with an additional number of Brink's
Units, equal to the number of shares of Brink's Stock including fractional
shares (computed to the second decimal place), that could have been purchased
had such dividend or other distribution been paid to the Incentive Account on
the payment date for such dividend or distribution based on the number of shares
represented by Units in such Incentive Account as of such date and assuming the
amount of such dividend or value of such distribution had been used to acquire
additional Brink's Units.  Such additional Brink's Units shall be
deemed to be purchased at the average of the high and low per share quoted sale
prices of Brink's Stock, as reported on the New York Stock Exchange
Composite Transaction Tape on the payment date for the dividend or other
distribution.  The value of any distribution in property will be
determined by the Committee.

    SECTION
10.  Allocation of Units as of
July 1, 1994.  As of July 1, 1994, the number of
Units credited to an Employee's Incentive Account shall be equal to the number
of Units credited to his or her Incentive Account as of June 30, 1994,
under the Key Employees Deferred Payment Program of The Brink's
Company.

    SECTION
11.  Minimum
Distribution.  Distributions shall be made in accordance with
Article VII; provided, however, that the
aggregate value of the Brink's Stock and cash distributed

     

     

    
      
        
        

      

      
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    to an
Employee (and his or her beneficiaries) in respect of all Units standing to his
or her credit in his or her Incentive Account attributable to deferrals of Cash
Incentive Payments otherwise payable in respect to services rendered prior to
January 1, 2007 (including dividends relating to such Units but not Matching
Incentive Contributions) shall not be less than the aggregate amount of Cash
Incentive Payments and dividends (credited to his or her Incentive Account
pursuant to Section 9) in respect of which such Units were initially so
credited.  The value of the Brink's Stock, so distributed shall be
considered equal to the average of the high and low per share quoted sale prices
of Brink's Stock, as reported on the New York Stock Exchange Composite
Transaction Tape for the last trading day of the month preceding the month of
distribution.

    SECTION
12.  Adjustment to Units in
Connection with Distribution.  As of the Ex-Dividend Date, (a)
the number of Units credited to the Incentive Account of each Employee other
than a Transferred Employee (including any Units credited on such date other
than pursuant to this Section 12) shall be adjusted by multiplying the number of
Units in such Employee's Incentive Account by the Brink's Adjustment Ratio and
(b) all Units credited to the Incentive Account of each Transferred Employee
(including any Units credited on such date) shall cease to remain
outstanding.

    ARTICLE
IV

    Deferral of
Salary

    SECTION
1.  Definitions.  Wherever
used in this Article IV, the following term shall have the meaning
indicated:

    
      Matching Salary
Contributions:  Matching contributions allocated to an
Employee's Incentive Account pursuant to Section 4 of this
Article IV.

    

     


    
      
         


      

      
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    SECTION
2.  Eligibility.  An
Employee may participate in the benefits provided pursuant to this
Article IV for any Year if (a) his or her Salary (on an annualized
basis) as of the preceding December 31 is at least equal to $160,000 (as
adjusted for Years after 1999 to reflect the limitation in effect under Code
Section 401(a)(17) for the Year in which the Employee's election to
participate is filed) or (b) he or she is designated by the Committee as
eligible to participate.  Notwithstanding the foregoing, a newly hired
Employee will be eligible to defer a portion of his or her Salary during his or
her initial Year of employment if his or her Salary (on an annualized basis) in
effect on his or her first day of employment with the Company or a Subsidiary
will exceed the threshold amount determined pursuant to Code
Section 401(a)(17) for his or her initial Year of employment.

    Except as otherwise provided by the
Committee, an Employee who is eligible to defer a portion of his or her Salary
shall continue to be so eligible unless his or her Salary for any Year (on an
annualized basis) is less than $150,000, in which case he or she shall be
ineligible to participate in the benefits provided under this Article IV
until his or her Salary again exceeds the threshold amount determined pursuant
to Code Section 401(a)(17) for the Year prior to the Year of
participation.

    SECTION
3.  Deferral
of Salary.  Each Employee who is eligible to defer Salary for
any Year pursuant to this Article IV may elect to defer up to 50% (in multiples
of 5%) of his or her Salary for such Year; provided, however, that in the
case of a newly hired Employee who is eligible to participate for his or her
initial Year of employment, only up to 50% of Salary earned after he or she
files a deferral election with the Committee may be deferred.  Such
Employee's

    initial
election hereunder for any Year shall be made prior to the later of (1) the
first day of such Year or (2) the expiration of the 30 day period following (and
including) his or her initial date of 

     

     

    
      
        
        

      

      
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    employment;
provided, however, that with
respect to the 1995 Year, an eligible Employee may make such election at any
time prior to June 1, 1995, if he (a) has not previously made a
deferral election under this Article IV for 1995 or (b) wishes to
increase the percentage of his or her Salary to be deferred for
1995.  Such election under (a) or (b) shall apply only to Salary
earned after June 1, 1995.  An election to defer Salary shall
remain in effect for subsequent Years unless and until a new election is filed
with the Committee by the December 31 preceding the Year for which the new
election is to be effective.  An Incentive Account (which may be the
same Incentive Account established pursuant to Articles III, V
and/or VI) shall be established for each Employee making such election and
such Incentive Account shall be credited as of the last day of each month with
the dollar amount of deferred Salary for such month pursuant to such
election.  Units in respect of such amounts shall be credited to such
Incentive Account as provided in Section 6 below.

    SECTION
4.  Matching
Salary Contributions.  Effective June 1, 1995, each
Employee who has deferred a percentage of his or her Salary for a Year pursuant
to Section 2 of this Article IV shall have Matching Salary
Contributions allocated to his or her Incentive Account.  Such
Matching Salary Contributions shall be equal to 100% of the first 10% of his or
her Salary that he or she has elected to defer for the Year (earned after
June 1, 1995, for the 1995 Year).  The dollar amount of each
Employee's Matching Salary Contributions credited to his or her Incentive
Account and Units in respect of such amounts shall be credited to such Incentive
Account as provided in Section 6 below.

     

          SECTION 5.  Irrevocability of
Election. An election to defer Salary under the Program for any Year
shall be irrevocable (a) on and after the first day of such Year or (b) in the
case of an 


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    election
made by a newly hired Employee for his or her initial Year of
employment, after the date such an election is made.

    SECTION
6.  Conversion of New Deferrals
and Matching Salary Contributions to Brink's Units.  For Years
after 2006, the amount of an Employee's deferred Salary (and related Matching
Salary Contributions) for any Year shall be converted to Brink's Units and shall
be credited to such Employee's Incentive Account as of the first business day of
the month next following the month in which such Salary was
earned.  The number (computed to the second decimal place) of Units so
credited shall be determined by dividing the aggregate amount of all such
deferred Salary (and related Matching Salary Contributions) credited to his or
her Incentive Account for such month by the average of the high and low per
share reported sale prices of Brink's Stock as reported on the New York Stock
Exchange Composite Transaction Tape for each trading day during the calendar
month immediately preceding the crediting of such Units; provided, however, that for any
calendar month in which "due bills" trading of Brink's Stock occurs prior to the
month that includes the Ex-Dividend Date, the number (computed to the second
decimal place) of Units so credited shall be determined by dividing the
aggregate amount of all such deferred Salary (and related Matching Salary
Contributions) credited to his or her Incentive Account for such month by the
average of the high and low per share reported sale prices of Brink's Stock
trading "regular way" or "with due bills" (rather than "ex-dividend") as
reported on the New York Stock Exchange Composite Transaction Tape for each
trading day during such month; provided further, however, that for the
calendar month in which the Ex-Dividend Date occurs, the number (computed to the
second decimal place) of Units so credited shall be determined by adding
the

    sum of
(a) the product of (i) the quotient determined by dividing the aggregate amount
of all such deferred Salary (and related Matching Salary Contributions) credited
to his or her Incentive

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    Account
for the portion of such month prior to the Ex-Dividend Date by the average of
the high and low per share reported sale prices of Brink's Stock trading
"regular way" or "with due bills" (rather than "ex-dividend") as reported on the
New York Stock Exchange Composite Transaction Tape for each trading day during
such portion of such month and (ii) the Brink's Adjustment Ratio and (b) the
quotient determined by dividing the aggregate amount of all such deferred Salary
(and related Matching Salary Contributions) credited to his or her Incentive
Account for the portion of the month on and following the Ex-Dividend Date by
the average of the high and low per share reported sale prices of Brink's Stock
as reported on the New York Stock Exchange Composite Transaction Tape for each
trading day during such portion of such month.

    Upon the Employee's termination of
employment, any cash amounts not converted into Units credited to his or her
Incentive Account shall be converted into Brink's Units in the manner described
in this Section 6 based on the reported sales prices (including any sale prices
determined on a when issued basis) of Brink's Stock as reported on the New York
Stock Exchange Composite Transaction Tape for each trading day during the
portion of the month preceding the date of termination; provided, however, that if "due
bills" trading occurs in the  portion of the month preceding the date
of termination, but the Ex-Dividend Date does not occur in such portion of such
month, any such cash amounts shall be converted into Brink's Units in the manner
described in this Section 6 based on the reported sale prices of Brink's Stock
trading "regular way" or "with due bills" (rather than "ex-dividend"), as
reported on the New York Stock Exchange Composite Transaction Tape for each
trading day during such portion of such month; provided
further, however, that if the
Ex-Dividend Date occurs in the portion of the month preceding the date of
termination, any such cash amounts shall be converted into Brink's Units by
adding the sum of (a) the product of (i) the quotient determined by dividing the
aggregate amount 


    
      
         


      

      
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    of all
such deferred Salary (and related Matching Salary Contributions) credited to his
or her Incentive Account for the portion of such month prior to the Ex-Dividend
Date by the average of the high and low per share reported sale prices of
Brink's Stock trading "regular way" or "with due bills" (rather than
"ex-dividend") as reported on the New York Stock Exchange Composite Transaction
Tape for each trading day during such portion of such month and (ii) the Brink's
Adjustment Ratio and (b) the quotient determined by dividing the aggregate
amount of all such deferred Salary (and related Matching Salary Contributions)
credited to his or her Incentive Account for the portion of the month on and
following the Ex-Dividend Date (and preceding the date of termination) by the
average of the high and low per share reported sale prices of Brink's Stock as
reported on the New York Stock Exchange Composite Transaction Tape for each
trading day during such portion of such month.

    As of the Ex-Dividend Date, any cash
amounts not converted into Units credited to a Transferred Employee's Incentive
Account shall be converted into Brink's Units in the manner described in this
Section 6 based on the average of the high and low per share reported sale
prices of Brink's Stock trading "regular way" or "with due bills" (rather than
"ex-dividend") as reported on the New York Stock Exchange Composite Transaction
Tape for each trading day during the portion of the month that includes the
Ex-Dividend Date preceding the Ex-Dividend Date.

    SECTION
7.  Conversion of Existing
Incentive Accounts to Brink's Units.  As of the Exchange Date,
all BAX Units and Minerals Units in an Employee's Incentive Account attributable
to deferred salary (and related Matching Salary Contributions) shall be
converted into

    Brink's
Units by multiplying the number of BAX Units and Minerals Units in the
Employee's Incentive Account by the BAX Exchange Ratio or the Minerals Exchange
Ratio, respectively.

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    SECTION
8.  Adjustments.  The
Committee shall determine such equitable adjustments in the Units credited to
each Incentive Account as may be appropriate to reflect any stock split, stock
dividend, recapitalization, merger, consolidation, reorganization, combination,
or exchange of shares, split-up, split-off, spin-off, liquidation or other
similar change in capitalization or any distribution to common shareholders
other than cash dividends.

    SECTION
9.  Dividends and
Distributions.  Whenever a cash dividend or any other
distribution is paid with respect to shares of Brink's Stock, the Incentive
Account of each Employee will be credited with an additional number of Brink's
Units equal to the number of shares of Brink's Stock, including fractional
shares (computed to the second decimal place), that could have been purchased
had such dividend or other distribution been paid to the Incentive Account on
the payment date for such dividend or distribution based on the number of shares
represented by the Units in such Incentive Account as of such date and assuming
the amount of such dividend or value of such distribution had been used to
acquire additional Brink's Units.  Such additional Brink's Units shall
be deemed to be purchased at the average of the high and low per share quoted
sale prices of Brink's Stock, as the case may be, as reported on the
New York Stock Exchange Composite Transaction Tape on the payment date for
the dividend or other distribution.  The value of any distribution in
property will be determined by the Committee.

    SECTION
10.  Minimum
Distribution.  Distributions shall be made in accordance with
Article VII; provided, however, the
aggregate value of the Brink's Stock and cash distributed to an Employee (and
his or her beneficiaries) in respect of all Units standing to his or her credit
in his or
her Incentive Account attributable to the deferral of Salary otherwise payable
for services rendered prior to January 1, 2007 (including dividends relating to
such Units but not Matching Salary Contributions) shall not be less than the
aggregate amount of Salary and dividends in

     

     

    
      
        
        

      

      
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    respect
of which Units were initially so credited.  The value of the Brink's
Stock so distributed shall be considered equal to the average of the high and
low per share quoted sale prices of Brink's Stock, as reported on the
New York Stock Exchange Composite Transaction Tape for the last trading day
of the month preceding the month of distribution.

    SECTION
11.  Adjustment to Units in
Connection with Distribution.  As of the Ex-Dividend Date, (a)
the number of Units credited to the Incentive Account of each Employee other
than a Transferred Employee (including any Units credited on such date other
than pursuant to this Section 11) shall be adjusted by multiplying the number of
Units in such Employee's Incentive Account by the Brink's Adjustment Ratio and
(b) all Units credited to the Incentive Account of each Transferred Employee
(including any Units credited on such date, including any Units credited
pursuant to the last paragraph of Section 6 of this Article IV) shall cease to
remain outstanding.

    ARTICLE
V

    Supplemental Savings
Plan

    SECTION
1.  Definitions.  Whenever
used in this Article V, the following terms shall have the meanings
indicated:

    Compensation:  The
regular wages received during any pay period by an Employee while a participant
in the Savings Plan for services rendered to the Company or any Subsidiary that
participates in the Savings Plan, including any commissions or bonuses, but
excluding any overtime or premium pay, living or other expense
allowances,

    or
contributions by the Company or such Subsidiaries to any plan of deferred
compensation, and determined without regard to the application of any salary
reduction election under the Savings Plan.  Bonuses paid pursuant to
the Incentive Plan shall be 

     

     

    
      
        
        

      

      
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    considered
received in the Year in which they are payable whether or not such bonus is
deferred pursuant to Article III hereof.  Notwithstanding the
foregoing, Compensation includes any such wages paid to a Transferred Employee
by the Company or BHS or any of its subsidiaries for services rendered on or
prior to the Distribution Date but does not include any such wages paid to a
Transferred Employee by BHS or any of its subsidiaries for services rendered
following the Distribution Date.  

    Incentive
Plan:  The Key Employees Incentive Plan of The Brink's Company,
as in effect from time to time or any successor thereto.

    Matching
Contributions:  Amounts allocated to an Employee's Incentive
Account pursuant to Section 4 of this Article V.

    Savings
Plan:  The Brink's Company 401(k) Plan, as in effect from time
to time, or the Brink's Home Security Holdings, Inc. 401(k) Plan, as in effect
from time to time.

    SECTION
2.  Eligibility.  An
Employee may participate in the benefits provided pursuant to this
Article V for any Year if his or her Salary (on an annualized basis) as of
the preceding December 31 is at least equal to $160,000 (as adjusted for
Years after 1999 to reflect the limitation in effect under Code
Section 401(a)(17) for the Year in which the Employee's election to
participate is filed).  Notwithstanding the foregoing, a newly hired
Employee is eligible to participate in the benefits provided pursuant to this
Article V if his or her Salary (on an annualized basis) in effect on his or
her first day of employment with the Company or a  Subsidiary
will exceed the threshold amount determined pursuant to Code
Section 401(a)(17) for his or her initial Year of employment.

       

            Except as otherwise provided by
the Committee, an Employee who is eligible to participate in the benefits
provided pursuant to this Article V shall continue to be so
eligible

    


    
      
         


      

      
        22

        
          

        

      

      
         


      

    

     

    unless
his or her Salary for any Year is less than $150,000, in which case he or she
shall be ineligible to participate in the benefits provided under this
Article V until his or her Salary again exceeds the threshold amount
determined pursuant to Code Section 401(a)(17) for the Year prior to the
Year of participation.

    SECTION
3.  Deferral
of Compensation.  Effective July 1, 1994, each Employee
who is not permitted to defer the maximum percentage of his or her Compensation
that may be contributed as a matched contribution under the Savings Plan for any
Year as a result of limitations imposed by Sections 401(a)(17), 401(k)(3),
402(g) and/or 415 of the Code may elect to defer all or part of the excess of
(a) such maximum percentage (five percent for 1994) of his or her
Compensation for such Year (without regard to any limitation on such amount
imposed by Code Section 401(a)(17)) over (b) the amount actually
contributed on his or her behalf under the Savings Plan for such Year as a
matched contribution; provided, however, that with
respect to the 1994 Year, only Compensation paid after July 1, 1994, may be
deferred.  In order to be permitted to defer any portion of his or her
Compensation pursuant to this Section 3 of Article V, the Employee
must elect to defer the maximum amount permitted as a matched contribution for
the Year under the Savings Plan.  Such Employee's initial election
hereunder for any Year shall be made prior to the first day of such Year or, if
later, within 30 days after his or her initial date of employment but only with
respect to Compensation for services performed after the date of such
election.  Such election shall remain in effect for subsequent Years
unless and until a new election
is filed with the Committee by the December 31 preceding the Year for which
the new election is to be effective.  An Incentive Account (which may
be the same Incentive Account established pursuant to Article III, IV
and/or VI) shall be established for each Employee making such election and such
Incentive Account shall be credited as of the last day of each month with


     

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    the
dollar amount of the Compensation deferred for such month pursuant to such
election; provided, however, that in the
event an Employee is not permitted to defer the maximum percentage of his or her
Compensation that may be contributed as a matched contribution under the Savings
Plan for any year as a result of the limitation imposed by Code
Section 401(k)(3), such excess contribution shall be distributed to the
Employee, his or her Compensation paid after the date of the distribution shall
be reduced by that amount and such amount shall be allocated to his or her
Incentive Account as of the January 1 next following the Year for which the
excess contribution was made under the Savings Plan.  Units in respect
of such amounts shall be credited to such Incentive Account as provided in
Section 6 below.

    SECTION
4.  Matching
Contributions.  Each Employee who elects to defer a portion of
his or her Compensation for a Year pursuant to Section 3 of this
Article V shall have a Matching Contribution allocated to his or her
Incentive Account equal to the rate of matching contributions in effect for such
Employee under the Savings Plan for such Year multiplied by the amount elected
to be deferred pursuant to Section 3 above for each month in such
Year.  The dollar amount of each Employee's Matching Contribution for
each month shall be credited to his or her Incentive Account pursuant to Section
6 below.

    Subject to the approval of the
shareholders of the  Company at the 1995 annual meeting, if an
Employee is participating in this portion of the Program pursuant to
Section 2 of this Article V and his or her matching contribution under the
Savings Plan for 1994 or any later year will be reduced
as a result of the nondiscrimination test contained in Code
Section 401(m)(2), (a) to the extent such matching contribution is
forfeitable, it shall be forfeited and that amount shall be allocated to his or
her Incentive Account as a Matching Contribution or (b) to the extent such
matching contribution is not forfeitable, it shall be distributed to the
Employee, his or her 

     

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    Compensation
paid after the date of the distribution shall be reduced by that amount and such
amount shall be allocated to his or her Incentive Account as a Matching
Contribution.  The dollar amount of such Matching Contribution shall
be allocated to each Employee's Incentive Account as of the January 1 next
following the Year for which the matching contribution was made under the
Savings Plan.  Units in respect of such contribution shall be credited
to the Employee's Incentive Account as provided in Section 6
below.

    SECTION
5.  Irrevocability of
Election. An election to defer amounts under the Program for any
Year shall be irrevocable (a) on and after the first day of such Year or (b) in
the case of an election made by a newly hired Employee for his or her initial
Year of employment, after the date such an election is made.

    SECTION
6.  Conversion of New Deferrals
and Matching Contributions to Brink's Units.  The amount of an
Employee's deferred Compensation and Matching Contributions for any Year shall
be converted to Brink's Units and shall be credited to such Employee's Incentive
Account as of the first business day of the month next following the month in
which such Compensation was earned or for which the Matching Contribution was
made.  The number (computed to the second decimal place) of Units so
credited shall be determined by dividing the aggregate amount of all such
amounts credited to the Employee's Incentive Account for such month attributable
to (a) the deferral of amounts awarded under the Incentive Plan (including
related Matching Contributions) by the average of the high and low per share
reported sale prices of Brink's Stock, as reported on the New York Stock
Exchange Composite Transaction Tape on each trading day during the calendar
month immediately preceding the crediting of such Units, (b) Compensation and
Matching Contributions allocated to the Employee's Incentive Account as a result
of failing to satisfy the tests included in Code Sections 401(k)(3) or 401(m)(2)
under the Savings Plan, by the 

     

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    average
of the high and low per share reported sales prices of Brink's Stock, as
reported on the New York Stock Exchange Composite Transaction Tape on each
trading day during the calendar month immediately preceding the month in which
such Units are credited to the Employee's Incentive Account (which shall be the
first business day of the month following the date that the Company has been
notified of the failure to satisfy such tests) and (c) the deferral of all other
Compensation (including related Matching Contributions) by the average of the
high and low per share reported sale prices of Brink's Stock as reported on the
New York Stock Exchange Composite Transaction Tape (i) on each trading day
during the period commencing on the first business day of the month after the
Employee's salary (as such term is defined in the Savings Plan) equals the
maximum amount of considered compensation for such Year pursuant to Code Section
401(a)(17) and ending the last business day of such month and each month
thereafter until December 31 or (ii) in the event the Employee's salary equals
the maximum amount of considered compensation in December, on the first trading
day in the following January; provided, however, that with
respect to any number of Units so credited that would otherwise be determined
pursuant to the preceding clause (a), (b) or (c) based on the average of the
high and low per share reported sale prices of Brink's Stock as reported on the
New York Stock Exchange Composite Transaction Tape for each trading day during a
month or portion of a month in which "due bills" trading of Brink's Stock occurs
prior to the month that includes the Ex-Dividend Date, the number (computed to
the second decimal place) of Units so credited shall be determined in the same
manner as described in the applicable clause but instead based on the average of
the high and low per share reported sale prices of Brink's Stock trading
"regular way" or "with due bills" (rather than "ex dividend") as reported on the
New York Stock Exchange Composite Transaction Tape for each trading day during
such month or portion of such month; provided


     

     

    
      
        
        

      

      
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    further, however, that with
respect to any number of Units so credited that would otherwise be determined
pursuant to the preceding clause (a), (b) or (c) based on the average of the
high and low per share reported sale prices of Brink's Stock as reported on the
New York Stock Exchange Composite Transaction Tape for each trading day during
the month or a portion of the month that includes the Ex-Dividend Date, the
number of Units so credited shall be determined in the same manner described in
the applicable clause but instead based on the average of the high and low per
share reported sale prices of Brink's Stock trading "regular way" or "with due
bills" (rather than "ex-dividend") as reported on the New York Stock Exchange
Composite Transaction Tape for each trading day during such month or portion of
such month prior to the Ex-Dividend Date, with respect to deferred Compensation
and Matching Contributions for the portion of such month prior to the
Ex-Dividend Date, with the number of Units so determined adjusted by the Brink's
Adjustment Ratio, and based on the average of the high and low per share
reported sale prices of Brink's Stock as reported on the New York Stock Exchange
Composite Transaction Tape for each trading day during such month or such
portion of such month on and following the Ex-Dividend Date, with respect to
deferred Compensation and Matching Contributions for the portion of such month
on and following the Ex-Dividend Date.

    Upon the Employee's termination of
employment, any cash amounts not converted into Units credited to his or her
Incentive Account shall be converted into Brink's Units in the manner described
in this Section 6 based on the reported sale prices (including any sale prices
determined on a when issued basis) of Brink's Stock, as reported on the New York
Stock Exchange Composite Transaction Tape for each trading day during the
portion of the month preceding the date of termination;  provided, however, that if "due
bills" trading occurs in the  portion of the month preceding the date
of termination, but the Ex-Dividend Date does not occur in such 

     

     

    
      
        
        

      

      
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    portion
of such month, any such cash amounts shall be converted into Brink's Units in
the manner described in this Section 6 based on the reported sale prices of
Brink's Stock trading "regular way" or "with due bills" (rather than
"ex-dividend"), as reported on the New York Stock Exchange Composite Transaction
Tape for each trading day during such portion of such month; provided further, however, that if the
Ex-Dividend Date occurs in the portion of the month preceding the date of
termination, any such cash amounts shall be converted into Brink's Units by
adding the sum of (a) the product of (i) the quotient determined by dividing the
aggregate amount of all such deferred Salary (and related Matching Salary
Contributions) credited to his or her Incentive Account for the portion of such
month prior to the Ex-Dividend Date by the average of the high and low per share
reported sale prices of Brink's Stock trading "regular way" or "with due bills"
(rather than "ex-dividend") as reported 

     

     

    
      
        
        

      

      
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    on the
New York Stock Exchange Composite Transaction Tape for each trading day during
such portion of such month and (ii) the Brink's Adjustment Ratio and (b) the
quotient determined by dividing the aggregate amount of all such deferred Salary
(and related Matching Salary Contributions) credited to his or her Incentive
Account for the portion of the month on and following the Ex-Dividend Date (and
preceding the date of termination) by the average of the high and low per share
reported sale prices of Brink's Stock as reported on the New York Stock Exchange
Composite Transaction Tape for each trading day during such portion of such
month.

    As of the Ex-Dividend Date, any cash
amounts not converted into Units credited to a Transferred Employee's Incentive
Account shall be converted into Brink's Units in the manner described in this
Section 6 based on the average of the high and low per share reported sale
prices of Brink's Stock trading "regular way" or "with due bills" (rather than
"ex-dividend") as reported on the New York Stock Exchange Composite Transaction
Tape for each trading day during the portion of the month that includes the
Ex-Dividend Date preceding the Ex-Dividend Date.

    SECTION
7.  Conversion of Existing
Incentive Accounts to Brink's Units.  As of the Exchange Date,
all BAX Units and Minerals Units in an Employee's Incentive Account attributable
to Compensation deferred pursuant to this Article V (and related Matching
Contributions) shall be converted into Brink's Units by multiplying the number
of such BAX Units and Minerals Units in the Employee's Incentive Account by the
BAX Exchange Ratio or the Minerals Exchange Ratio, respectively.

    SECTION
8.  Adjustments.  The
Committee shall determine such equitable adjustments in the Units credited to
each Incentive Account as may be appropriate to reflect any stock split, stock
dividend, recapitalization, merger, consolidation, reorganization, combination,
or exchange of shares, split-up, split-off, spin-off, liquidation or other
similar change in capitalization or any distribution to common shareholders
other than cash dividends.

    SECTION
9.  Dividends and
Distributions.  Whenever a cash dividend or any other
distribution is paid with respect to shares of Brink's Stock, the Incentive
Account of each Employee will be credited with an additional number of Brink's
Units equal to the number of shares of Brink's Stock, including fractional
shares (computed to the second decimal place), that could have been purchased
had such dividend or other distribution been paid to the Incentive Account on
the payment date for such dividend or distribution based on the number of shares
represented by the Units in such Incentive Account as of such date and assuming
that the amount of such dividend or value of such distribution had been used to
acquire additional Brink's Units of the class giving rise to the dividend or
other distribution.  Such additional Brink's Units shall be deemed to
be purchased at the average of the high and low per share quoted sale prices of


     

     

    
      
        
        

      

      
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    Brink's
Stock, as reported on the New York Stock Exchange Composite Transaction Tape on
the payment date for the dividend or other distribution.  The value of
any distribution in property will be determined by the Committee.

    SECTION
10.  Adjustment to Units in
Connection with Distribution.  As of the Ex-Dividend Date, (a)
the number of Units credited to the Incentive Account of each Employee other
than a Transferred Employee (including any Units credited on such date other
than pursuant to this Section 10) shall be adjusted by multiplying the number of
Units in such Employee's Incentive Account by the Brink's Adjustment Ratio and
(b) all Units credited to the Incentive Account of each Transferred Employee
(including any Units credited on such date, including any Units credited
pursuant to the last paragraph of Section 6 of this Article V) shall cease to
remain outstanding.

    ARTICLE
VI

    Deferral of Performance
Awards

    SECTION
1.  Definitions.  Whenever
used in this Article VI, the following terms shall have the meanings
indicated:

    Cash Performance
Payment:  A cash incentive payment due to an Employee in any
Year under the Management Performance Improvement Plan.

    Management Performance
Improvement Plan:  The Brink's Company Management Performance
Improvement Plan, as in effect from time to time or any successor
thereto.

    Performance Measurement
Period:  A performance cycle of one or more fiscal Years of the
Company under the Management Performance Improvement Plan.

     

     

    
      
        
        

      

      
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    SECTION
2.  Eligibility.  Any
Employee who is a participant in the Management Performance Improvement Plan may
elect to defer all or part of his or her Cash Performance Payment payable under
such plan pursuant to this Article VI.

    SECTION
3.  Deferral
of Cash Performance Payments.  Each Employee who is eligible to
defer his or her Cash Performance Payment for any Performance Measurement Period
pursuant to this Article VI may make an election to defer all or part (in
multiples of 10%) of any Cash Performance Payment which may be made to him or
her for such Performance Measurement Period.  If the Committee
determines that a Cash Performance Payment relating to any Performance
Measurement Period is "performance-based compensation" under Code Section 409A,
such Employee's election shall be made prior to January 1 of the last Year in
the Performance Measurement Period.  If the Committee determines that
a Cash Performance Payment relating to any Performance Measurement Period is not
"performance-based compensation" under Code Section 409A, such Employee's
election shall be made prior to the beginning of the Performance Measurement
Period or by such other time as the Committee determines will satisfy Code
Section 409A and Treasury Regulations issued thereunder.

    An
Incentive Account (which may be the same Incentive Account established pursuant
to Articles III, IV and/or V) shall be established for each Employee making
such election and Units in respect of such deferred payment shall be credited to
such Incentive Account as provided in Section 5 below.

    SECTION
4.  Irrevocability of
Election. An election to
defer Cash Performance Payments under the Program for any Performance
Measurement Period shall be irrevocable after the last date for making such an
election, as specified in the second or third sentence of  Section 3,
above, as applicable.

     

     

    
      
        
        

      

      
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    SECTION
5.  Conversion to
Units.  The amount of an Employee's deferred Cash Performance
Payment for any Performance Measurement Period shall be converted to Brink's
Units and shall be credited to such Employee's Incentive Account as of the first
business day of the month in which the Cash Performance Payment is
made.  The number (computed to the second decimal place) of Brink's
Units so credited shall be determined by dividing the aggregate amount of the
deferred Cash Performance Payment credited to the Employee's Incentive Account
for such Performance Measurement Period by the average of the high and low per
share quoted sale prices of Brink's Stock, as reported on the New York
Stock Exchange Composite Transaction Tape on each trading day during the month
preceding the crediting of Units.

    SECTION
6.  Adjustments.  The
Committee shall determine such equitable adjustments in the Units credited to
each Incentive Account as may be appropriate to reflect any stock split, stock
dividend, recapitalization, merger, consolidation, reorganization, combination,
or exchange of shares, split-up, split-off, spin-off, liquidation or other
similar change in capitalization or any distribution to common shareholders
other than cash dividends.

    SECTION
7.  Dividends and
Distributions.  Whenever a cash dividend or any other
distribution is paid with respect to shares of Brink's Stock, the Incentive
Account of each Employee will be credited with an additional number of Brink's
Units equal to the number of shares of Brink's Stock, including fractional
shares (computed to the second decimal place), that could have been purchased
had such dividend or other distribution been paid to the Incentive Account on
the payment date for such dividend or distribution based on the number of shares
represented by Units in such Incentive Account as of such date and assuming the
amount of such dividend or value of such distribution had been used to acquire
additional Brink's Units.  Such additional Brink's Units shall be
deemed to be purchased at the average of the high and low per 

     

     

    
      
        
        

      

      
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    share
quoted sale prices of Brink's Stock, as reported on the New York Stock
Exchange Composite Transaction Tape on the payment date for the dividend or
other distribution.  The value of any distribution in property will be
determined by the Committee.

    SECTION
8.  Minimum
Distribution.  Distributions shall be made in accordance with
Article VII; provided, however, that the
aggregate value of the Brink's Stock and cash distributed to an Employee (and
his or her beneficiaries) in respect of all Units standing to his or her credit
in his or her Incentive Account attributable to deferrals of Cash Performance
Payments otherwise payable with respect to Performance Measurement Periods
ending prior to January 1, 2007 (including dividends relating to such Units)
shall not be less than the aggregate amount of Cash Performance Payments and
dividends (credited to his or her Incentive Account pursuant to Section 7)
in respect of which such Units were initially so credited.  The value
of the Brink's Stock, so distributed shall be considered equal to the average of
the high and low per share quoted sale prices of Brink's Stock, as reported on
the New York Stock Exchange Composite Transaction Tape for the last trading
day of the month preceding the month of distribution.

    SECTION
9.  Effective
Date.  Notwithstanding anything herein to the contrary, the
provisions of this Article VI providing for the deferral of Cash Performance
Payments shall not become effective until May 5, 2000, and only upon approval of
the Management Performance Improvement Plan by the Company's
shareholders.

    SECTION
10.  Adjustment to Units in
Connection with Distribution.  As of the Ex-Dividend Date, (a)
the number of Units credited to the Incentive 

     

     

    
      
        
        

      

      
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    Account
of each Employee other than a Transferred Employee (including any Units credited
on such date other than pursuant to this Section 10) shall be adjusted by
multiplying the number of Units in such Employee's Incentive Account by the
Brink's Adjustment Ratio and (b) all Units credited to the Incentive Account of
each Transferred Employee (including any Units credited on such date) shall
cease to remain outstanding.

    ARTICLE
VII

    Distributions

    SECTION
1.  Certain
Payments on Termination of Employment. Except as provided in Section
3 of this Article VII, each Employee shall receive a distribution in Brink's
Stock in respect of all Brink's Units standing to the credit of such Employee's
Incentive Account (other than Units attributable to Matching Incentive
Contributions, Matching Salary Contributions and dividends related thereto) as
of the date of the Employee's termination of employment, in a single-lump sum
distribution on the first day that is more than six months after the date of the
Employee's termination of employment; provided, however, that for
purposes of this Article VII, no employee of any Subsidiary shall be considered
to have terminated employment as a result of a spinoff of such Subsidiary from
the Company (including, with respect to employees of BHS and its subsidiaries,
the Distribution), except as may be permitted under Section 409A of the
Code.  An Employee may elect, at least 12 months prior to his or her
termination of employment, to receive distribution of the Shares represented by
the Units credited to his or her Incentive Account in equal annual installments
(not more than ten) commencing not earlier than the last day of the sixth month
following the fifth anniversary of the date of his or her termination of
employment (for any reason) or as promptly as practicable
thereafter.  Any such election shall become effective on the 12-month
anniversary of the date the election is made.

    The number of shares of Brink's Stock
to be included in each installment payment shall be determined by multiplying
the number of Brink's Units in the Employee's Incentive Account, as applicable,
as of the first day of the month preceding the initial installment payment and
as of 

     

     

    
      
        
        

      

      
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    each
succeeding anniversary of such date by a fraction, the numerator or which is one
and the denominator of which is the number of remaining installments (including
the current installment).

    Any fractional Units shall be converted
to cash based on the average of the high and low per share quoted sale prices of
the Brink's Stock, as reported on the New York Stock Exchange Composite
Transaction Tape, on the last trading day of the month preceding the month of
distribution and shall be paid in cash.

    SECTION
2.  Payments
Attributable to Matching Incentive Contributions and Matching Salary
Contributions on Termination of Employment.  In the event of an
Employee’s (a) death, (b) retirement after satisfying the requirements
for early or normal retirement under a pension plan sponsored by the Company or
a Subsidiary in which the Employee participated, (c) Disability or
(d) termination of employment for any reason within three years following a
Change in Control, the Employee shall receive a distribution of Brink's Stock in
respect of all Brink's Units standing to the credit of such Employee's Incentive
Account attributable to Matching Incentive Contributions, Matching Salary
Contributions and dividends related thereto in the same manner as provided in
Section 1 of this Article VII for the distribution of other Units
standing to the credit of such Employee's Incentive Account.

    In the event of a termination of
employment for a reason not described in the preceding paragraph, the Employee
shall forfeit the Units in his or her Incentive Account attributable to


     

     

    
      
        
        

      

      
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    Matching
Incentive Contributions, Matching Salary Contributions and dividends related
thereto for the Year in which the termination occurs.  Such Employee
shall be vested in the remaining Units standing to the credit of such Employee
in his or her Incentive Account attributable to Matching Incentive
Contributions, Matching Salary Contributions and dividends related thereto in
accordance with the following schedule:

    
      	
                 Months of Participation

            	
              Vested Percentage

            
	
              less
      than 36

            	
               0

            
	
              at
      least 36 but less than 48

            	
               50%

            
	
              at
      least 48 but less than 60

            	
               75%

            
	
              60
      or more

            	
              100%

            


    

    


    An
Employee shall receive credit for one "month of participation" for each calendar
month during which a deferral election is in effect pursuant to Section 3
of Articles III or IV.  Brink's Stock, in respect of the vested
Units standing to the credit of such Employee attributable to Matching Incentive
Contributions, Matching Salary Contributions and dividends related thereto,
shall be distributed in the same manner as provided in Section 1 of this Article
VII for the distribution of other Units standing to the credit of such
Employee's Incentive Account.

    SECTION
3.  One Time
Distribution Under Code Section 409A Transition
Relief.  Pursuant to rules and procedures established by the
Company, a participant under the Program may elect on or before December 31,
2007 to receive on February 15, 2008 a single lump-sum distribution in Brink's
Stock in respect of all vested Brink's Units standing to the credit of his or
her Incentive Account as of December 31, 2007; provided, however, that such
election shall not apply to amounts, if any, that would have otherwise been
distributed to the participant in 2007.

    ARTICLE
VIII

    Designation of
Beneficiary

    An Employee may designate in a written
election filed with the Committee a beneficiary or beneficiaries (which may be
an entity other than a natural person) to receive all distributions and payments
under the Program after the Employee's death.  Any such designation
may be 

     

     

     

    
      
        
        

      

      
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    revoked,
and a new election may be made, at any time and from time to time, by the
Employee without the consent of any beneficiary.  If the Employee
designates more than one beneficiary, any distributions and payments to such
beneficiaries shall be made in equal percentages unless the Employee has
designated otherwise, in which case the distributions and payments shall be made
in the percentages designated by the Employee.  If no beneficiary has
been named by the Employee or no beneficiary survives the Employee, the
remaining Shares (including fractional Shares) in the Employee's Incentive
Account shall be distributed or paid in a single sum to the Employee's
estate.  In the event of a beneficiary's death after installment
payments to the beneficiary have commenced, the remaining installments will be
paid to a contingent beneficiary, if any, designated by the Employee or, in the
absence of a surviving contingent beneficiary, the remaining Shares (including
fractional Shares) shall be distributed or paid to the primary beneficiary's
estate in a single distribution.  All distributions shall be made in
Shares except that fractional Shares shall be paid in cash.

    ARTICLE
IX

    Miscellaneous

    SECTION
1.  Nontransferability of
Benefits.  Except as provided in Article VIII, Units
credited to an Incentive Account shall not be transferable by an Employee or
former Employee (or his or her beneficiaries) other than by will or the laws of
descent and distribution or pursuant to a domestic relations
order.  No Employee, no person claiming through such Employee, nor any
other person shall have any right or interest under the Program, or in its
continuance, in the payment of any amount or distribution of any Shares under
the Program, unless and until all the provisions of the Program, any
determination made by the Committee thereunder, and any restrictions and
limitations on the payment itself have been fully complied
with.  Except as 

     

     

    
      
        
        

      

      
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    provided
in this Section 1, no rights under the Program, contingent or otherwise,
shall be transferable, assignable or subject to any pledge or encumbrance of any
nature, nor shall the Company or any of its Subsidiaries be obligated, except as
otherwise required by law, to recognize or give effect to any such transfer,
assignment, pledge or encumbrance.

    SECTION
2.  Notices.  The
Company may require all elections contemplated by the Program to be made on
forms provided by it.  All notices, elections and other communications
pursuant to the Program shall be in writing and shall be effective when received
by the Company at the following address:

    The
Brink's Company

    1801
Bayberry Court

    P. O. Box
18100

    Richmond,
VA 23226-8100

    


    Attention
of Vice President -- Human Resources

    


    SECTION
3.  Limitation on Rights of
Employee.  Nothing in this Program shall be deemed to create,
on the part of any Employee, beneficiary or other person, (a) any interest
of any kind in the assets of the Company or (b) any trust or fiduciary
relationship in relation to the Company.  The right of an Employee to
receive any Shares shall be no greater than the right of any unsecured general
creditor of the Company.

    SECTION
4.  No
Contract of Employment.  The benefits provided under the
Program for an Employee shall be in addition to, and in no way preclude, other
forms of compensation to or in respect of such Employee.  However, the
selection of any Employee for participation in the Program shall not give such
Employee any right to be retained in the employ of the Company or any of its
Subsidiaries for any period.  The right of the Company and of each
such Subsidiary to terminate the employment of any Employee for any reason or at
any time is specifically reserved.

     

     

    
      
        
        

      

      
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    SECTION
5.  Withholding.  All
distributions pursuant to the Program shall be subject to withholding in respect
of income and other taxes required by law to be withheld.  The Company
shall establish appropriate procedures to ensure payment or withholding of such
taxes.  Such procedures may include arrangements for payment or
withholding of taxes by retaining Shares otherwise issuable in accordance with
the provisions of this Program or by accepting already owned Shares, and by
applying the fair market value of such Shares to the withholding taxes
payable.

    SECTION
6.  Term,
Amendment and Termination.

    (a)  Unless
the Company's shareholders approve the extension of this Program, no further
deferral elections may be made under this Program on or after May 4, 2010 and
any existing deferral elections with respect to compensation earned after such
date shall have no further force or effect.

    (b)  The
Committee may from time to time amend any of the provisions of the Program, or
may at any time terminate the Program.  No amendment or termination
shall adversely affect any Units (or distributions in respect thereof) which
shall theretofore have been credited to any Employee's Incentive
Account.  On the termination of the Program, distributions from an
Employee's Incentive Account shall be made in compliance with Code Section 409A
and Treasury Regulations issued thereunder.

    


    



    
      
         


      

      
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