CRH GROUP SERVICES LIMITED SUPPLEMENTAL DEED

A Trust Deed was executed on the 8th day of April 1997 between the parties hereto with rules appended thereto (“the Rules”).

The parties hereto have agreed to amend the Rules in the manner set out in this Agreement.

The parties hereto have further agreed that all other terms of the Trust Deed and the Rules shall continue in full force and effect and that the terms defined in the Trust Deed and the Rules bear the same meaning wherever used herein.

The definition of ‘Eligible Employee’ in Rule 1 headed ‘Definitions’ shall be amended by the deletion of the words ‘A permanent full-time’ from paragraph (1) thereof and the insertion of the word ‘An’ in their stead so that the definition of ‘Eligible Employee’ in the Rules shall now read:

An employee being a person, including a full-time director or officer holding a salaried employment or office of the Company:

whose remuneration is subject to Irish Income Tax under Schedule E, and

who has been in the continuous service of the Group for a period of not less than one (1) year ending on the 1st November preceding the Announcement Date.

Any other employees and directors (including part-time employees and part-time directors) of the Company whom the Board, at its discretion, invites to participate in the Scheme.

The Rules with the aforesaid amendments incorporated therein are appended hereto and initialled by the signatories to this Deed for identification purposes.

PRESENT when the Common Seal

of CRH SERVICES LIMITED

was affixed hereto:

PRESENT when the Common Seal

of G.S.O’B TRUSTEES LIMITED

was affixed hereto:

Definitions

Operation of the Scheme

As soon as reasonable following approval by the Board of an amount, if any, available for the purposes of the Scheme:

The Board shall determine which employees of the Company are Eligible Employees as defined in Rule 1 and forthwith inform the Trustee accordingly;

The Company shall inform each Eligible Employee of his Individual Entitlement and invite him to participate in the Scheme by completing within fourteen (14) days a form of acceptance for this purpose;

Any Eligible Employee who wishes to participate in the Scheme shall contract with the Company in accordance with the terms of Rule 8 (b) below. Failure to comply with this requirement shall preclude such Eligible Employee from participating in the Scheme;

The Company shall, in accordance with such requirements as the Trustee may from time to time specify, prepare and make available to the Trustee the name and address and the Individual Entitlement and Individual Share Allocation of each Eligible Employee who has elected to participate in the Scheme.

On or before each Appropriation Date the Company shall make available to the Trustee in respect of each Eligible Employee who has contracted to participate such sum as the Eligible Employee has elected to have appropriated to him under the Scheme on condition that such sum is applied by the Trustee in the acquisition (by purchase, subscription or otherwise) of Shares before the expiry of the period of nine (9) months after the immediately preceding Announcement Date or such longer period as the Revenue Commissioners may allow.

(a)          The Trustee shall as soon as reasonable following the Announcement Date:

determine the Initial Market Value and the number of Shares to be appropriated on the Appropriation Date;

apply the sum made available by the Company pursuant to Rule 2 (b) hereof in subscribing for Shares at the Initial Market Value, or in purchasing Shares, for each Eligible Employee who has contracted to participate in the Scheme, provided that, in each case, such remaining part thereof which is less than the subscription price or purchase price (as the case may be) of a single Share shall be used by the Trustee to defray the expenses of the Scheme; and

appropriate the Shares to Eligible Employees who have contracted to participate and shall, as soon as practicable after such appropriation, notify each such Participant of the number and description of Shares so appropriated to him, their Initial Market Value and the date on which such appropriation took place.

A Participant or his legal personal representative (as the case may be) shall be entitled to retain his beneficial interest in the Shares appropriated notwithstanding his death or departure from the service of the Company or any Subsidiary on or after the relevant Appropriation Date.

Limitations

The initial Market Value of all Shares appropriated to any Participant shall not exceed IR£10,000 in any Year of Assessment (or such other maximum amount as may from time to time be permitted by virtue of the Act).

The total number of shares which may be issued during the period of ten (10) years commencing on 13th May, 1987, in respect of the Scheme and any other Share Participation Schemes and the Share Option Scheme adopted by the Parent Company on 13th day of May, 1987 shall not exceed ten (10) per cent of the issued ordinary share capital of the Parent Company.

The limit specified in paragraph (b) of this Rule and (if appropriate) the Initial Market Value shall be adjusted in such manner as the Auditors shall consider fair and reasonable to take account of any issue by way of capitalisation of reserves any rights issue or any sub-division, consolidation or reduction of share capital.

Rights attaching to Shares and Listings

Save as otherwise provided in these Rules, Shares appropriated to Participants pursuant to the Scheme shall rank pari passu in all respects with the Ordinary Shares of the Parent Company.

The Parent Company will use its best endeavours to procure that as soon as is reasonable after an appropriation of Shares pursuant to the Scheme such Shares are admitted to the Official List of The Irish and London Stock Exchanges.

Reports and Voting Rights

The Trustee, upon receipt thereof, shall send to each Participant copies of all information sent to shareholders of the Parent Company.

The Trustee, upon receipt thereof, shall send to each Participant copies of all notices of meetings of shareholders of the Parent Company. The Participants may give the Trustee written voting instructions at least four (4) business days prior to any such meetings and in the event that the Participants give written instructions pursuant to this Rule 6 (b), the Trustee shall exercise the right to vote attaching to the relevant Scheme Shares in accordance with such instructions. Otherwise the Trustee shall abstain from voting in respect of the relevant Scheme Shares. The Trustee may exercise the right to vote attaching to Scheme Shares at any shareholder meeting in person or by such a person as the Trustee shall elect as its proxy.

Rights Issue

Whenever any rights to acquire shares or other securities or other rights of any nature are granted by the Parent Company to its shareholders, each Participant shall be notified by the Trustee of the rights related to his Scheme Shares and the Participant may instruct the Trustee to take up all or part of such rights or to sell all or part of his rights or allow them to lapse, subject to the provision by him of any necessary funds and to the terms of such rights granted by the Parent Company to its shareholders. The Trustee shall act upon such instruction received by it not less than seven (7) business day before the expiration of the period allowed for the exercise of any such rights.

lf any Participant has not prior to seven (7) business days before the expiration of the period allowed for the exercise of any such rights given instructions to the Trustee with regard thereto and provided any funds necessary for the purpose the Trustee shall sell such rights or allow them to lapse, and shall deal with any payment received in consequence of the non-exercise of such rights as a capital receipt in accordance with the Act.

ln the exercise of its duties under this Rule the Trustee shall be indemnified by the Participant against all liabilities in respect thereof.

Conditions of Retention and Disposal

Except as hereinafter provided the Trustee:

shall not dispose of any Scheme Shares during the Retention Period (whether by transfer to a Participant or otherwise);

shall not dispose of any Scheme Shares after the end of the Retention Period except pursuant to a direction given by or on behalf of a Participant, or his legal personal representative and shall not dispose of any Scheme Shares by any transaction which would involve a breach of a Participant’s obligations under paragraphs (b)(iii) or (iv) below;

shall deal with any right conferred in respect of any of a Participant’s Scheme Shares to be allotted other shares, securities or rights of any description only pursuant to a direction given by or on behalf of the Participant or his legal personal representative.

Except as hereinafter provided each Participant:

shall permit his Scheme Shares to remain in the hands of the Trustee throughout the Retention Period;

shall not assign, charge or otherwise dispose of his beneficial interest in his Scheme Shares during the Retention Period;

shall not direct the Trustee to transfer the ownership of his Scheme Shares to him at any time before the Release Date unless he shall pay to the Trustee before the transfer takes place a sum equal to income tax at the standard rate for the time being in force on the Appropriate Percentage at the time of the direction;

shall not direct the Trustee to dispose of his Scheme Shares at any time before the Release Date in any other way except by sale for the best consideration in money that can reasonably be obtained at the time of the sale.

As soon as is reasonable after the expiration of the Release Date the Trustee shall transfer to each Participant, or those beneficially entitled, the respective Scheme Shares retained by the Trustee whereupon the trusts in respect thereof shall be determined.

Transactions in Shares

may direct the Trustee to accept an offer for any of the Shares appropriated to him (hereinafter referred to in this Rule as “the Original Shares’’) if the acceptance or agreement will result in a new holding, as defined in Section 2 (1) (b) of Schedule 2 to the Capital Gains Tax Act, 1975, being equated with the Original Shares for the purposes of Capital Gains Tax; and

may direct the Trustee to agree to a transaction affecting the Shares appropriated to him or such of them as are of a particular class if the transaction would be entered into pursuant to a compromise, arrangement or scheme applicable to or affecting:

all the share capital of the Parent Company or, as the case may be, all the shares of the class in question; or

all the shares or shares of the class in question which are held by a class of shareholder identified otherwise than by reference to their employment or their participation in the Scheme; and

may direct the Trustee to accept an offer of cash, with or without other assets, for the Shares appropriated to him if the offer forms part of a general offer which is made to holders of shares of the same class as himself or of shares in the Parent Company, and which is made in the first instance on a condition such that if it is satisfied the person making the offer will have control of the Parent Company within the meaning of Section 158 of the Corporation Tax Act, 1976; and

may agree after the expiry of the Retention Period to sell the beneficial interest in the Shares appropriated to him to the Trustee for the same consideration as in accordance with Rule 8 (b) (iv) above would be required to be obtained for the Shares themselves; and

in the event of any offer being made or a transaction being proposed in any of the circumstances described in this Rule 9 (a), (b) or (c) the Trustee shall forthwith notify each Participant and shall act in accordance with the instructions of the Participant in dealing with his Scheme Shares and in the absence of any such instructions shall take no action.

Receipts

Subject to the obligations under Rule 13 (a) below and to any such direction as is referred to in Section 54 (3) of the Act, the Trustee shall pay or transfer to a Participant any money or money’s worth received by it in respect of or by reference to any of the Shares appropriated to him (less any costs or expenses), other than money’s worth consisting of a “new holding” within Rule 11 and money consisting of a sum referred to in Section 52 (1)(c) of the Act provided that the Trustee shall not be obliged to pay to a Participant any sum of IR£1 or less and shall be entitled to use such sums to defray the expenses of the Scheme.

The Trustee shall procure that dividends in respect of Shares appropriated to a Participant are remitted to him at his present or last place of work within the Company or such other place within the State as the Participant may direct as soon as practicable after payment thereof is made by the Parent Company provided always that the Trustee shall at all times comply with the provisions of paragraph 14 (a) of the Third Schedule to the Act.

Company Reconstruction

Leaving Employment

Duty to Account for Tax

When the Trustee receives from a Participant, who has directed it to transfer the ownership of his Scheme Shares to him at any time before the Release Date, the sum calculated in accordance with Rule 8 (b) (iii) above, it shall account to the Revenue Commissioners for that sum.

The Trustee shall maintain records of all sums received from Participants under paragraph (a) above.

The Trustee shall inform each Participant in writing of any facts known to it which are relevant to determining the liability (if any) of that Participant to Irish Income Tax under Schedule E in relation to the operation of the Scheme.

Administration

lf the Trustee needs from time to time to make additional appropriations pursuant to Rule 3 because of Eligible Employees being included in the Scheme for the relevant year, the Company shall make available to the Trustee such sum or sums as the Trustee needs to acquire Shares for such Eligible Employees as aforementioned provided always that such Eligible Employees shall be treated within the terms of the Scheme as if they had received an appropriation of Shares on the Appropriation Date. Under no circumstances shall the Trustee hold any Shares for more than eighteen (18) months without appropriating them to a Participant.

Any notification or other notice in writing to be given to any Participant in pursuance of this Scheme shall be sufficiently given if sent through the post in a prepaid cover addressed to the Participant at his last known address including any address supplied by the Company as being his address . Any certificate, notification or other notice in writing required to be given to the Company or the Trustee shall be properly given if sent to or delivered to the Company or the Trustee at their respective registered or principal offices.

Modifications and Alterations to Scheme

The Company may at any time and from time to time by resolution of its Board amend, add to or revoke any of the provisions of the Trust Deed and Rules in such manner as may be thought fit provided that:

the approval of the Scheme by the Revenue Commissioners pursuant to the provisions of the Third Schedule to the Act shall not be prejudiced;

in any material manner, the interest of any persons who at that time are Participants in the Scheme in respect of Scheme Shares shall not be prejudiced;

except with the prior sanction of an Ordinary Resolution of a shareholders’ meeting of the Parent Company, no alterations shall be made to this Rule 15 or Rules 4, 5 and 8;

no such variation, amendment, addition or revocation shall be effective unless and until the approval of the Revenue Commissioners thereto shall have been obtained in writing; and

notwithstanding the provisions of the immediately preceding paragraphs of this Rule the Board may make such amendment or alteration to the provisions of the Scheme as in the opinion of the Board shall be necessary or expedient to enable the Scheme and the Rules to obtain or maintain the approval of the Revenue Commissioners under Part I of the Third Schedule to the Act.

The Board may at any time suspend or terminate the operation of the Scheme, in which event no further Shares shall be appropriated, but the provisions of the Scheme shall in relation to the Shares already appropriated continue in full force and effect.

Enactments

Miscellaneous