EX-4.C.II



 






Exhibit 4(c)(ii)




New InterContinental Hotels Group PLC

Registered Office: 67 Alma Road, Windsor, Berkshire, SL4 3HD

Registered Number: 5134420




April 2005




Mr Richard Hartman

Lavenham House

Lady Margaret Road

Sunningdale

Berkshire

SL5 9QH




Dear Mr Hartman,




New InterContinental Hotels Group PLC (the “Company”)



We are writing in relation to the proposed terms of your appointment as Managing Director, EMEA
and as a director of the Company, the proposed new parent company of the IHG Group.



As you know, InterContinental Hotels Group PLC (“IHG”) has announced its intention to return
capital to shareholders. This return of capital involves the introduction of the Company as new
listed parent company of IHG by way of a scheme of arrangement. Admission is expected to take
place on 27 June 2005.



It is intended that, subject to the scheme of arrangement becoming effective, the Company will,
with effect from Admission, adopt the name “InterContinental
Hotels Group PLC” to reflect the fact
that the introduction of the Company as new parent company is purely a structural change to
facilitate the return of capital and that management and business of the IHG Group will not
change.



Accordingly, it is proposed that your appointment as Managing Director, EMEA and as a director of
the Company will be subject to the terms of this letter with effect from Admission. This is
subject to your appointment as Managing Director, EMEA and as a director of IHG not having
otherwise terminated between the date of this letter and Admission.



The terms of your appointment as Managing Director, EMEA and as a director of IHG, set out in your
Service Agreement, will apply to your appointment as Managing Director, EMEA and as a director of
the Company, save that, with effect from Admission, all references to IHG in your Service
Agreement will be deemed to be references to the Company.



If Admission does not take place prior to 31 December 2005, this letter shall terminate without
liability on either party and your appointment as Managing Director, EMEA and as a director of IHG
will continue in accordance with the terms of your Service Agreement.




In this letter:



“Admission” means the date of admission of the entire share capital of the Company, issued and to
be issued to the Official List of the UK Listing Authority and to trading on the London Stock
Exchange;



 



A05009991/0.2/15 Apr 2005





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“IHG Group” means before the date on which the scheme of arrangement becomes effective, IHG and
its subsidiaries and subsidiary undertakings and following the date on which the scheme of
arrangement becomes effective, the Company and those entities which will become its subsidiaries
and subsidiary undertakings (including, for the avoidance of doubt, IHG); and



“Service
Agreement” means the service agreement between Six Continents PLC and you dated 12
February 2003, (and any subsequent amendments thereto).



We trust that these terms are acceptable to you. If so, we should be grateful if you would sign
and date the enclosed duplicate copy of this letter confirming your acceptance. Please then return
it to us as soon as possible.




	 	 	 	 	 
	Signed as a Deed by
	 	 	 	 
	 
	 	 	 	 
	New InterContinental Hotels Group PLC
	 	) 	 	 
	 
	 	 	 	 
	acting by
	 	) 	 	 
	 
	 	 	 	 
	 
	 	) 	 	 
	 
	 	 	 	 
	Director

	 	) 	 	/s/ R. T. Winter
	 
	 	) 	 	 
	 
	 	 	 	 
	Secretary

	 	) 	 	/s/ R. T. Winter
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Signed as a Deed by

	 	 	 	 
	 
	 	 	 	 
	Richard Hartman
	 	) 	 	/s/ Richard Hartman 
	 
	 	) 	 	 
	 
	 	 	 	 
	 
	 	) 	 	 
	 
	 	 	 	 
	In the presence of:
	 	) 	 	 
	 
	 	 	 	 
	Witness’s signature

	 	) 	 	/s/ Alison Coleman
	 
	 	 	 	 
	Witness’s name:

	 	 	 	Alison Coleman
	 
	 	 	 	 
	Witness’s address:

	 	 	 	59 Fountain Gardens, Windsor, 5L4354
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Witness’s occupation:

	 	 	 	Personal Assistant







A05009991/0.2/15 Apr 2005





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