EXHIBIT 4.5

                                ALLIED DOMECQ PLC

                         RULES OF THE ALLIED DOMECQ PLC

                       EXECUTIVE SHARE OPTION SCHEME 1999

                    Directors Adoption:      25 October 1999
                    Last amended:            [28] October 2002
                    Expiry Date:             25 October 2009

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        RULES OF THE ALLIED DOMECQ PLC EXECUTIVE SHARE OPTION SCHEME 1999

1    Meanings Of Words Used

     In these Rules:

     "ADS" means an American depository share representing ordinary shares of
     the Company;

     "Business Day" means a day on which the London Stock Exchange or as the
     context requires the NYSE is open for the transaction of business;

     "Company" means Allied Domecq PLC;

     "Control" has the meaning given to it by Section 840 of the Taxes Act;

     "Date of Grant" means the date on which the Directors resolve to grant an
     Option;

     "Directors" means the board of directors of the Company or a duly
     authorised committee of it;

     "Eligible Employee" means any person who:

     (i)    either is an employee of a Participating Company, or is a director
            of a Participating Company who devotes substantially the whole of
            his working time to his duties and is required, under the terms of
            his employment with a Participating Company, to devote not less than
            25 hours a week excluding meal breaks to his duties; and

     (ii)   at the Date of Grant is not within 2 years of his normal retirement
            date;

     "the London Stock Exchange" means The London Stock Exchange plc;

     "Member of the Group" means:

     (i)    the Company; and

     (ii)   its Subsidiaries from time to time; and

     (iii)  any other company which is associated with the Company and is
            designated by the Directors as a Member of the Group;

     "NYSE" means the New York Stock Exchange;

     "Option" means a right to acquire Shares granted under the Scheme;

     "Optionholder" means a person holding an Option or his personal
     representatives;

     "Option Period" means a period starting on the Date of Grant of an Option
     and ending at the end of the day before the 10th anniversary of the Date of
     Grant or such shorter period as may be specified on the Date of Grant;

     "Option Price" means the amount payable for each Share on the exercise of
     an Option calculated as described in Rule 3;

     "Participating Companies" means the Company and any subsidiary, and any
     other company which is designated by the Directors as a Participating
     Company;


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     "Performance Condition" means a condition or conditions imposed under Rule
     2.3;

     "Rules" means these rules as changed from time to time;

     "Scheme" means this scheme known as "The Allied Domecq PLC Executive Share
     Option Scheme 1999";

     "Shares" means fully paid ordinary shares or securities representing
     ordinary shares in the capital of the Company or, as the context may
     require, ADSs;

     "Subsidiary" means a company which is a subsidiary of the Company within
     the meaning given to it by Section 736 of the Companies Act 1985;

     "Taxes Act" means the Income and Corporation Taxes Act 1988.

2    Grant Of Options

2.1  Selection:

     The Directors may grant to any Eligible Employee an Option to acquire such
     number of Shares as they may determine.

2.2  Time when Options may be granted:

     Options may only be granted within 42 days starting on any of the
     following:

     2.2.1  the day after the announcement of the Company's results to the
            London Stock Exchange for any period;

     2.2.2  any day on which the Directors resolve that exceptional
            circumstances exist which justify the grant of Options;

     2.2.3  any day on which changes to the legislation or regulations affecting
            share option schemes approved by the Inland Revenue under the Taxes
            Act (apart from savings related share option schemes) are announced,
            effected or made;

     2.2.4  the day on which any Shares are first admitted to the London Stock
            Exchange Daily Official List.

     The Directors may only grant Options between the adoption of the Scheme and
     the 10th anniversary of that date and may not grant Options at any time
     which would cause the Option Price to be calculated by reference to any
     days on or before the announcement of results.

     If the Directors cannot grant any Options due to restrictions imposed by
     statute, order, regulation or government directive, or by any code adopted
     by the Company based on the London Stock Exchange's model code for
     securities transactions by directors of listed companies, the Directors may
     grant Options within 42 days after the lifting of such restrictions.

2.3  Conditions on exercise:

     When granting an Option, the Directors may make its exercise conditional on
     the satisfaction of a Performance Condition, which must be objective, and
     specified at the Date of Grant.

     The Directors may waive or change the Performance Condition if events
     happen which cause the Directors reasonably to consider that a changed
     Performance Condition would


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     be a fairer measure of performance, and would be no more difficult to
     satisfy, or that the Performance Condition should be waived.

2.4  Option Certificates:

     Each Optionholder will receive an option certificate, executed as a deed,
     or such other document as the Directors may consider appropriate, on or as
     soon as practicable after the Date of Grant.

2.5  No Payment:

     Optionholders are not required to pay for the grant of any Option.

2.6  Disclaimer of Option:

     Any Optionholder may disclaim all or part of his Option by notice in
     writing to the Secretary of the Company, within 60 days after the Date of
     Grant. If this happens the Option will be deemed never to have been granted
     under the Scheme. No consideration is payable for the disclaimer.

2.7  Disposal restrictions:

     Except for the transmission of an Option on the death of an Optionholder to
     his personal representatives, neither an Option nor any rights in respect
     of it may be transferred, assigned or otherwise disposed of by an
     Optionholder to any other person.

2.8  Administrative errors:

     If the Directors try to grant an Option which is inconsistent with Rules 4
     (individual limits) or 5 (scheme limits), the Option will be limited and
     will take effect from the Date of Grant on a basis consistent with Rules 4
     and 5.

2.9  Options over ADSs

     The Directors may determine, in their absolute discretion, to grant Options
     in the form of an Option to acquire ADSs and references in these Rules to
     Share, Option, Option Price etc. shall be construed accordingly. Upon the
     exercise of any Option to acquire ADSs the Company will:

     2.9.1  deliver or cause to be delivered to the ADS depository the requisite
            number of Shares representing the relevant ADSs and shall instruct
            the depository to issue the corresponding American depository
            receipts evidencing such ADSs to the exercising Optionholder; or

     2.9.2  make other arrangements for the Optionholder to acquire ADSs.

3    Option Price

3.1  Setting the Price:

     The Directors will set the Option Price on the Date of Grant. The Option
     Price, which may be expressed in sterling or in US dollars, will be:

     3.1.1  not less than the Market Value of a Share on the Date of Grant; and

     3.1.2  if the Shares are to be subscribed, not less than the nominal value
            of a Share.


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3.2  Market value:

     "Market Value" on any particular day means:

     3.2.1  where Shares of the same class are not admitted to the Official List
            of the London Stock Exchange, the market value of a share calculated
            as described in Part VIII of the Taxation of Chargeable Gains Act
            1992;

     3.2.2  where Shares of the same class are so listed the middle market
            quotation (as derived from the Daily Official List of the London
            Stock Exchange) on the immediately preceding Business Day, or on the
            three immediately preceding Business Days, as the Directors may
            determine; and

     3.2.3  where the Option Price to acquire ADSs is expressed in US dollars,
            (i) the average of the reported highest and lowest trading prices of
            an ADS as derived from the NYSE on the immediately preceding
            Business Day, (ii) if ADSs are not then listed on a national stock
            exchange but are then traded on an over-the-counter market, the
            average of the closing bid and asked prices for the ADSs in such
            market, as determined by the Directors, or (iii) if ADSs are not
            then listed on a national stock exchange or traded on an
            over-the-counter market, such value as the Directors in their
            discretion may in good faith determine represents the market value
            of an ADS; provided that, where the ADSs are so listed or traded,
            the Directors may make such discretionary determinations where the
            ADSs have not been traded for 10 trading days.

4    Individual Limits

     The Directors shall consider any limits on the grant of Options to Eligible
     Employees having regard to the performance of the Eligible Employee and
     prevailing market practice.

5    Scheme Limits

5.1  10 per cent. in 10 years limit:

     The number of Shares which may be allocated under the Scheme on any day
     will not exceed 10 per cent. of the ordinary share capital of the Company
     in issue immediately before that day, when added to the total number of
     Shares which have been allocated in the previous 10 years under the Scheme
     and any other employee share scheme operated by the Company.

5.2  5 per cent. in 10 years limit:

     The number of Shares which may be allocated under the Scheme on any day
     will not exceed 5 per cent. of the ordinary share capital of the Company in
     issue immediately before that day when added to the total number of Shares
     which have been allocated in the previous 10 years under the Scheme and any
     other executive share scheme adopted by the Company.

5.3  Rationing Limit (3% in 3 years)

     Unless the limits set out in Rule 5.4 are and have always been followed,
     the number of Shares which may be allocated under the Scheme on any day
     will not exceed 3 per cent. of the ordinary share capital of the Company in
     issue immediately before that day when added to the total number of Shares
     which have been allocated in the previous 3 years under the Scheme and any
     other employees' share scheme adopted by the Company.


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5.4  Alternative Rationing Limit (5% in 5 years and 3% in 3 years for executive
     schemes):

     The limits referred to in Rule 5.3 are as follows:

     5.4.1  The number of Shares which may be allocated under the Scheme on any
            day will not exceed 5 per cent. of the ordinary share capital of the
            Company in issue immediately before that day, when added to the
            total number of Shares which have been allocated in the previous 5
            years under the Scheme and any other employees' share scheme adopted
            by the Company;

     5.4.2  The number of Shares which may be allocated under the Scheme on any
            day will not exceed 3 per cent. of the ordinary share capital of the
            Company in issue immediately before that day, when added to the
            total number of Shares allocated during the previous 3 years under
            the Scheme and any other discretionary share scheme adopted by the
            Company.

5.5  Exclusions:

     Where the right to acquire Shares is released or lapses without being
     exercised, the Shares concerned will be ignored when calculating the limits
     in this Rule.

5.6  Meaning of Allocate:

     "Allocate" means, in relation to any share option scheme, placing unissued
     Shares under option and, in relation to other types of employee share
     scheme, the issue and allotment of Shares.

6    Variations In Share Capital

6.1  Adjustment of Options:

     If there is a variation in the equity share capital of the Company,
     including a capitalisation or rights issue, sub-division, consolidation or
     reduction of share capital, or if there is a demerger or other transaction
     which may affect Options (directly or indirectly) the Directors may adjust
     the following in any way (including retrospective adjustments):

     6.1.1 the number or nominal amount of Shares comprised in each Option; and

     6.1.2 the Option Price.

6.2  Nominal Value:

     6.2.1  The Option Price of an Option to acquire Shares other than by
            subscription may be adjusted to a price less than nominal value.

     6.2.2  The Option Price of an Option to subscribe for Shares may only be
            adjusted to a price less than nominal value, if the Directors
            resolve to capitalise the reserves of the Company in an amount equal
            to the difference between the adjusted Option Price payable for the
            Shares to be issued on exercise, and the nominal value of such
            Shares on the date of allotment.

7    Exercise And Lapse - General Rules

7.1  Exercise:

     Except where exercise is allowed as described in Rule 8, an Option can only
     be exercised:


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     7.1.1  on or after the third anniversary of its Date of Grant or such other
            date as may be specified on the Date of Grant;

     7.1.2  if the Performance Condition is satisfied or waived; and

     7.1.3  so long as the Optionholder is a director or employee of a Member of
            the Group.

7.2  Lapse:

     An Option will lapse on the earliest of:

     7.2.1  the date the Optionholder ceases to be a director or employee of a
            Member of the Group, unless any of the provisions in Rule 8 or 9
            apply;

     7.2.2  any date specified in the Performance Condition; or

     7.2.3  if Rule 9 applies, on the expiry of the relevant period under Rule
            9.3; or

     7.2.4  the expiry of the Option Period.

7.3  Termination of employment:

     For the purposes of Rule 7.2.1 above:

     7.3.1  a woman who leaves employment due to pregnancy will be regarded as
            having left employment on the date on which she indicates that she
            does not intend to return to work. If there is no such indication
            she will be regarded as having left employment on the last day on
            which she is entitled to return to work under the Employment Rights
            Act 1996 or, if later, any other date specified in her terms of
            employment;

     7.3.2  an Optionholder will not be treated as ceasing to be a director or
            employee of a Member of the Group if on that date he is employed by
            another Member of the Group.

8    Exercise And Lapse - Exceptions to the General Rules

8.1  Cessation of Employment:

     8.1.1  If an Optionholder ceases to be a director or an employee of any
            Member of the Group for any of the reasons set out below, he may
            exercise his Options within 42 months after the Date of Grant, or if
            later, within 6 months of the date of cessation, irrespective of the
            satisfaction of any Performance Condition. The reasons are:

          (i)   ill-health, injury, disability, retirement (whether at normal
                retirement age or earlier) or redundancy (within the meaning of
                the Employment Rights Act 1996);

          (ii)  the Optionholder's employing company ceasing to be under the
                Control of the Company; or

          (iii) a transfer of the undertaking or the part of the undertaking in
                which the Optionholder works to a person who is neither under
                the Control of the Company nor a Member of the Group.

     8.1.2  If an Optionholder ceases to be a director or employee of any Member
            of the Group for reasons involving misconduct or poor performance
            all his Options will


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            lapse on such cessation. The decision of the Directors on this
            matter will be conclusive.

     8.1.3  To the extent that any Option exercisable under this Rule 8.1 is not
            exercised within the period specified, it will lapse at the end of
            the period.

8.2  Death:

     If an Optionholder dies, his Options may be exercised by his personal
     representatives within one year of his death. To the extent that any Option
     exercisable under this Rule 8.2 is not so exercised, it will lapse at the
     end of the one year period.

8.3  Takeovers:

     If a person (or a group of persons acting in concert) obtains Control of
     the Company as a result of making an offer to acquire shares which is
     either unconditional or is made on a condition such that if it is satisfied
     the person making the offer will have Control of the Company, Options may
     be exercised, irrespective of the satisfaction of any Performance
     Condition, within the 6 month period after the person making the offer has
     obtained Control of the Company and any condition subject to which the
     offer is made has been satisfied.

     The Options will lapse at the end of the 6 month period, unless the
     Directors give notice to the Optionholders before the end of the 6 month
     period that the Options will not lapse.

     If someone becomes bound or entitled to acquire Shares under Sections 428
     to 430F of the Companies Act 1985, Options may be exercised, irrespective
     of the satisfaction of any Performance Condition, at any time when that
     person remains so bound or entitled. Options not exercised within that
     period will lapse at the end of the relevant period referred to in Rule
     9.3, unless the Directors give notice to the Optionholders before the
     expiry of the relevant period that the Options will not lapse.

8.4  Company Reconstructions:

     If under Section 425 of the Companies Act 1985 a court sanctions a
     compromise or arrangement proposed for the purposes of or in connection
     with a scheme for the reconstruction of the Company or its amalgamation
     with any other company or companies, any Option may be exercised within six
     months of the Court sanctioning the compromise or arrangement, irrespective
     of the satisfaction of any Performance Condition.

8.5  Demergers and other significant distributions:

     If the Directors become aware that the Company is or is expected to be
     affected by any demerger, dividend in specie, super dividend or other
     transaction which, in the opinion of the Directors, would affect the
     current or future value of any Option, the Directors may, acting fairly,
     reasonably and objectively, in their discretion, allow some or all Options
     to be exercised. The Directors will specify the period of exercise of such
     Options and whether the Options will lapse at the end of the period. In
     exercising their discretion, the Directors may take into account
     considerations relating to the Company and other Members of the Group, and
     other employees and Optionholders.

8.6  Winding-Up:

     8.6.1 If notice is duly given to Members of a resolution for the voluntary
           winding-up of the Company, Options may be exercised irrespective of
           the satisfaction of any Performance Condition, subject to the passing
           of the resolution, at any time until the start of the winding-up
           within the meaning of the Insolvency Act 1986. All


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          Options will lapse on a winding-up of the Company unless exercised
          before the winding-up starts.

     8.6.2  If the Company is wound-up by the court, Options may be exercised,
            irrespective of the satisfaction of any Performance Condition,
            within 2 months after the date of the winding-up order. However, the
            liquidator or the court (if appropriate) must authorise the issue of
            Shares after such exercise, and the Optionholder must apply for this
            authority and pay the application costs. Any Options not exercised
            during the 2 month period will lapse at the end of the period.

8.7  Administration:

     If an administration order is made in relation to the Company,
     Optionholders may exercise their Options, irrespective of the satisfaction
     of any Performance Condition, within 6 weeks after the date of the
     administration order. However, the administrator or the court must
     authorise the issue of Shares after such exercise.

8.8  Voluntary Arrangement:

     If a voluntary arrangement is proposed in relation to the Company under
     Part I of the Insolvency Act 1986, Optionholders may exercise their
     Options, irrespective of the satisfaction of any Performance Condition,
     within 14 days after the date of sending of any notices of meeting called
     under Section 3 of the Insolvency Act 1986 in relation to such proposal.

8.9  Loss of ownership:

     Where the Optionholder is deprived of the legal or beneficial ownership of
     the Option by operation of law, or does anything or omits to do anything
     which causes him to be so deprived or becomes bankrupt, all his Options
     will lapse.

8.10 Priority:

     If there is any conflict between any of the provisions of Rules 7 and 8,
     the provision which results in the shortest exercise period or the earliest
     lapse of the Option, or both, will prevail.

9    Exchange Of Options

9.1  Application:

     This Rule applies if a company (the "Acquiring Company"):

     9.1.1  obtains Control of the Company as a result of making a general offer
            to acquire:

          (i)  the whole of the issued ordinary share capital of the Company
               (other than that which is already owned by it and its subsidiary
               or holding company) made on a condition such that, if satisfied,
               the Acquiring Company will have Control of the Company; or

          (ii) all the Shares (or those Shares not already owned by the
               Acquiring Company or its subsidiary or holding company); or

     9.1.2  obtains Control of the Company under a compromise or arrangement
            sanctioned by the court under Section 425 of the Companies Act 1985;
            or


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     9.1.3  becomes bound or entitled to acquire Shares under Sections 428 to
            430F of the Companies Act 1985.

9.2  Exchange:

     If any of the events described in Rule 9.1 happens, the Acquiring Company
     may, during the relevant period referred to in Rule 9.3, offer to grant an
     Optionholder a new option in consideration of the release of his Option.
     The new option must be equivalent to the released option.

9.3  Period for Substitution:

     The period referred to in Rule 9.2 is:

     9.3.1  in a case falling within Rule 9.1.1, 6 months starting with the time
            when the Acquiring Company obtains Control of the Company and any
            condition subject to which the offer is made is satisfied or waived;

     9.3.2  in a case falling within Rule 9.1.2, 6 months starting with the time
            when the court sanctions the compromise or arrangement; and

     9.3.3  in a case falling within Rule 9.1.3, the period during which the
            Acquiring Company remains so bound or entitled.

     If more than one period is relevant, the period ending on the earliest date
     applies.

9.4  Consequences of Exchange:

     Where an Optionholder is granted a new option for release of his old Option
     as described in this Rule 9, then:

     9.4.1  the new option will be treated as having been acquired at the same
            time as the old Option and be exercisable in the same manner and at
            the same time as the old Option;

     9.4.2  the new option will be subject to the provisions of the Scheme as it
            had effect in relation to the old Option immediately before the
            release but Rule 12.2 will not apply. In addition, other changes may
            be made;

     9.4.3  any Performance Condition will not apply, unless the terms of the
            Performance Condition say otherwise; and

     9.4.4  with effect from the release and grant:

          (i)  Rules 1, 3 and 6 to 11 (inclusive) will be construed, in relation
               to the new option as if references to Shares were references to
               shares for which the new option is granted; and

          (ii) Rules 6, 8.3 to 8.10 and 9 to 11 (inclusive) will be construed,
               in relation to the new option as if references to the Company
               were references to the Acquiring Company.

10   Exercise Of Options

10.1 Manner of Exercise:


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         Options must be exercised by notice in writing delivered to the
         Company, in such form as the Company may from time to time prescribe.
         The Optionholder must also provide payment of the Option Price for the
         number of Shares being acquired.

10.2 Option Exercise Date:

     10.2.1 Subject to Rule 10.2.2 the Option Exercise Date will be the later
            of:-

          (i)  the date of receipt by the Company of the notice referred to in
               Rule 10.1; and

          (ii) the date on which the Directors decide that the Performance
               Condition has been satisfied, or decide to waive the Performance
               Condition.

     10.2.2 If any statute, regulation or code adopted by the Company (based on
            the London Stock Exchange's Model Code for security transactions by
            directors of listed companies), prohibits the exercise of Options,
            or the Company Secretary reasonably believes it so prohibits, the
            date of exercise will be either the date described in Rule 10.2.1,
            or, if later, the date when the Optionholder is permitted or the
            Company Secretary believes the Optionholder is permitted to exercise
            an Option. However, this Rule does not extend any period in which an
            Option is exercisable.

10.3 Part Exercise:

     An Option may be exercised in respect of all the Shares under the Option or
     some only of the Shares. However, Options may be exercised only in
     multiples of 500 Shares, or as the case may be, 125 ADSs, except where an
     Option is exercised over the maximum number of Shares permissible at the
     time.

10.4 Alternative Exercise:

     The Directors may in their discretion determine that an Optionholder who
     exercises his Option shall not receive Shares, and shall not pay the Option
     Price, but shall instead receive either a cash amount equal to the amount
     by which the Market Value of the Shares in respect of which the Option is
     exercised exceeds the Option Price payable in respect of those Shares, or
     Shares to the value of that cash amount, subject in both cases to rule
     11.9.

     If an Optionholder so requests, the Directors may determine to satisfy the
     exercise of any Option with the appropriate number of ADSs. Any payment of
     taxes in respect of satisfying an Option in this way will be met by the
     Optionholder.

10.5 Issue or Transfer:

     Subject to Rule 10.7 (consents):

     10.5.1 Shares to be issued following the exercise of an Option will be
            issued within 30 days of the Option Exercise Date.

     10.5.2 The Directors will procure the transfer of Shares to be transferred
            following the exercise of an Option within 30 days of the Option
            Exercise Date.

10.6 Rights:


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     10.6.1 Shares issued on the exercise of an Option will rank equally in all
            respects with the Shares in issue on the date of allotment. They
            will not rank for any rights attaching to Shares by reference to a
            record date preceding the date of allotment.

     10.6.2 Where Shares are to be transferred on the exercise of an Option,
            Optionholders will be entitled to all rights attaching to the Shares
            by reference to a record date on or after the transfer date. They
            will not be entitled to rights before that date.

10.7 Consents:

     All allotments, issues and transfers of Shares will be subject to any
     necessary consents under any relevant enactments or regulations for the
     time being in force in the United Kingdom or elsewhere. The Optionholder
     will be responsible for complying with any requirements to be fulfilled in
     order to obtain or avoid the necessity for any such consent.

10.8 Articles of Association:

     Any Shares acquired on the exercise of Options will be subject to the
     Articles of Association of the Company from time to time in force. (Any
     ADSs acquired upon the exercise of any Option shall, in addition, be
     subject to the terms of the deposit agreement between the Company and the
     depository).

10.9 Listing:

     If and so long as the Shares are listed on the Official List of the London
     Stock Exchange, the Company will apply for listing of any Shares issued
     under the Scheme as soon as practicable after their allotment.

11   General

11.1 Notices:

     The provisions of the Company's Articles of Association for the time being
     on the service of notices on members will apply as far as possible (but
     altered if necessary) to any notice or other communications to be given
     under the Scheme to an Optionholder.

11.2 Documents sent to Shareholders:

     The Company may send to Optionholders copies of any documents or notices
     normally sent to the holders of its Shares (including such notices or
     documents required to be sent to Optionholders resident in the United
     States in accordance with the rules and regulations under the US Securities
     Exchange Act 1934 as amended).

11.3 Availability of Shares:

     The Company will keep available for allotment sufficient unissued Shares
     for all Options under which Shares may be subscribed or will procure that
     sufficient Shares are available for transfer for all Options under which
     Shares may be acquired.

11.4 Directors' decisions final and binding:

     The decision of the Directors on the interpretation of the Rules or in any
     dispute relating to an Option or matter relating to the Scheme will be
     final and conclusive.

11.5 Costs:

     The Company will pay the costs of introducing and administering the Scheme.


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11.6 Regulations:

     The Directors have the power from time to time to make or vary regulations
     for the administration and operation of the Scheme but these must be
     consistent with the Rules.

11.7 Operation of the Scheme

     11.7.1 Whether or not the Scheme is operated is at the discretion of the
            Directors. Nothing in these Scheme rules or the operation of the
            Scheme will form part of the contract of employment or employment
            relationship of an Optionholder, Eligible Employee or any other
            person (together, "Employees"). The rights and obligations of an
            Employee are separate from, and are not affected by, the Scheme.

     11.7.2 No Employee is entitled to participate in, or be considered for
            participation in, the Scheme at all or at a particular level and
            participation in one operation of the Scheme does not imply
            participation, or consideration for participation, in the next or
            any subsequent operation. Operation of the Scheme or participation
            in it shall not create any right to, or expectation of, continued
            employment.

     11.7.3 An Employee has no rights in respect of the operation of the Scheme
            or the exercise of any discretion or the taking of any decision
            which relates to, or affects, the Scheme. Any, and all, discretions
            and decisions whatsoever in respect of, or which affect, the Scheme
            may be exercised or taken in a manner which is detrimental to the
            Employee, even if such exercise or decision could be regarded as
            being capricious or unreasonable or in breach of any implied term
            between the Employee and his employer, including the implied duty of
            trust and confidence. Any such implied term is expressly excluded
            and overridden by this Rule 11.7.

     11.7.4 No Employee will have any right to compensation or damages or any
            other sum or benefit whatsoever in respect of the Scheme, including:

          (i)   in respect of eligibility to participate, or ceasing to be
                eligible to participate, or ceasing to participate in the
                Scheme;

          (ii)  any exercise of a discretion or decision taken in relation to
                the Scheme;

          (iii) any loss or reduction of any rights or expectation under the
                Scheme in any circumstances or for any reason (including lawful
                or unlawful termination of employment or the employment
                relationship);

          (iv)  the operation or amendment of the Scheme (whether to the
                detriment of the Employee or otherwise); and

          (v)   any other decision taken which affects the Scheme or its
                operation (whether to the detriment of the Employee or
                otherwise).

     11.7.5 Participation in the Scheme is permitted only on the basis that any
            rights as might otherwise arise are excluded and, in consideration
            for, and as a condition to, participating in the Scheme, the
            Employee waives all and any such rights.

     11.7.6 Nothing in this Scheme confers any benefit, right or expectation on
            a person who is not an Employee and no such third party will have
            any rights under the Contracts (Rights of Third Parties) Act 1999 to
            enforce any term of this Scheme, but this does not affect any right
            or remedy of a third party which exists or is available other than
            those available under that Act.

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<PAGE>

     11.7.7 For the avoidance of doubt, this rule will apply throughout any
            Employee's employment and will continue to apply even where an
            Employee has given or received notice to terminate his employment
            (whether such termination is lawful or unlawful) and following the
            termination of his employment (whether such termination is lawful or
            unlawful).

11.8 Employee Trust

     The Company and any Subsidiary may provide money to the trustee of any
     trust or any other person to enable them or him to acquire Shares to be
     held for the purposes of the Scheme, or enter into any guarantee or
     indemnity for those purposes, to the extent permitted by Section 153 of the
     Companies Act 1985.

11.9 Withholding

     The Company, any employing company or the trustees of any employee benefit
     trust may withhold any amount and make any such arrangements as it
     considers necessary to meet any liability to taxation or social security
     contributions in respect of Options granted to an Optionholder. These
     arrangements may include the sale of any Shares on behalf of the
     Optionholder, unless the Optionholder discharges the liability himself.

12   Changing the Scheme and Termination

12.1 Directors' powers

     Except as described in the rest of this Rule 12 the Directors may at any
     time change the Scheme in any way.

12.2 Shareholder approval

     12.2.1 Except as described in Rule 12.2.2, the Company in general meeting
            must approve in advance by ordinary resolution any proposed change
            to the advantage of present or future Optionholders, which relates
            to the following:

          (i)   the persons to or for whom Shares may be provided under the
                Scheme;

          (ii)  the limitations on the number of Shares which may be issued
                under the Scheme;

          (iii) the individual limit for each Optionholder under the Scheme;

          (iv)  the determination of the Option Price;

          (v)   any rights attaching to the Options and the Shares;

          (vi)  the rights of Optionholders in the event of a capitalisation
                issue, rights issue, sub-division or consolidation of shares or
                reduction or any other variation of capital of the Company;

          (vii) the terms of this Rule 12.2.1.

     12.2.2 The Directors need not obtain the approval of the Company in general
            meeting for any minor changes:

          (i)   to benefit the administration of the Scheme;

          (ii)  to comply with or take account of the provisions of any proposed
                or existing legislation;


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<PAGE>

          (iii) to take account of any changes to the legislation; or

          (iv)  to obtain or maintain favourable tax, exchange control or
                regulatory treatment of the Company, any Subsidiary or any
                present or future Optionholder.

12.3 Optionholder approval

     The Directors cannot change the Scheme in a way which would adversely
     affect the subsisting rights of an Optionholder unless they obtain the
     written consent of such number of Optionholders who would acquire 75 per
     cent. of the Shares which would be issued or transferred if all Options
     granted and subsisting under the Scheme were exercised. Alternatively, the
     change may be made by a resolution at a meeting of Optionholders passed by
     not less than 75 per cent. of the Optionholders who attend and vote either
     in person or by proxy.

     For the purpose of this Rule 12.3, the Optionholders will be treated as the
     holders of a separate class of share capital. The provisions of the
     Articles of Association of the Company relating to class meetings will
     apply as far as possible (but altered as may be necessary).

12.4 Overseas Employees

     Notwithstanding any other provision of the Scheme, the Directors may amend
     or add to the provisions of the Scheme and the terms of Options as they
     consider necessary or desirable to take account of, or to mitigate, or to
     comply with relevant overseas taxation, securities or exchange control
     laws, provided that the terms of Options granted to such Eligible Employees
     are not more favourable overall than the terms of Options granted to other
     Eligible Employees.

12.5 Notice

     As soon as possible after making any change, the Directors will give
     written notice to any Optionholder affected by the change.

12.6 Data protection

     By participating in the Scheme the Optionholder consents to the holding and
     processing of personal data provided by the Optionholder to the Company for
     all purposes relating to the operation of the Scheme. These include, but
     are not limited to:

     12.6.1 administering and maintaining Optionholder records;

     12.6.2 providing information to trustees of any employee benefit trust,
            registrars, brokers or third party administrators of the Scheme;

     12.6.3 providing information to future purchasers of the Company or the
            business in which the Optionholder works;

     12.6.4 transferring information about the Optionholder to a country or
            territory outside the European Economic Area.

12.7 Termination of the Scheme

     The Directors may terminate the Scheme at any time. If this is not done,
     the Scheme will terminate on the 10th anniversary of the adoption of the
     Scheme by the Company, but

     Options granted before such termination will continue to be valid and
     exercisable as described in these Rules.

13   Governing Law

     English law governs the Scheme and all Options and their construction.


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<PAGE>

            THE ALLIED DOMECQ PLC EXECUTIVE SHARE OPTION SCHEME 1999


                                   US Schedule

The rules of the Allied Domecq PLC Executive Share Option Scheme 1999 (the
"Scheme") will apply to Options granted under this Schedule, subject to the
alterations set out below.

1    Definitions

     Words used in the Scheme will have the same meaning in this Part unless
     amended as stated below:

     "Code" means the United States of America Internal Revenue Code of 1986, as
     amended;

     "Disability" means the inability to engage in any substantial gainful
     activity by reason of any medically determinable physical or mental
     impairment which can be expected to result in death or which has lasted or
     can be expected to last for a continuous period of not less than 12 months;

     "Eligible Employee" means

     (i)  any person who is an employee of the Company or a Subsidiary
          Corporation; and

     (ii) on the Date of Grant is not within 2 years of his normal retirement
          date.

     "Incentive Stock Option" means an Option designated by the Directors, at
     the Date of Grant, as an Incentive Stock Option within the meaning of
     Section 422 of the Code;

     "Non Qualifying Stock Option" means any US Option other than an Incentive
     Stock Option.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Subsidiary Corporation" means any corporation (other than the Company) in
     an unbroken chain of corporations beginning with the Company if, at the
     time of the granting of the option, each of the corporations other than the
     last corporation in the unbroken chain owns stock possessing 50 per cent or
     more of the total combined voting power of all classes of stock in one of
     the other corporations in such chain.

     "US Option" means any Option granted to any Eligible Employee subject to
     taxation in the United States with respect to the grant of such Option,
     each grant shall specify whether the Option is intended to be an Incentive
     Stock Option or a Non qualifying Stock Option.

2    Grant of Options

     The Directors may, in their absolute discretion, grant Incentive Stock
     Options in accordance with this Schedule.


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<PAGE>

3    Limit

     Notwithstanding Rule 6.2, in no event shall any US Option be exercisable
     after 10 years (or five years, in the case of an individual described in
     Section 422(b)(6) of the Code (relating to certain 10% owners)) from the
     Date of Grant.

     Notwithstanding anything to the contrary, in no event shall the Option
     Price of an Incentive Stock Option be less than 100% (or 110%, in the case
     of an individual described in Section 422(b)(6) of the Code (relating to
     certain 10% owners)) of the Market Value of a Share on the date the
     Incentive Stock Option is granted.

3.1  Individual Limits

     To the extent that the aggregate Market Value of Shares, determined as of
     the Date of Grant of an Incentive Stock Option, of the Shares for which any
     Optionholder may be awarded Incentive Stock Options which are first
     exercisable during any calendar year under the Plan (or any of the stock
     option plan required to be taken into account under Section 422(d) of the
     Code) by the Optionholder exceeds US$100,000, the portion of such grant
     that exceeds US$100,000 shall constitute a Non-qualifying Stock Option. To
     the extent that an Incentive Stock Option fails to meet any of the other
     requirements of Section 422 of the Code, such US Option shall constitute a
     Non-qualifying Stock Option.

3.2  Scheme Limits

     The aggregate number of Shares subject to options granted under this
     Schedule will not exceed the lower of the limits set out in Rule 5 of the
     Scheme and 18,000,000 Shares. This number of Shares may be adjusted, for
     example, to take account of any variation in the share capital of the
     Company.

3.3  Option Price

     The Option Price of an Incentive Stock Option will be not less than the
     Market Value of a Share determined at the Date of Grant.

3.4  Transfer of Options

     An Incentive Stock Option may not be transferred, assigned or otherwise
     disposed of other than by will or the laws of descent and distribution, and
     during the lifetime of such individual, must not be exercisable by any
     other person.

3.5  Holding Requirement

     If Shares acquired upon exercise of an Incentive Stock Option are disposed
     of in a disqualifying disposition within the meaning of Section 422 of the
     Code by an Optionholder prior to the expiration of either two years from
     the Date of Grant of such option or one year from the transfer of Shares to
     the Optionholder pursuant to the exercise of such option, or in any other
     disqualifying disposition within the meaning of Section 422 of the Code,
     such Optionholder shall notify the Company in writing as soon as
     practicable thereafter of the date and terms of such disposition and, if
     the Company (or any affiliate thereof) thereupon has a tax-withholding
     obligation, shall pay to the Company (or such affiliate) an amount equal to
     any withholding tax the Company (or affiliate) is required to pay as a
     result of the disqualifying disposition.

     The Directors may, in their discretion, require the Optionholder to pay to
     the Company, by any means approved by the Directors at the time of exercise
     of any US Option (including withholding on any amounts payable to the
     Optionholder), the amount that the Directors


                                       16
<PAGE>

     deem necessary to satisfy the Company's obligation to withhold federal,
     state or local income or other taxes incurred by reason of the exercise of
     any US Option. Where the exercise of a US Option does not give rise to an
     obligation by the Company to withhold federal, state or local income or
     other taxes on the date of exercise, but may give rise to such an
     obligation in the future, the Directors may, in their discretion, make such
     arrangements and impose such requirements as it deems necessary or
     appropriate. The Optionholder's satisfaction of any tax-withholding
     requirements imposed by the Directors shall be a condition precedent to the
     Company's obligation as may otherwise be provided hereunder to provide
     Shares to the Optionholder, and the failure of the Optionholder to satisfy
     such requirements with respect to the exercise of a US Option shall cause
     such option to be forfeited.

     This US Schedule shall be (and any grant thereunder) subject in its
     entirety to approval by the shareholders of the Company within 12 months
     before or after its adoption by the Directors.

3.6  Disability

     An Option will lapse 12 months after an Optionholder ceases to be an
     Eligible Employee by reason of his Disability.

4    Regulations and Approvals

4.1  The obligation of the Company to sell Shares with respect to Options
     granted under this US Schedule shall be subject to all applicable laws,
     rules and regulations, including all applicable federal and state
     securities laws, and the obtaining of all such approvals by governmental
     agencies as may be deemed necessary or appropriate by the Directors.

4.2  Each Option is subject to the requirement that, if at any time the
     Directors determines, in their discretion, that the listing, registration
     or qualification of Shares issuable pursuant to this US Schedule is
     required by any securities exchange or under any state or federal law, or
     the consent or approval of any governmental regulatory body is necessary or
     desirable as a condition of, or in connection with, the grant of an Option
     or the issuance of Shares, no Options shall be granted or payment made or
     Shares issued, in whole or in part under this US Schedule, unless listing,
     registration, qualification, consent or approvals has been effected or
     obtained free of any conditions in a manner acceptable to the Directors.

4.3  In the event that the disposition of Shares acquired pursuant to this US
     Schedule is not covered by a then current registration statement under the
     Securities Act, and is not otherwise exempt from such registration, such
     Shares shall be restricted against transfer to the extent required under
     the Securities Act, and the Committee may require any individual receiving
     Shares pursuant to this US Schedule, as a condition precedent to receipt of
     such Shares, to represent to the Company in writing that the Shares
     acquired by such individual are acquired for investment only and not with a
     view to distribution and that such Shares will be disposed of only if
     registered for sale under the Securities Act or if there is an available
     exemption for such disposition.

4.4  Notwithstanding any other provision of this US Schedule or the Scheme, the
     Company shall not be required to take any action which in its discretion it
     believes could reasonably be deemed to result in a violation of Section
     13(k) of the US Securities Exchange Act of 1934, as amended.


                                       17
<PAGE>

5    Governing Law

     Options granted pursuant to this US Schedule will be governed by and
     construed in accordance with English law except that Options intended to be
     Incentive Stock Options will be construed in accordance with the provisions
     of Section 422 of the Code so as to preserve their status as Incentive
     Stock Options.


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