Common use of Redemption; No Sinking Fund Clause in Contracts

Redemption; No Sinking Fund. (a) Prior to December 15, 2049, the Notes are subject to redemption, in whole or in part, at any time, at the option of the Company, at a redemption price equal to the greater of: (i) 100% of the principal amount of Notes then outstanding to be redeemed, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes then outstanding to be redeemed that would be due if such Notes matured on December 15, 2049 (not including any portion of such payments of interest accrued as of the redemption date) discounted to the redemption date on a semiannual basis (computed based on a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus twenty basis points (0.20%), as calculated by an Independent Investment Banker, plus, in either of the above cases, accrued and unpaid interest thereon to the redemption date. From and after December 15, 2049, the Notes are subject to redemption in whole or in part at the option of the Company at a redemption price equal to 100% of the principal amount of Notes then outstanding to be redeemed plus accrued and unpaid interest thereon to the redemption date. (b) The Company will deliver a notice of redemption at least 30 days but no more than 60 days before the redemption date to each Holder of Notes to be redeemed. If the Company elects to partially redeem the Notes, the Trustee will select in a fair and appropriate manner the Notes to be redeemed (or, in the case of Notes held in global form, the Depositary will select the Notes to be redeemed in accordance with its standard procedures). (c) Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption. (d) The Notes are not entitled to the benefit of any sinking fund or analogous provision.

Redemption; No Sinking Fund. (a) Prior to December November 15, 20492044, the Notes are subject to redemption, in whole or in part, at any time, at the option of the Company, at a redemption price equal to the greater of: (i) 100% of the principal amount of Notes then outstanding to be redeemed, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes then outstanding to be redeemed that would be due if such Notes matured on December November 15, 2049 2044 (not including any portion of such payments of interest accrued as of the redemption date) discounted to the redemption date on a semiannual basis (computed based on a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus twenty 20 basis points (0.20%), as calculated by an Independent Investment Banker, plus, in either of the above cases, accrued and unpaid interest thereon to the redemption date. From and after December November 15, 20492044, the Notes are subject to redemption in whole or in part at the option of the Company at a redemption price equal to 100% of the principal amount of Notes then outstanding to be redeemed plus accrued and unpaid interest thereon to the redemption date. (b) The Company will deliver a notice of redemption at least 30 days but no more than 60 days before the redemption date to each Holder of Notes to be redeemed. If the Company elects to partially redeem the Notes, the Trustee will select in a fair and appropriate manner the Notes to be redeemed (or, in the case of Notes held in global form, the Depositary will select the Notes to be redeemed in accordance with its standard procedures). (c) Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption. (d) The Notes are not entitled to the benefit of any sinking fund or analogous provision.

Redemption; No Sinking Fund. (a) Prior to December 15The outstanding shares of Series A Preferred Stock may be redeemed at the option of the Board of Directors as a whole, 2049, the Notes are subject to redemption, in whole or but not in part, at any timetime at which, at in the option good faith determination of the CompanyBoard of Directors, no person beneficially owns more than 10% of the aggregate voting power represented by all the outstanding shares of capital stock of the Corporation generally entitled to vote in the election of Directors of the Corporation, at a redemption cash price per share equal to the greater of: (i) 100125% of the principal amount product of Notes then outstanding to be redeemedthe Brink's Formula Number times the Brink's Stock Market Value (as such term is hereinafter defined), or plus (ii) the sum of the present values of the remaining scheduled payments of principal and interest all dividends which on the Notes then outstanding redemption date have accrued on the shares to be redeemed that would and have not been paid or declared and a sum sufficient for the payment thereof set apart, without interest. The "Brink's Stock Market Value" on any date shall be due if such Notes matured on December 15, 2049 (not including any portion of such payments of interest accrued as deemed to be the average of the redemption date) discounted daily closing prices, per share, of Brink's Stock for the 30 consecutive Trading Days immediately prior to the redemption date in question. The closing price for each Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on a semiannual basis (computed based on a 360-day year consisting such Trading Day, the average of twelve 30-day months) at the Treasury Rateclosing bid and asked prices, plus twenty basis points (0.20%), as calculated by an Independent Investment Banker, plusregular way, in either case as reported in the principal consolidated transaction reporting system if Brink's Stock is listed or admitted to trading on a national securities exchange or, if Brink's Stock is not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the above cases, accrued high bid and unpaid interest thereon to the redemption date. From and after December 15, 2049, the Notes are subject to redemption in whole or in part at the option of the Company at a redemption price equal to 100% of the principal amount of Notes then outstanding to be redeemed plus accrued and unpaid interest thereon to the redemption date. (b) The Company will deliver a notice of redemption at least 30 days but no more than 60 days before the redemption date to each Holder of Notes to be redeemed. If the Company elects to partially redeem the Notes, the Trustee will select in a fair and appropriate manner the Notes to be redeemed (or, low asked prices in the case over-the-counter market, as reported by the National Association of Notes held in global formSecurities Dealers, the Depositary will select the Notes to be redeemed in accordance with its standard procedures). (c) Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes Inc. Automated Quotations System or portions thereof called for redemption. (d) The Notes are not entitled to the benefit of any sinking fund or analogous provision.such

Redemption; No Sinking Fund. (a) Prior to December 15, 20492047, the Notes are subject to redemption, in whole or in part, at any time, at the option of the Company, at a redemption price equal to the greater of: (i) 100% of the principal amount of Notes then outstanding to be redeemed, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes then outstanding to be redeemed that would be due if such Notes matured on December 15, 2049 2047 (not including any portion of such payments of interest accrued as of the redemption date) discounted to the redemption date on a semiannual basis (computed based on a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus twenty basis points (0.20%), as calculated by an Independent Investment Banker, plus, in either of the above cases, accrued and unpaid interest thereon to the redemption date. From and after December 15, 20492047, the Notes are subject to redemption in whole or in part at the option of the Company at a redemption price equal to 100% of the principal amount of Notes then outstanding to be redeemed plus accrued and unpaid interest thereon to the redemption date. (b) The Company will deliver a notice of redemption at least 30 days but no more than 60 days before the redemption date to each Holder of Notes to be redeemed. If the Company elects to partially redeem the Notes, the Trustee will select in a fair and appropriate manner the Notes to be redeemed (or, in the case of Notes held in global form, the Depositary will select the Notes to be redeemed in accordance with its standard procedures). (c) Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption. (d) The Notes are not entitled to the benefit of any sinking fund or analogous provision.. ARTICLE THREE

Redemption; No Sinking Fund. (a) Prior Subject to December 15the provisions of this ---------------------------- Section 7, 2049except as otherwise may be specified in this Note, the Notes are subject Corporation shall have the right to redemptionredeem the Notes, in whole or in part, at any time, at the option of the Company, at a redemption price equal to the greater of: (i) 100% of the principal amount of Notes then outstanding to be redeemed, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes then outstanding to be redeemed that would be due if such Notes matured on December 15, 2049 (not including any portion of such payments of interest accrued as of the redemption date) discounted to the redemption date on a semiannual basis (computed based on a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus twenty basis points (0.20%), as calculated by an Independent Investment Banker, plus, in either of the above cases, accrued and unpaid interest thereon to the redemption date. From and after December 15, 2049, the Notes are subject to redemption in whole or in part at the option of the Company at a redemption price equal to 100% of the principal amount of Notes then outstanding to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption date(the "Redemption Price"). If the Corporation redeems all of the Notes in full by February 11, 2001, the aggregate Redemption Price shall be reduced by $5,000. Any redemption pursuant to this Section 7 shall be made upon not less than 30 days nor more than 60 days notice to the Holder of the Notes, at the Redemption Price. If the Notes are only partially redeemed pursuant to this Section 7, the Notes shall be redeemed pro rata or by lot or in such other manner as the Corporation shall deem appropriate and fair in its discretion. The Redemption Price shall be paid prior to 12:00 noon, Chicago time, on the date of such redemption or at such earlier time as the Corporation determines. (b) The Company will deliver In case the Corporation shall desire to exercise such right to redeem all or, as the case may be, a portion of the Notes in accordance with the right reserved so to do, the Corporation shall give notice of such redemption to holders of the Notes to be redeemed by mailing, first class postage prepaid, a notice of such redemption at least not less than 30 days but no and not more than 60 days before the date fixed for redemption date to each Holder such holders at their last addresses as they shall appear upon the records of Notes the Corporation unless a shorter period is specified in the Note to be redeemed. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered Holder receives the notice. In any case, failure duly to give such notice to the Holder of any Note designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Note. Each such notice of redemption shall specify the date fixed for redemption and the Redemption Price and shall state that payment of the Redemption Price shall be made upon presentation and surrender of such Note, that interest accrued to the date fixed for redemption shall be paid as specified in said notice and that from and after said date interest shall cease to accrue. If less than all the Notes are to be redeemed, the notice to the holders of the Notes shall specify the portion of the principal amount thereof to be redeemed, in minimum denominations of $1,000,000 or any amount in excess thereof which is an integral multiple of $1,000,000 (to the extent feasible). If the Company elects to partially redeem the Notes, the Trustee will select in a fair and appropriate manner the Notes to be redeemed (or, in the case of Notes held in global form, the Depositary will select the Notes are to be redeemed in accordance with its standard procedures). (c) Unless part only, the Company defaults in payment of the redemption price, notice shall also state that on and after the redemption date, upon surrender of such Notes, a new Note or Notes in principal amount equal to the unredeemed portion thereof shall be issued. (c) If the giving of notice of redemption shall have been completed as above provided, the Notes or portions of Notes to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable Redemption Price, and interest will on such Notes or portions of Notes shall cease to accrue on and after the Notes or portions thereof called date fixed for redemption, unless the Corporation shall default in the payment of such Redemption Price with respect to any such Note or portion thereof. On presentation and surrender of such Note on or after the date fixed for redemption at the place of payment specified in the notice, said Note shall be paid and redeemed at the Redemption Price (but if the date fixed for redemption is an interest payment date, the interest installment payable on such date shall be payable to the registered Holder at the close of business on the applicable record date). (d) The Notes are not entitled Upon presentation of any Note that is to be redeemed in part only, the Corporation shall execute, authenticate and deliver to the benefit Holder thereof, at the expense of the Corporation, a new Note of authorized denomination in principal amount equal to the unredeemed portion of the Note so presented. (e) This Note is not subject to redemption at any time at the election of the Holder prior to the Date of Maturity, and is not subject to any sinking fund or analogous provisionfund.