BRINKS CO
EXHIBIT 10.2
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<TYPE>EX-10
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<FILENAME>exhibit102.txt
<DESCRIPTION>EXHIBIT 10.2
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                                                                    EXHIBIT 10.2


                                                             The Brink's Company
                                                              Richmond, Virginia







                                       Non-Employee Directors' Stock Option Plan
                                      as Amended and Restated as of July 8, 2005










                                                                          [LOGO]


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                    NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                    (Amended and Restated as of July 8, 2005)
                    -----------------------------------------


                                    ARTICLE I

                               Purpose of the Plan
                               -------------------

     The Pittston Company Non-Employee Directors' Stock Option Plan (the "Plan")
was amended and restated as of January 14, 2000 to reflect the exchange of .4848
of a share of Pittston Brink's Group Common Stock for each outstanding  share of
Pittston BAX Group Common Stock and .0817 of a share of Pittston  Brink's  Group
Common Stock for each outstanding  share of Pittston Minerals Group Common Stock
(the "Exchange"). The Plan is amended and restated as of May 5, 2003, to reflect
the Company's name change from "The Pittston  Company" to "The Brink's Company,"
as approved by the Company's  shareholders  at its Annual Meeting held on May 2,
2003. As of May 5, 2003,  Pittston Brink's Group Common Stock became The Brink's
Company  Common  Stock.  The  Plan  is  now  The  Brink's  Company  Non-Employee
Directors' Stock Option Plan.

     The purpose of the Plan  continues to be to attract and retain the services
of experienced  independent directors for The Brink's Company (the "Company") by
encouraging them to acquire a proprietary interest in the Company in the form of
shares of The Brink's  Company  Common Stock (the "Common  Stock").  The Company
intends  this Plan to provide  those  directors  with  additional  incentive  to
further the best interests of the Company and its shareholders.


                                   ARTICLE II

                           Administration of the Plan
                           --------------------------

     This Plan shall be  administered  by the Board of  Directors of the Company
(the "Board").  The Board is authorized to interpret this Plan and may from time
to time adopt such rules and  regulations for carrying out this Plan as it deems
best.  All  determinations  by the Board pursuant to the provisions of this Plan
shall be made in  accordance  with and subject to  applicable  provisions of the
Company's by-laws, and all such determinations and related orders or resolutions
of the  Board  shall be  final,  conclusive  and  binding  on all  persons.  All
authority  of the Board  provided  for in or pursuant  to this Plan,  including,
without  limitation,  the authority set forth in Articles III and IX may also be
exercised by the  Compensation  and  Benefits  Committee of the Board or by such
other committee of the Board as the Board may designate for the purpose.



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                                                                               2



                                   ARTICLE III

                 Eligibility; Number and Price of Option Shares
                 ----------------------------------------------

     SECTION  3.01.  Options  shall be granted only to directors  ("Non-Employee
Directors")   who  are  not  also  employees  of  the  Company  or  any  of  its
subsidiaries.

     SECTION 3.02. Subject to the provisions of Section 3.04, the maximum number
of shares of Common Stock which may be issued  pursuant to options granted under
this Plan on and after  January 14,  2000,  shall be (i)  425,874  plus (ii) the
number of shares of each  class of Common  Stock  issuable  pursuant  to options
outstanding  under this Plan on March 17,  1997,  reduced by (iii) the number of
shares of each class of Common  Stock  issued  after March 17, 1997  pursuant to
options  granted under this Plan,  but prior to January 14, 2000.  The number of
shares in (ii) and (iii) shall be adjusted to reflect the Exchange.

     SECTION  3.03.  The  purchase  price per share of Common  Stock  under each
option shall be 100% of the Fair Market Value of a share of Common Stock covered
by such option at the time such option is granted.

     SECTION 3.04.  In the event of any dividend  payable in Common Stock or any
split or combination  of Common Stock,  (a) the number of shares of Common Stock
which may be  issued  under  this Plan  shall be  proportionately  increased  or
decreased,  as the case  may be,  (b) the  number  of  shares  of  Common  Stock
(including shares subject to options not then exercisable)  deliverable pursuant
to grants theretofore made shall be proportionately  increased or decreased,  as
the case may be, and (c) the aggregate  purchase  price of shares subject to any
such grant shall not be changed.  Any option  subsequently  granted  pursuant to
Sections 4.02 and 4.03 shall be for a number of shares  reflecting such increase
or  decrease.  In the  event  of  any  other  recapitalization,  reorganization,
extraordinary  dividend or distribution or restructuring  transaction (including
any  distribution  of shares of stock of any  Subsidiary  or other  property  to
holders of shares of any Common Stock) affecting the shares of Common Stock, the
number of shares of Common  Stock  issuable  pursuant to any option  theretofore
granted (whether or not then exercisable),  and/or the option price per share of
such option, shall be subject to appropriate adjustment; provided, however, that
such option  shall be subject to only such  adjustment  as shall be necessary to
maintain  the  proportionate  interest of the  optionee  and  preserve,  without
exceeding,  the value of such option. In the event of a merger or share exchange
in which  the  Company  will  not  survive  as an  independent,  publicly  owned
corporation,  or in  the  event  of a  consolidation  or of a  sale  of  all  or
substantially  all of the  Company's  assets,  provision  shall  be made for the
protection and continuation of any outstanding  options by the substitution,  on
an equitable  basis,  of such shares of stock,  other  securities,  cash, or any
combination  thereof,  as shall be  appropriate;  provided,  however,  that such
options  shall be  subject  to only such  adjustment  as shall be  necessary  to
maintain  the  proportionate  interest of the  optionee  and  preserve,  without
exceeding, the value of such options.


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                                                                               3


                                  ARTICLE IV

                                Grant of Options
                                ----------------

     SECTION 4.01.  Grants under this Plan shall relate to the Company's  Common
Stock. Each option shall constitute a nonqualified  stock option not intended to
qualify under Section 422 of the Internal  Revenue Code of 1986, as amended (the
"Code").

     SECTION 4.02. On July 1 of each year, each  Non-Employee  Director who is a
member of the  Board as of each such date  shall  automatically  be  granted  an
option  to  purchase  4,000  shares  of  Common  Stock  (or,  in the  case of an
adjustment  pursuant  to Section  3.04 of Article  III,  the number of shares of
Common  Stock  determined  as provided in said Section  3.04).  Each such option
shall be exercisable in full six months after the date of grant.

     SECTION 4.03. All  instruments  evidencing  options granted under this Plan
shall be in such form, consistent with this Plan, as the Board shall determine.


                                    ARTICLE V

                         Non-Transferability of Options
                         ------------------------------

     No option  granted  under this Plan shall be  transferable  by the optionee
otherwise than by will or by the laws of descent and distribution,  and any such
option  shall be  exercised  during the  lifetime  of the  optionee  only by the
optionee  or the  optionee's  duly  appointed  legal  representative;  provided,
however,  that,  in  the  sole  discretion  of  the  Board,  an  option  may  be
transferable to immediate  family members (or to trusts therefor) of an optionee
granted such option on such terms and  conditions as the Board shall  determine.
For the purposes of this provision,  an optionee's  immediate  family shall mean
the optionee's spouse, children and grandchildren (including stepchildren).


                                   ARTICLE VI

                               Exercise of Options
                               -------------------

     SECTION 6.01.  Each option  granted under this Plan shall  terminate on the
tenth anniversary of the date of grant,  unless sooner terminated as provided in
this Plan.  Except in cases  provided  for in Article  VII,  each  option may be
exercised only while the optionee is a Non-Employee Director.


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                                                                               4


     SECTION  6.02.  A person  electing to exercise an option shall give written
notice to the  Company  of such  election  and of the number of shares of Common
Stock such person has elected to purchase,  and shall  tender the full  purchase
price of such  shares,  which  tender  shall be made in cash or cash  equivalent
(which may be such person's personal check) at the time of purchase or in shares
of Common Stock  already  owned by such person (which shares shall be valued for
such purpose on the basis of their Fair Market  Value on the date of  exercise),
or in any combination  thereof.  The Company shall have no obligation to deliver
shares of Common Stock  pursuant to the  exercise of any option,  in whole or in
part,  until the Company receives payment in full of the purchase price thereof.
No optionee or legal  representative,  legatee or  distributee  of such optionee
shall be or be deemed to be a holder of any  shares of Common  Stock  subject to
such option or entitled to any rights as a shareholder of the Company in respect
of any shares of Common Stock covered by such option until such shares have been
paid for in full and issued by the Company.


                                   ARTICLE VII

                             Termination of Options
                             ----------------------

     SECTION 7.01. In the case of a Non-Employee Director who ceases to serve as
such for any reason other than voluntary resignation  (excluding  retirement) or
failure to stand for  reelection  notwithstanding  an  invitation to continue to
serve as a Non-Employee  Director and is entitled to receive a distribution from
The Brink's Company  Directors' Stock  Accumulation  Plan, (a) any option to the
extent exercisable at the date of ceasing so to serve may be exercised,  and (b)
any option  that is not yet  exercisable  at the date of such  cessation  may be
exercised  on or after  the date on which it would  become  exercisable  had the
optionee  continued  to  serve  as a  Non-Employee  Director  until  such  date;
provided,  however,  that no option may be  exercised  after the  earlier of (i)
three years after the optionee's cessation of service as a Non-Employee Director
or (ii) the termination date of the option.

     SECTION 7.02. In the case of a Non-Employee Director who dies while serving
as  such  or  within  six  months  of his  or  her  cessation  of  service  as a
Non-Employee  Director (under the circumstances  described in Section 7.01), all
the Non-Employee Director's outstanding options shall be fully vested and may be
exercised  within one year after the date of such death,  but not later than the
termination date of the option,  by the person designated in the optionee's last
will and testament or, if none, by the legal  representative  of the  optionee's
estate.

     SECTION 7.03.  In the case of a  Non-Employee  Director  (other than one to
whom Section  7.02  applies)  who dies after  ceasing to serve as such,  all the
Non-Employee  Director's  options shall be terminated  except that any option to
the extent exercisable by the Non-Employee Director at the date of ceasing so to
serve may be  exercised  within one year after the date of death,  but not later
than the termination date of the option,  by the Non-Employee  Director's estate
or by the person  designated  in the  Non-Employee  Director's  estate or by the
person designated in the Non-Employee Director's last will and testament.


<PAGE>


                                                                               5


     SECTION 7.04.  In the case of a  Non-Employee  Director  (other than one to
whom Section 7.01,  7.02 or 7.03 is applicable)  who ceases to serve as such for
any reason,  all the Non-Employee  Director's options shall be terminated except
that any option to the extent exercisable at the date of ceasing so to serve may
be exercised within one year after such date, but not later than the termination
date of the option.


                                  ARTICLE VIII

                            Miscellaneous Provisions
                            ------------------------

     SECTION 8.01. Each option shall be subject to the  requirement  that, if at
any  time  the  Board  shall   determine  that  the  listing,   registration  or
qualification  of the shares of Common  Stock  subject to such  option  upon any
securities  exchange  or under any  state or  Federal  law,  or the  consent  or
approval of any  governmental  regulatory  body,  is necessary or desirable as a
condition of, or in connection with, the granting of such option or the issue of
Common Stock pursuant thereto, no option may be exercised,  in whole or in part,
unless such listing, registration, qualification, consent or approval shall have
been effected or obtained free from any conditions not reasonably  acceptable to
the Board.

     SECTION 8.02.  The Company may establish  appropriate  procedures to ensure
payment or withholding of such income or other taxes, if any, as may be provided
by law to be paid or withheld in  connection  with the issue of shares of Common
Stock under this Plan.

     SECTION  8.03.  Nothing in this Plan shall be construed  either to give any
Non-Employee  Director any right to be retained in the service of the Company or
to limit the power of the Board to adopt  additional  compensation  arrangements
(either  generally or in specific  instances) for directors of the Company or to
change such arrangements as in effect at any time.


                                   ARTICLE IX

                         Plan Termination and Amendments
                         -------------------------------

     SECTION 9.01.  The Board may terminate this Plan at any time, but this Plan
shall in any event  terminate on May 11, 2008,  and no options may thereafter be
granted,  unless the  shareholders  shall have approved its  extension.  Options
granted in accordance  with this Plan prior to the date of its  termination  may
extend beyond that date.

     SECTION 9.02. The Board may from time to time amend, modify or suspend this
Plan,  but no  such  amendment  or  modification  without  the  approval  of the
shareholders shall:


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                                                                               6



          (a) increase the maximum number  (determined as provided in this Plan)
     of shares of Common  Stock  which  may be issued  pursuant  to all  options
     granted under this Plan;

          (b) permit the grant of any option at a purchase  price less than 100%
     of the Fair Market Value of the Common Stock  covered by such option at the
     time such option is granted;

          (c) permit the exercise of an option unless  arrangements  are made to
     ensure that the full purchase price of the shares as to which the option is
     exercised is paid at the time of exercise; or

          (d) extend beyond May 11, 2008, the period during which options may be
     granted.


                                    ARTICLE X

                                   Definitions
                                   -----------

     Wherever  used in this Plan,  the  following  terms shall have the meanings
indicated:

     Fair Market Value:  With respect to shares of Common Stock,  the average of
the high and low  quoted  sale  prices  of a share of such  stock on the date in
question (or, if there is no reported  sale on such date, on the last  preceding
date on  which  any  reported  sale  occurred)  on the New York  Stock  Exchange
Composite Transactions Tape.

     Subsidiary: Any corporation of which stock representing at least 50% of the
ordinary voting power is owned, directly or indirectly, by the Company.



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