Part B of the C&C Profit Sharing Scheme

AGM DISPLAY COPY

C&C GROUP PLC

Part B of the C&C Profit Sharing Scheme

(the "UK SIP")

Approved and adopted by the Company on 30 April 2004

Amended by the Board of Directors of the Company and approved by HMRC on 18 October 2011

[Highlighting amendments to be approved by the Company's shareholders at the Annual General Meeting held on [27 June 2012]]

[Subject to shareholder approval, no Awards may be made after 27 June 2022]

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HIGHLIGHTED AMENDMENTS SUBJECT TO HMRC AND

SHAREHOLDER APPROVAL ON 27 JUNE 2012

(amended by the board of directors of c&c group plc and amendments approved by hmrc on 18 october 2011

)

Part B: For UK tax resident participants

1. DEFINITIONSANDINTERPRETATION

(1) In this Scheme, unless the context otherwise requires:

"Acquisition Date" means:

(a) in relation to Partnership Shares, the date set by the Trustees in relation to the Award, being a date not later than 30 days after the last date on which the Partnership Share Money to be applied in acquiring the Partnership Shares was deducted; and

(b) in relation to Dividend Shares, the date set by the Trustees in relation to the acquisition of such Shares, being a date within 30 days after the dividend is received by them;

"Admission Date" means the date on which the Shares are admitted to the Official List of The Irish Stock Exchange Limited;

"Associated Company" has the same meaning as in paragraph 94 of the Schedule;

"Award Date" means the date on which Free Shares or Matching Shares are awarded;

"Award" means:

(a) in relation to Free Shares and Matching Shares, the appropriation of Free Shares and Matching Shares under the Scheme; and

(b) in relation to Partnership Shares, the acquisition of Partnership Shares on behalf of Qualifying Employees under the Scheme;

"the Board" means the board of directors of the Company or a committee appointed by them;

"Capital Receipt" has the same meaning as in section 502 of ITEPA;

"Close Company" has the same meaning as in section 989 of the Income Tax Act 2007 (as applied by paragraph 20(4) of the Schedule for the purposes of Rule 3(2));

"the Company" means C&C Group plc registered in Ireland No. 383466;

"Connected Company" has the same meaning as in paragraph 18 of the Schedule;

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"Control" has the same meaning as in section 995 of the Income Tax Act 2007;"CTA 2010" means the Corporation Tax Act 2010;

"Dealing Day" means a day on which the Stock Exchange is open for the transaction of business;

"the Deed" means the trust instrument intended to be made following the adoption of the Scheme by the Company in connection with the Scheme;

"Dividend Shares" means Shares acquired on behalf of a Participant from reinvestment of dividends under Rule 11 of the Scheme;

"Free Share Agreement" means an agreement relating to Free Shares and entered into between a Participant and the Company;

"Free Shares" means Shares awarded under Rule 8 of the Scheme;

"Group Scheme" means the Scheme as established by the Company and extending to its Subsidiaries which are Participating Companies;

"HMRC" means Her Majesty's Revenue and Customs;

"Holding Period" means:

(a) in relation to Free Shares, the period specified by the Board as mentioned in Rule 8(13);

(b) in relation to Matching Shares. the period specified by the Board as mentioned in Rule 10(5); and

(c) in relation to Dividend Shares, the period of three years from the Acquisition Date;

"Initial Market Value" means the Market Value of a Share on an Award Date and, where the Share is subject to a restriction or risk of forfeiture, the Market Value shall be determined without reference to that restriction or risk;

"ITEPA" means the Income Tax (Earnings and Pensions) Act 2003;

"ITTOIA" means the Income Tax (Trading and Other Income) Act 2005;

"Market Value" means on any day:

(a) where all the Shares comprising an Award are quoted on the Daily Official List of the London Stock Exchange and were purchased by the Trustees over five or fewer consecutive Dealing Days ending on the Award Date, the price at which such Shares were purchased and, where Shares were purchased at different times and at different prices, the average of the prices paid by the Trustees in the purchase of those Shares; or

(b) if the Shares to be awarded on that day were not purchased by the Trustees in accordance with paragraph (a) above and the Shares are quoted on the Daily Official List of the London Stock Exchange, the average of the middle market quotations of a Share as derived from that list on the three preceding Dealing Days or such other Dealing Day or Days as agreed in advance with HMRC; or

(c) if the Shares have not been admitted to the Daily Official List of the London Stock Exchange, the market value of a Share determined in accordance with the provisions of PART VIII of the Taxation of Chargeable Gains Act 1992 and agreed for the purposes of the Plan with HMRC Shares and Assets Valuation on or before that day;

"Matching Shares" means Shares awarded under Rule 10 of the Scheme and which are subject to the Scheme;

"Material Interest" has the same meaning as in paragraph 20 of the Schedule;

"NICs" means National Insurance contributions;

"Participant" means an individual who has received an Award of Free Shares, Matching Shares or Partnership Shares, or on whose behalf Dividend Shares have been acquired;;

"Participating Company" means the Company and any Subsidiary to which for the time being the Scheme is expressed to extend by the Board;

"Partnership Shares" means Shares awarded under Part B of the Scheme and which are subject to the Scheme;

"Partnership Share Agreement" means an agreement relating to Partnership Shares (and if appropriate Matching Shares) awarded under the Scheme;

"Partnership Share Money" means money deducted from a Qualifying Employee's Salary pursuant to a Partnership Share Agreement and held by the Trustees to acquire Partnership Shares or to be returned to such a person; and

"PAYE" means the requirements of Pay As You Earn as prescribed by Part 11 of ITEPA or PAYE regulations under section 684 of ITEPA;

"Performance Allowances" means the criteria for an Award of Free Shares where:

(a) whether or not Shares will be awarded; or

(b) the number or value of Shares to be awarded

is conditional on performance targets being met;

"Qualifying Company" has the same meaning as in paragraph 17 of the Schedule;

"Qualifying Corporate Bond" has the same meaning as in section 117 of the Taxation of Chargeable Gains Act 1992;

"Qualifying Employee" means an employee who must be invited to participate in an award in accordance with Rule 3(4) and any employee who the Company has invited in accordance with Rule 3(5);

"Qualifying Period" means:

(a) in the case of Free Shares, 18 months before the Award is made or such other period not exceeding that period as the Board may determine relation to the Award; and

(b) in the case of Partnership Shares and Matching Shares, 18 months before the deduction of Partnership Share Money relating to the Award or such other period not exceeding that period as the Board may determine in relation to the Award;

"Redundancy" has the same meaning as in the Employment Rights Act 1996;

"Relevant Employment" means employment by the Company or any Associated Company;

"Retirement Age" means age 65 years;

"Rule" means a rule of Part B of the Scheme;

"Salary" has the same meaning as in paragraph 43 of the Schedule;

"the Schedule" means Schedule 2 to ITEPA;

"the Scheme" means, for Awards made under this Part B of the C&C Profit Sharing Scheme, the rules set out in that Part;

"Scheme Shares" means:

(a) Free Shares or Matching Shares awarded to Participants;

(b) Partnership Shares or Dividend Shares acquired on behalf of Participants; and

"Scheme Termination Notice" means a notice issued under paragraph 89 of the Schedule;

"Shares" means ordinary shares in the capital of the Company which comply with the conditions set out in paragraph 25 of the Schedule;

"the Stock Exchange" means the Irish Stock Exchange;

"Subsidiary" means a body corporate which is a subsidiary of the Company (within the meaning of section 1159 of the Companies Act 2006) and of which the Company has Control;

"Tax Year" means a year beginning on 6 April and ending on the following 5 April;

"Taxes Act" means the Income and Corporation Taxes Act 1988;

"the Trustees" means the trustees or trustee for the time being of the Deed;

"the Trust Fund" means all assets transferred to the Trustees to be held on the terms of the Deed and the assets from time to time representing such assets, including any accumulations of income;

"the Trust Period" means the period of 80 years beginning with the date of the Deed.

(2) Any reference in this Scheme to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted.

(3) Words of the feminine gender shall include the masculine and vice versa and words in the singular shall include the plural and vice versa unless, in either case, the context otherwise requires or it is otherwise stated.

(4) Expressions in italics are for guidance only and do not form part of the Scheme.

2. purpose of the SCHEME

The purpose of the Scheme is to enable employees of Participating Companies to be awarded Shares in the Company which give them a continuing stake in the Company.

3. eligibility of individuals

(1) Individuals may participate in an Award of Free, Partnership or Matching Shares only if:

(a) they are employees of a Participating Company on the date on which the Award is made;

(b) they have been employees of a Qualifying Company at all times during any Qualifying Period; and

(2) Individuals are not eligible to participate in an Award of Free, Partnership or Matching Shares if they have, or within the preceding twelve months have had, a Material Interest in:

(a) a Close Company whose Shares may be appropriated or acquired under the Scheme; or

(b) a company which has Control of such a company or is a member of a consortium which owns such a company.

(3) Individuals are not eligible to participate in an Award in any Tax Year if at the same time they are to participate in an award of shares under another scheme established by the Company or a Connected Company and approved under the Schedule or if they would have participated in such a scheme but for failure to meet the relevant performance allowances for that scheme.

Employees who must be invited to participate in Awards

(4) Individuals shall be invited to participate in the Scheme if they meet the requirements in Rule 3(1) and are chargeable to UK tax under paragraph 8(2) of the Schedule in respect of their employment.

Employees who may be invited to participate in Awards

(5) The Board may also invite any employee who meets the requirements in Rule 3(1) to participate in the Scheme.

Participation in more than one connected Share Incentive Scheme

(6) If an individual participates in an Award of Shares under the Scheme in a Tax Year in which he has already participated in an award of shares under one or more other schemes established by the Company or Connected Company and approved under the Schedule, Rule 8(4), 9(3) and Rule 11(6) shall apply as if the Scheme and the other scheme or schemes were a single scheme.

Relevant dates of eligibility

(7) The relevant dates mentioned in Rule 3.1 (Eligibility of Individuals) are:

(a) in the case of Free Shares, the date on which the Award of such shares is made; and

(b) in the case of Partnership Shares or Matching Shares, the date on which the Partnership Share Money relating to the Award is first deducted.

4. participation on same terms

(1) Subject to Rule 8(11), every Qualifying Employee who is invited to participate in an Award made under this Scheme shall be invited to participate on the same terms and those who do participate shall do so on the same terms.

(2) The Company may make an Award of Free Shares to Qualifying Employees by reference to their remuneration, length of service, hours worked or their performance as set out in Rule 8(5).

5. LIMITS

(1) No shares shall be issued or treasury shares transferred to the Trustees under the Scheme which would, at the time they are issued or transferred, cause the aggregate of:

(a) the number of shares issued and treasury shares transferred to the Trustees under this Scheme in the period of 10 years ending on that date or, if shorter in the period commencing the day after the Admission Date and ending with the proposed date of issue or transfer, and