Exhibit 10.2

EXECUTION COPY

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STOCKHOLDER AGREEMENTBetween  REGAL ENTERTAINMENT GROUP,  and  HUSH HOLDINGS U.S. INC.Dated as of March 27, 2003

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STOCKHOLDER AGREEMENT

This STOCKHOLDER AGREEMENT (this "Agreement") is made and entered into as of March 27, 2003, by and among
Regal Entertainment Group, a Delaware corporation (the "Company") and HUSH Holdings U.S. Inc., a Delaware corporation (the
"Holder").

RECITALS

WHEREAS, pursuant to that certain Stock Purchase Agreement (the "Stock Purchase Agreement"), dated as of
February 3, 2003, by and among the Company, the Holder and Hoyts Cinemas Corporation, a Delaware corporation ("Hoyts"), the Holder has agreed to
sell and the Company has agreed to purchase all of the issued and outstanding shares of the capital stock of Hoyts, in exchange for cash and 4,761,904 shares (the "Holder
Stock") of Class A Common Stock (as defined below) of the Company under the terms and subject to the conditions of the Stock Purchase Agreement;

WHEREAS,
the Company has granted registration rights to certain existing stockholders pursuant to that certain Amended and Restated Stockholders Agreement, dated May 14, 2002 (the
"Existing Stockholders Agreement"); and

WHEREAS,
pursuant to the terms of the Stock Purchase Agreement, the Company and Holder have agreed, as a condition of their respective obligations thereunder, to enter into this
Agreement.

NOW,
THEREFORE, in consideration of the premises, representations, warranties, covenants and agreements contained herein and for good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:

1.    Certain Definitions.As used in this Agreement, the following terms have the meanings set forth below:



2.    Accession to Stockholders Agreement.During the 180 day period from and after the Closing, the
Company will use its reasonable best efforts to obtain such written consents from any Stockholder or other Persons as are necessary (as determined in the sole discretion of the Company) to enable the
Holder to be joined to the Existing Stockholders Agreement as a Stockholder with the same rights and subject to the same obligations as those Stockholders which are Non-Sponsor
Stockholders. Promptly after obtaining such consents, the Company and the Holder will execute all documentation as is necessary to so join the Holder to the Existing Stockholders Agreement.

3.    Holdback Agreement.If (x) at any time or times after the date hereof the Company makes an
underwritten registered public offering of any of its Equity Securities under the Act (whether to be sold by it or by one or more third parties) and (y) the Holder (i) is given the
opportunity to join in such registration and (ii) is able to include in such registration at least that number of shares of Common Stock as the Holder would be able to include, and on the same
terms, as if it were a Stockholder party to the Existing Stockholders Agreement after operation of the Pro Rata Reductions Provisions, then, if requested by the Company or the representatives of the
underwriters of Equity Securities of the Company, the Holder shall not Transfer any Equity Securities of the Company held by the Holder (other than those included in such registration, if applicable)
for a period specified by the representative of the underwriters (the"Market Standoff Period"), which period shall not exceed one hundred eighty
(180) days following the effective date of a registration statement of the Company filed under the Act,providedthat all directors and executive
officers of the Company enter into similar agreements. Notwithstanding the foregoing, if the subject registration is an underwritten primary registration in which the Holder is given the opportunity
to join but because of the Pro Rata Reduction Provisions the Holder is unable to include any shares of Common Stock in such registration, then the Market Standoff Period applicable to the Holder shall
be for a period not to exceed thirty (30) days following the effective date of such registration statement of the Company filed under the Act. The


Holder agrees to execute and deliver such other agreements as may reasonably be requested by the Company or the underwriter to confirm the foregoing agreement. The Company may impose
stop-transfer instructions with respect to the Equity Securities subject to the foregoing restrictions not to exceed the applicable Market Standoff Period. The obligations of the Holder
described in this Section 3 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms. This
Section 3 shall terminate and be of no further force or effect from and after the date on which the Holder is joined to the Existing Stockholders Agreement pursuant to Section 2 hereof.

4.    Lock-Up Agreement.Except as set forth in this Section 4 or pursuant to the terms of the
Escrow Agreement, the Holder will not at any time from the date of this Agreement until the first anniversary hereof offer, sell, contract to sell, pledge or otherwise dispose of (whether with or
without consideration), directly or indirectly, any shares of the Holder Stock or, enter into any transaction that would have the same effect, or enter into any swap, hedge or other arrangement that
transfers, in whole or in part, any of the economic consequences of ownership of the shares of the Holder Stock, whether any such aforementioned transaction is to be settled by delivery of any shares
of the Holder Stock, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other
arrangement (in any case, a "Transfer"), without, in each case, the prior written consent of the Company. Except as set forth in this Section 4
or pursuant to the terms of the Escrow Agreement, from the first anniversary of the date of
this Agreement until eighteen months from the date of this Agreement, Holder will not Transfer any Holder Stock in excess of one half (1/2) of the total number of shares of Holder
Stock. Notwithstanding the foregoing, subject to applicable federal and state securities laws, the Holder may (x) sell shares of the Holder Stock in an offering contemplated by, and under the
terms and subject to the conditions of, Section 3 hereof or the Existing Stockholders Agreement, if applicable, (y) sell shares of Holder Stock in a private sale transaction to a single
purchaser, or a group of related purchasers,provided, however, that (A) such transaction involves the transfer of not less than twenty percent
(20%) of the total number of shares of the Holder Stock and (B) the transferee or transferees agree to be bound by the restrictions on Transfer set forth in this Section 4 (including,
without limitation, the restriction that such transferee or transferees and the Holder will not, in the aggregate, Transfer more than one half (1/2) of the total number of Shares Holder
Stock during the period from the first anniversary of the date of this Agreement until eighteen months from the date of this Agreement); or (y) in connection with abona
fidepledge for the purpose of securing abona fidefinancing arrangement with any party other than an Affiliate of the Holder.

5.    Rule 144 Reporting.With a view to making available the benefits of certain rules and regulations of
the SEC that may permit the sale of the Holder Stock to the public without registration, the Company agrees to use its reasonable best efforts to:



6.    Miscellaneous.





Each
of the Company and the Holder may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be so given, served or sent. Each
notice, demand, request, or communication that will be hand-delivered, mailed, overnighted, transmitted, telecopied or telexed in the manner described above, or that will be delivered to a
telegraph company, will be deemed sufficiently given, served, sent, received or delivered for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery
receipt, or the answerback being deemed conclusive, but not exclusive, evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.



[Signature
Pages Follow]



IN
WITNESS WHEREOF, the parties hereto have executed this Stockholder Agreement effective as of the day and year first above written.

| |  | REGAL ENTERTAINMENT GROUP
| |  | -------------------------
| |  | By:                      

| |  |  |  | Name:  | Peter B. Brandow                                       
| |  |  |  | ------ | -------------------------------------------------------
| |  |  |  | Title: | Executive Vice President, General
Counsel and Secretary

| |  | HUSH HOLDINGS U.S. INC.
| |  | -----------------------
| |  | By:                    

| |  |  |  | Name:  | Guy Jalland   
| |  |  |  | ------ | --------------
| |  |  |  | Title: | Vice President



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