CHANGE IN CONTROL AGREEMENT dated as of December 1, 2006 between The Brink's Company a Virginia corporation (the "Company") and Matthew A. P. Schumacher (the "Executive")

The Company and the Executive agree as follows:

SECTION 1.                                 Definitions .  As used in this Agreement:

       (a)           “Affiliate” has the meaning ascribed thereto in Rule 12b-2 pursuant to the Securities Exchange Act of 1934, as amended (the “Act”).

  (c)           “Cause” means :

  (i) an act or acts of dishonesty on the Executive’s part which are intended to result in the Executive’s substantial personal enrichment at the expense of the Company or

  (ii) repeated material violations by the Executive of the Executive’s obligations under Section 3 which are demonstrably willful and deliberate on the Executive’s part and which have not been cured by the Executive within a reasonable time after written notice to the Executive specifying the nature of such violations.

  (d)           “Change in Control” shall mean the occurrence of:

  (i) the approval of the shareholders of the Company (or if such approval is not required, the approval of the Board) of (A) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which the Company’s common 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 the Company’s common 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 (B) 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;

  (ii) any “person” (as defined in Section 13(d) of the Act) other than the Company, its Affiliates or an employee benefit plan or trust maintained by the Company or its affiliates, becoming 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

(iii) at any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Board ceasing 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; provided, however, that no Change in Control shall be deemed to occur unless circumstances and events that would otherwise constitute a Change in Control occur prior to January 1, 2008.

(i) without the Executive’s express written consent and excluding for this purpose

an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company or its Affiliates promptly after receipt of notice there of given by the Executive, (A) the assignment to the Executive of any duties inconsistent with the Executive’s position, duties or responsibilities as contemplated by Section 3(a) hereof, or (B) any 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 the

Executive’s work location to be other than 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.

(f)           “Incapacity” means any physical or mental illness or disability of the Executive which continues for a period of six consecutive months or more and which at any time after such six-month period the Company shall reasonably determine renders the Executive incapable of performing his or her duties during the remainder of the Employment Period (as defined below).

(g)           “Operative Date” means the date on which a Change in Control shall have occurred.

SECTION 2.   Employment Period .  The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company subject to the terms and conditions of this Agreement, for the period commencing on the Operative Date and ending on the date twelve months thereafter (the “Employment Period”).

SECTION 3.   Terms of Employment .  (a) Position and Duties .  (i) During the Employment Period: (A) the Executive’s position, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned immediately prior to the Operative Date, and (B) the Executive’s services shall be performed at the location at which the Executive was based on the Operative Date and the Company shall not require the Executive to travel on Company business to a substantially greater extent than required immediately before the Operative Date, except for travel and temporary assignments which are reasonably required for the full discharge of the Executive’s responsibilities and which are consistent with the Executive’s being so based.

(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities.

(b)            Compensation .  (i) Salary and Bonus .  During the Employment Period the Executive will receive compensation at an annual rate equal to the sum of (A) a salary (“Annual Base Salary”) not less than the Executive’s annualized salary in effect immediately prior to the Operative Date, plus (B) a bonus (“Annual Bonus”) not less than the aggregate amount of the Executive’s highest bonus award applicable under the Key Employees Incentive Plan (“KEIP”), the Management Employees Incentive Plan (“MEIP”), or any substitute or successor plan for the last three calendar years preceding the Operative Date.  In determining the Annual Bonus, for any of the last three calendar years preceding the Operative Date in which the Executive did not participate in either the KEIP or the MEIP, the Executive shall be deemed to have received a bonus amount equal to the Executive’s target award under the Plan in which the Executive is participating on the first day of the Employment Period.

(ii) Welfare Benefit Plans .  While employed by the Company during the Employment Period, the Executive and/or the Executive’s family or beneficiary, as the case may be, shall be eligible to participate in and shall receive all benefits under welfare benefit programs generally applicable to full-time employees of the Company.

(iii) Business Expenses .  During the Employment Period the Company shall, in accordance with policies then in effect with respect to the payment of expenses, pay or reimburse the Executive for all reasonable out-of-pocket travel and other expenses (other than ordinary commuting expenses) incurred by the Executive in performing services hereunder.  All such expenses shall be accounted for in such reasonable detail as the Company may require.

(iv) Vacations .  The Executive shall be entitled to periods of vacation not less than those to which the Executive was entitled immediately prior to the Operative Date.

SECTION 4.   Termination of Employment .

(a)            Death or Incapacity .  The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period.&nb