crh-20241231

Exhibit 4.10

DESCRIPTION OF SECURITIES

REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT

As of December 31, 2024, CRH public limited company (“CRH,” “CRH plc,” the “Company,” “we,”

“us,” and “our”) had the following securities registered pursuant to Section 12(b) of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”):

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Ordinary Shares of €0.32 each

CRH

New York Stock Exchange

5.200% Notes due 2029

CRH/29

New York Stock Exchange

6.400% Notes due 2033

CRH/33A

New York Stock Exchange

5.400% Notes due 2034

CRH/34

New York Stock Exchange

Capitalized terms used but not defined herein have the meanings given to them in CRH’s annual report on

Form 10-K for the fiscal year ended December 31, 2024.

DESCRIPTION OF ORDINARY SHARES

The rights and restrictions to which our Ordinary Shares are subject are prescribed by our Memorandum

and Articles of Association (the “Articles”). This section summarizes the material terms of our Ordinary

Shares, including certain provisions of our Articles and applicable Irish law in effect on the date hereof.

However, the following description is a summary and does not purport to be complete. It is subject to and

qualified in its entirety by reference to the Articles, the Irish Companies Act 2014 (the “Companies Act

2014”) and any other applicable Irish law concerning companies, as amended from time to time.

A copy of the Company’s Articles is included as Exhibit 3.1 to our Annual Report on Form 10-K for the

fiscal year ended December 31, 2023.

General

As of December 31, 2024, the authorized share capital of the Company was €401,297,940, which includes

1,250,000,000 Ordinary Shares of €0.32 each (the “Ordinary Shares”), 150,000 5% Cumulative

Preference Shares of €1.27 each and 872,000 7% “A” Cumulative Preference Shares of €1.27 each

(together the “Preference Shares”). The Preference Shares are not registered pursuant to Section 12(b) of

the Exchange Act. As of December 31, 2024, 718,647,277 Ordinary Shares were issued and outstanding.

All outstanding Ordinary Shares are fully paid.

Transfer of Shares and Registrar

A written instrument of transfer is required under Irish law in order to register on the Company’s share

from a person who holds such shares beneficially to a person who holds such shares directly, or (iii) from

a person who holds such shares beneficially to another person who holds such shares beneficially where

the transfer involves a change in the depository or other nominee that is the record owner of the

transferred shares. An instrument of transfer is also required for a shareholder who directly holds shares

in order to transfer those shares into his or her own broker account (or vice versa). The Articles provide

that the Secretary, or any other party designated by the Board of Directors of the Company (the “Board”)

for such purpose from time to time, may sign an instrument of transfer on behalf of the transferor who is

transferring shares in the Company. Notwithstanding the provisions of the Articles, the directors of the

Company (the “Directors”) have the power to permit any class of shares to be held in a settlement

securities system and to implement any arrangements they think fit for such evidencing and transfer

which accord with such the Companies Act 2014.

The foregoing instruments of transfer may give rise to Irish stamp duty. The Company, in its absolute

discretion and insofar as the Companies Act 2014 or any other applicable law permits, may, or may

procure that a subsidiary of the Company shall, pay Irish stamp duty arising on a transfer of shares on

behalf of the transferee of such shares of the Company. If stamp duty resulting from the transfer of shares

in the Company which would otherwise be payable by the transferee is paid by the Company or any

subsidiary of the Company on behalf of the transferee, then in those circumstances, the Company shall,

on its behalf or on behalf of its subsidiary (as the case may be), be entitled to (i) seek reimbursement of

the stamp duty from the transferee, (ii) set off the stamp duty against any dividends payable to the

transferee of those shares; and (iii) to the extent permitted by the Companies Act 2014, claim a first and

paramount lien on the shares on which stamp duty has been paid by the Company or its subsidiaries for

the amount of stamp duty paid, which lien shall extend to all dividends paid on those shares.

The Directors may, in their absolute discretion and without giving any reason, decline to register the

transfer, subject to the limitations specified in the Articles to encourage trading on an open and proper

basis, of (i) a share (other than a fully paid share) to a person of whom they do not approve, or (ii) a share

on which the Company has a lien. The Directors may also decline to register an instrument of transfer

unless the instrument of transfer is accompanied by such evidence as the directors may reasonably require

to show the right of the transferor to make the transfer, the transfer is in respect of one class of shares only

and the instrument of transfer is duly stamped if required and it and such evidence are lodged at the

Company’s office or any other place specified by the Board.

Computershare Trust Company N.A. acts as U.S. transfer agent and registrar for the Ordinary Shares.

Voting Rights

At shareholders’ meetings, holders of Ordinary Shares as of the applicable record date for such meeting

are entitled to one vote per share, either in person or by proxy. No shareholder is entitled to vote at any

general meeting unless all calls or other sums immediately payable in respect of shares in the Company

have been paid.

Dividend Rights

Shareholders may by ordinary resolution declare final dividends and the Directors may declare interim

dividends, but no final dividend may be declared in excess of the amount recommended by the Directors

and no dividend may be paid other than out of profits available for that purpose in accordance with the

Companies Act 2014. There is provision to offer scrip dividend in lieu of cash. The Preference Shares

rank for fixed rate dividends in priority to the Ordinary Shares. Any dividend which has remained

unclaimed for 12 years from the date of its declaration shall, if the Directors so decide, be forfeited and

cease to remain owing by the Company.

Calls on Shares

The Directors may from time to time call upon the shareholders in respect of any moneys unpaid on their

shares (whether on account of the nominal value of the shares or by way of premium) and not by the

conditions of allotment thereof made payable at fixed times.

Liquidation Rights

In the event the Company is being wound up, the liquidator may, with the sanction of a shareholders’

special resolution and any other sanction required by the Companies Act 2014, following the settlement

of all claims of creditors, divide among the holders of the Ordinary Shares the whole or any part of the

assets of the Company available for distribution (after the return of capital and payment of accrued

dividends on the preference shares) in cash or in kind, in proportion to the paid-up par value of the shares

held. The liquidator may, with a like sanction, vest such assets in trust as he thinks fit, but no shareholders

will be compelled to accept any shares or other assets upon which there is any liability.

Issuance of New Shares

Subject to the provisions of the Companies Act 2014 and the Articles, the issuance of new shares is at the

discretion of the Board. The Board requires the authority of the shareholders, by way of ordinary

resolution requiring not less than 50% of the votes cast by the shareholders at a general meeting, to allot

any authorized but unissued Ordinary Share capital of the Company. At the Company’s 2024 Annual

General Meeting on April 25, 2024 (the “2024 General Meeting”), Resolution 4 was approved by the

shareholders authorizing the Board to issue Ordinary Shares up to an amount which represents 20% of the

Company’s issued Ordinary Share capital as at February 15, 2024, being Ordinary Shares with an

aggregate nominal value of €46,815,000. Any allotment exceeding 20% of the issued Ordinary Share

capital as at February 15, 2024 will only be made with the prior approval of the Company in a general

meeting. The authority granted under Resolution 4 expires at the close of business on the earlier of the

date of the Annual General Meeting in 2025 or October 25, 2025.

Pre-emptive Rights

Irish company law provides that issuances of equity shares for cash (and rights to subscribe for or to

convert into equity shares for cash) must be offered, pro rata, to the existing shareholders of equity shares.

The shareholders may, by special resolution (requiring not less than 75% of the votes cast by the

shareholders at a general meeting), eliminate this requirement for periods of up to five years. At the 2024

General Meeting, Resolution 5 was approved by the shareholders to renew the shareholder authorities of

the Directors to disapply statutory pre-emption rights in relation to allotments of Ordinary Shares for cash

in certain circumstances.

Resolution 5 authorizes the Board to allot Ordinary Shares on a non-pre-emptive basis and for cash

(otherwise than in connection with a rights issue or similar pre-emptive issue) up to a maximum of 20%

of the issued Ordinary Share capital of the Company as at February 15, 2024 (being Ordinary Shares with

an aggregate nominal value of €46,815,000). Resolution 5 also allows the Board to disapply pre-

emption rights in a rights issue or other pre-emptive issue in accordance with the Articles. The authority

granted under Resolution 5 expires at the close of business on the earlier of the date of the Annual

General Meeting in 2025 or October 25, 2025.

Disclosure of Shareholders’ Interests

Under the Companies Act 2014, shareholders are required to disclose their interests in, and changes to

interests in, 3% or more of a company’s share capital. Under Article 14 of the Articles, the Board may

give a notice to any shareholder requiring an indication in writing of: (i) the capacity in which the shares

are held or any interest therein; (ii) the persons who have an interest in the shares and the nature of their

interest; or (iii) whether any of the voting rights carried by such shares are the subject of any agreement or

arrangement under which another person is entitled to control the shareholder’s exercise of these rights.

Where such a notice is served by the Company on a person who is or was interested in shares of Company

and that person fails to give the Company the information required within the reasonable time specified,

the Company has the discretion to apply certain restrictions on such person including: (i) no voting rights

shall be exercisable in respect of those shares; (ii) no payment of dividend by the Company of any sums

due from those shares; and/or (iii) any transfer of those shares can be void.

Change of Control

There are no provisions in the Articles which would have an effect of delaying, deferring or preventing a

change in the control of the Company.

Restrictions on Share Ownership

There are no restrictions under the Articles or under Irish law that limit the right of non-Irish residents or

foreign owners to freely hold their Ordinary Shares or to vote their Ordinary Shares.

Variation of Rights

Subject to the provisions of the Companies Act 2014, the rights attached to any class of shares may be

varied with the consent in writing of the holders of not less than three fourths in nominal value of the

issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting

of the holders of those shares.

General Meeting

Shareholder meetings may be convened by majority vote of the Directors or requisitioned by shareholders

holding not less than 5% of the voting rights of the Company. A quorum for a general meeting of the

Company is constituted by two or more shareholders present in person and entitled to vote. The passing of

resolutions at a meeting of the Company, other than special resolutions, requires a simple majority. A

special resolution, in respect of which not less than 21 clear days’ notice in writing must be given,

requires the affirmative vote of at least 75% of the votes cast.

DESCRIPTION OF DEBT SECURITIES

General

The notes listed on the New York Stock Exchange and set forth on the cover page to the Company’s

Annual Report on Form 10-K for the year ended December 31, 2024 were issued pursuant to effective

registration statements and related prospectus and prospectus supplement setting forth the terms of the

respective series of notes.

The following table sets forth the name of the issuer, the date of the registration statement, date of the

base prospectus and date of issuance for each series of notes.

Series

Issuer

Registration

Statement

Date of Base

Prospectus

Date of

Issuance

5.200% Notes due 2029

(the “2029 Notes”)

CRH SMW Finance

Designated Activity

Company

333-279349-02

May 10, 2024

May 21, 2024

6.400% Notes due 2033

(the “2033 Notes”)

CRH America, Inc.

333-13648

September 6, 2001

September 29,

2003

5.400% Notes due 2034

(the “2034 Notes” and

together with the 2029

Notes and the 2033 Notes,

the “Notes”)

CRH America Finance, Inc

333-279349-01

May 10, 2024

May 21, 2024

The following description of the Notes is a summary and does not purport to be complete, and is subject

to and qualified in its entirety by reference to the relevant Indenture (as defined below), the officers’

certificates setting forth the terms of the relevant Notes and the relevant global securities, which are

incorporated by reference as Exhibits 4.1 to 4.9 to the Form 10-K, respectively. We strongly encourage

investors to review the relevant Indenture, officers’ certificate and global securities for additional

information.

A. Terms Applicable to the Notes

The 2029 Notes were issued pursuant to an Indenture dated as of May 21, 2024 (as may be amended and

supplemented from time to time, to the extent that such amendments or supplements apply to the Notes,

the “SMW Indenture”) between CRH SMW Finance Designated Activity Company (“SMW Finance”), as

Issuer, CRH plc, as Guarantor, and The Bank of New York Mellon (the “Trustee”) as trustee.

The 2033 Notes were issued pursuant to an Indenture dated as of March 20, 2002 (as may be amended

and supplemented from time to time, to the extent that such amendments or supplements apply to the

Notes, the “CRH America Indenture”) between CRH America, Inc. (“CRH America”), as Issuer, CRH

plc, as Guarantor, and the Trustee, as successor trustee to J.P. Morgan Chase Bank.

The 2034 Notes were issued pursuant to an Indenture dated as of May 21, 2024 (as may be amended and

supplemented from time to time, to the extent that such amendments or supplements apply to the Notes,

the “AF Indenture” and together with the CRH America Indenture and the SMW Indenture, the

“Indentures”) between CRH America Finance, Inc. (“CRH America Finance”), as Issuer, CRH plc, as

Guarantor, and the Trustee as trustee.

Each series of Notes and each Indenture is governed by, and is to be construed in accordance with, the

laws of the State of New York.

Description of the Notes

Each series of Notes were issued in the aggregate principal amount, and unless previously redeemed and

cancelled will mature on the maturity date and will bear interest at the rate per annum, set forth in the

table below:



	Aggregate Principal Amount	Maturity Date	Fixed Interest Rate
2029 Notes	$750,000,000.00	May 21, 2029	5.200%
2033 Notes	$300,000,000.00	October 15, 2033	6.400%
2034 Notes	$750,000,000.00	May 21, 2034	5.400%

As of December 31, 2024, the aggregate principal amount set forth below was outstanding for each series

of Notes, and each series of Notes was listed and admitted to trading on the NYSE under the trading

symbol set forth below:

Aggregate

Principal Amount Outstanding

NYSE

Trading Symbol

2029 Notes

$750,000,000.00

CRH/29

2033 Notes

$212,555,000.00

CRH/33A

2034 Notes

$750,000,000.00

CRH/34

Interest on each series of the Notes is payable semi-annually in arrears on the interest payment dates,

commencing on the first interest payment date, set forth in the table below:

Interest Payment Dates

First Interest Payment Date

2029 Notes

May 21 and November 21 of each year

November 21, 2024

2033 Notes

April 15 and October 15 of each year

April 15, 2004

2034 Notes

May 21 and November 21 of each year

November 21, 2024

Each payment of interest due on an interest payment date or the date of maturity includes interest accrued

from and including the last date to which interest has been paid, or made available for payment, or from

the issue date if none has been paid or made available for payment, but excluding the interest payment

date or the date of maturity. Interest on each series of Notes is computed on the basis of a 360-day year of

twelve 30-day months. The regular record dates for each Notes are set forth in the table below:


		Regular Record Dates
2029 Notes		May 6 and November 6 of each year
2033 Notes		April 1 and October 1 of each year
2034 Notes		May 6 and November 6 of each year

The currency in which the payment of the principal of, or any premium, or interest of each series of Notes

is payable is U.S. dollars.

Form and Denomination

The 2033 Notes have been issued in fully registered form in denominations of $1,000 and integral

multiples of $1,000 in excess thereof.

The 2029 Notes and the 2034 Notes have been issued in fully registered form in denominations of

$200,000 and integral multiples of $1,000 in excess thereof.

Each series of Notes are represented by one or more global securities registered in the name of Cede &

Co. as nominee of The Depository Trust Company (the “DTC”). Beneficial interests in a series of Notes

may be held through DTC, and DTC and its direct and indirect participants (including Euroclear and

Clearstream, Luxembourg) who record beneficial interest on their books. Settlement of a series of Notes

occurs through DTC in same day or, in case the case of the 2029 Notes and the 2034 Notes, immediately

available funds.

Trustee, Registrar, Transfer Agent and Paying Agent

The Bank of New York Mellon acts as trustee, registrar, transfer agent and principal paying agent for

each series of Notes. An Issuer may at any time designate additional paying agents or rescind the

designation of paying agents or approve a change in the office through which any paying agent acts. The

Bank of New York Mellon SA/NV, Dublin Branch has been designated as Irish Paying Agent. See also

“B. General Terms Applicable to the Notes — Regarding the Trustee”.

Redemption and Repayment

The relevant Issuer or CRH plc, as applicable, may redeem a series of Notes in whole at any time or in

part from time to time at the applicable redemption price for such series of Notes as further described

below.

In addition, the relevant Issuer or CRH plc, as applicable, may redeem a series of Notes in whole if

certain tax events occur. See “B. General Terms Applicable to the Notes — Optional Tax Redemption”.

See “B. General Terms Applicable to the Notes — Redemption and Repayment” for other terms relating

to redemption of a series of Notes.

Ranking of the Notes

Each series of Notes is the unsecured and unsubordinated indebtedness of the relevant Issuer and ranks

equally with all of such Issuer’s other present and future unsecured and unsubordinated indebtedness.

Each series of Notes rank equally without any preference among themselves and with all of the relevant

Issuer’s present and future unsecured and unsubordinated indebtedness.

See “B. General Terms Applicable to the Notes — Ranking” for further information about the ranking of

the Notes and the guarantees.

B. General Terms Applicable to the Notes

The following terms are applicable to all series of Notes, except where otherwise noted. Where

appropriate, we use parentheses to refer you to the particular sections of the relevant Indenture. Any

reference to particular sections or defined terms of an Indenture in any statement under this heading

qualifies the entire statement and incorporates by reference the applicable section or definition into that

statement.

Guarantee

CRH plc unconditionally and irrevocably guarantees on an unsubordinated basis the due and punctual

payment of the principal, interest, premium, if any, and any other additional amounts payable in respect of

the Notes and the Indenture, when and as any such payments become due and payable, whether at

maturity, upon redemption or declaration of acceleration, or otherwise. (Section 206)

Ranking

The guarantees of the Notes are unsecured, unsubordinated obligations of CRH plc and rank equally with

all other present and future unsecured and unsubordinated indebtedness of CRH plc.

Any payment on a series of Notes is subject to the credit risk of the relevant Issuer, and the credit risk of

CRH plc, as guarantor of each series of Notes.

Further, because CRH America and CRH plc are holding companies, the right of holders to receive

payments on the 2033 Notes and the guarantees of the Notes are effectively subordinated to any

indebtedness of such entities’ subsidiaries. The subsidiaries of CRH America are not guarantors on the

2033 Notes, and the subsidiaries of CRH plc are not guarantors on the Notes, and claims of the creditors

of CRH America or CRH plc’s subsidiaries have priority as to the assets of such subsidiaries over the

claims of CRH America’s or CRH plc’s creditors.

Additional Indebtedness

The Indentures do not limit the aggregate amount of debt securities that any Issuer may issue or the

number of series or the aggregate amount of any particular series. Each Issuer may issue debt securities

and other securities at any time without the consent of the holders and without notifying them. The

Indentures and the Notes also do not limit any Issuer’s ability to incur other indebtedness or to issue other

securities. Also, the Issuers are not subject to financial or similar restrictions by the terms of the Notes,

except as described under “-Covenants-Restriction on Sales and Leasebacks” and “-Covenants-Restriction

on Liens”.

Covenants

Restrictions on Liens

Some of each Issuer’s or CRH plc’s property may be subject to a mortgage or other legal mechanism that

gives their lenders preferential rights in that property over other lenders, including holders of a series of

Notes, or over each Issuer’s and CRH plc’s general creditors if the relevant Issuer or CRH plc fail to pay

them back. These preferential rights are called liens. The Issuers and CRH plc will not become obligated

on any new debt for borrowed money that is secured by a lien on any of the Issuers’ and CRH plc’s

properties, which are described further below, unless an Issuer and CRH plc grant an equivalent or

higher-ranking lien on the same property to direct holders of the Notes.

Neither CRH plc nor any Issuer needs to comply with this restriction if the amount of all debt that would

be secured by liens on such Issuer’s and CRH plc’s properties, which are described further below,

excluding the debt secured by the liens that are listed later, does not exceed (i) with respect to the 2033

Notes, 10% of CRH plc’s consolidated shareholders’ funds and (ii) with respect to the 2029 Notes and the

2034 Notes, 15% of CRH plc’s consolidated shareholders’ funds. (Section 1008)

Consolidated shareholders’ funds refers to:

•The paid-up capital of CRH plc; plus

•The consolidated capital and revenue reserves of CRH plc, capital grants, deferred taxation and

minority shareholders’ interests, but deducting the amount of repayable government grants; minus

•Any revaluation upwards after the end of CRH plc’s latest fiscal year preceding the issuance of

the Notes of plant and machinery.

•This restriction on liens applies only to liens for borrowed money. For example, liens imposed by

operation of law or by order of a court, such as liens to secure statutory obligations for taxes or

workers’ compensation benefits, or liens an Issuer or CRH plc creates to secure obligations to pay

legal judgments or surety bonds, would not be covered by this restriction. This restriction on liens

also does not apply to debt secured by a number of different types of liens, and the Issuers and

CRH plc can disregard this debt when calculating the limits imposed by this restriction. These

types of liens include the following:

•any lien existing on or before the date of the issuance of the Notes.

•any lien over any property that the relevant Issuer or CRH plc acquired as security for, or for

indebtedness incurred, to finance all or part of the price of its acquisition, construction,

development, modification or improvement.

•any lien over any property that the relevant Issuer or CRH plc acquired subject to the lien,

provided the lien was not created in anticipation of the acquisition of that property.

•any lien to secure indebtedness for borrowed money incurred in connection with a specifically

identifiable project where the lien relates to a property involved in the project and that the

relevant Issuer or CRH plc acquired after the date of the issuance of the Notes.

•any lien securing the relevant Issuer’s or CRH plc’s indebtedness for borrowed money incurred in

connection with the financing of accounts receivable.

•any lien incurred or deposits made in the ordinary course of business which do not involve

borrowed money including but not limited to,

•any mechanics’, materialsmen’s, carriers’, workmen’s, vendors’ or similar lien,

•any lien arising in connection with equipment leases,

•any easements or rights-of-way restrictions and other similar charges.

•any lien upon specific items of the relevant Issuer’s or CRH plc’s inventory or other goods and

proceeds securing the relevant Issuer’s or CRH plc’s obligations in respect of bankers’

acceptances issued or created to purchase, ship or store such inventory or other goods.

•any lien or deposits securing the performance of tenders, bids, leases, trade contracts (other than

for borrowed money), statutory obligations, surety bonds, appeal bonds, government contracts,

performance bonds, return-of-money bonds and other similar obligations incurred in the ordinary

course of business.

•any lien securing industrial revenue, development, first mortgage bonds issued to secure other

bonds or similar bonds issued by or for the benefit of the relevant Issuer or CRH plc.

•any lien on the relevant Issuer ’s or CRH plc’s property required by contract or any applicable

laws, rules, regulations or statutes, securing the relevant Issuer’s or CRH plc’s obligations and

payments under a contract with a governmental entity or in relation to a contract entered into at

the request of a governmental entity;

•any statutory or contractual right of set-off, including rights of financial institutions to offset

credit balances in connection with the operation of cash management programs established for the

relevant Issuer’s or CRH plc’s benefit or in connection with the issuance of letters of credit for

their benefit, any lien created on compensating credit balances and any lien created on amounts of

a nature similar to such credit balances held in trust, in each case (other than a statutory right of

set-off) to the extent required by a financial institution as security for financing provided to the

relevant Issuer, CRH plc or any direct or indirect subsidiary of CRH plc;

•any lien securing liabilities under agreements with the Exports Credit Guarantee Department of

the British government, or similar forms of credit, over sums due under any contract for the

purchase, supply or installation of plant and/or machinery;

•any lien constituted by a right of set-off or right over a margin call account or any form of cash or

cash collateral or any similar arrangement for obligations related to the hedging or management

of risks under transactions involving any currency or interest rate swap, cap or collar

arrangements, forward exchange transaction, option, warrant, forward rate agreement, futures

contract or other derivative instrument of any kind;

•any lien arising out of title retention or like provisions in connection with the purchase of goods

and equipment in the ordinary course of business;

•any lien securing taxes or assessments or other applicable governmental charges or levies;

•any lien securing reimbursement obligations under letters of credit, guaranties and other forms of

credit enhancement given in connection with the purchase of goods and equipment in the ordinary

course of business;

•any lien in favor of CRH plc or any subsidiary of CRH plc.

•any extension, renewal or replacement, as a whole or in part, of any lien included earlier in this

list; and

•the amount does not exceed the principal amount of the borrowed money secured by the lien

which is to be so extended, renewed or replaced; and

•the extension, renewal, or replacement lien is limited to all or part of the same property, including

improvements that secured the lien to be extended, renewed or replaced. (Section 1008)

Restrictions on Sales and Leasebacks

Neither CRH plc nor any Issuer will enter into any sale and leaseback transaction involving a property

other than as allowed by the covenant relating to these under the relevant Indenture. A sale and leaseback

transaction is an arrangement between an Issuer or CRH plc and any person where the relevant Issuer or

CRH plc leases a property that the relevant Issuer or CRH plc has owned for more than 270 days and has

sold to that person or to any person to whom that person has advanced funds on the security of the

property.

This restriction on sales and leasebacks does not apply to any sale and leaseback transaction that is

between CRH plc and one of its subsidiaries, or between a subsidiary of CRH plc and any other

subsidiary of CRH plc. It also does not apply to any lease with a term, including renewals, of three years

or less. Further, the Indentures do not restrict the ability of any subsidiary of CRH plc (other than the

Issuers) to enter into sale and leaseback transactions.

The covenant allows an Issuer or CRH plc to enter into sale and leaseback transactions in two additional

situations. First, an Issuer or CRH plc may enter sale and leaseback transactions if they could grant a lien

on the property in an amount equal to the indebtedness attributable to the sale and leaseback transaction

without being required to grant an equivalent or higher-ranking lien to the holders of the Notes under the

restriction on liens described above.

Second, an Issuer or CRH plc may enter into sale and leaseback transactions if, within one year of the

transaction, such Issuer or CRH plc, as the case may be, invests an amount equal to at least the net

proceeds of the sale of the property that such Issuer or CRH plc, as the case may be, lease in the

transaction or the fair value of that property, whichever is greater. This amount must be invested in any of

such Issuer’s or CRH plc’s property or used to retire any indebtedness for money that such Issuer or CRH

plc borrowed, incurred or assumed. (Section 1009)

Restrictions on Mergers and Similar Events

Each Issuer and CRH plc are generally permitted to consolidate or merge, including under a scheme of

arrangement, with another entity.

Each Issuer and CRH plc are also permitted to sell or lease substantially all of their assets to another firm

or to buy or lease substantially all of the assets of another firm. However, neither CRH plc nor any Issuer

may take any of these actions unless all the following conditions are met:

1.Where CRH plc merges out of existence or sells or leases substantially all its assets, the other

firm must be duly organized and validly existing under the laws of the applicable jurisdiction. If

such other entity is organized under the laws of a jurisdiction other than the United States, any

State thereof, or the District of Columbia, or the Republic of Ireland, it must indemnify holders

against any tax, assessment or governmental charge or other cost or expense resulting from the

transaction.

2.Where an Issuer merges out of existence or sell or lease substantially all of its assets, the other

firm must be duly organized and validly existing under the laws of a U.S. State, or the District of

Columbia or under U.S. federal law or (in the case of SMW Finance only) under the laws of the

Republic of Ireland.

3.If an Issuer or CRH plc merges out of existence or sells or leases substantially all of its assets, the

surviving entity must execute a supplement to the relevant Indenture, known as a supplemental

indenture. In the supplemental indenture, the entity must promise to be bound by every obligation

in the Indenture applicable to the relevant Issuer or CRH plc, as the case may be, including CRH

plc’s and (if applicable) an Issuer’s obligation to pay additional amounts.

4.Neither the relevant Issuer nor CRH plc may be in default on the debt securities or guarantees

immediately prior to such action and such action must not cause a default. For purposes of this

no-default test, a default would include an event of default that has occurred and not been cured.

A default for this purpose would also include any event that would be an event of default if the

requirements for notice of default or existence of defaults for a specified period of time were

disregarded.

5.The relevant Issuer or CRH plc, as the case may be, must deliver certain certificates and other

documents to the Trustee with respect to the compliance of the consolidation or merger with the

Indenture.

6.Neither the relevant Issuer nor CRH plc’s assets or properties may become subject to any

impermissible lien unless the debt securities issued under the relevant Indenture are secured

equally and ratably with the indebtedness secured by the impermissible lien. (Section 801)

Payment of Additional Amounts

All payments by an Issuer of the principal or interest on a series of Notes and all payments by CRH plc

under the guarantees will be made free and clear of any withholding for taxes or any other governmental

charge, unless such withholding is required by the laws of any jurisdiction where CRH plc is incorporated

or (in respect of the 2029 Notes only) any jurisdiction where SMW Finance is incorporated or, in each

case, tax resident. In the event that CRH plc or SMW Finance is required to withhold such taxes or

governmental charges, CRH plc or SMW Finance, as applicable, will be required, subject to certain

exceptions, to pay holders of the relevant series of Notes an additional amount so that the net amount they

receive is the amount specified in the Notes to which they are entitled. No additional amounts will be

payable in respect of any withholding for taxes or governmental charges imposed by the United States

government or any political subdivision of the United States government.

CRH plc (or with respect to the 2029 Notes, CRH plc or SMW Finance) will not be required to make any

payment of additional amounts under any of the following circumstances:

•The United States government or any political subdivision of the United States government is the

entity that is imposing the tax or governmental charge.

•The tax or charge is imposed only because the holder, or a fiduciary, settlor, beneficiary or

member or shareholder of, or possessor of a power over, the holder, if the holder is an estate,

trust, partnership or corporation, was or is connected to the taxing jurisdiction. These connections

include, but are not limited to, where the holder or related party:

ois or has been a citizen or resident of the jurisdiction;

ois or has been engaged in trade or business in the jurisdiction; or

ohas or had a permanent establishment in the jurisdiction.

•The tax or charge is imposed due to the presentation of the Notes for payment on a date more

than 30 days after the Notes became due or after the payment was provided for.

•There is an estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or

other governmental charge.

•The tax, assessment or governmental charge is payable in a manner that does not involve

withholdings.

•The tax, assessment or governmental charge is imposed or withheld because the holder or

beneficial owner failed to comply with any of the relevant Issuer’s or CRH plc’s requests for the

following that the statutes, treaties, regulations or administrative practices or the taxing

jurisdiction require as a precondition to exemption from all or part of such withholding:

oto provide information about the nationality, residence or identity of the holder or

beneficial owner; or

oto make a declaration or satisfy any other information requirements.

•With respect to the 2033 Notes, the withholding or deduction is imposed pursuant to the EU

Directive on Taxation of Savings (2003/48/EC), or any law implementing such Directive.

•With respect to the 2029 Notes, the withholding or deduction is imposed or required pursuant to

Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended from time to

time, any current or future regulations or official interpretations thereof, any agreement entered

into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or

practices adopted pursuant to any intergovernmental agreement entered into in connection with

the implementation of such Sections of the Code (or any law implementing such an

intergovernmental agreement).

•The withholding or deduction is imposed on a holder or beneficial owner who could have avoided

such withholding or deduction by presenting the Notes to (i) another paying agent in a member

state of the European Union with respect to the 2033 Notes, or (ii) another paying agent with

respect to the 2029 Notes and the 2034 Notes.

•The holder is a fiduciary or partnership or an entity that is not the sole beneficial owner of the

payment of the principal of, or any interest on, the Notes, and the laws of the jurisdiction require

the payment to be included in the income of a beneficiary or settlor for tax purposes with respect

to such fiduciary or a member of such partnership or a beneficial owner who would not have been

entitled to such additional amounts had it been the holder of such security.

With respect to the 2033 Notes, these provisions will also apply to any taxes, assessments or

governmental charges imposed by any jurisdiction in which a successor to CRH plc is incorporated.

With respect to the 2029 Notes, these provisions will also apply to any taxes, assessments or

governmental charges imposed by any jurisdiction in which a successor to SMW Finance or CRH plc is

incorporated. (Section 1004)

Additional amounts may also be payable in the event of certain consolidations, mergers, sales of assets or

assumptions of obligations. Under the Indenture, CRH plc or any subsidiary of CRH plc may assume the

relevant Issuer’s obligations under the Notes. This may be a taxable event to U.S. holders. U.S. holders

may be treated as having exchanged their Notes for other debt securities issued by CRH plc or the

relevant Issuer and may have to recognize gain or loss for U.S. federal income tax purposes upon such

assumption. (Section 803)

Redemption and Repayment

Notice of Redemption

Notice of any redemption will be mailed (with respect to the 2033 Notes) at least 30 days or (with respect

to the 2029 notes and the 2034 Notes) at least 10 days but not more than 60 days before the redemption

date to each holder of the Notes to be redeemed. (Section 1104) On and after any redemption date, interest

will cease to accrue on the Notes or any portion thereof called for redemption. On or before any

redemption date, CRH plc or the relevant Issuer shall deposit with a paying agent (or the Trustee) money

sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on such date.

(Section 1105)

Notice by DTC to participating institutions and by these participants to street name holders of indirect

interests in the Notes will be made according to arrangements among them and may be subject to

statutory or regulatory requirements.

Optional Make-Whole Redemption

—2029 Notes

Prior to April 21, 2029 (the “2029 Par Call Date”), SMW Finance may redeem all or part of the 2029

Notes at its option in whole at any time or in part from time to time at a redemption price equal to the

greater of:

(1) 100% of the principal amount of the 2029 Notes to be redeemed and

(2) (a) the sum of the present values of the remaining scheduled payments of principal and

interest thereon discounted to the redemption date (assuming the 2029 Notes matured on the 2029

Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-

day months) at the Treasury Rate (as defined in the relevant prospectus supplement) plus 15 basis

points less (b) interest accrued to (but excluding) the date of redemption

plus, in each case, accrued and unpaid interest on the principal amount of the 2029 Notes to be

redeemed to (but excluding) the date of redemption.

On or after the 2029 Par Call Date, SMW Finance may redeem the 2029 Notes, in whole or in part, at any

time and from time to time, at a redemption price equal to 100% of the principal amount of the 2029

Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

—2033 Notes

CRH plc or CRH America may redeem the 2033 Notes at its option in whole at any time or in part from

time to time at a redemption price equal to the greater of

(1) 100% of the principal amount of the 2033 Notes to be redeemed and

(2) the sum of the present values of the Remaining Scheduled Payments (as defined in the CRH

America Indenture) discounted to the date of redemption on a semi-annual basis (assuming a 360-

day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the CRH

America Indenture) plus 25 basis points, together with, in each case, accrued interest on the

principal amount of the Notes to be redeemed to the date of redemption.

—2034 Notes

Prior to February 21, 2034 (the “2034 Par Call Date”), CRH America Finance may redeem all or part of

the 2034 Notes at its option in whole at any time or in part from time to time at a redemption price equal

to the greater of

(1) 100% of the principal amount of the 2034 Notes to be redeemed and

(2)(a) the sum of the present values of the remaining scheduled payments of principal and interest

thereon discounted to the redemption date (assuming the 2034 Notes matured on the 2034 Par

Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)

at the Treasury Rate (as defined in the relevant prospectus supplement) plus 15 basis points less

(b) interest accrued to (but excluding) the date of redemption

plus, in each case, accrued and unpaid interest on the principal amount of the 2034 Notes to be

redeemed to (but excluding) the date of redemption.

On or after the 2034 Par Call Date, CRH America Finance may redeem the 2034 Notes, in whole or in

part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of

the 2034 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

Partial Redemption

If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee

by (with respect to the 2033 Notes) such method as the Trustee shall deem fair and appropriate and (with

respect to the 2029 Notes and the 2034 Notes) in the case where the Notes are held in certificated form,

by lot, and in the case where the Notes are held in global form, in accordance with the applicable

procedures of the applicable Depositary.

Optional Tax Redemption

The Notes may be redeemed in whole but not in part at the option of CRH plc or the relevant Issuer in the

three situations described below.

The redemption price for the Notes in such circumstances will be equal to the principal amount thereof

plus accrued interest to the date fixed for redemption.

The first situation is where, as a result of a change in, execution of or amendment to any laws or treaties

or the official application or interpretation of any laws or treaties, CRH plc determines that it (or in the

case of the 2029 Notes, it or SMW Finance) would be required to pay additional amounts as described

under “Payment of Additional Amounts”. This applies only in the case of changes, executions or

amendments that occur on or after the date of pricing of the Notes in the jurisdiction where CRH plc or

SMW Finance is incorporated. If CRH plc or SMW Finance has been succeeded by another entity, the

applicable jurisdiction will be the jurisdiction in which such successor entity is (i) with respect to the

2033 Notes, organized, or (ii) with respect to the 2029 Notes and 2034 Notes, organized and resident for

tax purposes, and the applicable date will be the date the entity became a successor.

The second situation is where, as a result of a change in, execution of or amendment to any laws or

treaties or the official application or interpretation of any laws or treaties, CRH plc or any of its

subsidiaries determines that it would have to deduct or withhold tax on any payment to the relevant Issuer

to enable it to make a payment of principal or interest on the Notes, including the payment of additional

amounts as described under “Payment of Additional Amounts”. This applies only in the case of changes,

executions or amendments that occur on or after the date of issuance of the Notes in the jurisdiction where

CRH plc is incorporated. If CRH plc has been succeeded by another entity, the applicable jurisdiction will

be the jurisdiction in which such successor entity is organized, and the applicable date will be the date the

entity became a successor. The relevant Issuer or CRH plc would not have the option to redeem in this

case if the relevant Issuer could have avoided the payment of additional amounts or the deduction or

withholding by using reasonable measures available.

In each case above, the relevant Issuer or CRH plc would not have the option to redeem if the relevant

Issuer, CRH plc or the applicable successor entity could have avoided the payment of additional amounts

or the deduction or withholding by using reasonable measures available.

The third situation is where, following a merger, consolidation or sale or lease of CRH plc’s assets to a

person that assumes or, if applicable, guarantees the relevant Issuer’s obligations on the Notes, that person

is required to pay additional amounts as described under “Payment of Additional Amounts”. The relevant

Notes could be redeemed at the option of the other person in this situation even if additional amounts

became payable immediately upon completion of the merger or sale transaction, including in connection

with an internal corporate reorganization. Neither the relevant Issuer nor that person have any obligation

under the relevant Indenture to seek to avoid the obligation to pay additional amounts in this situation.

The relevant Issuer, or that person, as applicable, shall deliver to the Trustee an officer’s certificate to the

effect that the circumstances required for redemption exist. (Section 1108)

Modification of an Indenture

Each Indenture contains provisions permitting the relevant Issuer, CRH plc and the Trustee to modify

such Indenture or the rights of the holders of debt securities issued pursuant thereto, including the relevant

Notes. There are three types of changes that such parties can make to an Indenture and a series of Notes.

Holders should consult with their banks or brokers for information on how approval may be granted or

denied if the relevant Issuer seeks to change the relevant Indenture or the Notes issued thereunder or

request a waiver.

Changes Requiring Approval of the Holders of the Notes. First, there are changes that cannot be made to a

series of Notes without the specific approval of each holder. The following is a list of those types of

changes:

•change the stated maturity of the principal, or any installment of principal, or interest on the

Notes;

•reduce any amounts and the rate of interest of the Notes or any premium due upon its redemption;

•change any obligation of CRH plc to pay additional amounts;

•reduce the amount of principal payable upon acceleration of the maturity of the Notes following a

default;

•change the place or currency of payment of the Notes;

•impair the holder’s right to sue for payment or conversion;

•reduce the percentage of holders of the Notes whose consent is needed to modify or amend the

indentures;

•reduce the percentage of holders of the Notes whose consent is needed to waive compliance with

various provisions of an Indenture or to waive various defaults;

•modify any other aspect of the provisions dealing with modification and waiver of an Indenture,

unless to provide that additional provisions of an Indenture cannot be modified or waived without

the holders’ consent; and

•modify or affect in any manner adverse to the holder the obligations of CRH plc that relate to

payment of principal, premium and interest, sinking fund payments and conversion rights.

(Section 902)

Changes Requiring a Majority Vote. The second type of change to an Indenture and a series of Notes is

the kind that requires a vote in favor by holders of the Notes owning a majority of the principal amount of

the Notes. Most changes fall into this category, except for clarifying changes, amendments, supplements

and other changes that would not adversely affect the holders in any material respect. (Sections 901 and

902) The same majority vote would be required for an Issuer to obtain a waiver of all or part of the

covenants herein below or a waiver of a past default. However, an Issuer cannot obtain a waiver of a

payment default or any other aspect of an Indenture or the Notes listed in the first category described

under “-Changes Requiring Approval of the Holders of the Notes” unless such Issuer obtains the holders’

individual consent to the waiver. (Section 513)

Changes Not Requiring Approval. The third type of change does not require any vote by holders of the

Notes. This type is limited to clarifications and other changes that would not adversely affect holders of

the Notes in any material respect. (Section 901)

Events of Default and Remedies

The holders of the Notes will have special rights if an event of default occurs and is not cured, as

described below.

What Is An Event of Default? The term event of default means any of the following:

•Neither the relevant Issuer nor CRH plc pays the principal or any premium on the relevant series

of Notes on the maturity date or, in the case of technical difficulties, within 1 day of its due date.

•Neither the relevant Issuer nor CRH plc pays interest or any additional amounts on the relevant

Notes within 30 days of its due date.

•An Issuer or CRH plc remain in breach of a covenant or any other term of the relevant Indenture

or Notes for 90 days after such Issuer or CRH plc, as the case may be, receive a notice of default

stating that such Issuer or CRH plc, as the case may be, are in breach. The notice must be sent by

either the Trustee or by the holders of 25% of such series of Notes.

•The relevant Issuer or CRH plc files for bankruptcy or certain other events or a judgment in

bankruptcy or a similar judgment, decree or order for relief is entered.

•Only with respect to the 2033 Notes, (i) CRH America’s or CRH plc’s other borrowings with an

outstanding principal amount of at least US$50,000,000 (or its equivalent in any other currency)

are accelerated by reason of a default and steps are taken to obtain repayment of these

borrowings; (ii) CRH America or CRH plc fail to make a payment of principal of at least

US$50,000,000 or fail to honor any guarantee or indemnity with respect to borrowings with an

outstanding principal amount of at least US$50,000,000 (or its equivalent in any other currency)

and steps are taken to enforce either of these obligations; or (iii) any mortgage, pledge or other

charge granted by CRH America or CRH plc in relation to any borrowing with an outstanding

principal amount at least US$50,000,000 (or its equivalent in any other currency) becomes

enforceable and steps are taken to enforce the mortgage, pledge or other charge, as the case may

be. (Section 501)

Remedies If an Event of Default Occurs. If an event of default, other than a bankruptcy or similar event of

default, has occurred and has not been cured, the Trustee or the holders of not less than 25% in principal

amount of the relevant series of Notes may declare, by a notice in writing to the relevant Issuer and CRH

plc (and to the Trustee if given by holders), the entire principal amount and any other amounts, including

accrued interest, to be due and immediately payable to the holders to the extent such amounts are

permitted by law to be paid. This is called a declaration of acceleration of maturity. The outstanding

principal amount of the relevant series Notes (or specified amount) and any interest accrued thereon shall

become immediately due and payable on the date the written declaration is received. In a bankruptcy or

similar event of default, the entire principal amount of the relevant series Notes will automatically

become due and immediately payable without any declaration or other action on the part of the Trustee or

any holder. A declaration of acceleration of maturity may be canceled by the holders of at least a majority

in principal amount of the relevant series of Notes if the relevant Issuer or CRH plc have paid the

outstanding amounts due because of the acceleration of maturity and the relevant Issuer or CRH plc have

satisfied certain other conditions. (Section 502)

Except in cases of default, where the Trustee has some special duties, the Trustee is not required to take

any action under an Indenture at the request of any holders unless the holders offer the Trustee reasonable

protection from expenses and liability. (Section 603) This protection is called an indemnity. If reasonable

indemnity is provided, the holders of a majority in principal amount of the outstanding Notes may direct

the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy

available to the Trustee. These majority holders may also direct the Trustee in performing any other

action under the Indenture. (Section 512)

Before the holders of the Notes bypass the Trustee and bring their own lawsuit or other formal legal

action or take other steps to enforce their rights or protect their interests relating to the Notes, the

following must occur:

•The holders must give the Trustee written notice that an event of default has occurred and

remains uncured;

•The holders of 25% in principal amount of the outstanding Notes must make a written request

that the Trustee take action because of the default, and must offer reasonable indemnity to the

Trustee against the cost and other liabilities of taking that action; and

•The Trustee must have not taken action for 60 days after receipt of the foregoing notice and offer

of indemnity and the Trustee has not received an inconsistent direction from the holders of a

majority in principal amount of all outstanding Notes during that period. (Section 507)

However, such limitations do not apply to a suit instituted by the holders of the Notes for the enforcement

of payment of the principal of or interest on the Notes on or after the respective due dates. (Section 508)

Holders should consult their banks or brokers as needed for information on how to give notice or

direction to or make a request of the Trustee and to make or cancel a declaration of acceleration.

Each Indenture requires the relevant Issuer and CRH plc to furnish to the Trustee every year a written

statement of certain of the such Issuer’s and CRH plc’s officers certifying that, to their knowledge, such

Issuer and CRH plc are in compliance with the relevant Indenture and the Notes, or else specifying any

default. (Section 1005)

Regarding the Trustee

As a result of the transfer of J.P. Morgan Chase Bank’s corporate trust business to The Bank of New York

Mellon effective October 1, 2006, The Bank of New York Mellon is currently the trustee under the CRH

America Indenture. The Trustee’s current address is The Bank of New York Mellon, 240 Greenwich

Street, Floor 7E, New York, NY 10286, United States of America. The Trustee is also the current trustee

under the AF Indenture and the SMW Indenture. In addition to acting as trustee, The Bank of New York

Mellon also maintains various banking and trust relationships with each Issuer and some of their

affiliates.

CRH plc and some of its affiliates maintain various banking and trust relationships with the Trustee in the

ordinary course of their business. If an event of default occurs, or an event occurs that would be an event

of default if the requirements for giving an Issuer default notice or an Issuer’s default having to exist for a

specific period of time were disregarded, the Trustee may be considered to have a conflicting interest with

respect to the Notes or the Indentures for purposes of the Trust Indenture Act of 1939. In that case, the

Trustee may be required to resign as trustee under the Indentures and the Issuers or CRH plc would be

required to appoint a successor trustee.

EXHIBIT 10.25

Dated 6 DECEMBER 2023

CRH Group Services Limited

and

Albert Manifold

_________________________________________________

GROUP CHIEF EXECUTIVE SERVICE AGREEMENT

_________________________________________________

This Agreement is made on December 6, 2023 between

(1)CRH Group Services Limited incorporated in the Ireland whose registered office is at 42

Fitzwilliam Square, Dublin 2 (the “Company”); and

(2)Albert Manifold of [*****] (the “Executive”).

This Agreement records the terms on which the Executive will serve the Group as its Group

Chief Executive.

1.Interpretation

In this Agreement (and any schedules to it):

“Board” means the board of directors of CRH plc from time to time or anyone/any

person or committee nominated by the board of directors as its representative for the

purposes of this Agreement;

“Chairman” means Chairman of the Board of CRH plc;

“Employment” means the employment governed by this Agreement;

“Group” means the Company, any Associated Company and any undertakings which

are subsidiary undertakings or holding undertakings of any Associated Company, and

each undertaking which is a member of the Group shall be a “Group Company”;

“Person” means any individual person, firm, company, partnership, unincorporated

association, joint venture or other legal entity; and

“Termination Date” means the date on which the Employment terminates.

2.Commencement of Employment as Group Chief Executive Officer

1.The Employment of the Executive under this Agreement commenced on I January

2014 (the “Commencement Date”). The Employment will continue thereafter,

unless and until it is terminated or terminates in accordance with the provisions of this

Agreement. It is acknowledged that the Executive has previously been continuously

employed in different roles by the Company since 7 September 1998.

3.Appointment and Duties of the Executive

1.The Executive will serve as Group Chief Executive Officer.

2.The Executive will:

(a)subject as provided for in clause 5.1, devote all of his working time, attention

and skill to the Employment;

(b)properly perform his duties and exercise his powers;

(c)accept any offices or directorships in/with Group Companies as reasonably

required by the Board;

(d)comply with all applicable rules and regulations issued by the Company:

(e)obey the reasonable and lawful directions of the Board; and

(f)use his best endeavours to promote the interests and reputation of every

Group Company.

3.The Executive accepts that the Company may require him to perform duties for any

other Group Company, for part of his working time. In performing those duties,

clause 3.2.(d) will apply as if references to the Company are to the appropriate Group

Company. The Company will remain responsible for the payments and benefits the

Executive is entitled to receive under this Agreement.

4.The Executive will keep the Board (and, where appropriate the board of directors of

any other Group Company) fully informed of his conduct of the business, finances or

affairs of the Company or any other Group Company in a prompt and timely manner.

The Executive will provide information to the Board in writing if requested.

5.The Executive will promptly disclose to the Board full details of any wrongdoing by

any employee of any Group Company where he is aware of that wrongdoing and

where it is material to that relevant company or to the interests or reputation of any

Group Company.

6.Each year during the Employment, the Executive will, at the expense of the

Company, undergo a medical examination by a medical practitioner. If the Executive

becomes aware of any health issue which may impact on his ability to perform his

duties as Chief Executive, he will immediately notify the Chairman thereof.

7.The Board shall be entitled to appoint an interim Chief Executive and to vest in that

person the duties of Chief Executive in any case where the Executive is incapacitated

or unable to perform his duties.

4.Hours

1.The Executive will comply with the Company’s normal hours of work and will also

work any additional hours which may be reasonably necessary to perform his duties

to the satisfaction of the Board. The Executive will not receive any further

remuneration for any hours worked in addition to the normal working hours.

2.The Executive and the Company agree that, as the Executive is able to determine the

duration of his working time himself, Part 2 of the Organisation of Working Time Act

1997 shall not apply to his Employment under this Agreement.

5.Interests of the Executive

1.The Executive’s current interests (including all directorships and any shareholdings in

companies other than CRH plc) at the date of this Agreement are set out in Schedule

1. The Executive will be permitted to carry out any such disclosed interests during the

course of the Employment and to be paid and retain fees therefor, subject to the

limitations set out in clauses 3.2.(a) and 5.2. Any additional business involvements

that may arise or be offered to the Executive outside of the CRH Group will be

disclosed to, and be subject to, the agreement of the Chairman. While the Executive

is a member of the CRH Board of Directors, if such additional business involvements

are agreed by the Chairman, the approval of the CRH Board will also be required

prior to acceptance of any external Board position.

2.Subject to the permitted investments set out in clause 5.3, during the Employment the

Executive will not be directly or indirectly engaged or concerned in the conduct of

any activity in any country in which the Company or any Group Company has

significant presence, which is similar to or competes with any activity carried on by

any Group Company (except as a representative of the Company or with the written

consent of the Board),

3.The Executive may not hold or be interested in investments which amount to more

than five per cent of the issued securities of any class of any one company which are

listed or quoted on any recognised Stock Exchange.

4.The Executive will (and will endeavour to procure that his spouse and dependent

children) comply with all rules of law, and rules or policies applicable to CRH plc

from time to time in relation to the holding or trading of securities in CRH plc.

6.Location

1.The Executive will work at the principal office of the Company where he will be

expected to be based. He will also be required to travel and work outside Ireland.

7.Salary and Benefits

1.The Company will pay the Executive a basic salary of € 1,709,442 per annum (less

any deductions which the Company is required by law to make). Salary will be paid

monthly in arrears and will accrue from day to day. The Executive’s basic salary will

be reviewed annually by the Board Remuneration Committee, such review not to

result in a basic salary lower than the salary in the previous year unless otherwise

agreed with the Executive.

2.The basic salary referred to in clause 7.1 includes director’s fees from Group

Companies and any other companies in which the Executive is required to accept a

directorship under the terms of this Employment. To achieve this:

(a)the Executive will repay any fees he receives to the Company; or

(b)his salary will be reduced by the amount of those fees; or

(c)a combination of the methods set out in clauses 7.2(a) and 7.2(b) will be

applied.

3.The Executive is entitled to 28 days’ paid holiday each calendar year of the Company

(in addition to other public holidays), to be taken at times to be agreed in advance

with the Chairman. Holiday entitlement will accrue on a pro-rated basis. For part

calendar years, the Executive’s holiday entitlement for the year will be pro-rated to

the length of his service in that year. The Company may require the Executive to take

any accrued holiday during any notice period. If, on the Termination Date, the

Executive has exceeded his accrued holiday entitlement, the excess may be deducted

from any sums due to him.

4.If the Executive is absent from work due to sickness or injury which is caused by the

fault of another person, and as a consequence recovers from that person or another

person any sum representing compensation for loss of salary under this Agreement,

the Executive will repay to the Company any money it has paid to him as salary in

respect of the same period of absence.

5.The Executive will be eligible to receive an annual bonus of up to 225% of basic

annual salary, with a target of 112.5%, which will be tied to performance targets set

from time to time and to the achievement of agreed personal objectives. The bonus is

subject to a share deferral annually as may be determined by the Board Remuneration

Committee. Any bonus will be paid to the Executive in accordance with any bonus

plan rules from time to time in force less any deductions which the Company is

required by law to make and may be refundable in circumstances determined by the

company.

6.The Executive will be eligible to participate in the CRH 2014 Performance Share

Plan (or any successor or replacement plan approved by shareholders) up to 365% of

basic annual salary in accordance with the rules of that plan.

7.The Company will provide the Executive with a suitable motor car the cost of which

shall be subject to the approval of the Chairman (together with the right to use such

car for business or private purposes on such terms as to private use as the Board of

Directors of the Company may from time to time direct) and will discharge the road

tax and insurance premiums payable thereon together with all running expenses

incurred in connection with travelling in Ireland with the exception of costs

associated with traffic violations which will be the responsibility of the driver. While

the car shall remain the property of the Company the Executive shall ensure that at all

times when it is driven it is in the state and condition required by law. The Executive

shall ensure that the car is properly maintained and shall on the termination of this

Contract, return the car in a roadworthy condition to the Company without delay.

8.The Executive will be covered by the Group’s Directors and Officers liability

insurance on the same basis as other members of the Board.

9.The Executive will be provided with cover under a medical scheme for his benefit

and for the benefit of his wife and dependent children, subject to the terms of the

relevant health insurance scheme from time to time. The Executive understands that

any claim he may have in respect of the Scheme will be against the insurer, not the

Group.

10.The Executive will be covered for a Death-in-Service Lump Sum Benefit of three

times gross basic annual salary subject to the terms of the insurance policy in place

from time to time.

11.The Executive is eligible to receive long term disability cover of 2/3rd of gross annual

basic salary less the state disability pension (the “Disability Cover”). The Disability

Cover is subject to the terms and conditions of the insurer’s policy in place from time

to time. The Executive is admitted to the Company’s insured scheme as at the date of

execution of this agreement. If the maximum benefit payable is lower than the

Disability Cover then the Company shall pay the Executive the difference between

the amount received and the Disability Cover for the duration of the insured claim

provided always that the Executive is not receiving in excess of the Disability Cover

at any time. In the event that the Company does not have a Disability Cover policy in

place with an insurance provider, the Company shall operate a Disability Cover

Scheme pursuant to which the Executive will be eligible to receive Disability Cover,

subject to the relevant terms and conditions of the Company’s scheme.

12.In the case of incapacity to attend work due to illness or injury, the Executive will be

paid sick pay consisting of full remuneration (other than in respect of bonus and other

incentive arrangements, for which the discretion of the Board Remuneration

Committee will remain) up to six months, less statutory sick pay and any other social

welfare benefits in any 12 month rolling period. As a condition of payment a medical

doctor must certify absence from work in excess of two days. Medical certificates

must be submitted to the Company on the third day of absence and weekly thereafter.

The Company reserves the right to refer the Executive for a medical examination, to

determine the state of his health, and/or physical or mental capability to carry out his

duties, at any time during his employment, and to receive a report thereon.

13.The Company will reimburse the Executive’s annual subscription fee to a

professional institution relevant to his role in the Company (the Company to

determine at its sole discretion whether membership of a professional institution is

relevant). Full membership details and receipt will be required.

8.Shareholding Requirements

1. In accordance with the remuneration policies applied by the Board Remuneration

Committee from time to time, the Executive shall be required to maintain certain

shareholding requirements, which may include a required ownership percentage for

the duration of his employment and a minimum post-employment required ownership

percentage of common stock in CRH Plc. The terms of these shareholding

requirements shall be determined from time to time by the Board Remuneration

Committee and communicated to the Executive accordingly.

2.The Board Remuneration Committee of CRH plc shall be responsible for the

administration of the requirements contained in this clause 8 and shall determine the

appropriate means of enforcing its provisions which may include the withholding of

shares by CRH plc or considering the Executive in breach of his obligations under

this agreement. Should the Executive breach this requirements of this Agreement as a

result of an unexpected and precipitous decrease in the CRH share price, the

Executive shall remedy the breach as soon as reasonably possible. The Board

Remuneration Committee shall have the discretion to determine, in consultation with

the Executive, a reasonable time period in which the Executive must remedy the said

breach.

9.Expenses

1.The Company will refund to the Executive all reasonable expenses properly incurred

by him in performing his duties under this Agreement, provided that these are

incurred in accordance with Company expenses policy from time to time. The

Company will require the Executive to produce receipts or other supporting

documents as proof that he has incurred any expenses he claims.

2.If the Executive is provided with a credit or charge card by the Company, this must

only be used for expenses which he incurs in performing the duties of the

Employment.

10.Confidentiality

1.Without prejudice to the common law duties which he owes to the Group, the

Executive agrees that he will not, except in the proper performance of his duties,

copy, use or disclose to any person any of the Group’s trade secrets, or confidential

information. This restriction will continue to apply after the termination of the

Employment without limit in time but will not apply to trade secrets or confidential

information which become public other than through unauthorised disclosure by the

Executive. The Executive will use his best endeavours to prevent the unauthorised

copying use or disclosure of such information. Notwithstanding anything to the

contrary in this Agreement or otherwise, nothing shall limit the Executive’s rights

under applicable law to provide truthful information to any governmental entity or to

file a charge with or participate in an investigation conducted by any governmental

entity. Nothing in this Agreement shall be read as requiring the Executive to waive

any right the Executive may have to receive an award for information provided to any

governmental entity.

2.For the purposes of this Agreement, trade secrets and confidential information include

but will not be limited to technical information, intellectual property, business and

marketing plans, strategies, customer information, software, other information

concerning the products, promotions, development, financing, expansion plans,

business policies and practices of the Group and other forms of information

considered by the Group to be confidential and in the nature of trade secrets

(including, without limitation, ideas, research and development, know-how, formulas,

technical data, designs, drawings, specifications, customer and supplier lists, pricing

and cost information and business and marketing plans and proposals) and any other

information in whatever form (written, oral, visual and electronic) concerning the

confidential affairs of the Group. In the course of the Employment the Executive is

likely to obtain trade secrets and confidential information belonging or relating to

other Group Companies and other persons. He will treat such information as if it falls

within the terms of clause 10.1 and clause 10.2 will apply with any necessary

amendments to such information. If requested to do so by the Group, the Executive

will enter into an agreement with other Group Companies and any other persons in

the same terms as clause 10.1 with any amendments necessary to give effect to this

provision.

11.Intellectual Property Rights

1.For the purposes of this clause, “Intellectual Property” means patents, trade marks,

service marks, registered designs (including applications for and rights to apply for

any of them), inventions, unregistered design rights, logos, trade or business names,

copyrights, database rights, confidential information, knowhow and any similar rights

in any country.

2.The Executive acknowledges that (i) it is part of his normal duties to develop the

products and services of the Group; and (ii) because of the nature of his position he

has a special obligation to further the interests of the Group. All Intellectual Property

which the Executive develops or produces in the course of his Employment duties, or

outside such duties but relating to the business of the Group, will be owned by the

Company to the fullest extent permitted by law. The Executive agrees, at the

Company’s expense, to sign all documents and carry out all such acts as will be

necessary to vest such Intellectual Property in the Company, and to obtain protection

and enforce the Company’s rights anywhere in the world. The Executive also hereby

waives all moral rights in all Intellectual Property which is owned by the Company,

or will be owned by the Company, further to this clause. The Executive will not copy,

disclose or make use of any Intellectual Property belonging to the Company (whether

or not subject to this clause) except to the extent necessary for the proper performance

of his duties. Rights and obligations under this clause will continue after the

termination of this Agreement in respect of all Intellectual Property arising during the

Employment.

12.Termination and Suspension

1.The Employment will continue until terminated by either party giving written notice

at any time as set out in clause 12.2.

2.Each of the Company and the Executive may terminate the Employment by giving to

the other not less than twelve months’ written notice.

3. In the event that written notice is served by either party in accordance with Clause

12.2 at any time following the date of execution of this contract, the Executive’s

employment will be deemed to have terminated by reason of retirement.

4.The Company may at its sole and absolute discretion pay a sum equal to the

Executive’s full remuneration (other than in respect of bonus, performance share plan

and other incentive arrangements, for which the discretion of the Board Remuneration

Committee will remain) in lieu of any unexpired period of notice (less any deductions

the Company is required by law to make).

5.Notwithstanding the other provisions of the Agreement, the Company may terminate

the Employment by giving written notice to take immediate effect if the Executive

does not perform the duties of the Employment for a period of 120 consecutive days

or 180 days (whether or not consecutive) in any period of 365 days because of

sickness, injury or other incapacity. Notice can be given whilst the Executive

continues not to perform his duties or on expiry of the 120 or 180 day period. In this

clause, ‘days’ includes Saturdays, Sundays and public holidays. The Employment

will not be terminated under this clause 12.5 if to do so would operate to deprive the

Executive of benefits in payment under any permanent health insurance policy

provided by the Company.

6.Notwithstanding the other provisions of the Agreement, the Company may terminate

the Employment by giving written notice to take immediate effect if the Executive:

(a)commits any serious or persistent breach of his material obligations under

this Agreement: or

(b)is guilty of any gross misconduct which is materially injurious or causes

financial or reputational harm to any Group Company; or

(c)is guilty of dishonesty or is convicted of an offence (other than a motoring

offence which does not result in imprisonment) whether in connection with

the Employment or otherwise; or

(d)commits (or is reasonably believed by the Board to have committed) a

material breach of any relevant legislation in force which may affect or relate

to the business of any Group Company; or

(e)becomes of unsound mind, is bankrupted or has a receiving order made

against him or makes any general composition with his creditors or takes

advantage of any statute affording relief for insolvent debtors; or

(f)becomes disqualified from being a director of a company or if the

Executive’s directorship of the Company terminates without the consent or

concurrence of the Company.

7.Where the Company terminates the Employment by giving written notice to take

immediate effect in accordance with clause 12.6, for the avoidance of doubt there is

no obligation to give notice as set out in clause 12.2 or any other period of notice or

to make any payment in lieu of notice.

8.When the Employment terminates, the Company may deduct from any money due to

the Executive (including remuneration) any amount which he owes to any Group

Company.

9.The Board may suspend the Executive from the Employment on full remuneration

(other than in respect of bonus, performance share plan and other incentive

arrangements for which the discretion of the Remuneration Committee will remain) at

any time and for any reason to investigate any matter in which the Executive appears

to be involved (whether directly or indirectly) and to conduct any related disciplinary

proceedings.

13.Garden Leave

1.At any time after notice to terminate the Employment is given by either party under

clause 12 above, or if the Executive resigns without giving due notice and the

Company does not accept his resignation, the Company may, at its absolute

discretion, require the Executive to take a period of absence, called garden leave, for

some or all of the remaining period of notice pursuant to clause 12, which for the

avoidance of doubt could be for a maximum period of 12 months (pursuant to clause

12.2) (the “Garden Leave Period”). The provisions of this clause shall apply to any

Garden Leave Period. During the Garden Leave Period, the Executive will be entitled

to receive full remuneration (other than in respect of bonus, performance share plan

and other incentive arrangements for which the discretion of the Board Remuneration

Committee will remain) in accordance with the terms of this Agreement, any unused

holiday accrued at the commencement of the Garden Leave Period and any holiday

accrued during any such period will be deemed to be taken by the Executive during

the Garden Leave Period. At the end of the Garden Leave Period, the Company may,

at its sole and absolute discretion, pay the Executive full remuneration (other than in

respect of bonus and other incentive arrangements for which the discretion of the

Board Remuneration Committee will remain) in lieu of the balance of any period of

notice given by the Company or the Executive (less any deductions the Company is

required by law to make),

2.The Company may require that the Executive will not, without prior written consent

of the Board or as otherwise permitted pursuant to clause 5 above, be employed or

otherwise engaged in the conduct of any activity, whether or not of a business nature,

during the Garden Leave Period and further, if so requested by the Company, the

Executive will not:

(a)enter or attend the premises of the Company or any other Group Company; or

(b)contact or have any communication with any customer or client of the

Company or any other Group Company in relation to the business of the

Company or any other Group Company (other than purely social contact); or

(c)contact or have any communication with any employee, officer, director,

agent or consultant of the Company or any other Group Company in relation

to the business of the Company or any other Group Company (other than

purely social contact); or

(d)remain or become involved in any aspect of the business of the Company or

any other Group Company except as required by such companies.

3.During the Garden Leave Period, the Company may require the Executive:

(a)to comply with the provisions of clause 16; and

(b)to immediately resign from any directorship, trusteeships or other offices

which he holds in the Company, any other Group Company or any other

company where such directorship or other office is held as a consequence or

requirement of the Employment, unless he is required to perform duties to

which any such directorship, trusteeship or other office relates in which case

he may retain such directorships, trusteeship or other offices while those

duties are ongoing. The Executive hereby irrevocably appoints the Company

to be his attorney to execute any instrument and do anything in his name and

on his behalf to effect his resignation if he fails to do so in accordance with

this clause 13.3.(b).

4.During the Garden Leave Period:

(a)the Executive shall provide such assistance as the Company or any Group

Company may require to effect an orderly handover of his responsibilities to

any individual or individuals appointed by the Company or any Group

Company to take over his role or responsibilities;

(b)the Executive shall make himself available to deal with requests for

information, provide assistance, be available for meetings and to advise on

matters relating to work (unless the Company has agreed that the Executive

may be unavailable for a period); and

(c)the Company may appoint another person to carry out his duties in

substitution for the Executive.

5.All duties of the Employment (whether express or implied), including without

limitation the Executive’s duties of fidelity, good faith and exclusive service, shall

continue throughout the Garden Leave Period save as expressly varied by this clause

13. The Executive agrees that the exercise by the Company of its rights pursuant to

this clause 13 shall not entitle the Executive to claim that he has been constructively

dismissed provided that the Company complies with its obligations under this

Agreement.

14.Restrictions after Termination of Employment

1.In this clause:

“Capacity” means as agent, consultant, director, employee, owner, partner,

shareholder or in any other capacity

“Prohibited Area” means any country in which the Company or any Group

Company has a significant presence at the Relevant Date;

“Restricted Business” those parts of the business of any Group Company with which

the Executive (and/or persons reporting to the Executive) were involved to a material

extent in the twelve months prior the date of commencement of Garden Leave or the

Termination Date whichever is the earlier;

“Restricted Customer” any firm, company or person who, during the twelve months

immediately prior to the date of commencement of Garden Leave or the Termination

Date whichever is the earlier date, was a customer of or in the habit of dealing with

any Group Company or with whom any Group Company was in the process of

negotiating in relation to the business of any such Group Company and in each case

with whom you (and/or persons reporting to you) had contact or about whom you

became aware or informed in the course of your employment;

“Restricted Person” anyone employed or engaged by any Group Company who

could materially damage the interests of the relevant Group Company if that person

were to be involved in any Capacity in any business concern which competes with

any Restricted Business, and with whom the Executive (and/or persons reporting to

the Executive) dealt in the twelve months immediately prior to the date of

commencement of Garden Leave or the Termination Date whichever is the earlier;

“Relevant Date” means the Termination Date or, if earlier, the date on which the

Executive commences any Garden Leave Period; and

“Restricted Period” means the period of

(a)nine months for the purpose of clause 14.2 (c); and

(b)twelve months for any other purpose;

in either case less any Garden Leave Period, commencing on the Relevant Date, save

that in the event the Restricted Period less any Garden Leave Period would result in

no period of time or a negative period of time, then for the purposes of this clause 14

there will be deemed to be no further Restricted Period.

2.The Executive is likely to obtain trade secrets and confidential information and

personal knowledge of and influence over customers and employees of the Group

during the course of the Employment. To protect these interests, the Executive

covenants with the Company (for itself and as a trustee and agent for each Group

Company) that the Executive will not, without the prior written consent of the Chair,

during the Restricted Period:

(a)in the course of any business concern which is in competition with any

Restricted Business, offer to employ or engage or otherwise endeavour to

entice away from any Group Company any Restricted Person; and or

(b)for the Restricted Period, be involved with the provision of goods or services

to (or otherwise have any business dealings with) any Restricted Customer in

the course of any business concern which is in competition with any

Restricted Business; and/or

(c)in any Capacity within any country in which the Group operates, carry on or

be engaged, concerned or interested in or provide advice to any business

concern which is (or intends to be) in competition with any Restricted

Business.

3.Each of the paragraphs contained in clause 14.2 constitutes an entirely separate and

independent covenant. If any covenant is found to be invalid this will not affect the

validity or enforceability of any of the other covenants.

4.Following the Termination Date, the Executive will not represent himself as being in

any way connected with the businesses of the Company or of any other Group

Company (except to the extent agreed by such a company) and neither shall the

Executive disparage the Company or its directors, officers, employees or agents.

5.Any benefit given or deemed to be given by the Executive to any Group Company

under the terms of clause 14 is received and held on trust by the Company for the

relevant Group Company. The Executive will enter into appropriate restrictive

covenants directly with other Group Companies if asked to do so by the Company.

6.The Executive agrees that if in the course of his employment or thereafter during the

continuance in force of the restrictions set out in this clause 14, the Executive

receives an offer of employment from any Person, the Executive will immediately

provide that person with a complete and accurate copy of this Agreement.

15.(a) Offers on Liquidation

The Executive will have no claim against the Company or any Group Company if the

Employment is terminated by reason of liquidation in order to reconstruct or

amalgamate the Company or by reason of any reorganisation of the Company and the

Executive is offered employment with the company succeeding to the Company upon

such liquidation or reorganization and the new terms of employment offered to the

Executive are no less favourable to him than the terms of this agreement.

(b) Change of Control

The Executive shall be entitled to terminate his employment by giving to the

Company not less than thirty days prior notice at any time within six months after a

change in control of CRH plc, if the Executive has reasonable grounds to contend that

such change of control has resulted or will result in a diminution of his powers, duties

or functions in relation to CRH plc. Upon such termination the Company shall make

to the Executive in extinction of all and any claims which the Executive may have in

respect of the termination of his employment a payment which (subject to the

deduction of tax and other statutory payments as required by law and any other sums

owed by the Executive to the Company or any Group company) is equal to one years’

remuneration, provided that the Executive accepts such payment in full and final

discharge and satisfaction of such (if any) equitable, statutory, contractual and other

common law rights, claims and demands as the Executive may have against the

Company and any Group company. For the purpose of this clause, the Executive’s

remuneration will be calculated as inclusive of his then current base salary, any

Vested Awards due under the incentive scheme and the cost to the employer of

providing all other current contractual benefits which will otherwise be ongoing in

nature. The treatment of any annual bonus or Unvested Awards will remain at the

discretion of the Board Remuneration Committee in accordance with the provisions

of the bonus plan and the rules of the relevant scheme. For the purposes of this Clause

a change in control of CRH plc shall be deemed to have occurred if a person or

persons acting in concert acquires, directly or indirectly, shares in CRH plc which,

when aggregated with any existing holding by such person or persons, carries more

than fifty percent (50%) of the voting rights of CRH plc; and in this sub-clause

“person” includes a partnership, company, statutory corporation or other body

corporate.

In the event of a dispute between the parties as to whether a change in control of CRH

plc has occurred or has resulted or will result in a diminution of the Executive’s

powers, duties or functions in relation to CRH plc, the parties hereto shall, at the

request of the Executive and in advance of the termination of his employment refer

such dispute to a third party for decision. Any such dispute between the parties

concerning or relating to the provisions of this Clause shall be referred to such a third

party as the parties hereto may mutually agree in writing or, in the default of

agreement, to such independent third party as shall be nominated by the President for

the time-being of the Institute of Chartered Accountants in Ireland (hereinafter called

the “third party”). Once the third party has been agreed or appointed as aforesaid,

each of the parties hereto shall, within 10 days of the date thereof, furnish written

submissions to the third party setting out their respective positions in relation to the

matters in dispute. The third party may, if he or she deems it appropriate to do so,

convene a meeting with the parties after receipt of such written submissions. After the

third party has heard the parties and/or considered their written submissions, he or she

shall make a determination of all matters in dispute. In making such determination,

the third party’ shall act as an expert and not as an arbitrator. The decision of the third

party shall be final and binding on both parties save in the case of manifest error. The

costs incurred by the third party shall be discharged by the Company.

16.Return of Company Property

1.Any time during the Employment (at the request of the Company) and in any event

when the Employment terminates, the Executive will immediately return to the

Company:

(a)all documents and other materials (whether originals or copies) made or

compiled by or delivered to the Executive during the Employment and

concerning all the Group Companies. The Executive will not retain any

copies of any materials or other information; and

(b)all other property belonging or relating to any of the Group Companies.

2.If the Executive commences Garden Leave in accordance with clause 13, he may be

required to comply with the provisions of clause 16.1.

17.Directorships

1.The Executive’s office as a director of the Company or any other Group Company is

subject to the Constitution of the relevant company (as amended from time to time),

If the provisions of this Agreement conflict with the provisions of the Constitution

then the Constitution will prevail.

2.The Executive must resign from any office held in any Group Company if he is asked

to do so by the Company on the termination of the Employment.

3.If the Executive does not resign as an officer of a Group Company, having been

requested to do so in accordance with clause 17.2, the Company will be appointed as

his attorney to effect the resignation. By entering into this Agreement, the Executive

irrevocably appoints the Company as his attorney to act on his behalf to execute any

document or do anything in his name necessary to effect his resignation in accordance

with clause 17.2. If there is any doubt as to whether such a document (or other thing)

has been carried out within the authority conferred by this clause 17.3, a certificate in

writing (signed by any director or the secretary of the Company) will be sufficient to

prove that the act of thing falls within that authority.

4.During the Employment, the Executive will not do anything which could cause him to

be disqualified from continuing to act as a director of any Group Company.

18.Notices

1.Any notices given under this Agreement must be given by letter or email. Notice to

the Company must be addressed to the Chairman at the Company’s registered office

at the time the notice is given. Notice to the Executive must be given to him

personally or sent to his last known address.

2.Except for notices given by hand, notices given by post will be deemed to have been

given on the next working day after the day of posting and notices given by email will

be deemed to have been given in the ordinary course of transmission.

19.Data Protection

1.The Company holds personal information about you which is subject to the General

Data Protection Regulation (GDPR) and the Data Protection Acts 1988-2018. By

signing this Agreement you accept that the Company will process personal

information about you where it is necessary to do so in the normal course of the

employer/employee relationship and/or in the course of the legitimate business

interests pursued by the Company. In doing so, the Company may from time to time

require that the personal information is transferred within the Group both inside and

outside the European Union and also to third party service providers as necessary to

administer your employment (e.g. benefit providers) and as necessary for the

Company’s legitimate business interests (e.g. its professional advisers).

2.Your data will be retained for the duration of your employment plus an additional

period (typically 7 years but possibly longer) to address the relevant retention and

limitation periods determined by law. The Company will process your personal

information in accordance with data protection laws and you can consult the

Company’s Data Protection Policy (as may be amended from time to time) for details

about how to exercise rights in respect of data. The Company’s Data Protection

Policy provides detailed information on the processing of personal data. The

Company will ensure that your information is accurate, kept up to date and not kept

for longer than is necessary and you agree to let the Company know of any material

change in such personal data (e.g. next of kin for emergency contact purposes). The

Company will also take measures to safeguard your data against unauthorised or

unlawful processing and accidental loss or destruction or damage to the data and the

Company relies on you as an employee to comply with all applicable workplace

policies governing the use of Company facilities and the use and disclosure of data.

3.The Company reserves the right to monitor your use of Group facilities in exceptional

cases where the Company believes it is necessary to ensure compliance with

acceptable usage and other applicable policies therefore you should not assume that

workplace email communications are private. You are advised that where appropriate

and available, evidence such as CCTV footage, web-logs, etc. will be used by the

Company in the context of internal investigations and/or disciplinary proceedings.

20.Miscellaneous

1.This Agreement may be entered into in any number of counterparts, all of which

taken together shall constitute one and the same instrument. Any party may enter into

this Agreement by executing any such counterpart.

2.This Agreement may only be modified by the written agreement of the parties.

3.The Executive cannot assign this Agreement to anyone else.

4.References in this Agreement to rules, regulations, policies, handbooks or other

similar documents which supplement it or are referred to in it are references to the

versions or forms of the relevant documents as amended or updated from time to

time.

5.This Agreement supersedes any previous written or oral agreement between the

parties in relation to the matters dealt within it. It contains the whole agreement

between the parties relating to the Employment at the date the agreement was entered

into (except for those terms implied by law which cannot be excluded by the

agreement of the parties). The Executive acknowledges that he has not been induced

to enter into this Agreement by any representation, warranty or undertaking not

expressly incorporated into it. The Executive agrees and acknowledges that his only

rights and remedies in relation to any representation, warranty or undertaking made or

given in connection with this Agreement (unless such representation, warranty or

undertaking was made fraudulently) will be for breach of the terms of this

Agreement, to the exclusion of all other rights and remedies. By signing the

Agreement, the Executive acknowledges that he does so with full understanding of its

meaning and effect and with the benefit of independent legal advice.

6.Neither party’s rights or powers under this agreement will be affected if:

(a)one party delays in enforcing any provision of this Agreement; or

(b)one party grants time to the other party.

7.References to any statutory provisions include any modifications or re-enactments of

those provisions.

8.Headings will be ignored in construing this Agreement.

9.If either party agrees to waive his rights under a provision of this Agreement, that

waiver will only be effective if it is in writing and it is signed by him. A party’s

agreement to waive any breach of any term or condition of this Agreement will not be

regarded as a waiver of any subsequent breach of the same term or condition or a

different term or condition.

10.The Executive will at all times comply with the Rules of any Exchange in which

CRH plc is listed and any corporate governance rules and standards affecting CRH

plc.

11.The Executive acknowledges and agrees that any compensation payable pursuant to

or contemplated by this Agreement shall be subject to reduction, cancellation,

forfeiture or recoupment in accordance with the terms of any Company Clawback

policy approved by the CRH Board or any delegated Committee in effect from time

to time or applicable law.

12.This Agreement is governed by and will be interpreted in accordance with the laws of

Ireland. Each of the parties submits to the jurisdiction of the courts of Ireland as

regards any claim or matter arising under this agreement.

PRESENT when the Common Seal of

CRH Group Services Limited was affixed hereto

/s/ Richie Boucher

Authorised Signatory/ Director

/s/ Neil Colgan

Company Secretary/ Director

SIGNED by Albert Manifold

in the presence of:

/s/ Albert Manifold

Albert Manifold

Witness’s signature:[*****]

Name Address:[*****]

Occupation:[*****]

Schedule 1

INTERESTS OF EXECUTIVE

[Intentionally Omitted]

EXHIBIT 10.27

Dated 6 DECEMBER 2023

CRH Group Services Limited

and

Denis James Mintern

_____________________________________________________

CHIEF FINANCIAL OFFICER SERVICE AGREEMENT

_____________________________________________________

This Agreement is made on December 6, 2023 between

(1)CRH Group Services Limited incorporated in the Ireland whose registered office is at 42

Fitzwilliam Square, Dublin 2 (the “Company”); and

(2)Denis James Mintern of [*****] (the “Executive”).

This Agreement records the terms on which the Executive will serve the Group as its Chief

Financial Officer.

1.Interpretation

In this Agreement (and any schedules to it):

“Board” means the board of directors of CRH plc from time to time or anyone/any

person or committee nominated by the board of directors as its representative for the

purposes of this Agreement;

“Chief Executive” means Chief Executive of CRH plc for the time being;

“Employment” means the employment governed by this Agreement;

“Group” means the Company, any Associated Company and any undertakings which

are subsidiary undertakings or holding undertakings of any Associated Company, and

each undertaking which is a member of the Group shall be a “Group Company”;

“Person” means any individual person, firm, company, partnership, unincorporated

association, joint venture or other legal entity; and

“Termination Date” means the date on which the Employment terminates.

2.Commencement of Employment as Chief Financial Officer

1.The Employment of the Executive under this Agreement commenced on 1 June 2021

(the ‘Commencement Date”). The Employment will continue thereafter, unless and

until it is terminated or terminates in accordance with the provisions of this

Agreement. It is acknowledged that the Executive has previously been continuously

employed in different roles by the Group since April 2002.

3.Appointment and Duties of the Executive

1.The Executive will serve as Chief Financial Officer.

2.The Executive will:

(a)subject as provided for in clause 5.1, devote all of his working time, attention

and skill to the Employment;

(b)carry out the duties customarily carried out by a Chief Financial Officer and

such duties as may be assigned to him by the Chief Executive or the Board;

(c)properly perform his duties and exercise his powers;

(d)accept any offices or directorships in/with Group Companies as reasonably

required by the Board;

(e)comply with all applicable rules and regulations issued by the Company from

time to time;

(f)obey the reasonable and lawful directions of the Chief Executive and the

Board; and

(g)use his best endeavours to promote the interests and reputation of every

Group Company.

3.The Executive accepts that the Company may require him to perform duties for any

other Group Company, for part of his working time. In performing those duties,

clause 3.2. (e) will apply as if references to the Company are to the appropriate Group

Company. The Company will remain responsible for the payments and benefits the

Executive is entitled to receive under this Agreement.

4.The Executive will keep the Chief Executive fully informed of the discharge of his

duties in a prompt and timely manner. The Executive will provide information to the

Chief Executive in writing if requested.

5.The Executive will promptly disclose to the Chief Executive full details of any

wrongdoing by any employee of any Group Company where he is aware of that

wrongdoing and where it is material to that relevant company or to the interests or

reputation of any Group Company.

6.Each year during the Employment, the Executive will, at the expense of the

Company, undergo a medical examination by a medical practitioner. If the Executive

becomes aware of any health issue which may impact on his ability to perform his

duties, he will immediately notify the Chief Executive thereof.

7.The Company shall be entitled to appoint an interim Chief Financial Officer and to

vest in that person the duties of Chief Financial Officer in any case where the

Executive is incapacitated or unable to perform his duties.

8.The Executive shall serve the Company as Chief Financial Officer or in any other

executive capacity as the Executive and the Company may agree from time to time.

4.Hours

1.The Executive will comply with the Company’s normal hours of work and will also

work any additional hours which may be reasonably necessary to perform his duties

to the satisfaction of the Chief Executive. The Executive will not receive any further

remuneration for any hours worked in addition to the normal working hours.

2.The Executive and the Company agree that, as the Executive is able to determine the

duration of his working time himself, Part 2 of the Organisation of Working Time Act

1997 shall not apply to his Employment under this Agreement.

5.Interests of the Executive

1.The Executive’s current interests (including all directorships and any shareholdings in

companies other than CRH plc) at the date of this Agreement are set out in Schedule

1. The Executive will be permitted to carry out any such disclosed interests during the

course of the Employment and to be paid and retain fees therefor, subject to the

limitations set out in clauses 3.2.(a) and 5.2. Any additional business involvements

that may arise or be offered to the Executive outside of the CRH Group will be

disclosed to, and be subject to, the agreement of the Chief Executive. While the

Executive is a member of the CRH Board of Directors, if additional business

involvements are agreed by the Chief Executive, the approval of the CRH Board will

also be required prior to acceptance of any external Board positions.

2.Subject to the permitted investments set out in clause 5.3, during the Employment the

Executive will not be directly or indirectly engaged or concerned in the conduct of

any activity in any country in which the Company or any Group Company has

significant presence, which is similar to or competes with any activity carried on by

any Group Company (except as a representative of the Company or with the written

consent of the Board).

3.The Executive may not hold or be interested in investments which amount to more

than five per cent of the issued securities of any class of any one company which are

listed or quoted on any recognised Stock Exchange.

4.The Executive will (and will endeavour to procure that his spouse and dependent

children) comply with all rules of law, and rules or policies applicable to CRH plc

from time to time in relation to the holding or trading of securities in CRH plc.

6.Location

1.The Executive will work at the principal office of the Company (currently

Stonemasons Way, Rathfarnham, Dublin 16) where he will be expected to be based.

He will also be required to travel and work outside Ireland. The Company reserves

the right to transfer the Executive to another location within Ireland in accordance

with business requirements. In the event of such a transfer there will be no relocation

package offered, however depending upon the distance of the move, assistance may

be provided under the Relocation Policy in operation at the time.

7.Salary and Benefits

1.The Company will pay the Executive a basic salary of €891,182 per annum (less any

deductions which the Company is required by law to make). Salary will be paid

monthly in arrears and will accrue from day to day.

Salaries are reviewed annually by the CEO and Board Remuneration Committee;

such review not to result in a basic salary lower than the salary in the previous year

unless otherwise agreed with the Executive.

2.The basic salary referred to in clause 7.1 includes director’s fees from Group

Companies and

any other companies in which the Executive is required to accept a directorship under

the terms of this Employment. To achieve this:

(a)the Executive will repay any fees he receives to the Company; or

(b)his salary will be reduced by the amount of those fees; or

(c)a combination of the methods set out in clauses 7.2(a) and 7.2.(b) will be

applied.

3.The Executive is entitled to 28 days’ paid holiday each calendar year of the Company

(in addition to other public holidays), to be taken at times to be agreed in advance

with the Chief Executive. Holiday entitlement will accrue on a pro-rated basis

(including two days on which the Company is closed (Good Friday and Christmas

Eve) where Christmas Eve falls between Monday and Friday). For part calendar

years, the Executive’s holiday entitlement for the year will be pro-rated to the length

of his service in that year. The Company may require the Executive to take any

accrued holiday during any notice period. If, on the Termination Date, the Executive

has exceeded his accrued holiday entitlement, the excess may be deducted from any

sums due to him.

4.If the Executive is absent from work due to sickness or injury which is caused by the

fault of another person, and as a consequence recovers from that person or another

person any sum representing compensation for loss of salary under this Agreement,

the Executive will repay to the Company any money it has paid to him as salary in

respect of the same period of absence.

5.The Executive will be eligible to receive an annual bonus of up to 200% of basic

annual salary, with a target of 100%, which will be tied to performance targets set

from time to time and to the achievement of agreed personal objectives. The bonus is

subject to a share deferral annually as may be determined by the Board Remuneration

Committee. Any bonus will be paid to the Executive less any deductions which the

Company is required by law to make and may be refundable in circumstances

determined by the company.

6.The Executive will be eligible to participate in the CRH 2014 Performance Share

Plan (or any successor or replacement plan approved by shareholders) up to 250% of

basic annual salary in accordance with the rules of that plan.

7.The Executive will receive a basic Car Allowance of €20,000 gross per annum (less

any deductions which the Company is required by law to make) payable monthly

together with the Executive’s normal salary payment.

8.Having already reached the Irish pension cap, the Executive will receive a taxable

pension cash adjustment calculated as 10% of annual base salary. This will be paid

monthly together with the Executive’s normal salary payment.

9.The Executive will be covered for a Death-in-Service Lump Sum Benefit of three

times gross basic annual salary subject to the terms of the insurance policy in place

from time to time.

10.The Executive will be covered by the Group’s Directors and Officers liability

insurance on the same basis as other members of the Board.

11.The Executive will be provided with cover under a medical scheme for his benefit