Exhibit 4.5


 


IMPERIAL TOBACCO GROUP PLC


 


 


THE
IMPERIAL TOBACCO GROUP SHARESAVE SCHEME

(Adopted by the Company on 16 August 1996 and approved by the Inland
Revenue

on 3 December 1996

under reference number SRS1827)


 


 


ASHURST
MORRIS CRISP

Broadwalk House,

5 Appold Street,

LONDON EC2A 2HA


 


Tel:
0171-638-1111

Fax: 0171-972-7990


 

















 


THE
IMPERIAL TOBACCO GROUP SHARESAVE SCHEME


 


INDEX


 


	
  Clause

  	
   

  	
  Description

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Commencement and Title

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Grant of Options

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Limitations on the
  issue of Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Exercise Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Adjustment of Options

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Exercise of Options

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Lapse of Options

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Takeover and Liquidation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Allotment and Listing

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Employment Rights

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Administration of the
  Scheme

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  Termination of the Scheme

  	
   

  



 

















 


RULES
OF THE IMPERIAL TOBACCO GROUP SHARESAVE SCHEME


 


1.                                            Definitions


 


In these Rules (unless the context otherwise requires)
the following words and expressions have the following meanings:-


 


	
  “Act”

  	
   

  	
  the
  Income Tax (Earnings and Pensions) Act 2003;

  
	
   

  	
   

  	
   

  
	
  “Adoption
  Date”

  	
   

  	
  the
  date on which the Scheme is adopted by the Company in general meeting;

  
	
   

  	
   

  	
   

  
	
  “Application
  Period”

  	
   

  	
  such
  period as the Board may determine but being a period not less than fourteen
  days and not more than 21 days from an Invitation Date;

  
	
   

  	
   

  	
   

  
	
  “Associated
  Company”

  	
   

  	
  has
  the same meaning given to it in paragraph 47 of Schedule 3 to the Act
  except for the purposes of Rule 7(f) where it has the meaning given to it by
  paragraph 35(4) of Schedule 3 to the Act;

  
	
   

  	
   

  	
   

  
	
  “Auditors”

  	
   

  	
  the
  auditors for the time being of the Company;

  
	
   

  	
   

  	
   

  
	
  “Board”

  	
   

  	
  the
  Board of Directors for the time being of the Company (or the directors
  present at a duly convened meeting of such Board) or a duly authorised
  committee thereof;

  
	
   

  	
   

  	
   

  
	
  “Bonus
  Date”

  	
   

  	
  where
  Repayment under the relevant Savings Contract is taken as including the
  maximum bonus, the earliest date on which the maximum bonus is payable and in
  any other case the earliest date on which a bonus is payable under the
  Savings Contract;

  
	
   

  	
   

  	
   

  
	
  “Commencement
  Date”

  	
   

  	
  the
  date on which the Scheme is approved by the Inland Revenue under the Income
  Tax and Corporation Taxes Act 1988;

  
	
   

  	
   

  	
   

  
	
  “Company”

  	
   

  	
  Imperial
  Tobacco Group PLC;

  



 

















 


	
  “Continuous
  Service”

  	
   

  	
  service
  with any company which is or was a Subsidiary (including service with such
  company before it became a Subsidiary) which shall be aggregated with service
  with a Participating Company provided all such service has been
  continuous.  In the case of an
  employee employed in employment by a Participating Company who is absent from
  such employment for any reason for a period during which such employee’s
  contract of service subsists, or by reason of maternity leave, and who then
  returns to such employment with a Participating Company then in calculating
  service any such period of absence shall be deemed to have formed part of his
  continuous service;

  
	
   

  	
   

  	
   

  
	
  “Control”

  	
   

  	
  has
  the same meaning as in Section 719 of the Act;

  
	
   

  	
   

  	
   

  
	
  “Date
  of Grant”

  	
   

  	
  the
  date on which the Grantor passes a resolution to grant an Option under Rule
  3(D) below;

  
	
   

  	
   

  	
   

  
	
  “Eligible
  Employee”

  	
   

  	
  any
  employee (including a director holding a salaried employment or office) of a
  Participating Company who (a) on the relevant Date of Grant has achieved such
  period of Continuous Service not exceeding five years as the Board shall on
  or before the Invitation Date determine; (b) whose earnings from his office
  or employment are (or would be if there were any) general earnings to which
  section 15 to 21 of the Act applies; (c) who is not ineligible to
  participate in the Scheme by virtue of any of the provisions of the Act
  including in particular paragraph 11 of Schedule 3 to the Act;  and (d) who in the case only of a director
  holding a salaried employment or office, usually works at least twenty-five
  hours per week excluding time off permitted for meal breaks provided that the
  Board may treat any employee or director of a member of the Group who meets
  requirement (c) above as an Eligible Employee PROVIDED HOWEVER THAT at the
  Invitation Date no notice of termination of such employment has been served
  by either the employee concerned or his employing Participating Company;

  



 

















 


	
  “Exercise
  Price”

  	
   

  	
  the price
  per Share at which a Participant may acquire Shares pursuant to the Scheme
  (as determined in accordance with Rule 5);

  
	
   

  	
   

  	
   

  
	
  “Grantor”

  	
   

  	
  either
  the Board or the Trustee;

  
	
   

  	
   

  	
   

  
	
  “Group”

  	
   

  	
  the
  Company and its Subsidiaries from time to time together with any such company
  as the Board and the Inland Revenue shall have agreed may participate
  pursuant to the terms of Schedule 3, paragraph 46 of the Act;

  
	
   

  	
   

  	
   

  
	
  “Invitation
  Date”

  	
   

  	
  the
  date upon which invitations to apply for Options are issued by the Board,
  being a date within forty-two days after the Commencement Date and thereafter
  within twenty-eight days after the date of public announcement of the annual
  or half yearly results of the Group;

  
	
   

  	
   

  	
   

  
	
  “London
  Stock Exchange”

  	
   

  	
  London
  Stock Exchange Limited;

  
	
   

  	
   

  	
   

  
	
  “Option”

  	
   

  	
  a
  right granted pursuant to the Scheme to acquire Shares;

  
	
   

  	
   

  	
   

  
	
  “Participant”

  	
   

  	
  a
  person who holds a Subsisting Option or (where the context admits) his
  personal representatives;

  
	
   

  	
   

  	
   

  
	
  “Participating
  Company”

  	
   

  	
  any
  member of the Group which the Board has designated as a member of the Scheme
  for the time being;

  
	
   

  	
   

  	
   

  
	
  “Repayment”

  	
   

  	
  in
  relation to a Savings Contract, the amount of the contributions repayable
  and, where relevant, of any bonus and/or interest payable on the termination
  of the Savings Contract;

  
	
   

  	
   

  	
   

  
	
  “Savings
  Contract”

  	
   

  	
  a
  certified contractual savings scheme within the meaning of Section 326
  (2), (3) or (4) of the Income and Corporation Taxes Act 1988 with a Building
  Society or an institution authorised under the Banking Act 1987 as determined
  by the Board and which has been approved by the Inland Revenue for the
  purposes of Schedule 3 to the Act;

  



 

















 


	
  “Schedule 3”

  	
   

  	
  Schedule 3
  to the Act;

  
	
   

  	
   

  	
   

  
	
  “Scheme”

  	
   

  	
  the
  Imperial Tobacco Group Sharesave Scheme as amended from time to time;

  
	
   

  	
   

  	
   

  
	
  “Share”

  	
   

  	
  a
  fully paid ordinary share in the capital of the Company which satisfies
  paragraphs 18 to 22 of Schedule 3;

  
	
   

  	
   

  	
   

  
	
  “Specified
  Age”

  	
   

  	
  60;

  
	
   

  	
   

  	
   

  
	
  “Subsidiary”

  	
   

  	
  a
  subsidiary of the Company as defined in Section 736 of the Companies Act
  1985 over which the Company has Control;

  
	
   

  	
   

  	
   

  
	
  “Subsisting
  Option”

  	
   

  	
  an
  Option to the extent that it has neither lapsed nor been exercised;

  
	
   

  	
   

  	
   

  
	
  “Trustee”

  	
   

  	
  the
  trustee or trustees for the time being of any employee trust established by
  the Company wholly or partly for the benefit of all or most of the persons
  for the time being employed or holding office with the Group or any
  Participating Company or Companies which has been designated by the Board as
  a trust out of which Options may be granted.

  



 


Where
the context so permits the singular shall include the plural and vice versa and
the masculine gender shall include the feminine.  Any reference to a statutory provision includes a reference to
that provision as for the time being amended or re-enacted.


 


2.                                       Commencement and Title


 


The
Scheme shall commence on the Commencement Date and shall be known as The
Imperial Tobacco Group Sharesave Scheme.


 


3.                                       Grant of Options


 


(A)                              On or prior to an Invitation Date the Grantor may decide in its
absolute discretion:-


 


(i)                                     whether to invite applications for the grant of Options; and


 

















 


(ii)                                  whether to invite applications for three year Options, five year
Options or seven year Options (or whether to offer Eligible Employees a
choice).


 


(B)                                Where applications for the grant of Options are invited, such
invitations shall be sent to all Eligible Employees and shall state:-


 


(i)                                     the Exercise Price or the method by which the Exercise Price for the
Shares will be notified to Eligible Employees;


 


(ii)                                  the date being the last day of the Application Period by which
applications for the grant of Options must have been received by the Board or
such person as the Board may direct being not less than 14 nor more than 21
days after the date of issue of such invitations except in exceptional
circumstances as determined by the Board; and


 


(iii)                               whether application may be made for three year Options, five year
Options, seven year Options or any combination of them.


 


PROVIDED THAT any accidental failure or omission to
deliver invitations to all Eligible Employees shall not invalidate the grant of
Options pursuant to this Rule 3(B) to which such invitations relate.


 


(C)                                Applications for Options under the Scheme shall be in such form as
the Board may require and each:-


 


(i)                                     must be accompanied by a duly completed application form to enter
into one or more Savings Contracts under each of which the applicant will agree
to make in multiples of £5 per month such specified contributions being not
less than £5 per month nor (when aggregated with contributions made under any
other savings contract linked to a savings related share option scheme approved
under Schedule 3) more than £250 per month (or such other amounts as may
from time to time be permitted under the Savings Contract) as shall secure on
the Bonus Date, as nearly as may be, Repayments of an amount equal to that for
which Shares may be acquired under his Option if exercised in full; and


 


(ii)                                  shall empower the Grantor or any person authorised by it:-


 


(a)                                  to amend the amount of the specified contribution referred to in
Rule 3(C)(i) above to such lesser sum as shall secure on the Bonus Date, as
nearly as may be, Repayments of an amount equal to that for which Shares may be
acquired by the Participant in the event that the number of Shares for which an
Eligible Employee applies for an Option has to be reduced in accordance with
Rule 3(D) below;


 

















 


(b)                                 to deduct from the Participant’s pay such contribution as shall be
specified by the Participant pursuant to Rule 3(C)(i) or as may be amended
pursuant to Rule 3(C)(ii)(a) above and pay the same on behalf of the
Participant in discharge of the Participant’s obligations under the Savings
Contract.


 


(D)                               Within thirty days or, in exceptional circumstances, such longer
period as may have been agreed previously in writing with the Inland Revenue,
of the date pursuant to Rule 5(A)(i) by reference to which the Exercise Price
was determined or in a case where the number of shares over which Options are
to be granted is determined by Rule 3(D) (ii) below, within forty-two days of
such date and subject to the limitations and conditions contained in the
Scheme, Options shall by resolution of the Grantor be granted to the Eligible
Employees who have applied for them in accordance with the following
provisions:-


 


(i)                                     Options shall be granted to the Eligible Employees in respect of all
the Shares applied for by them; save that


 


(ii)                                  where the Board in its discretion considers that it is desirable to
limit the number of Shares in respect of which Options are granted in relation
to any invitation, then the following steps shall be carried out successively
to the extent necessary to eliminate the excess over the limitation imposed


 


(a)                                  the excess over £5 of the monthly savings contribution chosen by
each applicant shall be reduced pro rata to the extent necessary;


 


(b)                                 applications will be selected by lot, each based on a monthly
savings contributions of £5 and the inclusion of no bonus in the Repayment
under the Savings Contract.


 


(E)                                 No payment will be required from a Participant on the grant of an
Option.  Each Participant will be issued
with a certificate in the form from time to time agreed with the Inland
Revenue.


 


(F)                                 No Option shall be capable of being transferred by a Participant.


 


(G)                                No Option shall be granted more than ten years after the
Commencement Date.


 


(H)                               The number of Shares over which an Option is granted to any Eligible
Employee must be so limited that the aggregate of the Exercise Price for those
Shares does not exceed the Repayment under the Savings Contract entered into on
the grant of such Option.


 


4.                                       Limitations on the issue
of Shares


 


Subject
to Rule 6 below, no Option shall be granted on any Date of Grant or proposed
Date of Grant if, as a result:-


 

















 


(A)                              the total number of Shares issued or committed to be issued during
the ten years preceding such Date of Grant under this Scheme and under all
other employee share schemes established by the Company would exceed 10% of the
issued ordinary share capital of the Company on that Date of Grant; or


 


(B)                                the total number of Shares issued or committed to be issued during
the preceding five years under the Scheme and under all other employee share
schemes established by the Company would exceed 5% of the issued ordinary share
capital of the Company on that Date of Grant;


 


PROVIDED that, for the avoidance of doubt, Shares
which shall have been the subject of grants which lapse shall not be taken into
account for the purposes of this Rule 4.


 


5.                                       Exercise Price


 


(A)
Subject to Rule 6 below the Exercise Price shall be such amount as the Board
shall determine being an amount not less than the greater of:-


 


(i)                                     subject to Rule 5(B), eighty per cent. of the middle market
quotation per Share as derived from the Daily Official List of the London Stock
Exchange for the dealing day immediately preceding the Invitation Date; and


 


(ii)                                  in the case of an Option to subscribe for Shares, the nominal value
of a Share.


 


(B)                                For the purposes of an Option granted at any other time at which
there shall be no dealings in the Shares, the Exercise Price shall be not less
than eighty per cent. of such sum as may be agreed by the Inland Revenue in
advance for the purposes of the Scheme to be the market value of a Share in
accordance with Part VIII of the Taxation of Chargeable Gains Act 1992.


 


6.                                       Adjustment of Options


 


In the
event of any variation in the share capital of the Company whether by way of
capitalisation of profits or reserves or by way of rights or any consolidation
or sub-division or reduction of capital, or otherwise, then the number of
Shares subject to any Subsisting Option and the Exercise Price may be adjusted
by the Board in such manner and with effect from such date as the Board may
determine to be appropriate provided always that:-


 


(A)                              any such adjustment shall not take effect without the prior approval
of the Board of Inland Revenue;


 


(B)                                no such adjustment shall take effect until it has been referred to
the Auditors and the Auditors have certified in writing to the Board that the
adjustment is fair and reasonable in their opinion;


 

















 


(C)                                the Exercise Price of an Option to subscribe for Shares shall not be
adjusted below the nominal value of a Share (unless the Company in general
meeting shall resolve to pay up any part of that nominal value out of
distributable reserves).


 


7.                                       Exercise of Options


 


(A)                              An Option shall be exercisable during the period mentioned in Rule
7(C) below in respect of all or some of the Shares over which it was granted by
the Participant completing a written notice in the prescribed form on the
reverse of the certificate issued to the Participant under Rule 3(E) specifying
the number of Shares in respect of which the Option is exercised together with
a remittance for that number of Shares calculated by reference to the Exercise
Price. The date of exercise of the Option shall be the date of receipt by the
Company of such notice and payment.


 


(B)             It is a condition of the
exercise of an Option under the Scheme that payment for the Shares shall be
made only with monies not exceeding the amount of the Repayment to the
Participant under the Savings Contract to which he has contributed in relation
to the Option.  If upon the exercise of
an Option the Repayment then due to a Participant under his Savings Contract is
less than the amount required to pay for all the Shares in respect of which it
is purportedly exercised, the Option shall be treated as exercised only in
respect of such number of Shares as may be acquired by the amount of the
Repayment and shall lapse as to the excess.


 


(C)             Save as otherwise
provided, an Option may not be exercised until the Bonus Date.  Subject only to the provisions of
Rule 7(G) below, no Option may be exercised later than six months after
the Bonus Date.


 


(D)            Notwithstanding any other
provision hereof no Option may be exercised at any time when the person seeking
to exercise it is excluded from participation in this Scheme by virtue of
either of paragraphs 10 and 11 of Schedule 3.


 


(E)              (i)                                     An Option shall cease to be exercisable upon the Participant ceasing
to be an employee or director of any member of the Group (so as to hold no such
employment or office) except where his so ceasing is by reason of:-


 


(a)                                  his retirement on reaching the Specified Age or such other age at
which he is bound to retire in accordance with the terms of his employment; or


 


(b)                                 injury, disability or redundancy within the meaning of the
Employment Rights Act 1996 or his office or employment either being in a
company which ceases to be a Subsidiary or relating to a business or part of a
business which is transferred to a person who or which is neither a Subsidiary
nor a Participating Company; or


 

















 


(c)                                  his leaving service at any time other than at a time specified in
Rule 7(E)(i)(a) or (b) above, provided that such event occurs not earlier than
three years from the Date of Grant of the Option;


 


in any
of which circumstances the Option may be exercised at any time during the
period of six months from the date on which he so ceases to be an employee or
director of any member of the Group notwithstanding that the Bonus Date shall
not have occurred.


 


(ii)                                  If, at the Bonus Date, a Participant holds an office or employment
in a company which is not a Participating Company but which is:-


 


(a)                                  an Associated Company of the Company, or


 


(b)                                 a company of which the Company has Control,


 


the
Participant may exercise his Option within six months of that Bonus Date.


 


(F)                                 For the purposes of Rule 7(E) above and Rule 9 below (but for no
other purpose):-


 


(i)                                     a Participant shall not be regarded as ceasing to hold office or
employment by reason of:-


 


(a)                                  his being or becoming employed by a company which ceases to be or is
not a Participating Company but is nevertheless an Associated Company or is
under the Control of the Company; or


 


(b)                                 his ceasing to be employed full-time but continuing to be employed
on a part-time basis; and


 


(ii)                                  a Participant shall be regarded as ceasing to hold office or
employment when he holds no employment with any of the Company, any Associated
Company and any company Controlled by the Company.


 


(G)                                In the event of the death of a Participant prior to the Bonus Date
the Option may be exercised by his personal representatives at any time during
the period of twelve months commencing on the date of his death (but not later)
and the personal representatives shall be entitled to do so notwithstanding
that the Bonus Date has not occurred and in the event of the death of a
Participant within six months commencing on the Bonus Date his personal
representatives may exercise the Option at any time within twelve months
commencing on the Bonus Date PROVIDED THAT such personal representatives shall
not be entitled to exercise the Option if at the date of the Participant’s
death the Participant was precluded from exercising the Option by reason of
either of paragraphs 10 and 11 of Schedule 3.


 

















 


(H)                               A Participant who reaches the Specified Age prior to the Bonus Date
but continues to hold the office or employment by virtue of which he is
eligible to participate in the Scheme may exercise the Option within six months
after the date of his reaching the Specified Age.


 


(I)                                    If an Option becomes exercisable under any provision of the Scheme
before the Bonus Date it shall be exercisable only over the number of Shares
the aggregate Exercise Price of which equals (as nearly as may be) but does not
exceed the Repayment made under the Savings Contract entered into on the grant
of that Option but excluding any contributions made directly by the Participant
except to the extent that such are (i) made pursuant to any special
arrangements relating to absence from employment; or (ii) made at the same rate
of contribution and at the same intervals as those contributions previously
deducted from his salary pursuant to the provisions of Rule 3(C)(ii)(b) between
the date of the Participant ceasing to be employed by the Group and the date on
which the Option is exercised; and the Option shall cease to be exercisable
over any Shares in excess of that number in respect of which it was
granted.  For the avoidance of doubt,
any Repayment under the Savings Contract shall exclude the Repayment of any
contributions made in advance under the Savings Contract the due date for
payment of which falls or would have fallen more than one month after the date
on which Repayment is made.


 


(J)                                   An Option shall be exhausted and automatically cancelled immediately
after it is first exercised notwithstanding that it shall not have been
exercised in respect of all of the Shares over which the Option was granted.


 


8.                                       Lapse of Options


 


A
Participant’s Option shall lapse and cease to be exercisable:-


 


(A)                                 upon the expiry of any of the periods for exercise under the
provisions of Rule 7 (with the exception of paragraph (H) thereof) above and
Rule 9 below, whichever shall first occur; or


 


(B)                                   if the Participant omits seven or more times to make a monthly payment
due under his Savings Contract or gives notice under the Savings Contract
requiring Repayment before the Bonus Date unless such non-payment or notice is
in consequence of his ceasing to be an Eligible Employee by virtue of one of
the causes mentioned in Rule 7 paragraphs (E) (G) or (H)
above or in the circumstances of Rule 9 below.


 


9.                                       Takeover and Liquidation


 


(A)                              If any person obtains Control of the Company as a result of making:-


 


(i)                                     a general offer to acquire the whole of the issued share capital of
the Company which is made on a condition such that if it is satisfied the
person making the offer will have Control of the Company; or


 

















 


(ii)                                     a general offer to acquire all the shares in the Company which are
of the same class as the Shares;


 


then
any Subsisting Option may subject to paragraph (D) below be exercised within
six months of the time when the person making the offer has obtained Control of
the Company and any condition subject to which the offer is made has been
satisfied.


 


(B)                                If under Section 425 of the Companies Act 1985 the 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 Subsisting Option may
subject to paragraph (D) below be exercised within six months of the Court
sanctioning the compromise or arrangement.


 


(C)                                If any person becomes bound or entitled to acquire shares in the
Company under Sections 428 to 430 of the Companies Act 1985 any Subsisting
Option may subject to paragraph (D) below be exercised at any time when that
person remains so bound or entitled.


 


(D)                               If as a result of the events specified in paragraphs (A) or (B)
above a company has obtained Control of the Company, or if a company has become
bound or entitled as mentioned in paragraph (C) above, any Participant may by
agreement with that other company (the “Acquiring Company”) within the
Appropriate Period as defined in paragraph 38(3) of Schedule 3 release any
Subsisting Option of his in consideration of the grant of a new Option (the
“New Option”) which satisfies the following conditions:-


 


(i)                                     the New Option shall be over shares in the Acquiring Company or
another company which satisfies paragraph (b) or (c) of Paragraph 18 of
Schedule 3 in relation to the Acquiring Company and shall satisfy the
conditions specified in paragraphs 18 to 22 inclusive of Schedule 3;


 


(ii)                                  the New Option shall be a right to acquire such number of such
shares in the Acquiring Company (or such other company) as shall have on the
grant of the New Option an aggregate market value equal to the aggregate market
value of the Shares subject to the Option immediately before its release and
for this purpose market value shall be ascertained by the application of Rule
5(i) as at the date of release of the Option and grant of the New Option;


 


(iii)                               the New Option shall have an Exercise Price such that the aggregate
price payable on complete exercise equals the aggregate price which would have
been payable on complete exercise of the Option; and


 


(iv)                              the New Option shall be otherwise identical in terms to the Option


 

















 


AND the New Option shall, for all other purposes of
this Scheme, be treated as having been acquired at the same time as the Option
in consideration of the release of which it is granted.  With effect from the release of any Option
pursuant to this Rule 9, Rules 6, 7(A) and (B), this Rule 9 and Rule 10 of this
Scheme shall in relation to the New Option be construed as if references therein
to “the Company” were references to the Acquiring Company or, as the case may
be, such other company and all the Rules (other than Rules 3 to 5 inclusive)
shall in relation to the New Option be construed as if references therein to
Shares were references to shares in the Acquiring Company or, as the case may
be, such other company in respect of whose shares the New Option is granted.


 


(E)                                 If the Company passes a resolution for voluntary winding up, any
Subsisting Option may be exercised within six months of the passing of the
resolution.


 


(F)                                 For the purposes of this Rule 9 other than paragraph (D) above a
person shall be deemed to have obtained Control of a Company if he and others
acting in concert with him have together obtained Control of it.


 


(G)                                The exercise of an Option pursuant to the preceding provisions of
this Rule 9 shall be subject to the provisions of Rule 7 above.


 


(H)                               Any Option shall lapse if:-


 


(i)                                     it shall not have been exercised by the expiry of any time limit for
exercise set out in this Rule 9, whichever shall expire first;  and


 


(ii)                                  no agreement for the release of the Option shall have been entered
into by the expiry of the first Appropriate Period to commence pursuant to
paragraph (D) above.


 


10.                                 Allotment and Listing


 


(A)                              Subject to receipt of the appropriate remittance:-


 


(i)                                     Shares to be issued pursuant to the exercise of an Option will be
allotted not later than thirty days after the exercise of the Option and will
rank pari passu in all respects with the Shares in issue on the date of
exercise save that they will not rank for any dividend or other distribution
paid or made by reference to the date (known as the record date) on which
entitlement to the dividend or distribution is fixed by reference to the
Company’s register of members if that date falls prior to the date of exercise
of the Option; and


 


(ii)                                  in the case of Shares to be transferred pursuant to the exercise of
an Option, the Grantor shall transfer or procure that the Shares shall be
transferred within 30 days after exercise of the Option, save that such Shares
will not rank for any dividend or other distribution paid or made by reference
to the date


 

















 


(known as the record date) on which entitlement to the
dividend or distribution is fixed by reference to the Company’s register of
members if that date falls prior to the date of exercise of the Option.


 


(B)                                If the Shares are listed on the London Stock Exchange at the date of
allotment of any Shares pursuant to the Scheme the Company will apply to the
Council of the London Stock Exchange for permission for such Shares so allotted
to be admitted to the Official List.  An
application may be postponed at the discretion of the Board until application
can be made in respect of such number of Shares as the Board considers appropriate.


 


11.                                 Employment Rights


 


(A)                              This Scheme shall not form part of any contract of employment
between any member of the Group and any employee of any such company and the
rights and obligations of any individual under the terms of his office or
employment with any member of the Group shall not be affected by his
participation in the Scheme or any right which he may have to participate
therein


 


(B)                                Participation in the Scheme shall be on the express condition that:-


 


(i)                                     neither it nor cessation of participation shall afford any
individual under the terms of his office or employment with any member of the
Group any additional or other rights to compensation or damage; and


 


(ii)                                  no damages or compensation shall be payable in consequence of the
termination of such office or employment (whether or not in circumstances
giving rise to a claim for wrongful or unfair dismissal) or for any other
reason whatsoever to compensate him for the loss of any rights the Participant
would otherwise have had (actual or prospective) under the Scheme howsoever
arising but for such termination; and


 


(iii)                               the Participant shall be deemed irrevocably to have waived any such
rights to which he may otherwise have been entitled


 


(C)                                No individual shall have any claim against a member of the Group
arising out of his not being admitted to participation in the Scheme which (for
the avoidance of any doubt) is governed entirely by the Rules.


 


(D)                               No Participant shall be entitled to claim compensation from any
member of the Group in respect of any sums paid by him pursuant to the Scheme
or for any diminution or extinction of his rights or benefits (actual or
otherwise) under any Option held by him consequent upon the lapse for any
reason of any Option held by him or otherwise in connection with the Scheme and
each member of the Group shall be entirely free to conduct its affairs as it
sees fit without regard to any consequences under, upon or in relation to the
Scheme or any Option or Participant


 

















 


12.                                 Administration of the Scheme


 


(A)                              The Board may make and vary such regulations (not being inconsistent
with the Scheme) as it thinks fit for the administration and implementation of
the Scheme.  The Board’s decision on any
matter concerning the Scheme or its interpretation (other than a matter to be
certified by the auditors of the Company) shall be final and binding.


 


(B)                                The Board shall be entitled by resolution to amend all or any of the
provisions of the Scheme as the Board thinks fit except that no alteration
shall be made:-


 


(i)                                     to the advantage of Participants without the prior sanction of an
ordinary resolution of the Company in general meeting except for minor
amendments to benefit the administration of the Scheme and amendments to obtain
and maintain favourable tax, exchange control or regulatory treatment for
Participants in the Scheme or for any member of the Group;


 


(ii)                                  to any rights already accrued to any Participant which would be to
the disadvantage of such Participant, without the prior consent of such
Participant; or


 


(iii)                               in relation only to Options to purchase Shares, without the prior
consent of the Trustee;


 


unless,
in any such case, the alteration is necessary to comply with any legislation
for the time being in force or with any conditions requisite to obtain or to
maintain approval of the Inland Revenue for the Scheme AND provided that, at
any time at which the Scheme is and is intended to remain so approved by the
Inland Revenue, no amendment shall take effect unless and until such amendment
shall have been approved by the Inland Revenue.


 


(C)                                Written notice of any alteration made in accordance with Rule 12(B)
shall be given to all Participants.


 


(D)                               The Company shall keep available sufficient issued and/or unissued
Shares in the capital of the Company to satisfy the exercise in full of all
Options for the time being remaining capable of being exercised.


 


(E)                                 Participants shall be sent copies of any document having a material
effect on their rights at the same time as such document is sent to holders of
Shares.


 


(F)                                 The provisions of the Company’s Articles of Association for the time
being in force with regard to the service of notices upon members of the
Company shall apply mutatis mutandis to any notice to be given by the Company
to Participants.  Any notice to be given
by the Trustee to any Participant or Eligible Employee shall be sufficiently
given if sent to his home address or place of work as last reported in writing
to the Trustee by the Company.


 

















 


(G)                                Notwithstanding anything to the contrary contained herein the Board
may at any time and from time to time by resolution and without further
formality amend the Scheme in any way to the extent necessary to render the
Scheme capable of approval by the Board of Inland Revenue or any other
governmental or other regulatory body pursuant to any present or future United
Kingdom legislation.


 


(H)                               The Scheme shall be governed by English law.


 


13.                                 Termination of the Scheme


 


The Scheme may be terminated at any time by the Board
or by the Company in general meeting but in any event shall terminate on the
tenth anniversary of the Commencement Date and on such termination no further
Options shall be granted, but the subsisting rights of Participants shall not
be affected by such termination.


 

















 


Imperial
Tobacco Group PLC


SHARESAVE
SCHEME




OPTION
CERTIFICATE


 


	
  Name
  of Option Holder

  	
   

  	
   

  
	
   

  
	
  Address
  of Option Holder

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  
	
   

  	
  Post
  Code

  	
   

  	
   

  
	
   

  
	
  Option
  Certificate number

  	
   

  	
   

  
	
   

  
	
  Number
  of shares granted under this option

  	
   

  	
   

  
	
   

  
	
  Date
  of grant

  	
   

  	
   

  
							



 


 


This is
to certify that the above named person was on the above date granted an option
as specified for ordinary shares of [ 
]p each in the capital of Imperial Tobacco Group PLC at an exercise
price of [     ]p per share upon and
subject to the terms of the Imperial Tobacco Group PLC Sharesave Scheme adopted
by a resolution of Imperial Tobacco Group PLC in general meeting on


[                   ].


 


 


Signed
on behalf of


 


 


	
   

  	
  Director

  	
   

  	
  Secretary

  



 


	
  NOTES:(1)

  	
   

  	
  The
  option cannot be assigned or transferred.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
  In
  order to exercise your option please complete the Form of Exercise printed
  overleaf and send it together with a request for a cheque for the relevant
  exercise price of the shares and evidence of the amount repaid under your
  Sharesave contract to the Nationwide Building Society (or such other person
  as shall have been notified to you).

  



 


THIS
DOCUMENT MUST BE RETAINED.  PLEASE KEEP
IT IN A SAFE PLACE.  This certificate is
issued as a matter of record only and is not a document of title.


 

















 


Imperial
Tobacco Group PLC


 


SHARESAVE
SCHEME

FORM OF EXERCISE OF OPTION


 


	
  To:

  	
   

  	
  The
  Company Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Imperial
  Tobacco Group PLC

  



 


(In
order to exercise your option you should complete, sign and return this
document to the Nationwide Building Society (or such other person as shall have
been notified to you))


 


1.               I wish to exercise the
option referred to on the reverse Option Certificate in respect of
[             ]
ordinary shares.  (Insert the number of
shares in respect of which the option is exercised.  If you do not wish to exercise the option for all the shares
shown on the attached certificate you may exercise options for a lesser
number.)


 


2.               I enclose a cheque for
£                 in
favour of Imperial Tobacco Group PLC/Trustee being the total exercise price
payable under this option for the above specified number of ordinary shares
together with evidence of the amount repaid to me under my SAYE.


 


 


Personal
Details


 


	
  SURNAME

  	
   

  	
   MR/MRS/MISS/MS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FIRST
  NAMES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  HOME
  ADDRESS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  POST
  CODE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNATURE

  	
   

  	
   DATE

  	
   

  	
   

  
												



 


 


NOTE:                                                       This option may be exercised only by the person to whom it was
granted or their personal representative(s).


 


IF YOU
ARE IN ANY DOUBT, PLEASE CONTACT YOUR/THE SCHEME ADMINISTRATOR