EXHIBIT 99.4
THE BRINK'S COMPANY
Amendment No. 6 to the
Amended and Restated Trust Agreement
Dated December 1, 1997
AMENDMENT NO. 6 TO THE AMENDED AND RESTATED TRUST AGREEMENT, dated as of
December 1, 1997 ("Trust Agreement"), made as of the 22nd day of November, 2004,
by and between THE BRINK'S COMPANY (the "Company") and J. P. MORGAN CHASE BANK,
N.A., as Trustee (the "Trustee").
Pursuant to Section 13(a) of the Trust Agreement, the Company and the
Trustee agree to amend the Trust Agreement by substituting the following
language as Section 2(f) of the Trust Agreement:
(f) Anything in this Agreement notwithstanding, the Company shall contribute to
the Trust as follows:
(i) The Company shall contribute in periodic payments on or before December
31, 2004, August 1, 2005, and August 1, 2006. The amount payable on or
before December 31, 2004, shall be equal to one-third of the difference
between the Accumulated Benefit Obligation Amount (as defined below) under
the Plan and Contracts as of December 31, 2003, and the value of Trust
assets on such date. The amount payable on or before August 1, 2005, shall
be equal to one-half of the difference between the Accumulated Benefit
Obligation Amount under the Plan and Contracts as of December 31, 2004, and
the value of Trust assets as of December 31, 2004. The amount payable on or
before August 1, 2006, shall be the Accumulated Benefit Obligation Amount
under the Plan and Contracts as of December 31, 2005, less the value of
Trust assets as of December 31, 2005. Thereafter, within 210 days after the
end of each Plan Year or soon thereafter as is practicable, the Company
shall contribute to the Trust in an amount so that the Trust will have
sufficient assets to fund all Accumulated Benefit Obligation Amount
determined as in effect at the end of such Plan Year. Contributions to the
Trust made pursuant to this Trust section 2(f)(i) shall be irrevocable to
the extent the assets held in the Trust do not exceed the Projected Benefit
Obligations under the Plan and Contracts as of the last day of the
preceding Plan Year. In the event that assets of the Trust exceed the
Projected Benefit Obligations under the Plan and Contracts as of the last
day of the preceding Plan Year, the Company shall retain a power of
appointment exercisable by the Company to revert the excess assets to
itself within 210 days after the end of such Plan Year or as soon
thereafter as is practicable. Upon a Change in Control, all contributions
made to the Trust shall be irrevocable and no assets of the Trust shall
revert to the Company until all obligations under the Plan and Contracts
have been satisfied.
(ii) On the date that a Change in Control occurs, to the extent that the
assets of the Trust are less than the Projected Benefit Obligations under
the Plan and Contracts as of such date, the Company shall make, within 90
days following such Change in Control, an additional irrevocable
contribution to the Trust in an amount so that the Trust will have
sufficient assets to fund all Projected Benefit Obligations as of the date
the Change in Control occurred.
(iii) The amount of any such contributions required under items (i) and
(ii) above shall be determined by Mercer Human Resources Consulting (or
another nationally recognized firm of actuaries selected by the Company) as
the amount needed to provide "Projected Benefit Obligations" (as defined
herein) or Accumulated Benefit Obligations (as defined herein), as
applicable, under the Plan and Contracts. Projected Benefit Obligations
shall be the actuarial present value as of a specified date of all benefits
under the Plan and Contracts based on (a) service to the date of
determination, (b) estimated future compensation levels and (c) the
actuarial assumptions used under The Brink's Company Pension-Retirement
Plan (the "Pension Plan") for funding purposes (including the interest
rate, mortality table and projected salary increases used therein).
Projected Benefit Obligation shall reflect the lump-sum benefit option
available under the Plan.
Accumulated Benefit Obligation Amount shall be the product of: (i) the
actuarial present value as of a specified date of all benefits under the
Plan and Contracts based on (a) service to the date of determination, (b)
the actuarial assumptions used under the Pension Plan for funding purposes
(including the interest rate and mortality table used therein), and (c) a
reflection of the lump-sum benefit option under the Plan, multiplied by
(ii) the funded percentage (on an accumulated benefit obligation basis) of
the Pension Plan, which will in no event exceed 100%.
IN WITNESS WHEREOF, the Parties have executed this Amendment No. 6 as of
November 22, 2004.
THE BRINK'S COMPANY
By: /s/ Austin F. Reed
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Austin F. Reed, Vice President
J. P. MORGAN CHASE BANK, N.A., Trustee
By: /s/ Peter J. Coghill
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Peter J. Coghill, Vice President