EMPLOYEE MATTERS AGREEMENT

THIS EMPLOYEE MATTERS AGREEMENT (this “ Agreement ”) dated as of October 31, 2008, is by and between THE BRINK’S COMPANY, a Virginia corporation (“ Brink’s ”), and BRINK’S HOME SECURITY HOLDINGS, INC., a Virginia corporation (“ BHS ”).  Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Separation and Distribution Agreement dated as of the date hereof by and between Brink’s and BHS (the “ Separation Agreement ”).

SECTION 1.01.   General Allocation of Assets and Liabilities for Existing Plans.   Except as otherwise specifically provided herein, from and after the Distribution, (a) Brink’s shall retain, or shall cause the applicable other members of the Brink’s Group or its or their applicable employee benefit plans to retain, sponsorship of, and all assets and Liabilities arising out of or relating to, all employment, compensation and employee benefits-related plans, programs, agreements and arrangements sponsored or maintained by Brink’s or any of its Subsidiaries (other than BHS and its Subsidiaries) immediately prior to the Distribution (collectively, the “ Existing Brink’s Plans ”) and (b) BHS shall retain, or shall cause the applicable other members of the BHS Group or its or their applicable employee benefit plans to retain, sponsorship of, and all assets and Liabilities arising out of or relating to, all employment, compensation and employee benefits-related plans, programs, agreements and arrangements sponsored or maintained by BHS or any of its Subsidiaries immediately prior to the Distribution (collectively, the “ Existing BHS Plans ”).

SECTION 1.02.   Cessation of Participation in Brink’s Plans.   Except as otherwise expressly provided herein, as of the Distribution, each employee of BHS or any of its Subsidiaries (whether or not on disability or any other leave of absence) immediately prior to the Distribution (collectively, the “ BHS Employees ”) shall immediately cease to participate actively in any Existing Brink’s Plan.

SECTION 1.03.   Adoption of New BHS Plans.   Except as otherwise expressly provided herein, as of the Distribution, BHS shall provide, or shall cause to be provided, an appropriate level of compensation and employee benefits to the BHS Employees under one or more newly adopted employee benefit plans and arrangements.  Except as otherwise expressly provided herein, BHS shall be solely responsible for all Liabilities arising out of or relating to such plans and arrangements.

SECTION 2.01.   Stock Option Conversion.   (a)  Effective immediately upon the Distribution, each option to purchase Brink’s Common Stock granted under The Brink’s Company 1988 Stock Option Plan, The Brink’s Company 2005 Equity Incentive Plan, The Brink’s Company Non-Employee Directors’ Equity Plan or The Brink’s Company Non-Employee Directors’ Stock Option Plan (collectively, the “ Brink’s Stock Plans ”), whether vested or unvested, that is held, immediately prior to the Distribution, by any (i) BHS Employee, (ii) former employee of BHS or any of its Subsidiaries (other than any such individual who was employed directly by Brink’s or any of its Subsidiaries (other than BHS or any of its Subsidiaries) at any time following such individual’s most recent direct employment with BHS or any of its Subsidiaries) (each such former employee, a “ Former BHS Employee ”) or (iii) non-employee member of the board of directors of Brink’s who, in connection with the Distribution, ceases to be a member of the board of directors of Brink’s and becomes a member of the board of directors of BHS (each such director, a “ Transferring Director ”, and each such option, a “ Brink’s Stock Option ”) shall be converted into an option to acquire, on the same terms and conditions as were applicable under such Brink’s Stock Option, the number of shares of BHS Common Stock (rounded down to the nearest whole share) determined by multiplying (A) the number of shares of Brink’s Common Stock subject to such Brink’s Stock Option immediately prior to the Distribution for which such Brink’s Stock Option shall not theretofore have been exercised by (B) the Option Ratio (as defined below) (each, as so adjusted, a “ Converted BHS Stock Option ”).  The exercise price per share of each Converted BHS Stock Option shall be equal to the per share exercise price for the shares of Brink’s Common Stock otherwise purchasable pursuant to the corresponding Brink’s Stock Option divided by the Option Ratio, and rounded up to the nearest whole cent.  The adjustments provided in this Section 2.01(a) with respect to any Brink’s Stock Options, whether or not they are “incentive stock options” as defined in Section 422 of the Code, are intended to be effected in a manner that is consistent with Section 424(a) and Section 409A of the Code.

(b)   For purposes of this Agreement, “ Option Ratio ” shall mean a fraction, the numerator of which is the closing price per share of Brink’s Common Stock on the NYSE Composite Transactions Tape trading with “due bills” on the Distribution Date and the denominator of which is the closing price per share of BHS Common Stock on the NYSE Composite Transactions Tape trading on a “when issued” basis on the Distribution Date.

(c)   Effective immediately upon the Distribution, BHS shall assume the Converted BHS Stock Options and all Liabilities related thereto under one or more new equity incentive plans of BHS to be adopted by BHS prior to the Distribution.

SECTION 2.02.   Replacement of Deferred Stock Units.   (a) Effective immediately upon the Distribution, each deferred stock unit with respect to Brink’s Common Stock granted under The Brink’s Company Non-Employee Directors’ Equity Plan that is held, immediately prior to the Distribution, by any Transferring Director (each such deferred stock unit, a “ Brink’s Deferred Stock Unit ”) shall be forfeited pursuant to the terms of such Brink’s Deferred Stock Unit and replaced by a deferred stock unit with respect to the number of shares of BHS Common Stock (rounded down to the nearest whole share) determined by multiplying (i) the number of shares of Brink’s Common Stock subject to such Brink’s Deferred Stock Unit immediately prior to the Distribution by (ii) the Option Ratio (each, as so adjusted, a “ Replacement BHS Deferred Stock Unit ”).  Each Replacement BHS Deferred Stock Unit shall have the same terms and conditions as were applicable under the corresponding Brink’s Deferred Stock Unit.

SECTION 2.03.   Form S-8.   As soon as reasonably practicable following the Distribution, BHS shall prepare and file with the Commission a registration statement on Form S-8 (or another appropriate form) registering a number of shares of BHS Common Stock equal to the number of shares subject to the Converted BHS Stock Options and the Replacement BHS Deferred Stock Units.  Any such registration statement shall be kept effective (and the current status of the prospectus or prospectuses required thereby shall be maintained) as long as any Converted BHS Stock Options or Replacement BHS Deferred Stock Units may remain outstanding.

SECTION 2.04.   Notices.   As soon as reasonably practicable following the Distribution, BHS shall deliver to the holders of Converted BHS Stock Options and Replacement BHS Deferred Stock Units appropriate notices setting forth such holders’ rights in respect thereof and indicating that such Converted BHS Stock Options and Replacement BHS Deferred Stock Units shall be assumed by BHS, in the case of the Converted BHS Stock Options, or granted by BHS, in the case of the Replacement BHS Deferred Stock Units, and shall be subject to the same terms and conditions as the Brink’s Stock Options and Brink’s Deferred Stock Units they replace except as expressly provided herein.

SECTION 2.05.   Section 16.   The Parties shall take all reasonable steps as may be required to cause the transactions contemplated by this Article II and any other acquisitions of BHS equity securities (including derivative securities) or dispositions of Brink’s equity securities (including derivative securities) in connection with this Agreement or the Separation Agreement by each individual who is a director or officer of Brink’s or BHS subject to Section 16 of the Exchange Act to be exempt under Rule 16b-3 promulgated under the Exchange Act.

SECTION 3.01.   U.S. Defined Benefit Pension Plans.   Brink’s shall retain, or shall cause the applicable other members of the Brink’s Group or the applicable pension plans of Brink’s or any such other members to retain, sponsorship of, and all assets and Liabilities arising out of or relating to, The Brink’s Company Pension-Retirement Plan and The Brink’s Company Pension Equalization Plan (together, the “ Brink’s Defined Benefit Pension Plans ”), and shall make, or cause to be made, payments to current or former employees of the members of the BHS Group with vested rights thereunder in accordance with the terms of the applicable plans as in effect from time to time.  For purposes of the vesting provisions of the Brink’s Defined Benefit Pension Plans, BHS Employees shall continue while employed by any member of the BHS Group following the Distribution to be treated as employees of a member of the Brink’s Group.

SECTION 3.02.   U.S. Tax-Qualified 401(k) Plan.   (a)  Effective no later than the Distribution, BHS shall have in effect a defined contribution plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (the “ BHS 401(k) Plan ”) that will provide benefits to BHS Employees and Former BHS Employees participating in The Brink’s Company 401(k) Plan (the “ Brink’s 401(k) Plan ”).  Each BHS Employee and Former BHS Employee participating in the Brink’s 401(k) Plan immediately prior to the effectiveness of the BHS 401(k) Plan shall become a participant in the BHS 401(k) Plan as of such effectiveness.  BHS shall cause each BHS Employee to be credited with all service accrued with Brink’s and its Subsidiaries prior to such transfer for all purposes under the BHS 401(k) Plan.

(b)   No later than the Distribution, Brink’s shall cause to be transferred to the BHS 401(k) Plan, and BHS shall cause the BHS 401(k) Plan to accept, an amount equal to the account balances of