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Exhibit 4.4    
  


IMPERIAL TOBACCO GROUP PLC  


 
 

RULES OF THE IMPERIAL TOBACCO GROUP
  
    LONG TERM INCENTIVE PLAN    
  


Approved
by the Company

on 14 August 1996

(and amended by the Remuneration Committee

on 9 October, 2 December 1996 and 24 November 2000

and 23 November 2001) 


ASHURST
MORRIS CRISP

Broadwalk House

5 Appold Street

London EC2A 2HA

Tel: 0207-638-1111

Fax: 0207-972-7990 







 
 

CONTENTS    
  



	Clause
	 	 
	 	Page

	1.	 	Operation of the Plan	 	2
	2.	 	Terms of a Conditional Award	 	2
	3.	 	Plan Limit	 	2
	4.	 	Grant of Conditional Awards	 	2
	5.	 	Obligations of Employee	 	3
	6.	 	Leaving Service or Reconstruction or Takeover during the Performance Period	 	3
	7.	 	Determination of Options	 	4
	8.	 	Options	 	4
	9.	 	Exercise and Lapse of Options	 	5
	10.	 	Reconstruction or Takeover before the Release Date—Lapse of Options	 	5
	11.	 	Capital Reorganisation	 	6
	12.	 	General	 	6
	13.	 	Amendment and termination	 	6
	14.	 	Governing Law	 	7








  



 
 

DEFINITIONS    
  


        "Certificate of Participation" means a certificate of participation issued pursuant to Rule 4(2). 



        "Committee"
means the Remuneration Committee of the Board of Directors of Imperial Tobacco Group PLC. 


        "Company"
means Imperial Tobacco Group PLC. 


        "Conditional
Award" means a conditional award to an Employee of Shares, in accordance with the Rules. 


        "Control"
has the same meaning as in Section 840 of the Income and Corporation Taxes Act 1988. 


        "Employee"
means any employee (including one who is also a director) of any Group Company who is required to devote substantially the whole of his working time to his employment or
office. 


        "Exercise
Price" means the nominal price payable on the exercise of an Option to be determined by the Trustee. 


        "Group
Company" means the Company and any company that is under the Control of the Company and is designated by the Committee as a participating company for the purposes of the Plan. 


        "London
Stock Exchange" means the London Stock Exchange Limited. 


        "Normal
Retirement Age" means age 65. 


        "Option"
means the right to acquire at the Exercise Price that number of Shares determined under Rule 7 (and which right shall be capable of being exercised at any time prior to
the seventh anniversary of its grant). 


        "Option
Certificate" means a certificate issued pursuant to Rule 8(2). 


        "Participant"
means an Employee who has a Conditional Award or an Option (and includes his personal representatives where appropriate). 


        "Performance
Condition" means the condition or conditions determined by the Committee and notified to a Participant. 


        "Performance
Period" means the period specified in a Certificate of Participation in respect of which a Performance Condition may be satisfied. 


        "Plan"
means the Imperial Tobacco Group Long Term Incentive Plan constituted by this document as may be amended from time to time in accordance with the Rules. 


        "Reconstruction
or Takeover" means any takeover, merger, amalgamation or reconstruction, however effected, including a reverse takeover, partial offer, reorganisation or scheme of
arrangement sanctioned by the court as a result of which there is a change in Control of the Company or any compromise or arrangement sanctioned by the Court under Section 425 of the Companies
Act 1985. 


        "Release
Date" means the seventh (7th) anniversary of the date on which an Option is granted, being the latest date on or by which such Option may be exercised by a Participant. 


        "Rules"
means these rules as amended from time to time. 


        "Shares"
means fully paid ordinary shares in the capital of the Company. 


        "Tax"
means any tax, duty, impost, levy charge or royalty in the nature of tax, whether domestic or foreign, and whether or not chargeable directly against the person concerned or any
other person, and any fine, penalty or interest connected therewith. 


1





 

        "Trustee"
means the trustees of any trust established by the Company or any other Group Company for the benefit of Employees. 



        Where
the context so admits the singular shall include the plural and vice versa and the masculine gender shall include the feminine. Any reference to a statutory provision is to be
construed as a reference to that provision as for the time being amended or re-enacted. 


1.    Operation of the Plan  


        The Plan shall be operated by the Committee at any time and at its discretion. 



2.    Terms of a Conditional Award  


        On or before granting a Conditional Award the Committee shall determine the following in relation to such Conditional Award: 


	(1)
	the
maximum number of Shares the subject of such Conditional Award;



	(2)
	the
Performance Period;



	(3)
	the
Performance Conditions to be satisfied in respect of the Performance Period; and



	(4)
	subject
to Rules 6 and 7, the date that the Shares, the subject of such Conditional Award shall be capable of vesting. 



3.    Plan Limit  


	(1)
	The
Committee shall consider whether the Company, subject to any applicable statutory or regulatory restrictions, should issue Shares to the Trustee or whether the Trustee should be
requested to purchase Shares in respect of Conditional Awards.



	(2)
	No
Share may be issued under the Plan on any date if, as a result, any of the following limits were to be exceeded:



	(i)
	the
total number of Shares issued or committed to be issued during the period of ten years ending on that date under the Plan and all other employees'
share schemes established by the Company would exceed 10% of the issued ordinary share capital of the Company on that date;



	(ii)
	the
total number of Shares issued or committed to be issued during the period of five years ending on that date under the Plan and all other employees'
share schemes established by the Company would exceed 5% of the issued ordinary share capital of the Company on that date; or



	(iii)
	the
total number of Shares issued or committed to be issued during the period of ten years ending on that date under the Plan and all other
discretionary share schemes established by the Company would exceed 5% of the issued ordinary share capital of the Company on that date and when determining whether a share scheme established by the
Company is a discretionary one for the purpose of this Rule 3(2)(iii) any savings related share option scheme or any other share scheme participation in which is offered to all Employees
shall be disregarded. 






4.    Grant of Conditional Awards  


	(1)
	The
Committee may grant a Conditional Award at any time to any Employee (provided that he will not reach Normal Retirement Age before the end of the Performance Period relating to
such Conditional Award). 


2





 
	(2)
	A
Participant who is granted a Conditional Award shall receive a Certificate of Participation (to take effect as a deed executed by the Company) as soon as reasonably practicable
following the date of grant. The Certificate of Participation shall set out the terms of the Participant's Conditional Award as specified Rule 2.



	(3)
	If
at any time after the grant of a Conditional Award the Committee considers that circumstances have arisen which would prevent the terms of the Conditional Award (as regards the
operation of the Plan generally or in respect of any Participant) from operating fairly in accordance with the spirit of the Plan, the Committee may vary any of those terms and specify any other terms
applicable to the operation of the Plan PROVIDED THAT any amendments made to the Performance Condition shall, in the opinion of the Committee, ensure that the revised Performance Condition is neither
easier nor more difficult to achieve than the original Performance Condition when first set. The Committee shall notify Participants of the details of any such variation which affects a Participant. 



5.    Obligations of Employee  


	(1)
	An
Employee who receives a Conditional Award may renounce the Conditional Award within thirty days of the date on which it is made, in which event such Conditional Award shall be
deemed for all purposes never to have been made.



	(2)
	A
Participant to whom a Conditional Award is granted (and who does not renounce such Conditional Award) shall:



	(a)
	be
bound by the terms of the Plan;



	(b)
	not
assign, transfer or charge such Conditional Award or any interest in it; and



	(c)
	indemnify
the Company, all Group Companies and the Trustee against any liability any of them may have to make a payment of Tax in connection with his participation in the Plan. 






6.    Leaving Service or Reconstruction or Takeover during the Performance Period  


	(1)
	Subject
to Rules 6(2) and 6(3), if a Participant ceases to be an Employee before the expiry of the Performance Period, his Conditional Award shall immediately lapse.



	(2)
	(i)
If a Participant ceases to be an Employee before the expiry of the Performance Period by reason of



	•
	death



	•
	injury,
ill-health, or disability



	•
	redundancy



	•
	retirement
on or after contractual retirement age



	•
	early
retirement with the agreement of his Employing Company



	•
	the
Group Company or business in which the Participant is employed ceasing to be under the Control of the Company, or to be owned by a Group Company



	•
	any
other circumstances where the Committee so decides 






the
Performance Period shall be deemed to have ended as at the date on which the Participant ceases to be an Employee (which period shall be referred to as "the Relevant Period") and the number of
Shares to be the subject of an Option in respect of the relevant Conditional Award shall be equal to A where A = x/yPA (the "formula") where: 



3





 

        A
is the number of Shares to be the subject of such Option; 


        PA
is the number of Shares determined by the application of the Performance Condition to the Relevant Period; 


        x
is the number of days comprised in the Relevant Period; and, 


        y
is the total number of days which would have been comprised in the Performance Period had the Participant not ceased to be an Employee. 



	(ii)
	In
the case of death an Option shall be granted to the personal representatives of the Participant in respect of the number of Shares determined by the
formula set out in this Rule 6(2) but may only be exercised by the same on the production of an Office Copy Grant of Probate or Letters of Administration. 





	(3)
	If
a Participant ceases to be an Employee before the expiry of the Performance Period by reason of



	•
	early
retirement with the agreement of his Employing Company; or



	•
	redundancy 






        the
Committee may determine that the formula shall not be applied either in whole or in part. 


	(4)
	If
there is a Reconstruction or Takeover before the expiry of the Performance Period, the Performance Period shall be deemed to have ended on the date on which the change of Control
takes effect.



	(5)
	If
in consequence of an offer to shareholders in the Company (or any of them) or any scheme of reconstruction (however effected) before expiry of the Performance Period the Shares are
to cease to be listed on the London Stock Exchange, the Committee shall notify Participants and the Performance Period shall be deemed to have ended on the date of such notification. 



7.    Determination of Options  


	(1)
	As
soon as reasonably practicable after, but in any event within 35 days of, the date determined by the Committee for the purposes of Rule 2(4) (or, but only in the
circumstances set out in Rule 6(2), 6(3), 6(4) or 6(5), as soon as reasonably practicable after, but in any event within 35 days of, the deemed end of the Performance Period) an Option
shall be granted to a Participant by either the Company or the Trustee over such number of Shares the subject of the relevant Conditional Award as is determined by the application of the Performance
Condition and, but only where required in accordance with the terms of Rule 6(2) or 6(3), the formula.



	(2)
	The
Participant shall have no further rights in respect of any Shares subject to a Conditional Award which are not made the subject of the corresponding Option. 




8.    Options  


	(1)
	If
Options are to be granted by the Trustee the Company shall advise the Trustee of the number of Shares to be comprised in the Options to be granted and the Release Date applicable
to such Options and the Trustee shall be requested to grant Options on the basis advised to it.



	(2)
	If
Options are to be granted by the Company, rule 8(1) shall not apply and the Company will decide upon the number of Shares to be comprised in the Options it is to grant and
the Release Date applicable to such Options and shall grant such Options on this basis. 


4





 
	(3)
	An
Option Certificate executed under seal or otherwise to take effect as a deed specifying the number of Shares the subject of the Option, the Exercise Price and the Release Date
shall be issued to the Participant.



	(4)
	The
Company, any relevant Group Company and/or the Trustee may in their absolute discretion make such arrangements as it or they consider necessary or desirable to meet any liability
to Tax or other imposts in respect of Options granted under the Plan. 



9.    Exercise and Lapse of Options  


	(1)
	Save
as otherwise provided in these Rules, an Option may be exercised in whole or in part at any time after an Option is granted pursuant to Rule 8 and until the Release Date.



	(2)
	An
Option shall be exercised by the Participant lodging with the Trustee at its registered office (or such other address as may be notified to Participants from time to time) a notice
in such form as the Trustee may from time to time prescribe and payment (in such manner as the Trustee shall direct) of the Exercise Price; the date of exercise shall be the date of such notice.



	(3)
	Following
any exercise of an Option in part (other than an exercise which exhausts the Option), the Participant shall be sent a new Option Certificate in respect of the balance of
Shares the subject of such Option.



	(4)
	Shares
shall be transferred to a Participant as soon as reasonably practicable after the Option is exercised.



	(5)
	Shares
transferred pursuant to the Plan will rank pari passu in all respects with Shares then already in issue except that they will
not rank for any dividend or other distribution of the Company paid or made by reference to a record date falling prior to the date of exercise of the relevant Option. 



10.  Reconstruction or Takeover before the Release Date—Lapse of Options  


	(1)
	If
there is a Reconstruction or Takeover Participants shall be notified and outstanding Options must be exercised in whole or in part not later than the earliest of:



	(a)
	the
expiry of the period of six months commencing on the date there is a change of Control of the Company;



	(b)
	the
expiry of the period of three months commencing on the date on which the Court sanctions a compromise or arrangement under Section 425 of the Companies Act 1985;



	(c)
	the
expiry of the period during which any person becomes bound or entitled to acquire Shares under Sections 428 to 430F of the Companies Act 1985. 









	(2)
	If
the Shares are to cease being listed on the London Stock Exchange Participants shall be notified and outstanding Options must be exercised in whole or in part prior to or within
six months from the date of such cessation.



	(3)
	An
Option shall lapse and be of no further effect if, or to the extent that, it shall not have been exercised by the expiry of any time limit for exercise set out in this
Rule 10, whichever shall expire first and in such circumstances the Participant otherwise entitled thereto shall have no further claim or right resulting from its lapse. 


5





 

11.  Capital Reorganisation  


	(1)
	If
there is any capital reorganisation of the Company including a capitalisation issue, rights issue or rights offer, consolidation or sub-division or any other variation
of share capital, or any special dividend, reconstruction or demerger, a Conditional Award or an Option shall be adjusted in such manner as the Company's auditors, acting as experts and not as
arbitrators, may confirm in writing to be fair and reasonable.



	(2)
	Participants
shall be notified of any such adjustment. 



12.  General  


	(1)
	Any
notice or other document given to any Employee or Participant pursuant to the Plan shall be delivered to him or sent by post to him at his home address according to the records of
his employing company or such other address as may appear to the Committee to be appropriate. Notices or other documents sent by post shall be deemed to have been received 2 days following the
date of posting.



	(2)
	The
decision of the Committee on any question of interpretation of the Rules or any dispute relating to or connected with the Plan shall be final and conclusive.



	(3)
	The
costs of introducing, operating and administering the Plan shall be borne by the Company.



	(4)
	The
Committee shall have power from time to time to make regulations for the administration and operation of the Plan provided that they are not inconsistent with these Rules.



	(5)
	No
Conditional Award shall be made or Option granted or exercised on a day on which any dealing in Shares would be prohibited by the London Stock Exchange Model Code for Transactions
in Securities by Directors (a "Prohibited Day") and any Conditional Award or grant or exercise of an Option shall be deferred until the first day following the Prohibited Day on which the prohibition
on Dealings shall be lifted. This Rule 12(5) shall apply to any Conditional Awards made and Options granted or exercised whether or not the Employee concerned is subject generally to the said
Model Code.



	(6)
	Nothing
in the Plan shall form part of a Participant's contract of employment. The rights and obligations of a Participant under the terms and conditions of his employment by any
Group Company shall not be affected by his participation in the Plan. The Participant shall have no right to compensation or damages or any other sum or benefit in respect of his ceasing to
participate in the Plan or in respect of any loss or reduction of any rights or expectations under the Plan in any circumstances. An Employee who is not invited to participate in the Plan shall have
no right to compensation or damages or any other sum or benefit in respect of his non participation. 



13.  Amendment and termination  


	(1)
	The
Scheme shall be administered under the direction of the Committee who may at any time and from time to time by resolution and without other formality amend or augment the Rules or
the Scheme in any respect provided that:



	(i)
	no
amendment shall operate to affect adversely in any way any rights already acquired by a Participant under the Plan;



	(ii)
	no
amendment may be made which would, if carried out, involve the Trustee in a new or additional obligation or liability without the prior agreement of the Trustee; and 





6





 



	(iii)
	no
amendment may be made to the advantage of Participants except with the prior approval of the shareholders of the Company in General Meeting except
for minor amendments to benefit the administration of the Plan and amendments to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants in the Plan or for any
Group Company. 





	(2)
	Notwithstanding
anything to the contrary contained herein, the Committee may at any time and from time to time by resolution and without further formality amend the Plan in such
manner as the Committee may consider necessary or desirable in order to comply with, take advantage of, or otherwise in connection with any taxation, legal, regulatory or other rule, law, guideline,
regulation or other provision of or prevailing in any jurisdiction in which this Plan is or is intended to be operated.



	(3)
	The
limits in Rule 3(2) may not be increased without the approval of the shareholders of the Company in General Meeting.



	(4)
	No
amendment shall take effect that would cause the Plan to cease to be an "employees' share scheme" as defined in Section 743 of the Companies Act 1985.



	(5)
	The
Committee shall have discretion to terminate the Plan at any time which shall in any event terminate on 15 August 2006 but, in each case, without prejudice to outstanding
Conditional Awards or Options. 



14.  Governing Law  


        The Plan is governed by English law and if there is any conflict of laws, English law shall prevail. All Group Companies and Participants shall submit to the
non-exclusive jurisdiction of the English Courts as regards any matter arising under the Plan. 


7









 
 

SCHEDULE 1    
  


INTERNATIONAL RULES  


        The
Rules of the Plan apply in the jurisdiction specified below: 


Australia

Germany

Singapore

Spain 


        The
Rules of the Plan apply with and subject to the following amendments and provisions which have been adopted by the Board pursuant to rule 13.2 for the purposes of the
operation of the Plan in the jurisdiction specified below: 


Ireland
(Appendix 1)

The Netherlands (Appendix 2)

Belgium (Appendix 3)

France (Appendix 4) 







 
 

APPENDIX 1    
  


 
  IMPERIAL TOBACCO GROUP INTERNATIONAL
  LONG TERM INCENTIVE PLAN    
  


The
purpose of this Appendix is to specify terms and conditions under which the Plan is to be modified in its application to any conditional award or option granted or to be granted to a person
resident for tax purposes in Ireland. 


Words
and phrases defined in the Plan shall bear the same meaning in this Appendix I except as otherwise provided. 


	1.
	In
the definition of "Option" the word "seventh" shall be deleted and replaced by "fourth".



	2.
	In
the definition of "Release Date" the words "seventh (7th)" shall be deleted and replaced by "fourth (4th)". 






  



 
 

APPENDIX 2    
  


 
  IMPERIAL TOBACCO GROUP INTERNATIONAL
  LONG TERM INCENTIVE PLAN    
  


The
purpose of this Appendix is to specify terms and conditions under which the Plan is to be modified in its application to any Conditional Award or Option granted or to be granted to a person
resident for tax purposes in the Netherlands. 


Words
and phrases defined in the Plan shall bear the same meaning in this Appendix 2 except as otherwise provided. 


	1.
	Rule 6(2)(i) shall
be amended and the words:



	1.1
	in
the 14th line "to be the subject of an Option in respect of" shall be deleted and replaced with "the subject of";



	1.2
	in
the 16th line "to be the subject of such Option" shall be deleted and replaced with "the number of Shares the subject of the relevant Conditional Award"; 









	2.
	Rule 6(2)(ii) shall
be amended and the words: 






"In
the case of death an Option shall be granted to the personal representatives of the Participant in respect of the number of Shares determined by the formula set out in this
Rule 6(2)(ii) but may only be exercised by the same on the production of an Office Copy Grant of Probate or Letters of Administration" shall be deleted and replaced with the words "In
the case of death the number of Shares determined by the formula set out in this Rule 6(2) shall be transferred to the personal representatives of the Participant on the production of an Office
Copy Grant of Probate or Letters of Administration." 




	3.
	Rule 7
shall be re-titled "Transfer of Shares".



	4.
	Rules 7(1)
and (2) shall be deleted and replaced with the following:



	"7(1)
	After
the date determined by the Committee for the purposes of Rule 2(4) (or, but only in the circumstances set out in Rule 6(2), 6(3), 6(4) or 6(5), as soon as
reasonably practicable after the deemed end of the Performance Period) such number of Shares the subject of the relevant Conditional Award, as is determined by the application of the Performance
Condition and, but only where required in accordance with the terms of Rule 6(2) or 6(3), the formula, shall vest in the Participant and such Shares shall be transferred as soon as practicable
to the relevant Participant.



	7(2)
	The
Participant shall have no further rights in respect of any Shares subject to a Conditional Award which do not vest in accordance with Rule 7(1)." 









	5.
	Rules 8(1),
(2) and (3) shall be deleted.



	6.
	In
Rule 8 (4) the words "Options granted" shall be deleted and replaced with "the vesting of the Conditional Award and/ or the Shares transferred" and the Rule shall be
re-numbered a new Rule 7(3).



	7.
	Rules 9(1)
to (4) inclusive shall be deleted.



	8.
	Rule 9(5)
shall be re-numbered a new Rule 7(4) and the wording "exercise of the relevant Option" shall be deleted and replaced with the wording "transfer of
the Shares".



	9.
	Rule 10
shall be deleted.



	10.
	Rules 11,
12, 13, and 14 re-numbered accordingly. 


1





 
	11.
	The
renumbered Rule 9(5) shall be amended and the words:



	9.1
	in
the first line "Option granted or exercised" shall be deleted and replaced with "shall vest or Shares be transferred";



	9.2
	in
the fourth line "grant or exercise of an Option" shall be deleted and replaced with "the vesting of a Conditional Award or transfer of Shares";



	9.3
	in
the penultimate line "Options granted or exercised" shall be deleted and replaced with "any vesting of Conditional Awards or any transfer of Shares". 





2










  



 
 

APPENDIX 3    
  


 
  IMPERIAL TOBACCO GROUP INTERNATIONAL
  LONG TERM INCENTIVE PLAN    
  



The
purpose of this Appendix is to specify terms and conditions under which the Plan is to be modified in its application to any Conditional Award or Option granted or to be granted to a person
resident for tax purposes in Belgium. 


Words
and phrases defined in the Plan shall bear the same meaning in this Appendix 3 except as otherwise provided. 


	1.
	Rule 6(2)(i) shall
be amended and the words:



	1.1
	in
the 14th line "to be the subject of an Option in respect of" shall be deleted and replaced with "the subject of";



	1.2
	in
the 16th line "to be the subject of such Option" shall be deleted and replaced with "the number of Shares the subject of the relevant Conditional Award"; 









	2.
	Rule 6(2)(ii) shall
be amended and the words:



	1.3
	"in
the case of death an Option shall be granted to the personal representatives of the Participant in respect of the number of Shares determined by the formula set out in this
Rule 6(2)(ii) but may only be exercised by the same on the production of an Office Copy Grant of Probate or Letters of Administration" shall be deleted and replaced with the words "In
the case of death the number of Shares determined by the formula set out in this Rule 6(2) shall be transferred to the personal representatives of the Participant on the production of an Office
Copy Grant of Probate or Letters of Administration." 









	3.
	Rule 7
shall be re-titled "Transfer of Shares".



	4.
	Rules 7(1)
and (2) shall be deleted and replaced with the following:



	"7(1)
	After
the date determined by the Committee for the purposes of Rule 2(4) (or, but only in the circumstances set out in Rule 6(2), 6(3), 6(4) or 6(5), as soon as
reasonably practicable after the deemed end of the Performance Period) such number of Shares the subject of the relevant Conditional Award, as is determined by the application of the Performance
Condition and, but only where required in accordance with the terms of Rule 6(2) or 6(3), the formula, shall vest in the Participant and such Shares shall be transferred as soon as practicable
to the relevant Participant.



	7(2)
	The
Participant shall have no further rights in respect of any Shares subject to a Conditional Award which do not vest in accordance with Rule 7(1)." 









	5.
	Rules 8(1),
(2) and (3) shall be deleted.



	6.
	In
Rule 8(4) the words "Options granted" shall be deleted and replaced with "the vesting of the Conditional Award and/ or the Shares transferred" and the Rule shall be
re-numbered a new Rule 7(3).



	7.
	Rules 9(1)
to (4) inclusive shall be deleted.



	8.
	Rule 9(5)
shall be re-numbered a new Rule 7(4) and the wording "exercise of the relevant Option" shall be deleted and replaced with the wording "transfer of
the Shares".



	9.
	Rule 10
shall be deleted.



	10.
	Rules 11,
12, 13, and 14 re-numbered accordingly. 


3





 
	11.
	The
renumbered Rule 9(5) shall be amended and the words:



	9.1
	in
the first line "Option granted or exercised" shall be deleted and replaced with "shall vest or Shares be transferred";



	9.2
	in
the fourth line "grant or exercise of an Option" shall be deleted and replaced with "the vesting of a Conditional Award or transfer of Shares";



	9.3
	in
the penultimate line "Options granted or exercised" shall be deleted and replaced with "any vesting of Conditional Awards or any transfer of Shares". 





4





 




 
 

APPENDIX 4    
  


 
  IMPERIAL TOBACCO GROUP INTERNATIONAL
  LONG TERM INCENTIVE PLAN    
  


The
purpose of this Appendix is to specify terms and conditions under which the Plan is to be modified in its application to any Conditional Award or Option granted or to be granted to a person
resident for tax purposes in France. 


Words
and phrases defined in the Plan shall bear the same meaning in this Appendix 4 except as otherwise provided. 


	1.
	Rule 5(2)(c)
shall be amended and the words: 



"a
payment of Tax in connection with his participation in the Plan" shall be deleted and replaced by "a payment of Tax by way of withholding in connection with his participation in the Plan". 



	2.
	Rule 6(2)(i) shall
be amended and the words:



	1.1
	in
the 14th line "to be the subject of an Option in respect of" shall be deleted and replaced with "the subject of";



	1.2
	in
the 16th line "to be the subject of such Option" shall be deleted and replaced with "the number of Shares the subject of the relevant Conditional Award"; 









	3.
	Rule 6(2)(ii) shall
be amended and the words:



	1.3
	"in
the case of death an Option shall be granted to the personal representatives of the Participant in respect of the number of Shares determined by the formula set out in this
Rule 6(2)(ii) but may only be exercised by the same on the production of an Office Copy Grant of Probate or Letters of Administration" shall be deleted and replaced with the words "In
the case of death the number of Shares determined by the formula set out in this Rule 6(2) shall be transferred to the personal representatives of the Participant on the production of an Office
Copy Grant of Probate or Letters of Administration." 









	4.
	Rule 7
shall be re-titled "Transfer of Shares".



	5.
	Rules 7(1)
and (2) shall be deleted and replaced with the following:



	"7(1)
	After
the date determined by the Committee for the purposes of Rule 2(4) (or, but only in the circumstances set out in Rule 6(2), 6(3), 6(4) or 6(5), as soon as
reasonably practicable after the deemed end of the Performance Period) such number of Shares the subject of the relevant Conditional Award, as is determined by the application of the Performance
Condition and, but only where required in accordance with the terms of Rule 6(2) or 6(3), the formula, shall vest in the Participant and such Shares shall be transferred as soon as practicable
to the relevant Participant.



	7(2)
	The
Participant shall have no further rights in respect of any Shares subject to a Conditional Award which do not vest in accordance with Rule 7(1)." 









	6.
	Rules 8(1),
(2) and (3) shall be deleted.



	7.
	In
Rule 8(4) the words "Options granted" shall be deleted and replaced with "the vesting of the Conditional Award and/ or the Shares transferred" and the Rule shall be
re-numbered a new Rule 7(3).



	8.
	Rules 9(1)
to (4) inclusive shall be deleted.



	9.
	Rule 9(5)
shall be re-numbered a new Rule 7(4) and the wording "exercise of the relevant Option" shall be deleted and replaced with the wording "transfer of
the Shares". 


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	10.
	Rule 10
shall be deleted.



	11.
	Rules 11,
12, 13, and 14 re-numbered accordingly.



	12.
	The
renumbered Rule 9(5) shall be amended and the words:



	9.1
	in
the first line "Option granted or exercised" shall be deleted and replaced with "shall vest or Shares be transferred";



	9.2
	in
the fourth line "grant or exercise of an Option" shall be deleted and replaced with "the vesting of a Conditional Award or transfer of Shares";



	9.3
	in
the penultimate line "Options granted or exercised" shall be deleted and replaced with "any vesting of Conditional Awards or any transfer of Shares". 





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Exhibit 4.4


RULES OF THE IMPERIAL TOBACCO GROUP LONG TERM INCENTIVE PLAN



CONTENTS


DEFINITIONS


SCHEDULE 1



APPENDIX 1


IMPERIAL TOBACCO GROUP INTERNATIONAL LONG TERM INCENTIVE PLAN




APPENDIX 2


IMPERIAL TOBACCO GROUP INTERNATIONAL LONG TERM INCENTIVE PLAN




APPENDIX 3


IMPERIAL TOBACCO GROUP INTERNATIONAL LONG TERM INCENTIVE PLAN


APPENDIX 4


IMPERIAL TOBACCO GROUP INTERNATIONAL LONG TERM INCENTIVE PLAN