Newcastle United Plc ("the Company") Remuneration Committee
Terms of Reference

1.Constitution and Authority

1.1The Board of the Company("the Board) has established a committee of the Board known as the Remuneration Committee ("the Committee")

1.2The Terms of Reference of the Committee, set out below, are defined by the Board and may be amended by the Board at any time

1.3The Committee is authorized to seek any information that it needs in order to perform its duties, from any employee of the Company

1.4In connection with its duties the Committee is authorized by the Board to obtain, at the Company´s expense, any outside legal or other professional advice.

2.Membership, Chairman and Voting

2.1The members of the Committee (who shall all be non - executive directors) shall be appointed by the Board. The Committee shall comprise at least three members.

2.2Members should have no personal financial interest other than as shareholders in the matters to be decided by the Committee and no potential conflicts of interest.

2.3Appointments to the Committee shall be for a period of up to three years, which may be extended for a further three year period.

2.4The Board shall nominate a Chairman of the Committee and shall determine the period for which the Chairman shall hold office. In the absence of the Committee Chairman, the remaining members present shall elect one of themselves to chair a meeting.

2.5The Committee may invite other individuals to attend all or any part of any meeting as and when appropriate. However only members of the Committee have the right to vote at Committee meetings.

2.6No one shall be permitted to attend any part of a meeting at which his remuneration or other matters specifically relating to him are discussed.

3.Secretary and Minutes

3.1The Company Secretary shall act as the secretary of the Committee

3.2The Secretary shall minute the proceedings and decisions of all Committee meetings, including the names of those Members present and other individuals in attendance

4.Quorum

4.1The quorum necessary for the transaction of business shall be a majority of the members

5.Frequency and Notice of Meetings

5.1The Committee shall meet at least once a year and at such other times as are necessary to undertake its duties.

5.2Meetings of the Committee shall be summoned by the secretary of the Committee at the request ofany of its members.

5.3Unless otherwise agreed by all the members of the Committee, notice of each meeting, giving the venue, date and time, together with an agenda of items to be discussed and supporting papers, shall be sent to each member of the Committee and any other person required to attend, to arrive not later than five working days before the date of the meeting.

5.4Members may attend meetings of the Committee by telephone.

6.Duties

6.1The Committee shall :

(i)review and make proposals, and agree with the Board, the broad policy for the remuneration of the Company Chairman, the executive directors of the Board, and other members of the executive management

(ii)review regularly, and within the broad policy from time to time approved by the Board, determine (under delegated authority of the Board) the terms of employment and remuneration packages of the Company Chairman and other executive directors of the Board, including the component parts of their package such as bonus plans, pensions and benefits-in-kind, with a view to ensuring that the Company Chairman and executive directors are fairly but responsibly rewarded for their individual contributions to the success of the Company.

(iii)approve any compensation package or arrangement following the severance of any executive director´s service contract, with a view to ensuring that the executive director is treated fairly, but that failure is not rewarded.

(iv)review, continuously, remuneration levels and trends within publicly listed companies in similar sectors and of a similar size to the Company to ensure that the Company retains and motivates its executive directors.

(v)advise on any proposals for major changes to the Company´s employee benefit structures generally, especially those which will accrue for the benefit of executive directors.

(vi)prepare, for the Board´s approval, an annual report to shareholders on remuneration, to be included in the Company´s annual report and accounts, ensuring that all statutory and regulatory disclosure requirements are fulfilled.

(vii)agree the policy for authorizing expense claims from the Company Chairman and chief executive.

(viii)be available to advise the Company Chairman or the Board on any matters relating to remuneration or reward of the executive directors

6.2The Committee shall approve the service contract of each executive director and the terms under which it is renewed.

6.3The Chairman ofthe Committee, or a deputy chosen from the members of the Committee, shall attend each Annual General Meeting and be prepared to answershareholders´ questions relating to the remuneration of the executive directors.

6.4The Committee does not have any authority with respect to the remuneration of non-executive directors, which is determined by the Board.

6.5The Committee shall review these terms of reference from time - to - time and, if appropriate, recommend to the Board that they be amended.

7.Reporting Responsibilities

7.1The Chairman of the Committee shall report to the Board after each meeting of the Committee, informing directors of the matters it has reviewed and determined and making recommendations when requested.

7.2The Company Secretary shall circulate the minutes of the meetings of the Committee promptly to all members of the Board.In cases where confidential information relating to an individual is included in the minutes, a redacted version of the minutes shall be made available to directors who are not members of the Committee.