Dr Pepper Snapple Group, Inc. (Form: 10-12B/A, Received: 02/12/2008 10:55:13)

As filed with the Securities and Exchange Commission on February 12, 2008

File No. 001-33829

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

Form 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

Dr Pepper Snapple Group, Inc.

(Exact name of Registrant as specified in its charter)


Delaware		75-3258232
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification number)

5301 Legacy Drive, Plano, Texas		75024
(Address of principal executive offices)		(Zip Code)

(972) 673-7000

(Registrant’s telephone number, including area code)

Securities to be registered pursuant to Section 12(b) of the Act:


Title of Each Class to be so Registered		Name of Each Exchange on which Each Class is to be Registered

Common Stock, par value $0.01 per share		New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:
None

EXPLANATORY NOTE

As previously announced, Cadbury Schweppes plc intends to separate the beverage business it owns in the United States, Canada, Mexico and the Caribbean (which it refers to as its Americas Beverages business) from its global confectionery business and its other beverages business (located principally in Australia). As a result of the separation, which has several steps, Cadbury Schweppes plc shareholders will receive shares of Cadbury plc, a new U.K. public company which will own Cadbury Schweppes’ global confectionery business and its other beverages business (located principally in Australia), and common stock of Dr Pepper Snapple Group, Inc., a new U.S. public company which will own Cadbury Schweppes’ Americas Beverages business. These two publicly-traded companies will be independent from each other after the separation. The information statement contained in this Form 10 relates to the distribution described above and the establishment of Dr Pepper Snapple Group, Inc. A vote of the shareholders of Cadbury Schweppes plc is required to effect the separation and the distribution of common stock of Dr Pepper Snapple Group, Inc. and related matters described herein. The information statement has been prepared as if the vote of the shareholders of Cadbury Schweppes plc to approve the separation and the distribution of common stock of Dr Pepper Snapple Group, Inc. and related matters described herein had already occurred. The information statement will be distributed to shareholders of Cadbury Schweppes plc after the vote of the shareholders of Cadbury Schweppes plc has occurred and the Form 10 to which the information statement relates has been declared effective by the Securities and Exchange Commission.

Dr Pepper Snapple Group, Inc. filed its initial Form 10 registration statement under its former name, CSAB Inc. CSAB Inc. changed its name to Dr Pepper Snapple Group, Inc. on January 2, 2008.

DR PEPPER SNAPPLE GROUP, INC.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10

Certain information required to be included herein is incorporated by reference to specifically identified portions of the body of the information statement filed herewith as Exhibit 99.1. None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.


Item 1.	*Business.*

The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Industry,” “Business,” “Our Relationship with Cadbury plc After the Distribution,” “The Distribution,” “Where You Can Find More Information” and “Index to Financial Statements” (and the financial statements referenced therein). Those sections are incorporated herein by reference.


Item 1A.	*Risk Factors.*

The information required by this item is contained under the section of the information statement entitled “Risk Factors.” That section is incorporated herein by reference.


Item 2.	*Financial Information.*

The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “Risk Factors,” “Capitalization,” “Selected Historical Combined Financial Data,” “Unaudited Pro Forma Combined Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Index to Financial Statements” (and the financial statements referenced therein). Those sections are incorporated herein by reference.


Item 3.	*Properties.*

The information required by this item is contained under the section of the information statement entitled “Business — Real Property.” That section is incorporated herein by reference.


Item 4.	*Security Ownership of Certain Beneficial Owners and Management.*

The information required by this item is contained under the section of the information statement entitled “Ownership of Our Common Stock.” That section is incorporated herein by reference.


Item 5.	*Directors and Executive Officers.*

The information required by this item is contained under the section of the information statement entitled “Management.” That section is incorporated herein by reference.


Item 6.	*Executive Compensation.*

The information required by this item is contained under the section of the information statement entitled “Management.” That section is incorporated herein by reference.


Item 7.	*Certain Relationships and Related Transactions.*

The information required by this item is contained under the sections of the information statement entitled “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Our Relationship with Cadbury plc After the Distribution” and “Management.” Those sections are incorporated herein by reference.


Item 8.	*Legal Proceedings.*

The information required by this item is contained under the section of the information statement entitled “Business — Legal Matters.” That section is incorporated herein by reference.


Item 9.	*Market Price of, and Dividends on, the Registrant’s Common Equity and Related Stockholder Matters.*

The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “Dividend Policy,” “Description of Capital Stock” and “The Distribution.” Those sections are incorporated herein by reference.


Item 10.	*Recent Sales of Unregistered Securities.*

On October 24, 2007, Dr Pepper Snapple Group, Inc. sold one share of common stock, par value $0.01 per share, to Cadbury Schweppes plc pursuant to Section 4(2) of Securities Act of 1933, as amended.


Item 11.	*Description of Registrant’s Securities to be Registered.*

The information required by this item is contained under the section of the information statement entitled “Description of Capital Stock.” That section is incorporated herein by reference.


Item 12.	*Indemnification of Directors and Officers.*

The information required by this item is contained under the section of the information statement entitled “Description of Capital Stock — Anti-Takeover Effects of Various Provisions of Delaware Law and Our Certificate of Incorporation and By-laws — Limitations on Liability and Indemnification of Officers and Directors.” That section is incorporated herein by reference.


Item 13.	*Financial Statements and Supplementary Data.*

The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “Selected Historical Combined Financial Data,” “Unaudited Pro Forma Combined Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Index to Financial Statements” (and the financial statements referenced therein). Those sections are incorporated herein by reference.


Item 14.	*Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.*

None.


Item 15.	*Financial Statements and Exhibits.*


*(a)*	*Financial Statements*

The information required by this item is contained under the section of the information statement entitled “Index to Financial Statements” (and the financial statements referenced therein). That section is incorporated herein by reference.


*(b)*	*Exhibits*

See below.

The following documents are filed as exhibits hereto:


Exhibit
Number			Exhibit Description

	2	.1	Form of Separation and Distribution Agreement between Cadbury Schweppes plc and Dr Pepper Snapple Group, Inc. and, solely for certain provisions set forth therein, Cadbury plc
	10	.1	Form of Transition Services Agreement between Cadbury Schweppes plc and Dr Pepper Snapple Group, Inc.


Exhibit
Number			Exhibit Description

	10	.2*	Form of Tax-Sharing and Indemnification Agreement between Cadbury Schweppes plc and Dr Pepper Snapple Group, Inc. and, solely for certain provisions set forth therein, Cadbury plc
	10	.3	Form of Employee Matters Agreement between Cadbury Schweppes plc and Dr Pepper Snapple Group, Inc. and, solely for certain provisions set forth therein, Cadbury plc
	10	.4†	Agreement, dated June 15, 2004, between Cadbury Schweppes Bottling Group, Inc. (formerly Dr Pepper/Seven Up Bottling Group, Inc.) and CROWN Cork & Seal USA, Inc.
	10	.5†	First Amendment to the Agreement between Cadbury Schweppes Bottling Group, Inc. and CROWN Cork & Seal USA, Inc., dated August 25, 2005
	10	.6†	Second Amendment to the Agreement between Cadbury Schweppes Bottling Group, Inc. and CROWN Cork & Seal USA, Inc., dated June 21, 2006
	10	.7†	Third Amendment to the Agreement between Cadbury Schweppes Bottling Group, Inc. and CROWN Cork & Seal USA, Inc., dated April 4, 2007
	10	.8†	Fourth Amendment to the Agreement between Cadbury Schweppes Bottling Group, Inc. and CROWN Cork & Seal USA, Inc., dated September 27, 2007
	10	.9	Form of Dr Pepper License Agreement for Bottles, Cans and Pre-mix
	10	.10	Form of Dr Pepper Fountain Concentrate Agreement
	10	.11	Executive Employment Agreement, dated as of October 15, 2007, between CBI Holdings Inc. and Larry D. Young
	10	.12	Executive Employment Agreement, dated as of October 13, 2007, between CBI Holdings Inc. and John O. Stewart
	10	.13	Executive Employment Agreement, dated as of October 15, 2007, between CBI Holdings Inc. and Randall E. Gier
	10	.14	Executive Employment Agreement, dated as of October 15, 2007, between CBI Holdings Inc. and James J. Johnston, Jr.
	10	.15	Executive Employment Agreement, dated as of October 15, 2007, between CBI Holdings Inc. and Pedro Herrán Gacha
	10	.16	Executive Employment Agreement, dated as of October 1, 2007, between CBI Holdings Inc. and Gilbert M. Cassagne
	10	.17	Executive Employment Agreement, dated as of October 15, 2007, between CBI Holdings Inc. and John L. Belsito
	10	.18	Separation Letter, dated October 3, 2007, to Gilbert M. Cassagne
	10	.19	Form of Dr Pepper Snapple Group, Inc. Omnibus Stock Incentive Plan of 2008
	10	.20	Form of Dr Pepper Snapple Group, Inc. Annual Cash Incentive Plan
	10	.21	Form of Dr Pepper Snapple Group, Inc. Employee Stock Purchase Plan
	99	.1	Preliminary Information Statement of Dr Pepper Snapple Group, Inc. dated February 12, 2008


	*		To be filed by amendment.
	†		Portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission as part of an application for confidential treatment pursuant to the Securities Act of 1933, as amended.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Dr Pepper Snapple Group, Inc.


	By:	/s/ Larry D. Young

Name: Larry D. Young


	Title:	President and Chief Executive Officer

Date: February 12, 2008

INDEX TO EXHIBITS


Exhibit
Number			Exhibit Description

	2	.1	Form of Separation and Distribution Agreement between Cadbury Schweppes plc and Dr Pepper Snapple Group, Inc. and, solely for certain provisions set forth therein, Cadbury plc
	10	.1	Form of Transition Services Agreement between Cadbury Schweppes plc and Dr Pepper Snapple Group, Inc.
	10	.2*	Form of Tax-Sharing and Indemnification Agreement between Cadbury Schweppes plc and Dr Pepper Snapple Group, Inc., and solely for certain provisions set forth therein, Cadbury plc
	10	.3	Form of Employee Matters Agreement between Cadbury Schweppes plc and Dr Pepper Snapple Group, Inc. and, solely for certain provisions set forth therein, Cadbury plc
	10	.4†	Agreement, dated June 15, 2004, between Cadbury Schweppes Bottling Group, Inc. (formerly Dr Pepper/Seven Up Bottling Group, Inc.) and CROWN Cork & Seal USA, Inc.
	10	.5†	First Amendment to the Agreement between Cadbury Schweppes Bottling Group, Inc. and CROWN Cork & Seal USA, Inc., dated August 25, 2005
	10	.6†	Second Amendment to the Agreement between Cadbury Schweppes Bottling Group, Inc. and CROWN Cork & Seal USA, Inc., dated June 21, 2006
	10	.7†	Third Amendment to the Agreement between Cadbury Schweppes Bottling Group, Inc. and CROWN Cork & Seal USA, Inc., dated April 4, 2007
	10	.8†	Fourth Amendment to the Agreement between Cadbury Schweppes Bottling Group, Inc. and CROWN Cork & Seal USA, Inc., dated September 27, 2007
	10	.9	Form of Dr Pepper License Agreement for Bottles, Cans and Pre-mix
	10	.10	Form of Dr Pepper Fountain Concentrate Agreement
	10	.11	Executive Employment Agreement, dated as of October 15, 2007, between CBI Holdings Inc. and Larry D. Young
	10	.12	Executive Employment Agreement, dated as of October 13, 2007, between CBI Holdings Inc. and John O. Stewart
	10	.13	Executive Employment Agreement, dated as of October 15, 2007, between CBI Holdings Inc. and Randall E. Gier
	10	.14	Executive Employment Agreement, dated as of October 15, 2007, between CBI Holdings Inc. and James J. Johnston, Jr.
	10	.15	Executive Employment Agreement, dated as of October 15, 2007, between CBI Holdings Inc. and Pedro Herrán Gacha
	10	.16	Executive Employment Agreement, dated as of October 1, 2007, between CBI Holdings Inc. and Gilbert M. Cassagne
	10	.17	Executive Employment Agreement, dated as of October 15, 2007, between CBI Holdings Inc. and John L. Belsito
	10	.18	Separation Letter, dated October 3, 2007, to Gilbert M. Cassagne
	10	.19	Form of Dr Pepper Snapple Group, Inc. Omnibus Stock Incentive Plan of 2008
	10	.20	Form of Dr Pepper Snapple Group, Inc. Annual Cash Incentive Plan
	10	.21	Form of Dr Pepper Snapple Group, Inc. Employee Stock Purchase Plan
	99	.1	Preliminary Information Statement of Dr Pepper Snapple Group, Inc. dated February 12, 2008

	*		To be filed by amendment.
	†		Portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission as part of an application for confidential treatment pursuant to the Securities Act of 1933, as amended.

Exhibit 2.1

FORM OF

SEPARATION AND DISTRIBUTION AGREEMENT

AMONG

CADBURY PLC,

CADBURY SCHWEPPES PLC

AND

DR PEPPER SNAPPLE GROUP, INC.

Dated as of [_______], 2008

Table of Contents


			Page

ARTICLE I DEFINITIONS AND INTERPRETATION				1
	Section 1.01	Certain Defined Terms		1
	Section 1.02	Interpretation and Rules of Construction		16

ARTICLE II THE SEPARATION				16
	Section 2.01	Transfer of Assets		16
	Section 2.02	Assumption and Satisfaction of Liabilities		18
	Section 2.03	Intercompany Balances		18
	Section 2.04	Transfers Not Effected on or Prior to the Demerger Effective Time; Transfers Deemed Effective as of the Demerger Effective Time		19
	Section 2.05	Transfer Documents		20
	Section 2.06	Further Assurances		20
	Section 2.07	Replacement of Guarantors and Obligors		21
	Section 2.08	Disclaimer of Representations and Warranties		22

ARTICLE III CERTAIN ACTIONS AT OR PRIOR TO THE DISTRIBUTION				23
	Section 3.01	Certificate of Incorporation; Bylaws		23
	Section 3.02	Directors		23
	Section 3.03	Resignations		23
	Section 3.04	Ancillary Agreements		23

ARTICLE IV THE DISTRIBUTION				23
	Section 4.01	The Distribution		23
	Section 4.02	Fractional Shares		24
	Section 4.03	Actions in Connection with the Distribution.		24
	Section 4.04	Distribution Date		25
	Section 4.05	Conditions to Distribution		25
	Section 4.06	Consent to the Reduction		26

ARTICLE V CERTAIN COVENANTS				26
	Section 5.01	Non-Solicitation of Employees		26
	Section 5.02	Auditors and Audits; Annual and Quarterly Financial Statements and Accounting		27
	Section 5.03	CS Obligations		29

ARTICLE VI INTELLECTUAL PROPERTY MATTERS				29
	Section 6.01	Cadbury Names and Marks		29
	Section 6.02	Beverages Names and Marks		30
	Section 6.03	Memorabilia		32
	Section 6.04	Additional Licenses		32
	Section 6.05	Know-How Agreement		33
	Section 6.06	Domain Names Agreement		33


			Page
ARTICLE VII INDEMNIFICATION				33
	Section 7.01	Release of Pre-Distribution Claims		33
	Section 7.02	Indemnification by CS		35
	Section 7.03	Indemnification by DPS		36
	Section 7.04	Procedures for Indemnification		36
	Section 7.05	Cooperation in Defense and Settlement		38
	Section 7.06	Indemnification Obligations Net of Insurance Proceeds and Other Amounts		38
	Section 7.07	Additional Matters; Survival of Indemnities		39

ARTICLE VIII ACCESS TO RECORDS; ACCESS TO INFORMATION; LEGAL AND OTHER MATTERS				39
	Section 8.01	Provision of Corporate Records		39
	Section 8.02	Access to Information		40
	Section 8.03	Disposition of Information		40
	Section 8.04	Witness Services		41
	Section 8.05	Reimbursement; Other Matters		41
	Section 8.06	Confidentiality		41
	Section 8.07	Privileged Matters		42
	Section 8.08	Ownership of Information		43
	Section 8.09	Other Agreements		44
	Section 8.10	Control of Legal Matters		44

ARTICLE IX INSURANCE				46
	Section 9.01	Policies and Rights Included Within Assets		46
	Section 9.02	Administration; Other Matters		47
	Section 9.03	Agreement for Waiver of Conflict and Shared Defense		48

ARTICLE X DISPUTE RESOLUTION				48
	Section 10.01	Disputes		48
	Section 10.02	Dispute Resolution		48
	Section 10.03	Continuity of Service and Performance		50

ARTICLE XI TERMINATION				50
	Section 11.01	Termination		50
	Section 11.02	Effect of Termination		50
	Section 11.03	Amendment		50
	Section 11.04	Waiver		50

ARTICLE XII MISCELLANEOUS				50
	Section 12.01	Limitation of Liability		50
	Section 12.02	Expenses		51
	Section 12.03	Notices		51
	Section 12.04	Public Announcements		52
	Section 12.05	Severability		52
	Section 12.06	Entire Agreement		52
	Section 12.07	Assignment		52


			Page
	Section 12.08	Parties in Interest		52
	Section 12.09	Currency		52
	Section 12.10	Tax Matters		52
	Section 12.11	Employee Matters		53
	Section 12.12	Governing Law		53
	Section 12.13	Waiver of Jury Trial		53
	Section 12.14	Survival of Covenants		53
	Section 12.15	Counterparts		53

SCHEDULES

	Schedule 1.01(a)	AsiaPac Territory
	Schedule 1.01(b)	Beverages Assets
	Schedule 1.01(c)	Beverages Balance Sheet
	Schedule 1.01(d)	Beverages Liabilities
	Schedule 1.01(e)	Beverages Litigation Matters
	Schedule 1.01(f)	Beverages Policies
	Schedule 1.01(g)	Beverages Shared Policies
	Schedule 1.01(h)	Cadbury plc Assets
	Schedule 1.01(i)	Cadbury plc Balance Sheet
	Schedule 1.01(j)	Cadbury plc Entities
	Schedule 1.01(k)	Cadbury plc Liabilities
	Schedule 1.01(l)	Cadbury plc Litigation Matters
	Schedule 1.01(m)	Continuing Arrangements
	Schedule 1.01(n)	DPS Entities
	Schedule 1.01(o)	DPS Transaction Costs
	Schedule 1.01(p)	Intercompany Balances
	Schedule 1.01(q)	Required Consents
	Schedule 1.01(r)	Shared Policies
	Schedule 1.01(s)	Territory
	Schedule 2.01(a)	Transfer of Assets
	Schedule 2.01(c)	Shared Contracts
	Schedule 2.07(a)	DPS Guarantees and Obligations
	Schedule 2.07(d)	Cadbury plc Guarantees and Obligations
	Schedule 8.10(c)(i)	Cadbury plc Claims
	Schedule 8.10(c)(ii)	Beverages Claims
	Schedule 8.10(c)(iii)	Joint Cadbury plc and Beverages Claims

EXHIBITS

	Exhibit 1.01(a)	Form of Employee Matters Agreement
	Exhibit 1.01(b)	Form of Tax Sharing Agreement
	Exhibit 1.01(c)	Form of Transition Services Agreement
	Exhibit 4.06	Form of Letter of Consent to Reduction
	Exhibit 6.06(a)	Form of Know-How Agreement
	Exhibit 6.07	Form of Domain Names Agreement

iii

SEPARATION AND DISTRIBUTION AGREEMENT

SEPARATION AND DISTRIBUTION AGREEMENT (this “ Agreement ”), dated as of [___], 2008, among Cadbury Schweppes plc, a United Kingdom public limited company incorporated in England and Wales with registered number 0052457 and whose registered office is at 25 Berkeley Square, London W1J 6HB (“ CS ”), Dr Pepper Snapple Group, Inc., a Delaware corporation (“ DPS ”) and, solely for the purposes of Sections 4.01(a) and (b) and Section 5.03 , Cadbury plc, a United Kingdom public limited company incorporated in England and Wales with registered number 06497379 and whose registered office is at 25 Berkeley Square, London W1J 6HB. Each of CS and DPS is sometimes referred to herein as a “ Party ” and together, as the “ Parties ”.

WHEREAS, CS, directly and through its various Subsidiaries, is engaged in the Cadbury plc Business and the Beverages Business;

WHEREAS, the board of directors of CS has determined that it is in the best interests of CS and its shareholders to separate CS into two separate, publicly traded companies, which shall operate the Cadbury plc Business and the Beverages Business, respectively;

WHEREAS, for U.S. federal income tax purposes, the separation and certain related transactions are intended to qualify as a tax-free transaction under Sections 355 and 368 of the Internal Revenue Code of 1986, as amended;

WHEREAS, in order to effect such separation, the board of directors of CS has determined, among other things, that it is in the best interests of CS and its shareholders to enter into transactions pursuant to which (i) CS will become a wholly-owned subsidiary of Cadbury plc; (ii) CS and/or one or more members of the Cadbury plc Group will, collectively, retain or acquire beneficial ownership of all of the Cadbury plc Assets and Assume all of the Cadbury plc Liabilities and DPS and/or one or more members of the DPS Group will, collectively, retain or acquire beneficial ownership of all of the Beverages Assets and Assume all of the Beverages Liabilities; and (iii) DPS will distribute to the holders of Cadbury plc Beverages Shares on a pro rata basis (in each case without consideration being paid by such shareholders) all of the outstanding shares of common stock, par value $0.01 per share, of DPS (the “ DPS Common Stock ”) (such transactions as they may be amended or modified from time to time, collectively, the “ Plan of Separation ”); and

WHEREAS, CS and DPS have determined that it is necessary and desirable to set forth the agreements that will effect the Plan of Separation and to set forth certain other agreements that will govern certain other matters following the Demerger Effective Time;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, CS and DPS hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.01 Certain Defined Terms . For purposes of this Agreement:

“ Action ” shall mean any demand, action, claim, suit, countersuit, arbitration,

inquiry, subpoena, proceeding or investigation by or before any Governmental Entity or any arbitration or mediation tribunal.

“ Affiliate ” shall mean, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. For the purposes of this definition, “control”, when used with respect to any specified Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by Contract or otherwise.

“ Ancillary Agreements ” shall mean the Transfer Documents, the Transition Services Agreement, the Tax Sharing Agreement, the Employee Matters Agreement, the Domain Names Agreement and the Know-How Agreement.

“ AsiaPac Territory ” shall mean the countries as set forth in Schedule 1.01(a) .

“ Assets ” shall mean all assets, properties, claims and rights (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case, whether or not recorded or reflected or required to be recorded or reflected on the Records or financial statements of any Person, including the following:

(i) all accounting and other legal and business books, records, ledgers and files, whether printed, electronic or written;

(ii) all apparatuses, computers and other electronic data processing and communications equipment, fixtures, machinery, equipment, furniture, office equipment, automobiles, trucks, aircraft and other transportation equipment, special and general tools, test devices, prototypes and models and other tangible personal property;

(iii) all inventories of products, goods, materials, parts, raw materials, packaging, ingredients and supplies, in each case, whether finished or in process;

(iv) all interests in real property of whatever nature, including easements, whether as owner, mortgagee or holder of a Security Interest in real property, lessor, sublessor, lessee, sublessee or otherwise;

(v) (A) all interests in any capital stock or other equity interests of any Subsidiary or any other Person, (B) all bonds, notes, debentures or other securities issued by any Subsidiary or any other Person, and (C) all loans, advances or other extensions of credit or capital contributions to any Subsidiary or any other Person;

(vi) all Contracts, including license Contracts, leases of personal property, open purchase orders for raw materials, packaging, ingredients, supplies, parts or services, unfilled orders for the manufacture and sale of products and other Contracts or commitments;

(vii) all deposits, letters of credit and performance and surety bonds;

(viii) all written (including in electronic form) technical information, data, specifications, research and development information, engineering drawings and specifications, operating and maintenance manuals, and materials and analyses prepared by consultants and other third parties;

(ix) all Intellectual Property;

(x) all Software;

(xi) all cost information, sales and pricing data, customer prospect lists, supplier records, customer and supplier lists, customer and vendor data, correspondence and lists, product data and literature, artwork, design, development and business process files and data, vendor and customer drawings, specifications, quality records and reports and other books, records, studies, surveys, reports, plans and documents;

(xii) all prepaid expenses, trade accounts and other accounts and notes receivables;

(xiii) all claims, rights or benefits against any Person or pursuant to any Action, choses in action or similar rights, whether accrued or contingent;

(xiv) all rights under insurance policies and all rights in the nature of insurance, indemnification or contribution;

(xv) all licenses, permits, approvals and authorizations which have been issued by any Governmental Entity;

(xvi) all cash or cash equivalents, bank accounts, lock boxes and other deposit arrangements; and

(xvii) all interest rate, currency, commodity or other swap, collar, cap or other hedging or similar Contracts or arrangements.

“ Beverages Assets ” shall mean:

(i) the ownership interests in those Business Entities that are included in the definition of the DPS Group and all of the Assets owned or held by such Business Entities (other than any Assets that constitute Cadbury plc Assets);

(ii) all Beverages Contracts and any rights or claims arising thereunder;

(iii) any rights or claims or contingent rights or claims primarily relating to or arising from the Beverages Business;

(iv) any and all Assets reflected on the Beverages Balance Sheet or the accounting records supporting such balance sheet and any Assets acquired by or for DPS or any member of the DPS Group subsequent to the date of such balance sheet which, had they been so acquired on or before such date and owned as of such date, would have been reflected on such balance sheet if prepared on a consistent basis, subject to any

dispositions of any of such Assets subsequent to the date of such balance sheet;

(v) subject to ARTICLE IX , any rights of any member of the DPS Group under any Policies, including any rights thereunder arising after the Distribution Date in respect of any Policies that are occurrence policies;

(vi) all Beverages Claims and, to the extent relating to the Beverages Business, Joint Cadbury plc and Beverages Claims; and

(vii) the Assets set forth in Schedule 1.01(b) and any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets which have been or are to be Transferred to DPS or any other member of the DPS Group.

Notwithstanding the foregoing, the Beverages Assets shall not include any Assets that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be retained by or Transferred to any member of the Cadbury plc Group.

“ Beverages Balance Sheet ” shall mean the combined balance sheet of the DPS Group, including the notes thereto, as of December 31, 2007, prepared to give effect to the Transactions contemplated hereby, as set forth in Schedule 1.01(c) ; provided that to the extent any Assets or Liabilities are Transferred by CS or any member of the Cadbury plc Group to DPS or any member of the DPS Group or vice versa in connection with the Plan of Separation and on or prior to the Distribution Date, such Assets and/or Liabilities shall be deemed to be included or excluded from the Beverages Balance Sheet, as the case may be.

“ Beverages Business ” shall mean the business of (i) manufacturing, distributing, selling, marketing and promoting carbonated and non-carbonated beverages and other food products throughout the Territory bearing brands owned by or licensed to a member of the DPS Group and (ii) licensing brands owned by or licensed to a member of the DPS Group, including for use with confectionery and other products, to the extent permitted, in the Territory.

“ Beverages Contracts ” shall mean the following Contracts to which any member of the Cadbury plc Group or any member of the DPS Group is a party or by which any member of the Cadbury plc Group or any member of the DPS Group or any of their respective Assets is bound, whether or not in writing:

(i) any Contract that relates primarily to the Beverages Business;

(ii) any Contract or part thereof that is otherwise expressly contemplated pursuant to this Agreement (including pursuant to Section 2.01(c) ) or any of the Ancillary Agreements to be assigned to any member of the DPS Group; and

(iii) any Beverages IP Agreement.

“ Beverages Indemnitees ” shall mean each member of the DPS Group and each of their directors, officers, employees and agents and each of the heirs, executors, successors and assigns of any of the foregoing, other than the Cadbury plc Indemnitees.

“ Beverages Intellectual Property ” shall mean the Beverages Owned Intellectual Property and the Beverages Licensed Intellectual Property.

“ Beverages IP Agreements ” shall mean all licenses of Intellectual Property (i) from any member of the DPS Group to any other Person and (ii) to any member of the DPS Group from any other Person.

“ Beverages Liabilities ” shall mean:

(i) any Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto, including Schedule 1.01(d) hereto) as Liabilities to be Assumed by any member of the DPS Group, and all obligations and Liabilities expressly Assumed by any member of the DPS Group under this Agreement or any of the Ancillary Agreements;

(ii) any Liabilities to the extent relating to, arising out of or resulting from:

(A) the operation or conduct of the Beverages Business prior to, on or after the Demerger Effective Time (including any such Liability to the extent relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority) with respect to the Beverages Business);

(B) the operation or conduct of any business conducted by any member of the DPS Group at any time after the Demerger Effective Time (including any such Liability to the extent relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority) with respect to the Beverages Business);

(D) any terminated or divested Business Entity, business or operation formerly and primarily owned or managed by or associated with DPS or any Beverages Business;

(E) any indebtedness (including debt securities and asset-backed debt) of any member of the DPS Group or indebtedness (regardless of the issuer of such indebtedness) exclusively relating to the Beverages Business or any indebtedness (regardless of the issuer of such indebtedness) secured exclusively by any of the Beverages Assets (including any Liabilities relating to, arising out of or resulting from a claim by a holder of any such indebtedness, in its capacity as such); and

(F) any Beverages Litigation Matter, Future Beverages Litigation Matter and, to the extent relating to the Beverages Business, any Future Joint Litigation Matter; and

(iii) all Liabilities reflected as liabilities or obligations on the Beverages Balance Sheet or the accounting records supporting such balance sheet, and all Liabilities arising or Assumed after the date of such balance sheet which, had they arisen or been Assumed on or before such date and been retained as of such date, would have been reflected on such balance sheet or such records if prepared on a consistent basis, subject to any discharge of such Liabilities subsequent to the date of the Beverages Balance Sheet.

Notwithstanding anything to the contrary herein, the Beverages Liabilities shall not include any Cadbury plc Liabilities.

“ Beverages Licensed Intellectual Property ” shall mean all Intellectual Property that a member of the DPS Group is licensed to use pursuant to the Beverages IP Agreements.

“ Beverages Litigation Matters ” means the Actions set forth in Schedule 1.01(e) hereto and any other Actions related to the Beverages Assets or Beverages Liabilities commenced on or before the Distribution Date.

“ Beverages Owned Intellectual Property ” shall mean all Intellectual Property owned by a member of the DPS Group.

“ Beverages Policies ” shall mean the Policies, current or past, that are owned or maintained by or on behalf of any member of the Cadbury plc Group or any member of the DPS Group, which relate exclusively to the Beverages Business and are either maintained by DPS or a member of the DPS Group or assignable to DPS or a member of the DPS Group, as set forth in Schedule 1.01(f) .

“ Beverages Shared Policies ” shall mean the Policies, current or past, that are owned or maintained by or on behalf of any member of the Cadbury plc Group or any member of the DPS Group which relate to the Beverages Business, other than Beverages Policies, as set forth in Schedule 1.01(g) .

“ Business Day ” shall mean any day that is not a Saturday, a Sunday or any other day on which banks are required or authorized by Law to be closed in The City of New York, United States or London, England.

“ Business Entity ” shall mean any Person (other than a natural person) which may legally hold title to Assets.

“ Cadbury plc Assets ” shall mean:

(i) the ownership interests in those Business Entities that are included in the definition of the Cadbury plc Group and all of the Assets owned or held by such Business Entities (other than any Assets that constitute Beverages Assets);

(ii) all Cadbury plc Contracts and any rights or claims arising thereunder;

(iii) any rights or claims or contingent rights or claims primarily relating to or arising from the Cadbury plc Business;

(iv) any and all Assets reflected on the Cadbury plc Balance Sheet or the accounting records supporting such balance sheet and any Assets acquired by or for CS or any member of the Cadbury plc Group subsequent to the date of such balance sheet which, had they been so acquired on or before such date and owned as of such date, would have been reflected on such balance sheet if prepared on a consistent basis, subject to any dispositions of any of such Assets subsequent to the date of such balance sheet;

(v) subject to ARTICLE IX , any rights of any member of the Cadbury plc Group under any Policies, including any rights thereunder arising after the Distribution Date in respect of any Policies that are occurrence policies;

(vi) all Cadbury plc Claims and, to the extent relating to the Cadbury plc Business, Joint Cadbury plc and Beverages Claims; and

(vii) the Assets set forth in Schedule 1.01(h) and any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets which have been or are to be Transferred to CS or any other member of the Cadbury plc Group.

Notwithstanding the foregoing, the Cadbury plc Assets shall not include any Assets that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be retained by or Transferred to any member of the DPS Group.

“ Cadbury plc Balance Sheet ” shall mean the unaudited pro forma statement of net assets of the Cadbury plc Group, as of December 31, 2007, prepared to give effect to the transactions contemplated hereby, including the notes thereto, as set forth in Schedule 1.01(i) ; provided that to the extent any Assets or Liabilities are Transferred by DPS or any member of the DPS Group to CS or any member of the Cadbury plc Group or vice versa in connection with the Plan of Separation and on or prior to the Distribution Date, such assets and/or liabilities shall be deemed to be included or excluded from the Cadbury plc Balance Sheet, as the case may be.

“ Cadbury plc Beverages Shares ” shall mean the issued and outstanding shares of [___] pence each of Cadbury plc.

“ Cadbury plc Business ” shall mean the business of manufacturing, distributing, selling, marketing and promoting (i) confectionery and other food products throughout the world and (ii) carbonated and non-carbonated beverages outside of the Territory.

“ Cadbury plc Contracts ” shall mean the following Contracts to which CS or any of its Affiliates is a party as of the date hereof or by which it or any of its Affiliates as of the date hereof or any of their respective Assets is bound, whether or not in writing:

(i) any Contract that relates primarily to the Cadbury plc Business; and

“ Cadbury plc Group ” shall mean Cadbury plc and each Business Entity that is a Subsidiary of Cadbury plc immediately after the Demerger Effective Time, and each Business Entity that becomes a Subsidiary of Cadbury plc after the Demerger Effective Time, which shall include those entities identified as such in Schedule 1.01(j) .

“ Cadbury plc Indemnitees ” shall mean each member of the Cadbury plc Group and each of their respective directors, officers, employees and agents and each of the heirs, executors, successors and assigns of any of the foregoing, other than the Beverages Indemnitees.

“ Cadbury plc Liabilities ” shall mean:

(i) any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto, including Schedule 1.01(k) hereto) as Liabilities to be Assumed by any member of the Cadbury plc Group, and all obligations and Liabilities expressly Assumed by any member of the Cadbury plc Group under this Agreement or any of the Ancillary Agreements;

(ii) any and all Liabilities to the extent relating to, arising out of or resulting from:

(A) the operation or conduct of the Cadbury plc Business prior to, on or after the Demerger Effective Time (including any such Liability to the extent relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority) with respect to the Cadbury plc Business);

(B) the operation or conduct of any business conducted by any member of the Cadbury plc Group at any time after the Demerger Effective Time (including any such Liability to the extent relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority) with respect to the Cadbury plc Business);

(D) any terminated or divested Business Entity, business or operation formerly and primarily owned or managed by or associated with CS or any Cadbury plc Business;

(E) any indebtedness (including debt securities and asset-backed debt) of any member of the Cadbury plc Group or indebtedness (regardless of the issuer of such indebtedness) exclusively relating to the Cadbury plc Business or any indebtedness (regardless of the issuer of such indebtedness) secured exclusively by any of the Cadbury plc Assets (including any Liabilities relating to, arising out of or resulting from a claim by a holder of any such indebtedness, in its capacity as such); and

(F) any Cadbury plc Litigation Matter, any Future Cadbury plc Litigation Matter and, to the extent relating to the Cadbury plc Business, any Future Joint Litigation Matter; and

(iii) all Liabilities reflected as liabilities or obligations on the Cadbury plc Balance Sheet or the accounting records supporting such balance sheet, and all Liabilities arising or Assumed after the date of such balance sheet which, had they arisen or been Assumed on or before such date and been retained as of such date, would have been reflected on such balance sheet or such records if prepared on a consistent basis, subject to any discharge of such Liabilities subsequent to the date of the Cadbury plc Balance Sheet.

Notwithstanding anything to the contrary herein, the Cadbury plc Liabilities shall not include any Beverages Liabilities.

“ Cadbury plc Litigation Matters ” means the Actions set forth in Schedule 1.01(l) hereto and any other Actions related to the Cadbury plc Assets or Cadbury plc Liabilities commenced on or before the Distribution Date.

“ Cadbury plc Ordinary Shares ” shall mean the issued and outstanding ordinary shares of [___]p each of Cadbury plc.

“ Circular ” shall mean the circular sent to holders of CS Ordinary Shares containing details of the Plan of Separation.

“ Claims Administration ” shall mean the processing of claims made under the Shared Policies, including the reporting of claims to the insurance carriers, management and defense of claims and providing for appropriate releases upon settlement of claims.

“ Confidential Information ” shall mean confidential or proprietary Information concerning a Party and/or its Subsidiaries which, prior to or following the Demerger Effective Time, has been disclosed by a Party or its Subsidiaries to another Party or its Subsidiaries, in written, oral (including by recording), electronic, or visual form to, or otherwise has come into the possession of, the other Party or its Subsidiaries, including pursuant to the provisions of Section 8.01 , 8.02 or 8.03 or any other provision of this Agreement (except to the extent that such Information can be shown to have been (i) in the public domain through no fault of such Party or its Subsidiaries or (ii) lawfully acquired from other sources by such Party or its Subsidiaries to which it was furnished; provided , however , in the case of clause (ii) that, to the furnished Party’s knowledge, such sources did not provide such Information in breach of any confidentiality obligations).

“ Consents ” shall mean any consents, waivers or approvals from, or notification requirements to, any Person other than a Governmental Entity, in each case, in connection with the Plan of Separation.

“ Continuing Arrangements ” shall mean those arrangements set forth in Schedule 1.01(m) and such other commercial arrangements among the Parties that are intended to survive and continue following the Demerger Effective Time.

“ Contract ” shall mean any agreement, contract, obligation, indenture, instrument, lease, arrangement, commitment or undertaking (whether written or oral and whether express or implied).

“ CS ADRs ” shall mean the American Depositary Receipts evidencing the American depository shares representing CS Ordinary Shares.

“ CS Ordinary Shares ” shall mean the issued and outstanding ordinary shares of 12.5 pence each of CS.

“ Demerger Effective Time ” shall mean the time at which the Plan of Separation becomes effective, expected to be [___] p.m. British Summer Time on [______], 2008 or such other time as the Court Order is registered.

“ Disclosure Documents ” shall mean any registration statement or other document (including the Form 10 and the Prospectus) filed with the SEC or the FSA by or on behalf of any Party or any of its controlled Affiliates in connection with the Plan of Separation, and also includes any information statement, prospectus, offering memorandum, offering circular (including the Circular and any franchise offering circular or any similar disclosure statement), or similar disclosure document, whether or not filed with the SEC or the FSA or any other Governmental Entity related to the Plan of Separation, which offers for sale or registers the Transfer or distribution of any security of such Party or any of its controlled Affiliates.

“ Distribution ” shall mean the distribution by DPS on the Distribution Date to holders of record of shares of Cadbury plc Beverages Shares as of the Distribution Record Date of the issued and outstanding DPS Common Stock on the basis of [___] shares of DPS Common Stock for every one outstanding Cadbury plc Beverages Share.

“ Distribution Date ” shall mean the date which DPS distributes all of the issued and outstanding shares of DPS Common Stock to the holders of Cadbury plc Beverages Shares.

“ Distribution Record Date ” shall mean 6:00 p.m. Greenwich Mean Time or British Summer Time, as applicable to the time of year, on the Business Day immediately preceding the date on which the Court Order is registered by the UK Registrar of Companies at Companies House.

“ DPS Group ” shall mean DPS and each Business Entity that is a Subsidiary of DPS immediately after the Demerger Effective Time, and each Business Entity that becomes a Subsidiary of DPS after the Demerger Effective Time, which shall include those entities identified as such in Schedule 1.01(n) .

“ DPS Transaction Costs ” shall mean the categories of out-of-pocket transaction costs and expenses incurred by CS, DPS or any member of their respective Groups in connection with the Plan of Separation set forth in Schedule 1.01(o) .

“ Employee Matters Agreement ” shall mean the Employee Matters Agreement among CS and DPS and, solely for certain limited sections therein, Cadbury plc, substantially in the form of attached hereto as Exhibit 1.01(a) .

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, all as the same shall be in effect at the time that reference is made thereto.

“ Form 10 ” shall mean the registration statement on Form 10 filed by DPS with the SEC in connection with the Distribution, and all amendments and supplements thereto.

“ FSA ” shall mean the UK Financial Services Authority.

“ Governmental Approvals ” shall mean any notice or report to be submitted to, or other filing to be made with, or any consent, registration, approval, permit or authorization to be obtained from, any Governmental Entity, in each case in connection with the Plan of Separation.

“ Governmental Entity ” shall mean any nation or government, any state, municipality or other political subdivision thereof and any entity, body, agency, department, board, bureau or court, whether domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any executive official thereof.

“ Group ” shall mean the Cadbury plc Group or the DPS Group, as the context may require.

“ Indemnifiable Loss ” shall mean any and all damages, losses, Liabilities, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses (including the costs and expenses of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and the reasonable costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder), excluding special, consequential, indirect, punitive damages (other than special, consequential, indirect and/or punitive damages awarded to any third party against an indemnified party) and excluding Taxes. In addition, an “ Indemnifiable Loss ” shall not include any non-cash costs or charges, except to the extent such non-cash costs or charges result in a cash payment by the applicable Indemnitee.

“ Information ” shall mean all information, whether or not patentable or copyrightable, in written, oral, electronic, visual or other tangible or intangible form, stored in any medium, including studies, reports, Records, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other Software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), communications and materials otherwise related to or made or prepared in connection with or in preparation for any legal proceeding, and other technical, financial, employee or business information or data.

“ Information Statement ” shall mean the Information Statement attached as an exhibit to the Form 10 sent to the holders of CS Ordinary Shares in connection with the Distribution, including any amendment or supplement thereto.

“ Insurance Administration ” shall mean, with respect to each Shared Policy, the accounting for premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles and retentions, as appropriate, under the terms and conditions of each of the Shared Policies; and the reporting to excess insurance carriers of any losses or claims which may cause the per-occurrence, per claim or aggregate limits of any Shared Policy to be exceeded, and the distribution of Insurance Proceeds as contemplated by this Agreement.

“ Insurance Proceeds ” shall mean those monies (i) received by an insured from an insurance carrier or (ii) paid by an insurance carrier on behalf of an insured, in either case net of any applicable premium adjustment, retrospectively-rated premium, deductible, retention, or cost of reserve paid or held by or for the benefit of such insured.

“ Intellectual Property ” shall mean (i) patents and patent applications; (ii) Trademarks; (iii) copyrights and design rights, including registrations and applications for registration thereof; (iv) database rights; and (v) confidential and proprietary information, including trade secrets and know-how.

“ Intercompany Balances ” shall mean the intercompany accounts receivable, accounts payable, loans and corporate cross-charges (other than current intercompany accounts receivables and accounts payable arising out of the ordinary course of business or any balances outstanding under any Continuing Arrangement), including the interest accrued thereon as of the date hereof, between any member of the DPS Group, on the one hand, and any member of the Cadbury plc Group, on the other hand, set forth in Schedule 1.01(p) .

“ Law ” shall mean any applicable U.S., English or other federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law).

“ Liabilities ” shall mean any and all debts, liabilities, costs, expenses and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, reserved or unreserved, or determined or determinable, including those arising under any Law, Action, whether asserted or unasserted, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Entity and those arising under any Contract or any fines, damages or equitable relief which may be imposed and including all costs and expenses related thereto.

“ Listing Rules ” shall mean the Listing Rules of the UKLA.

“ London Stock Exchange ” shall mean the London Stock Exchange plc.

“ NYSE ” shall mean the New York Stock Exchange.

“ Person ” shall mean any natural person, firm, individual, corporation, business trust, joint venture, association, company, limited liability company, partnership or other organization or entity, whether incorporated or unincorporated, or any Governmental Entity.

“ Policies ” shall mean insurance policies and insurance Contracts of any kind (other than life and benefits policies or Contracts), including primary, excess and umbrella

policies, comprehensive general liability policies, director and officer liability, fiduciary liability, automobile, aircraft, property and casualty, workers’ compensation and employee dishonesty insurance policies, bonds and self-insurance and captive insurance company arrangements, together with the rights, benefits and privileges thereunder.

“ Prospectus ” shall mean the prospectus issued by Cadbury plc in relation to the admission by the UKLA of the Cadbury plc Ordinary Shares and the admission of the Cadbury plc Ordinary Shares to trading on the main market for listed securities of the London Stock Exchange, prepared, published and approved by, and filed with, the FSA in accordance with the Prospectus Rules.

“ Prospectus Rules ” shall mean the Prospectus Rules of the FSA made under section 73A of the Financial Services and Markets Act 2000, as amended.

“ Records ” shall mean any Contracts, documents, books, records or files.

“ Required Consents ” shall mean the Consents set forth in Schedule 1.01(q) .

“ Scheme ” shall mean the scheme of arrangement under Section 425 of the Companies Act 1985 between CS and the CS shareholders, with or subject to any modification, addition or condition approved or imposed by the Court pursuant to which the CS Ordinary Shares will be cancelled, CS will become a wholly-owned subsidiary of Cadbury plc and each holder of CS Ordinary Shares will be entitled to receive (i) [___] Cadbury plc Ordinary Shares for every [___] CS Ordinary Shares that such holder holds as of the Scheme Record Date and (ii) [___] Cadbury plc Beverages Shares for every [___] CS Ordinary Shares that such holder holds as of the Scheme Record Date.

“ Scheme Record Date ” shall mean 6:00 p.m. Greenwich Mean Time or British Summer Time, as applicable to the time of year, on the date of the Court hearing to confirm the reduction of capital of CS provided under the Scheme.

“ SEC ” shall mean the United States Securities and Exchange Commission or any successor agency.

“ Securities Act ” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time that reference is made thereto.

“ Security Interest ” shall mean any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-way, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever, excluding (i) restrictions on transfer under securities Laws and (ii) licenses of Intellectual Property.

“ Shared Policies ” shall mean the Policies, current or past, which are owned or maintained by or on behalf of any member of the Cadbury plc Group or any member of the DPS Group which relate to one or more of the Cadbury plc Business and the Beverages Business, which are set forth in Schedule 1.01(r) .

“ Shared Policy Insured Claims ” shall mean those Liabilities that, individually or in the aggregate, are covered within the terms and conditions of any of the Shared Policies, whether or not subject to deductibles, co-insurance, uncollectibility or retrospectively-rated premium adjustments.

“ Software ” shall mean all computer programs, applications and code (including source code and object code), and all media and documentation (including user manuals and training materials) relating to or embodying any of the foregoing or on which any of the foregoing are recorded.

“ Subsidiary ” shall mean, with respect to any Person, (i) a corporation, 50% or more of the voting or capital stock of which is, as of the time in question, directly or indirectly owned by such Person and (ii) any other partnership, joint venture, association, joint stock company, trust, unincorporated organization or other entity in which such Person, directly or indirectly, owns 50% or more of the equity economic interest thereof or has the power to elect or direct the election of 50% or more of the members of the governing body of such entity or otherwise has control over such entity ( e.g., as the managing partner of a partnership).

“ Tax ” shall have the meaning set forth in the Tax Sharing Agreement.

“ Tax Return ” shall have the meaning set forth in the Tax Sharing Agreement.

“ Tax Sharing Agreement ” shall mean the Tax Sharing and Indemnification Agreement among CS and DPS and, solely for certain limited sections therein, Cadbury plc, substantially in the form attached hereto as Exhibit 1.01(b) .

“ Territory ” shall mean the countries listed across from the brands owned by or licensed to a member of the DPS Group as of the Distribution Date or otherwise Transferred to a member of the DPS Group after the Distribution Date pursuant to Section 2.04 , as set forth in Schedule 1.01(s) . For the avoidance of doubt, the Territory is specific as to each brand identified in Schedule 1.01(s) .

“ Trademarks ” means trademarks, service marks, trade names, trade dress and Internet domain names, and registrations and applications for registration thereof, together with the goodwill associated therewith.

“ Transaction Costs ” shall mean all out-of-pocket costs and expenses incurred by CS, DPS or any member of their respective Groups in connection with the Plan of Separation other than the DPS Transaction Costs.

“ Transfer Agent ” shall mean Computershare Trust Company, N.A.

“ Transfer Documents ” shall mean, collectively, the various Contracts and other documents heretofore entered into and to be entered into to effect the Transfer of Assets and the Assumption of Liabilities in the manner contemplated by this Agreement and the Plan of Separation, or otherwise relating to, arising out of or resulting from the transactions contemplated by this Agreement, which shall be, as applicable, in such form or forms as the applicable Parties thereto agree.

“ Transition Services Agreement ” shall mean the Transition Services Agreement between CS and DPS, substantially in the form attached hereto as Exhibit 1.01(c) .

“ UK ” shall mean the United Kingdom of Great Britain and Northern Ireland.

“ UKLA ” shall mean the FSA acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000, as amended.

The following terms have the meanings set forth in the Sections set forth below:


Definition	Location
“Agreement”	Preamble
“Agreement Disputes”		10.01
“American Samoa Business”		6.02	(d)
“AsiaPac Licensed Intellectual Property		6.04	(c)
“Assume” or “Assumed”		2.02
“Audited Party”		5.02	(d)
“Beverages Claims”		8.10	(c)
“Beverages Names and Marks”		6.02	(a)
“Cadbury Names and Marks”		6.01	(a)
“Cadbury plc Claims”		8.10	(c)
“Corporate Name”		6.01	(b)
“Court”		4.01	(a)
“Court Order”		4.01	(b)
“CS”	Recitals
“Domain Names Agreement”		6.06
“DPS”	Preamble
“DPS Common Stock”	Recitals
“DPS Licensed Intellectual Property		6.04	(b)
“Escalation Notice”		10.02	(a)
“Existing Stock”		6.01	(c)
“Future Beverages Litigation Matter”	8.10(b)(ii)
“Future Cadbury plc Litigation Matter”		8.10	(b)(i)
“Future Joint Litigation Matters”	8.10(b)(iii)
“Improvements”		6.04	(b)
“Indemnifying Party”		7.04	(b)
“Indemnitee”		7.04	(b)
“Indemnity Payment”		7.06	(a)
“Interim Financial Statements”		5.02	(c)
“Internal Control Audit and Management Assessments”		5.02	(b)
“Know-How Agreement”		6.05	(a)
“Joint Cadbury plc and Beverages Claims”		8.10	(c)
“Memorabilia”		6.03
“Other Party’s Auditors”		5.02	(b)
“Party”	Preamble
“Plan of Separation”	Recitals


Definition	Location
“Reduction”		4.01	(a)
“Shared Contract”		2.01	(c)(i)
“Third Party Claim”		7.04	(b)
“Third Party Proceeds”		7.06	(a)
“Transfer”		2.01	(a)(i)

Section 1.02 Interpretation and Rules of Construction . In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

(a) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated;

(b) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

(c) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;

(d) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

(e) all terms defined in this Agreement have the defined meanings when used in any Ancillary Agreement, or any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;

(f) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; and

(g) references to a Person are also to its successors and permitted assigns.

ARTICLE II

THE SEPARATION

Section 2.01 Transfer of Assets .

(a) On or prior to the Demerger Effective Time and to the extent not already completed:

(i) CS shall, on behalf of itself and the members of the Cadbury plc Group, as applicable, transfer, contribute, assign and convey or cause to be transferred, contributed, assigned and conveyed (“ Transfer ”) to DPS or another member of the DPS Group all of its and its Subsidiaries’ right, title and interest, if any and to the extent of such right, title and interest, in and to the Beverages Assets owned or held by a member of the Cadbury

plc Group as of the Distribution Date, including taking the actions necessary to consummate the transactions set forth in Schedule 2.01(a) ; and

(ii) DPS shall, on behalf of itself and the members of the DPS Group, as applicable, Transfer to CS or another member of the Cadbury plc Group all of its and its Subsidiaries’ right, title and interest, if any and to the extent of such right, title and interest, in and to the Cadbury plc Assets owned or held by a member of the DPS Group as of the Distribution Date, including taking the actions necessary to consummate the transactions set forth in Schedule 2.01(a) .

(b) Unless otherwise agreed to by the Parties, each of CS and DPS shall be entitled to designate the Business Entity within such Party’s respective Group to which any Assets are to be Transferred pursuant to this Section 2.01 or Section 2.04 .

(i) Unless the Parties otherwise agree or the benefits of any Contract described in this Section are expressly conveyed to the applicable Party pursuant to an Ancillary Agreement, to the extent any Contract is (1) a Cadbury plc Asset but inures in part to the benefit or burden of any member of the DPS Group or (2) a Beverages Asset but inures in part to the benefit or burden of any member of the Cadbury plc Group, including those contracts listed in Schedule 2.01(c) (each, a “ Shared Contract ”), such Shared Contract shall be assigned in part to the applicable member(s) of the applicable Group, if so assignable, or appropriately amended prior to, on or after the Demerger Effective Time, so that each Party or the members of their respective Groups shall be entitled to the rights and benefits, and shall Assume the related portion of any Liabilities, inuring to their respective businesses; provided , however , that (x) in no event shall any member of any Group be required to assign (or amend) any Shared Contract in its entirety or to assign a portion of any Shared Contract (including any Policy) which is not assignable (or cannot be amended) by its terms (including any terms imposing consents or conditions on an assignment where such consents or conditions have not been obtained or fulfilled) and (y) if any Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be amended or if such assignment or amendment would impair the benefit the Parties thereto derive from such Shared Contract, the Parties shall, and shall cause each of their respective Subsidiaries to, take such other reasonable and permissible actions to cause a member of the DPS Group or the Cadbury plc Group, as the case may be, to receive the benefit of that portion of each Shared Contract that relates to the Beverages Business or the Cadbury plc Business (to the extent so related) as if such Shared Contract had been assigned to (or amended to allow) a member of the applicable Group pursuant to this Section 2.01 and to bear the burden of the corresponding Liabilities (including any Liabilities that may arise by reason of such arrangement) as if such Liabilities had been Assumed by a member of the applicable Group pursuant to this Section 2.01 .

(ii) Each of CS and DPS shall, and shall cause the respective members of its Group to, (A) treat for all Tax purposes the portion of each Shared

Contract inuring to its respective businesses as Assets owned by, and/or Liabilities of, as applicable, such Party not later than the Demerger Effective Time and (B) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (in the case of clauses (A) and (B), unless required by Tax Law or any other Law or the good faith resolution of a contest or other proceeding relating to Taxes).

(iii) Nothing in this Section 2.01(c) shall require any member of any Group to make any payment (except to the extent advanced, Assumed or agreed in advance to be reimbursed by any member of the other Group), incur any obligation or grant any concession for the benefit of any member of any other Group in order to effect any transaction contemplated by this Section 2.01(c) , in each case, other than an incidental payment, obligation or concession.

(d) The Parties shall use their commercially reasonable efforts to obtain the Required Consents on or prior to the Distribution Date.

Section 2.02 Assumption and Satisfaction of Liabilities . Except as otherwise specifically set forth in any Ancillary Agreement, from and after the Demerger Effective Time, (a) CS shall, or shall cause a member of the Cadbury plc Group to, accept, assume (or, as applicable, retain), perform, discharge and fulfill, in accordance with their respective terms (“ Assume ”), all of the Cadbury plc Liabilities and (b) DPS shall, or shall cause a member of the DPS Group to, Assume all the Beverages Liabilities, in each case, regardless of (i) when or where such Liabilities arose or arise, (ii) whether the facts upon which they are based occurred prior to, on or subsequent to the Demerger Effective Time, (iii) where or against whom such Liabilities are asserted or determined and (iv) whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Cadbury plc Group or the DPS Group, as the case may be, or any of their past or present respective directors, officers, employees, agents, Subsidiaries or Affiliates.

Section 2.03 Intercompany Balances .

(a) All of the Intercompany Balances set forth on Schedule 1.01(p) shall, prior to or at the Demerger Effective Time, be repaid, settled or otherwise eliminated, by means of cash payments, a dividend, capital contribution, a combination of the foregoing or otherwise, as determined by CS.

(b) Except as may be contemplated by this Agreement or any Ancillary Agreement and the transactions contemplated hereby and thereby, from [______], 2008 until the Distribution Date, DPS shall, and shall cause each member of the DPS Group to, manage its working capital in the ordinary course of business consistent with past practice.

(c) As between the Parties (and the members of their respective Groups), all payments and reimbursements received after the Demerger Effective Time by any Party (or member of its Group) that relate to a Business, Asset or Liability of the other Party (or member of its Group) shall be held by such Party in trust for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and, promptly upon receipt by such Party of any such payment or reimbursement, such Party shall pay or shall cause the applicable member

of its Group to pay over to the applicable Party the amount of such payment or reimbursement without right of set-off, net of any costs, including Tax costs, to the Party making the payment.

Section 2.04 Transfers Not Effected on or Prior to the Demerger Effective Time; Transfers Deemed Effective as of the Demerger Effective Time .

(a) To the extent that any Transfers contemplated by this Agreement (other than any Transfer contemplated by Section 2.01(c) ) shall not have been consummated on or prior to the Demerger Effective Time, the Parties shall cooperate to effect such Transfers as promptly as practicable following the Demerger Effective Time. Nothing herein shall be deemed to require the Transfer of any Assets or the Assumption of any Liabilities which by their terms or operation of Law cannot be Transferred; provided , however , that the Parties and their respective Subsidiaries shall cooperate and use commercially reasonable efforts following the Distribution Date to seek to obtain any necessary Consents or Governmental Approvals for the Transfer of all Assets and the Assumption of all Liabilities contemplated to be Transferred and Assumed pursuant to this Agreement.

(b) In the event that any such Transfer of Assets or Assumption of Liabilities has not been consummated, from and after the Demerger Effective Time (i) the Party whose Group retains such Asset shall thereafter hold, or cause the applicable member of its Group to hold, such Asset (at no net Tax cost to such Party or such member) for the use and benefit of the member of the other Group entitled thereto (at the expense of the member entitled thereto) to the extent related to such other Party’s business and (ii) the Party intended to Assume such Liability shall, or shall cause the applicable member of its Group to, pay or reimburse the member of the other Group retaining such Liability (at no net Tax cost to such retaining member) for all amounts paid or incurred in connection with the retention of such Liability to the extent related to such other Party’s business. In addition, the Party whose Group retains such Asset or Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Asset or Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Party to whose Group such Asset is to be Transferred or by the Party whose Group will Assume such Liability in order to place such Party, insofar as reasonably possible, in the same position as if such Asset or Liability had been Transferred or Assumed as contemplated hereby and so that all the benefits and burdens relating to such Asset or Liability, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Asset or Liability, are to inure from and after the Demerger Effective Time to the member or members of the Cadbury plc Group or the DPS Group entitled to the receipt of such Asset or required to Assume such Liability. In furtherance of the foregoing, the Parties agree that, as of the Demerger Effective Time, each Party shall be deemed to have acquired complete and sole beneficial ownership over all of the Assets, together with all rights, powers and privileges incident thereto, and shall be deemed to have Assumed in accordance with the terms of this Agreement all of the Liabilities, and all duties, obligations and responsibilities incident thereto, which such Party is entitled to acquire or required to Assume pursuant to the terms of this Agreement.

(c) If and when the Consents, Governmental Approvals and/or conditions, the absence or non-satisfaction of which caused the deferral of Transfer of any Asset or deferral of the Assumption of any Liability pursuant to Section 2.04(a) , are obtained or satisfied, the

Transfer, assignment, Assumption or novation of the applicable Asset or Liability shall be effected in accordance with and subject to the terms of this Agreement and/or the applicable Ancillary Agreement.

(d) The Person retaining any Asset or Liability due to the deferral of the Transfer of such Asset or the deferral of the Assumption of such Liability pursuant to Section 2.04(a) or otherwise shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced, assumed, or agreed in advance to be reimbursed by the Person entitled to such Asset or the Person intended to be subject to such Liability and at no net Tax cost to such retaining Person, other than reasonable attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the Person entitled to such Asset or the Person intended to be subject to such Liability.

(e) Each of CS and DPS shall, and shall cause the members of its respective Group to, (i) treat for all Tax purposes (A) the deferred Assets as Assets having been Transferred to and owned by the Party entitled to such Assets not later than the Demerger Effective Time and (B) the deferred Liabilities as Liabilities having been Assumed and owed by the Person intended to be subject to such Liabilities not later than the Demerger Effective Time and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (in the case of clauses (i) and (ii), unless required by a Tax Law or any other Law or good faith resolution of a contest or proceeding relating to Taxes).

(f) Nothing in this Section 2.04 shall be deemed to modify the terms of any Beverages IP Agreement entered into between any member of the DPS Group, on the one hand, and any member of the Cadbury plc Group on the other.

Section 2.05 Transfer Documents . In connection with, and in furtherance of, the Transfer of Assets and the acceptance and Assumption of Liabilities contemplated by this Agreement, to the extent necessary, the Parties shall execute or cause to be executed, on or prior to the Demerger Effective Time, the Transfer Documents reasonably necessary to evidence the valid and effective Assumption by the applicable Party or the members of its Group of the Cadbury plc Liabilities or Beverages Liabilities, as applicable, and the valid Transfer to the applicable Party or member of such Party’s Group of all right, title and interest in and to the Cadbury plc Assets or the Beverages Asset, as applicable, to be Transferred hereunder.

Section 2.06 Further Assurances .

(a) In addition to and without limiting the actions specifically provided for elsewhere in this Agreement, including Section 2.04 , each of the Parties shall cooperate with each other and use (and will cause their respective Subsidiaries and Affiliates to use) commercially reasonable efforts, on and after the Demerger Effective Time, to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things reasonably necessary on its part under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

(b) Without limiting the foregoing, on and after the Demerger Effective Time, each Party shall cooperate with the other Parties, and without any further consideration, but at

the expense of the requesting Party from and after the Demerger Effective Time, to execute and deliver, or use commercially reasonable efforts to cause to be executed and delivered, all instruments, including instruments of Transfer, and to make all filings with, and to obtain all Consents and/or Governmental Approvals, any permit, license, Contract, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by the other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the Transfers of the applicable Assets and the assignment and Assumption of the applicable Liabilities and the other transactions contemplated hereby and thereby.

Section 2.07 Replacement of Guarantors and Obligors .

(a) DPS shall (with the reasonable cooperation of CS) use its commercially reasonable efforts to have any member of the Cadbury plc Group removed as guarantor of or obligor for any Beverages Liability, including in respect of those guarantees and obligations set forth in Schedule 2.07(a) , to the extent that they relate to Beverages Liabilities.

(b) On or prior to the Demerger Effective Time, to the extent required to obtain a release from a guaranty or obligation for any Beverages Liability of any member of the Cadbury plc Group, a member of the DPS Group, as applicable, shall either (i) execute a guaranty agreement in the form of the existing guaranty or such other form as is agreed to by the relevant Parties to such guaranty agreement or (ii) execute an amendment to the agreement giving rise to such obligation in such form as is necessary to obtain such release, except to the extent that such existing guaranty or amendment contains representations, covenants or other terms or provisions either (1) with which DPS would be reasonably unable to comply or (2) which would be reasonably expected to be breached.

(c) If DPS is unable to obtain, or to cause to be obtained, any such required removal as set forth in clause (a) and (b) of this Section 2.07 , (i) the relevant DPS Group beneficiary and DPS shall, and shall cause the members of the DPS Group to, indemnify and hold harmless the Cadbury plc Group guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of ARTICLE VII ) and shall or shall cause one of its Affiliates, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder.

(d) CS shall (with the reasonable cooperation of DPS) use its commercially reasonable efforts to have any member of the DPS Group removed as guarantor of or obligor for any Cadbury plc Liability, including in respect of the guarantees or obligations set forth in Schedule 2.07(d) , to the extent that they relate to Cadbury plc Liabilities.

(e) On or prior to the Demerger Effective Time, to the extent required to obtain a release from a guaranty or obligation for any Cadbury plc Liability of any member of the DPS Group, a member of the Cadbury plc Group, as applicable, shall either (i) execute a guaranty agreement in the form of the existing guaranty or such other form as is agreed to by the relevant Parties to such guaranty agreement or (ii) execute an amendment to the agreement

giving rise to such obligation in such form as is necessary to obtain such release, except to the extent that such guaranty or amendment contains representations, covenants or other terms or provisions either (1) with which CS would be reasonably unable to comply or (2) which would be reasonably expected to be breached.

(f) If CS is unable to obtain, or to cause to be obtained, any such required removal as set forth in clause (d) and (e) of this Section 2.07 , (i) the relevant Cadbury plc Group beneficiary and CS shall, and shall cause the other members of the Cadbury plc Group to, indemnify and hold harmless the DPS Group guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of ARTICLE VII ) and shall or shall cause one of its Affiliates, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder.

Section 2.08 Disclaimer of Representations and Warranties . EACH OF CS (ON BEHALF OF ITSELF AND EACH MEMBER OF THE CADBURY PLC GROUP) AND DPS (ON BEHALF OF ITSELF AND EACH MEMBER OF THE DPS GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN ANY ANCILLARY AGREEMENT OR IN ANY CONTINUING ARRANGEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT, ANY CONTINUING ARRANGEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENTS, ANY CONTINUING ARRANGEMENTS OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES, INFORMATION OR LIABILITIES CONTRIBUTED, TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SET-OFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY ACTION OR OTHER ASSET, INCLUDING ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT OR CONTINUING ARRANGEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST AND (II) ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

ARTICLE III

CERTAIN ACTIONS AT OR PRIOR TO THE DISTRIBUTION

Section 3.01 Certificate of Incorporation; Bylaws . On or prior to the Distribution Date, all necessary actions shall be taken to adopt the form of Certificate of Incorporation and Bylaws filed by DPS with the SEC as exhibits to the Form 10.

Section 3.02 Directors . On or prior to the Distribution Date, CS shall take all necessary actions to cause the board of directors of DPS to consist of the individuals identified in the Information Statement as directors of DPS.

Section 3.03 Resignations . On or prior to the Distribution Date, (i) CS shall cause all its employees and any employees of any member of the Cadbury plc Group (excluding any employees of any member of the DPS Group) to resign, effective as of the Distribution Date, from all positions as officers or directors of any member of the DPS Group in which they serve and (ii) DPS shall cause all its employees and any employees of any member of the DPS Group to resign, effective as of the Distribution Date, from all positions as officers or directors of any members of the Cadbury plc Group.

Section 3.04 Ancillary Agreements . On or prior to the Distribution Date, each of CS and DPS shall enter into, and/or (where applicable) shall cause a member or members of their respective Group to enter into, the Ancillary Agreements and any other Contracts in respect of the Distribution reasonably necessary or appropriate in connection with the transactions contemplated hereby and thereby.

ARTICLE IV

THE DISTRIBUTION

Section 4.01 The Distribution . Subject to Sections 4.04 and 4.05 :

(a) Promptly following the sanction by the High Court of Justice of England and Wales (the “ Court ”) of the Scheme, Cadbury plc shall apply to the Court to approve a reduction in capital pursuant to Section 135 of the Companies Act 1985 (the “ Reduction ”) under which the share capital of Cadbury plc shall be reduced by decreasing the nominal value of each Cadbury plc Ordinary Share from [___] to [___] pence and the Cadbury plc Beverages Shares will be cancelled in their entirety.

(b) Promptly after receipt of the order (the “ Court Order ”) from the Court approving the Reduction, Cadbury plc shall file the Court Order at Companies House.

(c) On the Distribution Date, DPS shall issue to each holder of a Cadbury plc Beverages Share [___] share[s] of DPS Common Stock for each [___] Cadbury plc Beverages Share[s] held by such shareholder and the shares of DPS Common Stock held by [___] shall be cancelled. No action by any such shareholder shall be necessary for such shareholder (or such shareholder’s designated transferee or transferees) to receive the applicable number of shares of (and, if applicable, cash in lieu of any fractional shares) DPS Common Stock such shareholder is

entitled to in the Distribution. The Transfer Agent shall credit the appropriate class and number of such shares of DPS Common Stock to book entry accounts for each such holder or designated transferee or transferees of such holder of DPS Common Stock.

Section 4.02 Fractional Shares . Shareholders holding a number of shares of Cadbury plc Beverages Shares, on the Distribution Record Date, that would entitle such shareholders to receive less than one whole share of DPS Common Stock in the applicable Distribution will receive cash in lieu of fractional shares. Fractional shares of DPS Common Stock will not be distributed in the Distribution nor credited to book-entry accounts. The Transfer Agent shall, as soon as practicable after the applicable Distribution Date, (a) determine the number of whole shares and fractional shares of DPS Common Stock allocable to each holder of record or beneficial owner of Cadbury plc Beverages Shares as of close of business on the Distribution Record Date, (b) aggregate all such fractional shares into whole shares and sell the whole shares obtained thereby in open market transactions, in each case, at then prevailing trading prices on behalf of holders who would otherwise be entitled to fractional share interests and (c) distribute to each such holder, or for the benefit of each such beneficial owner, such holder or owner’s ratable share of the net proceeds of such sale, based upon the average gross selling price per share of DPS Common Stock after making appropriate deductions for any amount required to be withheld for United States federal income tax purposes. DPS shall bear the cost of brokerage fees incurred in connection with these sales of fractional shares, which sales shall occur as soon after the applicable Distribution Date as practicable and as determined by the Transfer Agent. Neither CS nor DPS or the Transfer Agent will guarantee any minimum sale price for the fractional shares of DPS Common Stock. Neither CS nor DPS will pay any interest on the proceeds from the sale of fractional shares. The Transfer Agent will have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Transfer Agent nor the broker-dealers through which the aggregated fractional shares are sold will be Affiliates of CS or DPS.

Section 4.03 Actions in Connection with the Distribution .

(a) DPS shall file such amendments and supplements to the Form 10 as CS may reasonably request and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Form 10 as may be required by the SEC or federal, state or foreign securities Laws. A member of the Cadbury plc Group, on behalf of DPS, shall mail to the holders of CS Ordinary Shares and CS ADRs, at such time on or prior to the applicable Distribution Date as CS shall determine, the Information Statement included in the Form 10, as well as any other information concerning DPS, its business, operations and management, the Plan of Separation and such other matters as CS shall reasonably determine are necessary and as may be required by Law.

(b) DPS shall cooperate with CS in preparing, filing with the SEC and causing to become effective a registration statement or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the Plan of Separation or other transactions contemplated by this Agreement and the Ancillary Agreements. Promptly after receiving a request from CS, to the

extent requested, DPS shall prepare and, in accordance with applicable Law, file with the SEC any such documentation that CS determines is necessary or desirable to effectuate the Distribution, and CS and DPS shall each use commercially reasonable efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable.

(c) DPS shall prepare and file, and shall use commercially reasonable efforts to have approved and made effective, an application for the original listing of the DPS Common Stock to be distributed in the Distribution on the NYSE, subject to official notice of distribution.

Section 4.04 Distribution Date . CS shall, in its sole discretion, determine the Distribution Date and all terms of the Distribution, including the form, structure and terms of any transactions and/or offerings to effect the Distribution and the timing of and conditions to the consummation thereof. In addition, regardless of whether the conditions to the consummation of the Distribution set forth in Section 4.05 have been satisfied or waived, CS may, in accordance with Section 11.01 , at any time and from time to time until the completion of the Distribution, decide to modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution.

Section 4.05 Conditions to Distribution . Subject to Section 4.04 , the consummation of the Distribution shall be subject to the satisfaction or waiver of the following conditions which satisfaction or waiver shall be determined by CS in its sole discretion and which conditions are for the sole benefit of the Cadbury plc Group and shall not give rise to or create any duty on the part of CS or the board of directors of CS to waive or not waive any such condition:

(a) The Form 10 shall have been declared effective by the SEC, with no stop order in effect with respect thereto, and the Information Statement shall have been mailed to the holders of CS Ordinary Shares;

(b) The DPS Common Stock to be delivered in the Distribution shall have been approved for listing on the NYSE, subject to official notice of issuance;

(d) The Scheme shall have been sanctioned by the Court and office copies of the Scheme Court Orders shall have been registered by the UK Registrar of Companies at Companies House;

(e) The Cadbury plc Ordinary Shares shall have been (i) admitted to the official list of the UKLA and (ii) admitted to trading on the London Stock Exchange’s main market for listed Securities;

(f) Cadbury plc shall have received the Court Order approving the Reduction and such Court Order shall have been delivered to the UK Registrar of Companies and been registered by him;

(g) No order, injunction or decree issued by any Governmental Entity of

competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution or any of the transactions related thereto, including the transfers of Assets and Assumption of Liabilities contemplated by this Agreement, shall be in effect;

(h) CS shall have completed the contribution/transfer of the Beverages Business to DPS;

(i) The financing transactions described in the Information Statement as having occurred prior to the Distribution shall have been consummated on or prior to the Distribution;

(j) There shall not have occurred an event or development that, in the opinion of the board of directors of CS, in its sole and absolute discretion, would result in the Distribution having a material adverse effect on CS or any of its Subsidiaries or CS’ shareholders; and

(k) The Ancillary Agreements shall have been entered into by the applicable Parties.

Section 4.06 Consent to the Reduction . DPS acknowledges that Cadbury plc is proposing to undertake the Reduction and DPS, on behalf of itself and each member of the DPS Group, (i) shall as soon as reasonably practicable after the date of this Agreement provide Cadbury plc with an executed letter of consent to the Reduction in the form attached as Exhibit 4.06 and agrees that a copy of this letter may be presented to the Court as part of Cadbury plc’s application for confirmation by the Court of the Reduction; and (ii) undertakes that to the extent further consent is requested by Cadbury plc in order to effect the Reduction, DPS shall (and shall procure that any member of the DPS Group shall) give consent promptly on terms reasonably acceptable to Cadbury plc and, for the avoidance of doubt, such consents shall not be conditional on the provision of any third party guarantee or the deposit of any funds in any bank or escrow account or any other security, fact, event or thing. This consent is (and any consent given after the date of this letter shall be) irrevocable.

ARTICLE V

CERTAIN COVENANTS

Section 5.01 Non-Solicitation of Employees . During the period ending on the 18-month anniversary of the Distribution Date, none of the Parties or any member of their respective Groups shall solicit for employment or interfere with or attempt to interfere with any officers, employees, representatives or agents of any member of the other Group, or induce or attempt to induce any of them to leave the employ of the other Group or violate the terms of their contracts, or any employment arrangements, with the other Group; provided , however , that the foregoing will not prohibit (x) any advertising in publication or media of general circulation including trade journals or similar media or hiring any officer, employee, representative or agent who responds to such advertisement or (y) the soliciting or hiring of any officers, employees, representatives or agents of any member of the other Group who are offered a position following

the termination of employment by the other Group.

Section 5.02 Auditors and Audits; Annual and Quarterly Financial Statements and Accounting .

(a) DPS shall use its commercially reasonable efforts to cause its auditors to complete its audit for the year ending December 31, 2008 such that the auditor will date its opinion of the audited 2008 annual financial statements on the same date that Cadbury plc’s auditors date their opinion on Cadbury plc’s audited annual financial statements, such that Cadbury plc is able to meet its timetable for the printing, filing and public dissemination of Cadbury plc’s 2008 annual financial statements. In addition, DPS shall use its commercially reasonable efforts to cause its auditors to comply with the processes and procedures required by Cadbury plc Group’s auditors to permit Cadbury plc Group’s auditors to opine on the 2008 audited financial statements of Cadbury plc.

(b) Each Party shall provide, or provide access to the other Party on a timely basis, all information reasonably required to meet its schedule for the preparation, printing, filing, and public dissemination of its 2008 annual financial statements and for management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K and, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 and the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder, if required (such assessments and audit being referred to as the “ Internal Control Audit and Management Assessments ”). Such information shall be provided in the form, time and manner reasonably requested by CS, which shall not be materially different than the form, time and manner required by CS prior to the Distribution Date pursuant to the CS Group Reporting Manual in effect as of the Distribution Date. Without limiting the generality of the foregoing, each Party will provide all required financial and other information with respect to itself and its Subsidiaries to its auditors in a sufficient and reasonable time and in sufficient detail to permit its auditors to take all steps and perform all reviews necessary to provide sufficient assistance to the other Party’s auditors (each such other Party’s auditors, collectively, the “ Other Party’s Auditors ”) with respect to information to be included or contained in such other Party’s annual financial statements and to permit the Other Party’s Auditors and management to complete the Internal Control Audit and Management Assessments, if required.

(c) Each Party shall provide, or provide access to the other Party on a timely basis, all information reasonably required to meet its schedule for the preparation, printing, filing, and public dissemination of its financial results for the period ending June 30, 2008 (the “ Interim Financial Statements ”) and for its Internal Control Audit and Management Assessments, if required. Such information shall be provided in the form, time and manner reasonably requested by CS, which shall not be materially different than the form, time and manner required by CS prior to the Distribution Date pursuant to the CS Group Reporting Manual in effect as of the Distribution Date. Without limiting the generality of the foregoing, each Party will provide all required financial and other information with respect to itself and its Subsidiaries to its auditors in a sufficient and reasonable time and in sufficient detail to permit its auditors to take all steps and perform all reviews necessary to provide sufficient assistance to the Other Party’s Auditors

with respect to information to be included or contained in the Interim Financial Statements and to permit the Other Party’s Auditors and management to complete the Internal Control Audit and Management Assessments, if required.

(d) Each Party shall authorize its respective auditors to make reasonably available to the Other Party’s Auditors both the personnel who performed or are performing the annual audits of such audited Party (each such Party with respect to its own audit, the “ Audited Party ”) and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party’s auditors’ opinion date, so that the Other Party’s Auditors are able to perform the procedures they reasonably consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall make reasonably available to the Other Party’s Auditors and management its personnel and Records in a reasonable time prior to the Other Party’s Auditors’ opinion date and other Party’s management’s assessment date so that the Other Party’s Auditors and other Party’s management are able to perform the procedures they reasonably consider necessary to conduct the Internal Control Audit and Management Assessments.

(e) To the extent it relates to a pre-Distribution Date period, (i) each of the Parties hereto shall give the other Party hereto as much prior notice as is reasonably practicable of any changes in, or proposed determination of, its accounting estimates from those in effect as of immediately prior to the Distribution Date or of any other action with regard to its accounting estimates or previously reported financial results which may affect the other Party’s financial results, (ii) each of the Parties hereto will consult with the other and, if requested by the Party contemplating such changes, with the Other Party’s Auditors and (iii) unless required by generally accepted accounting principles or a reasonable interpretation thereof by either Party’s auditors, Law or a Governmental Entity, neither party shall make such determination or changes which would affect the other Party’s previously reported financial results without prior consent, which shall not be unreasonably withheld. Further, each Party will give the other Party prompt notice of any amendments or restatements of accounting statements with respect to pre-Distribution Date periods, and will provide the other Party with access as provided in Section 5.02(c) hereof as promptly as possible such that the other Party will be able to satisfy its financial reporting requirements.

(f) In the event either Cadbury plc or DPS is the subject of any SEC, FSA or other Governmental Entity’s comment, review or investigation (formal or informal) relating to a period prior to the Distribution Date and which in any way relates to the other Party or the other Party’s public filings, such Party shall provide the other Party with a copy of any comment or notice of such review or investigation and shall give the other Party a reasonable opportunity to be involved in responding to such comment, review or investigation, and such other Party shall cooperate with such Party in connection with responding to such comment, review or investigation.

(g) Any Information exchanged pursuant to this Section 5.02 is subject to Section 8.06 .

Section 5.03 CS Obligations . DPS and Cadbury plc agree that Cadbury plc shall not, and shall cause CS not to, take any actions that would materially and adversely impact the ability of CS to fulfill its obligations under this Agreement; provided that Cadbury plc may at any time following the Distribution Date require CS to assign to Cadbury plc all of CS’ rights and obligations under this Agreement in substitution for compliance by Cadbury plc and CS with the aforementioned obligation in this Section 5.03, and upon such assignment, Cadbury plc shall assume all of CS’ obligations under this Agreement.

ARTICLE VI

INTELLECTUAL PROPERTY MATTERS

Section 6.01 Cadbury Names and Marks .

(a) DPS hereby acknowledges that all right, title and interest in and to the “Cadbury” name, together with all variations and acronyms thereof and all Trademarks and other identifiers of source or goodwill containing or incorporating any of the foregoing (the “ Cadbury Names and Marks ”), are owned exclusively by the Cadbury plc Group, and that, except as expressly provided below, any and all right of the DPS Group to use the Cadbury Names and Marks shall terminate as of the Demerger Effective Time and shall immediately revert to the Cadbury plc Group, along with any and all goodwill associated therewith. DPS acknowledges that (i) the Beverages Assets shall not include any Cadbury Names and Marks, and (ii) it has no rights, and is not acquiring any rights, to use the Cadbury Names and Marks, except as expressly provided herein.

(b) DPS shall, as soon as practicable after the Distribution Date, but in no event later than 10 Business Days thereafter, cause each member of the DPS Group to file amended certificates of incorporation with the appropriate Governmental Entities changing its corporate name, “doing business as” name, trade name and any other similar corporate identifier (each, a “ Corporate Name ”) to a Corporate Name that does not contain any Cadbury Names and Marks and to supply promptly any additional information, documents and materials that may be requested by CS with respect to such filings.

(c) The DPS Group shall, for a period of 15 months after the Distribution Date, be entitled to use, solely in connection with the operation of the Beverages Business as operated immediately prior to the Demerger Effective Time, all of their existing stocks of product packaging, signs, letterheads, business cards, invoice stock, advertisements and promotional materials (other than Internet or intranet websites and web pages), inventory and other documents and materials (“ Existing Stock ”) containing the Cadbury Names and Marks, after which 15-month period DPS shall cause each member of the DPS Group to remove or obliterate all Cadbury Names and Marks from such Existing Stock or cease using such Existing Stock; provided that the Cadbury Names and Marks shall be removed from (i) all of the DPS Group’s Internet websites and web pages within three months following the Distribution Date and (ii) all of the DPS Group’s intranet websites and web pages within three months following the Distribution Date.

(d) Following the Distribution Date, except as expressly provided in this Agreement, (i) no other right to use the Cadbury Names and Marks is granted by the Cadbury plc Group to DPS or the DPS Group, whether by implication or otherwise, and (ii) nothing hereunder permits DPS or any member of the DPS Group to use the Cadbury Names and Marks on or in connection with any documents, materials, products or services. DPS shall ensure that all use of the Cadbury Names and Marks by the DPS Group as provided in this Section 6.01 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Cadbury Names and Marks were used in the Beverages Business prior to the Distribution Date. Any and all goodwill generated by the use of the Cadbury Names and Marks under this Section 6.01 shall inure solely to the benefit of the Cadbury plc Group. In no event shall DPS or any member of the DPS Group use the Cadbury Names and Marks in any manner that may damage or tarnish the reputation of the Cadbury plc Group, or the goodwill associated with the Cadbury Names and Marks.

(e) DPS agrees that the Cadbury plc Group shall not have any responsibility for claims by third parties arising out of, or relating to, the use by the DPS Group of any Cadbury Names and Marks after the Distribution Date. DPS shall indemnify and hold harmless CS and its Affiliates, and their respective officers, directors, employees, agents, successors and assigns from any and all such claims that may arise out of the use of any Cadbury Names and Marks by DPS or any member of the DPS Group (i) in accordance with the terms and conditions of this Section 6.01 , other than such claims that the Cadbury Names and Marks infringe the Intellectual Property rights of any third party, or (ii) in violation of or outside the scope permitted by this Section 6.01 . Notwithstanding anything in this Agreement to the contrary, including Section 10.02(f) , DPS hereby acknowledges that CS, in addition to any other remedies available to it for any breach or threatened breach of this Section 6.01 , shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining DPS and any member of the DPS Group from any such breach or threatened breach.

(f) Notwithstanding anything in this Agreement to the contrary, and without limiting the rights otherwise granted in this Section 6.01 , DPS and the DPS Group shall have the right, at all times after the Distribution Date, to (i) keep records and other historical or archived documents containing or referencing the Cadbury Names and Marks, (ii) use the Cadbury Names and Marks to the extent required by or permitted as a fair use under applicable Law, and (iii) refer to the historical fact that the DPS Group previously conducted the Beverages Business under the Cadbury Names and Marks.

Section 6.02 Beverages Names and Marks .

(a) For a period of 15 months after the Distribution Date, the Cadbury plc Group shall be entitled to use, solely in connection with the continued operation of the Cadbury plc Business, all of their Existing Stock containing any Trademark included in the Beverages Intellectual Property and/or Beverages Assets, any variation or acronym thereof, or any Trademark or other identifier of source or goodwill containing, incorporating or associated with any such Trademark (collectively, the “ Beverages Names and Marks ”); provided that the Beverages Names and Marks shall be removed from (i) all of the Cadbury plc Group’s Internet websites and web pages within three months following the Distribution Date and (ii) all of the Cadbury plc Group’s intranet websites and web pages within three months following the

Distribution Date. For the avoidance of doubt, (i) “Beverages Names and Marks” does not include any Trademark owned by or licensed to the Cadbury plc Group as of or following the Distribution Date and (ii) nothing in this Section 6.02 shall be deemed to limit or modify in any way any rights of the Cadbury plc Group in or to any Intellectual Property (other than the Beverages Names and Marks) or under any agreement relating to Intellectual Property to which any member of the Cadbury plc Group is or becomes a party or beneficiary.

(b) Following the Distribution Date, except as expressly provided in this Agreement, (i) no other right to use the Beverages Names and Marks is granted by DPS or the DPS Group to the Cadbury plc Group, whether by implication or otherwise, and (ii) nothing hereunder permits the Cadbury plc Group to use the Beverages Names and Marks on or in connection with any documents, materials, products or services. CS shall ensure that all use of the Beverages Names and Marks as provided in this Section 6.02 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Beverages Names and Marks were used in the businesses of the Cadbury plc Group prior to the Distribution Date. Any and all goodwill generated by the use of the Beverages Names and Marks under this Section 6.02 shall inure solely to the benefit of the DPS Group following the Distribution Date. In no event shall the Cadbury plc Group use the Beverages Names and Marks in any manner that may damage or tarnish the reputation of DPS or the DPS Group or the goodwill associated with the Beverages Names and Marks.

(c) CS agrees that DPS and the DPS Group shall not have any responsibility for claims by third parties arising out of, or relating to, the use by the Cadbury plc Group of any Beverages Names and Marks after the Distribution Date. CS shall, and shall cause each of the members of the Cadbury plc Group to, shall indemnify and hold harmless DPS and the DPS Group, and their respective Affiliates, officers, directors, employees, agents, successors and assigns, from any and all such claims that may arise out of the Cadbury plc Group’s use of any Beverages Names and Marks after the Distribution Date (i) in accordance with the terms and conditions of this Section 6.02 , other than such claims that the Beverages Names and Marks infringe the Intellectual Property rights of any third party or (ii) in violation of or outside the scope permitted by this Section 6.02 . Notwithstanding anything in this Agreement to the contrary, including Section 10.02(f) , CS hereby acknowledges that DPS, in addition to any other remedies available to it for any breach or threatened breach of this Section 6.02 , shall be entitled to seek a preliminary injunction, temporary restraining order or other equivalent relief restraining the Cadbury plc Group from any such breach or threatened breach.

(d) Notwithstanding anything in this Agreement to the contrary, and without limiting the rights otherwise granted in this Section 6.02 , the Cadbury plc Group shall have the right, at all times after the Distribution Date, to (i) keep records and other historical or archived documents containing or referencing the Beverages Names and Marks, (ii) use the Beverages Names and Marks to the extent required by or permitted as a fair use under applicable Law, (iii) refer to the historical fact that the members of the Cadbury plc Group previously conducted their respective businesses under the Beverages Names and Marks, (iv) use and sublicense the Beverages Names and Marks in connection with the Cadbury plc Group’s business of manufacturing, distributing, selling, marketing and promoting carbonated and non-carbonated beverages and other food products throughout American Samoa (the “ American Samoa Business ”), (v) use their Existing Stock, web pages and Internet and intranet websites containing

any Beverages Names and Marks in connection with the Cadbury plc Group’s business of manufacturing, distributing, selling, marketing and promoting carbonated and non-carbonated beverages and other food products throughout the AsiaPac Territory and (vi) use the “Schweppes” name in any and all jurisdictions outside of the United States, Canada and Mexico as or as part of any Corporate Name; provided that, no later than 10 Business Days after the Distribution Date, CS shall use commercially reasonable efforts to file amended organizational documents with the appropriate Governmental Entities changing the Corporate Name of any Affiliate organized in any jurisdiction in the United States, Canada and Mexico to a Corporate Name that does not contain the “Schweppes” name and to supply promptly any additional information, documents and materials that may be requested by DPS with respect to such filings.

Section 6.03 Memorabilia . As of the Distribution Date, any and all photographs, artwork and similar objects and other physical assets owned by the DPS Group or the Cadbury plc Group that relate to the history or historical activities of the Beverages Business (“ Memorabilia ”) shall be deemed to be owned, as between CS and DPS, by (i) CS to the extent located on the premises of any member of the Cadbury plc Group and (ii) DPS to the extent located on the premises of any member of the DPS Group. DPS hereby grants the Cadbury plc Group from the Distribution Date a worldwide, transferable, perpetual, royalty-free, irrevocable (with right to sub-license) license to use any Memorabilia: (a) in documenting, memorializing and (if desired) use in marketing its history; and (b) to the extent necessary to comply with the obligations of the Cadbury plc Group under Section 18.14 of that certain Amended and Restated Sale and Purchase Agreement by and between CS and Sapphire European Beverages Limited (among others), dated as of January 30, 2006.

Section 6.04 Additional Licenses .

(a) Effective as of the Distribution Date, CS hereby grants to DPS, solely for the benefit of each member of the DPS Group, an exclusive, perpetual, irrevocable, royalty-free license (with the right to grant sub-licenses) of the design known as the “modern egg” bottle design for use solely in the Territory; provided that DPS shall, and shall procure that each member of the DPS Group shall, only use such design in relation to beverages sold under the “Schweppes” brand and for no other purpose. DPS shall indemnify and hold harmless CS and its Affiliates, officers, directors, employees, agents, successors and assigns from any and all claims that may arise out of the DPS’ or the DPS Group’s exercise of any rights granted under, or breach of, this Section 6.04(a) .

(b) Effective as of the Distribution Date, DPS hereby grants, and shall cause the DPS Group to grant, to the Cadbury plc Group a perpetual, non-exclusive, transferable, royalty-free right and license (with the right to grant sublicenses) in, to and under any and all copyrights and design rights owned by or licensed to, to the extent permitted, the DPS Group as of the Distribution Date in product packaging (including bottles), signs, business cards, letterheads, invoice stock, advertisements and promotional materials and inventory (the “ DPS Licensed Intellectual Property ”), to use the DPS Licensed Intellectual Property in connection with the operation following the Distribution Date of the Cadbury plc Group’s business of manufacturing, distributing, selling, marketing and promoting carbonated and non-carbonated beverages and other food products throughout the AsiaPac Territory and American Samoa, to the extent of any existing use or good faith plans to use as of February 1, 2008 in the AsiaPac

Territory or American Samoa. The foregoing license includes the right for the Cadbury plc Group to make, and have made on their behalf, modifications, enhancements, derivative works and improvements (“ Improvements ”) to the DPS Licensed Intellectual Property, and as between the Parties to this Agreement, any and all such Improvements shall be owned by a member of the Cadbury plc Group without a duty of accounting or disclosure to DPS or the DPS Group.

(c) Effective as of the Distribution Date, CS hereby grants, and shall cause the Cadbury plc Group to grant, to the DPS Group a perpetual, non-exclusive, transferable, royalty-free right and license (with the right to grant sublicenses) in, to and under any and all copyrights and design rights owned by or licensed to, to the extent permitted, the Cadbury plc Group conducting its beverages business in the AsiaPac Territory and American Samoa as of the Distribution Date in product packaging (including bottles), signs, business cards, letterheads, invoice stock, advertisements and promotional materials and inventory (the “ AsiaPac Licensed Intellectual Property ”), to use the AsiaPac Licensed Intellectual Property in connection with the operation of the Beverages Business by the DPS Group following the Distribution Date, to the extent of any existing use or good faith plans to use as of February 1, 2008 in the Territory. The foregoing license includes the right for the DPS Group to make, and have made on their behalf, Improvements to the AsiaPac Licensed Intellectual Property, and as between the Parties to this Agreement, any and all such Improvements shall be owned by DPS without a duty of accounting or disclosure to a member of the Cadbury plc Group.

Section 6.05 Know-How Agreement .

(a) Effective as of the Distribution Date, CS, DPS and the DPS Group shall enter into a know-how agreement substantially in the form attached hereto as Exhibit 6.06(a) (the “ Know-How Agreement ”).

(b) At CS’ request, following the Distribution Date, DPS shall reasonably cooperate with CS and negotiate in good faith to obtain an assignment and novation in favor of DPS of CS’ rights and obligations under (i) that certain know-how agreement entered into by and among CS, The Coca-Cola Company and Atlantic Industries, dated as of July 29, 1999, as amended, and (ii) that certain know-how agreement entered into by and among CS and Sapphire European Beverages Limited (among others), dated as of February 2, 2006.

Section 6.06 Domain Names Agreement .

Effective as of the Distribution Date, CS and DPS shall enter into a domain names agreement substantially in the form attached hereto as Exhibit 6.07 (the “ Domain Names Agreement ”).

ARTICLE VII

INDEMNIFICATION

Section 7.01 Release of Pre-Distribution Claims .

(a) Except (i) as provided in Section 7.01(b) , (ii) as may be otherwise expressly provided in this Agreement or any Ancillary Agreement and (iii) for any matter with

respect to which any Party is entitled to indemnification or contribution pursuant to this ARTICLE VII , each Party, on behalf of itself and each member of its respective Group, its and their respective Affiliates and all Persons who at any time prior to the Demerger Effective Time were shareholders (other than the public shareholders of CS), directors, officers, agents or employees of it or any member of its Group (in their respective capacities as such), in each case do hereby remise, release and forever discharge the other Party and the other members of such other Party’s Group, their respective Affiliates and all Persons who at any time prior to the Demerger Effective Time were shareholders, directors, officers, agents or employees of any member of such other Party (in their respective capacities as such), in each case from any and all Liabilities whatsoever, whether at Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or alleged to have failed to occur or any conditions, in each case, existing on or before the Demerger Effective Time, including in connection with the Plan of Separation and all other activities to implement the Distribution and any of the other transactions contemplated hereunder and under the Ancillary Agreements.

(b) Nothing contained in Section 7.01(a) shall release any Person from:

(i) any Liability Assumed, Transferred or allocated to a Party or a member of such Party’s Group pursuant to or contemplated by, or any other Liability of any member of such Group arising under, this Agreement or any Ancillary Agreement;

(ii) any Liability for the sale or receipt of goods or property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Demerger Effective Time;

(iii) any Liability (other than the Intercompany Balances settled pursuant to Section 2.03 ) for unpaid amounts for products or services or refunds owing on products or services due for work done by a member of one Group at the request or on behalf of a member of the other Group;

(iv) any Liability provided in or resulting from any other Contract or understanding that is entered into after the Demerger Effective Time between a Party (and/or a member of such Party’s Group), on the one hand, and the other Party (and/or a member of such Party’s Group), on the other hand;

(v) any Liability with respect to the Continuing Arrangements;

(vi) any Liability that the Parties have with respect to indemnification or contribution pursuant to this Agreement or otherwise for claims brought against the Parties by third Persons, which Liability shall be governed by the provisions of this ARTICLE VII and, if applicable, the appropriate provisions of the Ancillary Agreements;

(vii) any Liability relating to any agreements, arrangements, commitments or understandings to which any Person other than the Parties and their respective Affiliates is a Party (it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Groups under any such Contracts constitute Beverages Assets or Beverages Liabilities or Cadbury plc Assets or Cadbury plc

Liabilities, such Contracts shall be assigned or retained pursuant to ARTICLE II ); or

(viii) any Liability relating to agreements, arrangements, commitments or understandings to which any non-wholly-owned Subsidiary of CS or DPS, as the case may be, is a Party.

(c) Neither Party shall permit any member of its Group to make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against the other Party or any member of the other Party’s Group, or any other Person released pursuant to Section 7.01(a) , with respect to any Liabilities released pursuant to Section 7.01(a) .

(d) It is the intent of each Party, pursuant to the provisions of this Section 7.01 , to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring and all conditions existing on or before the Demerger Effective Time, whether known or unknown, between or among any Party (and/or a member of such Party’s Group), on the one hand, and the other Party (and/or a member of such Party’s Group), on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Demerger Effective Time), except as specifically set forth in Section 7.01(a) and Section 7.01(b) . At any time, at the reasonable request of the other Party, each Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

(e) For the avoidance of doubt, neither Party shall have any Liability to the other Party in the event that any information exchanged or provided to the other Party pursuant to this Agreement (but excluding any such information included in a Disclosure Document) which is an estimate or forecast, or which is based on an estimate or forecast, is found to be inaccurate.

Section 7.02 Indemnification by CS . Except as otherwise set forth in any provision of this Agreement or any Ancillary Agreement or Continuing Arrangement, following the Demerger Effective Time, CS shall and shall cause the other members of the Cadbury plc Group to indemnify, defend and hold harmless the Beverages Indemnitees from and against any and all Indemnifiable Losses of the Beverages Indemnitees to the extent arising out of, by reason of or otherwise in connection with (i) the Cadbury plc Liabilities or alleged Cadbury plc Liabilities, (ii) any breach by any member of the Cadbury plc Group of any of the Shared Contracts, (iii) with respect to statements or omissions made or occurring after the Demerger Effective Time, any misstatement or alleged misstatement of a material fact contained in any document filed with the SEC or the FSA by any member of the DPS Group pursuant to the Securities Act, the Exchange Act, the Prospectus Rules or the Listing Rules, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only (A) to the extent that those Liabilities are caused by any misstatement or omission or alleged misstatement or omission in any information that is furnished in writing to any member of the DPS Group by any member of the Cadbury plc Group after the Demerger Effective Time, (B) if such member of the Cadbury plc Group has been informed in writing in advance that such information will be used in such filing and (C) if the information used by a member of the DPS Group in any such filing is not materially different to the information furnished by a member of the Cadbury plc Group, or (iv) any

breach by CS or any member of the Cadbury plc Group of any provision of this Agreement or any Ancillary Agreement or Continuing Arrangement unless such Ancillary Agreement or Continuing Arrangement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder.

Section 7.03 Indemnification by DPS . Except as otherwise specifically set forth in any provision of this Agreement or any Ancillary Agreement, following the Demerger Effective Time, DPS shall and shall cause the other members of the DPS Group to indemnify, defend and hold harmless the Cadbury plc Indemnitees from and against any and all Indemnifiable Losses of the Cadbury plc Indemnitees to the extent arising out of, by reason of or otherwise in connection with (i) the Beverages Liabilities or any alleged Beverages Liabilities, (ii) any breach by any member of the DPS Group of any of the Shared Contracts, (iii) with respect to statements or omissions made or occurring after the Demerger Effective Time, any misstatement or alleged misstatement of a material fact contained in any document filed with the SEC or the FSA by any member of the Cadbury plc Group pursuant to the Securities Act, the Exchange Act, the Prospectus Rules or the Listing Rules, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only (A) to the extent that those Liabilities are caused by any misstatement or omission or alleged misstatement or omission in any information that is furnished in writing to any member of the Cadbury plc Group by any member of the DPS Group after the Demerger Effective Time, (B) if such member of the DPS Group has been informed in writing in advance that such information will be used in such filing and (C) if the information used by a member of the Cadbury plc Group in any such filing is not materially different to the information furnished by a member of the DPS Group, or (iv) any breach by DPS or any member of the DPS Group of any provision of this Agreement or any Ancillary Agreement or Continuing Arrangement unless such Ancillary Agreement or Continuing Arrangement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder.

Section 7.04 Procedures for Indemnification .

(a) An Indemnitee shall give the Indemnifying Party notice of any matter that an Indemnitee has determined has given, or reasonably anticipates could give rise to, a right of indemnification under this Agreement (other than a Third Party Claim which shall be governed by Section 7.04(b) ), within 30 days of such determination, stating the amount of the Indemnifiable Loss claimed, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided , however , that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations except to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure.

(b) If an Action is made against a Cadbury plc Indemnitee or a Beverages Indemnitee (each, an “ Indemnitee ”) by any Person who is not a Party or a member of a Group of a Party (a “ Third Party Claim ”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the other Party which is or may be required pursuant to this ARTICLE VII or pursuant to any Ancillary Agreement or Continuing Arrangement to make such indemnification (the “ Indemnifying Party ”) in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within 30 days)

after receipt by such Indemnitee of written notice of the Third Party Claim; provided , however , that the failure to provide notice of any such Third Party Claim pursuant to this sentence shall not release the Indemnifying Party from any of its obligations except to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly after the Indemnitee’s receipt thereof (and in any event within 10 Business Days), copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim.

(c) An Indemnifying Party shall be entitled (but shall not be required) to assume and control the defense of any Third Party Claim, at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel that is reasonably acceptable to the applicable Indemnitees, if it gives notice of its intention to do so to the applicable Indemnitees within 30 days of the receipt of notice of the Third Party Claim from such Indemnitees. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and, in any event, shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent Information and materials in such Indemnitee’s possession or under such Indemnitee’s control relating thereto as are reasonably required by the Indemnifying Party.

(d) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnitee of its election as provided in Section 7.04(c) , such Indemnitee may defend such Third Party Claim at the cost and expense of the Indemnifying Party. If the Indemnitee is conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnitee in such defense and make available to the Indemnitee, at the Indemnifying Party’s expense, all witnesses, pertinent Information, material in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the Indemnitee.

(e) If the Indemnifying Party has assumed the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnitee may settle or compromise any Third Party Claim without the consent of the Indemnifying Party.

(f) In the case of a Third Party Claim, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement of the Third Party Claim without the consent of the Indemnitee; provided that consent from the Indemnitee shall not be required if such settlement contains a full and unconditional release of the Indemnitee and does not permit any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against any Indemnitee.

(g) Except as may otherwise be specifically provided for in the Ancillary Agreements and except as set forth in Sections 10.02 (d) and (f) hereof, the indemnification provisions of this ARTICLE VII shall be the sole and exclusive remedy of the Parties for any failure by the other Party to perform and comply with any covenants and agreements in this Agreement and any other dispute, controversy or claim (whether arising in contract, tort or

otherwise) that may arise out of or relate to, or arise under or in connection with, this Agreement or any Ancillary Agreement or Continuing Arrangement, or the transactions contemplated hereby or thereby (including all actions taken in furtherance of the transactions contemplated hereby or thereby on or prior to the Demerger Effective Time), between or among any member of the Cadbury plc Group, on the one hand, and any member of the DPS Group, on the other hand.

Section 7.05 Cooperation in Defense and Settlement . CS and DPS agree that, from and after the Demerger Effective Time, if an Action is commenced by a third party (or any member of either Party’s respective Group) with respect to which one or both Parties (or any member of either Party’s respective Group) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement or Continuing Arrangement, then the other Party shall use commercially reasonable efforts to cause such nominal defendant to be removed from such Action.

Section 7.06 Indemnification Obligations Net of Insurance Proceeds and Other Amounts .

(a) Any Indemnifiable Loss subject to indemnification or contribution pursuant to this ARTICLE VII will be calculated (i) net of Insurance Proceeds received by the Indemnitee that actually reduce the amount of the Indemnifiable Loss, and (ii) net of any proceeds received by the Indemnitee from any third party for indemnification for such Liability that actually reduce the amount of the Indemnifiable Loss (“ Third Party Proceeds ”). If an Indemnitee receives a payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Loss (an “ Indemnity Payment ”) and subsequently receives Insurance Proceeds or Third Party Proceeds, then the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

(b) Any insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification and contributions provisions hereof, have any subrogation rights with respect thereto. The Indemnitee shall use reasonable best efforts to seek to collect or recover any third party Insurance Proceeds and any Third Party Proceeds (other than Insurance Proceeds under an arrangement where future premiums are adjusted to reflect prior claims in excess of prior premiums) to which the Indemnitee is entitled in connection with any Indemnifiable Loss for which the Indemnitee seeks contribution or indemnification pursuant to this ARTICLE VII (it being understood that the obligation to use reasonable best efforts to collect or recover any third party Insurance Proceeds or Third Party Proceeds shall not require the Indemnitee to commence any litigation proceedings against any such third party); provided that the Indemnitee’s inability to collect or recover any such Insurance Proceeds or Third Party Proceeds shall not limit the Indemnifying Party’s obligations hereunder.

(c) CS and DPS agree that any indemnification payment made pursuant to this ARTICLE VII shall be paid free and clear of any Tax deduction or withholding. If any deduction or withholding is required by applicable Law to be made from any indemnification

payment made pursuant to this ARTICLE VII , the amount of the payment will be increased by such additional amount as is necessary to ensure that the net amount received by the Indemnitee (after taking account of all such deductions and withholdings) is equal to the amount which it would have received had the payment in question not been subject to any deductions or withholdings. Notwithstanding the foregoing, the Parties agree to use commercially reasonable efforts (to the extent such efforts will not result in materially adverse consequences to a Party) to mitigate or avoid such deductions and withholdings.

(d) Any indemnification payment made under this ARTICLE VII will be subject to adjustment for certain net Tax benefits and net Tax costs attributable to such indemnification payment (including gross-up) and to amounts indemnified against as provided in the Tax Sharing Agreement.

Section 7.07 Additional Matters; Survival of Indemnities .

(a) The indemnity and contribution agreements contained in this ARTICLE VII shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; (ii) any knowledge prior to the date hereof by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of this Agreement.

(b) The rights and obligations of each Party and their respective Indemnitees under this ARTICLE VII shall survive the sale or other Transfer by any Party or its respective Subsidiaries of any Assets or businesses or the assignment by it of any Liabilities.

ARTICLE VIII

ACCESS TO RECORDS; ACCESS TO INFORMATION; LEGAL AND OTHER MATTERS

Section 8.01 Provision of Corporate Records . Other than in circumstances in which indemnification is or may be sought pursuant to ARTICLE VII (in which event the provisions of such Article will govern), and subject to appropriate restrictions for privileged or Confidential Information:

(a) After the Distribution Date until the earlier of (i) the seventh anniversary of the Distribution Date or (ii) the date on which CS is entitled to destroy Information related to the period prior to the Distribution Date pursuant to its record retention policies, upon the prior written request by DPS for specific and identified Information which relates to (i) DPS (or a member of its Group) or the conduct of the Beverages Business prior to the Distribution Date, or (ii) any Ancillary Agreement or Continuing Arrangement to which CS and DPS (or any member of their respective Groups) are parties, CS shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such documents (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of CS or any of its Affiliates or Subsidiaries, but only to the extent such

items so relate and are not already in the possession or control of the requesting Party. CS shall notify DPS at least 90 days in advance of destroying any such Information in order to provide DPS the opportunity to access such Information in accordance with this Section 8.01(a) and if DPS fails to request that such Information be delivered to them, at their expense, within 90 days after receipt of such notice, CS may destroy such Information.

(b) After the Distribution Date until the earlier of (i) the seventh anniversary of the Distribution Date or (ii) the date on which DPS is entitled to destroy Information related to the period prior to the Distribution Date pursuant to its record retention policies, upon the prior written request by CS for specific and identified Information which relates to (i) CS (or a member of its Group) or the conduct of the Cadbury plc Business, prior to the Distribution Date, or (ii) any Ancillary Agreement or Continuing Arrangement to which DPS and CS (or a member of their respective Groups) are parties, as applicable, DPS shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such documents (or the originals thereof if the Party making the request has a reasonable need for such originals) in the possession or control of DPS or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the requesting Party. DPS shall notify CS at least 90 days in advance of destroying any such Information in order to provide CS the opportunity to access such Information in accordance with this Section 8.01(b) and if CS fails to request that such Information be delivered to them, at their expense, within 90 days after receipt of such notice, DPS may destroy such Information.

Section 8.02 Access to Information . Other than in circumstances in which indemnification is sought pursuant to ARTICLE VII (in which event the provisions of such Article will govern), from the Distribution Date and for so long as any access is required pursuant to Section 8.01 , each of CS and DPS shall afford to the other and its authorized accountants, counsel and other designated representatives reasonable access during normal business hours, subject to appropriate restrictions for privileged or Confidential Information and to preserve the completeness and integrity of the Information, to the personnel, properties, and Information of such Party and its Subsidiaries insofar as such access is reasonably required by the other Party and relates to (x) such other Party or the conduct of its business prior to the Demerger Effective Time or (y) any Ancillary Agreement or Continuing Arrangement. Nothing in this Section 8.02 shall require any Party to violate any agreement with any third party regarding the confidentiality of Confidential Information relating to that third party or its business; provided , however , that in the event that a Party is required to disclose any such Information, such Party shall use commercially reasonable efforts to seek to obtain such third party Consent to the disclosure of such Information.

Section 8.03 Disposition of Information .

(a) Each Party acknowledges that Information in its or in a member of its Group’s possession, custody or control as of the Demerger Effective Time may include Information owned by the other Party or a member of such Party’s Group and not related to (i) its Group or its business or (ii) any Ancillary Agreement to which it or any member of its Group is a Party.

(b) Notwithstanding such possession, custody or control, such Information

shall remain the property of such other Party or member of such other Party’s Group. Each Party agrees (i) that any such Information is to be treated as Confidential Information of the Party or Parties to which it relates and handled in accordance with Section 8.07 (except that such Information will not be used for any purpose other than a purpose permitted under this Agreement) and (ii) following a reasonable request from the other Party, subject to applicable Law, use commercially reasonable efforts within a reasonable time to (1) purge such Information from its databases, files and other systems and not retain any copy of such Information (including, if applicable, by transferring such Information to the Party to which such Information belongs), or (2) if such purging is not practicable, to encrypt or otherwise make unreadable or inaccessible such Information.

Section 8.04 Witness Services . At all times from and after the Distribution Date, each of CS and DPS shall use its commercially reasonable efforts to make available to the other, upon reasonable written request, its and any member of its Group’s officers, directors, employees and agents as witnesses to the extent that (i) such Persons may reasonably be required to testify in connection with the prosecution or defense of any Action in which the requesting Party may from time to time be involved (except for claims, demands or Actions between members of each Group) and (ii) there is no conflict of interest in the underlying Action between the requesting Party and CS and DPS, as applicable; provided that the existence of a claim for indemnification under ARTICLE VII shall not in and of itself be deemed a conflict of interest. A Party providing a witness to the other Party under this Section shall be entitled to receive from the recipient of such services, upon the presentation of invoices therefor, payments for such amounts, relating to disbursements and other out-of-pocket expenses (which shall not include the costs of salaries and benefits of employees who are witnesses or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service as witnesses), as may be reasonably incurred and properly paid under applicable Law.

Section 8.05 Reimbursement; Other Matters . Except to the extent otherwise contemplated by this Agreement, any Ancillary Agreement or any Continuing Arrangement, a Party providing Information or access to Information to the other Party under this ARTICLE VIII shall be entitled to receive from the recipient, upon the presentation of invoices therefor, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses, as may be reasonably incurred in providing such Information or access to such Information.

Section 8.06 Confidentiality . Notwithstanding any termination of this Agreement, the Parties shall hold, and shall cause each of the members of their respective Groups to hold, and shall each cause their respective officers, employees, agents, consultants, representatives and advisors to hold, in strict confidence, and not to disclose or release or use, without the prior written consent of the other Party, any and all Confidential Information concerning the other Party; provided that the Parties may disclose, or may permit disclosure of, Confidential Information (i) to their respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such Information and are informed of their obligation to hold such Information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, (ii) if the Parties or any member of their respective Groups

are required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule, (iii) as required in connection with any legal or other proceeding by one Party against the other Party, or (iv) as necessary in order to permit a Party to prepare and disclose its financial statements, Tax Returns or other required disclosures. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (ii) above, each Party, shall promptly notify the other of the existence of such request or demand and shall provide the other a reasonable opportunity to seek an appropriate protective order or other remedy, which such Parties will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the Party whose Confidential Information is required to be disclosed shall or shall cause the other Party to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such Information.

Section 8.07 Privileged Matters .

(a) The Parties recognize that certain legal and other professional services (both internal and external) have been and will be provided prior to and after the Distribution Date and have been and will be rendered for the collective benefit of each of the members of the Cadbury plc Group and the DPS Group, and that each of the members of the Cadbury plc Group and the DPS Group should be deemed to be the client with respect to such services for the purposes of asserting all privileges which may be asserted under applicable Law; provided that with respect to such services the Parties agree as follows:

(i) the Parties shall not be entitled to assert privilege with respect to such legal and other professional services provided prior to the Distribution Date against the other Party or any member of the other Party’s Group;

(ii) CS shall be entitled, on behalf of itself or any member of the Cadbury plc Group, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information to the extent relating to the Cadbury plc Business, whether or not the privileged information is in the possession of or under the control of CS or DPS. CS shall also be entitled, on behalf of itself or any member of the Cadbury plc Group, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Cadbury plc Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by any member of the Cadbury plc Group, whether or not the privileged information is in the possession of or under the control of CS or DPS;

(iii) DPS shall be entitled, on behalf of itself or any member of the DPS Group, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information to the extent relating to the Beverages Business, whether or not the privileged information is in the possession of or under the control of CS or DPS. DPS shall also be entitled, on behalf of itself or any member of the DPS Group, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged

information that relates solely to the subject matter of any claims constituting Beverages Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by any member of the DPS Group, whether or not the privileged information is in the possession of or under the control of CS or DPS; and

(iv) the Parties shall have a shared privilege, with equal right to assert or waive, subject to the restrictions in this Section 8.07 , with respect to all privileges not allocated pursuant to the terms of Section 8.07(a)(ii) and (iii) . All privileges relating to any claims, proceedings, litigation, disputes, or other matters which involve members of both the Cadbury plc Group and the DPS Group in respect of which such Parties retain any responsibility or Liability under this Agreement, shall be subject to a shared privilege among them.

(b) No Party may waive any privilege which could be asserted under any applicable Law, and in which the other Party has a shared privilege, without the consent of the other Party, which shall not be unreasonably withheld or delayed or as provided in Section 8.07(c) or Section 8.07(d) below. Consent shall be in writing, or shall be deemed to be granted unless written objection is made within 10 Business Days after notice upon the other Party requesting such consent.

(c) In the event of any litigation or dispute between or among the Parties, or any members of their respective Groups, either Party may waive a privilege in which the other Party or member of such Group has a shared privilege, without obtaining the consent of the other Party; provided that such waiver of a shared privilege shall be effective only as to the use of Information with respect to the litigation or dispute between the relevant Parties and/or the applicable members of their respective Group’s, and shall not operate as a waiver of the shared privilege with respect to third parties.

(d) If a dispute arises between or among the Parties or any member of their respective Groups regarding whether a privilege should be waived to protect or advance the interest of any Party, each Party agrees that it shall negotiate in good faith, shall endeavor to minimize any prejudice to the rights of the other Party, and shall not unreasonably withhold consent to any request for waiver by another Party. Each Party specifically agrees that it will not withhold consent to waiver for any purpose except to protect its own legitimate interests.

(e) Upon receipt by any Party or by any member of a Party’s Group of any subpoena, discovery, court order or other request which arguably calls for the production or disclosure of Information subject to a shared privilege or as to which another Party has the sole right hereunder to assert a privilege, or if any Party obtains knowledge that any of its or any member of its Group’s current or former directors, officers, agents or employees have received any subpoena, discovery or other requests which arguably calls for the production or disclosure of such privileged Information, such Party shall promptly notify the other Party of the existence of the request and shall provide the other Party a reasonable opportunity to review the Information and to assert any rights it or they may have under this Section 8.07 or otherwise to prevent the production or disclosure of such privileged Information.

Section 8.08 Ownership of Information .

(a) Any information owned by one Party or any of its Subsidiaries that is provided to a requesting Party pursuant to this ARTICLE VIII shall be deemed to remain the property of the providing Party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such information.

(b) Any Information provided by or on behalf of or made available by or on behalf of the other Party hereto pursuant to this ARTICLE VIII shall be on an “as is,” “where is” basis and no Party is making any representation or warranty with respect to such Information or the completeness thereof.

Section 8.09 Other Agreements . Except as otherwise provided in Section 8.06 , Sections 8.01 through 8.08 and 8.10 shall not apply with respect to Information, Records, actions and other matters relating to Tax matters, all of which shall be governed by the Tax Sharing Agreement.

Section 8.10 Control of Legal Matters .

(a) General. (i) On or prior to the Distribution Date, CS shall assume (or, as applicable, retain), or cause the applicable member of the Cadbury plc Group to assume (or, as applicable, retain) control of each of the Cadbury plc Litigation Matters, and CS shall use its reasonable best efforts to have a member of the Cadbury plc Group substituted for any member of the DPS Group named as a defendant in any such Cadbury plc Litigation Matters; provided , however , that no member of the Cadbury plc Group shall be required to make any such effort if the removal of any member of the DPS Group would jeopardize insurance coverage or rights to indemnification from third parties applicable to such Cadbury plc Litigation Matters.

(ii) On or prior to the Distribution Date, DPS shall assume (or, as applicable, retain), or cause the applicable member of the DPS Group to assume (or, as applicable, retain) control of each of the Beverages Litigation Matters, and DPS shall use its reasonable best efforts to have a member of the DPS Group substituted for any member of the Cadbury plc Group named as a defendant in any such Beverages Litigation Matters; provided , however , that no member of the DPS Group shall be required to make any such effort if the removal of any member of the Cadbury plc Group would jeopardize insurance coverage or rights to indemnification from third parties applicable to such Beverages Litigation Matters.

(b) Except as provided in Section 8.10(a) , after the Distribution Date, the Parties hereto agree that with respect to all Actions commenced against any member of the Cadbury plc Group, any member of the DPS Group or members of both Groups relating to events that take place before, on or after the Distribution Date, such demands, claims or Actions shall be controlled by:

(i) A member of the Cadbury plc Group, if such Action relates solely to the Cadbury plc Assets, Cadbury plc Liabilities or Cadbury plc Business (as the Cadbury plc Business is conducted after the Distribution Date) (a “ Future Cadbury plc Litigation Matter ”), and CS shall use its reasonable best efforts to have a member of the Cadbury

plc Group substituted for any member of the DPS Group which may be named as a defendant in such Future Cadbury plc Litigation Matter; provided , however , that no member of the Cadbury plc Group shall be required to make any such effort if the removal of any member of the DPS Group would jeopardize insurance coverage or rights to indemnification from third parties applicable to such Future Cadbury plc Litigation Matter;

(ii) A member of the DPS Group, if such claim, demand or Action relates solely to the Beverages Assets, Beverages Liabilities or Beverages Business (as the Beverages Business is conducted after the Distribution Date) (a “ Future Beverages Litigation Matter ”), and DPS shall use its reasonable best efforts to have a member of the DPS Group substituted for any member of the Cadbury plc Group which may be named as a defendant in such Future Beverages Litigation Matter; provided , however , that no member of the DPS Group shall not be required to make any such effort if the removal of any member of the Cadbury plc Group would jeopardize insurance coverage or rights to indemnification from third parties applicable to such Future Beverages Litigation Matter; and

(iii) Except as provided in subparagraphs (i) or (ii) above, or as may be otherwise agreed by DPS and CS, a member of each of the DPS Group and the Cadbury plc Group jointly if (A) members of both Groups jointly operate or operated at the relevant time the Business to which such Action relates or such Action relates to both the Cadbury plc Assets, Cadbury plc Liabilities or Cadbury plc Business and the Beverages Assets, Beverages Liabilities or Beverages Business, (B) an Action arises from or relates to any Disclosure Document or any other document filed with any Governmental Authority (including the SEC or the FSA) at or prior to the Distribution Date by CS, Cadbury plc or DPS in connection with the Distribution, (C) an Action is brought by or on behalf of the current or former stockholders of CS, Cadbury plc or DPS and relates to any filing by CS, Cadbury plc or DPS with the SEC or the FSA other than those described in clause (B), (D) an Action is brought by any person against CS, Cadbury plc or DPS with respect to the Distribution, (the matters in clauses (A) through (D) being “ Future Joint Litigation Matters ”); provided , however , that no member of either Group may settle a Future Joint Litigation Matter without the prior written consent of the members of the other Group named or involved in such Future Joint Litigation Matter, which consent shall not be unreasonably withheld or delayed; provided further that either party may settle a Future Joint Litigation matter if such settlement is for money only and provides a full release from any liability under such Future Joint Litigation Matter for the other party and, as applicable, the members of the other party’s Group.

(c) Claims Against Third Parties. Actions by any member of either Group against third parties, and any proceeds or other benefits that may be received as a result of such Actions and any Liabilities arising out of or resulting from such Actions, that are (i) listed in Schedule 8.10(c)(i) or that relate to the Cadbury plc Business and not to the Beverages Business shall be the property of the applicable member of the Cadbury plc Group (“ Cadbury plc Claims ”), (ii) listed in Schedule 8.10(c)(ii) or that relate to the Beverages Business and not to the Cadbury plc Business shall be the property of the applicable member of the DPS Group (“ Beverages Claims ”), and (iii) listed in Schedule 8.10(c)(iii) or that relate to both the Cadbury

plc Business and the Beverages Business shall be the property of, and shall be shared by, CS and DPS in proportion to their respective interests (“ Joint Cadbury plc and Beverages Claims ”).

(d) Retention of Counsel. The parties hereto agree that attorneys who have worked for any member of the Cadbury plc Group or any member of the DPS Group prior to the Distribution Date are not conflicted from representing any members of the Cadbury plc Group or the DPS Group, except to the extent such representation is adverse to a member of the other Group.

(e) Notice to Third Parties; Service of Process; Cooperation.

(i) To the extent necessary, to effectuate the provisions in this Agreement, CS and DPS shall cause the members of their respective Groups to promptly notify their respective agents for service of process and all other necessary parties, including plaintiffs and courts and shall provide instructions for proper service of legal process and other documents.

(ii) Each Party shall, and shall cause the members of its respective Groups to, attempt in good faith to not accept service on behalf of any member of the other Party’s Group, and shall, and shall cause the members of their respective Groups to, use their reasonable best efforts to deliver to each other any legal process or other documents incorrectly delivered to them or their agents as soon as possible following receipt.

(f) Nothing in this Section 8.10 shall effect in any way the indemnification provisions in ARTICLE VII or the allocation of Liabilities between the Parties under this Agreement.

ARTICLE IX

INSURANCE

Section 9.01 Policies and Rights Included Within Assets . The Beverages Assets shall include (i) any and all rights of an insured Party under each of the Beverages Shared Policies, subject to the terms of such Beverages Shared Policies and any limitations or obligations of DPS contemplated by this ARTICLE IX , specifically including rights of indemnity and the right to be defended by or at the expense of the insurer, with respect to all alleged wrongful acts, claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses incurred or claimed to have been incurred prior to the Distribution Date by any Party in connection with the conduct of the Beverages Business or, to the extent any claim is made against DPS or any of its Subsidiaries or conduct of the Cadbury plc Business, and which alleged wrongful acts, claims, suits, actions, proceedings, injuries, losses, liabilities, damages and expenses may arise out of an insured or insurable event, occurrence or wrongful act under one or more of such Beverages Shared Policies; provided , however , that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Beverages Shared Policies, or any of them, to DPS, and (ii) the Beverages Policies.

Section 9.02 Administration; Other Matters .

(a) Administration. Except as otherwise provided in Section 9.02 hereof, from and after the Demerger Effective Time, CS shall be responsible for (i) Insurance Administration of the Shared Policies; and (ii) Claims Administration under such Shared Policies with respect to Cadbury plc Liabilities and (iii) reasonable oversight of Claims Administration by DPS under such Shared Policies with respect to Beverages Liabilities; provided that the retention of such responsibilities by CS is in no way intended to limit, inhibit or preclude any right to insurance coverage for any Shared Policy Insured Claim of a named insured under such Policies as contemplated by the terms of this Agreement; provided further that CS’ retention of the administrative responsibilities for the Shared Policies shall not relieve the Party submitting any Shared Policy Insured Claim of the primary responsibility for reporting such Shared Policy Insured Claim accurately, completely and in a timely manner or of such Party’s authority to settle any such Shared Policy Insured Claim within any period permitted or required by the relevant Policy. CS may discharge its administrative responsibilities under this Section 9.02 by contracting for the provision of services by independent parties. Each of the applicable Parties shall pay any costs relating to defending its respective Shared Policy Insured Claims under Shared Policies to the extent such costs including defense, out-of-pocket expenses, and direct and indirect costs of employees or agents of CS related to Claims Administration and Insurance Administration are not covered under such Policies.

(b) Claims Under Shared Policies. Where Beverages Liabilities are specifically covered under the same Shared Policy for periods prior to the Distribution Date, or where such Shared Policies cover claims made after the Distribution Date with respect to an occurrence or wrongful act prior to the Distribution Date, then from and after the Distribution Date, DPS may claim coverage for Shared Policy Insured Claims under such Shared Policy as and to the extent that such insurance is available up to the full extent of the applicable limits of liability of such Shared Policy (and may receive any Insurance Proceeds with respect thereto as contemplated by Section 9.02(c) hereof), subject to the terms of this Section 9.02 . Except as set forth in this Section 9.02 , no member of the Cadbury plc Group or the DPS Group, as applicable, shall be liable to a member of the other Party’s Group for claims not reimbursed by insurers for any reason not within the control of a member of the Cadbury plc Group or the DPS Group, as the case may be, including coinsurance provisions, deductibles, quota share deductibles, self-insured retentions, bankruptcy or insolvency of an insurance carrier, Shared Policy limitations or restrictions, any coverage disputes, any failure to timely claim by a member of the Cadbury plc Group or the DPS Group or any defect in such claim or its processing. It is expressly understood that the foregoing shall not limit any Party’s liability to the other Party for indemnification pursuant to ARTICLE VII .

(c) Allocation of Insurance Proceeds. Except as otherwise provided in Section 9.02 , Insurance Proceeds received with respect to claims, costs and expenses under the Shared Policies shall be paid to or on behalf of CS, which shall thereafter administer the Shared Policies by paying the Insurance Proceeds, as appropriate, to CS with respect to Cadbury plc Liabilities and to DPS with respect to Beverages Liabilities, net of the reasonable, documented out-of-pocket costs incurred by CS in administering the applicable claim (it being understood that such costs shall fairly reflect the costs to CS of providing such administrative services, including the costs incurred by CS in respects of any increased premiums resulting from any such claims on such Shared Policy and a reasonable allocation for salary, wages, benefits, Taxes and other expenses directly attributable thereto and without any markup for profit). CS will provide documentation of any reasonable out-of-pocket costs incurred at the time of payment of the allocable portions of the indemnity costs and Insurance Proceeds to DPS. Payment

of the allocable portions of indemnity costs of Insurance Proceeds resulting from such Policies will be made by CS to the appropriate Party upon receipt from the insurance carrier. Each Party agrees to obtain for itself and each member of its Group insurance policies (in forms and amounts determined by that Party), which shall be effective as of the Distribution Date, to cover any Cadbury plc Liabilities or Beverages Liabilities, as applicable, that exceed the Insurance Proceeds available from such Shared Policies. Each of the Parties agrees to use commercially reasonable efforts to maximize available coverage under those Shared Policies applicable to it, and to take all commercially reasonable steps to recover from all other responsible parties in respect of an Shared Policy Insured Claim to the extent coverage limits under a Shared Policy have been exceeded or would be exceeded as a result of such Shared Policy Insured Claim (it being understood that the obligation to use commercially reasonable efforts to recover from all other responsible parties in respect of a Shared Policy Insured Claim shall not require any Party to commence any litigation proceedings against any such other responsible party).

Section 9.03 Agreement for Waiver of Conflict and Shared Defense . In the event that Shared Policy Insured Claims of both Parties exist relating to the same occurrence, the Parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this ARTICLE IX shall be construed to limit or otherwise alter in any way the obligations of the Parties to this Agreement, including those created by this Agreement, by operation of Law or otherwise.

ARTICLE X

DISPUTE RESOLUTION

Section 10.01 Disputes . Except as otherwise specifically provided in any Ancillary Agreement or Continuing Arrangement (the terms of which, to the extent so provided therein, shall govern the resolution of disputes, controversies or claims that are the subject of such Ancillary Agreement or Continuing Arrangement), the procedures for discussion, negotiation and arbitration set forth in this ARTICLE X shall apply to all disputes, controversies or claims (whether arising in contract, tort or otherwise) that may arise out of or relate to, or arise under or in connection with, this Agreement or any Ancillary Agreement or Continuing Arrangement, or the transactions contemplated hereby or thereby (including all actions taken in furtherance of the transactions contemplated hereby or thereby on or prior to the Demerger Effective Time), between or among any member of the Cadbury plc Group, on the one hand, and any member of the DPS Group, on the other hand (collectively, “ Agreement Disputes ”).

Section 10.02 Dispute Resolution .

(a) CS and DPS will use their respective commercially reasonable efforts to resolve expeditiously any Agreement Dispute on a mutually acceptable negotiated basis. In furtherance of the foregoing, any member of the DPS Group or the Cadbury plc Group involved in an Agreement Dispute may deliver a notice (an “ Escalation Notice ”) demanding an in-person meeting involving senior level management representatives of Cadbury plc and DPS (or, if CS and DPS agree, of the appropriate strategic business unit or division within each such entity). A copy of any such Escalation Notice shall be given to the Chief Legal Officer of each of Cadbury

plc and DPS (which copy shall state that it is an Escalation Notice pursuant to this Section 10.02 ). Any agenda, location or procedures for such discussions or negotiations between CS and DPS may be established by CS and DPS from time to time; provided , however , that the representatives of Cadbury plc and DPS shall use their reasonable efforts to meet within 30 days of the Escalation Notice.

(b) If the senior level management representatives of Cadbury plc and DPS are not able to resolve the Agreement Dispute within 30 days after the date of receipt of the Escalation Notice (or such shorter time as is necessary to avoid immediate irreparable injury), then the Agreement Dispute shall be submitted to the chief executive officers of both Cadbury plc and DPS.

(c) If CS and DPS are not able to resolve the Agreement Dispute through the processes set forth in subsections (a) and (b) of this Section 10.02 within 60 days after the date of the Escalation Notice, such Agreement Dispute shall be determined, at the request of either CS or DPS by arbitration, which shall be conducted (i) by three arbitrators, consisting of one arbitrator appointed by CS, one arbitrator appointed by DPS and a third arbitrator appointed by the two arbitrators appointed by CS and DPS or, if the arbitrators appointed by CS and DPS cannot agree on a third arbitrator, the third arbitrator shall be appointed by the chief executive officers of both CS and DPS, and (ii) in accordance with the Commercial Rules of the American Arbitration Association (except with respect to the selection of arbitrators) in effect at the time of filing of the demand for arbitration.

(d) The decision of the arbitrators (which, notwithstanding any other provision of this Agreement to the contrary, may include an order to specifically perform any provision of this Agreement) shall be final and binding upon the Parties hereto, and the expense of the arbitration (including the award of attorneys’ fees to the prevailing party) shall be paid as the arbitrators determine. The decision of the arbitrators shall be executory, and judgment thereon may be entered by any court of competent jurisdiction. The seat of the arbitration shall be New York, New York.

(e) The existence of, and any discussions, negotiations, arbitrations or other proceedings relating to, any Agreement Dispute shall be considered by each Party hereto as Confidential Information until such time as a judgment thereon is entered in a court of competent jurisdiction.

(f) Notwithstanding anything contained in this Agreement to the contrary, no member of the DPS Group and no member of the Cadbury plc Group shall have the right to institute judicial proceedings against the other Party or any Person acting by, through or under such other Party, in order to enforce the instituting Party’s rights hereunder, except that any such member shall be permitted to seek an injunction in aid of arbitration with respect to an Agreement Dispute to preserve the status quo during the pendency of any arbitration proceeding pursuant to paragraph (c) of this Section 10.02 . All judicial proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any New York state or federal court sitting in the Borough of Manhattan in The City of New York.

Section 10.03 Continuity of Service and Performance . Unless otherwise agreed in writing, the Parties will continue to provide service and honor all other commitments under this Agreement and each Ancillary Agreement during the course of dispute resolution pursuant to the provisions of this ARTICLE X with respect to all matters not subject to such Agreement Dispute.

ARTICLE XI

TERMINATION

Section 11.01 Termination . This Agreement may be terminated and the Distribution may be abandoned at any time prior to the Distribution Date by and in the sole discretion of CS.

Section 11.02 Effect of Termination . In the event of termination of this Agreement in accordance with Section 11.01 , this Agreement shall forthwith become void and there shall be no Liability on the part of either Party hereto.

Section 11.03 Amendment . This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, the Parties hereto or (b) by a waiver in accordance with Section 11.04 .

Section 11.04 Waiver . Either Party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other Party and (b) waive compliance with any of the agreements of the other Party or conditions to such Party’s obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of either Party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

ARTICLE XII

MISCELLANEOUS

Section 12.01 Limitation of Liability . IN NO EVENT SHALL ANY MEMBER OF THE CADBURY PLC GROUP OR THE DPS GROUP BE LIABLE TO ANY MEMBER OF THE DPS GROUP OR THE CADBURY PLC GROUP, RESPECTIVELY, FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED , HOWEVER , THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EACH PARTY’S

INDEMNIFICATION OBLIGATIONS FOR LIABILITIES TO THIRD PARTIES AS SET FORTH IN ARTICLE VII .

Section 12.02 Expenses . Notwithstanding anything in this Agreement or in any Ancillary Agreement to the contrary, all DPS Transaction Costs shall be borne by DPS and all Transaction Costs shall be borne by CS.

Section 12.03 Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by facsimile or registered or certified mail (postage prepaid, return receipt requested) to the respective Parties hereto at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 12.03 ):

	(a)		if to Cadbury plc or CS:

			Cadbury plc 25 Berkeley Square London W1J 6HB Facsimile: 44-20-7830-5015 Attention: Henry Udow, Esq. Chief Legal Officer

			with a copies to:

			Shearman & Sterling LLP 599 Lexington Avenue New York, NY 10022-6069 Telecopy: (212) 848-7179 Attention: Creighton O’M. Condon, Esq. Scott Petepiece, Esq.

			and

			Slaughter and May One Bunhill Row London EC1Y 8YY Facsimile: 44-20-7090-5000 Attention: Tim Boxell

	(b)		if to DPS:

			5301 Legacy Drive Plano, TX 75024 Facsimile: (972) 673-8130 Attention: James L. Baldwin, Jr. General Counsel

Section 12.04 Public Announcements . Following the Demerger Effective Time, neither Party to this Agreement shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other Party unless otherwise required by Law or applicable stock exchange regulation, and the Parties to this Agreement shall cooperate as to the timing and contents of any such press release or public announcement. The Parties shall use commercially reasonable efforts to agree on the timing and content of any announcement or communication relating to the financial results and/or results of operations of the quarters ending March 31, 2008 and June 30, 2008 for DPS and the period ending June 30, 2008 for Cadbury plc.

Section 12.05 Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to either Party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

Section 12.06 Entire Agreement . This Agreement, the Ancillary Agreements and the Transfer Documents constitute the entire agreement of the Parties hereto and their Affiliates with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, between the Parties hereto with respect to the subject matter hereof and thereof.

Section 12.07 Assignment . This Agreement may not be assigned by a Party hereto without the consent of the other Party hereto; provided that a merger shall not be deemed to be an assignment under this Agreement; and provided further , that any Party may assign this Agreement or any of its rights and obligations hereunder to one or more Affiliates of such Party without the consent of the other Party provided that no such assignment shall relieve the assignor of any of its obligations hereunder.

Section 12.08 Parties in Interest . This Agreement shall be binding upon and inure solely to the benefit of the Parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied (including the provisions of ARTICLE VII relating to indemnified parties), is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 12.09 Currency . Unless otherwise specified in this Agreement, all references to currency, monetary values and dollars set forth herein means United States dollars and all payments hereunder shall be made in United States dollars unless otherwise mutually agreed upon by the Parties.

Section 12.10 Tax Matters . Except as otherwise specifically provided herein, this Agreement (including ARTICLE VII (other than Section 7.06 )) shall not govern Tax matters,

which shall be governed by the Tax Sharing Agreement.

Section 12.11 Employee Matters . Except as otherwise provided herein and not inconsistent with the Employee Matters Agreement, this Agreement shall not govern any employee matters, which shall be exclusively governed by the Employee Matters Agreement.

Section 12.12 Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 12.13 Waiver of Jury Trial . EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.13 .

Section 12.14 Survival of Covenants . Except as expressly set forth in any Ancillary Agreement, the covenants and agreements contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein or therein, shall survive the Distribution Date and shall remain in full force and effect.

Section 12.15 Counterparts . This Agreement may be executed and delivered (including by facsimile transmission or portable document format (“ .pdf ”)) in counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

[ Remainder of page intentionally left blank ]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.


	CADBURY SCHWEPPES PLC
	By
		Name:
		Title:

	DR PEPPER SNAPPLE GROUP, INC.
	By
		Name:
		Title:

	CADBURY PLC, solely for the purposes of Sections 4.01(a) and (b) and Section 5.03
	By:
		Name:
		Title:

Exhibit 10.1

FORM OF TRANSITION SERVICES AGREEMENT

This Transition Services Agreement (“ Agreement ”) is entered into this [ ] day of [ ], 2008, between Cadbury Schweppes plc, a United Kingdom public limited company (“ Cadbury ”), and Dr Pepper Snapple Group, Inc., a Delaware corporation (“ DPS ”).

RECITALS

WHEREAS, the board of directors of Cadbury has determined that it is in the best interests of Cadbury and its shareholders to separate Cadbury into two separate, publicly traded companies, which shall operate the Cadbury plc Business and the Beverages Business, respectively (the “ Separation ”); and

WHEREAS, Cadbury plc, a United Kingdom public limited company, and DPS have entered into a Separation and Distribution Agreement (the “ Separation Agreement ”), dated as of [ ], 2008, which sets forth, among other things, the assets, liabilities, rights and obligations of each of the parties thereto following the Separation; and

WHEREAS, in connection with the Separation, Cadbury will continue to provide, or cause to be provided, to DPS, and DPS will continue to provide, or cause to be provided, to Cadbury, certain services for a limited period of time after the Separation pursuant to this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the signatories covenant and agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.1. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Separation Agreement. The following terms used herein shall have the following meanings:

“ Affiliate ” shall have the meaning set forth in the Separation Agreement and for purposes of this Agreement, shall refer to Cadbury’s Affiliates or DPS’ Affiliates, as the case may be, post-Separation.

“ Cadbury Providing Party ” shall have the meaning set forth in Section 5.2.

“ Cadbury Receiving Party ” shall have the meaning set forth in Section 5.6.

“ Cadbury Services ” shall have the meaning set forth in Section 2.1.

“ Confidential Information ” shall have the meaning set forth in Section 2.5(a).

“ Consents ” shall have the meaning set forth in Section 2.3.

“ Disclosing Party ” shall have the meaning set forth in Section 2.5(a).

“ DPS Providing Party” shall have the meaning set forth in Section 5.5.

“ DPS Receiving Party ” shall have the meaning set forth in Section 5.3.

“ DPS Services ” shall have the meaning set forth in Section 2.2.

“ Force Majeure Event ” shall have the meaning set forth in Section 9.1.

“ Incoming Service Fee ” shall have the meaning set forth in Section 4.1.

“ Indemnified Party ” shall have the meaning set forth in Section 7.3.

“ Indemnifying Party ” shall have the meaning set forth in Section 7.3.

“ Outgoing Service Fee ” shall have the meaning set forth in Section 4.1.

“ Providing Party ” shall have the meaning set forth in Section 3.2.

“ Receiving Party ” shall have the meaning set forth in Section 3.2.

“ Recipient ” shall have the meaning set forth in Section 2.5(a).

“ Representatives ” shall have the meaning set forth in Section 2.5(a).

“ SAS ” shall have the meaning set forth in Section 5.3.

“ Senior Managers ” shall mean the individuals appointed by the Chief Legal Officers of each party hereto.

“ Services ” shall have the meaning set forth in Section 2.2.

“ Transition Representative ” shall mean Thomas Whitten, in the case of Cadbury, and Angie Wallander, in the case of DPS, or their respective replacements or designees.

“ VAT ” shall have the meaning set forth in Section 4.1(c).

ARTICLE 2

DESCRIPTION OF SERVICES; STANDARD OF PERFORMANCE

Section 2.1. On the terms and subject to the conditions contained herein, Cadbury shall provide, or cause to be provided, to DPS and its Affiliates the services identified in Schedule A hereto, as such Schedule A may be from time to time supplemented or modified in accordance with the provisions of this Agreement (the “ Cadbury Services ”).

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Section 2.2. On the terms and subject to the conditions contained herein, DPS shall provide, or cause to be provided, to Cadbury and its Affiliates the services identified in Schedule B hereto, as such Schedule B may be from time to time supplemented or modified in accordance with the provisions of this Agreement (the “ DPS Services ”, and together with Cadbury Services, the “ Services ”).

Section 2.3. Each party shall, and shall cause its respective Affiliates to, provide the Services in a commercially reasonable manner and with reasonable skill and care. Notwithstanding the foregoing, the standard of care for provision of the Services shall in all material respects be no less than the level of care, skill and quality as are currently being provided to and by such party and its Affiliates and have been provided in the preceding twelve months, provided that, in the case where the Services are not currently being provided, each party shall provide the Services in a commercially reasonable manner and with reasonable skill and care. The relevant measurement of performance of the Services shall be the measurement metrics, if any, currently used by DPS and its Affiliates or by Cadbury and its Affiliates, as the case may be. Cadbury and DPS shall, and shall cause each of its Affiliates that is a Providing Party to, use commercially reasonable efforts to cooperate with each other in all matters relating to the provision of the Services. With respect to actions taken by the Receiving Party in connection with the Services received, the Receiving Party shall use the Services in a commercially reasonable manner in compliance with all applicable Laws. The Providing Party hereby grants the Receiving Party a license under all of its Intellectual Property used in the performance of Services solely to the extent required for the Receiving Party to receive the Services hereunder.

Section 2.4. Cadbury and DPS shall each use its (and shall cause its applicable Affiliates to use their) reasonable best efforts to obtain all required consents, licenses or approvals necessary to perform the Services (the “ Consents ”) (that have not already been procured prior to the Distribution Date) as soon as reasonably practicable following the date hereof; provided that, each party shall notify the other in writing of any terms to which a proposed Consent is to be subject and shall use its reasonable best efforts to agree with the relevant third party any reasonable amendments to a proposed Consent requested by Cadbury or DPS, as the case may be. If the parties are unable to obtain any required Consents, the parties shall negotiate in good faith reasonable modifications of the Services so that such Consents are not required.

Section 2.5. (a) Each party recognizes that in the performance of its obligations under this Agreement, or as a result of the parties’ ongoing relationship pursuant to this Agreement, non-public, confidential and/or proprietary information (“ Confidential Information ”) belonging or relating to the other party or its Affiliates (each, a “ Disclosing Party ”), including Confidential Information regarding the Services may be disclosed or become known to the other party or its Affiliates or its officers, directors, controlling persons, employees, lenders, agents, representatives, accountants and counsel (collectively, “ Representatives ”) (each, a “ Recipient ”). Each party acknowledges that all Confidential Information disclosed in connection with the provision of Services remains the property of the Disclosing Party. Unless otherwise expressed in writing to the other party, information, including any information expressed orally, that is exchanged between the parties or their respective Affiliates in connection with the performance of their respective obligations under this Agreement shall be

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presumed to be Confidential Information. Each party shall, and shall cause its Affiliates and Representatives to, keep the Disclosing Party’s Confidential Information confidential and take such precautions with respect to the Disclosing Party’s Confidential Information as it normally takes with its own non-public, confidential and/or proprietary information, which shall be no less than a reasonable standard of care under the circumstances. This obligation shall not apply to:

(i) information that, at the time of disclosure, is in the public domain or generally known in the industry, other than as a result of a breach by the other party or its Affiliates or Representatives of any of the provisions of this Agreement or of any other duty of confidentiality owed to the other party or its Recipients;

(ii) information that, after disclosure to the Recipient hereunder, is published or otherwise becomes part of the public domain or generally known in the industry through no fault of the party (or such party’s Recipients) to whom the information was disclosed;

(iii) information that a party can demonstrate through its records was in its lawful possession or the lawful possession of a Recipient at the time such party received such information (except for Confidential Information regarding DPS or its Affiliates in Cadbury’s possession or Confidential Information regarding Cadbury or its Affiliates in the possession of Representatives that are transferred to DPS or its Affiliates, each of which shall continue to be confidential); and

(iv) information that may be received by a Recipient in good faith from a source other than the Disclosing Party, which source either has no duty of confidentiality to such other party or, if such source does have a duty of confidentiality, the Recipient of such Confidential Information was unaware of or had no reasonable basis for knowing thereof (provided that, if a Recipient later becomes aware or reasonably should know of such duty, this exception shall no longer apply).

(b) Each party shall inform any and all of its Recipients that receive Confidential Information of a Disclosing Party of the confidential and proprietary nature of such Confidential Information and shall inform such Recipients that such Confidential Information is to be kept strictly proprietary and confidential pursuant to the terms of this Agreement. Each party shall explain to each such Recipient his or her responsibilities and obligations under this Section 2.5, and shall establish commercially reasonable procedures to ensure that the Confidential Information is properly protected and monitored for purposes of adhering to the terms of this Section 2.5. Except to the extent otherwise specifically provided in this Section 2.5, the Confidential Information will be kept confidential by each party and its Recipients. Each party agrees to be responsible for any breach of this Section 2.5 by any of its Recipients.

(c) Each party and its Recipients shall maintain, however, the right to disclose the Confidential Information of a Disclosing Party if required to do so by Law, subpoena or other legal process, provided that, in the case of any such potential disclosure pursuant to this Section 2.5(c), the Recipient shall provide the Disclosing Party with prompt notice of such requirement and shall use its reasonable best efforts to keep and assist the Disclosing Party in keeping it confidential by all appropriate means, and shall, to the extent reasonably practical, afford the

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Disclosing Party the opportunity to contest the disclosure obligation and cooperate with any Recipients in seeking any such protective order or other appropriate legal remedy, in each case, at the Disclosing Party’s request and expense. If a Recipient finds it necessary to disclose any Confidential Information, such Person will disclose only that portion of the Confidential Information that it is advised in writing by counsel is legally required to be disclosed and will use its reasonable best efforts, at the Disclosing Party’s request and expense, to ensure that all Confidential Information so disclosed will be accorded confidential treatment.

(d) Upon termination of this Agreement for any reason, no Recipient shall disclose nor make any further use of a Disclosing Party’s Confidential Information and upon written request shall immediately return or destroy all such Confidential Information as shall be in written or other tangible form (including all copies thereof), provided , however , that each party shall be entitled to retain one record copy in its legal department, to be held in strict confidence, subject to the above exceptions; and provided , further , that if such Confidential Information is destroyed, upon written request, shall certify the same to the Disclosing Party.

(e) The parties acknowledge that in the event of any breach or threatened breach of this Agreement pertaining to Confidential Information, the non-breaching party will not have an adequate remedy at law and may suffer irreparable injury as a result of any such breach. Therefore, in the event of any such breach or threatened breach, the non-breaching party shall, in addition to any other remedies available at law or in equity, be entitled to specific performance, without posting bond or other security.

Section 2.6. The Transition Representatives shall meet regularly in person, telephonically, or as they otherwise agree at least monthly for the first year following the date hereof, to discuss any issues arising under this Agreement and the need for any modifications or additions hereto.

Section 2.7. Subject to Section 2.8, except with respect to any services of the type described on Schedule D, if either party can demonstrate that, by virtue of the transactions contemplated by the Separation Agreement, either party requires a service not currently provided for under this Agreement that was provided by or to a member of the Cadbury and its Affiliates by or to DPS and its Affiliates, as the case may be, in the twenty-four (24) month period prior to the Distribution Date, the parties shall cooperate and endeavor in good faith to modify and supplement the schedules to this Agreement (including any other attachments thereto, if any) to accurately identify those services, and to specify the manner and term in which such services shall be performed and, as appropriate, to enter into ancillary transition services agreements addressing the provision of certain critical services or the provision of the Services in certain jurisdictions (including price calculated pursuant to Section 4), in order to refine and further effect the understandings set forth in this Agreement. Unless otherwise so agreed, in no event shall any such modification or supplement to the schedules (other than the election by a party to identify a Service which it does not elect to receive and for which service fees shall not be payable) or the execution of any ancillary agreements result in any change in the fees for the Services.

Section 2.8. Where a service that was provided by a third party to Cadbury or its Affiliates (including DPS and its Affiliates) prior to the Distribution Date is not otherwise

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provided for in this Agreement and is reasonably required by DPS or Cadbury to continue DPS’ or Cadbury’s remaining businesses, as applicable, in substantially the same manner as that carried on in the twenty-four month period prior to the Distribution Date, Cadbury or DPS, as applicable, will provide such assistance as is reasonable under the circumstances so as to enable the other party to put in place similar arrangements with such third party.

Section 2.9. Except as otherwise specified in this Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses.

Section 2.10. Subject to Section 2.3 of this Agreement, the Cadbury Providing Party and DPS Providing Party (each, as defined below), as applicable, shall be responsible for selecting and supervising in good faith the personnel who will perform any particular Cadbury Service or DPS Service, respectively, and performing all administrative services with respect to such personnel, including establishing compensation structure and work load balancing.

Section 2.11. Cadbury and DPS shall, or shall cause their respective Affiliates to, make available on a timely basis to the Providing Party all information reasonably requested by such Providing Party to enable it to provide the Services and provide reasonable access to the Providing Party of such party’s premises to the extent necessary for the purpose of providing the Services.

ARTICLE 3

PERIOD OF SERVICES: TERM

Section 3.1. The parties agree that, except as otherwise designated in this Agreement, all services covered by this Agreement shall terminate on the date indicated on Schedule A or Schedule B , as applicable, unless earlier terminated by the Receiving Party upon such prior written notice as set forth on Schedule A or Schedule B , as applicable, or pursuant to Section 3.2(c) of this Agreement or extended by the mutual written agreement of the Providing Party and Receiving Party. This Agreement shall terminate when the terms for all Services have terminated; provided, however, that Sections 2.5, 2.9 and Articles 5, 7, 8 and 9 shall survive any such termination; provided further that Sections 5.4 and 5.7 shall continue for one year only.

Section 3.2. (a) Each party shall, or shall cause its Affiliate that is providing the Services hereunder (a “ Providing Party ”) to, cooperate in a commercially reasonable manner with the party receiving the Services hereunder (a “ Receiving Party ”) to facilitate the transfer of responsibility for the Services to the Receiving Party or its designee. Each party shall use its commercially reasonable efforts to: (i) assume performance of the Services within shorter time periods than those specified on Schedule A or Schedule B , as applicable, and (ii) make or obtain any approvals, permits and licenses and implement such systems as may be necessary for such party to provide the Services independently as soon as reasonably practicable following the Distribution Date.

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(b) As soon as reasonably practicable following the termination of this Agreement or the discontinuation of any Services, the Providing Party shall deliver to the Receiving Party, at the Receiving Party’s expense, copies of any books, records, data and reports reasonably requested by the Receiving Party in connection with such Services. Subject to the requirements of any applicable Laws, each Receiving Party agrees to keep any information it receives pursuant to this Section 3.2(b) that relates to a Disclosing Party confidential in accordance with Section 2.5.

(c) Notwithstanding anything to the contrary in this Agreement, a party may terminate any Service or all Services immediately upon notice to the other party in the event of a material breach of this Agreement by the breaching party that is not cured within thirty (30) days following written notice from the non-breaching party.

ARTICLE 4

COMPENSATION; PAYMENT TERMS

Section 4.1. (a) DPS shall pay to Cadbury a fee for each Service that is provided to DPS and its Affiliates hereunder (collectively, the “ Incoming Service Fee ”) and Cadbury shall pay to DPS a fee for each Service that is provided to Cadbury and its Affiliates hereunder (collectively, the “ Outgoing Service Fee ”). The costs for each Service (the “ Costs ”) shall be the actual direct cost incurred by the Providing Party in performing such Service, calculated as set forth on Schedule C , which shall include a reasonable allocation for overhead salary, wages, benefits, taxes and other expenses attributable thereto (but shall exclude, for the avoidance of doubt, any overhead expenses for branding, marketing and other similar expenses) and without any markup for profit, calculated in a manner consistent with past custom and practice of the Providing Party with respect to such Service (or Cadbury Schweppes SBS, Inc. in the case of the Services which were not historically provided by the Providing Party); provided , however , that such Costs shall be adjusted to reflect any termination or expiration of any Transition Service pursuant to Article 3 of this Agreement.

(b) The Incoming Service Fee and the Outgoing Service Fee shall include all out-of-pocket charges and costs of performing the Services hereunder, including, without limitation, license fees, royalties or provider services fees.

(c) The fees payable by a Receiving Party to a Providing Party shall, in each case, be taken to be exclusive of any value added Taxes, sales Taxes, or similar Taxes (“ VAT ”) properly chargeable in respect of the transactions hereunder, and an amount equal to such Taxes so chargeable shall, subject to receipt of a valid VAT receipt or invoice in accordance with Section 4.1(f) below, be paid by the Receiving Party to the Providing Party in addition to the fees otherwise payable under this Agreement.

(d) In the event that applicable Law requires that any amount in respect of Taxes be withheld from any payment by a Receiving Party to a Providing Party under this Agreement, the Receiving Party shall withhold the required amounts and pay such withheld amounts over to the applicable Governmental Authority in accordance with the requirements of the applicable Law, and any amount so withheld and paid over shall be treated as having been paid to the

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Providing Party, and the Receiving Party shall not be required to pay any additional amount as a result of or in respect of such withholding.

(e) In each case where an amount in respect of VAT is payable by the Receiving Party in respect of a service provided by the Providing Party, DPS or Cadbury (as the case may be) shall ensure that the Providing Party shall furnish in a timely manner a valid VAT receipt or invoice to the Receiving Party in the form and manner required by Law to allow the Receiving Party or, as the case may be, any of its affiliates to recover such Tax to the extent allowable by Law.

(f) Except in the event the Receiving Party disputes a charge, the Receiving Party shall pay, or cause payment to be made to, the Providing Party, within 30 days of receipt of a reasonably detailed written invoice from the Providing Party, for the Cost of each Service rendered hereunder, which invoice shall be delivered by the Providing Party to Cadbury or DPS, as applicable, by the 30th day of each month for the Services provided during the preceding month. Payments shall be made by wire transfer to an account designated in writing from time to time by Cadbury or DPS, as applicable.

ARTICLE 5

ACCESS TO RECORDS

Section 5.1. During the term of this Agreement, each party shall, for the lesser of a period of seven years after the Distribution Date or a period specified by such party’s record retention policies, retain the books and records of each party and their respective Affiliates relating to the Services provided hereunder in accordance with the record retention policies of such party; provided , however , that each party shall notify the other party at least 60 days in advance of destroying any such books and records in order to provide the other party the opportunity to access such books and records and if the other party fails to request that such books and records be delivered to them at the requesting party’s expense, within 60 days after receipt of such notice, each party may destroy such books and records.

Section 5.2. Subject to Section 2.5 above, Cadbury shall provide, or cause to be provided, to DPS and its Representatives reasonable access to the books, records (including, but not limited to, records and documentation referred to in Section 5.1), premises, systems and personnel of each Providing Party of Cadbury (a “ Cadbury Providing Party ”) to permit DPS to audit Cadbury’s or a Cadbury Providing Party’s compliance with this Agreement, provided that this right of access is exercised with reasonable prior notice and DPS uses its reasonable efforts to cause as little disruption as is reasonably possible to the performance of the Services and Cadbury Providing Party’s other businesses, provided further that DPS may only undertake two such audits per calendar year.

Section 5.3. In addition to the rights set out in Section 5.2, Cadbury shall comply and shall cause each Cadbury Providing Party to comply with any reasonable request of DPS, including any review in accordance with the Statement of Auditing Standards No. 70 (Type 11) (the “ SAS ”), of any third party service provider of Cadbury for information relating to the Services that may be required by DPS or any Receiving Party of DPS (a “ DPS Receiving

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Party ”) to enable them to comply with the Sarbanes-Oxley Act of 2002 (and any resultant, similar or replacement legislation, rules or guidance).

Section 5.4. If, based upon any audit performed in accordance with Sections 5.2 or 5.3, there has been either an overcharge or undercharge for the costs of the Services, then Cadbury Providing Party or DPS, as the case may be, will promptly reimburse or pay to the other Party such difference. All the costs of any audit conducted under Sections 5.2 or 5.3 shall be borne by DPS.

Section 5.5. Subject to Section 2.5 above, DPS shall provide, or cause to be provided, to Cadbury and its Representatives reasonable access to the books, records (including, but not limited to, records and documentation referred to in Section 5.1), premises, systems and personnel of the Providing Party of DPS (the “ DPS Providing Party ”) to permit Cadbury to audit DPS’ or a DPS Providing Party’s compliance with this Agreement, provided that this right of access is exercised with reasonable prior notice and Cadbury uses its reasonable efforts to cause as little disruption as is reasonably possible to the performance of the Services and DPS Providing Party’s other businesses, provided further that Cadbury may only undertake two such audits per calendar year.

Section 5.6. In addition to the rights set out in Section 5.5, DPS shall comply and shall cause each relevant DPS Providing Party to comply with any reasonable request of Cadbury, including any review in accordance with the SAS, of any third party service provider of DPS for information relating to the Services that may be required by Cadbury or any Receiving Party of Cadbury (a “ Cadbury Receiving Party ”) to enable them to comply with the Sarbanes-Oxley Act of 2002 (and any resultant, similar or replacement legislation, rules or guidance).

Section 5.7. If, based upon any audit performed in accordance with Sections 5.5 or 5.6, there has been either an overcharge or undercharge for the costs of the Services, then DPS Providing Party or Cadbury, as the case may be, will promptly reimburse or pay to the other Party such difference. All the costs of any audit conducted under Sections 5.5 and 5.6 shall be borne by Cadbury.

ARTICLE 6

ASSIGNMENT

Section 6.1. Except as otherwise provided in this Article 6, neither party shall assign its rights or obligations under this Agreement, or any part hereof, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Either party may, at its election, assign its rights and corresponding obligations under this Agreement in whole or in one or more parts to any one or more of its Affiliates so long as such assigning party agrees to remain fully obligated for the performance of the terms and provisions of this Agreement as they relate to the Services being assigned.

Section 6.2. Notwithstanding anything to the contrary in this Agreement, a party shall be entitled to assign its rights and/or obligations under this Agreement in whole or in

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part to an unrelated party in one or more locations in connection with the sale, transfer or other disposal by it or any of its Affiliates of its business or operations that receives and/or provides the Services under this Agreement in such location and this Agreement shall thereafter be read and construed as if it were a separate and independent contract between the unrelated party and the party hereto as regarding the services and facilities to be received and/or provided under this Agreement in such locations. Notwithstanding the foregoing, in the event a party assigns its rights and/or obligations hereunder upon a sale or transfer to an unrelated party as set forth above, (a) such transferor shall be entitled to continue to receive the Services (other than the Services that are the subject of such assignment) from the other party in accordance with the terms of this Agreement following any such assignment, and the other party shall have no right to terminate this Agreement as a result of such assignment, and (b) no such assignment shall relieve the transferor of any obligations hereunder in the event that such transferee fails to perform in any manner or breaches this Agreement.

Section 6.3. Any attempted or purported assignment in violation of this Section 6 shall be null and void ab initio. In the event of a permitted assignment hereunder, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.

ARTICLE 7

LIMITATION ON LIABILITY; THIRD PARTY CLAIMS

Section 7.1. Except with respect to damages included in an award against an Indemnified Party (as defined herein) resulting from a Third Party Claim for which such party is indemnified hereunder, in no event shall either party or its respective Representatives and Affiliates have any liability whether in contract or tort (including negligence and strict liability) or otherwise, at law or equity, for loss of profit, diminution in value, loss of goodwill, claims of customers, or consequential, incidental or punitive damages or other special damages as a result of, provision of or failure to provide the services under the terms of this Agreement. Subject to such other remedies permitted by Section 2.5 above and except as specifically provided in the previous sentence or in the event of bad faith or willful misconduct of such party, the maximum liability of each party and its Representatives and Affiliates to, and the sole remedy of, the other party or its Affiliates or Representatives for any act or failure to act in connection herewith (including but not limited to, the performance or breach of this Agreement) shall be the greater of (i) a refund of price paid for the particular Service, (ii) such other party’s incremental cost of performing the Service itself or (iii) such other party’s incremental cost of obtaining the Service from a third party.

Section 7.2. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT (INCLUDING SECTION 2.3), AND WITHOUT LIMITING ANY REPRESENTATIONS OR WARRANTIES IN THE SEPARATION AGREEMENT, THE PARTIES MAKE NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES, AND NO REPRESENTATION OR WARRANTY SHALL BE IMPLIED UNDER THIS AGREEMENT OR AT LAW, INCLUDING, WITHOUT LIMITATION, RELIABILITY, ACCURACY, SUITABILITY, COMPLETENESS, WARRANTY OF

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MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AS TO THE SERVICES TO BE PERFORMED HEREUNDER.

Section 7.3. Subject to the limitations set forth in Section 7.1, each party (the “ Indemnifying Party ”) agrees that it shall protect, indemnify and hold the other party and its Affiliates and their Representatives (each, the “ Indemnified Party ”) harmless from and against all Indemnifiable Losses and shall defend such party at the Indemnifying Party’s expense (to the extent of any Third Party Claims) in any Action for injuries to or death of any Person or Persons or loss of or damage to the property of any Person or Persons whomsoever (including without limitation the agents and employees of the Indemnified Party) or infringement of any Person’s or Persons’ Intellectual Property arising out of the actions of the Indemnifying Party, or its Representatives, in connection with or as a result of this Agreement or the performance of the Indemnifying Party’s Services, the unauthorized use by the Indemnifying Party of the Services or other obligations hereunder.

Section 7.4. The Indemnified Party shall give the Indemnifying Party prompt notice of any indemnifiable Action asserted against it.

Section 7.5. Except with respect to any Third Party Claims, the receipt by a Receiving Party or its Affiliates of the Services shall be an unqualified acceptance of, and a waiver by, the Receiving Party and its Affiliates of their rights to make any claim (other than based on gross negligence or fraud) with respect to such Services unless the Receiving Party gives written notice of the claim to the Providing Party within the later of (i) sixty (60) days after receipt of the Service by the Receiving Party or its Affiliates or (ii) thirty (30) days after the date on which the Receiving Party became, or should have become, aware of the facts, events, occurrences or circumstances underlying such claim; provided , that, in no event shall the Receiving Party be entitled to give notice of a claim more than one (1) year after receipt of the Service by the Receiving Party or its Affiliates.

ARTICLE 8

DISPUTE RESOLUTION

Section 8.1. Prior to the initiation of formal dispute resolution procedures, the parties shall first attempt to resolve any dispute arising out of or in connection with this Agreement or the transactions contemplated hereby informally, as follows:

(a) The parties shall first attempt in good faith to resolve all disputes on a local level and shall attempt to initiate such efforts within two Business Days after receipt of notice of any such dispute. If the parties are unable to resolve a dispute in an amount of time that either party deems reasonable under the circumstances, such party may refer the dispute for resolution to the Senior Managers pursuant to the provisions of Section 8.1(b).

(b) Within five Business Days of a notice under Section 8.1(a) referring a dispute for resolution by Senior Managers, the Transition Representatives (or other employees of the parties) shall each prepare and provide to the Senior Managers of each party summaries of the relevant information and background of the dispute, along with any appropriate supporting

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documentation. The designated Senior Managers will confer as often as they deem reasonably necessary in order to gather and exchange information, discuss the dispute and negotiate in good faith, in an effort to resolve the dispute without the need for any formal proceedings.

(c) Formal proceedings for the resolution of a dispute pursuant to Section 8.2 may not be initiated until at least ten Business Days after the receipt by a party of a notice under Section 8.1(a) referring a dispute to Senior Managers.

Section 8.2. All disputes arising out of or in connection with this Agreement and the transactions contemplated hereby which cannot be resolved through the procedures described herein or therein shall be finally resolved solely and exclusively by means of arbitration to be conducted in English in the City of New York. The arbitration shall be conducted by a sole arbitrator appointed by agreement of the parties, or failing such agreement, under the Commercial Rules of the American Arbitration Association and the arbitration will proceed under such Rules. The decision of the arbitrator shall be final, conclusive and binding upon the parties, and a judgment upon the award may be obtained and entered in any federal or state court of competent jurisdiction. The parties agree that any arbitration shall be kept confidential and any element of such arbitration (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the arbitral tribunal, the parties, their counsel and any Person necessary to conduct the arbitration, except as may be required in recognition and enforcement proceedings, if any, or in order to satisfy disclosure obligations imposed by any applicable Law. The parties agree to cooperate in providing each other with all discovery, including but not limited to the exchange of documents and depositions of parties and non-parties, reasonably related to the issues in the arbitration. If the parties are unable to agree on any matter relating to such discovery, any such difference shall be determined by the arbitrator. The parties also agree to submit to the non-exclusive personal jurisdiction of the federal and state courts sitting in New York, New York, for the limited purpose of enforcing this arbitration agreement (including, where appropriate, issuing injunctive relief) or any award resulting from arbitration pursuant to this Section 8.2. The parties agree that the arbitration proceeding described in this Section 8.2 is the sole and exclusive manner in which the parties may resolve disputes arising out of or in connection with this Agreement; provided , however , that the parties expressly agree that nothing herein shall prevent the parties from applying to a court having jurisdiction over any of the parties hereto for provisional, injunctive or interim relief to preserve the status quo or otherwise to prevent irreparable harm to a party pending the outcome of arbitration. The prevailing party in any arbitration shall be entitled to attorneys’ fees and costs and the non-prevailing party shall be responsible for all expenses of the arbitration.

Section 8.3. If there is a dispute between the parties, each party shall continue to perform all of their obligations under this Agreement (including the obligations in dispute).

ARTICLE 9

MISCELLANEOUS

Section 9.1. Force Majeure . (a) The obligations of Cadbury or DPS and their respective Affiliates, as the Providing Party, shall be suspended during the period, but only to the

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extent that Cadbury or DPS and their respective Affiliates, as the case may be, is prevented or hindered from complying therewith by any of the following causes beyond its reasonable control: (i) acts of God, (ii) weather, fire or explosion, (iii) war, invasion, riot, domestic insurrection, acts of terrorism or other civil unrest, (iv) national or regional emergency, (v) shortage of adequate power or transportation facilities, or (vi) any other event which is beyond the reasonable control of the Providing Party (each, a “ Force Majeure Event ”). In such event, the Providing Party shall give notice of suspension as soon as reasonably practicable to the other stating the date and extent of such suspension and the cause thereof, and such Providing Party shall resume the performance of such obligations as soon as reasonably practicable after the removal of the cause.

(b) During the duration of a Force Majeure Event, the affected party shall use commercially reasonable efforts to avoid, mitigate, remedy or remove such Force Majeure Event (including the expenditure of reasonable sums), and shall use commercially reasonable efforts to resume its performance under this Agreement with the least practicable delay.

Section 9.2. Independent Contractor . The parties and each of their respective Affiliates shall each be an independent contractor in the performance of its obligations hereunder and not as the agent of the Receiving Party in performing Services, and no employee of a Providing Party performing Services shall be considered an employee of the Receiving Party. No third party, including any employee of any party or any of such party’s Affiliates, shall have or acquire any rights by reason of this Agreement.

Section 9.3. Public Announcement . None of the parties hereto shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the services contemplated hereby or otherwise communicate with any news media without the prior written consent of the other party (unless otherwise required by Law or applicable stock exchange regulation), and the parties hereto shall cooperate as to the timing and contents of any such press release, public announcement or communication.

Section 9.4. Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by facsimile or registered or certified mail (postage prepaid, return receipt requested) to the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 9.4):

if to Cadbury:


Cadbury Schweppes plc 25 Berkeley Square London W1J 6HB
Facsimile:		44-20-7830-5015
Attention:		Henry Udow, Esq.
		Chief Legal Officer

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with a copy to:

Cadbury Adams USA 389 Interpace Parkway Parsippany, NJ 07054
Facsimile:		(973) 909-3976
Attention:		Thomas Whitten

if to DPS:

5301 Legacy Drive, 3 ^rd Floor Plano, TX 75024
Facsimile:		(972) 673-8130
Attention:		James L. Baldwin, Jr.
		General Counsel

with a copy to:

Dr Pepper Snapple Group, Inc. 5301 Legacy Drive Plano, TX 75024
Facsimile:		(972) 673-8130
Attention:		Angie Wallander

Section 9.5. Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the choice of law or conflicts of law principles that would cause the application of the laws of any other jurisdiction.

Section 9.6. Counterparts . This Agreement may be executed and delivered (including by facsimile transmission or portable document format (“.pdf”)) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

Section 9.7. Headings . The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

Section 9.8. Modifications . This Agreement contains the entire understanding and agreement between the parties hereto as to the services being performed hereunder. It may not be amended or modified except by a written instrument executed by the parties hereto.

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Section 9.9. Cumulative Effect . The rights and obligations of the parties under this Agreement shall be cumulative to and not exclusive of the rights and obligations of the parties contained in the Separation Agreement.

Section 9.10. Interpretation . All references in this Agreement to “ Cadbury ” or “ DPS ” or a “ party ” shall be deemed to include such party’s Affiliates unless the context requires otherwise. All references in this Agreement to “services to be supplied” or similar language shall be defined to include “facilities to be provided” unless the context requires otherwise. To the extent that this Agreement purports to impose any obligation on the Affiliates of a party, such party shall cause its Affiliates to fulfill such obligation.

Section 9.11. Insurance . As regards employees, agents or representatives of a Providing Party who shall be performing the Services on or at properties of a Receiving Party, the Receiving Party will be designated as an additional insured under the Providing Party’s liability insurance.

Section 9.12. Amendment . This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, Cadbury and DPS or (b) by a waiver in accordance with Section 9.13.

Section 9.13. Waiver . Either party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered by the other party pursuant hereto or (c) waive compliance with any of the agreements of the other party or conditions to such party’s obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of either party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

Section 9.14. Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to either party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

Section 9.15. No Additional Rights . Except as expressly provided in this Agreement, the parties agree that this Agreement shall not grant to either party any additional rights to the other party’s proprietary information, technology or know-how.

[ Remainder of the page intentionally left blank ]

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IN WITNESS WHEREOF, Cadbury and DPS have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.


	CADBURY SCHWEPPES PLC
	By:
		Name:
		Title:

	DR PEPPER SNAPPLE GROUP, INC.
	By:
		Name:
		Title:

Exhibit 10.3

FORM OF EMPLOYEE MATTERS AGREEMENT

among

CADBURY PLC

CADBURY SCHWEPPES, PLC

and

DR PEPPER SNAPPLE GROUP, INC.

Dated as of [ ], 2008

TABLE OF CONTENTS


		PAGE

ARTICLE 1

SCOPE AND DEFINITIONS

Section 1.01	Scope		4
Section 1.02	Definitions		4
Section 1.03	Interpretation		7

ARTICLE 2

ASSIGNMENT OF EMPLOYEES

Section 2.01	Active Employees		7
Section 2.02	Former Employees		8
Section 2.03	Employment Law Obligations		8
Section 2.04	Employee Records		9

ARTICLE 3

EQUITY COMPENSATION PLANS

ARTICLE 4

EMPLOYEE STOCK PURCHASE PLAN

ARTICLE 5

GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES

Section 5.01	General Principle		11
Section 5.02	Establishment of DPSG Plans		12
Section 5.03	Transfer of Assets and Liabilities		12
Section 5.04	Service Credit		12
Section 5.05	Plan Administration		13

ARTICLE 6

U.S. PENSION PLAN SPIN-OFF

Section 6.01	General Principle		14
Section 6.02	Determination and Transfer of Initial Transfer Amount		14
Section 6.03	Determination of the Final Pension Transfer Amount		15


		PAGE

Section 6.04	True-Up Adjustment		16
Section 6.05	Form and Selection of Assets to be Transferred		16

ARTICLE 7

U.S. 401(K) PLAN

Section 7.01	General Principle		16
Section 7.02	Transfer of Accounts		17
Section 7.03	Funding of 2008 Matching Contribution		17

ARTICLE 8

U.S. WELFARE BENEFIT PLANS

Section 8.01	General Principles		18
Section 8.02	Establishment of DPSG Plans		18
Section 8.03	Insurance Contracts		19
Section 8.04	Third Party Vendors		19

ARTICLE 9

FRINGE BENEFIT AND OTHER U.S. PLANS AND PROGRAMS

ARTICLE 10

WORKERS COMPENSATION AND UNEMPLOYMENT COMPENSATION

ARTICLE 11

COMPENSATION MATTERS AND GENERAL BENEFIT AND EMPLOYEE MATTERS

Section 11.01	Restrictive Covenants in Employment and Other Agreements		20
Section 11.02	Severance		20
Section 11.03	Accrued Vacation Days Off		21
Section 11.04	Leaves of Absence		21
Section 11.05	Cadbury Obligations		21

ARTICLE 12

CANADIAN EMPLOYEE MATTERS

ARTICLE 13

GENERAL PROVISIONS


		PAGE

Section 13.01	Preservation of Rights to Amend		21
Section 13.02	Confidentiality		21
Section 13.03	Administrative Complaints/Litigation		21
Section 13.04	Reimbursement and Indemnification		22
Section 13.05	Costs of Compliance with Agreement		22

ARTICLE 14

MISCELLANEOUS

Section 14.01	Notices		22
Section 14.02	Amendments; No Waivers		23
Section 14.03	Successors and Assigns		24
Section 14.04	Governing Law		24
Section 14.05	Counterparts; Effectiveness; Third-Party Beneficiaries		24
Section 14.06	Entire Agreement		24
Section 14.07	Jurisdiction		24
Section 14.08	Waiver of Jury Trial		25
Section 14.09	Severability		25
Section 14.10	Survival		25
Section 14.11	Captions		25
Section 14.12	Specific Performance		25
Section 14.13	Mutual Drafting		26
Section 14.14	Operating Committee		26
Section 14.15	Consent to the Reduction		26
Section 14.16	Effect if Separation Does Not Occur		26
Section 14.17	Corporate Authorization		26

iii

EMPLOYEE MATTERS AGREEMENT

THIS EMPLOYEE MATTERS AGREEMENT dated as of [ ], 2008 among Cadbury Schweppes, plc, a United Kingdom public limited company incorporated in England and Wales with the registered number 0052457 and whose registered office is at 25 Berkeley Square, London W1J 6HB (“ Cadbury ”), Dr Pepper Snapple Group, Inc., a Delaware corporation (“ DPSG ”) and, solely for the purposes of Section 11.05, Cadbury plc, a United Kingdom public limited company incorporated in England and Wales with the registered number 06497379 and whose registered office is at 25 Berkeley Square, London W1J 6HB (“ Cadbury plc ”). Each of Cadbury and DPSG is sometimes referred to herein as a “ Party ” and together, as the “ Parties ”.

RECITALS

WHEREAS, Cadbury, Cadbury plc and DPSG have entered into a Separation and Distribution Agreement as of the date hereof (the “ Separation Agreement ”) pursuant to which Cadbury will distribute on a pro rata basis to the holders of Cadbury’s Common Stock, par value $0.01 per share (“ Cadbury Common Stock ”), without any consideration being paid by such holders, all of the outstanding shares of Common Stock, par value $0.01 per share of DPSG (“ DPSG Common Stock ”) then owned by Cadbury (the “ Distribution ”).

WHEREAS, in connection with the Separation, Cadbury, Cadbury plc and DPSG desire to enter into this Employee Matters Agreement as a complement to the Separation Agreement.

NOW THEREFORE, in consideration of the mutual covenants contained herein and in the Separation Agreement, Cadbury, Cadbury plc and DPSG hereto agree as follows:

ARTICLE 1

SCOPE AND DEFINITIONS

Section 1.01 Scope . Notwithstanding anything to the contrary contained herein (i) this Agreement shall not apply with respect to any Employee whose primary employer within the Cadbury Group or DPSG Group is or was an entity domiciled in Mexico and (ii) the terms of this Agreement shall apply only to the extent relevant with respect to the appropriate treatment of any Employee whose primary employer within the Cadbury Group or DPSG Group is or was an entity domiciled in a country other than Canada or the U.S (including Puerto Rico). For the avoidance of doubt, any relevant portions of this Agreement shall apply with respect to the Employees listed on Schedule 1.01(i) hereof (who are Employees who are or have been located outside the U.S., but are or have been covered under U.S. compensation and benefit plans and arrangements).

Section 1.02 Definitions . Unless otherwise defined herein, each capitalized term shall have the meaning specified for such term in the Separation Agreement. As used in this Agreement:

“ Agreement ” means this Employee Matters Agreement together with those parts of the Separation Agreement referenced herein, all Schedules hereto and all amendments, modifications and changes hereto and thereto.

“ Business Day ” means any day, other than a Saturday, a Sunday or a day on which banks in New York, New York are authorized or obligated by law to close.

“ Cadbury 401(k) Plan ” means the Cadbury Adams Holdings LLC Employees’ Savings Incentive Plan.

“ Cadbury Business Employee ” means any individual who is, immediately prior to the Distribution, employed by Cadbury or any of its Subsidiaries or Affiliates and is not a DPSG Business Employee.

“ Cadbury Committee ” shall mean the Remuneration Committee of the Board of Directors of Cadbury.

“ Cadbury ESPP ” means the Cadbury Employee Stock Purchase Plan.

“ Cadbury Non-ERISA U.S. Benefit Arrangement ” means any Non-ERISA U.S. Benefit Arrangement sponsored or maintained by Cadbury.

“ Cadbury Pension Plan ” means the Cadbury Adams Holdings LLC Personal Pension Account Plan, the Cadbury Adams Holdings LLC Supplemental Executive Retirement Plan and the Cadbury Adams Holdings LLC Pension Equalization Plan.

“ Cadbury Pension and Welfare Benefit Plan ” means any Pension Plan or Welfare Plan sponsored or maintained by Cadbury or a Cadbury Subsidiary.

“ Cadbury Retiree Medical Plan ” means that portion of the Cadbury Health and Welfare Benefits Plan that provides post-employment medical benefits beyond those required to be provided pursuant to COBRA. This includes the Cadbury Schweppes $25,000 Retiree Health Plan and the Cadbury Schweppes Retiree Health Plan.

“ Cadbury Subsidiary ” means any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are expected to be directly or indirectly owned by Cadbury immediately after the Distribution.

“ COBRA ” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Part 6 of Subtitle B of Title I of ERISA and at Section 4980B of the Code, as amended.

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended.

“ Demerger Effective Time ” shall have the meaning set forth in Section 1.01 of the Separation Agreement.

“ DPSG Business Employee ” means any individual who is, immediately prior to the Distribution, employed by DPSG or any of their respective Subsidiaries. A DPSG Business Employee may not be a Cadbury Business Employee.

“ DPSG Non-ERISA U.S. Benefit Arrangement ” means any Non-ERISA U.S. Benefit Arrangement sponsored or maintained by DPSG.

“ DPSG Pension and Welfare Benefit Plan ” means any Pension Plan or Welfare Plan sponsored or maintained by DPSG or a DPSG Subsidiary.

“ DPSG Subsidiary ” means any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are expected to be directly or indirectly owned by DPSG immediately after the Distribution.

“ Employee ” means any Cadbury Business Employee or Former Cadbury Employee or DPSG Business Employee or Former DPSG Employee.

“ ERISA ” means the U.S. Employee Retirement Income Security Act of 1974, as amended.

“ FMLA ” means the U.S. Family Medical Leave Act, as amended.

“ Former DPSG Employees ” has the meaning set forth in Section 2.02(c).

“ Former Cadbury Employees ” has the meaning set forth in Section 2.02(b).

“ IRS ” means the U.S. Internal Revenue Service.

“ Non-ERISA U.S. Benefit Arrangement ” means any contract, agreement, policy, practice, program, plan, trust or arrangement, other than a Pension Plan or Welfare Plan, providing for benefits, perquisites or compensation of any nature to any Employee, or to any family member, dependent or beneficiary of any such Employee, including, without limitation, disability, severance, health, dental, life, accidental death and dismemberment, travel and accident, tuition reimbursement, vacation, sick, personal or bereavement days, holidays, retirement, deferred compensation, profit sharing, bonus, stock-based compensation or other forms of incentive compensation.

“ Pension Plan ” means any pension plan as defined in Section 3(2) of ERISA, without regard to Section 4(b)(4) or 4(b)(5) of ERISA.

“ Welfare Plan ” means any employee welfare plan as defined in Section 3(1) of ERISA, without regard to Section 4(b)(4) of ERISA.

“ WARN ” means the U.S. Workers Adjustment Retraining and Notification Act, as amended and any applicable state or local law equivalent.

Section 1.03 Interpretation . In this Agreement, unless the context clearly indicates otherwise:

(a) words used in the singular include the plural and words used in the plural include the singular;

(b) references to any Person include such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and a reference to such Person’s “Affiliates” shall be deemed to mean such Person’s Affiliates following the Distribution;

(d) accounting terms used herein shall have the meanings historically ascribed to them by Cadbury and its Subsidiaries, including DPSG, in its and their internal accounting and financial policies and procedures in effect prior to the date of this Agreement;

(e) if there is any conflict between the provisions of the Separation Agreement and this Agreement, the provisions of this Agreement shall control with respect to the subject matter hereof; if there is any conflict between the provisions of the body of this Agreement and the Schedules hereto, the provisions of the body of this Agreement shall control unless explicitly stated otherwise in such Schedule;

(f) the titles to Articles and headings of Sections contained in this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of or to affect the meaning or interpretation of this Agreement; and

(g) unless otherwise specified in this Agreement, all references to dollar amounts herein shall be in respect of lawful currency of the United States.

ARTICLE 2

ASSIGNMENT OF EMPLOYEES

Section 2.01 Active Employees .

(a) DPSG Business Employees . Except as otherwise set forth in this Agreement, effective not later than the Distribution Date, the employment of each DPSG Business Employee who is employed by Cadbury or a Cadbury Subsidiary shall be assigned and transferred to DPSG or a DPSG Subsidiary. As of the Distribution Date, DPSG shall and shall cause each DPSG Subsidiary to continue the employment of each DPSG Business Employee who is employed by DPSG or a DPSG Subsidiary.

(b) Cadbury Business Employees . Effective not later than the Distribution Date, the employment of each Cadbury Business Employee who is employed by DPSG or a DPSG Subsidiary shall be assigned and transferred to Cadbury or a Cadbury Subsidiary. As of the Distribution Date, Cadbury shall and shall cause each Cadbury Subsidiary to continue the

employment of each Cadbury Business Employee who is employed by Cadbury or a Cadbury Subsidiary.

(c) At-Will Status . Notwithstanding the above or any other provision of this Agreement, nothing in this Agreement shall create any obligation on the part of Cadbury, DPSG or any of their respective Affiliates to continue the employment of any employee for any definite period following the Distribution Date or to change the employment status of any employee from “ at will, ” to the extent such employee is an “ at will ” employee under applicable law.

(d) Severance . The Distribution and the assignment, transfer or continuation of the employment of employees in connection therewith shall not be deemed a severance of employment of any employee for purposes of any plan, policy, practice or arrangement of Cadbury, DPSG or any of their respective Subsidiaries, except as otherwise provided herein.

Section 2.02 Former Employees .

(a) General Principal . Except as otherwise provided in this Agreement, each former employee of Cadbury or any Cadbury Subsidiary or DPSG or any DPSG Subsidiary as of the Distribution Date will be considered a former employee of the business as to which his or her duties were primarily related immediately prior to his or her termination of employment with all of Cadbury, DPSG and their respective Affiliates.

(b) Former Cadbury Employees . For these purposes, former employees of Cadbury and the Cadbury Subsidiaries shall be deemed to include all employees who, as of their last day of employment with all of Cadbury, DPSG and their respective Affiliates, had employment duties primarily related to the Cadbury Business (collectively, the “ Former Cadbury Employees ”).

(c) Former DPSG Employees . Except with respect to those individuals set forth on Schedule 2.02(c), former employees of DPSG and the DPSG Subsidiaries shall be deemed to include all employees who, as of their last day of employment with all of Cadbury, DPSG and their respective Affiliates, had employment duties primarily related to the DPSG Business (collectively, the “ Former DPSG Employees ”).

Section 2.03 Employment Law Obligations .

(a) WARN Act . Cadbury and the Cadbury Subsidiaries shall be responsible for providing any necessary WARN notice (and meeting any similar state law notice requirements) with respect to any termination of any Cadbury Business Employee. DPSG and the DPSG Subsidiaries shall be responsible for providing any necessary WARN notice (and meeting any similar state law notice requirements) with respect to any termination of any DPSG Business Employee; provided , however , that Cadbury and the Cadbury Subsidiaries shall be responsible for providing any necessary WARN notice (and any similar state law notice requirements) to any DPSG Business Employee or any governmental authority in connection with any transfer of the employment of any DPSG Business Employee from a Cadbury Group entity to a DPSG Group entity in contemplation of the Distribution.

(b) Compliance With Employment Laws . On and after the Distribution Date (i) Cadbury and the Cadbury Subsidiaries shall be responsible for adopting and maintaining any policies or practices, and for all other actions and inactions, necessary to comply with employment-related laws and requirements relating to the employment of the Cadbury Business Employees and the treatment of the Former Cadbury Employees in respect of their former employment with Cadbury and its Affiliates and (ii) DPSG and the DPSG Subsidiaries shall be responsible for adopting and maintaining any policies or practices, and for all other actions and inactions, necessary to comply with employment-related laws and requirements relating to the employment of the DPSG Business Employees and the treatment of the Former DPSG Employees in respect of their former employment with DPSG and their respective Affiliates.

Section 2.04 Employee Records .

(a) Records Relating to Cadbury Business Employees and Former Cadbury Employees . All records and data in any form relating to Cadbury Business Employees and Former Cadbury Employees shall be the property of Cadbury, except that data pertaining to such an employee and relating to any period that such employee was employed by DPSG or a DPSG Subsidiary prior to the Distribution shall be jointly owned by Cadbury and DPSG.

(b) Records Relating to DPSG Business Employees and Former DPSG Employees . All records and data in any form relating to DPSG Business Employees and Former DPSG Employees shall be the property of DPSG, except that data pertaining to such an employee and relating to any period that such employee was employed by Cadbury, DPSG or any of their respective Subsidiaries prior to the Distribution shall be jointly owned by Cadbury and DPSG.

(c) Sharing of Records . The Parties shall use their respective reasonable commercial efforts to provide each other such records and information only as necessary or appropriate to carry out their obligations under applicable law (including, without limitation, any relevant privacy protection laws or regulations in any applicable jurisdictions), this Agreement or the Separation Agreement or the Transition Services Agreement, or for the purposes of administering their respective employee benefit plans and policies. Subject to applicable law, all information and records regarding employment and personnel matters of DPSG Business Employees and Former DPSG Employees shall be accessed, retained, held, used, copied and transmitted after the Distribution Date by DPSG in accordance with all laws and policies relating to the collection, storage, retention, use, transmittal, disclosure and destruction of such records. The Parties shall reimburse each other for any reasonable costs incurred in copying or transmitting any records requested pursuant to this Section 2.04.

(d) Access to Records . To the extent consistent with this Agreement and any applicable privacy protection laws or regulations, access to such records after the Distribution Date will be provided to Cadbury and DPSG in accordance with the Separation Agreement. In addition, notwithstanding anything to the contrary, Cadbury shall retain reasonable access to those records necessary for Cadbury’s continued administration of any plans or programs on behalf of Employees after the Distribution Date, provided that such access shall be limited to individuals who have a job-related need to access such records. Cadbury shall also retain copies of all restrictive covenant agreements with any DPSG Business Employee or Former DPSG Employee in which Cadbury has a valid business interest.

(e) Maintenance of Records . With respect to retaining, destroying, transferring, sharing, copying and permitting access to all such information, Cadbury and DPSG shall each comply with all applicable laws, regulations and internal policies, and each Party shall indemnify and hold harmless the other Party from and against any and all liability, claims, actions, and damages that arise from a failure (by the indemnifying party or its agents) to so comply with all applicable laws, regulations and internal policies applicable to such information.

(f) No Access to Computer Systems or Files . Except as set forth in the Separation Agreement or the Transition Services Agreement, no provision of this Agreement shall give either Party direct access to the computer systems or other files, records or databases of the other Party, unless specifically permitted by the owner of such systems, files, records or databases.

(g) Relation to Separation Agreement . The provisions of this Section 2.04 shall be in addition to, and not in derogation of, the provisions of the Separation Agreement governing Confidential Information and access to and use of employees, information and records, including Sections of the Separation Agreement.

(h) Confidentiality . Except as otherwise set forth in this Agreement, all records and data relating to Employees shall, in each case, be subject to the confidentiality provisions of the Separation Agreement.

(i) Cooperation . DPSG and Cadbury and their respective Affiliates shall use reasonable commercial efforts to cooperate to share, retain and maintain data and records that are necessary or appropriate to further the purposes of this Section 2.04 and for each other to administer their respective benefit plans to the extent consistent with this Agreement and applicable law. Except as provided under the Transition Services Agreement, neither DPSG nor Cadbury shall charge the other any fee for such cooperation. The parties agree to cooperate as long as is reasonably necessary to further the purposes of this Section 2.04.

ARTICLE 3

EQUITY COMPENSATION PLANS

[ Reserved ]

ARTICLE 4

EMPLOYEE STOCK PURCHASE PLAN

DPSG Business Employees and Former DPSG Employees shall be treated for purposes of the Cadbury ESPP as “good leavers” as of the Distribution Date and shall be entitled to receive benefits in accordance with the provisions of the Cadbury ESPP; provided , however , that Cadbury may take such actions as it deems appropriate with respect to the shares of DPSG and shares of Cadbury. DPSG Business Employees shall not contribute to the Cadbury ESPP after the Distribution Date, unless they shall become employed by Cadbury following the Distribution Date.

ARTICLE 5

GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES

Section 5.01 General Principle .

(a) Cessation of Participation in Cadbury Pension and Welfare Benefit Plans and Non-ERISA U.S. Benefit Arrangements . Cadbury and DPSG shall take any and all action as shall be necessary or appropriate so that participation in Cadbury Pension and Welfare Benefit Plans and Cadbury Non-ERISA U.S. Benefit Arrangements by all DPSG Business Employees and Former DPSG Employees shall terminate in connection with the Distribution as and when provided under this Agreement (or if not specifically provided under this Agreement, as of the close of business on the Distribution Date) and DPSG and each DPSG Subsidiary shall cease to be a participating employer under the terms of such Cadbury Pension and Welfare Benefit Plans and Cadbury Non-ERISA U.S. Benefit Arrangements as of such time.

Except as otherwise agreed below, DPSG shall have all liabilities and all assets relating to employee benefits for DPSG Business Employees and Former DPSG Employees and Cadbury shall have all liabilities and all assets relating to employee benefits for Cadbury Business Employees and Former Cadbury Employees.

(b) Assumption of Certain Obligations by DPSG Group . Except as otherwise provided in this Agreement, effective on or before the Distribution Date, DPSG shall assume or continue the sponsorship of, and none of Cadbury or any Cadbury Subsidiary shall have any further liability for or under, the following agreements, obligations and liabilities, and DPSG shall indemnify Cadbury and the Cadbury Subsidiaries, and the officers, directors, and employees of each, and hold them harmless with respect to such agreements, obligations or liabilities:

(i) Agreements entered into between Cadbury, its Subsidiaries or Affiliates and DPSG Business Employees and Former DPSG Employees;

(ii) Agreements entered into between Cadbury, its Subsidiaries or Affiliates and independent contractors providing services primarily to the DPSG Business;

(iii) All collective bargaining agreements, collective agreements, trade union, or works council agreements entered into between Cadbury, its Subsidiaries or Affiliates and any union, works council, or other body representing only DPSG Business Employees and Former DPSG Employees;

(iv) All wages, salary, incentive compensation, commissions and bonuses payable to DPSG Business Employees and Former DPSG Employees on or after the Distribution Date, without regard to when such wages, salary, incentive compensation, commissions and bonuses are or may have been earned;

(v) All moving expenses and obligations related to relocation, repatriation, transfers, or similar items incurred by or owed to DPSG Business Employees and Former DPSG Employees;

(vi) All immigration-related, visa, work application, or similar rights, obligations and liabilities related to DPSG Business Employees; and

(vii) All liabilities and obligations whatsoever of the DPSG Business with respect to claims made by or with respect to DPSG Business Employees and Former DPSG Employees or any other persons who at any time prior to the Distribution Date had employment duties primarily related to the DPSG Business relating to any employee benefit plan, program or policy not otherwise retained or assumed by Cadbury pursuant to this Agreement, including such liabilities relating to actions or omissions of or by DPSG or any officer, director, employee or agent thereof prior to the Distribution Date.

Section 5.02 Establishment of DPSG Plans . Except as otherwise provided in this Agreement, sponsorship of Cadbury benefit plans that cover solely DPSG Business Employees and Former DPSG Employees shall be transferred to DPSG on or before the Distribution Date. Cadbury benefit plans that cover DPSG Business Employees and Former DPSG Employees and that also cover Cadbury Business Employees and/or Former Cadbury Employees shall be split into two separate plans, one covering DPSG Business Employees and Former DPSG Employees and one covering Cadbury Business Employees and/or Former Cadbury Employees, and sponsorship of the plans covering DPSG Business Employees and Former DPSG Employees shall be transferred to DPSG on or before the Distribution Date.

Section 5.03 Transfer of Assets and Liabilities . To the extent necessary to effectuate the foregoing, DPSG and Cadbury shall, in compliance with applicable law, transfer assets (if any) and liabilities of any such benefit plans to each other, including under the following plans:

CBI Holdings Inc. Health & Welfare Benefits Plan
CBI Holdings Inc. Premium Payment Plan
CBI Holdings Inc. Flexible Spending Account Plan
CBI Holdings Inc. Dependent Care Spending Account Plan
CBI Holdings Inc. Severance Pay Plan
Dr Pepper Bottling Company of Texas, ETAL Occupational Injury Benefit Plan
Cadbury Adams Holdings LLC Personal Pension Account Plan
Cadbury Adams Holdings LLC Pension Equalization Plan
Cadbury Adams Holdings LLC Supplemental Savings Plan
Cadbury Adams Holdings LLC Supplemental Executive Retirement Plan
Cadbury Adams Holdings LLC Supplemental Incentive Plan

Section 5.04 Service Credit .

(a) Service for Eligibility and Vesting . Except as otherwise provided in any other provision of this Agreement (i) for purposes of participation, eligibility and vesting under the DPSG Pension and Welfare Benefit Plans, DPSG shall, and shall cause the DPSG Subsidiaries to, give to each DPSG Business Employee and Former DPSG Employee service credit for any employment with Cadbury or any Cadbury Affiliate prior to the Distribution Date to the extent that such service is taken into account pursuant to the terms of the comparable Cadbury plan and (ii) for purposes of participation, eligibility and vesting under the Cadbury Pension and Welfare

Benefit Plans, Cadbury shall, and shall cause the Cadbury Subsidiaries to, give to each Cadbury Business Employee and Former Cadbury Employee service credit for any employment with DPSG or any DPSG Affiliate prior to the Distribution Date (to the extent available to employees generally).

(b) Service for Benefit Purposes . Except as otherwise provided in any other provision of this Agreement (i) for purposes of benefit levels and accruals, post-retirement welfare benefit contribution rates and benefit commencement entitlements under the DPSG Pension and Welfare Benefit Plans, DPSG shall, and shall cause the DPSG Subsidiaries to, give to each DPSG Business Employee and Former DPSG Employee service credit for any employment with Cadbury or any Cadbury Affiliate prior to the Distribution Date to the extent that such service is taken into account pursuant to the terms of the comparable Cadbury plan and (ii) for purposes of benefit levels and accruals, post-retirement welfare benefit contribution rates and benefit commencement entitlements under the Cadbury Pension and Welfare Benefit Plans, Cadbury shall, and shall cause the Cadbury Subsidiaries to, give to each Cadbury Business Employee and Former Cadbury Employee service credit for any employment with DPSG or any DPSG Affiliate prior to the Distribution Date (to the extent available to employees generally).

(c) Evidence of Prior Service . Notwithstanding anything to the contrary, but subject to applicable law, upon reasonable request by one Party to the other Party, the first Party will provide to the other copies of any records available to the first Party to document such service, plan participation and membership and cooperate with the first Party to resolve any discrepancies or obtain any missing data for purposes of determining benefit eligibility, participation, vesting and calculation of benefits with respect to such DPSG Business Employees and Former DPSG Employees.

Section 5.05 Plan Administration .

(a) Transition Services . DPSG will administer Cadbury’s benefit programs for a transitional period under the terms of the Transition Services Agreement. The Parties agree to enter into a business associate agreement in connection with such Transition Services Agreement, which shall be set forth as Appendix 1 to this Agreement.

(b) Administration . DPSG shall, and shall cause the DPSG Subsidiaries to, administer its benefit plans in a manner that does not jeopardize the tax favored status of the tax favored benefit plans maintained by Cadbury and the Cadbury Subsidiaries. Cadbury shall, and shall cause the Cadbury Subsidiaries to, administer its benefit plans in a manner that does not jeopardize the tax favored status of the tax favored benefit plans maintained by DPSG and the DPSG Subsidiaries.

(c) Participant Elections and Beneficiary Designations . All participant elections and beneficiary designations made under any Cadbury benefit plan prior to the date as of which assets or liabilities relating to that plan are transferred to DPSG shall continue in effect under any plan maintained by DPSG or any DPSG Subsidiary to which liabilities are transferred pursuant to this Agreement until such time as the participant changes his or her elections or beneficiary designations in accordance with the procedures of the relevant plan, as the case may be.

ARTICLE 6

U.S. PENSION PLAN SPIN-OFF

Section 6.01 General Principle . Effective on or before the Distribution Date, DPSG shall establish and adopt a defined benefit pension benefit plan and trust (the “ DPSG Pension Plan ”) intended to be qualified under Code Section 401(a) and containing provisions that will provide to each DPSG Business Employee and Former DPSG Employee (and each alternate payee or beneficiary of such person) (the “ DPSG Pension Beneficiaries ”) benefits identical to those accrued with respect to such person under the Cadbury Pension Plan as of December 31, 2007 (the “ Pension Measurement Date ”). On or before the Distribution Date, Cadbury shall (i) determine the Initial Transfer Amount (as defined below) and (ii) cause assets equal to the Initial Transfer Amount (adjusted as provided below) to be transferred to the trust under the DPSG Pension Plan in the form described below (the “ Initial Transfer ”). As of the date of such transfer of the Initial Transfer Amount (the “ Initial Transfer Date ”), DPSG shall commence making the required benefit payments under the terms of the DPSG Pension Plan and shall assume all liabilities with respect to the payment of benefits previously accrued by the DPSG Pension Beneficiaries under the Cadbury Pension Plan. A DPSG Business Employee shall not accrue benefits under the Cadbury Pension Plan after the date on which such employee becomes eligible to participate under the DPSG Pension Plan, unless such DPSG Pension Beneficiary shall become employed by Cadbury or a Cadbury Subsidiary after such date. A Cadbury Business Employee shall not accrue benefits under the DPSG Pension Plan, unless such Cadbury Business Employee shall become employed by DPSG or a DPSG Subsidiary. Following the Initial Transfer Date (i) an enrolled actuary appointed by Cadbury (the “ Cadbury Actuary ”) shall determine the Final Pension Transfer Amount (as defined below) and (ii) a True-Up Adjustment shall be made with respect to the Cadbury Pension Plan and the DPSG Pension Plan, as provided below. The Parties shall use reasonable commercial efforts to cause the determination of the Final Pension Transfer Amount and the True-Up Adjustment to be completed as reasonably promptly as practicable, subject to the time frames established under Section 6.03, but in no event later than December 31, 2008. Before or promptly after the date hereof, Cadbury and DPSG shall file requests with the IRS for qualification determination letters under Code Section 401(a) with respect to the Cadbury Pension Plan and the DPSG Pension Plan and shall take any and all reasonable action, including the adoption of any amendments requested by the IRS, as shall be necessary to obtain such determination letters. The transfers hereunder shall occur prior to, but subject to the subsequent receipt of, favorable determination letters issued by the IRS with respect to the Cadbury Pension Plan and DPSG Pension Plan, copies of which shall be shared among Cadbury and DPSG promptly upon issuance.

Section 6.02 Determination and Transfer of Initial Transfer Amount . On or before the Distribution Date, with the assistance of the Cadbury Actuary, Cadbury shall establish and communicate to DPSG the amount equal to 90% of the estimated asset transfer amount calculated as of January 1, 2008 in accordance with Code Section 414(l) but based on January 1,2007 census data and November 30, 2007 trust assets as attributable to benefits accrued by DPSG Pension Beneficiaries under the Cadbury Pension Plan as of the Pension Measurement Date, adjusted for contributions, distributions, trust gains and losses, payments and other appropriate items occurring between the Pension Measurement Date and the Initial Transfer Date, all as estimated in good faith by Cadbury (the “ Initial Transfer Amount ”). Following the

determination of the Initial Transfer Amount by Cadbury, Cadbury shall cause to be transferred from the trust under the Cadbury Pension Plan to the trust under the DPSG Pension Plan assets having an aggregate Value (as defined below) equal to the Initial Transfer Amount. Such assets shall be in the form of cash, securities and other property, determined in accordance with the provisions below.

Section 6.03 Determination of the Final Pension Transfer Amount .

(a) Calculation of the Cadbury Actuary . Following the Distribution Date, the Cadbury Actuary shall determine the Final Pension Transfer Amount, which shall be equal to the amount required to be transferred from the Cadbury Pension Plan to the DPSG Pension Plan in respect of the assumption by the DPSG Pension Plan of the benefit obligations of the Cadbury Pension Plan of benefits accrued by the DPSG Pension Beneficiaries as of the Pension Measurement Date, as determined in accordance with Section 414(l) of the Code and the regulations thereunder and the actuarial assumptions and methods set forth in Schedule 6.03 hereof, as appropriately adjusted to reflect the following amounts arising after the Pension Measurement Date and before the True-Up Adjustment: (A) any distributions and contributions made in respect of the DPSG Pension Beneficiaries, (B) administrative expenses of the Cadbury Pension Plan reasonably allocable to the DPSG Pension Beneficiaries, (C) earnings realized by the Cadbury Pension Plan allocable to the DPSG Pension Beneficiaries, (D) the net gain or loss (realized and unrealized) of the Cadbury Pension Plan allocable to the DPSG Pension Beneficiaries and (E) other appropriate items. Cadbury and DPSG shall each be responsible for the funding of their respective pension plans. It is anticipated that each pension plan will have underfunding under ERISA Section 4044. Each party shall be responsible for funding such underfunding under their respective pension plan. Promptly upon determination of the Final Pension Transfer Amount, Cadbury shall cause the Cadbury Actuary to provide to DPSG a written statement of the Final Pension Transfer Amount, a summary of the calculation of such amount (the “ Pension Statement ”) and a written statement that the sum of the Initial Transfer Amount and the Final Pension Transfer Amount satisfies the requirements of Section 414(l) of the Code.

(b) Resolution of Differences . Cadbury shall provide DPSG with all information reasonably necessary to review the calculation of the Final Pension Transfer Amount in all material respects and to verify that such calculations have been performed in a manner consistent with the terms of this Agreement. The determination of the Final Pension Transfer Amount by the Cadbury Actuary shall be final, conclusive and binding for all purposes under this Agreement, unless DPSG provides to Cadbury, within thirty (30) days after receipt of the Pension Statement, a written objection prepared by an enrolled actuary retained by DPSG setting forth in detail a reasonable basis for the conclusion that the Final Pension Transfer Amount set forth in the Pension Statement is understated by an amount in excess of 5%. Upon receipt of such objection, Cadbury and DPSG shall make a good faith attempt to resolve their dispute as to the Final Pension Transfer Amount. Should such dispute remain unresolved for more than thirty (30) days, Cadbury and DPSG shall promptly select and appoint a third enrolled actuary who is mutually satisfactory to both Parties. The third actuary shall recalculate the Final Pension Transfer Amount and if such recalculated amount exceeds the Final Pension Transfer Amount set forth in the Pension Statement by more than 5%, then such recalculated amount shall serve as the Final Pension Transfer Amount for all purposes under this Agreement. If such recalculated

amount does not exceed the Final Pension Transfer Amount set forth in the Pension Statement by more than 5%, then for all purposes under this Agreement the Final Pension Transfer Amount shall be the Final Pension Transfer Amount as set forth in the Pension Statement. The recalculation of such third party actuary shall be completed within thirty (30) days of the retention of such third party actuary and shall be conclusive as to any dispute with respect to the Final Pension Transfer Amount, except as set forth in Section 6.05 below. The cost of such third party actuary shall be divided equally between Cadbury and DPSG. Each Party shall be responsible for the cost of its own actuary.

Section 6.04 True-Up Adjustment . The following transfer shall be made promptly after the date that the Final Pension Transfer Amount is determined as set forth above: (A) if the Final Pension Transfer Amount exceeds the Initial Transfer Amount, Cadbury shall promptly cause to be transferred from the Cadbury Pension Plan trust to the DPSG Pension Plan trust assets having a Value equal to such excess and (B) if the Initial Transfer Amount exceeds the Final Pension Transfer Amount, DPSG shall promptly cause to be transferred from the DPSG Pension Plan trust to the Cadbury Pension Plan trust assets having a Value equal to such excess.

Section 6.05 Form and Selection of Assets to be Transferred . The assets to be transferred in the Initial Transfer and the True-Up Adjustment Assets will be transferred in-kind or in cash pro rata from each investment manager under the transferring plan in a manner that represents, as closely as commercially practical, a pro rata portion of each asset and position held by the manager as of the date of such transfer, except that reasonable adjustments shall be made where Cadbury determines such transfers cannot reasonably be made by the Cadbury Pension Plan due to investment manager account minimums or where other considerations prevent such pro rata transfers or render such pro rata transfers impractical. For purposes of the Agreement, the “ Value ” of all pension assets shall be the value of such assets as determined in good faith by Cadbury based on all relevant information known to Cadbury at the time of such determination, including the most recent account statements or schedules of asset values provided to Cadbury by any service providers maintaining or overseeing any such assets or any investment vehicles which represent or hold the relevant plan assets. Cadbury shall select the assets to be transferred and provide a schedule of such assets to DPSG 14 days prior to the transfer of such assets. DPSG shall communicate to Cadbury any objection to the schedule of the assets to be transferred promptly, and upon receipt by Cadbury of such objection, Cadbury and DPSG shall make a good faith attempt to resolve their dispute as to the assets to be transferred within the period remaining prior to the transfer of the assets. Should such dispute remain unresolved upon the asset transfer date, the assets shall be transferred in accordance with the schedule provided by Cadbury. Any assets that are liquidated prior to transfer shall be reduced by the asset liquidation expenses actually incurred.

ARTICLE 7

U.S. 401(K) PLAN

Section 7.01 General Principle . Effective on or before the Distribution Date, DPSG shall establish and adopt a qualified employee cash or deferred arrangement under Code Section 401(k) (the “ DPSG 401(k) Plan ”) intended to be qualified under Code Section 401(a) and containing provisions that will provide benefits for each DPSG Business Employee and

Former DPSG Employee (and each beneficiary and alternate payee of such person) (the “ DPSG DC Plan Beneficiaries ”) identical to those in effect for the DPSG DC Plan Beneficiaries as of the date of transfer of assets and liabilities with respect to such plan (as described below). Before or as soon as reasonably practicable after the Distribution Date, the assets and liabilities relating to the DPSG DC Plan Beneficiaries under the Cadbury 401(k) Plan and shall be transferred to the DPSG 401(k) Plan. DPSG Business Employees shall not make or receive additional contributions under the Cadbury 401(k) Plan after the effective date of the DPSG 401(k) Plan, unless such DPSG Business Employee shall become employed by Cadbury or a Cadbury Subsidiary after such date. A Cadbury Business Employee shall not participate in the DPSG 401(k) Plan after the effective date of the DPSG 401(k) Plan, unless such Cadbury Business Employee shall become employed by DPSG or a DPSG Subsidiary after such date.

Section 7.02 Transfer of Accounts . Effective before or as soon as practical following the Distribution Date, but in no event later than six months following the Distribution Date, Cadbury shall cause to be transferred from trusts under the Cadbury 401(k) Plan to the trust under the DPSG 401(k) Plan the aggregate amount that is credited to the accounts of the DPSG DC Plan Beneficiaries (disregarding any participant loans from the plans) as of the date of transfer, but not less than or more than permitted by law, as determined by Cadbury. The transfer shall be an in-kind transfer, subject to the reasonable consent of the trustee of the DPSG 401(k) Plan and shall include the transfer of the aggregate assets held in the accounts relating to each DPSG DC Plan Beneficiary under the Cadbury 401(k) Plan and any participant loan notes held under such plans. Any assets that are liquidated prior to transfer shall be reduced by the asset liquidation expenses, such as commissions or early withdrawal penalties, actually incurred. Cadbury shall cause the DPSG 401(k) Plan to allocate the portion of any forfeiture account under the Cadbury 401(k) Plan that relates to forfeiture by Former DPSG Employees consistent with Cadbury’s past practice regarding allocation of forfeitures under the Cadbury 401(k) Plan. Before or promptly after the date hereof, Cadbury and DPSG shall file requests with the IRS for qualification determination letters under Code Section 401(a) and 401(k) (as applicable) with respect to the Cadbury 401(k) Plan and DPSG 401(k) Plan and shall take any and all reasonable actions, including the adoption of amendments requested by the IRS, as shall be necessary to obtain such determination letters. The transfers under this Section 7.02 shall occur prior to, but subject to the subsequent receipt of favorable determination letters issued by the IRS with respect to the Cadbury 401(k) Plan and DPSG 401(k) Plan, copies of which shall be shared among Cadbury and DPSG promptly upon issuance.

Section 7.03 Funding of 2008 Matching Contribution . DPSG shall fund and allocate the full amount of any 2008 matching contribution accrued under the terms of the Cadbury 401(k) Plan to eligible DPSG DC Plan Beneficiaries under the DPSG 401(k) Plan within the time permitted by law (determined based on the terms of the Cadbury 401(k) Plan immediately prior to the transfer to the DPSG 401(k) Plan as if the transfer to the DPSG 401(k) Plan did not occur, but paid and contributed by DPSG to the DPSG 401(k) Plan).

ARTICLE 8

U.S. WELFARE BENEFIT PLANS

Section 8.01 General Principles. Except as provided below, on or about the Distribution Date, liabilities relating to DPSG Business Employees and Former DPSG Employees shall be transferred to newly established DPSG welfare benefit plans that shall contain the same benefit provisions as in effect for DPSG Business Employees and Former DPSG Employees immediately prior to such date, and DPSG Business Employees and Former DPSG Employees shall cease to participate in the Cadbury welfare benefit plans. Welfare benefit plans include health, welfare, and wellness benefits plans (including, medical, dental, prescription drug and vision benefits, life insurance, accidental death and disability insurance, business travel accident insurance, disability (STD and LTD), long term care, flexible spending accounts, severance, Employee Assistance Plan, and similar types of plans). DPSG Business Employees and Former DPSG Employees shall not participate in Cadbury welfare benefit plans following the effective date of the DPSG plans described in this Section 8.01, unless they shall become employed by Cadbury after such date. Cadbury Business Employees and Former Cadbury Employees shall not participate in any DPSG welfare benefit plans following the effective date of such plans, unless they shall become employed by DPSG after such date.

Section 8.02 Establishment of DPSG Plans .

(a) General Rule . DPSG Business Employees and Former DPSG Employees shall cease to participate in the Cadbury welfare benefit plans on or about the Distribution Date.

(b) Treatment of Claims Incurred . DPSG shall assume and shall be responsible for the liability for payment of all covered claims (including medical, dental, life insurance and long-term disability) and eligible expenses incurred by any DPSG Business Employee and beneficiaries thereof under the Cadbury Welfare Plans and Cadbury Non-ERISA U.S. Benefit Arrangements prior to the Distribution Date, and Cadbury shall not be responsible for any liability with respect to any such claims or expenses.

(c) Credit for Deductibles and Other Limits . With respect to each DPSG Business Employee and Former DPSG Employee, and each covered dependent, beneficiary, or other related party of such individual (the “ DPSG Welfare Plan Participants ”), the DPSG welfare benefit plans will give credit in the year of the Distribution Date for any amount paid under the comparable type Cadbury plan by such DPSG Welfare Plan Participant in the year of the Distribution Date toward deductibles, out-of-pocket maximum, or other, similar limitations to the extent such amounts are taken into account under the comparable type Cadbury plan. For purposes of any life-time maximum out-of-pocket limit on expenses paid by a covered participant, the DPSG welfare plans will recognize any expenses incurred by a DPSG Welfare Plan Participant prior to the Distribution to the same extent such expenses would be recognized in respect of an active plan participant under the comparable type Cadbury plan.

(d) COBRA . Effective as of the date of cessation of participation in the Cadbury welfare benefit plans by the DPSG Business Employees and Former DPSG Employees (as provided above), DPSG shall assume and satisfy all requirements under COBRA with respect to

all DPSG Business Employees and Former DPSG Employees and their qualified beneficiaries, including for individuals who are already receiving benefits as of such date under COBRA.

(e) Disabled Persons . The Parties intend that any Employee who has, prior to the Distribution Date, become eligible to receive any long-term disability benefits pursuant to any third-party insurance policy applicable under any welfare benefit plan shall continue to be eligible to receive such benefits in accordance with the terms of such plan and policy.

Section 8.03 Insurance Contracts . To the extent any Cadbury welfare benefit plan is funded through the purchase of an insurance contract or is subject to any stop loss contract, Cadbury and DPSG will cooperate and use their reasonable commercial efforts to “ clone ” such insurance contracts for DPSG and to maintain any pricing discounts or other preferential terms for both Cadbury and DPSG through the end of the term of the Transition Services Agreement. Neither party shall be liable for failure to obtain such pricing discounts or other preferential terms for DPSG. The cost of “ cloning ”, including any increases in premiums, charges or administrative fees relating to DPSG Business Employees and Former DPSG Employees shall be the obligation of DPSG. Each party shall be responsible for any additional premiums, charges or administrative fees that such party may incur pursuant to this Section 8.03.

Section 8.04 Third Party Vendors . Except as provided below, to the extent any Cadbury welfare benefit plan is administered by a third-party vendor, Cadbury and DPSG will cooperate and use their reasonable commercial efforts to “ clone ” any contract with such third-party vendor for DPSG and to maintain any pricing discounts or other preferential terms for both Cadbury and DPSG. Neither party shall be liable for failure to obtain such pricing discounts or other preferential terms for DPSG. The cost of “ cloning ”, including any increases in premiums, charges or administrative fees relating to DPSG Business Employees and Former DPSG Employees shall be the obligation of DPSG. Each party shall be responsible for any additional premiums, charges or administrative fees that such party may incur pursuant to this Section 8.04.

ARTICLE 9

FRINGE BENEFIT AND OTHER U.S. PLANS AND PROGRAMS

Except as otherwise provided under this Agreement, effective as of the Distribution Date, DPSG Business Employees and Former DPSG Employees shall not be eligible to participate in any plan, policy or arrangement of Cadbury or a Cadbury Subsidiary providing fringe benefits to employees or former employees.

ARTICLE 10

WORKERS COMPENSATION AND UNEMPLOYMENT COMPENSATION

DPSG shall have and assume the obligations for all claims and liabilities relating to workers compensation and unemployment compensation benefits for all DPSG Business Employees and Former DPSG Employees. Cadbury shall have and assume the obligations for all claims and liabilities relating to workers compensation and unemployment compensation benefits for all Cadbury Business Employees and Former Cadbury Employees. DPSG and

Cadbury shall make reasonable commercial efforts to provide that workers compensation and unemployment insurance costs are not adversely affected for either of them by reason of the Distribution.

ARTICLE 11

COMPENSATION MATTERS AND GENERAL BENEFIT AND EMPLOYEE
MATTERS

Section 11.01 Restrictive Covenants in Employment and Other Agreements . To the fullest extent permitted by the agreements and applicable law, Cadbury shall assign, or cause its Affiliates to assign, to DPSG or one of its Affiliates as designated by DPSG all agreements containing restrictive covenants (including but not limited to confidentiality and non-competition provisions) between Cadbury (or a Cadbury Affiliate) and a DPSG Business Employee, with such assignment to be effective no later than the Distribution Date. To the extent that assignment of such agreements is not permitted, following the Distribution, DPSG and its Subsidiaries and Affiliates shall be considered to be successors to Cadbury and its Subsidiaries and Affiliates for purposes of, and third-party beneficiaries with respect to, all agreements containing restrictive covenants (including but not limited to confidentiality and non-competition provisions) between Cadbury (or a Cadbury Subsidiary or Affiliate) and DPSG Business Employees and between Cadbury (or a Cadbury Subsidiary or Affiliate) and Cadbury Employees whom DPSG reasonably determines have substantial knowledge of the DPSG Business, such that each of Cadbury, DPSG and their respective Subsidiaries and Affiliates shall all enjoy the rights and benefits under such agreements (including, without limitation, rights and benefits as a third-party beneficiary), with respect to such Party’s and its respective Subsidiaries’ and Affiliates’ business operations; provided , however , that (a) in no event shall Cadbury be permitted to enforce the restrictive covenant agreements against DPSG Business Employees for action taken in their capacity as employees of DPSG or its Subsidiaries, and (b) in no event shall DPSG be permitted to enforce the restrictive covenants agreements of Cadbury Business Employees for action taken in their capacity as employees of Cadbury or its Subsidiaries.

Section 11.02 Severance . (a) Effective as of the Distribution Date, DPSG may establish one or more severance plans and policies with respect to DPSG Business Employees as DPSG deems appropriate in its discretion. Cadbury shall have no liability or obligation under any Cadbury severance plan or policy with respect to DPSG Business Employees who remain employed or whose employment terminates on or after the Distribution Date.

(b) Following the Distribution Date, DPSG shall assume and shall be responsible for administering all payments and benefits under the applicable Cadbury severance policies or any termination agreements with Former DPSG Employees whose employment has terminated prior to the Distribution Date for an eligible reason under such policies or in accordance with such agreements.

(c) It is not intended that any DPSG Business Employee will be eligible for termination or severance payments or benefits from Cadbury or its Subsidiaries or Affiliates as a result of the transfer or change of employment from Cadbury to DPSG or their respective Subsidiaries or Affiliates. Notwithstanding the preceding sentence, in the event that any such

termination or severance payments or benefits become payable on account of such transfer, change or the refusal of a DPSG Business Employee to accept employment with DPSG, DPSG shall indemnify Cadbury, and its Subsidiaries and Affiliates, for the amount of such termination or severance payments or benefits.

Section 11.03 Accrued Vacation Days Off . DPSG shall recognize and assume all liability for all vacation, holiday, sick leave, flex days, personal days and Paid-Time Off, including banked time accrued by DPSG Business Employees as of the Distribution Date and DPSG shall credit each DPSG Business Employee with such accrual.

Section 11.04 Leaves of Absence . DPSG will continue to apply the leave of absence policies maintained by Cadbury to inactive DPSG Business Employees who are on an approved leave of absence as of the Distribution Date. Leaves of absence taken by DPSG Business Employees prior to the Distribution Date shall be deemed to have been taken as employees of DPSG.

Section 11.05 Cadbury Obligations . DPSG and Cadbury plc agree that Cadbury plc shall not, and shall cause Cadbury not to, take any actions that would materially and adversely impact the ability of Cadbury to fulfill its obligations under this Agreement; provided that Cadbury plc may at any time following the Distribution Date require Cadbury to assign to Cadbury plc all of Cadbury’s rights and obligations under this Agreement in substitution for compliance by Cadbury plc and Cadbury with the aforementioned obligation in this Section 11.05, and upon such assignment, Cadbury plc shall assume all of Cadbury’s obligations under this Agreement.

ARTICLE 12

CANADIAN EMPLOYEE MATTERS

The treatment of employee matters with respect to an Employee whose primary employer within the Cadbury Group or the DPSG Group is or was an entity domiciled in Canada shall be set forth as Appendix 2 to this Agreement.

ARTICLE 13

GENERAL PROVISIONS

Section 13.01 Preservation of Rights to Amend . The rights of Cadbury or DPSG to amend or terminate any plan, program, or policy referred to herein shall not be limited in any way by this Agreement.

Section 13.02 Confidentiality . Each Party agrees that any information conveyed or otherwise received by or on behalf of a Party in conjunction herewith is confidential and is subject to the terms of the confidentiality provisions set forth in the Separation Agreement.

Section 13.03 Administrative Complaints/Litigation . Except as otherwise provided in this Agreement, as of and after the Distribution Date, DPSG shall assume, and be

solely liable for, the handling, administration, investigation and defense of actions, including, without limitation, ERISA, occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights and unemployment compensation claims, asserted at any time against Cadbury, or DPSG or their respective Affiliates by any DPSG Business Employee or Former DPSG Employee (including any dependent or beneficiary of any such Employee) or any other person, to the extent such actions or claims arise out of or relate to employment or the provision of services (whether as an employee, contractor, consultant, or otherwise) to or with the DPSG Business. To the extent that any legal action relates to a putative or certified class of plaintiffs, which includes both Cadbury Business Employees (or Former Cadbury Employees) and DPSG Business Employees (or Former DPSG Employees) and such action involves employment or benefit plan related claims, reasonable costs and expenses incurred by the Parties in responding to such legal action shall be allocated among the Parties equitably in proportion to a reasonable assessment of the relative proportion of Cadbury Business Employees (or Former Cadbury Employees) and DPSG Business Employees (or Former DPSG Employees) included in or represented by the putative or certified plaintiff class. The procedures contained in the indemnification and related litigation cooperation provisions of the Separation Agreement shall apply with respect to each Party’s indemnification obligations under this Section 13.03.

Section 13.04 Reimbursement and Indemnification . The Parties hereto agree to reimburse each other, within 60 days of receipt from the other Party of reasonable verification, for all costs and expenses which each may incur on behalf of the other as a result of any of the Welfare Plans, Pension Plans and Non-ERISA U.S. Benefit Arrangements and, as contemplated by Section 11.02, any termination or severance payments or benefits. All liabilities retained, assumed or indemnified against by DPSG pursuant to this Agreement, and all liabilities retained, assumed or indemnified against by Cadbury pursuant to this Agreement, shall in each case be subject to the indemnification provisions of the Separation Agreement. Notwithstanding anything to the contrary, no provision of this Agreement shall require DPSG or any DPSG Subsidiary to pay or reimburse to Cadbury or any Cadbury Affiliate any benefit-related cost item that DPSG or any DPSG Subsidiary has previously paid or reimbursed to Cadbury or any Cadbury Affiliate.

Section 13.05 Costs of Compliance with Agreement . Except as otherwise provided in this Agreement or any other Distribution document, each Party shall pay its own expenses in fulfilling its obligations under this Agreement.

ARTICLE 14

MISCELLANEOUS

Section 14.01 Notices . Any notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be duly given upon delivery, if delivered by hand, facsimile transmission, or mail, to the following addresses:

(a)

If to Cadbury

			25 Berkeley Square London W1J 6HB Facsimile: 44-20-7830-5015 Attention: Henry Udow, Esq. Chief Legal Officer

			With a copy to:

			Shearman & Sterling LLP 599 Lexington Avenue New York, NY 10022-6069 Telecopy: 212-848-6069 Attention: Creighton O’M. Condon, Esq.

	(b)		If to Cadbury plc:

			25 Berkeley Square London W1J 6HB Facsimile: 44-20-7830-5015 Attention: Henry Udow, Esq. Chief Legal Officer

			With a copy to:

			Shearman & Sterling LLP 599 Lexington Avenue New York, NY 10022-6069 Telecopy: 212-848-6069 Attention: Creighton O’M. Condon, Esq.

	(b)		If to DPSG to:

			5301 Legacy Drive Plano, TX 75024 Facsimile: 972-673-8130 Attention: James. L. Baldwin, Jr. General Counsel

or to such other addresses or telecopy numbers as may be specified by like notice to the other Party. All such notices, requests and other communications shall be deemed given, (a) when delivered in person or by courier or a courier services, (b) if sent by facsimile transmission (receipt confirmed) on a Business Day prior to 5 p.m. in the place of receipt, on the date of transmission (or, if sent after 5 p.m., on the following Business Day) or (c) if mailed by certified mail (return receipt requested), on the date specified on the return receipt.

Section 14.02 Amendments; No Waivers . From and after the Distribution, any provision of this Agreement may be amended or waived if, and only if, such amendment or

waiver is in writing and signed, in the case of an amendment, by Cadbury and DPSG, or in the case of a waiver, by the Party against whom the waiver is to be effective.

(a) No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 14.03 Successors and Assigns . The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns; provided that neither Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other Party hereto. If any Party or any of its successors or permitted assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of such Party shall assume all of the obligations of such Party under the Separation Agreement.

Section 14.04 Governing Law . This Agreement shall be construed in accordance with and governed by the law of the State of New York, without regard to the conflicts of laws rules thereof.

Section 14.05 Counterparts; Effectiveness; Third-Party Beneficiaries . This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto. Neither this Agreement nor any provision hereof is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties hereto and their respective successors and permitted assigns. No Employee or other current or former employee of Cadbury or DPSG or any Subsidiary or Affiliate of either (or his/her spouse, dependent or beneficiary), or any other person not a party to this Agreement, shall be entitled to assert any claim hereunder. Without limiting the foregoing, the provisions of this Agreement are not intended to, nor shall they confer upon any Person other than the Parties hereto any right or expectation as to the adoption, amendment, maintenance, continuation, operation or funding of any employee benefit plan, policy or arrangement.

Section 14.06 Entire Agreement . This Agreement and the other Distribution documents constitute the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter hereof and thereof. Regardless of anything else contained herein, the parties do not intend for this Agreement to amend any employee benefit plans or arrangements.

Section 14.07 Jurisdiction . Any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions

contemplated hereby may be brought in the United States District Court for the Southern District of New York or any other New York State court sitting in New York County, and each of the Parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each Party agrees that service of process on such Party as provided in Section 14.01 shall be deemed effective service of process on such Party.

Section 14.08 Waiver of Jury Trial . The parties hereto hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the transactions hereby contemplated.

Section 14.09 Severability . If any one or more of the provisions contained in this Agreement should be declared invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired thereby so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such a declaration, the Parties shall modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner so that the transactions contemplated hereby are consummated as originally contemplated to the fullest extent possible.

Section 14.10 Survival . All covenants and agreements of the Parties contained in this Agreement shall survive the Distribution Date indefinitely, unless a specific survival or other applicable period is expressly set forth herein.

Section 14.11 Captions . The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 14.12 Specific Performance . Each Party to this Agreement acknowledges and agrees that damages for a breach or threatened breach of any of the provisions of this Agreement would be inadequate and irreparable harm would occur. In recognition of this fact, each Party agrees that, if there is a breach or threatened breach, in addition to any damages, the other nonbreaching Party to this Agreement, without posting any bond, shall be entitled to seek and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction, attachment, or any other equitable remedy which may then be available to obligate the breaching Party (i) to perform its obligations under this Agreement or (ii) if the breaching Party is unable, for whatever reason, to perform those obligations, to take any other actions as are necessary, advisable or appropriate to give the other Party to this Agreement the economic effect which comes as close as possible to the performance of those obligations (including, but not limited to, transferring, or granting liens on, the assets of the breaching Party to secure the performance by the breaching Party of those obligations).

Section 14.13 Mutual Drafting . This Agreement shall be deemed to be the joint work product of Cadbury and DPSG and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable.

Section 14.14 Operating Committee .

(a) The parties shall use an operating committee (the “ Operating Committee ”) to implement the terms of this Agreement. Each of Cadbury and DPSG shall appoint two employees to the Operating Committee and designate one of such employees to be such party’s lead representative (each, a “ Lead Representative ”) for the purpose of fielding queries from representatives of the relevant Group concerning the implementation and ongoing operation of this Agreement. In addition, the Lead Representatives shall have such other functions and responsibilities as may be determined by the Operating Committee from time to time. The Operating Committee will oversee the implementation and ongoing operation of this Agreement and shall attempt in good faith to resolve disputes between the parties. Each of the parties shall have the right to (i) replace one or more of its Operating Committee members at any time with employees or officers with comparable knowledge, expertise and decision-making authority and (ii) designate an alternative Lead Representative.

(b) The Operating Committee shall act by a majority vote of its members. If the Operating Committee fails to make a decision, resolve a dispute or agree upon any necessary action, the unresolved matters shall be handled by the dispute resolution procedures contained in the Separation Agreement.

(c) During the term of this Agreement, the full Operating Committee shall meet at such times as may be required by either Lead Representative. Meetings of the Operating Committee may be in person or via teleconference and shall be convened and held in accordance with such procedures as the Operating Committee may determine from time to time.

Section 14.15. Consent to the Reduction . DPSG acknowledges that Cadbury plc is proposing to undertake the Reduction and DPSG, on behalf of itself and each member of the DPSG Group, (i) shall as soon as reasonably practicable after the date of this Agreement provide Cadbury plc with an executed letter of consent to the Reduction in the form attached as Exhibit 4.06 to the Separation Agreement and agrees that a copy of such letter may be presented to the Court as part of Cadbury plc’s application for confirmation by the Court of the Reduction; and (ii) undertakes that to the extent further consent is requested by Cadbury plc in order to effect the Reduction, DPSG shall (and shall procure that any member of the DPSG Group shall) give consent promptly on terms reasonably acceptable to Cadbury plc and, for the avoidance of doubt, such consents shall not be conditional on the provision of any third party guarantee or the deposit of any funds in any bank or escrow account or any other security, fact, event or thing. This consent is (and any consent given after the date of this letter shall be) irrevocable.

Section 14.16 Effect if Distribution Does Not Occur . Notwithstanding anything in this Agreement to the contrary, if the Separation Agreement or Transition Services Agreement is terminated prior to the Distribution Date, this Agreement shall be of no further force and effect.

Section 14.17 Corporate Authorization . The officers of Cadbury and DPSG are hereby authorized, empowered and directed, in the name and on behalf of each of Cadbury and DPSG, respectively, to take or cause to be taken all such further action, to execute and deliver or cause to be executed and delivered all such further agreements, certificates, instruments and documents, to make or cause to be made all such filings with governmental or regulatory authorities, and to pay or cause to be paid all such fees and expenses, in each case which shall in such officers’ judgment be deemed necessary, proper or advisable to effect and carry out the intent of this Agreement, such determination to be evidenced conclusively by such officers’ execution and delivery thereof or taking of action in respect thereto.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their names by a duly authorized officer as of the date first written above.


	CADBURY SCHWEPPES, PLC
	By:
		Name:
		Title:

	DR PEPPER SNAPPLE GROUP, INC.
	By:
		Name:
		Title:

	CADBURY PLC, solely for the purposes of Section 11.05
	By:
		Name:
		Title:

Exhibit 10.4

June 15, 2004


AGREEMENT:		Dr Pepper/Seven-Up Bottling Group, Inc.

CROWN Cork & Seal USA, Inc (“Crown”) is pleased to offer the following Agreement for the supply of aluminum 12 ounce beverage cans and ends (“Containers”), 202/211 x 413, with standard soft drink specifications and printed with up to six color decoration. End units supplied shall be 202 diameter standard “LOE” or Crown’s 202 diameter “Super-End ^® ” with complete conversion to “Super-End ^® ” ends expected to take place not later than April 1, 2006, as described below.

TERM OF AGREEMENT: The term of the Agreement shall be for a period of * years beginning January 1, 2005 and extending through *. The Agreement shall be automatically renewed for an additional * year period (* through *); provided, however, *.

LOCATIONS & VOLUMES: Crown shall supply and Dr Pepper/Seven-Up agrees to purchase from Crown, *% of their can and end requirements (except for the end requirements at Vernon and Buena Park, CA and the * exception discussed below) for the following Dr Pepper/Seven-Up filling locations:


Location			Estimated Annual Volumes
Irving, TX			*
Houston, TX			*
Columbus, OH			*
Vernon, CA			*
Buena Park, CA			*

Total Base Volume			*

It is understood and agreed that at the Buena Park location, Crown’s can and end supply shall be less than *%, to the extent that Dr Pepper/Seven-Up fills Containers for *, and * designates an alternative can maker to supply its Container (can and end) requirements.

At the Vernon and Buena Park, CA locations, Crown shall supply a minimum of *% of the end requirements in 2005. Beginning January 1, 2006, Crown shall supply *% of both the can and end requirements at the Vernon and Buena Park locations (subject to the * can and end exception mentioned above) with conversion to “SuperEnd ^® ” expected to be completed no later than April 1, 2006.

If any of the above can filling locations are closed and volume is moved to a replacement filling location, Crown shall have the right to supply such relocated Container volume at

* Confidential treatment has been requested. The redacted material has been separately filed with the Commission.

the replacement filling location pursuant to the terms of this Agreement. If Dr Pepper/Seven-Up acquires an additional can filling operation(s) during the term of this Agreement, Crown shall have the first right to supply such additional Container volume pursuant to the terms and conditions of this Agreement, but not to the extent that Dr Pepper/Seven Up is prohibited from awarding Crown such new volume as a result of prior existing contractual obligations.

PRICING: The current prices (as of October 1, 2004) for the cans and ends supplied by Crown are:


	with SuperEnd ^®	with LOE Ends
12 ounce can bodies	$*	$*
202 diameter ends	$*	$*

Total Container	$*	$*

In consideration of Dr Pepper/Seven-Up entering into this new five year Agreement, the selling prices will be * per thousand containers effective January 1, 2005 as follows:


	With SuperEnd ^®	with LOE Ends
12 ounce can bodies	$*	$*
202 diameter ends	$*	$*

Total Container	$*	$*

The above “Base Prices” shall be adjusted beginning April 1, 2005 as described below. As of January 1, 2006, all 202 diameter “LOE” ends supplied under this agreement shall be sold at the “Super End ^® ” end price shown above, provided that, Dr Pepper/Seven Up has committed to a mutually agreeable “Super End ^® ” conversion schedule for the Vernon and Buena Park locations. Base coated can bodies require an upcharge of $* per thousand cans.

PAYMENT TERMS: Payments for Containers shall be due net * days from the date of invoice — no cash discounts will be allowed.

SUPER-ENDS ^{^®} : Conversion of the various Dr Pepper/Seven Up filling locations from “LOE” to “Super-End ^® ” ends shall be completed on a mutually agreeable schedule. The goal of both parties is for all locations to be running “Super-End ^® ” ends prior to April 1, 2006.

FREIGHT: The above prices include freight delivery costs to the various Dr Pepper/Seven Up filling locations. Dr Pepper/Seven Up may use its own fleet of trucks to pick-up cans and/or ends at the Crown manufacturing facilities and Crown shall give a freight allowance equal to its cost to deliver by commercial carrier. Crown intends to supply cans to the various Dr Pepper/Seven Up filling locations from the following can manufacturing facilities:


*		Confidential treatment has been requested. The redacted material has been separately filed with the Commission.


Dr Pepper/Seven Up		Crown’s Can Supply
Filling Locations		Location (& Back-up)

Irving, TX		*
Houston, TX		*
Columbus, OH		*
Vernon, CA		*
Buena Park, CA		*

PRICE CHANGES: During the term of this Agreement, the Base Prices shall be adjusted pursuant to the following four factors: *, as set forth below.

	(a)		* It is understood that * of the price adjustment factors . The January 1, 2005 Base Prices reflect . The Base Prices will be adjusted on April 1 ^st and October 1 ^st of each contract year (beginning April 1, 2005) to reflect . The April 1 ^st adjustments will be based on . The October 1 ^st adjustments will be based on *.

	(b)		* The Base Prices will be adjusted to reflect *.

	(c)		* On April 1 ^st of each contract year, . The first such adjustment shall be April 1, 2005 and will reflect .

	(d)		* In the event that *


*		Confidential treatment has been requested. The redacted material has been separately filed with the Commission.

WAREHOUSING: During the term of this Agreement, Crown agrees to provide, at * to Dr Pepper/Seven-Up, warehouse storage space of * in the Los Angeles, CA area at a location that is mutually acceptable to both parties. Such warehouse space is to be appropriate for the storage of filled beverage cans and bottles.

8-OUNCE CAN SUPPLY: Provided that Crown is competitive in price and other terms and conditions of sale, Crown will be given the opportunity to supply Dr Pepper/Seven-Up’s requirements of 8-ounce aluminum (202/211 x 307) beverage cans and ends to the Dr Pepper/Seven-Up 8-ounce filling locations in Texas.

OTTUMWA, IOWA SUPPLY: Upon mutual agreement, Crown will be given the opportunity to supply the Dr Pepper/Seven-Up filling location in Ottumwa, Iowa with its requirements of 12-ounce aluminum beverage Containers pursuant to the terms and conditions of this Agreement.

WARRANTIES: All of Crown’s standard container warranties and other terms and conditions of sale shall apply to the cans and ends supplied under this Agreement.

CONFIDENTIALITY: Dr Pepper/Seven-Up and Crown agree to maintain strict confidentiality regarding the contents of this Agreement including pricing and all other terms set forth herein.

PREVIOUS AGREEMENTS: This new Agreement shall supersede and replace any previous agreement between the parties including the Sales Agreement dated December 18, 1997 in its entirety (including the paragraph 8 reference to employees or consultants).


*		Confidential treatment has been requested. The redacted material has been separately filed with the Commission.

If you are in agreement with the terms and conditions as set forth above, please sign in the space provided below and return one original copy to Crown.


CROWN Cork & Seal USA, Inc.
By:	/s/
	(Authorized Representative)


DR PEPPER / SEVEN-UP BOTTLING GROUP, INC.
By:	/s/
Title:

Exhibit 10.5

August 25, 2005


AMENDMENT #1		Dr Pepper/Seven Up Bottling Group, Inc.

CROWN Cork & Seal USA, Inc (“Crown”) is pleased to offer to Dr Pepper/Seven-Up Bottling Group, Inc. (“Dr Pepper/Seven Up”) this first Amendment to the June 15, 2004 Agreement between Crown and Dr Pepper/Seven Up for the supply of aluminum 12 ounce beverage cans and ends (“Containers”). The purpose of this Amendment is to include additional Dr Pepper/Seven Up filling locations into the Agreement and to revise certain other provisions of the Agreement as described below:

TERM OF AGREEMENT: The term of the Agreement shall be extended for an additional * period for a total of * years beginning January 1, 2005 through *. *.

LOCATIONS & VOLUMES: In addition to the Dr Pepper/Seven Up filling locations included in the current Agreement, Crown shall supply and Dr Pepper/Seven Up agrees to purchase from Crown, *% of their Consumer requirements for the following Dr Pepper/Seven Up filling locations beginning January 1, 2006:


Location		Estimated Annual Volumes
Ottumwa, IA		*
Northlake, IL		*
Holland, MI		*

Total Additional Volume		*

If any of the Dr Pepper/Seven Up can filling locations supplied under the Agreement as amended herein are closed and volume is moved to a replacement filling location, Crown shall have the right to supply such relocated Container volume at the replacement filling location pursuant to the terms of the Agreement. If Dr Pepper/Seven-Up acquires an additional can filling operation(s) during the term of the amended Agreement, Crown shall have the first right to supply such additional Container volume pursuant to the terms and conditions of the Agreement, but not to the extent that Dr Pepper/Seven Up is prohibited from awarding Crown such new volume as a result of prior existing contractual obligations.

PRICING: The current prices under the Agreement (as of April 1, 2005) for the cans and ends supplied by Crown are:


	with SuperEnd _®	with LOE Ends
12 ounce can bodies	$*	$*
202 diameter ends	$*	$*

Total Container	$*	$*

*Confidential treatment has been requested. The redacted material has been separately filed with the Commission.

* the selling prices * will be * effective January 1, 2006 as follows:


	With SuperEnd ^®	with LOE Ends
12 ounce can bodies	$*	$*
202 diameter ends	$*	$*

Total Container	$*	$*

The above “Base Prices” shall be adjusted as described in the Agreement. As of January 1, 2006, any 202 diameter “LOE” ends supplied under the amended Agreement shall be sold at the “Super End ^® ” end price shown above, provided that , Dr Pepper/Seven Up has committed to a mutually agreeable “Super End ^® ” conversion schedule for each of the filling locations involved. Base coated can bodies require an upcharge of * per thousand cans.

PAYMENT TERMS: As in the current Agreement, payments for Containers supplied under the amended Agreement shall be due net * days from the date of invoice—no cash discounts will be allowed.

SUPER-ENDS ^® : Conversion of the various Dr Pepper/Seven Up filling locations from “LOE” to “Super-End ^® ” ends shall be completed on a mutually agreeable schedule. The goal of both parties is for all locations to be running “Super-End ^® ” ends prior to April 1, 2006.

FREIGHT: The above prices include freight delivery costs to the various Dr Pepper/Seven Up filling locations. Dr Pepper/Seven Up may use its own fleet of trucks to pick-up cans and/or ends at the Crown manufacturing facilities and Crown shall give a freight allowance equal to its cost to deliver by commercial carrier. Crown intends to supply can bodies to the various Dr Pepper/Seven Up filling locations from the following can manufacturing facilities:


Dr Pepper/Seven Up		Crown's Can Supply
Filling Locations		Location (& Back-up)

Ottumwa, IA		*
Northlake, IL		*
Holland, MI		*

Crown agrees to establish warehouses, at mutually agreeable locations, for the purpose of storing can bodies that will be available for pick-up by Dr Pepper/Seven Up trucks for delivery to the above filling locations. Freight pick-up allowances from these warehouse locations will be available to Dr Pepper/Seven Up and shall be no less than *.

*Confidential treatment has been requested. The redacted material has been separately filed with the Commission.

PRICE CHANGES: During the term of the amended Agreement, the Base Prices shall be adjusted pursuant to the provisions of the current Agreement.

ALUMINUM SUPPLY ALTERNATIVES: During the term of the amended Agreement, Crown agrees to cooperate with Dr Pepper/Seven Up in providing alternatives to *. Such alternatives may include *. Dr Pepper/Seven Up acknowledges full responsibility for any additional costs associated with such alternative * and understands that there is a period of time required to reposition from one * to another.*

CADBURY SCHWEPPES: Upon receipt of Dr Pepper/Seven Up’s written request at any time during the term of this Agreement, Crown shall supply Containers to Cadbury Schweppes Americas Beverages, Inc. or one of its affiliates (“CSAB”) in the United States under the same terms and conditions contained herein including, but not limited to, the prices offered under this Agreement, provided Crown has sufficient production capacity and subject to a price adjustment based upon *. The parties shall meet at the earliest opportunity to determine the volume, specifications, locations and timing for shipment of Containers to CSAB. Dr Pepper/Seven Up shall have no obligation, at any time, to exercise the option described above.

*Confidential treatment has been requested. The redacted material has been separately filed with the Commission.

CONFIDENTIALITY: Dr Pepper/Seven-Up and Crown agree to maintain strict confidentiality regarding the contents of this Amendment including pricing and all other terms set forth herein.

OTHER TERMS AND CONDITIONS: Except as specifically modified by this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect.

(Signature page follows.)

If you are in agreement with the provisions of this Amendment as set forth above, please sign in the space provided below and return one original copy to Crown.


CROWN Cork & Seal USA, Inc.

By:		/s/


Title:



DR PEPPER / SEVEN UP BOTTLING GROUP, INC.

By:		/s/


Title:

Exhibit 10.6


CROWN Beverage Packaging USA One Crown Way Philadelphia, PA 19154-4599 tel: 215-698-5100

June 21, 2006


AMENDMENT #2		Cadbury Schweppes Bottling Group, Inc.

CROWN Cork & Seal USA, Inc (“Crown”) is pleased to offer this Amendment #2 to the June 15, 2004 Agreement (as previously amended on August 25, 2005) between Crown and Dr Pepper/Seven Up Bottling Group, Inc. (“Dr Pepper/Seven Up”) now known as Cadbury Schweppes Bottling Group Inc. (“Cadbury”) for the supply of aluminum 12 ounce beverage cans and ends (“Containers”). The purpose of this Amendment #2 is to include additional Cadbury filling locations into the Agreement and to revise certain other provisions of the Agreement as described below:

LOCATIONS & VOLUMES: In addition to the Cadbury filling locations included in the current Agreement (as previously amended), Crown shall supply and Cadbury agrees to purchase from Crown, *% of their Container requirements for the following Cadbury filling locations beginning Monday, July 17, 2006:


Location		Estimated Annual Volumes
Denver, CO		*
Louisville, KY		*

Total Additional Volume		*

If any of the Cadbury can filling locations supplied under the Agreement as amended herein are closed and volume is moved to a replacement filling location, Crown shall have the right to supply such relocated Container volume at the replacement filling location pursuant to the terms of the Agreement.

CROWN Cork & Seal USA, Inc.

*Confidential treatment has been requested. The redacted material has been separately filed with the Commission.

PRICING: The current prices under the amended Agreement (as of April 1, 2006) for the cans and ends supplied by Crown are:


	with SuperEnd ®	with LOE Ends
12 ounce can bodies	$*	$*
202 diameter ends	$*	$*

Total Container	$*	$*

* the selling prices * will be * as follows:


	With SuperEnd ®	with LOE Ends
12 ounce can bodies	$*	$*
202 diameter ends	$*	$*

Total Container	$*	$*

The above “Base Prices” shall be adjusted as described in the amended Agreement. Base coated can bodies require an upcharge of * per thousand cans.

PAYMENT TERMS: As in the current Agreement, payments for Containers supplied under the amended Agreement shall be due net * days from the date of invoice - no cash discounts will be allowed.

SUPER-ENDS ® : Conversion of the Denver and Louisville filling locations from “LOE” to “Super-End ® ” ends shall be completed on a mutually agreeable schedule; however, such conversions shall be completed no later than December 31, 2006. * agrees to * required to convert the Denver and Louisville locations to Super-End ®. Seamer overhaul and repair costs *.


*	Confidential treatment has been requested. The redacted material has been separately filed with the Commission.

FREIGHT: The above prices include freight delivery costs to the various Cadbury filling locations. Cadbury may use its own fleet of trucks to pick-up cans and/or ends at the Crown manufacturing facilities and Crown shall give a freight allowance equal to its cost to deliver by commercial carrier. Crown intends to supply can bodies to the various Cadbury filling locations from the following can manufacturing facilities:


Cadbury				Crown’s Can Supply
Filling Locations				Location (& Back-up)


Denver, CO				*
Louisville, KY				*

PRICE CHANGES: The Base Prices shall be adjusted pursuant to the provisions of the current amended Agreement *.

CONFIDENTIALITY: Cadbury and Crown agree to maintain strict confidentiality regarding the contents of this Amendment #2 including pricing and all other terms set forth herein.

OTHER TERMS AND CONDITIONS: Except as specifically modified by this Amendment #2, all other terms and conditions of the amended Agreement shall remain in full force and effect


*	Confidential treatment has been requested. The redacted material has been separately filed with the Commission.

(Signature page follows.)

If you are in agreement with the provisions of this Amendment #2 as set forth above, please sign in the space provided below and return one original copy to Crown.


CROWN Cork & Seal USA, Inc.

By:		/s/


Title:



CADBURY SCHWEPPES BOTTLING GROUP, INC.

By:		/s/


Title:

Exhibit 10.7

April 4, 2007


AMENDMENT #3		Cadbury Schweppes Bottling Group, Inc.

CROWN Cork & Seal USA, Inc (“Crown”) is pleased to offer this Amendment #3 to the June 15, 2004 Agreement (as previously amended on August 25, 2005 and June 21, 2006) between Crown and Dr Pepper/Seven Up Bottling Group, Inc. (“Dr Pepper/Seven Up”) now known as Cadbury Schweppes Bottling Group, Inc. (“Cadbury”) for the supply of aluminum 12-ounce beverage cans and ends (“Containers”). The purpose of this Amendment #3 is to include additional Cadbury filling locations, add aluminum 8-ounce cans to the Agreement, and to revise certain other provisions of the Agreement as described below:

LOCATIONS & VOLUMES: In addition to the Cadbury filling locations included in the current Agreement (as previously amended), Crown shall supply and Cadbury agrees to purchase from Crown, *% of their 8-ounce and 12-ounce Container requirements for the following Cadbury filling locations beginning on or approximately *:


Location	Estimated Annual Volumes
Sacramento, CA	*	12-ounce
Sacramento, CA	*	8-ounce
Ottumwa, IA	*	8-ounce
Irving, TX	*	8-ounce


Total Additional Volume	*

PRICING: The initial base prices for Containers to be supplied by Crown pursuant to this Amendment #3 (effective January 1, 2007) are:


Sacramento, CA:		12-ounce cans
		with LOE End

12-ounce can bodies		$*
Aluminum adjustment		$*

Total can body price		$*

202 dia. LOE ends		$*
Aluminum adjustment		$*

Total LOE end price		$*

Total 12-oz Container		$*


*	Confidential treatment has been requested. The redacted material has been separately filed with the Commission.


Sacramento, CA:		8-ounce cans
		with LOE End
8-ounce can bodies		$*
Freight charge		$*
Aluminum adjustment		$*

Total can body price		$*

End units for the 8-ounce Containers at Sacramento shall be priced *.


Ottumwa, IA and Irving, TX:		8-ounce cans
		with SuperEnds
8-ounce can bodies		$*
Aluminum adjustment		$*

Total can body price		$*

End units for the 8-ounce Containers at Ottumwa and Irving shall be priced*.

PAYMENT TERMS: As in the current Agreement, payments for Containers supplied under this Amendment #3 shall be due net * days from the date of invoice—no cash discounts will be allowed.

SUPER-ENDS ® : Conversion of the Sacramento, CA filling location from “LOE” to “Super-End ^® ” ends shall be completed on a mutually agreeable schedule *. * agrees to * required to convert the Sacramento location to Super-End ^® . Seamer overhaul and repair costs are *. Upon conversion to SuperEnd ^® , the end prices at Sacramento shall be adjusted to reflect the SuperEnd ^® savings of $* per thousand ends.


Cadbury		Crown’s Can Supply
Filling Locations		Location (& Back-up)

Sacramento, CA 12-oz		*
Sacramento, CA 8-oz		*
Ottumwa, IA 8-oz		*
Irving, TX 8-oz		*


*	Confidential treatment has been requested. The redacted material has been separately filed with the Commission.

PRICE CHANGES: The initial base prices shall be adjusted pursuant to the provisions of the current amended Agreement except for the following:

	1)		During the year 2007, price adjustments for * 12-ounce can bodies and all 202 diameter end units at the Sacramento location shall be based on a *.

	2)		* of all 8-ounce can bodies at Ottumwa, Irving and Sacramento shall be based on . The first quarter 2007 invoice prices for 8-ounce can bodies shall reflect . At the end of each calendar quarter, a reconciliation shall be performed reflecting * multiplied by the number of 8-ounce cans purchased by Cadbury during each of those months.

CONFIDENTIALITY: Cadbury and Crown agree to maintain strict confidentiality regarding the contents of this Amendment #3 including pricing and all other terms set forth herein.

OTHER TERMS AND CONDITIONS: Except as specifically modified by this Amendment #3, all other terms and conditions of the amended Agreement shall remain in full force and effect.


*	Confidential treatment has been requested. The redacted material has been separately filed with the Commission.

If you are in agreement with the provisions of this Amendment #3 as set forth above, please sign in the space provided below and return one original copy to Crown.


CROWN Cork & Seal USA, Inc.

By:	/s/


Title:


CADBURY SCHWEPPES BOTTLING GROUP, INC		.

By:	/s/


Title:

Exhibit 10.8

September 27, 2007


AMENDMENT #4		Cadbury Schweppes Bottling Group, Inc.

CROWN Cork & Seal USA, Inc (“Crown”) is pleased to offer this Amendment #4 to the June 15, 2004 Agreement (as previously amended on August 25, 2005, June 21, 2006, and April 4, 2007) between Crown and Dr Pepper/Seven Up Bottling Group, Inc. (“Dr Pepper/Seven Up”) now known as Cadbury Schweppes Bottling Group, Inc. (“Cadbury”) for the supply of aluminum 12-ounce beverage cans and ends (“Containers”). The purpose of this Amendment #4 is to include additional Cadbury filling locations to the Agreement and to revise certain other provisions of the Agreement as described below:

LOCATIONS & VOLUMES: In addition to the Cadbury filling locations included in the current Agreement (as previously amended), Crown shall supply and Cadbury agrees to purchase from Crown, *% of their 12-ounce Container requirements for the following Cadbury filling locations beginning on or approximately *:


Location	Estimated Annual Volumes
Miami, FL	*	12-ounce
Jacksonville, FL	*	12-ounce

Total Additional Volume	*	*

PRICING: The initial base prices for Containers to be supplied by Crown pursuant to this Amendment #4 (effective October 1, 2007) are:


		12-ounce cans
Miami & Jacksonville, FL		with LOE Ends
12-ounce can bodies		$*
Aluminum adjustment		$*

Total can body price		$*

202 dia. LOE ends		$*
Aluminum adjustment		$*

Total LOE end price		$*

Total 12-oz Container		$*

The above price for 12-ounce can bodies includes a *.


*	Confidential treatment has been requested. The redacted material has been separately filed with the Commission.

PAYMENT TERMS: As in the current Agreement, payments for Containers supplied under this Amendment #4 shall be due net * days from the date of invoice — no cash discounts will be allowed.

SUPER-ENDS ^{^®} : Conversion of the Miami and Jacksonville filling locations from “LOE” to “Super-End ^® ” ends shall be completed on a mutually agreeable schedule *. * agrees to * required to convert each location to Super-End ^® . Seamer overhaul and repair costs are *. The Super-End ^® price savings versus LOE ends has been included in the LOE pricing shown above.

FREIGHT: The above prices include freight delivery costs to the various Cadbury filling locations and are based on direct shipments with no local warehousing. Cadbury may use its own fleet of trucks to pick-up cans and/or ends at the Crown manufacturing facilities and Crown shall give a freight allowance equal to its cost to deliver by commercial carrier. Crown intends to supply can bodies to the various Cadbury filling locations from the following can manufacturing facilities:


Cadbury		Crown’s Can Supply
Filling Locations		Location (& Back-up)

Miami, FL 12-oz		*
Jacksonville, FL 12-oz		*

PRICE CHANGES: The initial base prices described above shall be adjusted pursuant to the provisions of the current amended Agreement except for the following:

Effective *, the 12-ounce can body price at Miami and Jacksonville shall be * per thousand cans.

Beginning October 1, 2007, price adjustments for * at Miami and Jacksonville shall be based *. The fourth quarter 2007 invoice prices shall reflect *. At the end of each calendar quarter, a reconciliation shall be performed reflecting * multiplied by the number of cans and ends purchased by Cadbury during each of the months in the quarter at the Miami and Jacksonville locations.


*		Confidential treatment has been requested. The redacted material has been separately filed with the Commission.

ARTWORK CHARGES: * involved with the transfer of the Miami and Jacksonville Container volume to Crown from the previous supplier.

CONFIDENTIALITY: Cadbury and Crown agree to maintain strict confidentiality regarding the contents of this Amendment #4 including pricing and all other terms set forth herein.

OTHER TERMS AND CONDITIONS: Except as specifically modified by this Amendment #4, all other terms and conditions of the amended Agreement shall remain in full force and effect.

(Signature page follows.)


*		Confidential treatment has been requested. The redacted material has been separately filed with the Commission.

If you are in agreement with the provisions of this Amendment #4 as set forth above, please sign in the space provided below and return one original copy to Crown.


CROWN Cork & Seal USA, Inc.

By:		/s/

Title:



CADBURY SCHWEPPES BOTTLING GROUP, INC.

By:		/s/

Title:

Exhibit 10.9

[LICENSOR]

FORM OF DR PEPPER LICENSE AGREEMENT FOR
BOTTLES, CANS AND PRE-MIX


STATE OF TEXAS	}	No.
COUNTY OF COLLIN	}

THIS AGREEMENT is made and entered into by and between [Licensor], a corporation with its principal offices located in Plano, Texas (hereinafter called “Licensor”), and

(hereinafter called “Licensee”).

WITNESSETH:

WHEREAS, Licensor is engaged in the manufacture and sale of a bottler’s concentrate for the production of that certain drink known as “Dr Pepper”, and identified by that certain registered trademark owned by Licensor, and

WHEREAS, Licensee desires to secure a license from Licensor to manufacture, sell and distribute under Licensor’s trademark that certain drink “Dr Pepper”, in bottles, cans and in pre-mix containers (i.e., the pre-mix containers used for the soft drink finished beverage that is sold by the Licensee to the foodservice industry in bulk form and in which the syrup for the making of the beverage is mixed with water, gas and other ingredients at the bottler’s place of business and is then placed in containers and such containers placed for dispensing at various locations and sold to the consuming public by automatic or manual dispensing in separate or individual drinks) only, within that certain territory described in Exhibit “A” attached hereto, and not elsewhere, said Exhibit “A” being a part hereof for all purposes.

NOW, THEREFORE, for and in consideration of the mutual benefits and provisions herein set out, Licensor does hereby grant unto Licensee the non-exclusive right and license to manufacture under Licensor’s trademark within the territory described in Exhibit “A” attached hereto, that certain drink known as “Dr Pepper”, and the exclusive right and license to sell and distribute said drink under said trademark within the said territory described in Exhibit “A” attached hereto, and no other (which territory shall be indivisible), in bottles, cans and pre-mix containers only, which bottles, cans and pre-mix containers are to be those distinctive bottles, cans and pre-mix containers as may be approved from time to time by Licensor and none other (hereinafter collectively referred to as the “Dr Pepper Trademarked Products”), and to use the trademark on the bottled and canned drink and in advertising for and in said territory, and Licensor does hereby agree that such non-exclusive and exclusive right and license shall continue so long as Licensor, or its successors or assigns, shall continue the manufacture of such Dr Pepper bottler’s concentrate, unless sooner terminated under the provisions hereinafter set out, this said grant or license being subject to the following terms, conditions and covenants, to-wit:

1. Licensor shall furnish Licensee Dr Pepper bottler’s concentrate pursuant to orders received hereinafter from Licensee or Licensor.

2. Licensor guarantees the quality of Dr Pepper bottler’s concentrate to be pure, wholesome and otherwise as represented.

3. Licensor shall furnish to Licensee authority to purchase at Licensee’s own expense all approved Dr Pepper trademarked items, including but not limited to crowns, bottles, cans and cases.

4. Terms —

	a.		Each order of concentrate is to be sent to Licensor at its main office in Plano, Texas, or at such other place as Licensor may direct. Each purchase of Dr Pepper bottler’s concentrate must be paid for before another purchase will be shipped. In any event, each purchase must be paid for within ___(___) days of date of invoice. Prices and terms shall be subject to change without notice, and Licensee shall pay Licensor’s then prevailing price at the time of each sale.

	b.		Shipments of all concentrate made hereunder may, at Licensor’s option, be delivered to Licensee from delivery equipment operated by Licensor; provided, however, when delivery is not made by Licensor’s delivery equipment, freight will be prepaid to Licensee’s production facility.

	c.		Title to all merchandise shipped by common carrier passes to Licensee at the time he accepts the shipment.

	d.		All accounts whatsoever owing Licensor are payable in money of the United States of America at Plano, Texas, or at such other place as Licensor may direct; and if not paid at maturity, shall bear interest at the highest rate legally allowable until paid. There will be an additional ___percent (___%) of the total amount due if placed in the hands of an attorney for collection, or if collected through bankruptcy or probate court.

	e.		Failure to pay when due any indebtedness owing Licensee to Licensor shall, in addition to any other grounds for termination that may exist, entitle Licensor, at its option, to terminate this contract in any manner provided under this Agreement.

	f.		While it is the obligation of Licensee to return to Licensor any empty drums or other returnable containers used in shipping Dr Pepper concentrate under this Agreement, any such returnable container which Licensee receives but does not return to Licensor in a condition suitable for use as a container for Licensor’s products shall be paid for by Licensee at the then current replacement cost for such returnable containers.

	g.		Licensor shall not be required to fill any unreasonable order for Dr Pepper concentrate. Licensor shall be required to fill orders only in due and orderly manner of procedure and in a reasonable length of time, in the light of its plant capacity, and all of its customers’ demands.

	h.		Licensee shall order from time to time only such quantities as are reasonably necessary to keep a smoothly running operation, but shall not build up unnecessary or unreasonable inventory of Dr Pepper concentrate.

5. Licensee shall manufacture, bottle, can, label and package the Dr Pepper Trademarked Products in quantities sufficient to fully meet the demand therefore in all accounts and channels in the Territory in which the Products, or any products which are competitive to the Products, are sold. In the event that Licensee is asked to manufacture Dr Pepper Trademarked Products for or on behalf of any other Dr Pepper licensed bottler, then in any such event Licensee shall report that request to Licensor as soon as possible, and in any event by no later than one week after such request is made of Licensee, and in no event may Licensee produce or ship Dr Pepper Trademarked Products to any other Dr Pepper Licensee without Licensor’s prior written consent. Upon Licensor’s request, Licensee shall provide all reports and records as may be reasonably requested by Licensor related to such manufacture.

Should Licensee, for any reason, not engage in the manufacture of any or all of the package forms of Dr Pepper Trademarked Product authorized by this Agreement, Licensor approves the purchase by Licensee of such package form(s) from other sources approved by Licensor, and Licensee may buy such package form(s) from such other sources approved by Licensor, upon terms of sale and prices determined by Licensee and the supplying source; Provided, however, that Licensor is not responsible to Licensee to supply such package form(s) of Dr Pepper Trademarked Product initially or on a continuing basis, and provided further that Licensee shall comply with all other requirements of this Agreement to the same extent as if Licensee had itself manufactured such Dr Pepper Trademarked Product.

6. Licensee agrees to purchase all Dr Pepper concentrate used in the performance of this Agreement from Licensor; and all Dr Pepper concentrate purchased by Licensee shall be used in the performance of this Agreement.

7. Licensee agrees, with reference to plant, machinery, production and product, as follows:

	a.		To install all necessary and required production machinery and equipment (including water treating equipment), and to add such plant, machinery and equipment as often and in such amounts as shall be necessary and required by Licensor, acting in good faith; and to maintain all such machinery and equipment at all times in first class condition so as to produce a perfect product.

	b.		In the production of the perfect finished product, to comply strictly with and conform to all of the specifications respectively current from time to time as furnished by Licensor; and to furnish samples of the finished drink, bottled and canned Dr Pepper, and water, as required from time to time by Licensor, such samples to be sent to Licensor at Licensee’s expense.

	c.		At all times to maintain Licensee’s plant, machinery and the entire premises in a very high state of cleanliness and sanitation; and, in addition, at all times to comply with all pure food laws, sanitary and public health laws and regulations in carrying on the operations hereunder.

	d.		To allow the inspection of Licensee’s plant and premises, and all materials used in the manufacturing of Dr Pepper, at all reasonable times by the representatives of Licensor.

	e.		To identify products with the date the products were manufactured. As to non-canned products, such identification shall be on the package for the products, and as to canned products, such identification shall be on the outer portion of the containers.

	f.		Licensee agrees to indemnify and hold Licensor harmless from any and all claims alleging injury, illness, death or damage arising out of the manufacture, storage or sale of Dr Pepper Trademarked Products by Licensee.

8. Licensee agrees diligently to emphasize the sale and use of Dr Pepper with the purpose of making Dr Pepper a leading drink; and to use the distinctive, authorized Dr Pepper trademarked bottles, cans, crowns and cartons, as approved by Licensor, for Dr Pepper Trademarked Products only; and to use the distinctive, authorized Dr Pepper trademarked cases in the sale and distribution of Dr Pepper. Licensee agrees and obligates himself to identify delivery trucks, auto equipment, his plant and uniforms used by Licensee prominently with Dr Pepper approved trademark identification.

9. Licensee at all times agrees not to sell Dr Pepper Trademarked Products outside the said licensed territory and not to sell such product knowingly to any purchaser who intends to place such product for sale outside the said licensed territory, and to refrain from using or

authorizing the use of Dr Pepper trademarked items or equipment for any purpose outside of his said Dr Pepper licensed territory; and to refrain from acquiring or using Dr Pepper marked bottles, cans or cases of other Dr Pepper bottlers without their consent. If any Dr Pepper Trademarked Products manufactured or distributed by the Licensee are found outside of the territory as defined in Exhibit “A” (excluding any other geographic territory, if any, which is properly licensed to Licensee by Licensor pursuant to another Dr Pepper license agreement) without the prior written approval of Licensor, then Licensee shall be deemed to have transshipped such Dr Pepper Trademarked Products and shall be deemed to be a “Transshipping Bottler.”

Licensor may impose upon any Transshipping Bottler a charge for each case of Dr Pepper Trademarked Products transshipped by such bottler. Licensee agrees to be bound by Licensor’s Transshipment Control Program in effect during the term of this Agreement. The current Transshipment Control Program is attached as Exhibit “D” . Licensor reserves the right to change the terms of the Transshipment Control Program from time to time upon thirty (30) days’ written notice to Licensee. The per-case amount of such charge shall be determined by Licensor as set forth in the Transshipment Control Program. Licensor and Licensee agree that the amount of such charge shall be deemed to reflect the damages to Licensor, the Offended Bottler and the bottling system. For purposes of this Agreement, “Offended Bottler” shall mean a bottler in any Territory into which any Dr Pepper Trademarked Products are transshipped.

Notwithstanding the foregoing, Licensor agrees that Licensee may sell Dr Pepper Trademarked Products to any and all airlines, railroads, and bus lines and companies engaged in selling food products to such passenger transportation companies for use in enroute passenger feeding and for no other purpose, provided that such airlines, railroads, bus lines, or companies engaged in selling food products to such passenger transportation companies place the products on the airplane, railroad car or bus within Licensee’s territory.

In the event Licensee declines, or is unable to service transportation, membership warehouse club stores, mass merchandisers, U.S. Military, oceangoing vessels, Federal or State prisons, and other similar accounts within Licensee’s territory, Licensor reserves the right for itself and any other Licensed Bottler to present national sales programs to, arrange to ship Products to, and to service all such accounts, and by electing to do so, Licensor shall not be deemed to have waived any of its other rights or remedies under this Agreement.

Licensee agrees that he will not solicit nor sell Dr Pepper Trademarked Products to any person or firm which may locate supplies of said drink at a central location for the purpose of redistribution to retail sales outlets of its own or otherwise, prior to the sale to the consuming public. Nothing herein shall prohibit Licensee from storing Dr Pepper Trademarked Product in locations other than its manufacturing plant, provided that such locations are under control of Licensee as a part of its bottling operation and as a convenience to its serving the territory described in Exhibit “A” , and prior to Licensee’s actual sale to retail outlets in said territory.

Licensee shall indemnify and save harmless the Licensor against all loss, costs or damage resulting to Licensor from Licensee’s violation of this Article “9”.

10. Licensee agrees to refrain from manufacturing, selling, dealing in or handling, directly or indirectly:

	a.		Any product as a substitute for, or in imitation of, or an adulteration of Dr Pepper;

	b.		Under the name or trademark of Dr Pepper, any product as a substitute for, or in imitation; of, or an adulteration of Dr Pepper;

	c.		Any product other than Dr Pepper (except such other product of Licensor as Licensee may also be licensed to manufacture and distribute) under any such name or in any such manner as might lead the customer to believe that such other product was that certain drink known as Dr Pepper; and

	d.		Any product that could be confused with Dr Pepper or that could be used unfairly with Dr Pepper.

The determination made by Licensor in good faith that any such product is a substitute for, or in imitation of, or an adulteration of, Dr Pepper, or is calculated to lead the customer to believe that it is a product of Licensor when it is not a product of Licensor, or that any product is confusing with Dr Pepper or is being used unfairly with Dr Pepper, shall be final and binding upon Licensee.

11. Licensee agrees:

	a.		At all times to aggressively, loyally and faithfully promote the sale of Dr Pepper Trademarked Products throughout every part of Licensee’s territory; to solicit continuously all dealers and other sales outlets therein in a systematic and businesslike manner through the use of sales techniques and such other personnel of Licensee’s own organization as Licensee may find necessary; and to develop an increase in the volume of sales of Dr Pepper Trademarked Products satisfactory to Licensor.

	b.		At all times to provide adequate Dr Pepper delivery, vending and dispensing equipment to supply satisfactorily the demand for Dr Pepper Trademarked Products in said territory, and to this end to add to such equipment as often and in such amounts as shall be necessary and required by Licensor, acting in good faith.

	c.		At all times to have on hand an ample supply of those distinctive, trademarked, Dr Pepper bottles, cans and pre-mix containers to supply satisfactorily the demand for Dr Pepper Trademarked Products in said territory, and to this end to add to such supply of bottles, cans and pre-mix containers in such sizes and quantities as shall be necessary to meet consumer demand and as required by Licensor, acting in good faith.

	d.		Licensee shall secure and pay for vehicle liability, public liability, products liability and commercial general liability insurance policies protecting Licensor, Licensee, and all of Licensee’s Affiliates under which or through which Licensee does business in connection with this Agreement. All such policies shall be in form and substance, and with insurance companies carrying an A. M. Best rating of “A -” (A minus) or better with a financial rating of “7” or higher, as shall be satisfactory to Licensor, and shall name Licensor as an additional insured. The vehicle liability, public liability, products liability and commercial general liability limits under such policies shall be written in such amounts as Licensor may designate from time to time, but in no event shall such limits be less than the following:

	1.		For commercial general liability, including contractual liability: $ per occurrence;

	2.		For product liability: $ per occurrence;

	3.		For vehicle liability: in the combined single limit of $ per occurrence for bodily injury and property damage; and

	4.		For employer’s liability: $ per occurrence.

Upon execution of this Agreement, Licensee shall furnish Licensor with certificates from each insurance company issuing any of such insurance policies, which certificates shall indicate that Licensor is an additional insured under such policies, and that such policies shall remain in full force and effect and will not be canceled except upon thirty (30) days’ prior written notice to Licensor. In addition, Licensee and its Affiliates shall secure and pay for all such other insurance coverage as it may be required by law to secure. Licensee and its Affiliates shall maintain Worker’s Compensation coverage in the statutorily mandated values.

The determination and judgement of Licensor as to whether or not this Article “11” is being complied with, when made in good faith, shall be sole, exclusive and final; and such

determination by the Licensor that this Article “11” is not being complied with shall, in addition to any other grounds herein mentioned, be grounds for termination of this Agreement at the option of Licensor.

12. Recognizing the importance and necessity of a vigorous and enthusiastic promotional and advertising program in the development of his licensed territory to its full potential, Licensee agrees regularly and consistently, and on a continuing basis, to advertise and promote Dr Pepper and to expend a reasonable and adequate sum each year in advertising and promotional campaigns which he undertakes and in those as planned and recommended by Licensor — including, but not limited to, any cooperative advertising arrangement Licensor may have in effect from time to time.

In connection with such promotion and advertising, Licensee agrees to submit in writing to the Licensor at its main office, for written approval, all advertising matter, sales promotional schemes, novelties or devices, prior to the use thereof, which Licensee may plan to use in connection with the merchandising and advertising of Dr Pepper, unless it is the same as is then being used by the Licensor; or is set out in the then current Dr Pepper Bottler’s catalogue or other approved promotional material.

13. During the term of this Agreement and through the calendar month following termination of this Agreement, Licensee shall provide Licensor, in the forms specified by Licensor (see EXHIBIT “F”), with the following full and complete, periodic reports:

	a.		Electronic monthly reports of total sales volume within the Territory, by sales reporting location, separated by direct store delivery (“DSD”) system, independent contractor/distributor system, and sales to other Licensed Bottlers. Sales shall be stated by Product, flavor and Authorized Container. Monthly sales to other Licensed Bottlers shall be separately stated, listing each Licensed Bottler and the amount of each Product and Authorized Container purchased thereby.

	b.		Licensee shall report all applicable volume information regarding qualified Fountain/Foodservice (“FFS”) national account customers electronically and in the prescribed format and frequency required by Licensor, which may change from time to time. Currently, the reporting frequency for local charge (“LC”) FFS volume shall be at least monthly, and frequency for national charge (“NC”) FFS volume shall be at least once per week (more frequent reports will be accepted if Licensee so prefers). Information to be reported shall include but is not limited to, the name and address of each account, the number of gallons of Fountain syrup purchased by each such account, by package and by Trademark (as defined hereinabove), with the volume of each of the Trademarks broken out separately. Licensee shall request new account customers be set up by Licensor so that Licensee may report all such information.

	c.		Specific sales information by channel, class of trade or by account, as may be reasonably requested by Licensor from time to time. Licensee agrees to supply such information within ten (10) days of such request.

	d.		The number of vending machines, glass door merchandisers, their location and volume throughput by package, by Product and Trademark on a monthly basis.

	e.		Monthly reports of total sales volume shall be sent on or before the fifth working day of the calendar month following the sales activity, or on such other day as may be reasonably specified by Licensor, and shall be sent to Licensor electronically in a format acceptable to Licensor.

	f.		Such other reports as may be reasonably requested by Licensor.

GENERAL PROVISIONS

14. Wherever in this License Agreement the singular is used, it shall include the plural; and wherever the masculine gender is used, it shall include the feminine, or neuter gender, as the case may be.

15. Nothing herein is intended to create the relationship of employer and agent as between Licensor and Licensee, and Licensee is not an agent of Licensor, but is an independent contractor. Licensor shall never be liable for any debts, acts, obligations or torts of Licensee, its agents, servants or employees.

16. Whenever performance by either party hereto of any of the obligations hereunder, other than the payment of money due, is substantially prevented by reason of an act of God, strikes, lockouts or other industrial or transportation disturbances, or any law, regulation or ordinance, or by reason of war or war conditions, performances thereof shall be excused during the continuation of the emergency and for a reasonable time thereafter. In addition, Licensor shall have the right in its own sole discretion and judgment to cut down or prorate its available product as it may deem fit and appropriate, and any such act of Licensor in any such event shall not constitute a breach of this Agreement.

17. In granting this Agreement, Licensor relies to a very large extent upon the personal integrity, business acumen, skill and diligence, loyalty and cooperativeness of Licensee. If Licensee be a sole ownership or a partnership, any change made in the form or membership of Licensee’s business shall terminate this Agreement ipso facto, without prejudice, however, to his right to make application for another Dr Pepper Bottler’s License Agreement under his new business form or device. At the time of any such change, appropriate notice thereof shall be given by Licensee to Licensor at Licensor’s principal place of business, and such notice shall be accompanied by the surrender by Licensee of his Bottler’s License Agreement.

If the Licensee be other than a natural person, Licensor, in addition to all other rights and remedies, including Licensor’s right to damages, shall have the right, on written notice to Licensee, to terminate this franchise on the happening of the following event: Any sale, transfer or other disposition of more than ten percent (10%) of the stock, or other evidence of ownership of Licensee, or Licensee’s parent, affiliate or other related organization.

In no event may this Agreement or any interest therein, be sold, sub-let, mortgaged, pledged, assigned or transferred in any manner whatsoever by Licensee, and in no event may this Agreement or any interest therein, be transferred by operation of law.

18. If Licensee should file a Petition in Bankruptcy or is hereafter adjudicated a bankrupt under the laws of the United States, or any other government or of any state or if any Petition for Reorganization under any bankruptcy law is filed by or against the Licensee during the life of this Agreement, or if Licensee enters into a composition for creditors, this Agreement shall immediately ipso facto cease and terminate, and Licensee shall have no further rights hereunder. Likewise, if Licensee is a partnership and one or more of the partners is adjudicated a bankrupt under the bankruptcy laws of the United States or any state or nation, or if any Petition for Reorganization under any bankruptcy law is filed by or against one or more of the partners, or if Licensee enters into a composition for creditors, then in any of such events this Amendment shall immediately ipso facto terminate. Furthermore, if Licensee shall become insolvent under any insolvent debtor law of any government or state, or shall become notoriously insolvent, even though not so adjudicated by any competent authority, or shall be placed in the hands of a receiver or Court-appointed liquidator or operator, or commit any act of bankruptcy or permit an attachment to be levied and remain on any of its equipment or plant for ten (10) days, then in any such event this Agreement may be terminated at the option of

Licensor by giving written notice for such termination mailed to the address of the above-mentioned plant location. Failure on the part of Licensor to exercise such option shall not in anywise limit or affect the above provisions terminating this Agreement in case of bankruptcy, reorganization or other proceeding.

Should Licensee’s business be placed in the hands of a receiver for any reason, then in any such event this Agreement may be terminated at the option of Licensor by giving written notice of such termination mailed to the address of the above-mentioned plant location.

Should Licensee for any reason close his plant and cease doing business as a Dr Pepper bottler or canner, then in any such event this Agreement may be terminated at the option of Licensor by Licensor giving written notice of such termination mailed to the address of the above-mentioned plant location, but Licensor does not waive any such option or right, nor shall Licensor be estopped from asserting same, by any non-action hereunder.

19. This Agreement is made exclusive in part for the reason that Dr Pepper Trademarked Products must be manufactured in strict accordance with the instructions and formula given the Licensee by the Licensor, or representatives of the Licensor, and sold under Licensor’s trademarks, and any violation of the same by Licensee will be regarded as a fraud upon the public, as well as upon the Licensor and as damaging to Licensor’s trademarks. The exclusive privilege thus granted to manufacture Dr Pepper Trademarked Products, and to sell Dr Pepper Trademarked Products under the Licensor’s trademarks, is for the protection of the public as well as Licensor, and to maintain the proper ingredients, proportions, and uniformity in the Trademarked Products, and to prevent foreign ingredients from being used therein.

20. This Agreement is not intended to, nor shall it be construed, to give Licensee any right, title or interest in any of the trademarks, trade names, secret formula, advertising slogans or copyrighted materials belonging to Licensor, but only gives the Licensee the right to use any such trademarks, trade names, advertising matter or copyrighted material as a licensee, and then only to the extent and in the manner, time and places permitted herein and subject to all of the terms and conditions hereof, and only for so long as this Agreement remains in effect. This Agreement shall not in any way be construed to interfere with or limit the use of said Dr Pepper trademarks, trade names, slogans, labels, copyrighted material or advertising matter by the Licensor or Licensor’s other licensees or appointees in said territory or in any other territory, or by other duly licensed Dr Pepper bottlers in other territories or by the Licensor or its vendees and privies in the Dr Pepper post-mix business anywhere, including all Licensor’s vendees and privies in the sale of fountain vending syrup and in fountain trade business anywhere, even in the said licensed territory, it being understood that the privilege given Licensee herein is confined only to those certain Dr Pepper Trademarked Products in bottles and cans and pre-mix containers as are set forth and described in Exhibit “B” attached hereto and made a part hereof, and is confined to the territory described in Exhibit “A” .

21. Human Rights and Ethical Trading, and the Environment . Licensor has adopted a Human Rights and Ethical Trading Policy, and an Environmental Policy. These policies are available at www.[ ].com and are incorporated herein by reference. Licensor and Licensee each agree to integrate these standards and commitments into the way we each run our businesses globally to address such concerns. Each Party hereby warrants and agrees to review and adhere to these policies, and to achieve high ethical and environmental standards and social responsibility in our respective business practices and production supplies.

22. Except as may be provided expressly to the contrary in other provisions of this Agreement (in which event the specific provisions for termination shall control), the violation of any one or more of the terms of this Agreement by the Licensee, or the failure of Licensee within the exclusive judgment of the Licensor to comply faithfully with

any of the duties or obligations of Licensee, as above set out, shall entitle Licensor, at its sole option and discretion, to terminate all or part of this Agreement as to all or part of the territory by giving written notice mailed to Licensee by registered or certified mail and addressed to Licensee’s above-mentioned place of business; and, upon notice being given of such termination as herein provided, this Agreement and all rights of Licensee hereunder shall be terminated and at an end, without the necessity of resorting to any court or other proceedings.

The judgment and determination of Licensor, when made in good faith, as to the failure of Licensee to comply with any of the terms of this Agreement shall be and is hereby made conclusive and final. The failure of Licensor to exercise its option to forfeit or terminate all or part of this Agreement on account of any one or more breaches of any of the covenants or obligations to be performed by Licensee shall never operate or be construed as a waiver of such covenant or obligation, nor as a waiver or an estoppel to assert the rights to forfeit or terminate this Agreement for any contemporaneous or subsequent breaches of the same covenant, provision or agreement, or of any other of the covenants or agreements on the part of the Licensee.

If termination by Court proceedings is resorted to, the giving of previous notice by mail shall not be necessary.

23. Upon termination of all or part of this agreement for any cause and in any manner, any indebtedness which may then be owing by Licensee to Licensor shall become due and payable immediately.

24. Upon the termination of this Agreement for any cause and in any manner:

	a.		Licensee shall immediately discontinue the use of the name or words “Dr Pepper” in connection with his corporate or other business name, as well as in any other manner or use whatsoever.

	b.		Licensee shall immediately discontinue the production and sale of the Dr Pepper Trademarked Products and any other item bearing the “Dr Pepper” trademark.

	c.		Licensee shall immediately surrender up this written Agreement by returning the same by registered or certified mail to Licensor at its main office.

	d.		Licensee shall only at the option of Licensor, and at the request of Licensor, turn over and deliver to Licensor or to such person as may be designated by Licensor, all unused Dr Pepper advertising matter in the possession of Licensee. Should Licensor exercise this option, it will pay for such advertising matter as is current (not obsolete) and in good condition, the price Licensor received therefor, taking into consideration Licensor’s contribution to any co-op marketing program that may have been used to purchase same; or, as to matter not obtained from Licensor, Licensor shall pay a price agreed upon by the parties hereto not in excess of the price paid by Licensee therefor.

	e.		Licensee shall resell to Licensor, at the same price at which it was sold to Licensee, any Dr Pepper concentrate then on hand in good merchantable condition (and for the repurchase of such, Licensor hereby obligates itself).

	f.		Licensee shall destroy immediately any Dr Pepper concentrate then on hand and not in good and merchantable condition in the presence of Licensor’s representative.

	g.		Licensor shall forthwith have the option to purchase from Licensee all or any part of the trademarked Dr Pepper bottles, cans, pre-mix containers, and cases which Licensee then has on hand. In the event said option to purchase is exercised, Licensee agrees to deliver over promptly to Licensor or assigns, all such bottles, cans, pre-mix containers, and cases upon tender of payment of the reasonable value thereof — less the full amount of any accounts that may be owed to Licensor by Licensee.

Furthermore, it is agreed that in the event any of Licensee’s returnable trademarked Dr Pepper bottles, cans, pre-mix containers, and/or cases are unredeemed in trade accounts in Licensee’s territory at the time of termination of this Agreement, Licensor or its assigns, at its option, may refund to any such trade account the deposit paid by him on said bottles, cans, pre-mix containers, and/or cases, and hold the redeemed properties for Licensee’s account. Thereafter within ten (10) days following receipt of notice that said properties are so held for him, Licensee will pick up said properties after first reimbursing the Licensor or its assigns for the deposits so refunded, together with reasonable compensation for picking up the same, and paying to Licensor the full amount of any accounts that may be owed to Licensor by Licensee. If reimbursement is not made and delivery taken by Licensee within such ten (10) days, Licensee agrees that title to such properties shall be deemed automatically transferred from Licensee to Licensor, or its assigns, without further act or instrument in consideration of the deposits refunded and pickup service rendered by Licensor, or its assigns.

25. Should Licensee hold as licensee from Licensor any other license agreement or agreements, then upon any termination or cancellation of this Agreement, Licensee’s other license agreement or agreements shall ipso facto cease and terminate at the same time without the necessity of any further act or action or notice to be taken or given by either of the parties hereto.

26. While Licensor agrees that it will not, during the existence of this Agreement, grant to any other party the right or license to sell, vend or distribute the Dr Pepper Trademarked Products in the territory covered by this License Agreement, it is further understood and expressly provided that Licensor shall not be obligated to prevent any third party from manufacturing, selling, vending or distributing Dr Pepper in bottles, cans, and/or in pre-mix form in the aforesaid territory, or be in any wise liable in damages to Licensee for failure to prevent any such act by any such third party.

In the event of a dispute with respect to territorial boundaries between adjacent Licensees, Licensor shall have the right to decide such dispute in its sole discretion, and any such decision shall be final and binding upon the parties.

27. It is understood and agreed that this License Agreement and Exhibits “A” to “E” attached hereto contain the complete and only agreement between the Licensor and Licensee with respect to the rights relating to the manufacturing and selling, as approved by Licensor, the Dr Pepper Trademarked Products as described in said Exhibit “B” pertaining to the licensed territory described in said Exhibit “A” ; and it cancels all and any previous licenses and agreements between the parties pertaining to said territory.

28. It is fully understood and agreed that Licensee may terminate this Agreement at any time upon giving Licensor ninety (90) days written notice by registered or certified mail, and surrendering this License Agreement at the time of giving notice.

29. This Agreement is subject to the approval of Licensor at its main office in Plano, Texas (or at such other place as its main office may be at a particular time), and shall not be in force and effect until it has been accepted and signed by Licensor, by the President or Vice President of Licensor, at its main office, after having been signed and executed properly by Licensee, and until it has been delivered to Licensee by manual delivery or by depositing by Licensor in the United States Mail in the city in which Licensor’s main office is situated, addressed to Licensee at its above-mentioned place of business.

30. This License Agreement shall not be altered or changed except in writing and any such alteration or change shall not be in full force and effect until it has been accepted and signed by Licensor, by the President or Vice President of Licensor, at its main office, after having been signed and executed properly by Licensee, and until it has been delivered to Licensee by manual delivery or by depositing by Licensor in the United States Mail in the city in which Licensor’s main office is situated, addressed to Licensee at its above-mentioned place of business.

31. This Agreement is made at Plano, Texas, and shall be construed and interpreted in accordance with the laws of the State of Texas, and the remedies for its enforcement or breach are to be applied pursuant to and in accordance with said laws.

In the event any provision of this Agreement shall be found contrary to law, such finding shall not in any way affect the other provisions of this Agreement which shall, notwithstanding, continue in full force and effect.

WITNESS THE HANDS in duplicate of the Licensor and Licensee. The effective date of this Agreement shall be the day of , 20___.


[LICENSOR],				[LICENSEE],
Licensor				Licensee


By:				By:


Title:				Title:


Date:				Date:

EXHIBIT “A”
TERRITORY

EXHIBIT “B”
DR PEPPER TRADEMARKED PRODUCTS

EXHIBIT “C”
DR PEPPER LICENSE APPLICATION

See Attached
Or Not Applicable

EXHIBIT “D”
DR PEPPER TRANSSHIPMENT POLICY

EXHIBIT “E”

CADBURY SCHWEPPES AMERICAS BEVERAGES
ELECTRONIC CASE SALES REPORTING AGREEMENT

Exhibit 10.10

[LICENSOR]
FORM OF DR PEPPER FOUNTAIN CONCENTRATE AGREEMENT

BY THIS AGREEMENT, [Licensor], Plano, Texas (“Company”) does hereby grant to the undersigned ________________________ (“Grantee”) the non-exclusive right to manufacture DR PEPPER fountain syrup, prepared according to specifications furnished by Company from DR PEPPER fountain concentrate acquired from Company, and to package, sell and distribute under the DR PEPPER trademark such syrup in Transfer Tanks, in five-gallon bag-in-box containers, and in one gallon containers only, as approved by Company and no other, only in the territory set out in the Dr Pepper Bottler’s License Agreement No. ______ and not elsewhere. Company reserves the right to manufacture and sell DR PEPPER fountain syrup in any form directly to any customer within said territory and the right to appoint others to do so. Company agrees to exercise the right to manufacture and sell Dr Pepper fountain syrup in any form directly to any customer only in the event that (1) any customer in the Territory refuses to take delivery from Grantee, or Grantee refuses to provide delivery to any customer in the Territory.

Company will sell DR PEPPER fountain concentrate to Grantee. Grantee hereby further agrees:

1. To use only those containers, bags, boxes, pumps, tubing/fittings, labels and closures approved by Company in the packaging of said syrup.

2. To maintain a production facility in full compliance with all pure food, sanitation and public health laws. In the event that Grantee is asked to manufacture Dr Pepper products for or on behalf of any other Dr Pepper licensee, and/or in the event Grantee is asked to produce Dr Pepper concentrate or syrup for any other Dr Pepper licensee, then in any such event Grantee shall report that request to Company as soon as possible, and in any event by no later than one week after such request is made of Grantee, and in no event may Grantee produce or ship Dr Pepper concentrate to any other Dr Pepper licensee without Company’s prior written consent. Company reserves the right to determine, in its sole and absolute discretion, whether and when to approve or consent to allow Grantee to manufacture Dr Pepper products or concentrate for any other licensed Dr Pepper bottler, and Company reserves the right in its sole and absolute discretion to determine any terms or conditions pursuant to which or upon which any such consent may be conditioned or contingent. In the event that Grantee should decide or determine for any reason that it will stop manufacturing or producing any Dr Pepper trademarked product, including Dr Pepper concentrate and syrup, then in any such event Grantee shall provide to Company written notification at least six months prior to the date on which Grantee will stop such manufacturing or producing.

3. To allow Company personnel to inspect from time to time all production facilities and all materials used in connection with this Agreement.

4. To furnish Company, at Grantee’s expense, samples of the finished fountain syrup from time to time as required by Company.

5. Not to sell DR PEPPER fountain syrup to any purchaser for sale or distribution by such purchaser outside of the territory set out in the said Dr Pepper Bottler’s License Agreement, without prior written approval from Company.

6. That, except where this Agreement contains different terms, to abide by all of the terms and conditions of said Dr Pepper Bottler’s License Agreement.

Any violation of any of the above terms shall be sufficient cause for Company to cancel this Agreement immediately. In addition, Company may also cancel this Agreement at any time and for any or no reason upon three (3) months prior written notice. In the event that sufficient cause does not exist which would otherwise entitle the Company to invoke its right to cancel the Agreement immediately, the cancellation shall be effective on the ninety-first (91 ^st ) day following the Company’s mailing or sending of its written notice of termination.

Notwithstanding the foregoing, any termination of the said Dr Pepper Bottler’s License Agreement shall operate to terminate this Agreement effective automatically and at the same time as the termination of the said Dr Pepper Bottler’s License Agreement. However, this Agreement may be terminated, with or without sufficient cause, without terminating the said Dr Pepper Bottler’s License Agreement.

WITNESS THE HANDS in duplicate of the parties this ___day of _______________, 20___.


[LICENSOR]				[BOTTLER]
				(City, State)

By				By


Title				Title

Exhibit 10.11

AGREEMENT

BETWEEN

CBI HOLDINGS INC.

AND

LARRY YOUNG

DATED AS OF OCTOBER 15, 2007

TABLE OF CONTENTS


		PAGE
1.	DEFINITIONS.	1
2.	TERM.	5
3.	POSITION AND DUTIES.	5
4.	COMPENSATION.	6
5.	TERMINATION.	7
6.	COMPENSATION UPON TERMINATION OF EMPLOYMENT.	8
7.	FURTHER BENEFITS.	18
8.	RIGHT TO TERMINATE; SOURCE OF PAYMENTS.	18
9.	AMENDMENTS; WAIVER.	19
10.	BINDING AGREEMENT.	19
11.	ASSIGNMENT.	19
12.	NOTICES.	19
13.	ENTIRE AGREEMENT.	20
14.	CONFIDENTIALITY.	20
15.	NON-COMPETITION AND NON-SOLICITATION.	22
16.	JUDICIAL AMENDMENT.	23
17.	IRREPARABLE INJURY.	24
18.	HEADINGS.	24
19.	WITHHOLDING.	24
20.	OTHER PLANS.	25
21.	ARBITRATION.	25
22.	VALIDITY; APPLICABLE LAW.	26

AGREEMENT

This AGREEMENT (the “Agreement”) is made and entered into as of the 15th day of October, 2007, by and between CBI Holdings Inc. and Larry Young (“Executive”).

WITNESSETH:

WHEREAS, Executive is employed as an officer of CBI Holdings Inc. or its subsidiaries (collectively “CBI”) and is devoting Executive’s ability, time, effort and energy to the affairs of CBI; and

WHEREAS, CBI considers the continuance of a sound and vital management to be essential to protecting and enhancing the best interests of CBI and its shareholders; and

WHEREAS, CBI desires to assure itself of retaining the services of Executive and to reward Executive for Executive’s valuable, dedicated service to CBI;

WHEREAS, CBI and Executive are parties to an employment agreement dated as of May 1, 2006 (the “Prior Agreement”); and

WHEREAS, the parties desire to amend and restate the Prior Agreement, generally effective as of October 15, 2007.

NOW, THEREFORE, in consideration of the premises and the mutual promises herein contained, the parties hereto covenant and agree as follows:

1. DEFINITIONS .

The following terms, as used herein, have the following meaning:

under the AIP has not yet been set for the then current year, the target annual bonus opportunity in effect for Executive under the AIP for the immediately preceding year shall be used as the Executive’s target annual bonus opportunity. If Executive has been promoted to a band in CBI’s salary structure having a minimum higher target annual bonus opportunity under the AIP, but has not yet had his/her target annual bonus opportunity increased to the minimum target annual bonus opportunity applying to others at that band, such increased target annual bonus opportunity nonetheless shall be used to calculate the Executive’s Target AIP hereunder.

(b) Cause . Termination for “Cause” shall mean termination by CBI of Executive’s employment for Executive’s:

(i) willful failure to substantially perform Executive’s duties with CBI;

(ii) breach of Executive’s duty of loyalty toward CBI;

(iii) commission of an act of dishonesty toward CBI, theft of CBI’s corporate property, or usurpation of CBI’s corporate opportunities;

(iv) unethical business conduct including any violation of law connected with Executive’s employment at CBI; or

(v) conviction of any felony involving dishonest or immoral conduct.

For purposes of this Section 1(b), an act or failure to act by Executive shall be considered “willful” only if Executive’s conduct was not in good faith and Executive lacked a reasonable belief that Executive’s act or omission was in the best interests of CBI.

(d) Competitor . For purposes of this Agreement, “Competitor” means an individual, partnership, firm, corporation or other business organization or entity that materially competes with a significant business owned or operated by CBI, its parent companies, or affiliates as of the Date of Termination, the names of which shall be made available to Executive at the time of Executive’s separation from the CBI and upon reasonable request. As of the date of this Agreement, the definition of a Competitor includes, but is not limited to, the following businesses: The Coca-Cola Company, PepsiCo, Inc., Nestlé S.A., Kraft Foods Inc., Hershey Foods Corporation, Ferrero SpA, Mars, Incorporated, Groupe Danone S.A., and Wm. Wrigley Jr. Company. The list of companies set out above or provided to Executive shall be deemed to include all direct and indirect subsidiaries and divisions of these companies.

(e) Date of Termination . “Date of Termination” shall mean the date Executive’s employment with CBI is terminated.

(f) Disability or Disabled . “Disability” or “Disabled” shall mean Executive’s inability, because of incapacity due to physical or mental illness or injury and notwithstanding reasonable accommodation, to perform the essential functions of Executive’s position with CBI on a full-time basis for at least six consecutive months.

(g) Equity Incentive Plans . “Equity Incentive Plans” shall mean any stock option, stock purchase or other stock incentive plan maintained by CBI Holdings Inc. or any parent or affiliated company.

(h) Good Reason . Termination for “Good Reason” shall mean a termination by Executive of Executive’s employment with CBI for any of the following reasons:

(i) CBI’s failure to perform any of its material obligations under this Agreement;

(ii) unless otherwise agreed or waived, notice of a proposed relocation by CBI of Executive’s principal place of employment to a site outside a fifty (50) mile radius of the current site of Executive’s principal place of employment; or

(iii) the failure by a successor in interest to CBI to expressly assume CBI’s obligations under this Agreement.

A termination by Executive for Good Reason may not occur unless the Executive has given notice to CBI within 90 days of Executive’s knowledge of the initial existence of a condition described in clauses (i) through (iii) above, and CBI shall have a period of at least thirty (30) days (the “Correction Period”) during which it may remedy the condition. If CBI remedies the condition within the Correction Period, Executive may not terminate for that Good Reason event.

A termination for “Good Reason” may occur only within thirty (30) days following the expiration of the Correction Period.

(i) Notice of Termination . “Notice of Termination” shall mean a notice that (i) indicates the specific termination provisions in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provisions so indicated, and (iii) is given in conformity with the provisions of Section 12 of this Agreement.

(j) Qualified Pension Plan . “Qualified Pension Plan” shall mean each pension plan adopted by CBI Holdings Inc., as such plan may be in effect from time to time, in which Executive is eligible to participate and which is intended to be qualified under Section 401(a) of the Code.

(k) Nonqualified Pension Plan . “Nonqualified Pension Plan” shall mean each pension plan adopted by CBI Holdings Inc., as such plan may be in effect from time to time, in which Executive is eligible to participate, but only to the extent such plan is designed to provide benefits which would otherwise be provided in the Qualified Pension Plan but for the limitations of the Code.

(l) Pension Plans . “Pension Plans” shall mean, collectively, the Qualified Pension Plans and the Nonqualified Pension Plans.

(m) Without Cause . Termination “Without Cause” shall mean a termination by CBI of Executive’s employment for any reason other than death, Disability, or Cause.

2. TERM .

The term of this Agreement shall commence on the date first set forth above , and shall continue thereafter for a period of ten (10) years, at which time it shall expire unless sooner terminated in accordance with the provisions of this Agreement or by mutual written agreement of the parties on such terms and conditions as such written agreement may specify.

3. POSITION AND DUTIES .

(a) Executive shall serve in such executive capacity as CBI may determine from time to time and with such authority, duties and responsibilities as are commensurate with such position and as are typically performed by executives holding such position in business organizations of a size and nature similar to that of CBI, and

shall perform such other services for CBI and its affiliated companies as may be assigned to Executive from time to time by the Board of Directors of CBI and as are consistent with the position of an executive officer.

(b) Executive shall devote substantially all of Executive’s business time and attention to the business and affairs of CBI and shall perform the duties set forth herein faithfully and diligently and to the best of Executive’s ability, experience and talents, acting solely in the best interest of CBI and subject to the lawful direction of the Board of Directors of CBI. Executive agrees to abide by all Bylaws, policies, practices, procedures and rules of CBI. During the term of this Agreement, Executive agrees not to be employed by or perform services for any other person, business or organization without the prior written consent of the Board of Directors of CBI; provided, however, (1) that nothing in this Section 3(b) shall prevent Executive from devoting a reasonable amount of time to charitable, municipal or public service work or service on the boards of directors of other companies so long as such work and service does not interfere with Executive’s employment pursuant to this Agreement or otherwise violate any term or provision of this Agreement and (2) that service on the board of directors of another company requires approval in writing in advance from the Chairman and Chief Executive Officer of Cadbury Schweppes plc or its successor.

4. COMPENSATION .

As full compensation to Executive for the performance of the services hereunder and for Executive’s acceptance of the responsibilities described herein, CBI agrees to pay Executive and Executive agrees to accept the following salary and other benefits during the term of this Agreement and any extension hereof.

(a) Base Salary . CBI shall pay Executive a base salary at an annualized rate equal to Executive’s current base salary as of the date hereof or at such higher rate as the Compensation Committee or Board of Directors of CBI may from time to time determine at their sole discretion, payable in accordance with the standard payroll practices of CBI. The base salary shall be subject to all applicable withholding and other taxes that Executive is obligated to pay or that CBI may be required by law to withhold from time to time.

(b) Compensation and Benefit Programs . Executive shall be entitled to participate in all employee compensation and benefit plans, programs and practices of CBI or CBI’s parents or affiliates now or hereafter made generally available to CBI’s senior executives, as such programs may be in effect from time to time, including incentive compensation, equity compensation, health, welfare and retirement arrangements.

(c) Expenses . Executive shall be entitled to receive proper reimbursement by CBI for all reasonable, out-of-pocket expenses incurred by Executive (in accordance with the policies and procedures established by CBI for its senior executives) in performing services under this Agreement, provided Executive submits reasonable documentation for such expenses.

5. TERMINATION .

Subject to the provisions of Section 6, employment pursuant to the terms of this Agreement shall terminate upon the occurrence of any of the following events:

(a) expiration of term;

(b) written Notice of Termination by CBI;

(d) Executive’s death;

(e) Executive’s Disability.

6. COMPENSATION UPON TERMINATION OF EMPLOYMENT .

The following will apply upon termination of employment pursuant to the terms of this Agreement.

(a) Termination Upon Expiration of Term . In the event this Agreement expires at the end of the term hereof in accordance with Section 2 and Executive’s employment is terminated by CBI on or after such expiration and termination, Executive shall be entitled to receive the base salary, benefits and AIP owing to Executive as of the Date of Termination, in accordance with the applicable terms and provisions of the employee benefit plans, the AIP and CBI’s policies and practices. Executive’s rights under Equity Incentive Plans and any other similar plans in which Executive is a participant shall be governed by the terms and conditions of the Equity Incentive Plans and such other plans (respectively), copies of which have been or will be made available to Executive. CBI shall have no further obligations to Executive under this Agreement.

(b) Termination for Cause or Not for Good Reason . If during the term of this Agreement, Executive’s employment is terminated for Cause or if Executive effects termination other than for Good Reason, CBI shall pay Executive his or her full salary through the effective date of such termination at the rate in effect on the date CBI or Executive, as the case may be, notifies the other party of such termination, and CBI shall have no further obligations to Executive under this Agreement. In the event of such

termination, Executive shall not be entitled to receive any payment under the AIP for the year in which Executive’s Date of Termination occurs or any later year.

(c) Termination Without Cause or for Good Reason . If CBI shall terminate Executive’s employment Without Cause during the term of this Agreement, or if Executive shall terminate Executive’s employment for Good Reason during the term of this Agreement, then Executive shall be entitled to receive the base salary, benefits and AIP owing to Executive as of the Date of Termination, in accordance with the applicable terms and provisions of the employee benefit plans in which Executive is a Participant, the AIP and CBI’s policies and practices. CBI shall have no further obligations to Executive under this Agreement; provided, however, that, subject to the satisfaction of the conditions in Sections 6(f) and 6(g) hereof, and provided that Executive complies with the covenants of non-disclosure, non-solicitation and non-competition contained in Sections 14 and 15 of this Agreement, Executive shall be entitled to the payments and benefits specified in this Section 6(c). In the event of a breach by Executive of any of his obligations pursuant to Sections 14 or 15, CBI’s payment obligations pursuant to this Section 6(c) shall cease immediately as of the date of such breach, and CBI shall have no further obligations to Executive under this Agreement.

(i) Salary . CBI shall pay to Executive an amount equal to Executive’s annual base salary. Such amount shall be paid in a lump sum within thirty (30) days of the Date of Termination.

(ii) AIP . CBI shall pay to Executive an amount equal to Executive’s Target AIP award, as defined in Section 1(a). Such amount shall be paid in a lump sum within thirty (30) days of the Date of Termination. CBI shall also pay

to Executive his pro rata portion of his actual AIP award under the AIP for the year in which the Date of Termination occurs. Such payment shall be calculated in accordance with the AIP. Such pro rata amount shall be paid to Executive by CBI in a lump sum within two and one-half months following the end of the year in which the Date of Termination shall have occurred. The payments under this Section 6(c)(ii) shall be made in lieu of any and all payments otherwise due under the AIP for the year in which Executive’s Date of Termination occurs or any later year. In addition to the foregoing, CBI shall pay Executive any accrued award Executive may have earned under the AIP for any CBI fiscal year prior to the Date of Termination which has not been paid.

(iii) Continuation Payments . Subject to offset as provided in the last sentence of this Section 6(c)(iii), CBI shall pay Executive an amount equal to the aggregate of Executive’s annual base salary plus Executive’s Target AIP, as defined in Section 1(a), in effect on the Date of Termination. Such amount will be paid ratably by CBI to Executive within the regular payroll cycles during the 12 month period following the Date of Termination, unless such amount exceeds an amount (“Unrestricted Amount”) equal to two times the lesser of (A) the Executive’s annual compensation based on the annual rate of pay from CBI for the calendar year preceding the calendar year of the Date of Termination (adjusted for any increase in such annual rate of pay during the calendar year of the Date of Termination that was expected to continue indefinitely if the Executive had not terminated employment) and (B) the maximum amount that can be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code. If the

amount exceeds the Unrestricted Amount, then no more than the Unrestricted Amount may be paid in the six months following the Executive’s Date of Termination and the monthly pro rata payments shall be reduced to comply with this limitation. If the monthly payments are reduced to comply with such limitation, any amount not paid in the initial six months following the Date of Termination shall be paid in a lump sum six months and two days after the Date of Termination and thereafter the ratable payments shall continue through the remainder of the 12 month period following the Date of Termination. If Executive secures full time employment within such twelve (12) month period, then commencing on the date of such new employment, the payments under this Section 6(c)(iii) shall be offset by the base salary Executive earns from such new employer and the target annual bonus or other cash bonus established for Executive by such new employer, in each case pro-rated to reflect the amount of such new base salary and bonus which is allocable to the remainder of such twelve (12) month period, calculated by multiplying such award by a fraction, the numerator of which is the number of weeks commencing on the date of new employment through the end of such twelve (12) month period, and the denominator of which is 52.

(iv) Benefit Plans . CBI shall continue Executive’s participation in the medical, dental and vision plans of CBI (or shall provide equivalent benefits) for a period of twelve (12) months following the Date of Termination at the same rates as an active employee or, if earlier, the commencement of equivalent benefits by Executive’s new employer; provided that if Executive shall die before the

expiration of the period during which CBI would be required to continue Executive’s participation in such plans, the participation of Executive’s surviving spouse and family in such plans shall continue throughout such period at the same rates as an active employee to Executive’s surviving spouse and family. Executive’s participation in CBI’s life and disability plans and Executive’s travel accident insurance under CBI’s group plan shall terminate on the Date of Termination. Following termination of coverage under any CBI benefit plan, Executive may continue coverage at Executive’s own expense if permitted by the terms of the applicable plan. At Executive’s option, Executive may continue medical coverage under COBRA at Executive’s own expense for the maximum period provided by COBRA, calculated from the Date of Termination, unless otherwise provided by law. Within sixty (60) days of the Date of Termination, Executive may, at Executive’s option, surrender Executive’s CBI company car or purchase such vehicle at a price equal to the greater of (i) 100% of its wholesale value, or (ii) the remaining lease payments; provided, that the price shall, in no event, be less than fair market value as of the Date of Termination of the company car as determined in good faith by CBI. Executive’s participation in CBI’s Employee Services Allowance (“ESA”) shall end on the Date of Termination, and no ESA payments regularly scheduled to be paid after the Date of Termination shall be paid to Executive.

(v) Qualified Pension Plan . CBI shall pay Executive, in a lump sum within sixty (60) days of the Date of Termination, an amount equal to the difference, if any, between the present value of Executive’s accrued benefit,

whether or not vested, as of the Date of Termination under the Qualified Pension Plan, and the present value of the vested portion of such accrued benefit, with such difference to be calculated, to the extent relevant, using the actuarial assumptions and interest rates specified in the Qualified Pension Plan. The vested portion of such accrued benefit, if any, shall be paid in accordance with the provisions of the Qualified Pension Plan.

(vi) Nonqualified Pension Plan . CBI shall pay Executive an amount equal to the lump sum which would have been payable under the Nonqualified Pension Plan had Executive (A) been completely vested in Executive’s full accrued benefit under the Nonqualified Pension Plan, (B) been eligible for normal retirement under the Nonqualified Pension Plan, and (C) retired as of the Date of Termination. Such benefit shall be calculated, to the extent relevant, using the actuarial assumptions specified in the Nonqualified Pension Plan. The payment under this Section 6(c)(vi) shall be paid within six months and two days of the Date of Termination, and shall be made in lieu of any and all payments otherwise due under the Nonqualified Pension Plan.

(vii) Outplacement and Job Search Expenses . CBI will, at its expense, make available to Executive the services of an outplacement firm designated by CBI. In addition, CBI will reimburse Executive for reasonable out-of-pocket job search expenses incurred by Executive for a period of up to twelve (12) months following the Date of Termination, provided that such expenses shall not exceed $300 per month and shall be properly documented.

(viii) Equity Incentive Plan; Other Benefit Plans . Executive’s right to exercise options under the Equity Incentive Plans, and right to receive benefits under any other similar plans (if any) in which Executive is a participant shall be governed by the terms and conditions of the Equity Incentive Plans and such other plans (if any), copies of which have been made available to Executive.

(d) Termination Due to Death . The employment of Executive under this Agreement shall terminate upon Executive’s death. In the event of the death of Executive during the term of his employment hereunder, CBI shall have no further obligations to Executive under this Agreement, except that the estate or any other legal representative of Executive shall be entitled to receive the following:

(i) Base Salary . CBI shall pay to Executive’s estate or other legal representatives the base salary as provided in Section 4(a) above, at the rate in effect at the time of Executive’s death through the end of the month in which Executive dies.

(ii) AIP . CBI shall pay to Executive’s estate or other legal representative the pro-rata portion of Executive’s Target AIP award under the AIP for the year in which Executive’s death occurs. Such payment shall be calculated by multiplying such Target AIP award by a fraction, the numerator of which is the number of weeks in the applicable year which precedes the date of death and the denominator of which is 52. Such amount shall be paid by CBI in a lump sum within thirty (30) days of the date of death. The payments under this Section 6(d)(ii) shall be made in lieu of any and all payments otherwise due under the AIP for the year in which Executive’s death occurs.

(iii) Equity Incentive Plans; Other Benefit Plans . Executive’s right to exercise options under the Equity Incentive Plans, and right to receive benefits under any other similar plans (if any) in which Executive is a participant shall be governed by the terms and conditions of the Equity Incentive Plans and such other plans (if any), copies of which have been made available to Executive.

(iv) Other Benefits . CBI shall pay to Executive’s estate or other legal representative all of the amounts and shall provide all benefits generally available under the employee benefit plans, and the policies and practices of CBI, determined in accordance with the applicable terms and provisions of such plans, policies and practices.

(e) Termination Due to Disability . The employment of Executive under this Agreement shall be terminated on the date that Executive becomes Disabled, as determined by the written opinion of the licensed physician regularly attending Executive. If CBI disagrees with this opinion, CBI may, at its own expense, engage a second physician to examine Executive. If Executive’s physician and CBI’s physician agree in writing that Executive is or is not Disabled, their written opinion shall, except as otherwise set forth in this paragraph 6(e), be conclusive as to Executive’s Disability. If the physicians disagree as to Executive’s Disability, they shall select a third physician to make the determination, whose written opinion shall be conclusive and binding on the issue of Disability. The date of any written opinion conclusively finding Executive to be Disabled shall be the effective date of Disability for purposes of this paragraph 6(e). In the event of termination due to Disability, CBI shall have no further obligations to

Executive under this Agreement, except that Executive shall be entitled to receive the following:

(i) Base Salary . CBI shall pay Executive the base salary as provided in Section 4(a) above at the rate in effect at the time Executive becomes Disabled through the end of the month in which Executive’s employment terminates due to Disability.

(ii) AIP . CBI shall pay Executive the pro-rata portion of Executive’s Target AIP award under the AIP for the year in which Executive’s Disability occurs, computed as in Section 6(d)(ii) above but substituting Disability for death. The payments under this Section 6(e)(ii) shall be made in lieu of any and all payments otherwise due under the AIP for the year in which Executive’s Disability occurs.

(iii) Equity Incentive Plans . Executive’s right to exercise options under the Equity Incentive Plans shall be governed by the terms and conditions of the Equity Incentive Plans, copies of which have been made available to Executive.

(iv) Other Benefits . CBI shall pay to Executive the amounts and shall provide all benefits generally available to similarly situated executives under the employee benefit plans, and the policies and practices of CBI, determined in accordance with the applicable terms and provisions of such plans, policies and practices.

other employment, any continuation payments otherwise due Executive shall be subject to offset as provided in Section 6(c)(iii) above.

(g) Release of Claims . Any other provisions of this Agreement notwithstanding, Executive shall not be entitled to any compensation under Section 6(c)(i) through 6(c)(vii) hereof following termination of employment unless and until Executive shall have executed a release of all of Executive’s rights and claims (other than to compensation or other matters to which Executive is entitled under this Agreement following termination of employment) against CBI, its officers, directors, agents, servants, and employees, and their respective successors, assigns, insurers, parent companies, subsidiaries, and affiliates with respect to all matters relating to CBI or its parent companies, subsidiaries, or affiliates existing at the time of Executive’s execution of the release, and such release has become binding upon and irrevocable by the Executive. The release shall be in substantially the form of Exhibit A hereto, or such variation thereof as CBI reasonably determines to be necessary to comply with then applicable law or otherwise appropriate to secure a release of all the aforesaid rights and claims of Executive. If a release satisfactory to CBI has not become binding and irrevocable within sixty (60) days after the Date of Termination, the conditions of this Section 6(g) shall not be satisfied, the Executive shall not have any right to the compensation provided under Section 6(c)(i)-(vii), each of which is additional compensation to which the Executive would otherwise not be entitled, and CBI shall have no further obligations to Executive under this Agreement.

(h) In the event that CBI subsequently determines that termination for Cause was warranted, CBI may cease payments and benefits hereunder and the Executive is required to repay to CBI each of the payments and benefits set forth in Section(c)(i)-(vii).

7. FURTHER BENEFITS .

Upon termination of the employment of Executive, Executive shall accrue no further benefits under the Pension Plans and shall make no further contributions to any Pension Plan or other benefit plan permitting employee contributions.

8. RIGHT TO TERMINATE; SOURCE OF PAYMENTS .

(a) Right to Terminate by CBI . CBI may terminate Executive’s employment at any time upon written notice to Executive subject to Executive’s right to receive the payments and benefits specified in this Agreement.

(b) Right to Terminate by Executive . Executive may terminate his or her employment with CBI at any time for Good Reason or otherwise upon written notice to CBI, subject to Executive’s right to receive the payments and benefits specified in this Agreement.

(c) Source of Payments . All payments provided for in this Agreement shall be paid in cash from the general funds of CBI or from any special or separate trust or fund to be established in connection herewith. To the extent that any person acquires a right to receive payments from CBI hereunder, whether or not any funds are segregated by CBI for such purpose, such right shall be no greater than the right of an unsecured creditor of CBI.

9. AMENDMENTS; WAIVER .

This Agreement may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. The waiver by either party of compliance with the provisions of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by such party. Notwithstanding the foregoing, CBI may amend this Agreement to the extent it determines in good faith that an amendment is necessary to comply with the requirements of Section 409A of the Code, provided that such amendment preserves, as near as possible, the economic benefits of the Agreement to both parties. The provisions of Sections 14, 15, 16, 17 and 21 shall survive termination of this Agreement.

10. BINDING AGREEMENT .

This Agreement shall be binding upon and inure to the benefit of the parties hereto, any successors to the business of CBI, Executive’s heirs and the personal representatives of Executive’s estate.

11. ASSIGNMENT .

This Agreement shall not be assigned by either Executive or CBI except that CBI may assign this Agreement to any successor in interest of CBI whether by merger, consolidation, purchase of assets or otherwise, provided, however, that in connection with such an assignment CBI will require a successor in interest to fully assume all of CBI’s obligations hereunder.

12. NOTICES .

Any notice required or permitted hereunder shall be deemed sufficiently given if in writing and either personally delivered or sent by certified or registered mail, postage pre-paid,

addressed to the party at the address set forth below or at such other address as the party may subsequently designate:


(a)		Executive:
		Larry Young
		6910 Forest Glen
		Dallas, TX 75230

(b)		CBI:
		CBI Holdings Inc.
		5301 Legacy Drive
		Plano, TX 75024
		Attn: General Counsel

copy to:		Cadbury Schweppes plc
		25 Berkeley Square
		London, England W 1 X 6HT
		Attn: Chief Legal Officer and Company Secretary (Group)

Any such notice will be deemed given upon delivery, if delivered in person, or upon the date of mailing, if sent by certified or registered mail.

13. ENTIRE AGREEMENT .

This Agreement supersedes any prior agreements or understandings, oral or written, with respect to the employment of Executive and constitutes the entire agreement with respect thereto. It cannot be changed or terminated orally and may be modified only by a subsequent written agreement executed by both parties hereto. In addition, the Executive will not be eligible to participate in any other severance pay plan, program or practice that may be adopted from time to time.

14. CONFIDENTIALITY .

(a) Executive agrees and acknowledges that, during the term of this Agreement, CBI promises to provide and Executive will have access to and acquire certain trade secrets and confidential information of CBI and of corporations affiliated

with CBI that is not generally available to the public, and that such information constitutes valuable, special and unique property of CBI and its affiliates that, if disclosed, could put CBI or its affiliates at a competitive disadvantage (the “Confidential Information”). Such Confidential Information includes but is not limited to methods, techniques, specifications, devices, systems, designs, formulae, models, patents and trademarks, manuals, lists of customers and prospective customers, customer requirements, vendor information and relationships, price lists and other pricing information and analyses, data used to prepare bids, marketing plans and other market information and analyses, business, strategic and operating plans, financial statements and other financial information, training techniques, and other confidential and proprietary information and documents regarding the business of CBI and its affiliates.

(b) As a material inducement to CBI to enter into this Agreement and to provide Executive the compensation and other consideration set forth herein, Executive agrees that, without the prior written consent of CBI, Executive will not, during or after the term of Executive’s employment with CBI, directly or indirectly use or disclose any such Confidential Information to any person or entity for any reason or purpose whatsoever, except as may be required by law or as may be required in the course of Executive’s performance of his or her duties at CBI.

(c) Executive acknowledges and agrees that all files, records, documents, plans, specifications, equipment, information, computer files, and similar items and materials relating to CBI’s business shall remain the sole property of CBI and shall immediately be returned to CBI upon CBI’s request or upon the termination of this Agreement for any reason, and that Executive shall keep no copies thereof. The

provisions of this Section 14 shall survive the termination of this Agreement and shall be binding upon any successor or assign of Executive.

15. NON-COMPETITION AND NON-SOLICITATION .

(a) Consideration . Executive acknowledges and agrees that Executive has received, and will continue to receive, substantial and valuable consideration for the agreements set forth in this Section, including but not limited to access to Confidential Information, which CBI hereby promises to provide to Executive; specialized training related to CBI’s services, business practices and Confidential Information; post-termination payments; and other compensation and benefits as described in this Agreement.

(b) Non-Solicitation of Customers and Employees . As a material inducement for CBI to provide Executive with the consideration set forth in Sections 4(a), 4(b) and 15(a) above, and as a condition to receipt of the benefits set forth in Section 6(c), Executive agrees that during employment and for a period of twelve (12) months following the Date of Termination, whether for Executive’s own account or for the account of any other individual, partnership, firm, corporation or business organization, Executive shall not either directly or indirectly solicit or endeavor to entice away from CBI any person who is employed by or otherwise engaged to perform services for CBI (or its affiliates) or to interfere with the relationship of CBI (or its affiliates) with any person who then is a customer of CBI.

twelve (12) months following the Date of Termination, Executive shall not become employed in an executive capacity by any Competitor of CBI within the United States, Canada or any other region in which CBI or its current or former affiliates operates or has operated and in which Executive has directly or indirectly rendered services during the last thirty-six (36) months of Executive’s employment and, further, Executive shall not provide services of a similar or comparable type and character to those provided by Executive to CBI during the last thirty-six (36) months of Executive’s employment with CBI, whether as an employee, officer, director, partner, shareholder, consultant or otherwise, to any Competitor of CBI within the United States, Canada or any region in which Cadbury Schweppes plc operates and in which Executive has rendered services during Executive’s employment; provided, however, that this Section 15 shall not prohibit Executive’s ownership, either directly or indirectly, of less than 1% of any class of publicly traded securities of any entity, and provided further that this Section 15 shall not prohibit Executive’s employment as an employee or officer or Executive’s performance of services as a consultant with any Competitor if Executive is not directly or indirectly involved in the aspects of such Competitor’s business that are competitive with CBI.

16. JUDICIAL AMENDMENT .

Executive and CBI acknowledge the reasonableness of the agreements set forth in Sections 14 and 15 above and the reasonableness of the geographic area, duration of time and subject matter that are part of the covenant not to compete contained in Section 15(c). Executive further acknowledges that Executive’s skills are such that Executive can be gainfully employed in noncompetitive employment and that the agreement not to compete will in no manner prevent Executive from earning a living. Notwithstanding the foregoing, in the event it is judicially

determined that any of the limitations contained in Section 15 are unreasonable, illegal or offensive under any applicable law and may not be enforced as agreed herein, the parties agree that the unreasonable, illegal or offensive portions of Section 15, whether they relate to duration, area or subject matter, shall be and hereby are revised to conform with all applicable laws and that the Agreement, as modified, shall remain in full force and effect and shall not be rendered void or illegal.

17. IRREPARABLE INJURY .

Executive acknowledges that CBI has invested substantial time, labor, skill and money in developing the Confidential Information to be provided to Executive. Executive further acknowledges that the Confidential Information to be provided to Executive, and the services Executive is to render to CBI, are such that any breach of the covenants contained in Sections 14 and 15 above by Executive would cause CBI irreparable harm and injury and would damage CBI in a way that could not be adequately compensated by monetary damages. Accordingly, the parties agree that CBI’s remedies may include a temporary restraining order, preliminary injunction, or other injunctive relief against any threatened or actual breach of Sections 14 or 15 by Executive. Executive acknowledges that this injunctive relief shall be in addition to any other legal or equitable relief to which CBI may otherwise be entitled under applicable law.

18. HEADINGS .

The headings used in this Agreement are for convenience only and shall not be deemed to curtail or affect the meaning or construction of any provision under this Agreement.

19. WITHHOLDING .

All payments or benefits to Executive under this Agreement shall be reduced by any amounts required to be withheld by CBI under applicable tax laws, including U.S. Federal, state,

or local income tax laws or similar laws then in effect as well as the laws of other countries while on international assignment. In the event new tax legislation results in additional taxation to the Executive or CBI which may be avoided by amendment to this Agreement with no material financial impact to Executive or CBI, then this Agreement shall be so amended by written agreement of the parties.

20. OTHER PLANS .

Except as otherwise provided in this Agreement, the terms of the AIP, Pension Plans, Equity Incentive Plans and any other CBI option plan, bonus plan or benefit plan (as the same may be amended from time to time) or any agreements entered into pursuant to such plans, shall remain in full force and effect. Except as expressly provided herein, if there is any conflict between this Agreement and the Plans described above in this Section 20, the terms of the applicable Plan documents shall control.

21. ARBITRATION .

Any controversy or claim, other than an action for injunctive or equitable relief for unfair competition or to enforce the confidentiality, noncompete or nonsolicitation provisions set forth in Sections 14 and 15, arising out of or relating to (a) this Agreement or the breach thereof, (b) Executive’s employment with CBI, or (c) the termination of Executive’s employment with CBI, (including but not limited to claims arising under applicable employment-related statutes, including without limitation Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Rehabilitation Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the American Jobs Creation Act of 2004, or the Fair Labor Standards Act, applicable state fair employment practices statutes, and claims for retaliation arising under applicable workers’ compensation statutes; as well as

employment-related common-law tort claims, including without limitation claims for negligence, intentional torts, post-termination defamation (e.g., employment references), violation of privacy rights, fraud, misrepresentation, unjust enrichment, tortious interference and/or promissory estoppel), which is not settled by agreement among the parties shall be resolved by final and binding arbitration, to be held in a metropolitan area located within fifty (50) miles of the location at which Executive is employed, in accordance with the employment arbitration rules and procedures of the American Arbitration Association. Neither party shall initiate or prosecute any lawsuit in any way related to any claims; provided, however, that the provisions of this Section 21 do not limit Executive’s right to file an administrative charge with the Equal Employment Opportunity Commission. Judgment upon the award rendered may be entered and enforced in any court having jurisdiction thereof.

22. VALIDITY; APPLICABLE LAW .

The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect, and the invalid or unenforceable term or provision shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State in which Executive is employed .

IN WITNESS WHEREOF, CBI has caused this Agreement to be executed by its duly authorized officer, and Executive has hereunto subscribed his or her name, all as of the day, month and year first above written.


CBI Holdings Inc.		Executive

By:	/s/ H. Todd Stitzer	/s/ Larry Young

	H. Todd Stitzer	Larry Young
	Chief Executive Officer

EXHIBIT “A”

GENERAL RELEASE

This General Release (the “Release”) is executed as of this day of , 20___, by and between Larry Young (“Executive”) and CBI Holdings Inc. (“CBI”) for purposes of evidencing the covenants, obligations and undertakings of such parties set forth below.

WHEREAS, CBI and Executive entered into an agreement of employment (the “Agreement”) dated October 15, 2007; and

WHEREAS, Executive’s employment with CBI was terminated effective as of , 20___, pursuant to Paragraph 6(c) of the Agreement;

NOW THEREFORE, as a condition to, and in consideration of, payment by CBI of the benefits specified in Paragraph 6(c) of the Agreement, Executive hereby agrees as follows:

1. Executive, for himself and on behalf of Executive’s agents, attorneys, heirs, executors, administrators, successors and assigns, hereby irrevocably releases, acquits, discharges and forever forgives CBI, its past and present officers, directors, shareholders, representatives, agents, servants, and employees, and their respective successors, assigns, insurers, parent companies, subsidiaries, and affiliates, and all persons acting by, through, under or in concert with them, (the “Releasees”) from any and all claims, causes of action, suits, controversies, appeals, grievances, promises, agreements, damages, rights, debts, liabilities, costs, losses, personal injuries and any other compensation whatsoever, whether presently known or unknown, liquidated or unliquidated, matured or contingent, arising at any time through the date of the execution of this Agreement. This Release covers any and all claims, regardless of whether they arose in contract or in tort or are based upon statutes, laws or rules, regulations, common law principles or otherwise, and includes but is not limited to claims arising under Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Pregnancy Discrimination Act, the Equal Pay Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, COBRA, the Occupational Safety and Health Act, or any other federal, state or local statute, law or regulation relating to employment; common-law claims for breach of contract, quantum meruit, reformation of contract, breach of implied covenant of good faith and fair dealing, debt, wrongful discharge, defamation, invasion of privacy, infliction of emotional distress, tortious interference, misrepresentation, fraud, conspiracy, negligence or gross negligence; and any other statutory or common-law cause of action, whether or not relating to Executive’s employment with CBI; provided, however, that this Release does not include any claims Executive may have to compensation or benefits to be provided to Executive following termination of Executive’s employment with CBI pursuant to Section 6(c) of the Agreement, any rights Executive may have (subject to the provisions of Section 6(c) of the Agreement) under any pension or benefit plan in which Executive was or is a participant, and any indemnification rights Executive may have under company bylaws or insurance.

A-1

2. Executive covenants and agrees that, to the fullest extent permitted by law, Executive will not bring any legal action against any of the Releasees for any claim waived and released under this Release and represents and warrants that no such claim has been filed to date. Executive agrees that should any person, organization or other entity institute or file a civil action, suit or legal proceeding against the Releasees on Executive’s behalf involving any matter occurring at any time in the past up to and including the date on which Executive executes this Release, Executive shall not seek or accept any personal, equitable or monetary relief in such civil action, suit or legal proceeding.

3. Executive agrees that the terms and conditions of this Release are confidential and that Executive will not, directly or indirectly, disclose the fact of or terms of this Release to anyone other than Executive’s attorney or tax advisor, except to the extent such disclosure may be required for accounting or tax reporting purposes or otherwise be required by law or direction of a court. Nothing in this provision shall be construed to prohibit Executive from disclosing this Release to the Equal Employment Opportunity Commission in connection with any complaint or charge submitted to that agency.

5. Effective as of the Termination Date, Executive hereby resigns from any and all positions as an officer or director of CBI or its affiliates and subsidiaries, and agrees to execute any documents required for the purpose of effecting such resignation.

6. The provisions of this Release are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision. One or more waivers of a breach of any covenant, term or provision of this Release by any party shall not operate or be construed as a waiver of any subsequent breach of the same covenant, term or provision, nor shall it be construed as a waiver of any other then existing or subsequent breach of a different covenant, term or provision.

7. This Release sets forth the entire agreement between CBI and Executive and supersedes any and all prior oral or written agreements or understandings concerning the subject matter of this Release. This Release may not be altered, amended or modified, except by a further written document signed by a duly authorized representative of CBI and Executive.

8. This Release is made within the State of Texas and shall in all respects be interpreted, enforced and governed by the laws of the State of Texas.

9. This Release shall be binding upon Executive, his heirs, administrators, representatives, executors, successors and assigns, and shall inure to the benefit of the Releasees and their respective administrators, representatives, successors and assigns.

A-2

10. Executive acknowledges that this Release is in full settlement, satisfaction, and discharge of any and all claims, demands, actions, and causes of action released by Executive, and that it applies to all claims, whether known or unknown. Executive further acknowledges that the consideration to be provided pursuant to the Agreement upon execution of this Release represents amounts and benefits greater than Executive would be entitled to receive if Executive were not to execute this Release. Executive represents and warrants that Executive has full power and authority to enter into and execute this Release. Executive represents that Executive has carefully read and fully understands all the provisions of this Release, that Executive has been advised to consult with an attorney of Executive’s choice and has had the opportunity to do so, and that Executive is freely, knowingly and voluntarily entering into this Release without reliance on any representations of any kind or character not set forth herein.

11. Executive acknowledges that Executive has been provided at least twenty-one (21) days after receipt of this Release to decide whether to sign the Release and be bound by its terms, and that Executive has considered the terms of this Release for at least twenty-one (21) days or knowingly and voluntarily waived Executive’s right to do so. Executive further acknowledges and understands that Executive has the right to revoke this Release for a period of seven (7) days after Executive has signed it.

IN WITNESS WHEREOF, the parties hereto have executed this General Release as of the date first above written.

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Exhibit 10.12

AGREEMENT

BETWEEN

CBI HOLDINGS INC.

AND

JOHN O. STEWART

DATED AS OF OCTOBER 13, 2007

TABLE OF CONTENTS


		PAGE

1.	DEFINITIONS.		1
2.	TERM.		5
3.	POSITION AND DUTIES.		5
4.	COMPENSATION.		6
5.	TERMINATION.		7
6.	COMPENSATION UPON TERMINATION OF EMPLOYMENT.		8
7.	FURTHER BENEFITS.		18
8.	RIGHT TO TERMINATE; SOURCE OF PAYMENTS.		18
9.	AMENDMENTS; WAIVER.		19
10.	BINDING AGREEMENT.		19
11.	ASSIGNMENT.		19
12.	NOTICES.		19
13.	ENTIRE AGREEMENT.		20
14.	CONFIDENTIALITY.		20
15.	NON-COMPETITION AND NON-SOLICITATION.		22
16.	JUDICIAL AMENDMENT.		23
17.	IRREPARABLE INJURY.		24
18.	HEADINGS.		24
19.	WITHHOLDING.		24
20.	OTHER PLANS.		25
21.	ARBITRATION.		25
22.	VALIDITY; APPLICABLE LAW.		26

AGREEMENT

This AGREEMENT (the “Agreement”) is made and entered into as of the 13 ^th day of October, 2007, by and between CBI Holdings Inc. and John O. Stewart (“Executive”).

WITNESSETH:

WHEREAS, CBI considers the continuance of a sound and vital management to be essential to protecting and enhancing the best interests of CBI and its shareholders; and

WHEREAS, CBI desires to assure itself of retaining the services of Executive and to reward Executive for Executive’s valuable, dedicated service to CBI;

WHEREAS, CBI and Executive are parties to an employment agreement dated as of November 6, 2006, (the “Prior Agreement”); and

WHEREAS, the parties desire to amend and restate the Prior Agreement, generally effective as of October 13, 2007.