Exhibit 4.5


 


ALLIED DOMECQ PLC


 


 


RULES OF THE ALLIED DOMECQ PLC


 


PERFORMANCE SHARE PLAN 2005


 


 


	
  Directors
  Adoption:

  	
   

  	
  11 October 2004

  
	
   

  	
   

  	
   

  
	
  Shareholder
  Approval:

  	
   

  	
  28 January 2005

  
	
   

  	
   

  	
   

  
	
  Expiry
  Date:

  	
   

  	
  11 October 2014

  



 


 





 


One Silk Street


London EC2Y 8HQ


 


 


Telephone
(44-20) 7456 2000


Facsimile (44-20)
7456 2222


 


Ref 01/145/G
Rowlands-Hempel


 





















 


RULES OF THE ALLIED DOMECQ PLC PERFORMANCE SHARE PLAN 2005


 


1              Meanings of
Words Used


 


In these Rules:


 


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


 


“Award” means an
award of forfeitable Shares held by or for the benefit of a Participant subject
to the agreement referred to in Rule 3.1;


 


“Company” means
Allied Domecq PLC;


 


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


 


“Date of Award”
means the date on which Awards are made under Rule 3.4;


 


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


 


“Eligible Employee”
means any person who is an employee of a Participating Company, or is a
director who devotes substantially the whole of his working time in his duties
and on the Date of Award is not within 6 months of his normal retirement date
(if he has one);


 


“Market Value”
on any particular day means:


 


(i)            where
the Award consists of ordinary shares the middle market quotation of an
ordinary share as derived from the Daily Official List of the London Stock
Exchange plc; and


 


(ii)           where
the Award consists of ADSs, the average of the reported highest and lowest
trading prices of an ADS as derived from the New York Stock Exchange;


 


“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;


 


“Model Code”
means the UK Listing Authority Model Code for transactions in securities by
directors, certain employees and persons connected with them;


 


“NYSE” means the
New York Stock Exchange;


 


“Participant”
means a person holding an Award or his personal representatives;


 


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


 


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


 


“Performance Period”
means the period over which a Performance Condition is to be satisfied;


 


“Plan” means
this plan known as “The Allied Domecq PLC Performance Share Plan 2005”;


 


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“Regulatory Information
Service” means a service listed in Schedule 12 to the UK
Listing Authority Listing Rules;


 


“Rules” means
these rules as changed from time to time;


 


“Shares” means
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
Awards


 


2.1          Selection


 


Subject to Rule 3, the Directors may determine that any
Eligible Employee will be made an Award in respect of such number of Shares as
they may decide. Unless the Directors decide otherwise in any particular case,
Awards must not be made to an Eligible Employee who has given or received
notice of termination of employment whether or not such termination is lawful.


 


2.2          Time when
Awards may be made


 


2.2.1       Awards may only be made within 42 days starting on any of the
following:


 


(i)            the date of approval of the Plan by shareholders;


 


(ii)           the day after the announcement of the Company’s results
through a Regulatory Information Service for any period;


 


(iii)          any day on
which the Directors resolve that exceptional circumstances exist which justify
the making of Awards; or


 


(iv)          any day on which changes to the legislation or regulations
affecting share award plans are announced, effected or made;


 


2.2.2       If Awards cannot be made due to restrictions imposed by
statute, order, regulation or Government directive, or by any code adopted by
the Company based on the Model Code, Awards may be made within 42 days after
the lifting of such restrictions.


 


2.3          Conditions on
vesting


 


The vesting of an Award will be conditional on the
satisfaction of a Performance Condition. The Directors may waive or change the
Performance Condition if events happen which cause them reasonably to consider
that a changed Performance Condition would be a fairer measure of performance,
and would be no more difficult to satisfy, or that the Performance Condition
should be waived.


 


2.4          Award
Certificates


 


Each Participant will receive an award 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 Award.


 


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2.5          No Payment


 


Participants are not required to pay for the making of any
Award.


 


2.6          Disposal
restrictions


 


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


 


2.7          Administrative
errors


 


If an Award is purported to be made on terms which are inconsistent
with Rule 4 (Individual limits) and Rule 5 (Plan limits) the Award
will be limited and will take effect from the Date of Award on a basis
consistent with Rule 4 and Rule 5.


 


2.8          Awards over
ADSs


 


The Directors may determine, in their absolute discretion,
that an Award will be made in respect of ADSs and references in these Rules to
Shares and Award etc. shall be construed accordingly.


 


3              Award
Agreement


 


3.1          Agreement


 


Each Participant must enter into an agreement with the
Company that:


 


3.1.1       he will not transfer, assign or dispose of any Shares subject
to an Award or any rights in respect of them before vesting except in the case
of the transmission of an Award on the death of a Participant to his personal
representatives; and


 


3.1.2       to the extent that the Award lapses under the Plan, the
Shares are forfeited and he will immediately transfer his interest in the
Shares, for no consideration or nominal consideration, to any person (which may
include the Company, where permitted) specified by the Company.


 


If the Participant does not sign the agreement and return it
to the Company within the period specified by the Company, his Award will lapse
and he will transfer his interest in any Shares held or transferred for the
purposes of the Award in the manner described in Rule 3.1.2.


 


3.2          Documents


 


Each Participant must sign any documentation, including a
power of attorney or blank stock transfer form, requested by the Company. If he
does not do so within a period specified by the Company, the Award will lapse
at the end of that period. The Company may retain the share certificates
relating to any Shares subject to an Award.


 


3.3          Tax and other
elections


 


The Participant must enter into any elections required by
the Company, including elections under Part 7 of the Income Tax (Earnings
and Pensions) Act 2003 and elections to transfer or agreements to pay national
insurance contributions. If he does not do so within a period specified by the
Company, the Award will lapse at the end of that period.


 


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3.4          Awards


 


When Awards are made, the Directors will allocate or procure
the allocation of Shares comprised in Awards to Eligible Employees such Shares
may be either registered in the name of the Participant or held on his behalf
in each case subject to the agreement referred to in Rule 3.1.


 


3.5          Rights


 


Except to the extent specified in the agreement with the
Participant referred to in rule 3.1 a Participant will have all rights of
a shareholder in respect of the Shares subject to an Award until the Award
lapses.


 


4              Individual
limits


 


No Award will be made to a person if it would cause the
total Market Value (taken at the date of the Award) of Shares subject to Awards
made to him under the Plan in the same financial year to exceed 100 per cent.
of the annual rate of his basic salary, unless the Directors determine, in
their absolute discretion, that exceptional circumstances apply. Where the
Directors so determine, the limit will be 200 per cent. of the annual rate of
his basic salary.


 


5              Plan limits


 


5.1          Meaning of
allocate


 


“Allocate” means
granting an option or other right to acquire unissued Shares, or if there is no
such grant, the issue and allotment of Shares.


 


5.2          10 per cent.
10 year limit


 


The number of Shares which may be allocated under the Plan
on any day must 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 Plan and
any other employee share plan operated by the Company.


 


5.3          5 per cent.
10 year limit


 


The number of Shares which may be allocated under the Plan
on any day must 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 Plan and
any other discretionary share plan adopted by the Company.


 


5.4          Exclusions


 


Where the right to acquire Shares is released or lapses
without being exercised, the Shares concerned are ignored when calculating the
limits in this Rule 5.


 


6              Variations in
capital and rights issues


 


6.1          Application
of Rule


 


This Rule applies 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


 


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there is a demerger or special dividend or any other
transaction which the Directors in their absolute discretion, determine may
affect Shares.


 


6.2          Consequences
for Awards


 


Subject to the agreement referred to in rule 3.1, a
Participant will have the same rights as any other shareholders in respect of
Shares subject to an Award and where there is a variation or other event of the
sort described in rule 6.1. Any shares, securities or rights allocated to
a Participant as a result of such an event shall be:


 


6.2.1       treated as if they were awarded to the Participant under the
Plan in the same way and at the same time as the Shares subject to the Award in
respect of which the rights were conferred; and


 


6.2.2       subject to the rules of the Plan and the terms of the
agreement referred to in Rule 3.1.


 


7              Vesting -
General Rules


 


7.1          Extent and timing
of vesting


 


As soon as practicable following the end of the Performance
Period (or any other time where the Rules state that the Performance
Condition should be applied) the Directors will determine:


 


7.1.1       whether and to what extent the Performance Condition has been
satisfied; and


 


7.1.2       the number of Shares (if any) which should vest in respect of
an Award.


 


7.2          Vesting of
Awards


 


On the determination of the Directors under Rule 7.1,
the agreement referred to in Rule 3.1 shall cease to apply to the Shares
subject to the Award to the extent that the Award vests.


 


To the extent that an Award does not vest it will lapse and
the Participant must transfer his interest in the Shares in accordance with the
terms of the agreement referred to in Rule 3.1.


 


8              Cessation of
Employment


 


8.1          Cessation of
Employment or Death within one year


 


If a Participant dies or ceases to be a director or an
employee of any Member of the Group before the end of the first year of the
Performance Period, his Award will lapse unless the Directors in their absolute
discretion determine otherwise.


 


8.2          Cessation of
Employment or Death after one year


 


8.2.1       Subject to Rule 8.2.3, if an Participant dies or ceases
to be a director or an employee of any Member of the Group on or after the end
of the first year of the Performance Period, his Award will vest in accordance
with Rule 7 (ie following the end of the Performance Period) to the extent
specified in Rule 8.2.2.


 


8.2.2       The extent to which an Award vests under Rule 8.2.1
shall be determined by applying the following formula:


 


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A x B


 


C


 


where:


 


A = the
number of Shares in respect of which the Award vests under the terms of the
Performance Condition;


 


B = the
number of complete months from the beginning of the Performance Period to the
date of cessation of employment or death; and


 


C = the
duration of the Performance Period expressed in months.


 


8.2.3       The Directors may decide in their absolute discretion that an
Award will not vest, or that an Award will vest to a greater or lesser extent
or that the Performance Condition shall be waived or modified.


 


8.3          Takeovers
within one year


 


8.3.1       Subject to Rule 8.10 and Rule 8.3.3, if a person
(or a group of persons acting in concert) obtains Control of the Company,
Awards will vest, to the extent that the Performance Condition has been
satisfied.


 


8.3.2       Subject to Rule 8.3.3, if someone becomes bound or
entitled to acquire Shares under Sections 428 to 430F of the Companies Act
1985, Awards will vest, to the extent that the Performance Condition has been
satisfied.


 


8.3.3       The extent to which an Award vests under Rule 8.2.1 and Rule 8.3.2
shall be determined by applying the following formula:


 


A x B


 


12


 


where:


 


A = the
number of Shares in respect of which the Award vests under the terms of the
Performance Condition; and


 


B = the
number of complete months from the beginning of the Performance Period to the
date of takeover.


 


8.3.4       The Directors may decide in their absolute discretion that an
Award will not vest, or that an Award will vest to a greater or lesser extent
or that the Performance Condition shall be waived or modified.


 


8.4          Takeovers
after one year


 


8.4.1       Subject to Rule 8.10, if a person (or a group of persons
acting in concert) obtains Control of the Company, Awards will vest, to the
extent that the Performance Condition has been satisfied.


 


8.4.2       If someone becomes bound or entitled to acquire Shares under
Sections 428 to 430F of the Companies Act 1985, Awards will vest, to the extent
that the Performance Condition has been satisfied.


 


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8.4.3       The Directors may decide in their absolute discretion that an
Award will not vest, or that an Award will vest to a greater or lesser extent
or that the Performance Condition shall be waived or modified.


 


8.5          Company
Reconstructions


 


Subject to Rule 8.10, if a court sanctions a compromise
or arrangement under Section 425 of the Companies Act 1985, Awards will
vest to the extent that the Performance Condition has been satisfied on the
court sanction.


 


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, Awards will vest to the extent that the
Performance Condition has been satisfied 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.


 


8.6.2       If the Company is wound-up by the court, Awards will vest,
irrespective of the satisfaction of any Performance Condition.


 


8.7          Administration


 


If an administration order is made in relation to the
Company, Awards will vest, to the extent that the Performance Condition is
satisfied.


 


8.8          Voluntary
Arrangement


 


If a voluntary arrangement is proposed in relation to the
Company under Part I of the Insolvency Act 1986, Awards will vest,
irrespective of the satisfaction of any Performance Condition.


 


8.9          Loss of
ownership


 


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


 


8.10        Compulsory
exchange


 


If, as a result of events specified in Rule 8.3
(Takeovers) or Rule 8.5 (Company reconstruction), a company (the “Acquiring Company”) obtains Control of the Company and:


 


8.10.1     the shareholders of the Acquiring Company, immediately after
it has obtained Control, are substantially the same as the shareholders of the
Company before then; or


 


8.10.2     the obtaining of Control is pursuant to a merger with the
Company; and


 


8.10.3     in the case of both Rule 8.10.1 and Rule 8.10.2,
before the change in Control occurs, the Company and the Acquiring Company
consent to the replacement of Awards under this Rule 8.10;


 


then Awards will not vest. Instead all Awards will be
replaced in accordance with Rule 9 (Exchange of Awards).


 


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8.11        Priority


 


If there is any conflict between any of the provisions of Rules 7
and 8, the provision which results in the earliest lapse of the Award, will
prevail.


 


9              Exchange Of
Awards


 


9.1          Application


 


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


 


9.1.1       obtains Control of the Company as a result of acquiring
Shares;


 


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;


 


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


 


9.1.4       Rule 8.10 applies.


 


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 make a Participant an equivalent new award in consideration of the
release of his Award.


 


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;


 


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 Participant is made a new award for release of his
old award as described in this Rule, then:


 


9.4.1       the new award will be treated as having been acquired at the
same time as the old Award and will vest in the same manner and at the same
time as the old Award;


 


9.4.2       the new award will be subject to the provisions of the Plan
as if it had effect in relation to the old Award immediately before the release
but Rule 11.2 will not apply. In addition, other changes may be made;


 


9.4.3       any Performance Condition will not apply, unless the
directors determine otherwise; and


 


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9.4.4       these Rules will be construed in relation to the new
award as if references to Shares were references to shares over which the new
award is granted and as if references to the Company were references to the
Acquiring Company.


 


9.5          Exchange of
Awards


 


Where an Award is exchanged under this rule, the Participant
will transfer the Shares subject to the original Award as directed by the
Company. The Company shall procure the transfer of the shares subject to the
new award as described in Rule 3.4 and the terms of the agreement
mentioned in Rule 3.1 will automatically apply to those shares.


 


9.6          Dividends and
Awards


 


Where Participants have waived dividends in respect of the
Shares comprised in an Award, then on vesting the Participant will be entitled
to a payment calculated as follows:


 


A x B


 


where


 


A = the sum of the gross dividends paid on Shares with
record dates falling between the Date of Award and the date on which the Award
vests.


 


B = the number of Shares in respect of which the Award
vests.


 


Such payment will be subject to Rule 10.10
(withholding).


 


10           General


 


10.1        Consents


 


All transfers allotment or issues 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 Participant will be
responsible for complying with any requirements to be fulfilled in order to
obtain or avoid the necessity for any such consent.


 


10.2        Articles of
Association


 


Any Shares acquired under an Award will be subject to the
Articles of Association of the Company from time to time in force. (Any ADSs
acquired shall, in addition, be subject to the terms of the deposit agreement
between the Company and the depository).


 


10.3        Notices


 


Any notice or other document which has to be given to an
Eligible Employee or Participant under or in connection with the Plan may be:


 


10.3.1     delivered or sent by post to him at his home address
according to the records of his employing company; or


 


10.3.2     delivered or sent by post to him at his work address
according to the records of his employing company; or


 


10.3.3     subject to the consent of the Directors, sent electronically
to any e-mail address which, according to the records of his employing company,
is used by him;


 


or in either case such other address which the Company
considers appropriate.


 


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Any notice or other document which has to be given to the
Company or its duly appointed agent under or in connection with the Plan may be
delivered or sent by post to it at its respective registered office (or such
other place as the Directors or duly appointed agent may from time to time
decide and notify to Participants) or, subject to the consent of the Directors,
sent electronically, in a form specified by the Directors, to any e-mail
address notified to the sender.


 


Notices sent by post will be deemed to have been given on
the earlier of the date of actual receipt and the second day after the date of
posting. However, notices sent by or to a Participant who is working overseas
will be deemed to have been given on the earlier of the date of actual receipt
and the seventh day after the date of posting.


 


Notices sent electronically, in the absence of evidence of
non-delivery, will be deemed to have been received on the day after sending.


 


10.4        Documents
sent to Shareholders


 


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


 


10.5        Availability
of Shares


 


The Company will procure that sufficient Shares are
available for transfer or issue for all Shares may be acquired in respect of
Awards.


 


10.6        Directors’
decisions final and binding


 


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


 


10.7        Regulations


 


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


 


10.8        Operation of
the Plan


 


10.8.1     Whether or not the Plan is operated is at the discretion of
the Directors, nothing in these Rules or the operation of the Plan will
form part of the contract of employment or employment relationship of a
Participant, employee or executive director or any other person (together, “Employees”).
The rights and obligations of an Employee are separate from, and are not affected
by, the Plan.


 


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


 


10.8.3     An Employee has no rights in respect of the operation of the
Plan or the exercise of any discretion or the taking of any decision which
relates to, or affects, the Plan. Any, and all, discretions and decisions
whatsoever in respect of, or which affect, the Plan may be exercised or taken
in a manner which is detrimental to the


 


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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 10.8.


 


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


 


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


 


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


 


(iii)          any loss or
reduction of any rights or expectation under the Plan 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 Plan (whether to the
detriment of the Employee or otherwise); and


 


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


 


10.8.5     Participation in the Plan 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 Plan, the Employee waives all and any
such rights.


 


10.8.6     Nothing in this Plan 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 Plan, 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.


 


10.8.7     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).


 


10.9        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 Plan, or enter into any guarantee or
indemnity for those purposes, to the extent permitted by Section 153 of
the Companies Act 1985.


 


10.10      Withholding


 


The Company, any employing company or the trustees of any
employee benefit trust or their agents 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 Awards granted to a Participant.
These arrangements may include the sale of any Shares on behalf of the
Participant, unless the Participant discharges the liability himself.


 


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11           Changing the
Plan and Termination


 


11.1        Directors’
powers


 


Except as described in the rest of this Rule 11 the
Directors may at any time change the Plan in any way.


 


11.2        Shareholder
approval


 


11.2.1     Except as described in Rule 11.2.2, the Company in
general meeting must approve in advance by ordinary resolution any proposed
change to the advantage of present or future Participants, which relates to the
following:


 


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


 


(ii)           the individual limit for each Participant under the Plan;


 


(iii)          any rights
attaching to Awards and the Shares;


 


(iv)          the rights of Participants 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;


 


(v)           the terms of this Rule 11.2.1.


 


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


 


(i)            to benefit the administration of the Plan;


 


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


 


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


 


11.3        Overseas
Employees


 


Notwithstanding any other provision of the Plan, the
Directors may amend or add to the provisions of the Plan and the terms of
Awards 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 Awards granted to such Eligible
Employees are not more favourable overall than the terms of Awards granted to
other Eligible Employees.


 


11.4        Data
protection


 


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


 


11.4.1     administering and maintaining Participant records;


 


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


 


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11.4.3     providing information to future purchasers of the Company or
the business in which the Participant works;


 


11.4.4     transferring information about the Participant to a country
or territory outside the European Economic Area.


 


11.5        Termination
of the Plan


 


The Plan will terminate on the 10th anniversary of the
adoption of the Plan by the Company, but Awards made before such termination
will continue to be valid and exercisable as described in these Rules.


 


12           Governing Law


 


English law governs the Plan and all Awards and their
construction.


 


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Schedule


 


Conditional Share Awards


 


The rules of the Allied Domecq PLC Performance Share
Plan 2005 will apply to awards made under this Schedule, subject to the
alterations set out below:


 


1              Definitions


 


“Award” means a
right to receive Shares granted to a Participant in accordance with the Plan.


 


2              Awards


 


Rules 3.1, 3.2 and 3.3 shall be deleted.


 


3              Making of Awards


 


Rule 3.4 shall be deleted and replaced with the
following wording:


 


“The Directors shall make an Award to Participants by
resolution”


 


4              Participant’s rights before vesting


 


Rule 3.5 shall be deleted and replaced with the
following wording:


 


“Before vesting the Participant has no rights to dividend,
voting or otherwise in respect of any Shares comprised in an Award and Rule 6.2
shall not apply.”


 


5              Variations in share capital and rights issues


 


Rule 6.2 shall be deleted and replaced with the
following:


 


“The Directors may vary the number of Shares comprised in an
Award”


 


6              Vesting


 


Rule 7.2 shall be deleted and replaced with the
following:


 


“As soon as reasonably practical after the determination
under 7.1 the Directors will issue or procure the transfer of the number of
Shares to the Participant or as he may direct in respect of which the Award
vests.


 


Shares issued on the vesting of an Award shall rank equally
in all respects with Shares in issue on the date of allotment. Where Shares are
to be transferred, including transfer out of treasury, Participants will be
entitled to all rights attaching to Shares by reference to a record date on or
after the date of transfer.”


 


7              Exchange of Awards


 


Rule 9.5 shall be deleted.


 


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8              Dividends and Awards


 


The first paragraph of Rule 9.6 shall be deleted and
shall be replaced with the following wording:


 


“On vesting the Participant will be entitled to a payment
calculated as follows:”


 


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