CONTINUING DISCLOSURE UNDERTAKING

     This Continuing  Disclosure  Undertaking (the "Disclosure  Undertaking") is
executed and delivered by The Brink's Company (the "Company") and Wachovia Bank,
National  Association  (the  "Trustee")  in  connection  with  the  issuance  of
$43,160,000  aggregate principal amount of Coal Terminal Revenue Refunding Bonds
(Dominion Terminal Associates Project--Brink's Issue), Series 2003 (the "Bonds")
of Peninsula  Ports  Authority of Virginia (the  "Issuer").  The Bonds are being
issued pursuant to an Indenture of Trust, dated as of September 1, 2003, between
the Issuer and the Trustee (the  "Indenture").  The Issuer and Dominion Terminal
Associates (the  "Partnership") have entered into a Loan Agreement that has been
pledged and assigned by the Issuer to the Trustee for  purposes of  enforcement.
Pittston  Coal  Terminal  Corporation  ("Pittston"),  an  indirect  wholly-owned
subsidiary  of the Company,  has agreed to make payments to the  Partnership  of
amounts sufficient to enable it to pay the principal of and premium, if any, and
interest on the bonds  ("Debt  Service")  pursuant  to an Amended  and  Restated
Throughput and Handling  Agreement  dated as of July 1, 1987, as amended,  among
Pittston,  the  Partnership  and certain  other  companies  named  therein  (the
"Throughput  Agreement").  Payment of Debt  Service has been  guaranteed  by the
Company to the Trustee, for the benefit of the Bondholders, pursuant to a Parent
Company  Guaranty  Agreement  dated  as of  September  1,  2003  (the  "Guaranty
Agreement")  between the Company  and the  Trustee.  The Company and the Trustee
covenant and agree as follows:

     SECTION  1.  Purpose  of  the  Disclosure   Undertaking.   This  Disclosure
Undertaking  is being  executed and delivered by the Company and the Trustee for
the  benefit  of the  Beneficial  Owners of the Bonds and in order to assist the
Participating  Underwriters,  as defined in Rule 15c2-12 of the  Securities  and
Exchange  Commission (the "SEC"),  in complying with Section (b)(5) of the Rule.
The Company is an "obligated person" within the meaning of the Rule. As required
by the Rule, this Disclosure  Undertaking is enforceable by Beneficial Owners of
the Bonds pursuant to Section 10 of this Disclosure Undertaking.

     SECTION 2.  Definitions.  In addition to the  definitions  set forth in the
Indenture,  which  apply  to  any  capitalized  term  used  in  this  Disclosure
Undertaking, the following capitalized terms shall have the following meanings:

          "Virginia  State   Repository"   shall  mean  any  public  or  private
     repository or entity as may be designated by the  Commonwealth  of Virginia
     as a state repository for the purpose of the Rule and recognized as such by
     the SEC. Currently there is no Virginia State Repository.

          "Annual  Financial   Information"  shall  mean  the  annual  financial
     information  provided  by the Company  pursuant  to, and as  described  in,
     Sections 3 and 4 of this Disclosure Undertaking.

          "Beneficial Owner" shall mean any person which has the power, directly
     or  indirectly,  to vote or  consent  with  respect  to, or to  dispose  of
     ownership of, any Bonds,  including  persons holding Bonds through nominees
     or depositories.



<PAGE>

          "Company Disclosure  Representative"  shall mean an authorized officer
     of the  Company or a  designee,  or such other  officer or  employee as the
     Company shall designate in writing to the Trustee from time to time.

          "MSRB"  shall  mean  the   Municipal   Securities   Rulemaking   Board
     established in accordance  with the  provisions of Section  15B(b(1) of the
     1934 Act.

          "National  Repository" shall mean any Nationally  Recognized Municipal
     Securities Information Repository for purposes of the Rule. Currently,  the
     following are National Repositories:

                  Bloomberg Municipal Repository
                  100 Business Park Drive
                  Skillman, New Jersey 08558
                  Phone: (609) 279-3225
                  Fax: (609) 279-5962
                  http://www.bloomberg.com/markets/muni_contactinfo.html
                  Email: munis@bloomberg.com

                  DPC Data Inc.
                  One Executive Drive
                  Fort Lee, NJ 07024
                  Phone: (201) 346-0701
                  Fax: (201) 947-0107
                  http://www.dpcdata.com
                  Email: nrmsir@dpcdata.com

                  FT Interactive Data
                  Attn: NRMSIR
                  100 Williams Street
                  New York, New York 10038
                  Phone: (212) 771-6999
                  Fax: (212) 771-7390 (Secondary Market Information)
                  (212) 771-7391 (Primary Market Information)
                  http://www.interactivedata.com Email: nrmsir@ftid.com

                  Standard & Poor's J. J. Kenny Repository
                  55 Water Street
                  45th Floor
                  New York, NY 10041
                  Phone: (212) 438-4595
                  Fax: (212) 438-3975
                  www.jjkenny.com/jjkenny/pser_descrip_data_rep.html
                  Email: nrmsir_repository@sandp.com


                                       2

<PAGE>


          "Repository"  shall mean each  National  Repository  and the  Virginia
     State Repository, if any.

          "Rule"  shall  mean Rule  15c2-12(b)(5)  adopted  by the SEC under the
     Securities  Exchange  Act of 1934,  as the same may be amended from time to
     time ("1934 Act").

          "Specified  Events"  shall mean any of the events with  respect to the
     Bonds listed in Section 5(a) of this Disclosure Undertaking.

          SECTION 3. Provision of Annual Financial Information.

              (a) The Company  shall  provide  to each  Repository  and  to  the
Trustee its Annual Financial  Information in compliance with the requirements of
Section 4 of this Disclosure Undertaking no later than 10 days after the time it
is required  to file its Form 10-K with the SEC (as such time may be  extended),
or 120 days after the end of its fiscal year (whichever is later) subject to the
grace period  provided in subsection (c), for so long as the Company is required
to file reports under the 1934 Act. The Company Disclosure  Representative shall
advise the Trustee of the Company's  calculation  of the  applicable due date in
order for the Trustee to comply  with  subsection  (c).  The Company may satisfy
such obligations by providing to each National Repository and the Virginia State
Repository,  if any, an annual written notice  indicating that the annual filing
of Form 10-K filed with the SEC in accordance  with SEC rules under the 1934 Act
constitute the Company's Annual Financial Information for such year.

              (b) The Company will prepare its Annual  Financial Information  in
accordance with those accounting  principles  applicable to the periodic reports
it is required to file with the SEC.

              (c) If, on the date  specified  in  subsection  (a) for  providing
the Annual Financial Information to Repositories, the Trustee has not received a
copy of the Annual Financial Information,  the Trustee shall contact the Company
Disclosure  Representative  to  determine if the Company is in  compliance  with
subsection  (a).  If the Company  advises the Trustee  that it has not filed its
Annual  Financial  Information  within a grace period of 10 Business  Days after
being  contacted  by the  Trustee,  the  Trustee  shall  file a notice  with the
Repositories  generally  as set  forth  in  Exhibit  A and as  required  by Rule
15c2-12(b)(5)(i)(D) and with a copy to the Issuer.

     SECTION 4. Content of Annual  Financial  Information.  The Company's Annual
Financial  Information shall consist of financial information and operating data
contained in Form 10-K referenced in the Official  Statement  including  audited
financial  statements  which the Company has filed or is permitted to file under
the 1934 Act.

     SECTION 5. Reporting of Specified Events.

              (a) This Section 5 shall govern  the  giving  of  notices  of  the
occurrence  of any  of the  following  events  with  respect  to the  Bonds,  if
material:

              1. principal and interest payment delinquencies;

                                       3


<PAGE>

              2.  non-payment related defaults;

              3.  unscheduled  draws   on   debt  service  reserves   reflecting
          financial difficulties;

              4.  unscheduled draws on credit enhancements  reflecting financial
          difficulties;

              5.  substitution of   credit  or  liquidity  providers,  or  their
          failure to perform;

              6.  adverse tax opinions or events affecting the tax-exempt status
          of the security;

              7.  modifications to rights of security holders;

              8.  bond calls;

              9.  defeasances;

              10. release,  substitution, or sale of property securing repayment
          of the securities; and

              11. rating changes.

              (b) The Trustee, upon obtaining actual knowledge of the occurrence
of any of the Specified  Events,  shall promptly contact the Company  Disclosure
Representative,  shall  inform  such  person  of any  Specified  Event  that has
occurred,  and shall  request  that the Company  promptly  notify the Trustee in
writing whether to report the event pursuant to subsection (e).

              (c) If the Company  determines  that the occurrence of a Specified
Event is material,  the Company Disclosure  Representative shall promptly notify
the Trustee in writing.  Such notice  shall  instruct  the Trustee to report the
occurrence pursuant to subsection (e).

              (d) If the Company  determines  that the occurrence of a Specified
Event is not material, the Company Disclosure Representative shall so notify the
Trustee  in writing  and  instruct  the  Trustee  not to report  the  occurrence
pursuant to subsection (e).

              (e)  If   the   Trustee   has   been  instructed  by  the  Company
Disclosure  Representative  to report the occurrence of a Specified  Event,  the
Trustee shall file a notice of such occurrence with each National  Repository or
the MSRB and the Virginia  State  Repository,  if any. The Trustee  shall not be
obligated  to  report  the  occurrence  of a  Specified  Event  if  there  is no
instruction  from the Company  Disclosure  Representative.  Notwithstanding  the
foregoing:

              (i) notice  of the  occurrence of a Specified  Event  described in
          subsections  (a)(1),  (4) or (5) shall be given by the Trustee  unless
          the Company Disclosure  Representative  gives the Trustee  affirmative
          instructions not to disclose such occurrence; and

                                       4


<PAGE>

              (ii) notice of Specified  Events  described in subsections  (a)(8)
          and (9) need not be given under this  subsection  any earlier than the
          notice (if any) of the underlying event is given to Beneficial  Owners
          of affected Bonds pursuant to the Indenture.

     SECTION 6. Termination of Reporting  Obligation.  The Company's obligations
under this Disclosure Undertaking shall terminate if the Company is no longer an
obligated person within the meaning of the Rule. The Company's obligations under
this Disclosure Undertaking shall terminate upon the maturity, defeasance, prior
redemption or payment in full of all of the Bonds.

     SECTION 7. Substitution of Obligated Person. The Company shall not transfer
its obligations  under the Guaranty  Agreement  unless the transferee  agrees to
assume all the obligations of the Company under this Disclosure Undertaking.

     SECTION 8. Amendment:  Waiver.  Notwithstanding any other provision of this
Disclosure  Undertaking,  the Company and the Trustee may amend this  Disclosure
Undertaking  (and the Trustee shall consent in its discretion  (such consent not
to be unreasonably  withheld) to any amendment so requested by the Company), and
any provision of this Disclosure Undertaking may be waived, if such amendment or
waiver is supported by an opinion of counsel  reasonably  acceptable  to each of
the Company and the Trustee,  to the effect that such  amendment or waiver would
not, in and of itself,  cause the undertakings herein to violate the Rule taking
into account any subsequent change in or official interpretation of the Rule.

     SECTION 9. Additional  Information.  Nothing in this Disclosure Undertaking
shall be deemed to prevent the Company from disseminating any other information,
using the means of dissemination set forth in this Disclosure Undertaking or any
other means of  communication,  or including any other information in any Annual
Financial  Information or notice of occurrence of a Specified Event, in addition
to that which is required by this Disclosure Undertaking. If the Company chooses
to include any  information  in any Annual  Financial  Information  or notice of
occurrence  of a  Specified  Event in  addition  to that  which is  specifically
required by this  Disclosure  Undertaking,  the Company shall have no obligation
under this  Agreement  to update  such  information  or include it in any future
Annual Financial Information or notice of occurrence of a Specified Event.

     SECTION  10.  Default.  (a) In the event of a  failure  of the  Company  to
provide to the Repositories  the Annual  Financial  Information as undertaken by
the Company in this Disclosure  Undertaking,  the Beneficial  Owner of any Bonds
may take such actions as may be necessary  and  appropriate,  including  seeking
mandamus or specific  performance by court order, to cause the Company to comply
with its  obligations to provide Annual  Financial  Information or notices under
this Disclosure Undertaking.

              (b) Notwithstanding  the  foregoing, no  Beneficial Owner  of  the
Bonds  shall  have  the  right to  challenge  the  content  or  adequacy  of the
information  provided  pursuant  to  Sections  3,  4  or 5  of  this  Disclosure
Undertaking by mandamus,  specific  performance or other  equitable  proceedings
unless the Company  shall have been given ninety (90) days  written  notice by a
Beneficial  Owner  of  the  Bonds  to  remedy  the  alleged  inadequacy  of  the
information provided and unless Beneficial Owners of Bonds representing at least
25%  aggregate  principal  amount  of  Outstanding  Bonds  shall  join  in  such
proceedings.


                                       5

<PAGE>

              (c) A  default  under  this  Disclosure  Undertaking  shall not be
deemed an Event of Default under the Indenture or the Bonds, and the sole remedy
under this Disclosure  Undertaking in the event of any failure of the Company or
the Trustee to comply  with this  Disclosure  Undertaking  shall be an action to
compel performance.

     SECTION 11. Duties,  Immunities and  Liabilities of Trustee.  Article IX of
the Indenture is hereby made  applicable to this  Disclosure  Undertaking  as if
this  Disclosure  Undertaking  were (solely for this  purpose)  contained in the
Indenture. The Trustee shall have only such duties as are specifically set forth
in this Disclosure Undertaking, and the Company agrees to indemnify and save the
Trustee,  its officers,  directors,  employees and agents,  harmless against any
liabilities  which it may incur arising out of or in the exercise or performance
of its powers and duties hereunder,  including the costs and expenses (including
attorneys  fees and expenses) of defending  against any claim of liability,  but
excluding liabilities due to its own negligence or willful misconduct.

     SECTION 12. Beneficiaries.  This Disclosure  Undertaking shall inure solely
to the benefit of the Company,  the Trustee and  Beneficial  Owners from time to
time of the Bonds, and shall create no rights in any other person or entity.

     SECTION 13. Counterparts.  This  Disclosure  Undertaking may be executed in
several counterparts,  each of which shall be an original and all of which shall
constitute but one and the same instrument.

     SECTION 14. Governing Law. This Disclosure Undertaking shall be governed by
the laws of the State of New York.



                                       6


<PAGE>


Date:  September 24, 2003

                                                     THE BRINK'S COMPANY


                               By  /s/ James B. Hartough
                                   ---------------------------------------------
                               Name:   James B. Hartough
                               Title:  Vice President--Corporate Finance
                                       and Treasurer


                               WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee


                               By  /s/ Elizabeth A. Boyd
                                   ---------------------------------------------
                               Name:   Elizabeth A. Boyd
                               Title:  Corporate Trust Officer



                                       7

<PAGE>



                                    EXHIBIT A
                        NOTICE TO REPOSITORIES REGARDING
                              FINANCIAL INFORMATION

Name of Issuer:         Peninsula Ports Authority of Virginia
Name of Bond Issue:     $43,160,000 Coal Terminal Revenue Refunding Bonds
                        (Dominion Terminal Associates Project--Brink's
                        Issue) Series 2003
Name of Company:        The Brink's Company
Date of Issuance:       September 24, 2003

     NOTICE  IS  HEREBY  GIVEN  that the  Company  has not yet  provided  Annual
Financial  Information  with  respect  to the  above-named  Bonds.  The  Company
anticipates that the Annual Financial Information will be filed by [date].

Dated:
        ----------------------------


                      Wachovia Bank, National Association,
                        on behalf of THE BRINK'S COMPANY



Source: OneCLE Business Contracts.