ex99_1.htm

The Brink’s Company (the “Company”) intends to make a voluntary contribution to The Brink’s Company Master Trust (the “Trust”) created under The Brink’s Company Pension-Retirement Plan (the “Plan”), a portion of which shall consist of a contribution to the Trust of 2,260,738 shares of the Company’s common stock, par value $1.00 per share (the “Shares”). In order to accomplish such contribution, the Company hereby issues and sells the Shares to the Trust in consideration of the satisfaction of the Company’s future funding obligation to the Trust. By executing this Contribution Agreement (this “Agreement”), Evercore Trust Company, N.A. as investment manager (the “Manager”) of a segregated account in the Trust, accepts the Shares on behalf of the Trust.

The Shares will be subject to the registration rights set forth in the Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”), by and between the Company and the Manager. Pursuant to the Registration Rights Agreement, and in accordance with the terms therein, the Company will agree, for the benefit of the Trust, (i) to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) with respect to the resale of the Shares by the Trust and (ii) to use its reasonable commercial efforts to cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended (the “1933 Act”), and to maintain the effectiveness of such Registration Statement.

(b)

The authorized and outstanding capital stock of the Company as of July 28, 2009, is as set forth in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2009, as filed with the Commission (including any amendment thereof filed prior to the date of this Agreement);

(d)

This Agreement has been duly authorized, executed and delivered by the Company and the Registration Rights Agreement has been duly authorized, executed and delivered by the Company, and each constitutes a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles;

(e)

The issuance of the Shares to the Trust, and the compliance by the Company with all of the provisions of the Registration Rights Agreement and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, nor will such action result in any violation of the provisions of the Amended and Restated Articles of Incorporation or the amended and restated Bylaws of the Company or the charter or bylaws of any of its subsidiaries or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties;

(g)

Neither the Company nor any person acting on its behalf has offered or sold the Shares by means of any general solicitation or general advertising within the meaning of Rule 502(c) under the 1933 Act;

(h)

No commission, within the meaning of Section 408(e)(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or brokerage fee will become due or payable in connection with the execution and delivery of this Agreement or the transactions contemplated hereby, including the contribution of the Shares; and

(i)

Subject to compliance by the Manager with Section 3 hereof and the accuracy of the Manager’s representations stated herein, it is not necessary in connection with the offer, sale and delivery of the Shares by the Company to the Trust to register the Shares under the 1933 Act.

date of contribution for purposes of the minimum funding standards of the Internal Revenue Code of 1986, as amended (the “Code”), and ERISA (without regard to any subsequent adjustments required by such minimum funding standards with respect to interest accrual or investment experience) will not exceed the value of the Shares set forth in this paragraph. The Company represents that it is not required to make a minimum funding contribution to the Trust under Section 412 of the Code with respect to the plan year of the Plan for which the contribution is being made. For purposes of this Agreement, the value of such Shares shall be considered the purchase price paid by the Trust for the Shares.

(c)

Confirms that the Manager has been informed that the Shares are “restricted securities” under the 1933 Act and may not be resold or transferred until the Shares are first registered under the federal securities laws, unless an exemption from such registration is available;

(d)

Is aware of the adoption of Rule 144 under the 1933 Act (“Rule 144”) by the Commission, which permits limited public resale of securities of an issuer acquired in a nonpublic offering, subject to the satisfaction of certain conditions, including, among other things: (i) the availability of certain current public information about such issuer, (ii) such public resale being through a broker in an unsolicited “broker’s transaction”, with a “market maker” or in a “riskless principal transaction” and (iii) the amount of securities being sold during any three (3) month period not exceeding specified limitations;

(e)

Represents that, (i) prior to accepting the contribution of the Shares on behalf of the Trust, it acquired sufficient information about the Company to reach an informed and knowledgeable decision to accept the contribution of the Shares, (ii) it has such knowledge and experience in financial and business matters as to make it capable of evaluating the risks of the prospective investment in the Shares by the Trust and to make an informed investment decision and (iii) the Trust is able to bear the economic risk of its investment in the Shares;

(f)

Agrees that the Trust shall make no disposition of the Shares except pursuant to an effective Registration Statement or, alternatively, if requested by the Company, the Manager shall have provided the Company an opinion of counsel (which opinion of counsel may be rendered by counsel to the Company) in form and substance reasonably satisfactory to the Company, that (i) the proposed disposition does not require registration of the Shares under the 1933 Act or

(ii) all appropriate action necessary for compliance with the registration requirements of the 1933 Act or of any exemption from registration available under the 1933 Act (including Rule 144) has been taken. The Company shall not be required (A) to transfer on its books any Shares that have been sold or transferred in violation of the provisions of this Agreement nor (B) to treat as the owner of the Shares, or otherwise to accord voting or dividend rights to, any transferee to whom the Shares have been transferred in contravention of this Agreement;

(h)

Acknowledges that, in order to reflect the restrictions on the disposition of the Shares, the Shares (i) if contributed to the Trust in book-entry form, will be held in restricted book-entry form by the Company’s transfer agent and (ii) if contributed to the Trust in certificated form, will be endorsed with restrictive legends, including the following legend (or a substantially similar legend):

“The securities represented hereby have not been registered or qualified under the Securities Act of 1933, as amended, or the securities laws of any state, and may be offered and sold only if registered and qualified pursuant to federal and state securities laws or if the Company is provided an opinion of counsel reasonably satisfactory to the Company that registration and qualification under federal and state securities laws is not required.”

4. This Agreement shall be binding upon, and inure solely to the benefit of, the Trust, the Manager, the Company and each person who controls the Company or the Trust, respectively, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any Shares from the Trust shall be deemed a successor or assign solely by reason of such purchase.

6. This Agreement may be executed by the parties hereto in counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof, and upon the acceptance hereof by the Manager, this letter and such acceptance hereof shall constitute a binding agreement between each of the Manager and the Company.

				Very truly yours,

				THE BRINK’S COMPANY

				By:	/s/ Jonathan A. Leon
					Name:	Jonathan A. Leon
					Title:	Treasurer


Accepted as of the date hereof:

EVERCORE TRUST COMPANY, N.A.
	As Investment Manager of a Segregated Account in
	The Brink’s Company Master Trust


By:		/s/ Norman P. Goldberg
		Name:	Norman P. Goldberg
		Title:	Chief Fiduciary Officer