Exhibit 4.6


 





 


 


Rules of the Imperial Tobacco
Group

International Sharesave Plan


 


 


Imperial Tobacco Group PLC


 

















 


CONTENTS


 


	
  CLAUSE

  	
   

  	
  PAGE

  
	
  1.

  	
  DEFINITIONS

  	
   

  	
  1

  
	
  2.

  	
  COMMENCEMENT AND TITLE

  	
   

  	
  4

  
	
  3.

  	
  GRANT OF OPTION

  	
   

  	
  4

  
	
  4.

  	
  LIMITATIONS ON THE ISSUE OF
  SHARES

  	
   

  	
  6

  
	
  5.

  	
  EXERCISE PRICE

  	
   

  	
  6

  
	
  6.

  	
  ALTERATIONS OF SHARE CAPITAL

  	
   

  	
  7

  
	
  7.

  	
  EXERCISE OF OPTIONS

  	
   

  	
  7

  
	
  8.

  	
  LAPSE OF OPTION

  	
   

  	
  9

  
	
  9.

  	
  TAKEOVER AND LIQUIDATION

  	
   

  	
  10

  
	
  10.

  	
  ALLOTMENT AND LISTING

  	
   

  	
  11

  
	
  11.

  	
  EMPLOYMENT RIGHTS

  	
   

  	
  11

  
	
  12.

  	
  ADMINISTRATION OF THE PLAN

  	
   

  	
  12

  
	
  13.

  	
  TERMINATION OF THE PLAN

  	
   

  	
  13

  
	
  14.

  	
  GENERAL

  	
   

  	
  14

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 1

  	
   

  	
  15

  
	
  Special International Rules

  	
   

  	
  15

  
	
  Appendix 1

  	
   

  	
  16

  
	
  Appendix 2

  	
   

  	
  17

  
	
  Appendix 3

  	
   

  	
  18

  
	
  Appendix 4

  	
   

  	
  19

  
	
  Appendix 5

  	
   

  	
  23

  
	
  Appendix 6

  	
   

  	
  24

  
	
  Appendix 7

  	
   

  	
  27

  
	
  Appendix 8

  	
   

  	
  28

  
	
  Appendix 9

  	
   

  	
  29

  
	
  SCHEDULE 2

  	
   

  	
  33

  
	
  The Imperial
  Tobacco Group UK Sharesave Plan

  	
   

  	
  33

  
	
  SCHEDULE 3

  	
   

  	
  34

  
	
  The Imperial
  Tobacco Group Irish Sharesave Plan

  	
   

  	
  34

  
	
  SCHEDULE 4

  	
   

  	
  35

  
	
  Notional Awards

  	
   

  	
  35

  
	
  Appendix 1

  	
   

  	
  37

  
	
  Appendix 2

  	
   

  	
  38

  



 

















 


1.              DEFINITIONS


 


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


 


“Act” means the Income Tax (Earnings and Pensions) Act 2003;


 


“Adoption Date” means the date on which the Plan is adopted by
the Company in general meeting;


 


“ADS” means the American Depositary Shares, each representing two
Shares, evidenced by American Depositary Receipts, which may be issued by
Citibank, N.A., as depositary (the “Depositary”)
pursuant to the Amended and Restated Deposit Agreement, dated as of November 2,
1998, among the Company, the Depositary and all holders and beneficial owners
of American Depositary Shares thereunder;


 


“Application Period” means such period as the Board may, in its
discretion, determine but being a period not more than 60 days from an
Invitation Date (and, for the avoidance of doubt, the Board may apply different
Application Periods to Eligible Employees of Participating Companies in
different jurisdictions);


 


“Associated Company” means any company Controlling or under the
Control of the Company or which is Controlled by the same person or persons as
Control the Company;


 


“Auditors” means the auditors for the time being of the Company;


 


“Board” means the Board of Directors for the time being of the
Company (or the directors present at a duly convened meeting of such Board),
the Remuneration Committee of the Board or any other duly authorised committee
thereof;


 


“Commencement Date” means subject to the approval of the Plan by
shareholders in general meeting, such date as the Board shall, in its
discretion, determine;


 


“Companies Act 1985” means the Companies Act 1985 of England and
Wales;


 


“Company” means Imperial Tobacco Group PLC;


 


“Continuous Service” means the aggregate amount of service with:


 


(a)         any
Participating Company (including service with such company before it became a
Participating Company); and


 


(b)         any other
company which is or was a Subsidiary (including service with any such other
company before it became a Subsidiary);


 


provided that:


 


(i)          all such
service has been continuous; and


 


(ii)         in the case
of an employee 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, any such period of
absence shall be deemed to have formed part of such employee’s continuous
service;


 


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“Control” means the power of a person to secure:


 


(a)         by the
holding of shares or possession of voting power in or in relation to any
company; or


 


(b)         by virtue of
any powers conferred by the articles of association or other document
regulating any company,


 


that the affairs of any company are conducted in
accordance with the wishes of that person;


 


“Date of Grant” means the date on which the Grantor passes a
resolution to grant an Option under Rule 3.4 below;


 


“Eligible Employee” means 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 in
each case on or before the Invitation Date determine;


 


(b)         in the case only of a director holding a
salaried employment or office, usually works at least 25 hours per week
excluding time off permitted for meal breaks;


 


provided that:


 


(i)          at the
Invitation Date no notice of termination of such employment has been served by
either the employee concerned or his employing Participating Company and the
employee or director in question has not ceased to hold office or employment
with a Participating Company; and


 


(ii)         the Board may
also treat any other employee or director of a Participating Company, or worker
contracted to provide services on a temporary basis to a Participating Company,
who fails to fulfil the relevant criteria as an Eligible Employee;


 


“Employees’ Share Scheme” has the meaning given to it in section 743 of
the Companies Act 1985;


 


“Exercise Price” means the price per Share at which a
Participant may acquire Shares pursuant to the Plan (as determined in
accordance with Rule 5);


 


“Grantor” means either the Board or the Trustee;


 


“Group” means the Company and its Subsidiaries from time to time;


 


“Imperial Tobacco Group Sharesave Scheme” means the Imperial Tobacco Group Sharesave
Scheme adopted on 14 August 1996, as amended from time to time;


 


“Internal Reorganisation” means a compromise or arrangement or offer
(including the circumstances set out in Rule 9.2) which, in the reasonable
opinion of the Board, having regard to the shareholdings in the Company and any
acquiring company before and after the compromise or arrangement and/or the
consideration given for the acquisition of the Shares and/or any other matter
which it considers relevant, is in the nature of an internal reorganisation or
reconstruction of the Company;


 


“Invitation Date” means the date upon which invitations to apply
for Options are issued by the Board, being a date within 42 days after the
Commencement Date and thereafter within 28 days after the date of public
announcement of the annual or half-yearly results


 


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of the Group or at any other time at which the
board resolves that it is appropriate to grant options;


 


“Local Currency Equivalent” means in relation to an amount denominated in GB
pounds sterling, the equivalent value in the local currency of a Participant’s
country of employment (or such other currency as the Board may permit from time
to time under the Savings Plan) at such exchange rate as the Board shall in its
discretion designate on or before the Invitation Date;


 


“London Stock Exchange” means the London Stock Exchange plc or any
successor company or body carrying on the business of the London Stock Exchange
plc;


 


“Normal Repayment Date” means in relation to any Participant the first
day of the month following the date on which the Participant makes, or should
have made, the final specified contribution (as defined in Rule 3.3) to the
Savings Plan and for this purpose the starting date of the Savings Plan shall
be the first day of the month following that in which the first such specified
contribution is made to the Savings Plan;


 


“Option” means a right to acquire Shares, or ADSs, granted pursuant
to the Plan;


 


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


 


“Participating Company” means any member of the Group which the Board
has designated as such for the time being;


 


“Plan” means the Imperial Tobacco Group International Sharesave
Plan as amended from time to time;


 


“Relevant Multiple” means such number of monthly contributions to a
Savings Plan as the Board may, in its discretion, invite Eligible Employees to
make in connection with the grant of an Option under the Plan, and, where the
context admits or requires, the number of such contributions to which a
particular Participant shall have committed himself;


 


“Repayment” means in relation to a Savings Plan, the amount of the
contributions repayable and, where relevant, of any bonus and/or interest
payable under the Savings Plan;


 


“Rules” means these rules as from time to time amended in
accordance with their provisions by the Board or by the Company;


 


“Savings Plan” means any savings plan or arrangement which has been
approved by the Board in its absolute discretion for the purposes of the Plan;


 


“Schedule 3” means Schedule 3 to the Act;


 


“Share” means a fully paid ordinary share in the capital of the
Company;


 


“Specified Age” means 60;


 


“Subsidiary” means any company in relation to which the Company:


 


(a)         holds a majority of the voting rights; or


 


(b)         is a member and has the right to appoint or
remove a majority of its board of directors; or


 


(c)         is a member and controls alone, pursuant to an
agreement with other shareholders or members, a majority of the voting rights
in it;


 


3

















 


and includes any other company which is a
Subsidiary as defined above of a company which is itself a Subsidiary of the
Company;


 


“Subsisting Option” means an Option to the extent that it has
neither lapsed nor been exercised;


 


“Trustee” means 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 by 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 and shall include any
regulations or other subordinate legislation made under it.


 


2.              COMMENCEMENT AND TITLE


 


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


 


3.              GRANT OF OPTION


 


3.1            On or prior
to an Invitation Date the Board in its absolute discretion or the employer of
any Eligible Employee with the consent of the Board may decide to invite
applications for the grant of Options. Such invitations shall be issued in such
form as the Board or, where the Board has consented to invitations being made
by the employer of an Eligible Employee, the employer of an Eligible Employee
with the consent of the Board may prescribe from time to time including by way
of electronic communication.


 


3.2            Where
applications are invited, the Board shall determine whether or not invitations
shall be sent to all Eligible Employees (and, for the avoidance of doubt, the
Board may send or consent, in accordance with Rule 3.1, to the sending of
invitations to Eligible Employees of Participating Companies in one
jurisdiction but not to Eligible Employees of Participating Companies in other
jurisdictions) and any such invitations must state:


 


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


 


(b)         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 more than 60 days after the Invitation Date; and


 


(c)         the Relevant
Multiple or Multiples.


 


3.3            Applications
for Options under the Plan shall be in such form as the Board may prescribe
from time to time and each:


 


(a)         must be
accompanied by a duly completed application form to enter into a Savings Plan
under which the applicant will agree to make the Relevant Multiple of such
specified contributions being not less than £5 (or its Local Currency
Equivalent) per month or such other sum as the Board may in its discretion
determine nor (when aggregated with contributions made under any other
subsisting Savings Plan and/or under any other savings contract linked to the
Imperial Tobacco Group Sharesave Scheme) more than £250 (or its Local Currency
Equivalent) per month or such higher sum as may be permitted by statute for UK
Inland Revenue approved SAYE option schemes, from time to time at the
Invitation Date to secure on the Normal Repayment Date, as nearly as may be,
Repayments of an amount


 


4

















 


equal to that for which Shares may be acquired
under his Option if exercised in full; and


 


(b)         shall empower
the Board or any person authorised by it:


 


(i)          to amend the
amount of the specified contribution referred to in Rule 3.3(a) above to such
lesser sum as shall secure on the Normal Repayment 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 3.4
below;


 


(ii)         to deduct
from the Participant’s pay such contribution as shall be specified by the
Participant pursuant to Rule 3.3(a) above or as may be amended pursuant to Rule
3.3(b)(i) above and pay the same on behalf of the Participant in discharge of
the Participant’s obligations under the Savings Plan provided that where such
deductions are not permissible under the laws or regulations of the country of
employment of a Participant the Board may, in its discretion, require the
Participant to furnish to the Board such evidence in such form and manner as
may be acceptable to it of the payment of such contributions in accordance with
the Savings Plan as shall be specified by the Participant pursuant to Rule
3.3(a) or as may be amended pursuant to Rule 3.3(b)(i) above.


 


3.4            Within 60
days of the date pursuant to Rule 5.1(a) below by reference to which the
Exercise Price was determined (including the case where the number of Shares
over which an Option is to be granted is determined by Rule 3.4(a) below) and
subject to the limitations and conditions contained in the Plan, Options shall
by resolution of the Grantor be granted to each Eligible Employee who has made
a valid application in respect of that number of Shares as would have an
aggregate Exercise Price not exceeding the Relevant Multiple of the sterling
equivalent of the Eligible Employee’s proposed monthly contributions to the
Savings Plan as at the Invitation Date:


 


Save that:


 


(a)         the Board may
(but shall not be obliged to) make such adjustments to the number of Shares
placed under an Option as it may in its absolute discretion determine to be
appropriate taking into account the actual and anticipated rate of interest
applicable to the Eligible Employee’s Savings Plan contributions and the actual
and anticipated rate of exchange between the savings currency and sterling (if
savings are expected to be retained in a currency other than sterling) over the
period of the savings contract and such other factor or factors, if any, as the
Board may consider to be relevant; and


 


(b)         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
the monthly savings contribution chosen by each applicant under the Savings
Plan shall be reduced in such manner as the Board may, in its discretion,
determine (provided that all Eligible Employees shall be treated on a similar
basis without regard to differences among Eligible Employees in respect of
remuneration, length of service or any other factor) to the extent necessary so
as to reduce the aggregate number of Shares applied for to or as near to as
shall be practicable without exceeding the said limitation.


 


3.5            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 determined by
the Board.


 


5

















 


3.6            No Option
shall be capable of being transferred by a Participant.


 


3.7            No Option
shall be granted more than ten years after the Adoption Date.


 


3.8            The reference
in Rule 3.4 above to the sterling equivalent of any amount means the sterling
equivalent determined by the Board by reference to such published rate of
exchange between GB pounds sterling and the relevant currency as may be
available to the Board on or about the Invitation Date and which the Board
determines in its discretion to be appropriate.


 


3.9            The Board may
(but shall not be obliged to) invite those Participants whose contributions to
a Savings Plan are made in a local currency to adjust the rate at which they
contribute to the Savings Plan at any time and from time to time during the
life of that Savings Plan if the Board considers that it may be in the
interests of those Participants to do so in the light of relative rates of
exchange, interest rates or any other factor. No Participant shall be obliged
to adjust the rate of contribution should the opportunity to do so be offered.


 


3.10          Where an
Eligible Employee does not receive an application for Options and/or any other
information connected with any such application as a result of an accidental
act or omission on the part of the Board or any person authorised by it in
relation to the issue and/or distribution of such documents, that shall not
affect the validity of any other matters pertaining to the Plan.


 


3.11          For the
purposes of Rules 3.1 and 3.2 above, an invitation shall be sufficiently given
if delivered to an Eligible Employee personally or sent to him at his place of
work by electronic mail or facsimile transmission or sent by prepaid post
addressed to the Eligible Employee at his address last known to the Company
(including any address supplied by the relevant Participating Company or any
Subsidiary as being his address) or sent through the Company’s internal postal
service and such application made pursuant to an invitation shall be
sufficiently given if returned to the Company or its duly appointed agent in
person or sent by electronic mail or facsimile transmission to the Company or
its duly appointed agent or sent by prepaid post addressed to the Company or
returned to the Company through the Company’s internal postal service duly
completed by the Eligible Employee on or before such date as shall be specified
in the invitation but in any event no application shall be duly received until
the original signed application is actually received by the Company or its duly
appointed agent prior to the expiry of the Application Period (unless the
Company directs otherwise).


 


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 aggregate
number of Shares (including Shares represented by ADSs) acquired or which may
be acquired during the ten years preceding such Date of Grant under the Plan
and all other Employees’ Share Schemes established by the Company would exceed
ten per cent. of the issued ordinary share capital of the Company on that Date
of Grant; or


 


(b)         the aggregate
number of Shares (including Shares represented by ADSs) acquired or which may
be acquired during the preceding five years under the Plan and all other
Employees’ Share Schemes would exceed five per cent. of the issued ordinary
share capital of the Company on that Date of Grant;


 


provided that, for the avoidance of doubt,
Shares (including Shares represented by ADSs) which shall have been the subject
of grants which lapse shall not be taken into account for the purposes of this
Rule 4.


 


6

















 


5.              EXERCISE PRICE


 


5.1            Subject to
Rule 6 below, the Exercise Price shall be such amount expressed in GB pounds
sterling (or in such other currency or currencies as the Board shall specify)
in the case of Options for Shares as the Board shall determine being an amount
not less than the greater of:


 


(a)         subject to
Rule 5.2 below, 80 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


 


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


 


5.2            For the
purposes of an Option granted at any time at which there shall be no dealings
in the Shares, the Exercise Price shall be not less than 80 per cent. of such
sum as may be determined by the Board to be the market value of a Share at that
time.


 


5.3            For the
avoidance of doubt, the Board may set a different Exercise Price for Eligible
Employees of Participating Companies in one jurisdiction from those of another
jurisdiction notwithstanding that invitations may be sent out to all such
Eligible Employees on the same Invitation Date, but any such Exercise Price
must fulfil the requirements of Rule 5.1 above.


 


6.              ALTERATIONS OF SHARE CAPITAL


 


In the event of:


 


(a)         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;


 


(b)         the Company
paying a capital dividend;


 


(c)         a demerger of
any company within, or business owned by, the Group; or


 


(d)         in any other
circumstances similarly affecting Options granted under the Plan;


 


then the number of Shares subject to any
Subsisting Option, the Exercise Price and, where an Option has been exercised
but, as at the date of the variation of capital referred to above, no Shares
have been allotted or transferred pursuant to such exercise, the number of Shares
which may be so allotted or transferred and the price at which they may be
acquired, 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:


 


(i)          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, in
their opinion, fair and reasonable; and


 


(ii)         the Exercise
Price of an Option to subscribe for Shares shall not be adjusted below the
nominal value of a Share unless:


 


(A)        the Board is
authorised to capitalise from the reserves of the Company a sum equal to the
amount by which the nominal value of the Shares subject to the Option exceeds
the aggregate adjusted Exercise Price; and


 


(B)         the Board
shall resolve to capitalise and apply such sum on exercise of that Option.


 


7

















 


7.              EXERCISE OF OPTIONS


 


7.1            The extent to
which an Option may be exercised shall be:


 


(a)         where exercise
takes place on or after the Normal Repayment Date related to the Option, in
full or at the Board’s discretion, in part; and


 


(b)         where
exercise takes place earlier than the Normal Repayment Date related to the
Option (the “Early Exercise Date”), in respect
of such number of shares as may be acquired with the number of specified
contributions (plus any interest accrued under the Savings Plan) which shall
have been made on or before such Early Exercise Date, subject to the maximum
number of Shares under Option.


 


7.2            An Option
shall be exercisable during the period mentioned in Rule 7.4 below in respect
of all or some of the Shares over which it was granted by the Participant
delivering to the Secretary of the Company at its registered office (or
otherwise as may be notified to Participants from time to time) a written
notice in the form prescribed by the Board from time to time 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 or the Trustee (acting as agent of the Company) of such notice and
payment.


 


7.3            It is a
condition of the exercise of an Option under the Plan that the Participant
shall withdraw all sums due by way of Repayment under the Savings Plan 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 Plan is less than the
amount required to pay for all the Shares in respect of which it may be
exercised pursuant to Rule 7.1 above the Participant may add to the Repayment
up to a maximum of such sum as shall be necessary to pay for all such Shares.
If the Repayment shall exceed the amount required to exercise the Option to the
extent possible (or to the extent to which it is in fact exercised, if lower)
such excess shall be paid to the Participant provided that if the excess is
less than the Exercise Price per Share or such lower sum as the Board may
determine such excess may be donated to such charity or charities as the Board
may in its discretion determine.


 


7.4            Save as
otherwise provided, an Option may not be exercised until the Normal Repayment
Date. Subject only to the provisions of Rule 7.7 below, no Option may be
exercised later than six months after the Normal Repayment Date.


 


7.5            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 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 Group
company; or


 


(c)         his leaving
service at any time other than at a time specified in sub-paragraph (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 Normal Repayment Date shall not have occurred.


 


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7.6            For the
purposes of Rule 7.5 above and Rule 9 below (but for no other purpose):


 


(a)         a Participant
shall not be regarded as having ceased to hold office or employment by reason
of:


 


(i)          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


 


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


 


(b)         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.


 


7.7            In the event
of the death of a Participant prior to the Normal Repayment 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
Normal Repayment Date has not occurred and in the event of the death of a
Participant within six months commencing on the Normal Repayment Date his
personal representatives may exercise the Option at any time within twelve
months commencing on the Normal Repayment Date.


 


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


 


7.9            If an Option
becomes exercisable under any provision of the Plan before the Normal Repayment
Date it shall be exercisable only to the extent permitted by Rules 7.1 and 7.3
above. The Repayment made under the Savings Plan entered into on the grant of
an Option shall exclude any contributions made direct by the Participant except
to the extent that such are made pursuant to any special arrangements relating
to absence from employment or to the extent permitted by the Board. For the avoidance
of doubt, any Repayment under the Savings Plan shall exclude the Repayment of
any contributions made in advance under the Savings Plan the due date for
payment of which falls or would have fallen more than one month after the date
on which Repayment is made.


 


7.10          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 OPTION


 


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 above
and Rule 9 below, whichever shall first occur;


 


(b)         if the
Participant omits seven or more times to make a monthly payment due under his
Savings Plan or gives notice under the Savings Plan requiring Repayment before
the Normal Repayment 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 Rules 7.5 or 7.7 above or in the circumstances of Rules 7.8 above
or Rule 9 below; or


 


9

















 


(c)         if the
Participant makes payments to a bank account under his own control and fails to
provide evidence as specified by the Board that all contributions have been
made to, and no withdrawals have been made from, the account.


 


9.              TAKEOVER AND LIQUIDATION


 


9.1            If any person
obtains Control of the Company as a result of making:


 


(a)         a general
offer to acquire the whole of the issued share capital of the Company (not
otherwise held or contracted to be acquired by the offeror) which is made on a
condition such that if it is satisfied the person making the offer will have
Control of the Company; or


 


(b)         a general
offer to acquire all the shares in the Company which are of the same class as
the Shares (including the Shares represented by ADSs);


 


then any Subsisting Option may 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.


 


9.2            If under
section 425 of the Companies Act 1985 the Court sanctions a compromise or
arrangement scheme which leads to a third party obtaining the ultimate control
of the Company, any Subsisting Option may be exercised within six months of the
Court sanctioning the compromise or arrangement provided that this Rule 9.2
shall not apply in the circumstances of an Internal Reorganisation, unless the
Acquiring Company fails to make an offer to Participants to release Subsisting
Options in accordance with Rule 9.4 below within one week of the Court’s
sanction under this Rule and in which case this Rule shall apply as if the
Court had sanctioned the scheme on the day following the end of the period of
one week mentioned above.


 


9.3            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 be exercised at any
time when that person remains so bound or entitled.


 


9.4            If as a
result of the events specified in Rules 9.1 or 9.2 above a company has obtained
Control of the Company, or if a company has become bound or entitled as
mentioned in Rule 9.3 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:


 


(a)         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;


 


(b)         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 5.1(a) above as at
the date of release of the Option and grant of the New Option;


 


(c)         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


 


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


 


10

















 


AND the New Option shall, for all other purposes
of this Plan, 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 Rules 6, 7.1, 7.2 and 7.3, this Rule 9 and
Rule 10 of this Plan 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.


 


9.5            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.


 


9.6            For the
purposes of this Rule 9 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.


 


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


 


9.8            Any Option
shall lapse if:


 


(a)         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


 


(b)         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 Rule 9.4 above.


 


10.            ALLOTMENT AND LISTING


 


10.1          Subject to
receipt of the appropriate remittance and notice of exercise, Shares to be
acquired pursuant to the exercise of an Option will be allotted or transferred
not later than 45 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.


 


10.2          If the Shares
are listed on the London Stock Exchange at the date of allotment of any Shares
pursuant to the Plan the Company will apply to 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 consider
appropriate.


 


11.            EMPLOYMENT RIGHTS


 


11.1          This Plan
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 Plan or any right
which he may have to participate therein.


 


11.2          Participation
in the Plan shall be on the express condition that:


 


(a)         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 damages;


 


(b)         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


 


11

















 


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 Plan
howsoever arising but for such termination; and


 


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


 


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


 


11.4          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 Plan 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 Plan 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 Plan or any Option
or Participant.


 


11.5          By accepting
the grant of an Option under the Plan, the Eligible Employee shall authorise and
consent to the collection, processing, transfer (including to countries outside
the European Economic Area) and retention of his personal data for use in
connection with the operation and implementation of the Plan by the Company,
any Member of the Group, the Trustee and/or any third party as may be retained
by the Board from time to time to administer the Plan.


 


12.            ADMINISTRATION OF THE PLAN


 


12.1          The Board may
make and vary such regulations (not being inconsistent with the Plan) as it
thinks fit for the administration and implementation of the Plan. The Board’s
decision on any matter concerning the Plan or its interpretation (including the
rectification of errors or mistakes of procedure or otherwise) (other than a
matter to be certified by the Auditors) shall be final and binding. In any
matter in which they are required to act hereunder, the Auditors shall be
deemed to be acting as experts and not as arbitrators and their decision shall
be binding and final.


 


12.2          The Board
shall be entitled by resolution to amend all or any of the provisions of the
Plan as the Board thinks fit except that no alteration shall be made:


 


(a)         to the
advantage of Participants to any of the provisions of the Plan relating to:


 


(i)          eligibility;


 


(ii)         the
limitations on the number or amount of Shares, cash or other benefits subject
to the Plan;


 


(iii)        the maximum
entitlement of any one Participant;


 


(iv)        the basis for
determining a Participant’s entitlement to, and the terms of, Shares, cash or
other benefits to be provided under the Plan and for the adjustment thereof (if
any) in the event of a capitalisation issue, rights issue or open offer,
sub-division or consolidation of Shares or reduction of capital or any other
variation of capital;


 


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


 


12

















 


(b)         to any rights
already accrued to any Participant which would be to the disadvantage of such
Participant, without the prior consent of the majority of the affected
Participants first having been obtained.


 


12.3          Written
notice of any alteration made in accordance with Rule 12.2 above shall be given
to all Participants.


 


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


 


12.5          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.


 


12.6          Unless
otherwise provided in these Rules, any notice or other communication under or
in connection with the Plan may be given:


 


(a)         by the
Company to an Eligible Employee or Participant either personally or sent to him
at his place of work by electronic mail or by post addressed to the address
last known to the Company (including any address supplied by the relevant
Participating Company or any Subsidiary) or sent through the Company’s internal
postal service; and


 


(b)         to the
Company either personally or by post to the Company Secretary (or its duly
appointed agent).


 


Items sent by post shall be pre-paid and shall
be entirely at the Eligible Employee’s risk. Any notice or other communication
to the Company shall not be deemed to have been duly received until it is
actually received by the Company or its duly appointed agent (unless the
Company directs otherwise).


 


12.7          The Company
shall bear the costs of setting up and administering the Plan. However, the
Company may require any Participating Company to reimburse the Company for any
costs borne by the Company directly or indirectly in respect of such
Participating Company’s officers or employees.


 


12.8          The Company
shall maintain all necessary books of account and records relating to the
Scheme.


 


12.9          The Board
shall be entitled to authorise any person to execute on behalf of a
Participant, at the request of the Participant, any document relating to the
Plan, in so far as such document is required to be executed pursuant hereto.


 


12.10        If any Option
certificate shall be worn out, defaced or lost, it may be replaced on such
evidence being provided as the Board may require.


 


12.11        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.


 


12.12        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 Plan in such
manner as the Board may consider necessary or desirable in order to comply
with, take advantage of, or otherwise in connection with any taxation, legal,
regulatory or other rule, law, guideline, regulation or other provision of or
prevailing in any jurisdiction in which this Plan is or is intended to be
operated provided that no such amendment shall be made to the advantage of
Participants save as specified in Rule 12.2(a) above without the prior approval
of the Company in general meeting.


 


13

















 


13.            TERMINATION OF THE PLAN


 


The Plan 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 Adoption Date and on such termination no further
Options shall be granted, but the subsisting rights of Participants shall not
be affected by such termination.


 


14.            GENERAL


 


14.1          Any
Participating Company may provide money to the Trustee or any other person
authorised by the Board 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 not prohibited by section 151 of the Companies Act
1985.


 


14.2          The Plan
shall be subject to, governed and construed in accordance with English law and
for the avoidance of doubt, notwithstanding any translation of the Plan rules,
the English version of the Plan rules shall prevail at all times.


 


14.3          The Company,
the Trustee or any person which is or was a Participant’s employer may withhold
any amount and make any arrangements it considers necessary to meet any
liability of the Participant to taxation or social security contributions in
connection with the benefits delivered under the Plan. These arrangements may
include the sale on behalf of the Participant of any Shares acquired by a
Participant under the Plan. It is a condition of the exercise of any Option
that the Participant agrees to any withholding or other arrangement (including,
for the avoidance of doubt, any sale of Shares on behalf of the Participant) in
accordance with this Rule 14.3.


 


14

















 


SCHEDULE 1


 


Special
International Rules


 


The Rules of the Plan apply with and subject to the
following amendments and provisions which have been adopted by the Board
pursuant to Rule 12.7 for the purposes of the operation of the Plan in the
jurisdictions specified below:


 


Australia
(Appendix 1)


 


Bosnia
(Appendix 2)


 


Czech
Republic (Appendix 3)


 


France
(Appendix 4)


 


Germany
(Appendix 5)


 


Italy
(Appendix 6)


 


Netherlands
(Appendix 7)


 


New Zealand
(Appendix 8)


 


United States
(Appendix 9)


 


The Rules of the Plan apply in the jurisdictions specified
below:


 


Greece


 


Hong Kong


 


Hungary


 


Kyrgyz
Republic


 


Russia


 


Singapore


 


Slovakia


 


Slovenia


 


Spain


 


Taiwan


 


Turkey


 


United Arab
Emirates


 


15

















 


Appendix 1


 


IMPERIAL TOBACCO GROUP INTERNATIONAL
SHARESAVE PLAN


 


APPENDIX FOR AUSTRALIA


 


The purpose of this appendix is to specify the
terms and conditions under which the Plan is to be modified in its application
to any Option granted or to be granted to a person resident for tax purposes in
Australia.


 


Words or phrases defined in the Plan shall bear
the same meaning in this Appendix 1 except as otherwise provided.


 


Rule 1


 




	
  “Specified
  Age”

  	
   

  	
  in Rule 1
  shall be deleted.

  
	
   

  	
   

  	
   

  
	
  Rule
  7.5(a)

  	
   

  	
  delete the
  words “on reaching Specified Age or such other age at which he is bound to
  retire in accordance with the terms of his employment”.

  
	
   

  	
   

  	
   

  
	
  Rule 7.8

  	
   

  	
  shall be
  deleted and Rules 7.9 and 7.10 and any references thereto shall be
  re-numbered accordingly.

  






 


Any grant made pursuant to Rule 3 of the Plan
shall, notwithstanding anything to the contrary contained in the Plan, be a
grant of that number of Options, each being an option to acquire one Share, as
may be determined by the Board and any reference in the Plan to ‘an Option’
shall, where the context requires, be deemed to be a reference to such Options
and so that:


 


(a)         the number of
such Options shall, for the purposes of Rule 3.4, be that number as would have
an aggregate Exercise Price not exceeding the Relevant Multiples of the
sterling equivalent of the Eligible Employee’s proposed monthly contributions
to the Savings Plan as at the invitation date;


 


(b)         if any
adjustment is to be made by the Board pursuant to Rule 6 of the Plan, the Board
may, in its discretion, cancel any subsisting Options granted to any relevant
employee (whereupon any such Options shall lapse), may amend the price at which
any Subsisting Option may be exercised or may arrange for the grant to any
Participant of additional Options on such terms as to maturity and exercise
price as the Board shall determine, subject always to the proviso in Rule 6;


 


(c)         for the
purposes of Rule 7.2 of the Plan, all or some of the Options may be exercised
by the Participant on the terms set out in that Rule 7.2;


 


(d)         Rule 7.10 of
the Plan shall be deleted and replaced with the following:


 


“7.10        An Option shall be exhausted and automatically cancelled
immediately after any of the Options are first exercised notwithstanding that
all Options granted shall not have been exercised.”; and


 


(e)         subject
always to the conditions in Rule 9.4, any grant of a New Option for the
purposes of Rule 9.4 of the Plan shall also be deemed to be a grant of such
number of New Options as shall give the employees a right to acquire the total
number of shares in the Acquiring Company calculated in accordance with
paragraph (b) of that Rule. Any references to a new Option in that Rule 9.4
shall be deemed to be a reference to the New Options.


 


16

















 


Appendix 2


 


IMPERIAL TOBACCO GROUP INTERNATIONAL
SHARESAVE PLAN


 


APPENDIX FOR BOSNIA


 


The purpose of this appendix is to specify the
terms and conditions under which the Plan is to be modified in its application
to any Option granted or to be granted to a person resident for tax purposes in
Bosnia.


 


Words or phrases defined in the Plan shall bear
the same meaning in this Appendix 2 except as otherwise provided


 


Rule 1


 


	
  “Specified Age”

  	
   

  	
  shall be amended by deleting “60” and
  replacing it with “65 years and 20 years of paying social security and
  pension contributions (the “insurance record”)
  or 40 years of insurance record regardless of the age, unless otherwise
  agreed between the Participant and his employer;”

  



 


17

















 


Appendix 3


 


IMPERIAL TOBACCO GROUP INTERNATIONAL
SHARESAVE PLAN


 


APPENDIX FOR CZECH REPUBLIC


 


The purpose of this appendix is to specify the
terms and conditions under which the Plan is to be modified in its application
to any Option granted or to be granted to a person resident for tax purposes in
the Czech Republic.


 


Words or phrases defined in the Plan shall bear
the same meaning in this Appendix 3 except as otherwise provided.


 


	
  Rule 3.3(b)

  	
   

  	
  this rule shall be deleted and replaced with

   

  “shall
  include an undertaking of the Participant to execute an agreement with his/her
  employer on deductions from such Participant’s salary (“Agreement
  on Deductions”) subject to the confirmation of the eligibility of
  the Participant by the employer. The Agreement on Deductions shall further
  include a joint obligation of the contracting parties to conclude an
  amendment to the Agreement on Deductions in the event of any of the
  circumstances specified in Rule 3.4. In particular, 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 3.4, the parties shall be required under
  this provision to conclude an amendment regarding reduction of the amount of
  regular monthly deductions from salary without undue delay of their
  notification in writing by the Company that such reduction has been approved
  by the Board.”

  



 


18
















 


Appendix 4


 


IMPERIAL TOBACCO GROUP INTERNATIONAL
SHARESAVE PLAN


 


APPENDIX FOR FRANCE


 


The purpose of this appendix is to specify the
terms and conditions under which the Plan is to be modified so as to conform
with articles L225-177 to L225-186 of the French Code de Commerce as amended
(the “Code”) and an administrative
regulation (the “Instruction”) dated 6 May 1988,
reference N-3-88 and various articles of the French Tax Code, to the extent
required under French law in order to: (i) ensure that Options may be granted
to Eligible Employees who are French residents for tax purposes (“French Eligible Employees”) under the Plan; and (ii) obtain
the most favourable tax and social security treatment of the Plan available
under French law from the perspective of the Group and any French Eligible
Employee.


 


Words or phrases defined in the Plan shall bear
the same meaning in this Appendix 4 except as otherwise provided.


 


Rule 1


 


	
  “Eligible Employee”

  



  	
   

  	
  Sub-paragraph (ii) shall be deleted and replaced with the
  following:

   

  “and the
  employee does not own on the relevant Date of Grant more than ten per cent.
  of the share capital of the Company”;

  
	
   

  	
   

  	
   

  
	
  “Participant”

  	
   

  	
  shall be amended by deleting the words “personal
  representatives” and replacing them with the words “héritiers (heirs)”;

  
	
   

  	
   

  	
   

  
	
  “Specified Age”

  	
   

  	
  shall be deleted;

  
	
   

  	
   

  	
   

  
	
  “Subsidiary”

  	
   

  	
  the following paragraph shall be added to this definition;

   

  “Furthermore,
  a French company will only be deemed to be a subsidiary if, in addition to
  the conditions set out above, it is a company in which the Company holds
  directly or indirectly, at least ten per cent. of the share capital and/or
  voting rights”;

  
	
   

  	
   

  	
   

  
	
  Rule 3.4

  	
   

  	
  shall be amended by deleting the words “60 days of the
  date pursuant to Rule 5.1(a) below by reference to which the Exercise Price
  was determined” and replacing them with the words “Within 60 days of the
  dealing day immediately preceding the Invitation Date”;

  
	
   

  	
   

  	
   

  
	
  Rule 3.7

  	
   

  	
  shall be amended to read:

   

  “No Option
  will be granted more than 38 months after the Adoption Date. No Option will
  be granted (i) during the period of 20 dealing days on the London Stock
  Exchange immediately following the payment of any cash dividend or stock
  dividend or the record date for any such dividend, (ii) during the ten
  dealing days on the London Stock Exchange both preceding and following the
  date on which the consolidated accounts of the Company (or if consolidated
  accounts are not drawn up, the annual accounts) are made public, and (iii)
  during the period elapsing between the date on which the corporate bodies of
  the Company are made aware of information which, if made public, could have a
  significant impact on the market price of the shares of the Company, and the
  date which is ten dealing days after the date on which such information is
  made public.”;

  



 


19

















 


	
  Rule 5.1(a)

  	
   

  	
  shall be deleted and replaced with the following wording:

   

  “subject to
  Rule 5.2, 80 per cent. of the average middle market quotation per Share as
  derived from the Daily Official List of the London Stock Exchange for the 20
  dealing days immediately preceding the Date of Grant.”; and

  
	
   

  	
   

  	
   

  
	
  Rule 5.2

  	
   

  	
  shall be deleted and replaced with the following wording:

   

  “For the
  purposes of an Option granted at any time at which there shall be no dealings
  in the Shares, the Exercise Price shall be not less than such sum as may be
  determined by the Board, in accordance with the valuation rules set forth in
  article L225-177 of the Code, to be the market value of a Share on the Date
  of Grant.”;

  
	
   

  	
   

  	
   

  
	
  Rule 6

  	
   

  	
  shall be deleted and replaced with the following wording:

   

  “In
  principle the Exercise Price shall not be modified during the life of the
  Option. However, in the event of any alteration in the issued share capital
  of the Company (whether by way of capitalisation of profits or reserves or
  any sub-division or reduction of capital, or any other operation envisaged by
  article L225-181 of the Code), 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 deem appropriate in
  order to comply with article L225-181.”;

  
	
   

  	
   

  	
   

  
	
  Rule 7.5

  	
   

  	
  shall be deleted and replaced with the following:

   

  “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 any of the following
  circumstances:

   

  (a)   redundancy (licenciement pour motif économique);

   

  (b)   his being required by his employer to take retirement
  (mise à la retraite), or his taking retirement, in both cases, in
  circumstances where he is entitled to a full pension (retraite à taux plein)
  and has reached an age at which he is entitled to exercise his pension rights
  (l’âge d’ouverture des droits à la retraite);

   

  (c)   invalidity corresponding to the second or third category
  specified in article L341-4 of the Code de la Sécurité Sociale;

   

  (d)   his office or employment being either 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 Group
  company;

   

  (e)   his leaving service for any reason other than specified in
  sub-paragraph (a) to (d), at a time not earlier than three years from the
  Date of Grant.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In cases of
  (a), (b), (c), (d) and (e), the Option may be exercised at any time during
  the period of six months from the date on which the Participant ceases to be
  an employee or director of any member of the Group notwithstanding that the
  Normal Repayment

  



 


20

















 


	
   

  	
   

  	
  Date shall
  not have occurred.

  
	
   

  	
   

  	
   

  
	
  Rule 7.7

  	
   

  	
  shall be amended to read as follows:

   

  “In the
  event of the death of a Participant, the Option may be exercised by his heirs
  (héritiers) at any time during the period of six months commencing on the
  date of his death (but not later) and the relevant héritiers (heirs) shall be
  entitled to do so notwithstanding that the Normal Repayment Date has not
  occurred. For the avoidance of doubt, in the event of the death of the
  Participant prior to the Normal Repayment Date the provisions of Rule 7.1(b)
  above shall apply”;

  
	
   

  	
   

  	
   

  
	
  Rule 7.8

  	
   

  	
  shall be deleted in its entirety;

  
	
   

  	
   

  	
   

  
	
  Rule 8(b)

  	
   

  	
  shall be amended by deleting the reference to “Rule 7.8
  above” in the final line;

  
	
   

  	
   

  	
   

  
	
  Rule 9

  	
   

  	
  shall be deleted in its entirety and replaced with the
  following:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “9.   Takeover
  and Liquidation

   

  9.1   In the event of:

   

  (a)           a change of Control of the Company in
  accordance with Rule 9.2;

   

  (b)           the Court sanctioning a compromise or
  arrangement, scheme under section 425 Companies Act 1985;

   

  (c)           a person becoming bound or entitled to acquire
  Shares pursuant to sections 428-430 of the Companies Act 1985;

   

  (d)           the passing of a resolution for the voluntary
  winding up of the Company;

   

  (e)           an appropriate offer or proposal shall be made
  to the French resident Participants in respect of any Subsisting Options.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  9.2   A person obtains control of the Company as a result of
  making:

   

  (a)           a general offer to acquire the whole of the
  issued share capital of the Company (not otherwise held or contracted to be
  acquired by the offeror) which is made on the condition such that if it is
  satisfied the person making the offer will have the Control of the Company;
  or

   

  (b)           a general offer to acquire all the shares in
  the Company which are of the same class as the Shares (including the Shares
  represented by the ADS).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  9.3   For the purposes of this Rule 9 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.”;

  



 


21

















 


	
  Rule 12

  	
   

  	
  Rule 12.2(b) shall be amended to read as follows:

   

  “to any rights already accrued to any Participant which
  would be to the disadvantage of such Participant, without prior consent of
  such Participant.”

   

  The following wording shall be added to the end of this
  Rule:

   

  “12.13     In order to ensure the most favourable treatment for the
  Group (as a first priority) and for the French Eligible Employees (as a
  second priority) in terms of taxes, social security charges and all similar
  duties whatsoever, under French law from time to time in force, the Board
  may, in accordance with article L225-177 of the Code, impose an interdiction
  de revente immédiate (“Compulsory Holding Period”) during which the Shares
  acquired on exercise of any Option may not be sold by the French Eligible
  Employee (except in circumstances where such sale will not undermine a favourable
  regime otherwise applying, including for example those circumstances
  specified in article 91 ter of Annexe II of the Tax Code). The Compulsory
  Holding Period may in no circumstances exceed three years from the date of
  exercise of the relevant Option.

   

  Furthermore,
  the Board may require the French Eligible Employees to expressly undertake to
  respect a Compulsory Holding Period, and, in the event of breach of this
  undertaking, to indemnify their French employing company and any member of
  the Imperial Tobacco Group in respect of all charges, expenses or liability
  of any nature whatsoever incurred by such entities as a result of such
  breach.”

  
	
   

  	
   

  	
   

  
	
  Rule 13

  	
   

  	
  The following words shall be added to this Rule:

   

  “Furthermore,
  no further Options will be granted by the Board more than 38 months after the
  Adoption Date unless authorisation is given by the Company in general meeting
  for the Board to do so. Such authorisation may be granted for a further
  period of up to 38 months.”;

  
	
   

  	
   

  	
   

  
	
  Rule 14.2

  	
   

  	
  The following wording shall be added to this Rule:

   

  “, although for the purposes of Options granted to French
  Eligible Employees, the terms and conditions of the Plan shall be interpreted
  in accordance with French law, where necessary in order to ensure compliance
  with the Code, the Instruction and the relevant articles of the Tax Code, to
  the extent required under French law in order to ensure the most favourable
  tax treatment of the Plan from the perspective of the Group, as a first
  priority, and the French Eligible Employees, as a second priority.”

  



 


22

















 


Appendix 5


 


IMPERIAL TOBACCO GROUP INTERNATIONAL
SHARESAVE PLAN


 


APPENDIX FOR GERMANY


 


The purpose of this appendix is to specify the
terms and conditions under which the Plan is to be modified in its application
to any Option granted or to be granted to a person resident for tax purposes in
Germany.


 


Words or phrases defined in the Plan shall bear
the same meaning in this Appendix 5 except as otherwise provided.


 


Rule 1


 


	
  “Specified Age” 

  	
  shall be deleted.

  
	
   

  	
   

  
	
  Rule 7.5(a) 

  	
  delete the words “on reaching Specified Age or such other
  age at which he is bound to retire in accordance with the terms of his
  employment”.

  
	
   

  	
   

  
	
  Rule 7.8 

  	
  shall be deleted and Rules 7.9 and 7.10 and any references
  thereto shall be re-numbered accordingly.

  



 


23

















 


Appendix 6


 


IMPERIAL TOBACCO GROUP INTERNATIONAL
SHARESAVE PLAN


 


APPENDIX FOR ITALY


 


The purpose of this appendix is to specify the
terms and conditions under which the Plan is to be modified as to conform with
the provisions of the Italian Civil Code and to various provisions of the
Presidential Decree 22 December 1986, no. 917 (the Italian Consolidated Tax Act
“ICTA”) in order to obtain the most
favourable tax treatment of the Plan available under Italian law from the
perspective of the Group and any Italian Eligible Employee


 


Words or phrases defined in the Plan shall bear
the same meaning in this Appendix 6 except as otherwise provided.


 


Rule 1


 


	
  “Eligible Employee”

  	
   

  	
  shall be amended to read:

   

  “any
  employee of a Participating Company which has a salaried employment on a
  permanent basis and any “collaboratore
  coordinato e continuativo” (including a director) of a
  Participating Company at the Invitation Date 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. Such
  rule would also apply in respect of any “collaboratore
  coordinato e continuativo” (including a director) of a
  Participating Company”;

  
	
   

  	
   

  	
   

  
	
  “Participant”

  	
   

  	
  shall be amended by deleting the words
  “personal representatives” and replacing them with the words “eredi (heirs)”;

  
	
   

  	
   

  	
   

  
	
  “Specified Age”

  	
   

  	
  shall be deleted;

  
	
   

  	
   

  	
   

  
	
  “Subsidiary”

  	
   

  	
  shall be replaced as follows:

   

  “means any company in relation to which the Company:

   

  (a) holds a majority of the voting rights in the ordinary
  shareholders’ meeting; or

   

  (b) has sufficient voting rights in the
  ordinary shareholders’ meeting to exercise a prevailing influence therein; or

   

  (c) exercises a prevailing influence on the company by
  virtue of specific negotiable agreements;

   

  in accordance with the requirements of Article 2359 of the
  Italian Civil Code. Such definition also includes any other company which is
  a subsidiary as defined above of a company which is itself a subsidiary of
  the Company”.

  
	
   

  	
   

  	
   

  
	
  Rule 6

  	
   

  	
  shall be deleted and replaced with the
  following wording:

   

  “In principle the Exercise Price shall not be modified
  during the life of the Option. However, in the event of any alteration in the
  issued share capital of the Company (by way of one of the operations
  envisaged by the Italian Civil Code) then the Exercise Price may be adjusted
  by the Board in such manner and with effect from such 

  



 


24

















 


	
   

  	
   

  	
  date as the Board may deem appropriate in order to comply
  with the provisions of the Italian Civil Code”

  
	
   

  	
   

  	
   

  
	
  Rule 7.5

  	
   

  	
  shall be deleted and replaced with:

   

  “7.5         An Option shall cease to be exercisable upon
  the Participant ceasing to be an employee or a “collaboratore coordinato e
  continuativo” of any member of the Group (so as to hold no such employment or
  office) except where his so ceasing is by reason of any of the following
  circumstances:

   

  (a)           redundancy; or

   

  (b)           his being required by his employer to take
  retirement or his taking retirement, in both cases, in circumstances where he
  is entitled to a full pension and has reached an age at which he is entitled
  to exercise his pension rights; or

   

  (c)           invalidity; or

   

  (d)           his office or employment being either 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 Group company; or

   

  (e)           his leaving service at any time other than
  that specified in sub-paragraph (a) to (d) above, provided that such event
  occurs not earlier than three years from the Date of Grant;

   

  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 a “collaboratore
  coordinato e continuativo” of any member of the Group
  notwithstanding that the Normal Repayment Date shall not have occurred.

  
	
   

  	
   

  	
   

  
	
  Rule 7.6(a)

  	
   

  	
  shall be replaced with the following wording:

   

  “7.6         For the purposes of Rule 7.5 above and Rule 9
  below (but for no other purpose):

   

  (a)           a Participant shall not be regarded as having
  ceased to hold office or employment by reason of:

   

  (i)            his being or becoming employed or a “collaboratore coordinato e continuativo” 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; and

   

  (b)           a Participant shall be regarded as ceasing to
  hold office or employment when he holds no employment or no agreement of “collaboratore coordinato e continuativo” with any of the
  Company, any Associated Company and any company controlled by 

  



 


25

















 


	
   

  	
   

  	
  the Company.”

  
	
   

  	
   

  	
   

  
	
  Rule 7.7

  	
   

  	
  shall be amended by deleting the words
  “personal representatives” and replacing them with the words “eredi (heirs)”;

  
	
   

  	
   

  	
   

  
	
  Rule 7.8

  	
   

  	
  shall be deleted in its entirety;

  
	
   

  	
   

  	
   

  
	
  Rule 8(b)

  	
   

  	
  shall be amended by deleting the wording “or
  in the circumstances of Rule 7.8 above” in the final line;

  
	
   

  	
   

  	
   

  
	
  Rule 9

  	
   

  	
  the following words shall be added to this
  Rule:

   

  “(b)         any other operation envisaged by the Italian Civil Code
  for the acquisition of control”;

  



 


26

















 


Appendix 7


 


IMPERIAL TOBACCO GROUP INTERNATIONAL
SHARESAVE PLAN


 


APPENDIX FOR NETHERLANDS


 


The purpose of this appendix is to specify the
terms and conditions under which the Plan is to be modified in its application
to any option granted or to be granted to a person resident for tax purposes in
the Netherlands.


 


Words or phrases defined in the Plan shall bear
the same meaning in this Appendix 7 except as otherwise provided.


 


	
  Rule 1

  

  “Eligible Employee”

  	
   

  	
   

   

  delete the words “in the case only of a
  director holding a salaried employment or office, usually works at least 25
  hours per week excluding time off permitted for meal breaks”;

  
	
   

  	
   

  	
   

  
	
  “Specified Age”

  	
   

  	
  shall be deleted;

  
	
   

  	
   

  	
   

  
	
  Rule 7.5(a)

  	
   

  	
  delete the words “on reaching specified age or
  such other age at which he is bound to retire in accordance with the terms of
  his employment”;

  
	
   

  	
   

  	
   

  
	
  Rule 7.8

  	
   

  	
  shall be deleted and Rules 7.9 and 7.10 and
  any references thereto shall be re-numbered accordingly;

  



 


27

















 


Appendix 8


 


IMPERIAL TOBACCO GROUP INTERNATIONAL
SHARESAVE PLAN


 


APPENDIX FOR NEW ZEALAND


 


The purpose of this appendix is to specify the
terms and conditions under which the Plan is to be modified in its application
to any Option granted or to be granted to a person resident for tax purposes in
New Zealand.


 


Words or phrases defined in the Plan shall bear
the same meaning in this Appendix 8 except as otherwise provided.


 


Rule 1


 


	
  “Specified Age” 

  	
  shall be deleted.

  
	
   

  	
   

  
	
  Rule 7.5(a)

  	
  delete the words “on reaching Specified Age or such other
  age at which he is bound to retire in accordance with the terms of his
  employment”.

  
	
   

  	
   

  
	
  Rule 7.8

  	
  shall be deleted and Rules 7.9 and 7.10 and any references
  thereto shall be re-numbered accordingly.

  



 


28

















 


Appendix 9


 


IMPERIAL TOBACCO GROUP INTERNATIONAL
SHARESAVE PLAN


 


APPENDIX FOR THE UNITED STATES OF AMERICA


 


The purpose of this appendix is to specify the
terms and conditions under which the Plan is to be modified in its application
to any Option granted or to be granted to a person resident for tax purposes in
the United States of America.


 


Words or phrases defined in the Plan shall bear
the same meaning in this Appendix 9 except as otherwise provided.


 


Rule 1


 


	
  “Exercise Price”

  	
   

  	
  the price per Share or price per ADS at which a
  participant may acquire Shares or ADSs pursuant to the Plan (as determined in
  accordance with Rule 5).

  
	
   

  	
   

  	
   

  
	
  “Option”

  	
   

  	
  a right to acquire Shares, or ADSs, granted pursuant to
  the Plan.

  
	
   

  	
   

  	
   

  
	
  Rule 3.2(a)

  	
   

  	
  insert “or the ADSs, if applicable,” after the words
  “Exercise Price for the Shares”.

  
	
   

  	
   

  	
   

  
	
  Rule 3.2(b)

  	
   

  	
  insert as a new Rule 3.2(b) the following and re-number
  Rule 3.2(b) and 3.2(c) as 3.2(c) and 3.2(d) respectively.

   

  “(b) whether the Shares to be issued upon the exercise of
  Options may be delivered in the form of ADSs; and”

  
	
   

  	
   

  	
   

  
	
  Rule 3.3(a)

  	
   

  	
  insert the words “or ADSs, if applicable,” after the word
  “Shares” in the penultimate line.

  
	
   

  	
   

  	
   

  
	
  Rule 3.3(b)(i)

  	
   

  	
  insert the words “or ADSs, if applicable,” after the word
  “Shares” in lines 4 and 5.

  
	
   

  	
   

  	
   

  
	
  Rule 3.4

  	
   

  	
  insert the words “or ADSs, if applicable,” after the word
  “Shares” in line 2.

  
	
   

  	
   

  	
   

  
	
  Rule 3.4(a)

  	
   

  	
  insert the following words after “Invitation Date” in the
  final line:

   

  “and, if permitted by the relevant invitations, Options
  shall be granted to the Eligible Employee in respect of that number of ADSs
  as would have an aggregate Exercise Price not exceeding the Relevant Multiple
  of the Eligible Employee’s proposed monthly dollar contributions to the
  Savings Plan as at the Date of Grant;”

  
	
   

  	
   

  	
   

  
	
  Rule 3.4(i) and (ii)

  	
   

  	
  insert the words “or ADSs, if applicable,” after the word
  “Shares” wherever that word occurs.

  
	
   

  	
   

  	
   

  
	
  Rule 5.1

  	
   

  	
  in line 3 insert the words “or expressed in dollars in the
  case of Options for ADSs” after the words “in the case of Options for Shares”

  
	
   

  	
   

  	
   

  
	
  Rule 5.1(a)

  	
   

  	
  insert after the words “Invitation Date” in the final
  line, the words “or eighty per cent. of the closing price per ADS as derived
  from the New York Stock Exchange Consolidated Tape on the trading day
  immediately preceding the Invitation Date in the case of Options for ADS;”

  



 


29

















 


	
   

  	
   

  	
   

  
	
  Rule 5.1(b)

  	
   

  	
  insert at the end of this rule “or the nominal value of
  the Shares represented by ADS in the case of Options for ADSs”.

  
	
   

  	
   

  	
   

  
	
  Rule 5.2

  	
   

  	
  insert after the word “Shares” in line 2 “or ADSs, if
  applicable” and after the words “market value of a Share” in the last line
  “or ADS, respectively”.

  
	
   

  	
   

  	
   

  
	
  Rule 6

  	
   

  	
  insert in the first line in the paragraph after “(d)” the
  words “or ADSs, if applicable,” after the words “the number of Shares”.

  
	
   

  	
   

  	
   

  
	
  Rule 6(ii)

  	
   

  	
  insert after the words “nominal value of a Share”, in line
  2 “and the Exercise price of an Option to subscribe for ADS shall not be
  adjusted below the aggregate nominal value of the Shares represented by such
  ADSs”.

  
	
   

  	
   

  	
   

  
	
  Rule 7.2

  	
   

  	
  shall be deleted and replaced with the
  following:

   

  “An Option shall be exercisable during the
  period mentioned in Rule 7.4 below in respect of all of the Shares or ADSs,
  if applicable, over which it was granted by the Participant delivering to the
  Secretary of the Company at its registered office (or otherwise as may be
  notified to Participants from time to time) a remittance for that number of
  Shares or ADSs, if applicable, calculated by reference to the Exercise Price.
  The date of exercise of the Option shall be the date the Company or the
  Trustee (acting as agent of the Company) is deemed to have received such
  payment.”

  
	
   

  	
   

  	
   

  
	
  Rule 7.3

  	
   

  	
  insert the words “or ADSs, if applicable,” after the word
  “Shares” wherever that word occurs.

  
	
   

  	
   

  	
   

  
	
  Rule 7.4

  	
   

  	
  delete the last sentence of Rule 7.4.

  
	
   

  	
   

  	
   

  
	
  Rule 7.5

  	
   

  	
  replace the words “may be exercised at any time during the
  period of six months from the date on which he ceases to be an employee or
  director of any member of the Group notwithstanding that the Normal Repayment
  Date shall not have occurred” with the words “will be exercised or lapse in
  accordance with the provisions of Appendix 9 of the Plan. The Participant’s
  ceasing to be an employee or director of any member of the Group by reasons set
  out in Rule 7.5(i), (ii) or (iii) shall be an Early Exercise Date. This
  provision shall be administered in accordance with Section 409A of the United
  States Internal Revenue Code and any guidance issued thereunder.”

  
	
   

  	
   

  	
   

  
	
  Rule 7.7

  	
   

  	
  shall be replaced with the following:

   

  “The date of the death of the Participant will be
  considered an Early Exercise Date and any Options will be exercised or lapse
  in accordance with Appendix 9 of the Plan.”

  
	
   

  	
   

  	
   

  
	
  Rule 7.8

  	
   

  	
  shall not be applicable.

  
	
   

  	
   

  	
   

  
	
  Rule 7.10

  	
   

  	
  insert the words “or ADSs, if applicable,” after the word
  “Shares”.

  
	
   

  	
   

  	
   

  
	
  Rule 9.1

  	
   

  	
  replace the words “may 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” with
  the words “will be exercised or lapse in accordance with the provisions of
  Appendix 9 of the Plan. The date when the person making the offer has
  obtained Control of the Company and any

  



 


30

















 


	
   

  	
   

  	
  condition subject to which the offer is made has been
  satisfied will be considered an Early Exercise Date, but only if it
  constitutes a change in ownership or effective control of the Company under
  Section 409A of the United States Internal Revenue Code and any guidance
  issued thereunder.”

  
	
   

  	
   

  	
   

  
	
  Rule 9.2

  	
   

  	
  replace the words “may be exercised within six months of
  the Court sanctioning the compromise or arrangement” with the words “will be
  exercised or lapse in accordance with Appendix 9 of the Plan, and the
  effective date of the compromise or arrangement will be considered an Early
  Exercise Date, but only if it constitutes a change in ownership or effective
  control of the Company under Section 409A of the United States Internal
  Revenue Code and any guidance issued thereunder.”

  
	
   

  	
   

  	
   

  
	
  Rule 9.3

  	
   

  	
  insert the words “, but only if it constitutes a change in
  ownership or effective control of the Company under Section 409A of the
  United States Internal Revenue Code and any guidance issued thereunder”
  immediately following the word “entitled.”

  
	
   

  	
   

  	
   

  
	
  Rule 9.4(b)

  	
   

  	
  insert the words “or ADSs, if applicable,” after the words
  “Shares” in line 4.

  
	
   

  	
   

  	
   

  
	
  Rule 9.5

  	
   

  	
  replace the words “may be exercised within six months of
  the passing of the resolution” with the words “will be exercised or lapse in
  accordance with Appendix 9 of the Plan, and the date which constitutes a
  change in ownership or effective control of the Company under Section 409A of
  the United States Internal Revenue Code and any guidance issued thereunder
  will be considered an Early Exercise Date.”

  
	
   

  	
   

  	
   

  
	
  Rule 10.2

  	
   

  	
  insert a new Rule 10.2 as set out below after Rule 10.1
  and re-designate Rule 10.2 as Rule 10.3:

   

  “10.2       Subject to receipt of the appropriate
  remittance, in the event ADSs are to be acquired pursuant to the exercise of
  an Option, ADSs will be transferred not later than 45 days after the exercise
  of the Option and will rank pari passu in all respects with the ADSs 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 ADS
  record date) on which entitlement to the dividend or distribution is fixed by
  the Depositary if that date falls prior to the date of exercise of the
  Option.”

  
	
   

  	
   

  	
   

  
	
  Rule 10.4

  	
   

  	
  insert a new Rule 10.4 as set out below:

   

  “10.4       If the ADSs are listed on the New York Stock
  Exchange, Inc. at the date of transfer of ADSs pursuant to the Plan the
  Company will, if required, apply to the New York Stock Exchange, Inc. for
  permission for such ADSs so transferred to be listed on the New York Stock
  Exchange, Inc.”.

  
	
   

  	
   

  	
   

  
	
  Rule 14.1

  	
   

  	
  insert the words “or ADSs, if applicable” after the word
  “Shares” in line 2.

  



 


Notwithstanding any provision to the contrary,
the exercise date for an Option granted to a Participant covered under this
Appendix 9 shall be a date certain following the Participant’s Normal Repayment
Date (or Early Exercise Date, where applicable) (collectively referred to
herein as “Determination Date”), and any Option payable with an Exercise Price
less than Fair Market Value on the date certain shall be automatically
exercised. Any Option payable with an Exercise Price greater than Fair Market
Value


 


31

















 


on the date certain shall automatically lapse.
No Participant covered by this Appendix 9 shall make any election or exercise
discretion with respect to the exercise or lapse of any applicable Option.
Unless otherwise provided in the invitation issued for the Option in accordance
with Rules 3.1 or 3.2 of the Plan, the date certain shall be the date 30 days
following the Participant’s Determination Date. For purposes of this paragraph,
“Fair Market Value” means the closing price per ADS as derived from the New
York Stock Exchange Consolidated Tape on the trading day immediately preceding
the date certain.


 


Any Participant’s contributions held under a
Savings Plan attributable to a Participant’s Option which lapse in accordance
with the preceding paragraph shall automatically be paid to the Participant in
accordance with the terms of the Plan.


 


32
















 


SCHEDULE 2


 


The Imperial Tobacco Group UK Sharesave Plan


 


33
















 


SCHEDULE 3


 


The Imperial Tobacco Group Irish Sharesave Plan


 


34
















 


SCHEDULE 4


 


Notional
Awards


 


The rules governing Notional Awards (the “Phantom Plan”) shall be constituted by the rules of the
Plan save as the same (including the definitions used) are modified by the
terms of this schedule 4, as set out below.


 


In relation to any invitation made under the
Plan, the terms of this schedule 4 shall, unless otherwise determined by the
Board, apply in respect of Eligible Employees resident in each of the
jurisdictions (“Relevant Employees”) specified in Appendix 1 to this schedule
4:


 


1.              In this Phantom Plan the following terms shall have the
following meanings:


 


“Award” the sum paid or to be paid to a Relevant Employee by way of
remuneration in accordance with this Plan on the exercise of a Notional Award
being the difference between the Exit Price and the Notional Exercise Price for
each Share in respect of which the Notional Award is exercised;


 


“Exit Price” the middle market price of a Share as derived from the
London Stock Exchange Daily Official List for the dealing day immediately
preceding that on which a Notional Award is exercised;


 


“Notional Award” the notional right to acquire at the Notional
Exercise Price Shares in accordance with the terms of the Plan;


 


“Notional Gain” the sum paid or to be paid to a Relevant Employee
by way of remuneration in accordance with this Plan on the exercise of a
Notional Award being the difference between the Exit Price and the Notional
Exercise Price for each Share in respect of which the Notional Award is
exercised, but only if the Exit Price is higher than the Notional Exercise
Price;


 


“Notional Exercise Price” the price per Share at which a Participant may
acquire Shares the subject of a Notional Award calculated in accordance with
Rule 5 of the Plan;


 


“Subsisting Notional Award” a Notional Award to the extent that it has
neither lapsed nor been exercised;


 


2.              In Rules 3, 8, 9, 11, 12 and 13 of the Plan references to
Option, Exercise Price, and Eligible Employee shall be replaced by references
to Notional Award, Notional Exercise Price, and Relevant Employee respectively.


 


3.              In respect of each grant of Notional Awards, the Board shall
identify those Relevant Employees to whom Notional Awards shall be granted and
shall grant the Notional Award(s) in the same manner as provided in Rule 3.4 of
the Plan. For the avoidance of doubt, Rule 3.4(c) of the Plan shall apply to
the grant of Notional Awards as it does for the grant of Options under the Plan.
The Relevant Employee will be given a certificate stating the Notional Exercise
Price and the number of Shares subject to the Notional Award.


 


4.              In Rule 4, for the purposes of calculating the limits
contained therein, the aggregate number of Shares shall include the number of
Shares the subject of Notional Awards.


 


5.              The Notional Award shall be capable of being exercised in
all respects in the same manner as an Option in accordance with Rule 7 of the
Plan save that no payment or remittance is due as provided in Rules 7.1 and 7.2
and provided that the Notional Award may only be exercised in full where
exercise occurs on or after Normal Repayment Date.


 


6.              Rule 7.3 shall be deleted and replaced with the following:


 


35

















 


“7.3       The exercise of a Notional Award under the
Phantom Plan shall be subject to the following conditions (a) that the
Participant shall withdraw all sums due by way of Repayment under the Savings
Plan to which he has contributed in relation to the Notional Award and (b) that
the Participant provides the Company with evidence in such form as it may
require, of his Savings Plan and the Repayments due to him under the Savings
Plan.


 


7.              Rule 9.4 and 10 of the Plan shall not apply in relation to
the Notional Awards.


 


8.              Within 30 days of receipt of the appropriate notice in
accordance with Rule 7 the Board shall procure payment to the Relevant Employee
of the Notional Gain attributable to the Shares in respect of which the
Notional Award has been exercised.


 


9.              There shall be made from any payment under Rule 8 of the
Phantom Plan such deductions (on account of tax, national insurance
contributions, social security contributions or similar liabilities) as may be
required by law or as the Company may reasonably consider to be necessary or
desirable.


 


10.            If there is an adjustment to Options pursuant to Rule 6 of
the Plan, an adjustment confirmed by the Auditors in writing to be in their
opinion an equivalent adjustment shall be made to Notional Awards.


 


11.            Payments under Rule 8 of the Phantom Plan will not be
pensionable.


 


36

















 


Appendix 1


 


THE IMPERIAL TOBACCO GROUP INTERNATIONAL
SHARESAVE PLAN – NOTIONAL AWARDS


 


Belgium


 


Canada


 


Kazakhstan


 


Macedonia


 


Poland


 


Serbia


 


Ukraine


 


The Rules of the Plan apply with and subject to the
following amendments and provisions which have been adopted by the Board
pursuant to Rule 12.7 for the purposes of the operation of the Plan in the
jurisdiction specified below:


 


Canada (Appendix 2)


 


37

















 


Appendix 2


 


IMPERIAL TOBACCO GROUP INTERNATIONAL
SHARESAVE PLAN – NOTIONAL AWARDS


 


APPENDIX FOR CANADA


 


The purpose of this appendix is to specify the
terms and conditions under which the Phantom Plan is to be modified in its
application to any Notional Award granted or to be granted to a person resident
for tax purposes in Canada.


 


Words or phrases defined in the Phantom Plan
shall bear the same meaning in this Appendix 2 except as otherwise provided.


 


Section
1


	
  “Award” 

  	
  delete the word “remuneration” after the words
  “to be paid to a Relevant Employee by way of” and replace with the phrase “a
  bonus or similar payment in respect of services rendered by the Relevant
  Employee”, and add the phrase “, but only if the Exit Price is higher than
  the Notional Exercise Price” after the words “in respect of which the
  Notional Award is exercised”.

  
	
   

  	
   

  
	
  “Notional Gain”

  	
  delete the word “remuneration” after the words
  “to be paid to a Relevant Employee by way of” and replace with the phrase “a
  bonus or similar payment in respect of services rendered by the Relevant
  Employee”.

  
	
   

  	
   

  
	
  Section 5

  	
  is deleted and replaced with the following:

  
	
   

  	
   

  
	
  5.

  	
  (a)

  	
  The Notional Award shall be capable of being
  exercised in all respects in the same manner as an Option in accordance with
  Rule 7 of the Plan save that no payment or remittance is due as provided in
  Rules 7.1 and 7.2, and provided that, notwithstanding any other provision of
  the Plan or the Phantom Plan, no amount in respect of an Award or a Notional
  Gain shall be paid to a Relevant Employee later than the end of the calendar
  year which is the third calendar year immediately following the end of the
  calendar year of the Date of Grant.

  
				



 


(b)           Rule 7.4 shall be deleted and replaced with the following:


 


“7.4       Save as otherwise provided, an Award may not be
exercised until the Normal Repayment date. No Award (including for greater
certainty a Subsisting Award) may be exercised later than 6 months after the
Normal Repayment Date or November 15th in the calendar year of the Normal
Repayment Date, whichever is earlier, and all Awards in respect of which the
Exit Price is higher than the Notional Exercise Price which are not already
exercised shall be deemed to be exercised on November 15th in the calendar year
of the Normal Repayment date, and for this purpose the Participant must elect
to add to the Repayment for the purposes of Rule 7.3 by November 30th of the
calendar year of the Normal Repayment Date. [NTD: The
dates within this Appendix may be changed at Imperial’s discretion as long as
all cash awards are distributed to employees in Canada by December 31 in the
third calendar following date of grant (e.g. if grant made in 2004, award must
be paid by December 31 2007.) We have tried to ensure that there is sufficient
time between the Normal Repayment Date, the exercise and the distribution of
the award]. For greater certainty, all Awards (including Subsisting
Awards) in respect of which the Exit Price is equal to or less than the
Notional Exercise Price shall not be deemed to be exercised pursuant to this
Rule 7.4.


 


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(c)           Rule 7.5 shall be amended by adding the phrase “or
by November 15th in the calendar year of the Normal Repayment Date (except to
the extent that such Award is deemed to be exercised in accordance with Rule
7.4), whichever is earlier” after the words “notwithstanding that the Normal
Repayment Date shall not have occurred”.


 


(d)          Rule 7.7 shall be amended by adding the phrase “,
but in any event the personal representatives shall not be entitled to exercise
the Award (except to the extent that such Award is deemed to be exercised in
accordance with Rule 7.4) later than November 15th in the calendar year of the
Normal Repayment Date” after the words “within twelve months commencing on the
Normal Repayment Date”.


 


(e)           Rule 7.8 shall be amended by adding the phrase “or
by November 15th in the calendar year of the Normal Repayment Date (except to
the extent that such Award is deemed to be exercised in accordance with Rule
7.4), whichever is earlier” after the words “within six months after the date
of his reaching the Specified Age”.


 


(f)           Rule 8(b) shall be amended by adding “provided
that in no event shall the Normal Payment Date occur later than November 1 of
the calendar year which is the third calendar year immediately following the
end of the calendar year of the Date of Grant”, to be added after the words “above
or Rule 9 below”.


 


(g)          Rule 9.1 shall be amended by adding the phrase “,
but in any event not later than November 15th of the calendar year of the Normal
Repayment Date (except to the extent that such Award is deemed to be exercised
in accordance with Rule 7.4)” after the words “is made had been satisfied”.


 


(h)          Rule 9.3 shall be amended by adding the phrase “,
but in any event not later than November 15th of the calendar year of the
Normal Repayment Date (except to the extent that such Award is deemed to be
exercised in accordance with Rule 7.4)” after the words “of the Court
sanctioning the compromise or arrangement”.


 


(i)            Rule 9.4 shall be amended by adding the phrase “,
but in any event not later than November 15th of the calendar year of the
Normal Repayment Date (except to the extent that such Award is deemed to be
exercised in accordance with Rule 7.4)” after the words “that person remains so
bound or entitled”.


 


(j)            Rule 9.4 shall be amended by adding the phrase “,
but in any event not later than November 15th of the calendar year of the
Normal Repayment Date, “ after the words “as defined in paragraph 38(3) of
Schedule 3”.


 


(k)           Rule 9.5 shall be deleted and replaced with the following:


 


“9.5       If the Company passes a resolution for voluntary
winding up, any Subsisting Award may be exercised at any time within six months
of the passing of the resolution or by November 15th of the calendar year of
the Normal Repayment Date in respect of such Subsisting Award (except to the
extent that such Subsisting Award is deemed to be exercised in accordance with
Rule 7(D)), whichever is earlier.


 


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SPECIMEN


 


THE IMPERIAL TOBACCO GROUP


 


INTERNATIONAL SHARESAVE PLAN (the “Plan”)


 


INVITATION


 


(on Company headed notepaper)


 


Dear Colleague,


 


 


The Directors of Imperial Tobacco Group PLC
invite you to apply for an option to acquire ordinary shares in Imperial
Tobacco Group PLC (the “Company”) under the Rules of the above Plan.


 


Enclosed are:


 


1.              a booklet which explains how the Plan works;


 


2.              an application for a share option;


 


3.              [[an application to open a savings account with [            ]];


 


You should read these documents carefully before
deciding to commit yourself to participating. If you are in any doubt about any
feature of the Plan, please contact •.


 


Under the Rules you are entitled to take out a
savings contract, with a monthly contribution of up to £250 or its equivalent
in your local or other agreed currency. If you wish, however, you can take out
a contract, depending upon the frequency of your salary payments, for any
amount up to the maximum, subject to a minimum contribution of £5 per month (or
the equivalent sum at the Date of Grant in the currency of your country of
employment).


 


If you would like to join the Plan you should
complete and sign the attached Share Option Application [and savings account
application forms]. THESE MUST BE RETURNED TO • NOT LATER THAN [   PM] ON [         ]. IT WILL NOT BE POSSIBLE TO CONSIDER
APPLICATIONS RECEIVED AFTER THAT DATE.


 


Yours sincerely


 


 


 


 


[Company Secretary]


 


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SPECIMEN


 


THE IMPERIAL TOBACCO GROUP PLC


 


INTERNATIONAL SHARESAVE PLAN


 


SHARE OPTION APPLICATION


 


To:          The Plan Administrator


 


PLEASE USE BLOCK CAPITALS


 


 


	
  SURNAME

  	
  MR/MRS/MISS/MS

  
	
   

  	
   

  
	
  FIRST NAMES

  	
   

  
	
   

  	
   

  
	
  HOME ADDRESS

  	
   

  
	
   

  	
   

  
	
   

  	
  POSTCODE

  
	
   

  	
   

  
	
  PLACE OF EMPLOYMENT

  	
   

  



 


I wish to save [£      ] per month (between £5 and £250) for 36
months (or the equivalent sums at the Date of Grant in the currency of my
country of employment)


 


	
  NOTES:

  	
  (1)

  	
  Contributions must be not less than £5 per
  month and the aggregate contributions to be made in any month under this
  contract and any other contract(s) linked to this Plan into which you have
  previously entered must not be more than £250. For weekly paid employees, a
  quarter of the monthly amount will be deducted weekly until the equivalent of
  [36/60] monthly payments have been made, (or the equivalent sums at the Date
  of Grant in the currency of your country of employment).

  
	
   

  	
   

  	
   

  
	
   

  	
  (2)

  	
  The Normal Repayment Date may be postponed if
  you miss any contributions.

  



 


PLEASE READ AND SIGN


 


*             I hereby apply for an option over ordinary
shares in the capital of Imperial Tobacco Group PLC, the cost of which will be
met from repayments and any additional sums under the savings contract for
which a proposal form is attached.


 


*             I hereby declare that I am applying for an
option on my own behalf and not as a trustee or nominee for any other
person(s).


 


*             I hereby authorise the Company to submit my
savings application to [           ] on
my behalf and to make the corresponding deductions from my pay.


 


*             I authorise the Company Secretary to make such
adjustments to the amount to be saved by me under the savings contract referred
to above as may be necessary if my application is scaled down in accordance
with the Rules of the Plan and the number of shares allotted to me is less than
the number of shares which I have


 


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applied for, further I authorise the Company to submit such
amended savings application to [         
].


 


*             I understand that if I am granted an option it
will be subject to the Rules of the Plan, by which I agree to be bound. A copy
of the Rules of the Plan is available for inspection at [                  ].


 


Unless the context otherwise requires terms defined in the
Rules of the Plan shall have the same meaning herein.


 


	
  SIGNATURE

  	
  DATE

  



 


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SPECIMEN


 


THE IMPERIAL TOBACCO GROUP


 


INTERNATIONAL SHARESAVE PLAN


 


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 (the “Company”) at an exercise price of [     ]p per share upon and subject to the terms
of The Imperial Tobacco Group International Sharesave Plan.


 


Signed on behalf of


 


	
   

  	
  Director

  	
   

  	
  Secretary

  



 


	
  NOTES:

  	
   

  	
  (1)

  	
   

  	
  The option cannot be assigned or transferred.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
   

  	
  In order to exercise your option complete the
  Form of Exercise printed overleaf and send it together with a cheque for the
  relevant exercise price of the shares and evidence of the amount repaid under
  your savings contract to the Company Secretary of the Company.

  



 


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.


 


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SPECIMEN


 


[Reverse of Certificate]


 


THE IMPERIAL TOBACCO GROUP


 


INTERNATIONAL SHARESAVE PLAN


 


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 Company Secretary at the above
address.)


 


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 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 savings contract.


 


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
PLAN ADMINISTRATOR


 


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