First Amendment to Change in Control Agreement

Change of Control Agreement

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This Change of Control Agreement involves

Brink's Company

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Title: First Amendment to Change in Control Agreement
Date: 3/2/2009
Industry: Security Systems and Services Sector: Services

EXHIBIT 10(r)(ii)

First Amendment to Change in Control Agreement

The Brink’s Company (the “Company”) and Matthew A. P. Schumacher (the “Executive”), agree to amend the terms of the Change in Control Agreement, dated as of December 1, 2006, between the Company and the Executive (the “Agreement”) as follows:

Section 1(d) of the Agreement is hereby amended by deleting the phrase “the approval of the shareholders of the Company (or if such approval is not required, the approval of the Board) of” from clause (i) thereof, and by replacing “January 1, 2008” with “January 1, 2009” at the end of clause (iii) thereof.

2.	Section 2 of the Agreement is hereby amended and restated as follows:

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 th

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