Report on Directors’ Remuneration

The Remuneration Committee Remuneration Policy Executive Directors’ Remuneration Review of Compensation Arrangements/New Share Option Scheme Non-executive Directors’ Remuneration Pensions Directors’ Service Contracts Directors’ Remuneration and Interests in Share Capital Notes to Directors’ remuneration

Individual remuneration for the year ended 31st December 2009 Pension entitlements – defined benefit Pension entitlements – defined contribution Deferred Shares (iv) Directors’ awards under the Performance Share Plan (i) Directors’ interests Directors’ share options Options by Price Directors’ Interests in Share Capital at 31st December 2009

The Remuneration Committee

The Remuneration Committee of the Board consists of non-executive Directors of the Company. The terms of reference for the Remuneration Committee are to determine the Group’s policy on executive remuneration and to consider and approve salaries and other terms of the remuneration packages for the executive Directors. The Committee receives advice from leading independent firms of compensation and benefit consultants when necessary and the Chief Executive attends meetings except when his own remuneration is being discussed. Membership of the Remuneration Committee is set out in the Board of Directors section.

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Remuneration Policy

CRH is an international group of companies, with activities in 35 countries. CRH’s policy on Directors’ remuneration is designed to attract and retain Directors of the highest calibre who can bring their experience and independent views to the policy, strategic decisions and governance of CRH.

Executive Directors must be properly rewarded and motivated to perform in the best interest of the shareholders. The spread of the Group’s operations requires that the remuneration packages in place in each geographical area are appropriate and competitive for that area. In setting remuneration levels, the Remuneration Committee takes into consideration the remuneration practices of other international companies of similar size and scope and the EU Commission’s recommendations on remuneration in listed companies.

The EU Commission’s recommendations were published in December 2004 in a document entitled “fostering an appropriate regime for the remuneration of the directors of listed companies” and those recommendations were supplemented by additional recommendations issued in 2009. The Remuneration Committee supports the general objectives of the EU’s recommendations and the broad issues they aim to address. This is reflected in the detailed disclosures in this Report in relation to the Group’s remuneration policy, the elements of executive Directors’ remuneration (including bonus structure, deferred bonus arrangements and share incentive plans), the collective and individual remuneration of Directors and pension entitlements. The Company believes that shareholders are entitled to have a ‘say on pay’ and, accordingly, at the 2010 Annual General Meeting, this Report will be presented to shareholders for the purposes of an advisory vote. A number of the EU Commission’s recommendations, some of which are the subject of on-going consideration at government level and in investment associations, have not been implemented by the Remuneration Committee. Those areas will continue to receive the Committee’s active consideration and their relevance and practicality in the business context in which CRH operates will be assessed.

Performance-related rewards, based on measured targets, are a key component of remuneration. CRH’s strategy of fostering entrepreneurship in its regional companies requires well-designed incentive plans that reward the creation of shareholder value through organic and acquisitive growth. The typical elements of the remuneration package for executive Directors are basic salary and benefits, a performance-related incentive plan, a contributory pension scheme and participation in the performance share and share option plans. It is policy to grant participation in these plans to key management to encourage identification with shareholders’ interests and to create a community of interest among different regions and nationalities.

The Group also operates share participation plans and savings-related share option schemes for eligible employees in all regions where the regulations permit the operation of such plans. In total there are approximately 7,300 employees of all categories who are shareholders in the Group.

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Executive Directors’ Remuneration

Basic salary and benefits
The basic salaries of executive Directors are reviewed annually having regard to personal performance, company performance, step changes in responsibilities and competitive market practice in the area of operation. Employment-related benefits relate principally to relocation costs, the use of company cars and medical/life assurance. No fees are payable to executive Directors.

Performance-related incentive plan
The performance-related incentive plan is totally based on achieving clearly defined and stretch annual profit targets and strategic goals with an approximate weighting of 80% for profits and cash flow generation and 20% for personal and strategic goals. At target performance, payout is 80% of basic salary for Europe-based participants and 90% of basic salary for US-based participants. A maximum payout of 1.5 times these levels is payable for a level of performance well in excess of target.

The four components of the plan are:

• (i) Individual performance
• (ii) Earnings per share growth targets
• (iii) Cash flow generation targets
• (iv) Return on net assets targets.

Up to one-third of the bonus in each year is payable in CRH shares and the entitlement to beneficial ownership of the shares is deferred for a period of three years, with the individual not becoming beneficially entitled to the shares in the event of departure from the Group in certain circumstances during that time period.

In addition, the Chief Executive, Mr. M. Lee, has a special long-term incentive plan incorporating targets set for the five-year period 2009-2013. The plan incorporates challenging goals in respect of Total Shareholder Return by comparison with a peer group, growth in earnings per share and the strategic development of the Group, with a total maximum earnings potential of 40% of aggregate basic salary. While accruals are made on an annual basis, there is no commitment to any payment until the end of the period. Details of the manner in which the earnings are provided for under the plan are set out in Note 2 to the table of Directors’ remuneration.

Performance Share Plan/Share Option Scheme
Long-term incentive plans involving conditional awards of shares are now a common part of executive remuneration packages, motivating high performance and aligning the interests of executives and shareholders. The Performance Share Plan (PSP) approved by shareholders in May 2006 is tied to Total Shareholder Return (TSR). Half of the award is assessed against TSR for a group of global building materials companies and the other half against TSR for the constituents of the Eurofirst 300 Index.

The maximum award under the PSP is 150% of basic salary per annum in the form of conditional shares and the vesting period is three years. The awards lapse if over the three-year period CRH’s TSR is below the median of the peer group/index; 30% of the award vests if CRH’s performance is equal to the median while 100% vests if CRH’s performance is equal to or greater than the 75th percentile; for TSR performance between the 50th and the 75th percentiles, between 30% and 100% of the award vests on a straight-line basis.

When approved by shareholders in 2006, the Performance Share Plan incorporated an earnings per share (EPS) growth underpin of the Irish Consumer Price Index plus 5% per annum, a requirement of the Irish Association of Investment Managers (IAIM) at the time. During 2009, the IAIM advised that it did not regard this financial test as an additional hurdle but rather as a mechanism to assist the Remuneration Committee in determining whether TSR reflected performance. Following discussion with the IAIM, the rules of the PSP were amended to delete the underpin requirement, substituting in its place the condition that no award, or portion of an award, which had satisfied the TSR performance criteria would be released unless the Remuneration Committee had confirmed that the TSR outcome was valid and had not been significantly affected by unusual events or extraneous factors. In addition, the Committee reviews EPS growth to assess its consistency with the objectives of the performance assessment, for example, comparing EPS performance with that of non-financial companies listed on the Irish Stock Exchange.

Participants in the Plan are not entitled to any dividends (or other distributions made) and have no right to vote in respect of the shares subject to the award, until such time as the shares vest. Details of awards to Directors under the Plan are provided in the Directors awards under the Performance Share Plan table.

Under the terms of the Share Option Scheme approved by shareholders in May 2000 (the 2000 Share Option Scheme), two tiers of options have been available subject to different performance conditions as set out below:

(i)

Exercisable only when EPS growth exceeds the growth of the Irish Consumer Price Index by 5% compounded over a period of at least three years subsequent to the granting of the options (Basic Tier).

(ii)

Exercisable, if over a period of at least five years subsequent to the granting of the options, the growth in EPS exceeds the growth of the Irish Consumer Price Index by 10% compounded and places the Company in the top 25% of EPS performance of a peer group of international building materials and other manufacturing companies. If below the 75th percentile, these options are not exercisable (Second Tier).

With the introduction of the Performance Share Plan, the Remuneration Committee decided that no further Second Tier share options should be granted under the 2000 Share Option Scheme; however, Basic Tier options continued to be issued. Grants of share options were at the market price of the Company’s shares at the time of grant, and were made after the final results announcement ensuring transparency.

The percentage of share capital which can be issued under the Performance Share Plan and share option schemes, and individual share option grant limits, comply with institutional guidelines.

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Review of Compensation Arrangements/New Share Option Scheme

During 2009, the Remuneration Committee carried out a review of senior executive remuneration, to ensure that the Company’s arrangements were aligned with CRH’s business strategy and remained competitive with the external marketplace. This followed a similar review in 2005, which led to amendments to the annual bonus plan and the introduction of the Performance Share Plan. The Committee concluded that no change was required to current remuneration arrangements. However, as the 2000 Share Option Scheme expires in May 2010, it is proposed to seek shareholder approval at the 2010 Annual General Meeting (AGM) for the introduction of a new share option scheme (the New Scheme). If approved, it is intended to grant options under the New Scheme following the AGM and thereafter, subject to satisfactory performance, to award options annually ensuring a smooth progression over the life of the New Scheme.

The proposed New Scheme will be based on one tier of options with a single vesting test. The performance criteria for the scheme will be EPS-based. Vesting will only occur once an initial performance target has been reached and, thereafter, would be dependent on performance. In considering the level of vesting based on EPS performance, the Remuneration Committee will also consider the overall results of the Group. Performance targets for the initial grant of options have been agreed with the Irish Association of Investment Managers, who have approved the Scheme, and are as follows:

• the option award lapses if EPS growth over the three year target period is less than 12.5% compounded over the period;
• 20% of the option grant shall be exercisable if compound EPS growth is equal to 12.5%, while 100% shall be exercisable if compound EPS growth is equal to 27.5%;
• subject to any reduction which the Remuneration Committee deems appropriate, options vest between 20% and 40% on a straight-line basis if compound growth is between 12.5% and 17.5%; and vest between 40% and 100% on a straight-line basis if compound growth is between 17.5% and 27.5%, which provides for proportionately more vesting for higher levels of EPS growth.

The Remuneration Committee will have authority to set appropriate criteria for each subsequent grant.

The Remuneration Committee believes that the introduction of the New Scheme will continue to closely align management with shareholder goals as well as fostering the attainment of superior performance and ensure that CRH can continue to recruit, retain and motivate high quality executives across its global areas of operation.

A summary of the principal features of the New Scheme is included in the circular sent to all shareholders, which includes the Notice of the 2010 Annual General Meeting.

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Non-executive Directors’ Remuneration

The remuneration of non-executive Directors, including that of the Chairman, is determined by the Board of Directors as a whole. In determining the remuneration, the Board receives recommendations from the Remuneration Committee in respect of the Chairman and from the executive Directors in respect of the remaining non-executive Directors. Remuneration is set at a level which will attract individuals with the necessary experience and ability to make a substantial contribution to the Company’s affairs and reflect the time and travel demands of their Board duties. They do not participate in any of the Company’s performance-related incentive plans or share schemes.

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Pensions

Mr. Lee and Mr. Manifold are participants in a contributory defined benefit plan which is based on an accrual rate of 1/60th of pensionable salary for each year of pensionable service and is designed to provide two-thirds of salary at retirement for full service. There is provision for Mr. Lee and Mr. Manifold to retire at 60 years of age.

The Finance Act 2006 established a cap on pension provision by introducing a penalty tax charge on pension assets in excess of the higher of €5 million or the value of individual accrued pension entitlements as at 7th December 2005. As a result of these legislative changes, the Remuneration Committee decided that Mr. Lee and Mr. Manifold should have the option of continuing to accrue pension benefits as previously, or of choosing an alternative arrangement – by accepting pension benefits limited by the cap – with a similar overall cost to the Group. Both have chosen to opt for the alternative arrangement which involves capping their pensions in line with the provisions of the Finance Act 2006 and receiving a supplementary taxable non-pensionable cash allowance in lieu of pension benefits foregone. These allowances are similar in value to the reduction in the Company’s liability represented by the pension benefits foregone. They are calculated based on actuarial advice as the equivalent of the reduction in the Company’s liability to each individual and spread over the term to retirement as annual compensation allowances. The allowances for 2009 are detailed in note (ii) of the Individual remuneration table.

Mr. Culpepper and Mr. Towe participate in defined contribution retirement plans in respect of basic salary; and in addition participate in unfunded defined contribution Supplemental Executive Retirement Plans (SERP) also in respect of basic salary, to which contributions are made at an agreed rate, offset by contributions made to the other retirement plan.

Since 1991, it has been the Board’s policy that non-executive Directors do not receive pensions.

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Directors’ Service Contracts

No executive Director has a service contract extending beyond twelve months. No Director has a service contract that provides for any benefits on termination of employment.

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Directors’ Remuneration and Interests in Share Capital

Details of Directors’ remuneration charged against profit in the year are given in the table below. The Individual remuneration table gives details of individual remuneration and pension benefits for the year ended 31st December 2009. Directors’ share options and shareholdings are shown in the Directors' share options section.

	Directors’ Remuneration
		2009 €000	2008 €000
Notes
	Executive Directors
	Basic salary	3,384	2,807
	Performance-related incentive plan
	– cash element	964	905
	– deferred shares element	-	-
	Retirement benefits expense	1,462	497
	Benefits	397	369
(i)		6,207	4,578
(ii)	Provision for Chief Executive long-term incentive plan	460	456
	Total executive Directors’ remuneration	6,667	5,034
	Average number of executive Directors	4.00	3.00
	Non-executive Directors
	Fees	646	568
	Other remuneration	672	679
(i)	Total non-executive Directors’ remuneration	1,318	1,247
	Average number of non-executive Directors	9.50	8.35
(iii)	Severance	-	2,160
(iv)	Payments to former Directors	59	66
	Total Directors’ remuneration	8,044	8,507

	Notes to Directors’ remuneration
(i)	See analysis of 2009 remuneration by individual in the table below.
(ii)	As set out in Executive Directors’ Remuneration. The Chief Executive has a special long-term incentive plan tied to the achievement of exceptional growth and key strategic goals for the five-year period 2009 to 2013 with a total maximum earnings potential of 40% of aggregate basic salary. While accruals are made on an annual basis, there is no commitment to any payment until the end of the five-year period. A similar plan was in place for the former Chief Executive Mr. O’Mahony for the four-year period 2005 to 2008 with a total maximum earnings potential of 40% of aggregate basic salary, amounting to a potential €2,074,000. The actual earnings under this plan came to €1,950,000, payment of which was made in 2009. Annual provisions of 40% of basic salary were made in respect of Mr. O’Mahony’s plan for the years 2005 through 2008 amounting in total to €1,494,000. Accordingly the balance of €456,000 was provided in 2008 and is reflected in total 2008 Directors’ remuneration.
(iii)	Severance payment to Mr. T.W. Hill who resigned as an executive on 31st July 2008 after 28 years service.
(iv)	Consulting and other fees paid to a number of former directors.

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Individual remuneration for the year ended 31st December 2009

		Basic salary and fees €000	Incentive Plan			Retirement benefits expense (ii) €000	Other remuneration (iii) €000	Benefits (iv) €000	Total 2009 €000	Total 2008 €000
			Cash element (i) €000		Deferred shares (i) €000
Executive Directors
G.A. Culpepper	(v)	609	164		-	122	-	192	1,087	-
T.W. Hill	(vi)	-	-		-	-	-	-	-	856
M. Lee		1,150	300		-	980	-	25	2,455	1,114
A. Manifold	(v)	800	210		-	195	-	31	1,236	-
W.I. O’Mahony	(vii)	-	-		-	-	-	-	-	1,746
M.S. Towe	(viii)	825	290		-	165	-	149	1,429	862
		3,384	964		-	1,462	-	397	6,207	4,578
Non-executive Directors
W.P. Egan		68	-		-	-	52	-	120	120
U-H. Felcht		68	-		-	-	37	-	105	105
N. Hartery		68	-		-	-	47	-	115	106
J.M. de Jong		68	-		-	-	71	-	139	139
D.M. Kennedy		-	-		-	-	-	-	-	47
J.W. Kennedy	(ix)	34	-		-	-	11	-	45	-
K. McGowan		68	-		-	-	337	-	405	450
T.V. Neill		68	-		-	-	37	-	105	100
D.N. O’Connor		68	-		-	-	22	-	90	90
J.M.C. O’Connor		68	-		-	-	22	-	90	90
W.I. O’Mahony	(vii)	68	-		-	-	36	-	104	-
		646	-		-	-	672	-	1,318	1,247
(i) Performance-related Incentive Plan Under the executive Directors’ incentive plan for 2009, a bonus is payable for meeting clearly defined and stretch profit/cash flow targets and strategic goals. The structure of the 2009 incentive plan is set out in the Performance-related incentive plan section. The 2009 plan payout levels reflect the very strong delivery under the cash flow generation component. For 2009 the bonus is payable entirely in cash. (ii) Retirement benefits expense The Irish Finance Act 2006 effectively established a cap on pension provision by introducing a penalty tax charge on pension assets in excess of the higher of €5 million or the value of individual prospective pension entitlements as at 7th December 2005. As a result of these legislative changes, the Remuneration Committee has decided that Executive Directors who are members of Irish pension schemes should have the option of continuing to accrue pension benefits as previously, or of choosing an alternative arrangement - by accepting pension benefits limited by the cap - with a similar overall cost to the Group. Mr. Lee, Mr. Manifold and former Chief Executive Mr. O’Mahony chose to opt for the alternative arrangement which involves capping their pensions in line with the provisions of the Finance Act and receiving a supplementary taxable non-pensionable cash allowance, in lieu of prospective pension benefits foregone. These allowances are similar in value to the reduction in the Company’s liability represented by the pension benefit foregone. They are calculated based on actuarial advice as the equivalent of the reduction in the Company’s liability to each individual and spread over the term to retirement as annual compensation allowances. For 2009 the compensation allowances amount to €980,000 (2008: €328,847) for Mr. Lee and €195,000 for Mr. Manifold. The level of 2009 compensation allowance for Mr. Lee reflects the increase in salary following his appointment as Chief Executive and his relatively short time to retirement. In 2008 the compensation allowance for Mr. O’Mahony amounted to €587,240, however, as Mr. O’Mahony had waived his right to equivalent prospective benefit entitlements from his benefit plan arrangements, which were fully funded at end-2004, no net pension-related expense arose in his respect. (iii) Other remuneration Non-executive Directors: Includes remuneration for Chairman and Board Committee work and in the case of Mr. O’Mahony also includes payment for services unrelated to Board and Committee work. (iv) Benefits These relate principally to relocation expenses, housing allowance, the use of company cars and medical/life assurance. (v) Mr. G.A. Culpepper and Mr. A. Manifold became Directors on 1st January 2009. (vi) Mr. T.W. Hill resigned from the Board on 25th June 2008. He resigned as an executive on 31st July 2008, after 28 years service, and a severance payment in this regard amounting to €2,160,000 for 2008 is included in the summary of remuneration. (vii) Mr. W.I. O’Mahony retired as CRH Chief Executive on 31st December 2008 but remains on the CRH Board in a non-executive capacity. (viii) Mr. M.S. Towe became a Director on 31st July 2008. (ix) Mr. J.W. Kennedy became a Director on 24th June 2009.

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Pension entitlements – defined benefit

	Increase in accrued personal pension during 2009 (i) €000	Transfer value of increase in dependants’ pension (i) €000	Total accrued personal pension at year-end (ii) €000
Executive Directors
M. Lee	-	967	284
A. Manifold	7	105	273
(i) As noted in Pensions. The pensions of Mr. Lee and Mr. Manifold have been capped in line with the provisions of the Finance Act 2006. However, dependants’ pensions continue to accrue resulting in Greenbury transfer values which have been calculated on the basis of actuarial advice. These amounts do not represent sums paid out or due, but are the amounts that the pension scheme would transfer to another pension scheme in relation to benefits accrued in 2009 in the event of Mr. Lee or Mr. Manifold leaving service. (ii) The accrued pensions shown in respect of Mr. Lee and Mr. Manifold are those which would be payable annually from normal retirement date.

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Pension entitlements – defined contribution

The accumulated liabilities related to the unfunded Supplemental Executive Retirement Plans for Mr. G.A. Culpepper and Mr. M.S. Towe are as follows:

	As at 31st December 2008 €000	2009 contribution €000	2009 notional interest €000 (iii)	2009 payments €000	Translation adjustment €000	As at 31st December 2009 €000
Executive Directors
G.A. Culpepper	226	109	13	-	(11)	337
M.S. Towe	752	152	42	-	(32)	914
(iii) Notional interest, which is calculated based on the average bid yields of United States Treasury fixed-coupon securities with remaining terms to maturity of approximately 20 years, plus 1.5%, is credited to the above plans.

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Deferred Shares (iv)

	Number at 31st December 2008	Awards of Deferred Shares during 2009	New Shares allotted under the Scrip Dividend Scheme during 2009	New Shares taken up in 2 for 7 Rights Issue in 2009	Released during 2009 (v)	Number at 31st December 2009	Release date
Executive Directors
M. Lee	6,033	-	238	1,723	-	7,994	March 2010
	7,644	-	301	2,184	-	10,129	March 2011
	13,677	-	539	3,907	-	18,123
W.I. O’Mahony	13,873	-	-	-	13,873	-
	17,070	-	-	-	17,070	-
	30,943	-	-	-	30,943	-
(iv) Under the executive Directors’ incentive plan, up to one-third of the bonus in each year is payable in CRH shares and the entitlement to beneficial ownership of the shares is deferred for a period of three years, with the individual not becoming beneficially entitled to the shares in the event of departure from the Group in certain circumstances during that time period. (v) Following his retirement as an executive Director, Mr. O’Mahony’s awards were released to him on 18th March 2009.

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Directors’ awards under the Performance Share Plan (i)

	31st December 2008 (ii)		Granted in 2009	Released in 2009 (iii)	Lapsed in 2009 (iii)	31st December 2009	Performance period	Release date	Market price in euro on award (iv)
G.A. Culpepper	(v)	11,090	-	8,316	2,774	-
		9,981	-	-	-	9,981	01/01/07 – 31/12/09	March 2010	33.55
		12,199	-	-	-	12,199	01/01/08 – 31/12/10	March 2011	23.45
		-	47,500	-	-	47,500	01/01/09 – 31/12/11	March 2012	17.00
		33,270	47,500	8,316	2,774	69,680
M. Lee		22,180	-	16,632	5,548	-
		19,962	-	-	-	19,962	01/01/07 – 31/12/09	March 2010	33.55
		27,725	-	-	-	27,725	01/01/08 – 31/12/10	March 2011	23.45
		-	70,000	-	-	70,000	01/01/09 – 31/12/11	March 2012	17.00
		69,867	70,000	16,632	5,548	117,687
A. Manifold	(v)	9,981	-	7,484	2,497	-
		16,635	-	-	-	16,635	01/01/07 – 31/12/09	March 2010	33.55
		27,725	-	-	-	27,725	01/01/08 – 31/12/10	March 2011	23.45
		-	47,500	-	-	47,500	01/01/09 – 31/12/11	March 2012	17.00
		54,341	47,500	7,484	2,497	91,860
W.I. O’Mahony		66,542	-	49,899	16,643	-
M.S. Towe		24,953	-	18,712	6,241	-
		18,853	-	-	-	18,853	01/01/07 – 31/12/09	March 2010	33.55
		23,289	-	-	-	23,289	01/01/08 – 31/12/10	March 2011	23.45
		-	76,000	-	-	76,000	01/01/09 – 31/12/11	March 2012	17.00
		67,095	76,000	18,712	6,241	118,142
(i) Performance Share Plan This is a long-term share incentive plan under which share awards are granted in the form of a provisional allocation of shares for which no exercise price is payable. The shares scheduled for release in March 2010, March 2011 and March 2012 will be allocated to the extent that the relative TSR performance conditions are achieved. The structure is set out in the Performance Share Plan section. (ii) Restated for the bonus element of the 2 for 7 Rights Issue in 2009. (iii) On 25th March 2009, the Remuneration Committee determined that 74.99% of the 2006 award vested and that portion of the award was released to participants. The balance of the 2006 award lapsed. (iv) The Trustees of the CRH plc Employee Benefit Trust purchased Ordinary Shares at €24.82 per share on 21st June 2006 in respect of the 2006 award, and at €33.55 per share on 11th April 2007 in respect of part of the 2007 award. No shares were purchased in respect of the 2008 award. No dividends are payable on these shares until such time as they are released to plan participants. (v) Mr. G.A. Culpepper and Mr. A. Manifold became Directors on 1st January 2009. The opening balances above relate to the position at date of appointment restated for the bonus element of the 2009 Rights Issue.

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Directors’ interests

The Company’s Register of Directors’ Interests contains full details of Directors’ shareholdings and options to subscribe for shares.

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Directors’ share options

Details of movements on outstanding options and those exercised during the year are set out in the table below:

								Options exercised during 2009
	31st December 2008*	Granted in 2009	Lapsed in 2009	Exercised in 2009	31st December 2009		Weighted average option price at 31st December 2009 €	Weighted average exercised price €	Weighted average market price at date of exercise €
G.A. Culpepper**	42,611	-	-	42,611	-	(a)	-	15.81	17.80
	30,437	-	-	12,175	18,262	(b)	16.24	13.22	15.61
	113,673	35,000	-	-	148,673	(c)	20.29	-	-
	72,085	-	-	-	72,085	(d)	14.95	-	-
M. Lee	3,580	-	-	-	3,580	(b)	15.56	-	-
	238,435	80,000	-	-	318,435	(c)	19.32	-	-
	138,625	-	-	-	138,625	(d)	14.86	-	-
	1,752	-	-	-	1,752	(e)	18.39	-	-
A. Manifold**	18,262	-	-	18,262	-	(b)	-	15.56	18.17
	116,445	50,000	-	-	166,445	(c)	21.97	-	-
	48,796	-	-	-	48,796	(d)	14.65	-	-
	1,752	-	-	-	1,752	(e)	18.39	-	-
W.I. O’Mahony	164,357	-	-	42,611	121,746	(a)	15.56	13.22	16.30
	146,095	-	-	85,222	60,873	(b)	15.56	13.22	16.30
	576,680	-	-	-	576,680	(c)	18.31	-	-
	277,250	-	-	-	277,250	(d)	16.99	-	-
M.S. Towe	60,873	-	-	60,873	-	(a)	-	16.24	19.38
	60,873	-	-	60,873	-	(b)	-	16.24	19.38
	243,981	-	-	-	243,981	(c)	20.26	-	-
	155,260	-	-	-	155,260	(d)	14.80	-	-
	2,511,822	165,000	-	322,627	2,354,195
* The opening balances above and in the following table have been re-stated for the bonus element of the 2 for 7 Rights Issue in 2009. ** Mr. G.A. Culpepper and Mr. A. Manifold became Directors on 1st January 2009. The opening balances above and in the following table relate to the position at date of appointment.

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Options by Price

€	31st December 2008*	Granted in 2009	Lapsed in 2009	Exercised in 2009	31st December 2009		Earliest exercise date	Expiry date
13.2155	48,698	-	-	48,698	-	(a)
13.2155	97,397	-	-	97,397	-	(b)
15.5646	121,746	-	-	-	121,746	(a)	March 2010	April 2010
15.5646	82,715	-	-	18,262	64,453	(b)	March 2010	April 2010
16.2381	97,397	-	-	97,397	-	(a)
16.2381	79,135	-	-	60,873	18,262	(b)	March 2010	April 2010
16.4830	166,350	-	-	-	166,350	(c)	March 2010	April 2011
16.4830	239,544	-	-	-	239,544	(d)	March 2010	April 2011
17.7454	138,625	-	-	-	138,625	(c)	March 2010	April 2012
17.7454	191,857	-	-	-	191,857	(d)	March 2010	April 2012
11.8573	110,900	-	-	-	110,900	(c)	March 2010	April 2013
11.8573	60,995	-	-	-	60,995	(d)	March 2010	April 2013
11.9565	44,360	-	-	-	44,360	(c)	March 2010	April 2013
11.9565	72,085	-	-	-	72,085	(d)	March 2010	April 2013
15.0674	66,540	-	-	-	66,540	(c)	March 2010	April 2014
15.0674	55,450	-	-	-	55,450	(d)		April 2014
15.0854	44,360	-	-	-	44,360	(c)	March 2010	April 2014
15.0854	72,085	-	-	-	72,085	(d)		April 2014
18.7463	72,085	-	-	-	72,085	(c)	March 2010	April 2015
18.8545	44,360	-	-	-	44,360	(c)	March 2010	April 2015
26.1493	108,128	-	-	-	108,128	(c)		April 2016
22.3892	221,800	-	-	-	221,800	(c)		June 2016
29.4855	66,540	-	-	-	66,540	(c)		April 2017
29.8643	58,223	-	-	-	58,223	(c)		April 2017
21.5235	146,943	-	-	-	146,943	(c)		April 2018
16.5800	-	130,000	-	-	130,000	(c)		April 2019
17.3000	-	35,000	-	-	35,000	(c)		April 2019
18.3946	3,504	-	-	-	3,504	(e)	July 2013	December 2013
	2,511,822	165,000	-	322,627	2,354,195

The market price of the Company’s shares at 31st December 2009 was €19.01 and the range during 2009 was €12.55 to €20.70.

• (a) Granted under the 1990 share option scheme, these options are only exercisable when earnings per share (EPS) growth exceeds the growth of the Irish Consumer Price Index over a period of at least three years subsequent to the granting of the options.
• (b) Granted under the 1990 share option scheme, these options are only exercisable if, over a period of at least five years subsequent to the granting of the options, the growth in EPS would place the Company in the top 25% of the companies listed in the FTSE 100 Stock Exchange Equity Index.
• (c) Granted under the 2000 share option scheme, these options are only exercisable when EPS growth exceeds the growth of the Irish Consumer Price Index by 5% compounded over a period of at least three years subsequent to the granting of the options.
• (d) Granted under the 2000 share option scheme, these options are only exercisable if, over a period of at least five years subsequent to the granting of the options, the growth in EPS exceeds the growth of the Irish Consumer Price Index by 10% compounded and places the Company in the top 25% of EPS performance of a peer group of international building materials and other manufacturing companies. If below the 75th percentile, these options are not exercisable.
• (e) Granted under the 2000 savings-related share option scheme.

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Directors’ Interests in Share Capital at 31st December 2009

The interests of the Directors and the Secretary in the shares of the Company as at 31st December 2009, which are beneficial unless otherwise indicated, are shown below. The Directors and the Secretary have no beneficial interests in any of the Group’s subsidiary, joint venture or associated undertakings.

Ordinary Shares	31st December 2009		31st December 2008
Directors
G.A. Culpepper	32,180		19,170	*
W.P. Egan	16,427		15,000
- Non-beneficial	12,000		12,000
U-H. Felcht	1,285		1,000
N. Hartery	1,285		1,000
J.M. de Jong	13,502		10,190
J.W. Kennedy	1,009	*	-
M. Lee	323,027	**	258,246	**
K. McGowan	21,344		16,167
A. Manifold	11,790		5,742	*
T.V. Neill	89,844		69,881
D.N. O’Connor	15,040		11,478
J.M.C. O’Connor	2,763		2,131
W.I. O’Mahony	1,089,431		827,821	**
M.S. Towe	34,420		18,857
Secretary
N. Colgan	10,527		10,434	*
	1,675,874		1,279,117

There were no transactions in the above Directors’ and Secretary’s interests between 31st December 2009 and 1st March 2010.

Of the above holdings, the following are held in the form of American Depositary Receipts (ADRs):

		31st December 2009	31st December 2008
G.A. Culpepper		179	179	*
W.P. Egan		10,000	10,000
- Non-beneficial		12,000	12,000
M.S. Towe		3,397	3,397

* Holding as at date of appointment.

** Excludes awards of Deferred Shares section.