AMENDMENTNO. 2 to CHANGE INCONTROL AGREEMENT datedDecember 1,2006 by andbetween The Brinks Company (theCompany) and MatthewA. Schumacher (theExecutive)

1.  

Section 1(d) of the Agreement is hereby amended by replacing “January 1, 2009” with “January 1, 2010” at the end of clause (iii) thereof.

2.  

Section 1 of the Agreement is hereby modified by deleting Section 1(e) in its entirety and substituting the following new Section 1(e) in lieu thereof:

 

“(e)

“Good Reason” means any of the following events that is not cured by the Company within 30 days after written notice thereof from the Executive to the Company, which written notice must be made within 90 days of the occurrence of the event:

(i)  

without the Executive’s express written consent, (A) the assignment to the Executive of any duties materially inconsistent with the Executive’s position, duties or responsibilities as contemplated by Section 3(a) hereof, or (B) any material failure by the Company to comply with any of the provisions of Section 3(b) hereof;

(ii)  

without the Executive’s express written consent, the Company’s requiring a material change to Executive’s work location as set forth in Section 3(a)(i);

(iii)  

any failure by the Company to comply with and satisfy Section 9(a); or

(iv)  

any breach by the Company of any other material provision of this Agreement.”

3.  

Section 5 of the Agreement is hereby modified by:

1.  

Adding the following clause at the end of Section 5(a)(iii):

2.  

Adding the words “for a period of up to one year from the Date of Termination” after “reasonable outplacement services” in Section 5(a)(iii).

3.  

Adding the words “in a lump sum in cash within 30 days after the Date of Termination” after “Accrued Obligations” in Section 5(b) and at the end of the first and second sentences of Section 5(c).

4.  

Section 12(b) is hereby amended by replacing the phrase “December 31, 2008” with the phrase “December 31, 2009”.

5.  

The following new Section 15 is hereby added to the Agreement:

 

(a)

Intent to Comply with Section 409A of the Code.  It is intended that the provisions of this Agreement comply with Section 409A, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.

 

(b)

Six-Month Delay of Certain Payments.  If, at the time of the Executive’s separation from service (within the meaning of Section 409A), (i) the Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable under this Agreement or any other plan, policy, arrangement or agreement of or with the Company or any affiliate thereof (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) constitutes deferred compensation (within the meaning of Section 409A) the payment

 

(c)

Amendment of Deferred Compensation Plans.  Notwithstanding any provision of any Company Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to any Company Plan as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A.