Exhibit 10.12

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made as of December 18, 2008 (this
"Agreement") by and between Regal Entertainment Group, a Delaware corporation (the "Company"), and
Gregory W. Dunn ("Executive").

RECITALS

In order to induce Executive to serve as President and Chief Operating Officer of the Company and as the President and Chief Operating
Officer of the Company's subsidiary, Regal Cinemas Corporation, the Company desires to provide Executive with compensation and other benefits on the terms and conditions set forth in this Agreement.

Executive
is willing to accept such employment and perform services for the Company, on the terms and conditions hereinafter set forth.

It
is therefore hereby agreed by and between the parties as follows:

1.Employment.



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2.Term.



3.Compensation.



4.Employee Benefits.



5.Expenses.Executive is authorized to incur reasonable expenses in carrying out his duties and
responsibilities under this Agreement. The Company will reimburse Executive for such expenses upon presentation by Executive from time to time of appropriately itemized and approved (consistent with
the Company's policy) accounts of such expenditures.

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6.Termination of Employment.



In
no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this
Agreement and such amounts shall not be reduced whether or not Executive obtains other employment.



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Good Reasonshall be defined as one or more of the following conditions arising without the consent of the Executive and which has not been remedied by
the Company within thirty (30) days after receipt of the Notification: (i) a material reduction in Executive's Base Salary or the establishment of or any amendment to the annual cash
bonus plan which would materially impair the ability of the Executive to receive the Target Bonus (other than the establishment of reasonable EBITDA or other reasonable performance targets to be set
annually in good faith by the Board), (ii) a material diminution of Executive's titles, offices, positions or authority, excluding for this purpose an action not taken in bad faith; or the
assignment to Executive of any duties inconsistent with Executive's position (including status or reporting requirements), authority, or material responsibilities, or the removal of Executive's
authority or material responsibilities, excluding for this purpose an action not taken in bad faith, (iii) a transfer of Executive's primary workplace by more than fifty (50) miles from
the current workplace, (iv) a material breach of this Agreement by the Company, (v) Executive is not the President and Chief Operating Officer of Regal Cinemas Corporation or
(vi) Executive is not the President and Chief Operating Officer of the Company.



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AChange of Controlshall be deemed to have occurred upon both of the following occurring: (A) any individual, entity, or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than Anschutz Company,
The Anschutz Corporation, or any entity or organization controlled by Philip F. Anschutz (collectively, the "Anschutz Entities"), of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) acquires 20% or more of the combined voting power of the then-outstanding voting
securities of the Company entitled to vote generally in the election of directors ("Voting Power"); and (B) such beneficial ownership (as so
defined) by such individual, entity or group of more than 20% of the Voting Power then exceeds the beneficial ownership (as so defined) by the Anschutz Entities of the Voting Power.



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7.Indemnification.To the fullest extent permitted by the indemnification provisions of the articles of
incorporation and bylaws of the Company in effect as of the date of this Agreement and the indemnification provisions of the corporation statute of the jurisdiction of the Company's incorporation in
effect from time to time (collectively, the "Indemnification Provisions"), and in each case subject to the conditions thereof, the Company shall
(i) indemnify Executive, as a director and officer of the Company or a subsidiary of the Company or a trustee or fiduciary of an employee benefit plan of the Company or a subsidiary of the
Company, or, if Executive shall be serving in such capacity at the Company's written request, as a director or officer of any other corporation (other than a subsidiary of the Company) or as a trustee
or fiduciary of an employee benefit plan not sponsored by the Company or a subsidiary of the Company, against all liabilities and reasonable expenses that may be incurred by Executive in any
threatened, pending, or completed action, suit or proceeding, whether civil, criminal or administrative, or investigative and whether formal or informal, because Executive is or was a director or
officer of the Company, a director or officer of such other corporation or a trustee or fiduciary of such employee benefit plan, and against which Executive may be indemnified by the Company, and
(ii) pay for or reimburse the reasonable expenses incurred by Executive in the defense of any proceeding to which Executive is a party because Executive is or was a director or officer of the
Company, a director or officer of such other corporation or a trustee or fiduciary of such employee benefit plan. The rights of Executive under the Indemnification Provisions shall survive the
termination of the employment of Executive by the Company.

8.Notices.All notices or communications hereunder shall be in writing, addressed as follows:



Any
such notice or communication shall be delivered by hand or by courier or sent certified or registered mail, return receipt requested, postage prepaid, addressed as above (or to such other address
as such party may designate in a notice duly delivered as described above), and the third business day after the actual date of mailing shall constitute the time at which notice was given.

9.Separability; Legal FeesIf any provision of this Agreement shall be declared to be invalid or unenforceable,
in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect. The non-prevailing party shall bear
the

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costs
of any legal fees and other fees and expenses which may be incurred by the prevailing party in respect of enforcing its respective rights under this Agreement.

10.Assignment.This contract shall be binding upon and inure to the benefit of the heirs and representatives of
Executive and the assigns and successors of the Company, but neither this Agreement nor any rights or obligations hereunder shall be assignable or otherwise subject to hypothecation by Executive
(except by will or by operation of the laws of intestate succession) or by the Company, except that the Company may assign this Agreement to any successor (whether by merger, purchase or otherwise) to
all or substantially all of the stock, assets or businesses of the Company, if such successor expressly agrees to assume the obligations of the Company hereunder.

11.Amendment.This Agreement may only be amended by written agreement of the parties hereto.

12.Nondisclosure of Confidential Information; Non-Competition.



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13.Beneficiaries; References.Executive shall be entitled to select (and change, to the extent permitted under
any applicable law) a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following Executive's death, and may change such election, in either case by giving the
Company written notice thereof. In the event of Executive's death or a judicial determination of his incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer
to his beneficiary, estate or other legal representative, and the Company shall pay amounts payable under this Agreement, unless otherwise provided herein, in accordance with the terms of this
Agreement, to Executive's personal or legal representatives, executors, administrators, heirs, distributees, devisees, legatees or estate, as the case may be. Any reference to the masculine gender in
this Agreement shall include, where appropriate, the feminine.

14.Survival.The respective rights and obligations of the parties hereunder shall survive any termination of
this Agreement to the extent necessary to the intended preservation of such rights and obligations. The provisions of this Section 14 are in addition to the survivorship provisions of any other
section of this Agreement.

15.Governing Law.This Agreement shall be construed, interpreted and governed in accordance with the laws of
the state of Tennessee, without reference to rules relating to conflicts of law.

16.Effect on Prior Agreements.Except for amendments to this Agreement, this Agreement contains the entire
understanding between the parties hereto and supersedes in all respects any prior or other agreement or understanding between the Company or any affiliate of the Company and Executive.

17.Withholding.The Company shall be entitled to withhold from payment any amount of withholding required by
law.

18.Counterparts.This Agreement may be executed in two or more counterparts, each of which will be deemed an
original.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth in the first paragraph.

REGAL ENTERTAINMENT GROUPBy:

/s/ MICHAEL L. CAMPBELLName

Michael L. CampbellTitle:

Chief Executive Officer and ChairmanEXECUTIVE/s/ GREGORY W. DUNN Gregory W. Dunn


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