Amended and Restated Trust Agreement

 

                                                                    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 

Basic Info X:

Name: Amended and Restated Trust Agreement
Type: Trust Agreement
Date: Nov. 4, 2004
Company: BRINKS CO
State: Virginia

Other info: