Amendment No. 5 to Amended and Restated Trust Agreement between The Brink's Company and J.P. Morgan Chase & Co.

Summary

This amendment, dated September 20, 2004, updates the Amended and Restated Trust Agreement originally dated December 1, 1997, between The Brink's Company and J.P. Morgan Chase & Co. as Trustee. The amendment extends a specific date in Section 2(f) of the agreement from September 30, 2004, to September 30, 2005. All other terms of the Trust Agreement remain unchanged and in effect.

EX-10.1 2 exhibit101.txt EXHIBIT 10.1 EXHIBIT 10.1 Amendment No. 5 to the Amended and Restated Trust Agreement Dated December 1, 1997 AMENDMENT NO. 5 TO THE AMENDED AND RESTATED TRUST AGREEMENT, dated as of December 1, 1997 ("Trust Agreement"), made as of the 20th day of September, 2004, by and between THE BRINK'S COMPANY (formerly The Pittston Company) (the "Company") and J.P. MORGAN CHASE & CO., as Trustee (the "Trustee"). Pursuant to Section 13(a) of the Trust Agreement, the Company and the Trustee agree to amend the Trust Agreement as follows: 1. The introductory sentence of Section 2(f) of the Trust Agreement is hereby amended by substituting the date "September 30, 2005" for the date "September 30, 2004." 2. The Trust Agreement, as hereby amended, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment No. 5 as of September 20, 2004. THE BRINK'S COMPANY By: /s/ James B. Hartough ----------------------------------------- Name: James B. Hartough Title: Vice President - Corporate Finance and Treasurer J.P. MORGAN CHASE & CO., Trustee By: /s/ Peter J. Coghill ----------------------------------------- Name: Peter J. Coghill ------------------------------------ Title: Vice President