**Exhibit 4.22**

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**IMPERIAL CHEMICAL INDUSTRIES PLC**

 

 

**AND**

 

 

**ALAN BROWN**

 

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**EMPLOYMENT AGREEMENT**

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**CONTENTS**

 

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*Subject      to Contract*

| **THIS AGREEMENT**is    made on                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 2005                                                                                                                                                                                                                                                                          |
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| **BETWEEN**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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| (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | **IMPERIAL              CHEMICAL INDUSTRIES PLC**a company which              has its registered office at 20 Manchester Square, London W1U 3AN    (the ***Company***)                                                                                                        |
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| (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | **ALAN              BROWN** of Flat 18, 2 Queens Gate, London    SW7 5EH (***You***)                                                                                                                                                                                          |
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| WHEREAS          this Agreement sets out the terms and conditions that apply to your          employment by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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| **It is Agreed**as    follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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| **1.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | **DEFINITIONS**                                                                                                                                                                                                                                                               |
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| In this          Agreement certain expressions shall have the meanings set out in the          Schedule. The Schedule forms part of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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| **2.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | **CONDITION            PRECEDENT**                                                                                                                                                                                                                                            |
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| 2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | This    Agreement is subject to and conditional upon:                                                                                                                                                                                                                         |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                          |
| (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | the          formal approval of your appointment by the Nomination Committee of the    Board;                                                                                                                                                                                 |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                          |
| (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | the          formal approval of the terms on which you will be employed by the Remuneration    Committee of the Board;                                                                                                                                                        |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                          |
| (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | you          having undergone a full medical examination with a medical practitioner          approved by the Company (at the Company’s cost), the results of          which you agree may be disclosed to the Company and which are satisfactory    to the Company; and |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                          |
| (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | the          receipt of a reference in a form satisfactory to the Company from agreed    representatives of your current employer.                                                                                                                                            |
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| 2.2           If,          for any reason, any of the conditions stipulated at clause 2.1 is not    satisfied, this Agreement shall have no force and effect.                                                                                                                                                                                                                                                                                                                                                                                    |
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| **3.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | **JOB DESCRIPTION,            DUTIES AND WORKING HOURS**                                                                                                                                                                                                                      |
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| 3.1           Your      employment under this contract will commence on 1 December 2005 or  such      earlier date as may be agreed between us (the ***Effective Date***).      From the Effective Date, you will be employed as the Chief Financial Officer      of the Company in such other capacity of equivalent status as may reasonably      be assigned to you from time to time. You will be appointed as an executive      director of the Company, subject to a resolution confirming the appointment      being passed by the Board. |

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| 3.2           Your        period of continuous employment for the purposes of the Employment Rights    Act 1996 will commence on the Effective Date.                                                                                                                                                                                                                                                                                                                                            |
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| 3.3           You          will diligently perform the duties and exercise the powers consistent          with your position that are assigned to you from time to time by the          Company and unless prevented by sickness, injury or other incapacity,          will devote the whole of your time, attention and abilities during your          working hours to the business of the Company and the other Group Companies.          You will report to the ICI Group Chief  Executive. |
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| 3.4           Your          working hours shall be the normal business hours as specified at your          Principal Work Location, together with such additional hours necessary          for the proper performance of your duties (for which no additional payment    shall be made or time off in lieu afforded).                                                                                                                                                                           |
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| **4.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | **PLACE OF WORK/TRAVEL** |
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| 4.1           Your      normal place of work shall be the Principal Work Location. The              Company may at its discretion require you to work at the premises              of any Group Company from time to time provided that such premises              are based in the same country as the Principal Work Location.                                                                                                                                                                |
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| 4.2           You          will be required to undertake travel both domestically and internationally    as necessary for the proper performance of your duties.                                                                                                                                                                                                                                                                                                                                |
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| **5.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | **SALARY** |
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| 5.1           Your      initial basic salary will be £415,000 per annum (less any required      deductions). Salary will accrue on a daily basis and will be paid monthly      by bank transfer    into your nominated account.                                                                                                                                                                                                                                                            |
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| 5.2           Your          salary will normally be reviewed on an annual basis during your employment          with effect          from 1 January. In your case, the first salary review will take place          in January 2007. The Company is under no obligation to increase your          salary following a salary review, but will not decrease it. No salary          review will take place after notice has been given by either party    to terminate your employment.            |
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| 5.3           Your          salary (without prejudice to any of your rights as set out in this Agreement          to contractual benefits) includes all fees and other remuneration to          which you may be or become entitled from time to time as an officer of    the Company or of any other Group Company.                                                                                                                                                                            |
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| 5.4           The          Company may deduct from salary and any incentive plan payments due to          you any amounts owed by you from time to time to the Company or any Group    Company.                                                                                                                                                                                                                                                                                                 |
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| **6.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | **INCENTIVE PLANS** |
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| You will be eligible to participate in          the following senior executive incentive plans or any applicable additional          or replacement plans (subject always to the terms, conditions and rules    of such plans from time to time):                                                                                                                                                                                                                                                                                                      |

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| (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | **Annual Incentive Plan**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | The terms of the Annual          Incentive Plan will be set on an annual basis. (Currently the Annual          Incentive Plan provides an “on-target” bonus          opportunity of 50% of basic salary and a “maximum” bonus          opportunity of 100% of bonus salary). Details of the performance measures          which apply,          their weightings and the appropriate financial targets for the relevant          financial year will be supplied to you separately. For the avoidance          of doubt, it has been agreed that you will not participate in the Annual          Incentive Plan for 2005. Payments under the Annual Incentive Plan are    non-pensionable. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | **Performance    Growth Plan**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Awards are made under the Performance Growth Plan          for the 3-year performance cycle commencing on 1 January each year, such          an award to be made at a time permitted under the rules of the applicable          scheme. Your first award under the Performance Growth Plan (which will          be made as soon as possible after the Effective Date) will be in respect          of the 2005-2007 performance cycle (and will be two thirds of the normal          annual grant level to reflect your shorter period of service in the plan    cycle).                                                                                                                                        |
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| (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | **Share Option Plan**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | You will be eligible to be considered for a grant          of options on an annual basis, such a grant to be made at a time permitted          under the rules of the applicable plan. You will first be considered          for a grant of options in  2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| All awards and payments under the relevant plans    are subject to the approval of the Remuneration Committee of the Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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| **7.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | **RETIREMENT BENEFITS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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| 7.1           In            respect of the period between the Effective Date and 5  April 2006 (the ***Initial Period***),            you will be eligible to participate in the Company’s Defined            Contribution Plan in respect of pensionable earnings up to the permitted            maximum            (as such term is defined by section 590C of the Income and Corporation            Taxes Act 1988). Pensionable earnings for the purposes of this clause    7 shall be your basic salary and shall exclude all other earnings.                                                                                                                                                                                                                                                                                           |
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| 7.2           If            you elect to participate in such arrangements, the Company  shall make an employer’s contribution to the Company’s Defined Contribution  Plan in respect of the Initial Period equal to twenty-five (25) per cent of the  permitted maximum and you shall make an employee’s contribution in respect  of the Initial Period equal to five (5) per cent of the permitted maximum (in  each case, as pro-rated for the Initial Period). In these circumstances, the  Company will also make direct to you a further retirement benefit allowance  payment in respect of the Initial Period equal to 30% of pensionable earnings  above the  permitted maximum (again, on a pro-rated basis to reflect the length of the  Initial Period).  Such payment will be made subject to any required deductions. |

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| 7.3           In            respect of the period on and after 6 April 2006, you may elect, during            your continuing            employment, to participate in one          of the following  retirement benefit arrangements:                                                          |
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| (a)                                                                                                                                                                                                                                                                                                                                                    | an arrangement          operating on the same basis as specified in clause 7.2, save that as          the statutory permitted maximum will cease to apply, the Company will          determine (and notify to you) a notional annual permitted maximum, which          will be applied as if it were the statutory permitted maximum and as    if the statutory permitted maximum had not ceased to apply; |
|                                                                                                                                                                                                                                                                                                                                                   |   |
| (b)                                                                                                                                                                                                                                                                                                                                                    | a monthly payment          direct to you equal to 25% of monthly pensionable earnings up to the          notional annual permitted maximum (as described in clause 7.3(a) above)          and 30% of monthly pensionable earnings in excess of the notional annual    permitted maximum (in both cases, less any required deductions); or |
|                                                                                                                                                                                                                                                                                                                                                   |   |
| (c)                                                                                                                                                                                                                                                                                                                                                    | an arrangement under          which an amount equal to 25% of monthly pensionable earnings up the          notional annual permitted maximum          (as described in clause 7.3(a) above) and 30% of monthly pensionable          earnings in excess of the notional annual permitted maximum is paid          by way of monthly employer’s contribution to the Company’s Defined          Contribution Plan. In these circumstances, you agree that you will continue          to  make a monthly employee’s contribution equal to 5% of monthly pensionable  earnings up to the notional annual permitted maximum. |
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| No switch in arrangements will be possible once you    have selected one of the above alternatives.                                                                                                                                                                                                                                                    |
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| **8.**                                                                                                                                                                                                                                                                                                                                                 | **COMPANY CAR** |
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| You will          be eligible for a company car in accordance with the Company’s company car scheme applicable from time to time.          If you so wish, you will be eligible to opt out of the Company’s          company car scheme in return for a non-pensionable annual cash allowance    of £12,500 (less required deductions). |
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| **9.**                                                                                                                                                                                                                                                                                                                                                 | **INSURANCE ARRANGEMENTS** |
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| 9.1           You      will be entitled to membership of the Company’s private medical expenses      insurance arrangements applicable from time to time.                                                                                                                                  |
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| 9.2           The          ICI Personal Accident Travel Insurance Scheme applicable from time          to time will apply    whilst you are traveling on Company or Group Company business.                                                                                                     |
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| **10.**                                                                                                                                                                                                                                                                                                                                                | **EXPENSES** |
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| The Company will reimburse all out-of-pocket expenses          that you may properly and reasonably incur in the course of your employment    subject to satisfactory evidence of payment.                                                                                                                                                             |

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| **11.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | **HOLIDAY**                                  |
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| 11.1         You      will be eligible to take 25 days paid holiday per annum (plus applicable statutory      or public holidays in your Principal Work Location). Holiday may only be      taken with the prior agreement of the Company. For the balance of 2005,      your holiday entitlement will be pro-rated for the period between the Effective      Date and 31 December 2005.                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                         |
| 11.2         The          Company’s holiday year runs from 1 January to 31 December and          holiday entitlement accrues throughout the holiday year on a monthly          basis. There          is no entitlement to pay in lieu of holiday not taken in any holiday          year (other than as may arise upon termination of employment as specified    in clause 11.3 below).                                                                                                                                                                                                                                                                                                                                                           |
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| 11.3         On termination          of your employment for whatever reason you will normally be expected          to take any outstanding holiday entitlement, pro rata to your leaving          date, before you leave the Company. If that is not possible you will          be entitled to pay in lieu of holiday entitlement outstanding for the          then current holiday year. If you have taken more than your holiday entitlement          you will be required to repay to the Company any salary received for          holiday pay taken in excess of your actual entitlement calculated to          your leaving date. This clause does not apply if you remain in the employment    of a Group Company.                              |
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| **12.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | **SICKNESS AND OTHER            INCAPACITY** |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                         |
| 12.1         If          you are unable to carry out your duties as a result of sickness or          injury the Company      shall continue to pay you your basic salary at the full rate for a maximum      period up to six months in aggregate in          any consecutive twelve month period (provided that the Company shall          be under no obligation to continue to pay your salary to the extent          that you are entitled to payments under permanent health insurance          or equivalent          arrangements). Any payment in accordance with this clause 12 will be          inclusive of any statutory sick pay or disability pay payable in accordance    with applicable legislation at the relevant time of absence. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 12.2          If          you are entitled to recover damages or compensation from a third party          in respect of any illness or injury          which resulted in your absence from work, the Company will be entitled          to recover from you the gross value of all payments which it has made          in accordance with clause 12.2 with respect to such absence to the          extent that you have received damages or compensation in respect of          such payments          from the  third party.                                                                                                                                                                                                                     |
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| **13.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | **OTHER INTERESTS**                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 13.1         Subject      to clauses 13.2 and 13.3 you will not, without the Board’s priorwritten      consent, be directly or indirectly engaged, concerned or interested in any      other business activity, trade or occupation nor hold directorships or other    offices in non-Group Companies.                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 13.2         The          Board consents to you holding for investment purposes an Interest of          up to 3 per cent in nominal value or (in the case of securities not          having a nominal value) in number or class of securities in any class          of securities      listed or dealt in a recognised stock exchange, or an Interest      of up to 3 per cent in a private company, provided that the company which      issued the securities          does not carry on a business which is similar to or competitive with          any business for the time being  carried on by any Group Company.                                                                                                                              |

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| 13.3        You          may with the Board’s prior written consent including in relation          to the identity of the company concerned, hold one external Non-Executive          Directorship from  time to time during your employment (the ***Approved  Directorship***), but only for so long as the  duties associated with the Approved Directorship do not adversely impact on your  ability  to perform your employment duties.                                                                                  |
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| **14.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | **SHARE DEALING AND            OTHER CODES OF CONDUCT** |
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| 14.1         You      will comply with the ICI Code of Conduct or any additional or replacement          code of conduct adopted by the Board which may be applicable from time    to time.                                                                                                                                                                                                                                                                                                                                  |
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| 14.2         You          will comply with all applicable rules and regulations of the London          Stock Exchange and the New York Stock Exchange and any other relevant          regulatory          bodies, including all applicable regulatory codes on dealings in securities          and the ICI Code for Securities Transactions by Directors and Relevant    Employees.                                                                                                                                          |
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| **15.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | **TERMINATION AND SUSPENSION** |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
| 15.1         You      may terminate your employment by giving the Company not less than twelve      months’ notice in writing. The Company          may terminate your employment by giving you not less than twelve months’ notice          in writing. If the Company terminates your employment (whether lawfully          or unlawfully) you acknowledge and agree that you will be under a duty          to take all reasonable steps to mitigate any loss as a result of your    termination by the Company. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
| 15.2         If    your employment should terminate:                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |
| (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | for a Specified          Reason prior to the end of the period to which any Annual Incentive Plan          or replacement or equivalent arrangement in which you participate relates          (the ***Incentive Period***)          you agree that you will not be entitled to any compensation for any loss          of bonus or prospective bonus under or in connection with the Annual          Incentive Plan in respect of the Incentive Period, whether such compensation          is claimed by way of damages for wrongful dismissal or other breach of    contract or by way of compensation for loss of office or otherwise; |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
| (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | for any other reason          prior to the end of the Incentive Period, you will, if you are an Approved          Leaver under the Company’s          Senior Staff Share Option Plan 2004 or any equivalent arrangement in          which you participate (and for these purposes you will be an Approved          Leaver if some or all of your options do not lapse on, and by reason          of, the termination of your employment), be entitled to a pro-rata          Annual Incentive Plan payment in respect of the portion of the Incentive          Period          that has elapsed prior to the date of termination of your employment,      subject to the relevant performance criteria being satisfied in respect          of the Incentive Period (and to the extent performance criteria are          personal criteria your performance will        be measured on a pro-rata basis during such portion of the Incentive        Period during which your remain employed). If you are not an Approved        Leaver you will not be entitled to any bonus, prorated or otherwise unless        the Remuneration Committee determines otherwise (provided that no such        determination would entitle you to a greater bonus than if you were an    Approved Leaver); |

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| (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | after the end          of the Incentive Period but prior to the date on which payment in respect          thereof is made, you will, subject to the rules of the relevant arrangement,          remain eligible for payment, unless such termination is for a reason    justifying summary dismissal, whether under clause 15.3 or otherwise.                                                                                                                                                                                                                                                                         |
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| Your entitlements in respect of the Performance Growth        Plan and the Senior Share Option Plan (or, as the case may be, their        replacements) shall be determined in accordance with the rules of such    plans.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 15.3         Without        prejudice to any other rights the Company may have against you the Company        may terminate your employment immediately and with no liability to make        any further payment to you (other than in respect of amounts accrued        due at the date of termination) if you are guilty of any serious neglect        of duty or serious misconduct, or bring the Company or any other Group        Company into serious disrepute, or are declared bankrupt or insolvent        or make any arrangement with your creditors. This clause shall not restrict        any other right the Company may have (whether at common law or otherwise)        to terminate your employment summarily. Any delay by the Company in exercising    its rights under this clause shall not constitute a waiver of those rights. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 15.4         On    termination of your employment you will:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | immediately        deliver to the Company all books, documents, papers, computer hardware        (including personal computer) computer records, computer data, credit        cards, your company car together with its keys, and any other property        relating to the business of or belonging to the Company or any other        Group Company which is in your possession or under your control. You        are not entitled to retain copies or reproductions of any documents,        papers or computer records relating to the business of or belonging to    the Company or any other Group Company; and |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | immediately        resign from any office you hold with the Company or any other Group Company        (and from any related trusteeships) without any compensation for loss        of office (but, for the avoidance of doubt, without prejudice to any    right to compensation for termination of your employment).                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 15.5         You        will not at any time after termination of your employment misrepresent        yourself as being in any way concerned with or interested in the business        of, or employed by,the Company or any other Group Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

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| 15.6         The        Company may suspend you during any period in which the Company is carrying        out a disciplinary investigation into any alleged acts or defaults relating        to you. Such suspension shall be on your full salary and contractual    benefits.                                                                                                                                                                                                                                                                                                                                                                                                                                |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |
| 15.7         At        any time after notice has been given by either party to terminate your        employment, the Company may for a maximum period of six months in its    discretion:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |
| (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | suspend    you; and/or |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |
| (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | require        you to refrain from contacting for business purposes any Customers or    Potential Customers of any Group Company; and/or |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |
| (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | require        you not to perform any work or undertake any duties or to perform such        alternative work or undertake such alternative duties as the Company    may determine |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |
| always provided that you will continue to receive        all elements of remuneration to which you are entitled under this Agreement        in respect of any period of suspension under this clause 15.77 other        than performance-related remuneration. If the Company elects to exercise        its rights under this clause 15.77 you will, at the Company’s request,        resign immediately from any office you hold with the Company or any other    Group Company (and from any related trusteeships).                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |
| **16.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | **CONFIDENTIALITY** |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |
| 16.1           Except    insofar as such information is already in the public domain, you will keep    secret and will not at any time (whether during your employment or thereafter)    use for your own or another’s advantage,        or reveal to any person, firm, company or organisation and shall use        all reasonable endeavours to prevent the publication or disclosure of        any information which you know or ought reasonably to have known to be        confidential, concerning the business or affairs of the Company or any        other Group Company or any of its or their Customers, Potential Customers    or Business Partners, including without limitation: |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |
| (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | trade        secrets and other information of a sufficiently high degree of confidentiality    as to amount to a trade secret; |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |
| (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | information        concerning the way any Group Company is run, the manner in which any        Group Company does business, who any Group Company does business with    and on what terms; |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |
| (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | information        or items which have been marked to indicate that they are confidential        or information which you were told was confidential at the time you acquired        it orwhich you should have known was confidential; |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |
| all of which may include but not be limited to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (i) | information        relating to the salaries, remuneration packages, or other terms of employment    of employees of any Group Company; |

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (ii)                                                                                                                                               |   the        business methods and information (including prices charged, discounts        given to Customers or obtained from suppliers, product development, marketing        and advertising programmes, costings, budgets, turnover, sales targets    or other financial information); |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                               |                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (iii)                                                                                                                                              | lists        and particulars of suppliers and Customers and the individual contacts    at such suppliers and Customers;                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                               |                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (iv)                                                                                                                                               | details    and terms of agreements with suppliers and Customers;                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                               |                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (v)                                                                                                                                                | manufacturing    or production processes or know-how;                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                               |                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (vi)                                                                                                                                          | details        as to the design of products and inventions or developments relating    to future products;                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                               |                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (vii)                                                                                                                                              | details    of any promotions or future promotions or marketing or publicity exercises;                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                               |                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (viii)                                                                                                                                             | details    of any business plans; and                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                               |                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (ix)                                                                                                                                          | any        information which may affect the value of the business or the shares    of any Group Company,                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                               |                                                                                                                                                                                                                                                                                           |
| whether or not in the case of documents or other        written materials they are or were marked as confidential and whether        or not, in the case of other information, such information is identified        or treated by the Company or any otherGroup Company as being confidential.                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                               |                                                                                                                                                                                                                                                                                           |
| 16.2         The    restrictions in this clause 16 shall not apply:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                               |                                                                                                                                                                                                                                                                                           |
| (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | to        any disclosure or use authorised by the Company or required by law or    by your employment; or                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                               |                                                                                                                                                                                                                                                                                           |
| (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | so        as to prevent you from using your own personal skill in any business    in which you may be lawfully engaged after your employment ends. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                               |                                                                                                                                                                                                                                                                                           |
| **17.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | **POST-TERMINATION COVENANTS**                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                               |                                                                                                                                                                                                                                                                                           |
| 17.1         You    acknowledge that you have acquired or will acquire in the course of your        employment with the Company confidential information, trade secrets and        knowledge about    the business operations, customers        and trade connections of the Group Companies and that you will by virtue        of your position be in a position to influence Customers and other employees,        and you agree to enter into the restrictions in this clause for the purpose        of protecting those interests, the goodwill and the stability of the    workforce of the Group Companies.               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                               |                                                                                                                                                                                                                                                                                           |
| 17.2         You        shall not without the prior written consent of the Company (such consent        not to be unreasonably withheld) for a period of twelve months after        the Termination Date, directly or indirectly, on your own behalf, or        on behalf of any person, firm or company in connection with any business        which is or is intended or about to be competitive with the Restricted        Business or in relation to the provision of anygoods        or services similar to or competitive with those sold    or provided by any Group Company in connection with the Restricted Business: |

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| (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | solicit    or canvass the custom of any Customer;                                                                                                                                                                                                                                                                                                                                                   |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                |   |
| (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | solicit or canvass the custom    of any Potential Customer;                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                |   |
| (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   deal    with any Customer;                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                |
| (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | deal with any Potential    Customer;                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                |
| (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | solicit        or entice away or attempt to entice away from any Group Company any employee        of such company with whom you have had dealings in the course of your        employment at any time during the twelve months immediately prior to        the Termination Date and who is employed by such company at the Termination    Date in an executive, managerial or specialist capacity; |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                |   |
| (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | solicit        or canvass the custom of any Business Partner with whom you have had        personal contact at any time during the twelve month period immediately        prior to theTermination Date;                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                |   |
| (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | deal        with any Business Partner with whom you have had personal contact at        any time during the twelve month period immediately prior to the Termination    Date;                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                |   |
| (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | endeavour        to cause any Business Partner with whom you have had personal contact        at any time during the twelve month period immediately prior to the Termination        Date; to either cease to supply to any Group Company or to materially    alter the terms of such supply in a manner detrimental to such company                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                |   |
| 17.3         You        shall not without the prior written consent of the Company (such consent        not to be unreasonably withheld) for a period of twelve months after        the Termination Date directly or indirectly on your own behalf or on        behalf of any person, firm or company within the Restricted Territory        set up, carry on, be employed in, provide services to, be associated        with or be engaged or interested in, whether as director, employee, principal,        agent or otherwise, any business which is or is intended or about to    be competitive with the Restricted Business. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                |   |
| 17.4         The        restrictions contained in this clause 17 shall be reduced by a period    equivalent to any period of suspension under clause 15.7 above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                |   |
| 17.5         The        restrictions contained in this clause are considered by the parties to        be reasonable in all the circumstances. Each sub clause constitutes an        entirely separate and independent restriction and the duration extent        and application of each of the restrictions are no greater than is necessary    for the protection of the interests of the Company.                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                |   |
| 17.6         The        provisions of clause 17 shall not, at any time following the Termination        Date, prevent you from holding shares or other capital not amounting        to more than3% of the total issued share capital        of any company whether listed on a recognised stock exchange or not and,        in addition, shall not prohibit the seeking or doing of business not        in direct or indirect competition with the business of the Company or    any Group Company.                                                                                                                                 |

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| **18.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | **INTELLECTUAL PROPERTY**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| If in the course of your employment,        you, whether alone or jointly, invent, discover or devise any invention        or originate any designs (whether registrable or not) or patentable work        or other work in which copyright, database rights or trade mark rights        (together ***EmployeeWorks***) may subsist:                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | you        shall forthwith disclose full details of Employee Works in confidence        to the Company and shall regard yourself in relation to Employee Works        as a trustee for theCompany;                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | all        intellectual property rights in Employee Works shall vest absolutely        in the Company which shall be entitled, so far as the law permits, to        the exclusive usethereof;                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | notwithstanding        (b) above, you assign to the Company all right, title and interest, present        and future, anywhere in the world in copyright and in any other intellectual        property rights in respect of all Employee Works written, originated,        conceived or made by you (except only those Employee Works you have written,        originated, conceived or made wholly outside your normal working hours        hereunder and wholly unconnected with your service hereunder) during    the continuance of your employment hereunder; |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | you        hereby waive all moral rights as author under the Copyright Laws or any    equivalent laws in respect of any Employee Works; and                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | you        agree and undertake that at any time during or after the termination        of your employment you will execute such deeds or documents and do all        such acts and things as the Company may deem necessary or desirable to        substantiate its rights in respect of the matters referred to above including        for the purpose of obtaining letters patent or other privileges in all    such countries as the Company may require.                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| **19.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | **SHAREHOLDING**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
| You agree to build up your holding of shares in the        Company under the Company’s shareholding requirements for senior        employees to shares with a value equal to 100% of your basic salary from        time to time. As an executive director of the Company, you are expected        to build up a personal shareholding of shares in the Company equivalent        to 100% of your basic salary through the retention of shares acquired    via Company share-based plans. |

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| **20.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | **GRIEVANCE AND DISCIPLINARY PROCEDURE** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                     |
| Given your seniority, the Company will adopt a reasonable        and flexible procedure regarding issues of grievance and discipline.        As a guideline, details of standard procedures are available from your    Human Resources Department.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                     |
| **21.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | **MEDICAL EVALUATION**                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                     |
| You agree that annually during your employment you        will undergo a full medical examination with a medical practitioner approved        by the Company (such examination to be at the Company’s cost). You        hereby commit that you will notify immediately the ICI Executive Vice-President        Human Resources if the medical practitioner advises you of any injury,        illness or medical condition which might reduce or adversely affect your        ability to perform your duties under youremployment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                     |
| **22.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | **HEALTH AND SAFETY**                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                     |
| The health and safety of individuals and the safe        operation of all activities are of fundamental importance within the        Company’s operations. As an employee you are responsible to the        Company and to your colleagues to work safely and you are required to        keep yourself informed of current safety procedures and policy and of    the Company’s rules in respect of safety and good practice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                     |
| **23.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | **DATA PROTECTION**                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                     |
| As part of your employment you agree that the Company        or any other Group Company may retain and process data relevant to or        connected with your employment with the Company including but not limited        to payroll information, personnel records, attendance records, health        records, disciplinary records and training records. It is agreed that        the processing of such data is necessary for the efficient management    of your employment by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                     |
| **24.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | **ENTIRE AGREEMENT**                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                     |
| This Agreement (including any Schedule to it), together        with any other documents referred to in this Agreement constitutes the        entire agreement and understanding between the parties, and supersedes        all other agreements both verbal and in writing between you and the Company    or any Group Company (other than those expressly referred to herein).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                     |
| **25.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | **NOTICES**                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                     |
| Any notice to be given to you under this Agreement        may be served by being handed to you personally or by being sent by a        recorded delivery postal service (or similar) intended for delivery within        seven working days to you at your usual or last known address; and any        notice to be given to the Company may be served by being left at or by        being sent by a recorded delivery postal service (or similar) intended        for delivery within seven working days to its registered office for the        time being. Any notice served by post shall be deemed to have been served        on the day (excluding Sundays and statutory holidays) seven working days    following the date of posting and in proving such service    it shall be sufficient proof that the envelope containing the notice was    properly addressed and posted        as a prepaid letter by a recorded delivery postal service (or similar)        intended for delivery within sevenworking days. |

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| **26.**                                                                                                                                                  | **GOVERNING LAW**             |
|----------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------|
|                                                                                                                                                     |                          |
| This Agreement is governed by the law of England    and Wales.                                                                                           |
|                                                                                                                                                     |                          |
| **27.**                                                                                                                                                  | **JURISDICTION**              |
|                                                                                                                                                     |                          |
| The Company and you agree to submit to the courts        of England and Wales in relation to any disputes under or in connection    with this Agreement. |
|                                                                                                                                                     |                          |
| **28.**                                                                                                                                                  | **CONFIRMATION OF AGREEMENT** |
|                                                                                                                                                     |                          |
| This agreement shall cease to be without prejudice    and subject to contract when it has been signed and dated by the Company.                          |

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In this Agreement the following expressions shall have the following meanings: 

***Board*** means the board of directors of Imperial Chemical Industries PLC****or a duly constituted committee of the board ofdirectors;

***Business Partners***means any supplier or commercial partner of any Group Company (excluding Customers and Potential Customers);

***Customer*** shall mean any person, firm or company who at the Termination Date or at any time during the twelve months immediately prior to the Termination Date was a customer of any GroupCompany with whom you had business dealings at any time during the twelve months immediately prior to the Termination Date or where in relation to the Group Company’s relationship with such person, firm or company you are as at the TerminationDate in possession of confidential information;

***Copyright Laws***means the Copyright Designs and Patents Act 1988; 

***Group Company*** means the Company****and any subsidiary company or holding company of the Company, and any subsidiary company of anysuch parent company, in each case from time to time;

***holding company***means any company which holds a majority of the voting rights in another company, or which is a member of another company and has the right to appoint or remove a majority ofits board of directors, or which is a member of another company and controls a majority of the voting rights in it under an agreement with other members;

***ICI*** means ImperialChemical Industries PLC****a company which has its registered office at 20Manchester Square, London W1U 3AN;

***Interest***means the holding or control, in either case directly or indirectly, of securities or debentures whether as legal or beneficial owner or in any other capacity; 

***Potential Customer*** shall mean any person, firm or company with whom you (or any other employee of any Group Company for whom you had direct management responsibility at the relevant time)carried out negotiations on behalf of any Group Company at any time during the twelve months immediately prior to the Termination Date with a view to such person, firm or company becoming a customer of such company or where in relation to the GroupCompany’s relationship with such person, firm or company you are as at the Termination Date in possession of confidential information; 

***Principal Work Location***means 20 Manchester Square, London, England, W1U 3AN, or such other location as you may be based at from time to time in accordance with clause 4.1;

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| ***Restricted Business*** shall    mean the business or any part of the business which in either case:                                                                                                                                                                                                   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                     |   |
| (a)                                                                                                                                                                                                                                                                                                      | is    carried on by any Group Company at the Termination Date; or |
|                                                                                                                                                                                                                                                                                                     |   |
| (b)                                                                                                                                                                                                                                                                                                      | was        carried on by any Group Company at any time during the twelve months    immediately prior to the Termination Date; or |
|                                                                                                                                                                                                                                                                                                     |   |
| (c)                                                                                                                                                                                                                                                                                                      | is        to your knowledge to be carried out by any Group Company at any time    during the twelve months immediately following Termination Date |
|                                                                                                                                                                                                                                                                                                     |   |
| and in relation to which business or part thereof        you are, as at the Termination Date, in possession of confidential information        and trade secrets as described in clause 176 or in which you were actively        involved in the twelvemonths immediately prior to the Termination Date; |
|                                                                                                                                                                                                                                                                                                     |   |
| ***Restricted Territory*** shall    mean any country in which any Group Company:                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                     |   |
| (a)                                                                                                                                                                                                                                                                                                      | carried          on any Restricted Business or provided any goods or services in connection    with any Restricted Business at the Termination Date; or |
|                                                                                                                                                                                                                                                                                                     |   |
| (b)                                                                                                                                                                                                                                                                                                      | carried          on any Restricted Business or provided any goods or services in connection          with any Restricted Business at any time during the period of twelve    months immediately prior to the Termination Date; or |
|                                                                                                                                                                                                                                                                                                     |   |
| (c)                                                                                                                                                                                                                                                                                                      | is to your knowledge to carry out any          Restricted Business at any time during the twelve months immediately          following the Termination Date; |
|                                                                                                                                                                                                                                                                                                     |   |
| and in relation to the carrying on of such Restricted        Business or the provision of such goods or services in such company you        are, at the Termination Date, in possession of confidential information        and trade secrets as describedin clause 176;                                  |
|                                                                                                                                                                                                                                                                                                     |   |
| ***Specified Reason***means        termination of your employment by reason of your resignation or by the        Company for a reason specified in clause 15.3 for any other reason entitling        the Company toterminate your employment summarily; and                                              |
|                                                                                                                                                                                                                                                                                                     |   |
| ***subsidiary company***means    any company in relation to which another company is its holding company;                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                     |   |
| ***Termination Date***means,        for the purposes of clause 17 of this Agreement, the date of termination    of your employment howsoever caused.                                                                                                                                                |

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| **SIGNED**                                                            |  /s/ Peter Ellwood |   |
|-----------------------------------------------------------------------|-------------------------|--------|
|                                                                  |                         |   |
| **(BY AND ON BEHALF OF IMPERIAL            CHEMICAL INDUSTRIES PLC)** |
|                                                                  |                    |   |
|                                                                  |                    |   |
| **DATED**                                                             |  November 2, 2005  |   |
|                                                                  |                         |   |
|                                                                  |                    |   |
| **SIGNED**                                                            |  /s/ Alan Brown    |   |
|                                                                  |                         |   |
| **(ALAN BROWN)**                                                      |                    |
|                                                                  |                    |   |
|                                                                  |                    |   |
| **DATED**                                                             |  November 1, 2005  |   |
|                                                                  |                         |   |

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