EXHIBIT 99.3



           Amendment to The Brink's Company Pension Equalization Plan

The  Company's  Pension  Equalization  Plan is  hereby  amended  to  insert  the
following sentences at the end of Section 5, Amendment and Termination:

     The  Company's  Administrative  Committee  may  take  any and  all  actions
     necessary to ensure that the applicable  portions of the Equalization  Plan
     and the benefits  accrued  thereunder  after  December 31, 2004 satisfy the
     American Jobs Creation Act of 2004 and the regulatory guidance  promulgated
     thereunder,  and may take all such actions  retroactively,  notwithstanding
     any Equalization Plan provisions to the contrary;  provided,  however, that
     no such actions may be effective before November 18, 2004.