SEPARATION AND DISTRIBUTION AGREEMENT

EXECUTION VERSION

SEPARATION AND DISTRIBUTION AGREEMENT

AMONG

CADBURY PLC,

CADBURY SCHWEPPES PLC

AND

Dated as of May 1, 2008

Table of Contents

		Page
ARTICLE I DEFINITIONS AND INTERPRETATION			2
Section 1.01 Certain Defined Terms			2
Section 1.02 Interpretation and Rules of Construction			16
ARTICLE II THE SEPARATION			17
Section 2.01 Transfer of Assets			17
Section 2.02 Assumption and Satisfaction of Liabilities			19
Section 2.03 Intercompany Balances			19
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			21
Section 2.06 Further Assurances			21
Section 2.07 Replacement of Guarantors and Obligors			22
Section 2.08 Disclaimer of Representations and Warranties			23
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			24
Section 3.04 Ancillary Agreements			24
ARTICLE IV THE DISTRIBUTION			24
Section 4.01 The Distribution			24
Section 4.02 Fractional Shares			24
Section 4.03 Actions in Connection with the Distribution			25
Section 4.04 Distribution Date			26
Section 4.05 Conditions to Distribution			26
Section 4.06 Consent to the Reduction			27
ARTICLE V CERTAIN COVENANTS			27
Section 5.01 Non-Solicitation of Employees			27
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			30
Section 6.01 Cadbury Names and Marks			30
Section 6.02 Beverages Names and Marks			31
Section 6.03 Memorabilia			33
Section 6.04 Additional Licenses			33
Section 6.05 Know-How Agreement			34
Section 6.06 Domain Names Agreement			34

		Page
ARTICLE VII INDEMNIFICATION			34
Section 7.01 Release of Pre-Distribution Claims			34
Section 7.02 Indemnification by CS			36
Section 7.03 Indemnification by DPS			37
Section 7.04 Procedures for Indemnification			37
Section 7.05 Cooperation in Defense and Settlement			39
Section 7.06 Indemnification Obligations Net of Insurance Proceeds and Other Amounts			39
Section 7.07 Additional Matters; Survival of Indemnities			40
ARTICLE VIII ACCESS TO RECORDS; ACCESS TO INFORMATION; LEGAL AND OTHER MATTERS			40
Section 8.01 Provision of Corporate Records			40
Section 8.02 Access to Information			41
Section 8.03 Disposition of Information			41
Section 8.04 Witness Services			42
Section 8.05 Reimbursement; Other Matters			42
Section 8.06 Confidentiality			42
Section 8.07 Privileged Matters			43
Section 8.08 Ownership of Information			45
Section 8.09 Other Agreements			45
Section 8.10 Control of Legal Matters			45
ARTICLE IX INSURANCE			47
Section 9.01 Policies and Rights Included Within Assets			47
Section 9.02 Administration; Other Matters			48
Section 9.03 Agreement for Waiver of Conflict and Shared Defense			49
ARTICLE X DISPUTE RESOLUTION			49
Section 10.01 Disputes			49
Section 10.02 Dispute Resolution			50
Section 10.03 Continuity of Service and Performance			51
ARTICLE XI TERMINATION			51
Section 11.01 Termination			51
Section 11.02 Effect of Termination			51
Section 11.03 Amendment			51
Section 11.04 Waiver			51
ARTICLE XII MISCELLANEOUS			52
Section 12.01 Limitation of Liability			52
Section 12.02 Expenses			52
Section 12.03 Notices			52
Section 12.04 Public Announcements			53
Section 12.05 Severability			53
Section 12.06 Entire Agreement			53

		Page
Section 12.07 Assignment			54
Section 12.08 Parties in Interest			54
Section 12.09 Currency			54
Section 12.10 Tax Matters			54
Section 12.11 Employee Matters			54
Section 12.12 Governing Law			54
Section 12.13 Waiver of Jury Trial			54
Section 12.14 Survival of Covenants			55
Section 12.15 Counterparts			55

SEPARATION AND DISTRIBUTION AGREEMENT

          SEPARATION AND DISTRIBUTION AGREEMENT (this “ Agreement ”), dated as of May 1, 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 (“ ACS ”), 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);

     (C) any Beverages Assets, whether arising before, on or after the Demerger Effective Time;

     (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 all 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, including as set forth in Schedule 1.01(f) .

          “ Beverages Shared Policies ” shall mean all 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, including

as set forth in Schedule 1.01(g) , and any claims-made Policies entered into after the Distribution Date that are owned or maintained by any member of the Cadbury plc Group which relate to the conduct or operation of the Beverages Business prior to the Distribution Date.

          “ Beverages 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 Beverages Shared Policies, whether or not subject to deductibles, co-insurance, uncollectibility or retrospectively-rated premium adjustments.

          “ 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 500 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

     (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 Cadbury plc Group.

          “ 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);

     (C) any Cadbury plc Assets, whether arising before, on or after the Demerger Effective Time;

     (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 500 pence 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 Beverages 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 at or around 2:30 p.m. British Summer Time on May 7, 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 12 shares of DPS Common Stock for every 36 outstanding Cadbury plc Beverages Shares.

          “ 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 Beverages 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 Beverages 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 Beverages 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 all 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, including those 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.

          “ 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 64 Cadbury plc Ordinary Shares and 36 Cadbury plc Beverages Shares for every 100 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.

          “ 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(q) . For the avoidance of doubt, the Territory is specific as to each brand identified in Schedule 1.01(q) .

          “ 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

Definition		Location
“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
“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

          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 .

          (c) Without limiting the generality of the obligations set forth in Section 2.01(a) and 2.01(b) :

     (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.

          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, including those 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 May 1, 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) to the extent permitted by applicable Law, 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) to the extent permitted by applicable Law, 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 direc