REGAL
	 	 
	 	 	[LOGO]	 	ENTERTAINMENT
GROUP	 	 
	

NUMBER B
	
 	



INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE	
 	

SHARES

	

 	
 	

 	
 	

 	
 	

SEE REVERSE SIDE

FOR CERTAIN DEFINITIONS






THIS CERTIFIES THAT

 

   


is the owner of




FULLY
PAID AND NON-ASSESSABLE SHARES OF CLASS B COMMON STOCK, $0.001 PAR VALUE, OF 



	
	 	REGAL ENTERTAINMENT GROUP	 	








transferable on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this certificate properly endorsed. This certificate is not valid
unless countersigned by the Transfer Agent and Registrar.  



        IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by the facsimile signatures of its duly authorized officers and sealed with the
facsimile seal of the Corporation.  



Dated: 




	/s/  MICHAEL L. CAMPBELL    


 VICE CHAIRMAN


 /s/  KURT C. HALL    


 VICE CHAIRMAN	 	[SEAL]	 	/s/  PETER B. BRANDOW   


 SECRETARY





  
  COUNTERSIGNED AND REGISTERED:

WELLS FARGO BANK MINNESOTA, N.A. 


        TRANSFER
AGENT

AND REGISTRAR 


BY



        AUTHORIZED
SIGNATURE 





REGAL ENTERTAINMENT GROUP  


The
corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of
stock or series thereof, so far as the same have been fixed,
and the qualifications, limitations or restrictions of such preferences and/or rights, and the number of shares constituting each such class and series. 





The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: 



	TEN COM	 	—	 	as tenants in common	 	UTMA	 	—	 	  
 (Cust)	 	Custodian	 	  
 (Minor)
	TEN ENT	 	—	 	as tenants by entireties	 	 	 	 	 	under Uniform Transfer to Minors
	

JT TEN	
 	

—	
 	

as joint tenants with right of survivorship

and not as tenants in common	
 	

Act	
 	

  
 (State)




Additional
abbreviations may also be used though not in the above list. 




For
value received            hereby sell, assign and transfer unto 



	PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE
	 	 	 	 
	  

	  
 PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
	  

	  

	  
Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
	 	 	 	 	

	

 Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.

  
	

Dated	
 	
  
  
NOTICE:    THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

  
	
SIGNATURE GUARANTEED
ALL GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A BANK OR BROKER) WHICH IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION
PROGRAM ("STAMP"), THE NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM ("MSP"), OR THE STOCK EXCHANGES MEDALLION PROGRAM ("SEMP") AND MUST NOT BE DATED. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE.
	
 	

 	
 	

 





 

 



The
shares of Class B Common Stock represented by this certificate may not be transferred to any person in connection with a transfer that does not meet the qualifications set forth in paragraph F of
Article FOURTH of the Certificate of Incorporation, as amended, of this Corporation. Any person who receives such shares in connection with a transfer that does not meet the qualifications prescribed
by paragraph F of Article FOURTH is not entitled to own or to be registered as the holder of such shares of Class B Common Stock, and such shares of Class B Common Stock shall automatically convert
into an equal number of shares of Class A Common Stock. Each holder of this certificate, by accepting the same, accepts and agrees to all of the foregoing. 



The
securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. The securities have been
acquired for investment and may not be sold, transferred, pledged or hypothecated in the absence of an effective registration statement for the securities under the Securities Act and applicable state
securities laws, or an opinion of counsel satisfactory to the Company and its counsel that registration is not required and that an applicable exemption is available.