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Exhibit 4.8    
  


23
September 2002 


Mr
G Davis

Chief Executive

Imperial Tobacco Group PLC

PO Box 244

Upton Road

Bristol BS99 7UJ 


Dear
Gareth 


 
 

Executive Directors' Salary Review    
  


        On behalf of the Remuneration Committee, I have been asked to advise you that at its meeting on 4 September 2002, following a review of the Company's
current remuneration arrangements for Executive Directors, it was agreed that your salary be increased to £600,000 per annum, with effect from 1 October 2002. 


Yours
sincerely 


R C Hannaford

Secretary of the Remuneration Committee






23
September 2002 



Mr
R Dyrbus

Finance Director

Imperial Tobacco Group PLC

PO Box 244

Upton Road

Bristol BS99 7UJ 


Dear
Bob 


 
 

Executive Directors' Salary Review    
  


        On behalf of the Remuneration Committee, I have been asked to advise you that at its meeting on 4 September 2002, following a review of the Company's
current remuneration arrangements for Executive Directors, it was agreed that your salary be increased to £380,000 per annum, with effect from 1 October 2002. 



Yours
sincerely 


R C Hannaford

Secretary of the Remuneration Committee







Dated 19th December 2002  



      



(1) Imperial Tobacco Group PLC



— and —



(2) Manfred Häussler  






  
 

    EXECUTIVE SERVICE AGREEMENT    
  





       










   
An Agreement made the 19th day of December 2002 between: 


	(1)
	Imperial Tobacco Group PLC (Company Number: 3236483) whose registered office is situated at PO Box 244, Upton Road, Bristol
BS99 7UJ ("the Company"); and



	(2)
	Manfred Häussler of Apt 1 Boyne House, 9 Grove Road, Beaconsfield, Bucks HP9 1UN ("the Executive"). 



Witnesses as follows: 


1.    Definitions  


        In this Agreement unless the context otherwise requires: 


	1.1
	"the
Board" means the Board of Directors of the Company;



	1.2
	"Group
Companies" means the Company and all subsidiary and associated companies from time to time of the Company which shall include, for the avoidance of doubt, Imperial Tobacco
Germany Management GmbH;



	1.3
	"associated
companies" means a company which falls to be treated as such for the purposes of Statement of Standard Accounting Practice No. 1 of the Institute of Chartered
Accountants in England and Wales;



	1.4
	"subsidiary"
has the meaning ascribed thereto in Section 736 of the Companies Act 1985 as amended;



	1.5
	"Reemstma"
means Reemstma Holding GmbH & Co. KG, Reemstma Cigarettenfabriken GmbH and their subsidiaries;



	1.6
	References
to Clauses are to clauses so numbered in this Agreement. 



2.    Term and Appointment  


	2.1
	The
Company shall engage the Executive and the Executive shall serve the Company as hereinafter provided ("the Appointment"). Under the terms of the Appointment the Executive's
employment with the Company commenced on 1 June 2002, and his appointment as an executive director of the Company commenced on 1 August 2002. The Appointment shall continue subject as
hereinafter mentioned in this Agreement unless and until terminated by either party giving to the other not less than the requisite prior notice in writing, in accordance with the following
provisions:



	(a)
	At
the commencement of the Appointment, the requisite notice from the Company shall be 104 weeks. This shall reduce at the rate of two weeks per calendar month from the commencement
of the Appointment until such time as the requisite notice shall reach 52 weeks whereupon that shall become the requisite notice period required from the Company.



	(b)
	At
all times the requisite notice period required from the Executive shall be 52 weeks. 






For
the avoidance of doubt, the Appointment shall automatically terminate when the Executive reaches the age of 63 years. 



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	2.2
	Where
notice is served to terminate the Appointment whether by the Company or the Executive the Company shall be entitled in its absolute discretion to terminate the Appointment
forthwith by paying to the Executive salary in lieu of notice and if the Executive accepts such payment it shall be deemed to be in full and final satisfaction of the Executive's claims under this
Agreement. For the avoidance of doubt, no additional compensation will be payable in respect of the termination of any other position held within the Group, e.g. as a member of the Vorstand or member
of the Supervisory Board at Reemtsma. 



3.    Duties  


	3.1
	During
the Appointment the Executive shall devote the whole of his time and attention to the duties assigned to him and shall well and faithfully serve the Company and use his best
endeavours to promote the interests of the Company and the Group Companies and shall obey all reasonable and lawful directions given to him by or under the authority of the Board and subject thereto
the Executive shall perform the duties of Sales and Marketing Director.



	3.2
	The
Executive may be required in pursuance of his duties hereunder:



	(a)
	to
perform services not only for the Company but also for any of the Group Companies and without further remuneration (except as otherwise agreed) to accept such offices in any of the
Group Companies as the Company may from time to time reasonably require and if the Executive shall cease to be a director of the Company for any reason then he may at the will of the Company continue
as an employee;



	(b)
	to
work at such places within the United Kingdom as the Company may require, the Company reimbursing the Executive in respect of all reasonable relocation expenses; and



	(c)
	to
travel to such places whether in or outside the United Kingdom by such means and on such occasions as the Company may from time to time require. 









	3.3
	Notwithstanding
the foregoing or any other provision of this Agreement the Company shall not be under any obligation to vest in or assign to the Executive any powers or duties and may
at any time require the Executive to perform:



	(a)
	all
his normal duties;



	(b)
	a
part only of his normal duties and no other duties;



	(c)
	such
duties as it may reasonably require and no others; or



	(d)
	no
duties whatsoever; 






After
notice to terminate the Employment has been given by the Executive or the Company, the Board may for all or part of the duration of the notice period in its absolute discretion require the
Executive: 



	(i)
	to
perform only such duties as it may allocate to the Executive;



	(ii)
	not
to perform any of the Duties;



	(iii)
	not
to have any contact (other than social contact) with clients of the Company, or any Group Company;



	(iv)
	not
to have any contact other than social contact with such employees or suppliers of the Company, or any Group Company as the Board shall determine;



	(v)
	to
disclose to the Board any attempted contact (other than social contact) with him made by any client, employee or supplier with whom the Executive has been required to have no
contact pursuant to this sub-clause; 




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	(vi)
	to
take any accrued holiday entitlement;



	(vii)
	not
to enter any premises of the Company or any Group Company. 




provided
always that throughout the period of any such action and subject to the other provisions of this Agreement the Executive's salary and contractual benefits shall not cease to accrue or be
paid. 



	(e)
	The
Executive acknowledges that such action taken on the part of the Company shall not constitute a breach of this Agreement of any kind whatsoever nor shall the Executive have any
claim against the Company in respect of any such action.



	(f)
	During
any period of garden leave the Executive shall owe a duty of the utmost good faith to the Company, must not work for any other person or on his own account and shall remain
readily contactable and available to work for the Company, or any Group Company. Should the Executive work for any other person or on his own account or fail to be available for work at any time
having been requested by the Company to do so, the Executive's right to salary and contractual benefits in respect of such period of non-availability shall be forfeit notwithstanding any
other provision of this Agreement. 




4.    Holiday Entitlement  



During
the Appointment the Executive shall be entitled to twenty five working days' holiday (in addition to eight public holidays and four Company holidays) in each calendar year January to December
at full salary to be taken at such time or times as may be approved by the Board. Holidays not taken can be carried over to a subsequent year provided that this is agreed by the Board. Upon the
termination of the Appointment by either the Executive or the Company either the Executive shall be entitled to receive payment in lieu of accrued holidays in respect of the then current calendar year
not taken at that date (provided that such termination is not pursuant to Clause 12) or the Company shall be entitled to make a deduction from the Executive's remuneration in respect of
holidays taken in excess of the accrued entitlement. The accrued holiday entitlement at the date of termination shall be calculated on the basis of 21/12 days holiday for each completed
calendar month of service in the then current calendar year and the amount of the payment in lieu or deduction shall be calculated on the basis of 1/260 of the Executive's annual salary for each day's
holiday not taken or taken in excess of the accrued entitlement. 




5.    Disclosure of interests  


	5.1
	Except
for those appointments already held by the Executive and notified to the Board at the date of this Agreement or as a representative of the Company or with the previous approval
of the Board the Executive shall not during the Appointment whether directly or indirectly and whether paid or unpaid be engaged or concerned in the conduct of any other actual or prospective business
or professions or be or become an employee, agent, partner, consultant or director of any other company or firm or assist, subject to Clause 5.2, or have any financial interest in any other
such business or profession.



	5.2
	The
Executive shall be permitted to hold shares or securities of a company any of whose shares or securities are quoted or dealt in on any recognised investment exchange provided that
any such holding shall not exceed five per cent. of the issued share capital of the company concerned and is held by way of bona fide investment only ("Investment").



	5.3
	The
Executive shall disclose to the Board any matters relating to his spouse, their children, or their parents which, if they applied to the Executive, would contravene
Clause 5.1, to the extent that the Executive has actual knowledge of such matters. 


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6.    Remuneration and Benefits  


	6.1
	During
the Appointment, as remuneration for his services hereunder, the Executive shall be paid a fixed salary at the rate of £350,000 (Three Hundred and Fifty Thousand
Pounds) per annum with effect from 1 June 2002, rising to £370,000 (Three Hundred and Seventy Thousand Pounds) per annum with effect from 1 October 2002, and thereafter at
such other rate as may be agreed annually. Such salary shall be inclusive of any fees or remuneration which he would otherwise be entitled to receive from the Company or any Associated Company and
shall be payable by bank credit transfer in equal monthly instalments in arrears on the 16th day of each calendar month, or if the 16th is not a working day, then on the last working day before the
16th of the month.



	6.2
	In
addition to the remuneration defined at paragraph 6.1, during his period of membership of the Imperial Tobacco Pension Fund ("the Fund") the Executive shall be entitled to
receive an annual non-pensionable non-bonusable salary supplement equal to the amount which the Executive shall be required to pay by way of member contributions to the Fund in
accordance with its trust deed and rules as they may be altered or amended from time to time. Payment of this salary supplement shall be made monthly in accordance with the provisions of
paragraph 6.1. For periods of membership of the Fund of less than one year the amount of the salary supplement for that year shall be pro-rated accordingly.



	6.3
	To
the extent to which the Board exercises its discretion regarding the provision of any annual bonus scheme, the Executive shall be entitled to participate in the Company's annual
bonus scheme in accordance with the rules of the scheme and any performance conditions thereunder as those rules or conditions may be altered or amended from time to time. The provision of an annual
bonus scheme is at the absolute discretion of the Board (who may, subject however to the express terms of such bonus scheme, suspend or discontinue such bonus scheme at any time in the interests of
the Company whether generally or in relation to the Executive).



	6.4
	To
the extent to which the Board exercises its discretion regarding the provision of a long term incentive plan, the Executive shall be entitled to participate in the Company's long
term incentive plan in accordance with the rules of the plan and any performance conditions thereunder as those rules or conditions may be altered or amended from time to time. The provision of the
long term incentive plan is at the absolute discretion of the Board (who may, subject however to the express terms of such plan, suspend or discontinue such a plan at any time in the interests of the
Company whether generally or in relation to the Executive).



	6.5
	To
the extent to which the Board exercises its discretion regarding the provision of a share matching scheme, the Executive shall be entitled to participate in the Company's share
matching scheme in accordance with the rules of the scheme as those rules may be altered or amended from time to time. The provision of the share matching scheme is at the absolute discretion of the
Board (who may, subject however to the express terms of such scheme, suspend or discontinue such a scheme at any time in the interests of the Company whether generally or in relation to the
Executive).



	6.6
	Subject
to the rules of the terms of the scheme as they may be altered or amended, the Executive shall be entitled to participate in any private medical insurance cover taken out by
the Company for the benefit of its directors and/or senior employees. 


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	6.7
	During
his period of employment, the Executive shall be entitled to participate in the Imperial Tobacco Pension Fund ("the Fund") an Inland Revenue exempt approved occupational
pension scheme, in accordance with its trust deed and rules as they may be altered or amended from time to time. Provided and to the extent that the Executive participates in the Fund as an employed
member during his period of employment, the following additional provisions in paragraphs 6.8 and 6.9 shall apply in respect of the Executive's pension arrangements deriving from his period of
employment.



	6.8
	On
his retirement, the Company undertakes to procure that the total pension payable to the Executive ("the Total Pension") shall be calculated in accordance with the pension agreement
dated 13 November 1990 ("the 1990 Agreement") made between the Executive and Reemtsma Cigarettenfabriken GmbH, as the same may have been amended from time to time, applying the following
assumptions to such calculation:



	(a)
	that
years of service with the Company or any other Group Company shall be accepted as service years for the calculation of the amount of the pension entitlements according to the
provisions of the 1990 Agreement; and



	(b)
	that
the tax base calculation (Bemessungsgrundlage) defined in the 1990 Agreement shall be calculated as the rate of his fixed annual salary in accordance with paragraph 6.1 at
the date of his retirement. 






The
Total Pension shall be deemed to comprise any pension payable to a dependant of the Executive (including a surviving spouse) on his death. 



By
way of confirmation, if the Executive remains employed until he reaches his retirement age of 63 the amount of the Total Pension payable to him for life under the above provisions would be 42% of
his fixed annual salary in accordance with paragraph 6.1 at the date of his retirement, and the pension payable to his spouse for life following his death would be 60% of such amount. 



	6.9
	The
Total Pension referred to in paragraph 6.8 shall be paid to the Executives in the following discrete parts:



	(a)
	the
pension payable to the Executive by the Imperial Tobacco Pension Fund ("the Fund") in respect of his period of employment with the Company, being the standard pension payable
under the rules of the Fund (or benefits of equivalent aggregate value, including an adjusted pension, if the Executive elects to commute part of the pension for a lump sum, to allocate part of it to
a dependant or to take a pension of an alternative amount;



	(b)
	the
pension payable to the Executive by Reemtsma Cigarettenfabriken GmbH in accordance with the 1990 Agreement in respect of his period of employment with that company;



	(c)
	a
pension payable to the Executive by the Company equal to the remaining balance of the Total Pension after payment to him of the pensions referred to in sub-paragraphs
(a) and (b) above. 








7.    Expenses  



The
Executive shall be entitled to be repaid all reasonable travelling, hotel and other expenses properly authorised by the Board and incurred in or about the performance of his duties hereunder,
which expenses shall be evidenced in such manner as the Company may reasonably require from time to time. 



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8.    Company Car  



To
assist in the performance of his duties hereunder the Company shall during the Appointment provide the Executive with a car of a cost and type to be determined from time to time by the Board and
subject to any terms and conditions which the Company may from time to time impose on the Executive in relation thereto. Subject thereto the Company shall bear the cost of insuring, testing, taxing,
repairing and maintaining the same and shall reimburse to the Executive all reasonable running expenses of such car. The Executive shall: 



	8.1
	take
good care of the car and ensure that the provisions and conditions of any policy of insurance relating thereto are observed;



	8.2
	not
permit such car to be taken out of the United Kingdom without the written consent of the Company; and



	8.3
	the
Executive may at his own election opt out of the above scheme, and in its place use his own car, and claim a car allowance, the amount of which is set by the Board from time to
time. 



9.    Confidential Information  


	9.1
	The
Executive shall not use or divulge or communicate to any person other than with proper authority any of the trade secrets or other confidential information of or relating to the
Company or any of the Group Companies (including but not limited to details of customers, potential customers, consultants, suppliers, potential suppliers, designs, product details, future product
details, prices, discounting arrangements, specific product applications, existing trade arrangements, terms of business and those in the course of negotiation, operating systems, pricing and fee
structures, financial information, inventions, research and development activities) which he may have created, developed, received or obtained while in the service of the Company or any of the Group
Companies (whether before or after the commencement of the Appointment). This restriction shall continue to apply after the termination of the Appointment howsoever arising without limit in point of
time including ideas information or knowledge which may come into the public domain for so long as the Executive is in a position to use such information more readily than others who have not worked
for the Company.



	9.2
	The
Executive shall not during the Appointment make otherwise than for the benefit of the Company any records (whether recorded on paper, computer memory or discs or otherwise)
relating to any matter within the scope of the business of the Company or any of the Group Companies or concerning any of its or their dealings or affairs nor either during the Appointment or
thereafter use or permit to be used any such records otherwise than for the benefit of the Company it being agreed by the parties that all such records (and copies thereof) in the possession or
control of the Executive shall be the property of the Company and shall be handed over by the Executive to the Company from time to time and on demand and in any event upon the termination of the
Appointment.



	9.3
	The
Executive shall not during the Appointment speak in public or write any article for publication on any matter connected with or relating to the business of the Company or any of
the Group Companies without first obtaining the approval of the Board. 


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10.  Inventions and Creative Works  


	10.1
	The
Executive acknowledges that because of the nature of his duties and the particular responsibilities arising as a result of such duties which he owes to the Company and the Group
Companies he has a special obligation to further the interests of the Company and the Group Companies. In particular the duties of the Executive shall include reviewing the products and services of
the Company and Group Companies with a view to improving them by new and/or original ideas and inventions and implementing such improvements.



	10.2
	The
Executive shall promptly disclose to the Company any idea, invention or work which is relevant to or capable of use in the business of the Company or any of the Group Companies
made by the Executive in the course of his employment whether or not in the course of his duties. The Executive acknowledges that the intellectual property rights subsisting or which may in the future
subsist in any such ideas, inventions or works created by him in the course of his employment will, on creation, vest in and be the exclusive property of the Company and where the same do not
automatically vest as aforesaid, the Executive shall assign the same to the Company (upon the request and at the cost of the Company). The Executive hereby irrevocably waives any rights which he may
have in any such ideas, inventions or works which are or have been conferred upon him by Chapter IV of Part I of the Copyright Designs and Patents Act 1988 headed "Moral Rights".



	10.3
	The
Executive hereby irrevocably appoints the Company to be his attorney in his name and on his behalf to execute and do any such instrument or thing and generally to use his name
for the purpose of giving to the Company or its nominee the full benefit of the provisions of this Clause 10 and acknowledges in favour of any third party that a certificate in writing signed
by any Director or Secretary of the Company that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case. 



11.  Restrictions after Termination  


	11.1
	The
Executive shall not for the following periods after the termination of the Appointment howsoever arising (but excluding repudiatory breach of this Agreement by the Company)
("Termination") save with the prior written consent of the Board which shall not be unreasonably refused directly or indirectly, either alone or jointly with or on behalf of any person, firm, company
or entity and whether on his own account or as principal, partner, shareholder, director, employee, consultant or in any other capacity whatsoever:



	(a)
	For
6 months following Termination, in the Relevant Territory and in competition with the Company or any of the Relevant Group Companies engage, assist or be interested in any
undertaking which provides services/or manufactures products similar to those provided or manufactured by the Company or any of the Relevant Group Companies (which shall include the manufacture, sale
or distribution of cigarettes, cigars, cigarette papers and tubes, or other tobacco products) in the 12 months prior to Termination and with which the Executive was concerned in the said period
of 12 months;



	(b)
	For
6 months following Termination, in the Relevant Territory solicit or interfere with or endeavour to entice away from the Company or any of the Relevant Group Companies any
person, firm, company or entity who was a customer of the Company or any of the Relevant Group Companies in the 12 months prior to Termination and with whom the Executive was concerned or had
personal contact in the said period of 12 months; 





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	(c)
	For
6 months following Termination, in the Relevant Territory be concerned with the supply of services/products to any person, firm, company or entity which was a
client/customer of the Company or any of the Relevant Group Companies in the 12 months prior to Termination where such services/products are identical or similar to or in competition with those
services/products supplied by the Company or any of the Relevant Group Companies (which shall include the manufacture, sale or distribution of cigarettes, cigars, cigarette papers and tubes, or other
tobacco products) in the said 12 month period, with which supply the Executive was concerned in the said period of 12 months;



	(d)
	For
6 months following Termination, in the Relevant Territory solicit or interfere with or endeavour to entice away from the Company or any of the Relevant Group Companies any
person, firm, company or entity who was a supplier of services/goods to the Company or any of the Relevant Group Companies which are necessary or required for the manufacture, sale or distribution of
cigarettes, cigars or other tobacco products in the 12 months prior to Termination and with whom the Executive was concerned or had personal contact in the said period of 12 months.



	(e)
	For
6 months following Termination, in the Relevant Territory and in competition with the Company or any Relevant Group Companies be concerned with the receipt of
services/goods from any person, firm, company or entity which was a supplier of services/goods to the Company or any of the Relevant Group Companies in the 12 months prior to Termination where
such services/goods are identical or similar to or in competition with those services/goods supplied to the Company or any of the Relevant Group Companies (which shall include the manufacture, sale or
distribution of cigarettes, cigars, cigarette papers and tubes, or other tobacco products) in the said period of 12 months and with which supply the Executive was concerned in the said period
of 12 months;



	(f)
	For
6 months following Termination, offer to employ or engage or solicit the employment or engagement of any person who immediately prior to the date of termination was a
senior employee or consultant of the Company or any of the Relevant Group Companies (whether or not such person would commit any breach of his contract of employment or engagement by reason of leaving
the service of such company); or



	(g)
	At
any time following Termination represent himself as being in any way connected with or interested in the business of the Company or any of the Relevant Group Companies. 





	11.2
	Each
of the obligations contained in this Clause 11.1 constitutes an entire, separate and independent restriction on the Executive, despite the fact that they may be contained
in the same phrase and if any part is found to be unenforceable the remainder will remain valid and enforceable.



	11.3
	While
the restrictions in Clause 11.1 are considered by the parties to be fair and reasonable in the circumstances, it is agreed that if any such restrictions should be
adjudged to be void or ineffective for any reason but would be treated as valid and effective if part of the wording thereof were deleted or the periods thereof reduced or the area thereof reduced in
scope, the said restrictions shall apply with such modifications as will be necessary to make them valid and effective.



	11.4
	The
Executive agrees that he will at the request and cost of the Company enter into a direct agreement with any of the Group Companies under which he will accept restrictions
corresponding to the restrictions contained in Clause 11.1 (or such as will be appropriate in the circumstances) in relation to such Group Company.



	11.5
	The
provisions of this Clause will not prevent the Executive from holding an Investment.



	11.6
	For
the purposes of this Clause: 


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	(a)
	a
"Relevant Group Company" shall mean any of the Group Companies for which the Executive has performed services or in which he has held office during the 12 months immediately
preceding Termination; and



	(b)
	"the
Relevant Territory" shall mean England, Scotland, Wales, Northern Ireland, the Channel Islands, the Isle of Man, Eire, the Federal Republic of Germany and any other country where
the Group Companies have manufacturing operations or significant sales (accounting for more than 1% of total turnover of Group Companies) in the 12 months prior to Termination which shall
comprise the area constituting the market of the Company or any of the Relevant Group Companies for products and services with which the Executive shall have been concerned in the period of
12 months prior to Termination (which shall include the manufacture, sale or distribution of cigarettes, cigars, cigarette papers and tubes, or other tobacco products). 




The
Company reserves the right to make such additions to/deletions from the list of countries constituting the Relevant Territory as are reasonable in order to define the area constituting the
relevant market at the date of Termination and such list will be discussed by the parties and issued to the Executive as soon as is reasonably practicable following the date of Termination. 





12.  Termination by Events of Default  



The
Appointment shall be subject to summary termination at any time by the Company by notice in writing if the Executive shall have committed any serious breach or (after warning in writing) any
repeated or continued material breach of his obligations hereunder or in the reasonable opinion of the Board shall have failed to perform his duties to a satisfactory standard or shall have been
guilty of any act of dishonesty or serious misconduct or any conduct which in the reasonable opinion of the Board tends to bring himself, the Company or any of the Group Companies into disrepute or
shall be declared bankrupt or shall compound with his creditors. Any delay by the Company in exercising such right to terminate shall not constitute a waiver thereof. 




13.  Incapacity  



If
the Executive shall be incapacitated during the Appointment by ill-health or accident from performing his duties hereunder for a period of twelve months or more the Company may by
written notice to the Executive forthwith (or as from a future date specified in the notice) discontinue payment in whole or part of the Executive's remuneration under Clause 6 hereof until
such incapacity shall cease or (whether or not his remuneration shall have been discontinued as aforesaid) terminate the Appointment. Subject as aforesaid (and provided the Executive complies with the
Company's rules on notification and evidence of absence due to illness or injury) the said remuneration shall continue to be payable to the Executive under Clause 6 notwithstanding such
incapacity but the Company shall be entitled to set off or deduct therefrom the amount of any Statutory Sick Pay or other benefit to which the Executive is entitled under Social Security legislation
for the time being in force. 



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14.  Obligations upon Termination  



Upon
the termination of the Appointment howsoever arising the Executive shall: 



	14.1
	At
any time or from time to time thereafter upon the request of the Company, resign without claim for compensation from all offices held in the Company or any of the Group Companies,
which for the avoidance of doubt will also include any position as a member of the Vorstand, or member of the Supervisory Board at Reemstma, and from membership of any organisation acquired by reason
of or in connection with the Appointment and should he fail to do so the Company is hereby irrevocably appointed to be the Executive's Attorney in his name and on his behalf to execute any document
and to do any things necessary or requisite to give effect to this sub-clause;



	14.2
	Deliver
to the Board all documents (including, but not limited to, correspondence, lists of clients or customers, notes, memoranda, plans, drawings and other documents of whatsoever
nature and all copies thereof) made or compiled or acquired by the Executive during the Appointment and or as an employee of any of the Group Companies prior to the commencement of the Appointment
concerning the business, finances or affairs of the Company or any of the Group Companies or their customers. 




15.  Reconstruction and Amalgamation  



If
at any time the Executive's employment is terminated in connection with any reconstruction or amalgamation of the Company or any of the Group Companies whether by winding up or otherwise and the
Executive receives an offer on terms which (considered in their entirety) are not less favourable to any material extent than the terms of this Agreement from a company involved in or resulting from
such reconstruction or amalgamation the Executive shall have no claim whatsoever against the Company or any such company arising out of or connected with such termination and such reconstruction or
amalgamation shall not be treated as involving a change of control. 




16.  Notices  



Any
notice to be given hereunder shall be in writing. Notices may be given by either party by personal delivery or post or by fax addressed to the other party at (in the case of the Company) its
registered office for the time being and (in the case of the Executive) his last known address and any such notice given by letter or fax shall be deemed to have been served at the time at which the
letter was delivered personally or transmitted or if sent by post would be delivered in the ordinary course of post. 




17.  Previous Contracts  



This
Agreement is in substitution for any previous contract of service between the Company or any of the Group Companies and the Executive which shall be deemed to have been terminated by mutual
consent as from the commencement of the Appointment. No purported variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each of the parties. 




18.  Third Parties  



Unless
expressly provided in this Agreement, no term of this Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any third party. 



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19.  Data Protection  



The
Executive consents to the holding and processing by the Company or any other Group Company of personal data (including, where appropriate, sensitive personal data) relating to the Executive for
the purposes of personnel or pensions administration, employee management or compliance with any laws or regulations applicable to the Company, Group Company or its or their business. 




20.  Proper Law  



This
Agreement shall be governed and construed in all respects in accordance with English law. 




21.  Construction  


	21.1
	The
headings in this Agreement are inserted for convenience only and shall not affect its construction.



	21.2
	Any
reference to a statutory provision shall be construed as a reference to any statutory modification or re-enactment thereof (whether before or after the date hereof)
for the time being in force. 



22.  Statutory Information and the Schedule  



The
Schedule hereto (in addition to this Agreement) constitutes a written statement as at the date hereof of the terms of employment of the Executive in compliance with the provisions of the
Employment Rights Act 1996; it does not form part of the contract of employment and may be varied by the Company by notice in writing to the Executive of any changes applicable to his employment. 



	 
	 	 
	 	 

	Executed and Delivered by the said
 Manfred Häussler

in the presence of:	 	)

)

)	 	 
	
Executed and Delivered by the said
 Imperial Tobacco Group PLC

by the signatures of a Director

and the Secretary:	
 	

)

)

)

)	
 	

 
	

 	
 	

 	
 	

 Director
	

 	
 	

 	
 	

 Secretary




11






  



 
 

THE SCHEDULE    
  


	1.
	The
Executive has been continuously in the employment of the Company (including reckonable service with any of the Group Companies) since 1 January 1991.



	2.
	Rate
of Remuneration and the intervals at which it is paid are contained in Clause 6.



	3.
	There
are no specific terms and conditions relating to hours of work except as provided in Clause 3.1



	4.
	The
terms and conditions relating to holidays are contained in Clause 4 and those relating to sickness are contained in Clause 13.



	5.
	Particulars
as to the length of notice to terminate are contained in Clause 2.



	6.
	Particulars
as to the work for which the Executive is employed are contained in Clause 3.



	7.
	Subject
to Clause 3.2 the Executive's place of work at the date of this Schedule is Farnham House, Farnham Royal, Slough SL2 3RQ United Kingdom.



	8.
	There
are no disciplinary rules applicable to the Executive except as provided in this Agreement and if the Executive is dissatisfied with any disciplinary decision he should apply
orally or in writing to the Chairman of the Board.



	9.
	Any
application for the purpose of seeking redress of any grievance relating to the Executive's employment should be made either orally or in writing to the Chairman of the Company and
if still unresolved after ten days to the non-executive directors of the Board.



	10.
	A
contracting-out certificate is in force in respect of the Executive's employment.



	11.
	Details
of the Executive's work outside the UK are contained in Clause 3.2.



	12.
	There
are no collective agreements which are applicable to the Appointment. 


12







   
3 February 2003 


Private & Confidential

Addressee only  


Mr
A G L Alexander

Crafnant

Gregories Farm Lane

Beaconsfield

Bucks HP9 1HJ 


Dear
Tony 


        Imperial
Tobacco Group PLC ("the Company") and confirmation of your appointment to the Board as a Non-Executive Director. 


        My
colleagues and I are pleased to confirm your position as a Non-Executive Director, of the Company in the capacity of Vice Chairman. This letter details the main terms
attached to this office. 


Duties  



        You will be required to attend Board meetings of the Company. The Board meets five times each year and normally the meetings are held here in Bristol. The next
Annual General Meeting will be held on 4 February 2003. 


        You
are already aware of how the Board works and what authorities are delegated to the Group Chief Executive and his executive director colleagues. 


        In
addition to attending Board meeting you may be invited to serve on one or both of the Remuneration and Audit Committees as well as the Nominations Committee. The Remuneration
Committee will meet twice a year and the Audit Committee three times a year. You have been informed of the roles of these Committees. 



        I
need hardly remind you that the liabilities and obligations of directors of listed companies are more onerous and more rigorously enforced than those relating to private companies. In
common with the rest of the Board, you are therefore expected to comply with the terms of the Financial Services Authority Code for transactions by directors of listed companies (a copy of which is
available from the Company Secretary) and specifically with any insider dealing rules adopted by the company from time to time. 


Appointment  


        Following this confirmation of re-appointment, your position will be reviewed annually prior to the AGM or if earlier, upon the date that you reach
the age of 65 years. All appointments and re-appointments to the Board are, of course, subject to the Company's Articles of Association. 


Remuneration  


        The fee is at present £70,000 per annum, payable monthly in arrears, subject to UK statutory deductions. 


1





 



Expenses  


        The Company will reimburse you for any expenses that you may incur properly and reasonably in performing your duties in line with the letter to you from me dated
30 September 1996. Such expenses would include reasonable legal fees if circumstances should arise in which it was necessary for you to seek separate legal advice about the performance of your
duties. In such a situation, you are required to discuss the issue either with me or with one of your non-executive colleagues in advance. 



        The
Company looks forward to continuing to work with you in the future. 


Yours
sincerely 


      



D C Bonham  


Chairman

For and on behalf of Imperial Tobacco Group PLC 


2









   
3 February 2003 


Private & Confidential

Addressee only  


Mr
D C Bonham

150 Brompton Road

London

SW3 1HX 


Dear
Derek 


        Imperial
Tobacco Group PLC ("the Company") and confirmation of your appointment to the Board as a Non-Executive Director. 


        My
colleagues and I are pleased to confirm your position as a Non-Executive Director, of the Company in the capacity of Chairman. This letter details the main terms attached
to this office. 


Duties  



        You will be required to attend Board meetings of the Company. The Board meets five times each year and normally the meetings are held here in Bristol. The next
Annual General Meeting will be held on 4 February 2003. 


        You
are already aware of how the Board works and what authorities are delegated to the Group Chief Executive and his executive director colleagues. 


        In
addition to attending Board meeting you may be invited to serve on one or both of the Remuneration and Audit Committees as well as the Nominations Committee. The Remuneration
Committee will meet twice a year and the Audit Committee three times a year. You have been informed of the roles of these Committees. 



        I
need hardly remind you that the liabilities and obligations of directors of listed companies are more onerous and more rigorously enforced than those relating to private companies. In
common with the rest of the Board, you are therefore expected to comply with the terms of the Financial Services Authority Code for transactions by directors of listed companies (a copy of which is
available from the Company Secretary) and specifically with any insider dealing rules adopted by the company from time to time. 


Appointment  


        Following this confirmation of re-appointment, your position will be reviewed annually prior to the AGM or if earlier, upon the date that you reach
the age of 65 years. All appointments and re-appointments to the Board are, of course, subject to the Company's Articles of Association. 


Remuneration  


        The fee is at present £220,000 per annum, payable monthly in arrears, subject to UK statutory deductions of which £30,000 per annum, less
UK statutory deductions, will be applied to the purchase of the Company's shares, to be held by a nominee for the duration of your appointment. 


1





 



Expenses  


        The Company will reimburse you for any expenses that you may incur properly and reasonably in performing your duties. Such expenses would include reasonable legal
fees if circumstances should arise in which it was necessary for you to seek separate legal advice about the performance of your duties. In such a situation, you are required to discuss the issue
either with me or with one of your non-executive colleagues in advance. 


        The
Company looks forward to continuing to work with you in the future. 


Yours
sincerely 


       




A G L Alexander  


Vice
Chairman

For and on behalf of Imperial Tobacco Group PLC 


2









   
3 February 2003 


Private & Confidential

Addressee only  


Mr
I J G Napier

Loxley

5 Ladywood Road

Four Oaks

Sutton Coldfield

West Midlands

B74 2SN 


Dear
Iain 


        Imperial
Tobacco Group PLC ("the Company") and confirmation of your appointment to the Board as a Non-Executive Director. 


        My
colleagues and I are pleased to confirm your position as a Non-Executive Director, of the Company. This letter details the main terms attached to this office. 


Duties  



        You will be required to attend Board meetings of the Company. The Board meets five times each year and normally the meetings are held here in Bristol. The next
Annual General Meeting will be held on 4 February 2003. 


        You
are already aware of how the Board works and what authorities are delegated to the Group Chief Executive and his executive director colleagues. 


        In
addition to attending Board meeting you may be invited to serve on one or both of the Remuneration and Audit Committees as well as the Nominations Committee. The Remuneration
Committee will meet twice a year and the Audit Committee three times a year. You have been informed of the roles of these Committees. 



        I
need hardly remind you that the liabilities and obligations of directors of listed companies are more onerous and more rigorously enforced than those relating to private companies. In
common with the rest of the Board, you are therefore expected to comply with the terms of the Financial Services Authority Code for transactions by directors of listed companies (a copy of which is
available from the Company Secretary) and specifically with any insider dealing rules adopted by the company from time to time. 


Appointment  


        Following this confirmation of re-appointment, your position will be reviewed annually prior to the AGM or if earlier, upon the date that you reach
the age of 65 years. All appointments and re-appointments to the Board are, of course, subject to the Company's Articles of Association. 


Remuneration  


        The fee is at present £35,000 per annum, payable monthly in arrears, subject to UK statutory deductions of which £10,000 per annum, less
UK statutory deductions, will be applied to the purchase of the Company's shares, to be held by a nominee for the duration of your appointment. 


1





 



Expenses  


        The Company will reimburse you for any expenses that you may incur properly and reasonably in performing your duties. Such expenses would include reasonable legal
fees if circumstances should arise in which it was necessary for you to seek separate legal advice about the performance of your duties. In such a situation, you are required to discuss the issue
either with me or with one of your non-executive colleagues in advance. 


        The
Company looks forward to continuing to work with you in the future. 


Yours
sincerely 


       




D C Bonham  


Chairman

For and on behalf of Imperial Tobacco Group PLC 


2









   
3 February 2003 


Private & Confidential

Addressee only  


Mr
L W Staby

Wulfsdal 10

22587 Hamburg

Germany 


Dear
Ludger 


        Imperial
Tobacco Group PLC ("the Company") and confirmation of your appointment to the Board as a Non-Executive Director. 


        My
colleagues and I are pleased to confirm your position as a Non-Executive Director, of the Company. This letter details the main terms attached to this office. 


Duties  



        You will be required to attend Board meetings of the Company. The Board meets five times each year and normally the meetings are held here in Bristol. The next
Annual General Meeting will be held on 4 February 2003. 


        You
are already aware of how the Board works and what authorities are delegated to the Group Chief Executive and his executive director colleagues. 


        In
addition to attending Board meeting you may be invited to serve on one or both of the Remuneration and Audit Committees as well as the Nominations Committee. The Remuneration
Committee will meet twice a year and the Audit Committee three times a year. You have been informed of the roles of these Committees. 



        I
need hardly remind you that the liabilities and obligations of directors of listed companies are more onerous and more rigorously enforced than those relating to private companies. In
common with the rest of the Board, you are therefore expected to comply with the terms of the Financial Services Authority Code for transactions by directors of listed companies (a copy of which is
available from the Company Secretary) and specifically with any insider dealing rules adopted by the company from time to time. 


Appointment  


        Following this confirmation of re-appointment, your position will be reviewed annually prior to the AGM or if earlier, upon the date that you reach
the age of 70 years. All appointments and re-appointments to the Board are, of course, subject to the Company's Articles of Association. 


Remuneration  


        The fee is at present £35,000 per annum, payable monthly in arrears, subject to UK statutory deductions of which £10,000 per annum, less
UK statutory deductions, will be applied to the purchase of the Company's shares, to be held by a nominee for the duration of your appointment. 


1





 



Expenses  


        The Company will reimburse you for any expenses that you may incur properly and reasonably in performing your duties. Such expenses would include reasonable legal
fees if circumstances should arise in which it was necessary for you to seek separate legal advice about the performance of your duties. In such a situation, you are required to discuss the issue
either with me or with one of your non-executive colleagues in advance. 


        The
Company looks forward to continuing to work with you in the future. 


Yours
sincerely 


       




D C Bonham  


Chairman

For and on behalf of Imperial Tobacco Group PLC 


2









   
3 February 2003 


Private & Confidential

Addressee only  


Dr
P H Jungels

Enborne Chase

Enborne

Nr Newbury

Berks RG20 0HD 


Dear
Pierre 


        Imperial
Tobacco Group PLC ("the Company") and confirmation of your appointment to the Board as a Non-Executive Director. 


        My
colleagues and I are pleased to confirm your position as a Non-Executive Director, of the Company. This letter details the main terms attached to this office. 


Duties  



        You will be required to attend Board meetings of the Company. The Board meets five times each year and normally the meetings are held here in Bristol. The next
Annual General Meeting will be held on 4 February 2003. 


        You
are already aware of how the Board works and what authorities are delegated to the Group Chief Executive and his executive director colleagues. 


        In
addition to attending Board meeting you may be invited to serve on one or both of the Remuneration and Audit Committees as well as the Nominations Committee. The Remuneration
Committee will meet twice a year and the Audit Committee three times a year. You have been informed of the roles of these Committees. 



        I
need hardly remind you that the liabilities and obligations of directors of listed companies are more onerous and more rigorously enforced than those relating to private companies. In
common with the rest of the Board, you are therefore expected to comply with the terms of the Financial Services Authority Code for transactions by directors of listed companies (a copy of which is
available from the Company Secretary) and specifically with any insider dealing rules adopted by the company from time to time. 


Appointment  


        Following this confirmation of re-appointment, your position will be reviewed annually prior to the AGM or if earlier, upon the date that you reach
the age of 65 years. All appointments and re-appointments to the Board are, of course, subject to the Company's Articles of Association. 


Remuneration  


        The fee is at present £35,000 per annum, payable monthly in arrears, subject to UK statutory deductions of which £10,000 per annum, less
UK statutory deductions, will be applied to the purchase of the Company's shares, to be held by a nominee for the duration of your appointment. 


1





 



Expenses  


        The Company will reimburse you for any expenses that you may incur properly and reasonably in performing your duties. Such expenses would include reasonable legal
fees if circumstances should arise in which it was necessary for you to seek separate legal advice about the performance of your duties. In such a situation, you are required to discuss the issue
either with me or with one of your non-executive colleagues in advance. 


        The
Company looks forward to continuing to work with you in the future. 


Yours
sincerely 


       




D C Bonham  


Chairman

For and on behalf of Imperial Tobacco Group PLC 


2









   
3 February 2003 


Private & Confidential

Addressee only  


Mr
S Huismans

9 Beachey Head Drive

Plettenberg Bay

South Africa



Dear
Sipko 


        Imperial
Tobacco Group PLC ("the Company") and confirmation of your appointment to the Board as a Non-Executive Director. 


        My
colleagues and I are pleased to confirm your position as a Non-Executive Director, of the Company. This letter details the main terms attached to this office. 


Duties  



        You will be required to attend Board meetings of the Company. The Board meets five times each year and normally the meetings are held here in Bristol. The next
Annual General Meeting will be held on 4 February 2003. 


        You
are already aware of how the Board works and what authorities are delegated to the Group Chief Executive and his executive director colleagues. 


        In
addition to attending Board meeting you may be invited to serve on one or both of the Remuneration and Audit Committees as well as the Nominations Committee. The Remuneration
Committee will meet twice a year and the Audit Committee three times a year. You have been informed of the roles of these Committees. 



        I
need hardly remind you that the liabilities and obligations of directors of listed companies are more onerous and more rigorously enforced than those relating to private companies. In
common with the rest of the Board, you are therefore expected to comply with the terms of the Financial Services Authority Code for transactions by directors of listed companies (a copy of which is
available from the Company Secretary) and specifically with any insider dealing rules adopted by the company from time to time. 


Appointment  


        Following this confirmation of re-appointment, your position will be reviewed annually prior to the AGM or if earlier, upon the date that you reach
the age of 65 years. All appointments and re-appointments to the Board are, of course, subject to the Company's Articles of Association. 


Remuneration  


        The fee is at present £35,000 per annum, payable monthly in arrears, subject to UK statutory deductions of which £10,000 per annum, less
UK statutory deductions, will be applied to the purchase of the Company's shares, to be held by a nominee for the duration of your appointment. 


1





 



Expenses  


        The Company will reimburse you for any expenses that you may incur properly and reasonably in performing your duties. Such expenses would include reasonable legal
fees if circumstances should arise in which it was necessary for you to seek separate legal advice about the performance of your duties. In such a situation, you are required to discuss the issue
either with me or with one of your non-executive colleagues in advance. 


        The
Company looks forward to continuing to work with you in the future. 


Yours
sincerely 


       




D C Bonham  


Chairman

For and on behalf of Imperial Tobacco Group PLC 


2









   
3 February 2003 


Private & Confidential

Addressee only  


Mr
S P Duffy

Raybourne House

Mill Street

Islip

Oxon OX5 2SZ 


Dear
Simon 


        Imperial
Tobacco Group PLC ("the Company") and confirmation of your appointment to the Board as a Non-Executive Director. 


        My
colleagues and I are pleased to confirm your position as a Non-Executive Director, of the Company. This letter details the main terms attached to this office. 


Duties  



        You will be required to attend Board meetings of the Company. The Board meets five times each year and normally the meetings are held here in Bristol. The next
Annual General Meeting will be held on 4 February 2003. 


        You
are already aware of how the Board works and what authorities are delegated to the Group Chief Executive and his executive director colleagues. 


        In
addition to attending Board meeting you may be invited to serve on one or both of the Remuneration and Audit Committees as well as the Nominations Committee. The Remuneration
Committee will meet twice a year and the Audit Committee three times a year. You have been informed of the roles of these Committees. 



        I
need hardly remind you that the liabilities and obligations of directors of listed companies are more onerous and more rigorously enforced than those relating to private companies. In
common with the rest of the Board, you are therefore expected to comply with the terms of the Financial Services Authority Code for transactions by directors of listed companies (a copy of which is
available from the Company Secretary) and specifically with any insider dealing rules adopted by the company from time to time. 


Appointment  


        Following this confirmation of re-appointment, your position will be reviewed annually prior to the AGM or if earlier, upon the date that you reach
the age of 65 years. All appointments and re-appointments to the Board are, of course, subject to the Company's Articles of Association. 


Remuneration  


        The fee is at present £35,000 per annum, payable monthly in arrears, subject to UK statutory deductions of which £10,000 per annum, less
UK statutory deductions, will be applied to the purchase of the Company's shares, to be held by a nominee for the duration of your appointment. 


1





 



Expenses  


        The Company will reimburse you for any expenses that you may incur properly and reasonably in performing your duties. Such expenses would include reasonable legal
fees if circumstances should arise in which it was necessary for you to seek separate legal advice about the performance of your duties. In such a situation, you are required to discuss the issue
either with me or with one of your non-executive colleagues in advance. 


        The
Company looks forward to continuing to work with you in the future. 


Yours
sincerely 


       




D C Bonham  


Chairman

For and on behalf of Imperial Tobacco Group PLC 


2









   
20 September 2002 


PERSONAL  


Mr
R C Hannaford

Company Secretary

Upton Road

Bristol 


Dear
Dick 


        I
am very pleased to inform you that I have approved an increase in your annual salary to £170,000 with effect from 1 October 2002. 


Kindest
regards 


       




Gareth Davis
  Chief Executive 


1











QuickLinks



Exhibit 4.8


Executive Directors' Salary Review

Executive Directors' Salary Review


EXECUTIVE SERVICE AGREEMENT


THE SCHEDULE