Exhibit
4.8


 


STRICTLY PRIVATE &
CONFIDENTIAL


 


RESTRICTED CIRCULATION


 


 


Dated 1 July 2007


 


 


(1) Imperial Tobacco Group
PLC


 


- and –


 


(2) Alison Jane Cooper


 


 






 


EXECUTIVE SERVICE
AGREEMENT


 






 

















 


An Agreement
made the first day of July 2007 between:-


 


(1)           Imperial
Tobacco Group PLC (Company Number: 3236483) whose
registered office is situated at PO Box 244, Upton Road, Bristol BS99 7UJ (“the
Company”); and


 


(2)           Alison
Jane Cooper, 6 Stoke Paddock Road, Stoke Bishop, Bristol BS9 2DJ (“the Executive”)


 


Witnesses as follows:


 


1.             Definitions


 


In this Agreement unless the context
otherwise requires:


 


1.1           “the
Board” means the Board of Directors of the Company;


 


1.2           “Group
Companies” means the Company and all subsidiary and associated companies from
time to time of the Company;


 


1.3           “associated
companies” means a company which falls to be treated as such for the purposes
of Statement of Standard Accounting Practice No. 1 of the Institute of
Chartered Accountants in England and Wales;


 


1.4           “subsidiary”
has the meaning ascribed thereto in Section 736 of the Companies Act 1985 as
amended; and


 


1.5           References
to Clauses are to clauses so numbered in this Agreement.


 


2.             Term
and Appointment


 


2.1           The
Company shall engage the Executive and the Executive shall serve the Company as
hereinafter provided (“the Appointment”). The Appointment shall commence on 1
July 2007, and shall continue subject as hereinafter provided in this Agreement
unless and until terminated by either party as follows:-


 


(a)           Either
party may terminate the Appointment by giving the other not less than 12 months’
prior notice in writing.


 


(b)           The
Appointment shall automatically terminate with effect from the date on which
the Executive reaches the age of 65.


 


2.2           The
Company may at any time (whether or not any notice of termination has been
given under subclause 2.1(a)) terminate the Appointment with immediate effect
by giving notice in writing to the Executive on terms that the Company will pay
to the Executive, in lieu of notice under subclause 2.1(a) the payment
calculated in accordance with and subject to the terms contained in this clause
(“the Payment”).


 


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2.3           The
Payment will be calculated as follows:


 


(a)           the
Executive’s basic annual salary at the rate payable at the Termination Date;
plus


 


(b)           an
amount equal to the pension contributions (actuarially calculated) that would
have been paid into a pension on the Executive’s behalf, payable into a pension
scheme designated by the Executive where possible and if the Executive is in receipt
of a pension allowance the amount of that pension allowance; and


 


(c)           5% of
the Executive’s basic salary in respect of all and any other benefits;


 


less deductions for tax and National
Insurance


 


2.4           For
the avoidance of doubt, share options and other long term incentive payments
are not included in the Payment and will be subject to the rules of the
relevant schemes from time to time in the usual way.


 


2.5           The
payment shall be in full and final satisfaction of the Executive’s claims under
this Agreement and the Executive shall, if requested, sign a release in a form
acceptable to the Company. For the avoidance of doubt, no additional
compensation will be payable in respect of the termination of any other
position held within the Group, e.g. as a member of the board of directors of
any subsidiary.


 


2.6           The
Payment shall be paid over a period of twelve months (“the Payment Period”) in
twelve equal monthly instalments (“the Payments”) less PAYE deductions. The
first of the Payments will be paid at the end of the month immediately
following the Termination Date and the subsequent Payments will be paid at the
end of each month after that until the end of the twelfth month following the
Termination Date.


 


2.7           If
notice to terminate the Appointment has previously been given prior to the
Company exercising its rights under this clause or if the Appointment would
terminate in less than 12 months, the Payment Period and the Payment shall be
reduced pro rata as if the Appointment terminated on expiry of the remainder of
the period of notice and shall not be calculated or paid over a period of 12
months but over that shorter period.


 


2.8           The
Payments are subject to the Executive’s duty to mitigate her loss and the
Executive shall take all reasonable steps to obtain alternative employment. If
the Executive obtains alternative employment or an alternative engagement
during the Payment Period any further Payments to be paid to her will be
reduced on a pro-rata basis by any 


 


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earnings payment or remuneration from any source in
respect of or in relation to employment or the provision of the Executive’s
services to any person or her carrying on business on her own account during
the Payment Period or relating to or referable to the Payment Period.


 


2.9           If the
Executive fails to take all reasonable steps to obtain alternative employment
and to mitigate her loss in accordance with sub-clause 2.8 above, the Company
shall have the right at any time during the Payment Period to terminate the
Payments.


 


2.10         The
Payments are conditional on the following:


 


(a)           The
Executive must inform the Company immediately in the event that she receives,
has a contractual right to receive or expectation that she will receive
remuneration from any source in respect of or in relation to her employment or
the provision of the Executive’s services to any person or her carrying on
business on her own account during the Payment Period or relating to or
referable to the Payment Period.


 


(b)           For
the purposes of the Executive’s disclosure obligations under paragraph (a)
above, “remuneration” shall include any salary, fee or benefit (whether in cash
or in kind and including pension benefits) and shall include any bonus or
incentive arrangement.


 


(c)           The
Executive shall provide the Company with such information as it may reasonably
request in relation to the steps taken by her to mitigate her loss following
the termination of the Appointment.


 


(d)           In the
event that the Executive fails to provide the Company with such information as
it may reasonably request in relation to any payments received, receivable or
reasonably expected by her under paragraph (a) above, or the steps taken by her
to mitigate her loss under paragraph (c) above, the Company may withhold the
payment of any sums under this clause that might otherwise be due to the
Executive until such information is provided.


 


3.             Duties


 


3.1           During
the Appointment the Executive shall devote the whole of her time and attention
to the duties assigned to her and shall well and faithfully serve the Company
and use her best endeavours to promote the interests of the Company and the
Group Companies and shall obey all reasonable and lawful directions given to
her by or under the authority of the Board and subject thereto the Executive
shall perform the duties of Corporate Development Director.


 


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3.2           The
Executive may be required in pursuance of her duties hereunder:


 


(a)           to
perform services not only for the Company but also for any of the Group
Companies and without further remuneration (except as otherwise agreed) to
accept such offices in any of the Group Companies as the Company may from time
to time reasonably require and if the Executive shall cease to be a director of
the Company for any reason then she may at the will of the Company continue as
an employee;


 


(b)           to
work at such places within the United Kingdom as the Company may require, the
Company reimbursing the Executive in respect of all reasonable relocation
expenses; and


 


(c)           to
travel to such places whether in or outside the United Kingdom by such means
and on such occasions as the Company may from time to time require.


 


3.3           Notwithstanding
the foregoing or any other provision of this Agreement the Company shall not be
under any obligation to vest in or assign to the Executive any powers or duties
and may at any time require the Executive to perform:


 


(a)           all
her normal duties;


 


(b)           a part
only of her normal duties and no other duties;


 


(c)           such
duties as it may reasonably require and no others; or


 


(d)           no
duties whatsoever.


 


3.4           After
notice to terminate the Appointment has been given by the Executive or the
Company, the Board may for all or part of the duration of the notice period in
its absolute discretion require the Executive:


 


(a)           to
perform only such duties as it may allocate to the Executive;


 


(b)           not to
perform any of the Duties;


 


(c)           not to
have any contact with customers of the Company, or any Group Company (other
than with the prior written agreement of the Board or purely social contact);


 


(d)           not to
have any contact with such employees or suppliers of the Company, or any Group
Company as the Board shall determine (other than with the prior written
agreement of the Board or purely social contact);


 


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(e)           to
disclose to the Board any attempted contact (other than social contact) with
her made by any client, employee or supplier with whom the Executive has been
required to have no contact pursuant to this sub-clause;


 


(f)            to
take any accrued holiday entitlement;


 


(g)           not to
enter any premises of the Company or any Group Company;


 


(h)           resign
all offices held by her in the Company or any Group Company;


 


provided always that throughout the period
of any such action and subject to the other provisions of this Agreement the
Executive’s salary and contractual benefits shall not cease to accrue or be
paid.


 


3.5           The
Executive acknowledges that such action taken on the part of the Company under
Clause 3.3 or 3.4 shall not constitute a breach of this Agreement of any kind
whatsoever nor shall the Executive have any claim against the Company in
respect of any such action.


 


3.6           During
any period of garden leave (as provided for under Clause 3.3 or 3.4) the
Executive shall continue to owe a duty of the utmost good faith to the Company and all
Group Companies, must not work for any other person or on her own account and
shall remain readily contactable and available to work for the Company, or any
Group Company. Should the Executive work for any other person or on her own
account or fail to be available for work at any time having been requested by
the Company to do so, the Executive’s right to salary and contractual benefits
in respect of such period of non-availability shall be forfeit notwithstanding
any other provision of this Agreement.


 


3.7           The
Executive shall comply, where relevant, with every rule of law, every
requirement of the United Kingdom Listing Authority and every regulation of the
Company from time to time in force relating to dealings in shares, debentures
or other securities of any Group Company and, in relation to overseas dealings,
the Executive shall also comply with all laws of the state and all regulations
of the stock exchange, market or dealing system in which such dealings take
place.


 


3.8           The
Executive shall not (and shall procure so far as she is able that her spouse
and dependent children shall not) deal or become or cease to be interested
(within the meaning of Part I, Schedule 13, Companies Act 1985) in any
securities of the Company without complying with any Company rules or
guidelines from time to time relating to securities transactions by directors.


 


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4.             Holiday
Entitlement


 


During the Appointment the Executive shall
be entitled to twenty five working days’ holiday (in addition to eight public
holidays and four Company holidays) in each calendar year January to December
at full salary to be taken at such time or times as may be approved in writing
by the Board. Up to five days holidays not taken can be carried over to a
subsequent year provided that this is agreed in writing by the Board. Upon the
termination of the Appointment by either the Executive or the Company either
the Executive shall be entitled to receive payment in lieu of accrued holidays
in respect of the then current calendar year not taken at the termination date
(provided that such termination is not pursuant to Clause 12) or the Company
shall be entitled to make a deduction from the Executive’s remuneration in
respect of holidays taken in excess of the accrued entitlement, to which
deduction the Executive hereby consents. The accrued holiday entitlement at the
date of termination shall be calculated on the basis of 2 1/12 days holiday for
each completed calendar month of service in the then current calendar year and
the amount of the payment in lieu or deduction shall be calculated on the basis
of 1/260 of the Executive’s annual salary for each day’s holiday not taken or
taken in excess of the accrued entitlement.


 


5.             Disclosure
of interests


 


5.1           Except
for those appointments already held by the Executive and notified to the Board
at the date of this Agreement or as a representative of the Company or with the
previous written approval of the Board the Executive shall not during the
Appointment whether directly or indirectly and whether paid or unpaid be
engaged or concerned in the conduct of any other actual or prospective business
or professions or be or become an employee, agent, partner, consultant or
director of any other company or firm or assist, subject to Clause 5.2, or have
any financial interest in any other such business or profession.


 


5.2           The
Executive shall be permitted to hold shares or securities of a company any of
whose shares or securities are quoted or dealt in on any recognised investment
exchange provided that any such holding shall not exceed five per cent. of the
issued share capital of the company concerned and is held by way of bona fide
investment only (“Investment”).


 


5.3           The
Executive shall disclose to the Board any matters relating to her spouse, their
dependent children, or their parents which, if they applied to the Executive,
would contravene Clause 5.2, to the extent that the Executive has actual
knowledge of such matters.


 


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6.             Remuneration
and Benefits


 


6.1           During
the Appointment, as remuneration for her services hereunder, the Executive
shall be paid a fixed salary at the rate of £385,000 (Three Hundred and Eighty
Five Thousand Pounds) per annum with effect from 1 July 2007, and thereafter at
such other rate as may be agreed annually. Such salary shall be inclusive of
any fees or remuneration which she would otherwise be entitled to receive from
the Company or any Associated Company and shall be payable by bank credit
transfer in equal monthly instalments in arrears on the 16th day of each
calendar month, or if the 16th is not a working day, then on the last working
day before the 16th of the month.


 


6.2           To the
extent to which the Remuneration Committee exercises its discretion regarding
the provision of any annual bonus scheme, the Executive shall be entitled to
participate in the Company’s annual bonus scheme in accordance with the rules
of the scheme and any performance conditions thereunder as those rules or
conditions may be altered or amended from time to time. The provision of an
annual bonus scheme is at the absolute discretion of the Remuneration Committee
(who may, subject however to the express terms of such bonus scheme, suspend or
discontinue such bonus scheme at any time in the interests of the Company
whether generally or in relation to the Executive). The Executive shall have no
entitlement to a bonus or to a pro rated bonus in any bonus year in which her
employment terminates (for whatever reason) or in which either she or the
Company gives notice to terminate employment.


 


6.3           To the
extent to which the Remuneration Committee exercises its discretion regarding
the provision of a long term incentive plan, the Executive shall be entitled to
participate in the Company’s long term incentive plan in accordance with the
rules of the plan and any performance conditions thereunder as those rules or
conditions may be altered or amended from time to time. The provision of the
long term incentive plan is at the absolute discretion of the Remuneration
Committee (who may, subject however to the express terms of such plan, suspend
or discontinue such a plan at any time in the interests of the Company whether
generally or in relation to the Executive).


 


6.4           To the
extent to which the Remuneration Committee exercises its discretion regarding
the provision of a share matching scheme, the Executive shall be entitled to
participate in the Company’s share matching scheme in accordance with the rules
of the scheme as those rules may be altered or amended from time to time. The
provision of the share matching scheme is at the absolute discretion of the
Remuneration Committee (who may, subject however to the express terms of such
scheme, suspend or discontinue such a scheme at any time in the interests of
the Company whether generally or in relation to the Executive).


 


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6.5           Subject
to the rules and the terms of the scheme as they may be altered or amended from
time to time, the Executive shall be entitled to participate in any private
medical insurance cover taken out by the Company for the benefit of its
directors and/or senior employees.


 


6.6           During
her period of employment, the Executive shall be entitled to participate in the
Imperial Tobacco Pension Fund (“the Fund”) an Inland Revenue exempt approved
occupational pension scheme, in accordance with its trust deed and rules as
they may be altered or amended from time to time and to a pension supplement
paid by the Company.


 


7.             Expenses


 


The Executive shall be entitled to be repaid all
reasonable travelling, hotel and other expenses properly authorised by the
Board and incurred in or about the performance of her duties hereunder, which
expenses shall be evidenced in such manner as the Company may reasonably
require from time to time.


 


8.             Company Car


 


8.1           To
assist in the performance of her duties hereunder the Company shall during the
Appointment provide the Executive with a car of a cost and type to be
determined from time to time by the Board and subject to any terms and
conditions which the Company may from time to time impose on the Executive in
relation thereto. Subject thereto the Company shall bear the cost of insuring,
testing, taxing, repairing and maintaining the same and shall reimburse to the
Executive all reasonable running expenses of such car. The Executive shall:


 


(a)           take
good care of the car and ensure that the provisions and conditions of any
policy of insurance relating thereto are observed;


 


(b)           not
permit such car to be taken out of the United Kingdom without the written
consent of the Company; and


 


(c)           return
the car and its keys and all documents relating to it to the Company’s
Registered Office (or to such other location as the Board may reasonably
direct) immediately upon the termination of the Appointment howsoever arising.


 


8.2           The
Executive may at her own election opt out of the above scheme, and in its place
use her own car, and claim a car allowance, the amount of which is set by the
Board from time to time.


 


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9.             Confidential
Information


 


9.1           The
Executive shall not use or divulge or communicate to any person other than with
proper authority any of the trade secrets or other confidential information of
or relating to the Company or any of the Group Companies (including but not
limited to details of customers, potential customers, consultants, suppliers,
potential suppliers, designs, product details, future product details, prices,
discounting arrangements, specific product applications, existing trade
arrangements, terms of business and those in the course of negotiation,
operating systems, pricing and fee structures, financial information,
inventions, research and development activities) which she may have created,
developed, received or obtained while in the service of the Company or any of
the Group Companies (whether before or after the commencement of the Appointment).
This restriction shall continue to apply after the termination of the
Appointment howsoever arising without limit in point of time including ideas
information or knowledge which may come into the public domain for so long as
the Executive is in a position to use such information more readily than others
who have not worked for the Company.


 


9.2           The
Executive shall not during the Appointment make otherwise than for the benefit
of the Company any records (whether recorded on paper, computer memory or discs
or otherwise) relating to any matter within the scope of the business of the
Company or any of the Group Companies or concerning any of its or their
dealings or affairs nor either during the Appointment or thereafter use or
permit to be used any such records otherwise than for the benefit of the
Company it being agreed by the parties that all such records (and copies
thereof) in the possession or control of the Executive shall be the property of
the Company and shall be handed over by the Executive to the Company from time
to time and on demand and in any event upon the termination of the Appointment.


 


9.3           The
Executive shall not during the Appointment speak in public or write any article
for publication on any matter connected with or relating to the business of the
Company or any of the Group Companies without first obtaining the written
approval of the Board.


 


10.           Inventions
and Creative Works


 


10.1         The
Executive acknowledges that because of the nature of her duties and the
particular responsibilities arising as a result of such duties which she owes
to the Company and the Group Companies she has a special obligation to further
the interests of the Company and the Group Companies. In particular the duties
of the Executive shall include reviewing the products and services of the
Company and Group Companies with a view to improving them by new and/or
original ideas and inventions and implementing such improvements.


 


9

















 


10.2         The
Executive shall promptly disclose to the Company any idea, invention or work
which is relevant to or capable of use in the business of the Company or any of
the Group Companies made by the Executive in the course of her employment
whether or not in the course of her duties. The Executive acknowledges that the
intellectual property rights subsisting or which may in the future subsist in
any such ideas, inventions or works created by her in the course of her
employment will, on creation, vest in and be the exclusive property of the
Company and where the same do not automatically vest as aforesaid, the
Executive shall assign the same to the Company (upon the request and at the
cost of the Company). The Executive hereby irrevocably waives any rights which
she may have in any such ideas, inventions or works which are or have been
conferred upon her by Chapter IV of Part I of the Copyright Designs and Patents
Act 1988 headed “Moral Rights”.


 


10.3         The
Executive hereby irrevocably appoints the Company to be her attorney in her
name and on her behalf to execute and do any such instrument or thing and
generally to use her name for the purpose of giving to the Company or its
nominee the full benefit of the provisions of Clause 10 and acknowledges in
favour of any third party that a certificate in writing signed by any Director
or Secretary of the Company that any instrument or act falls within the
authority hereby conferred shall be conclusive evidence that such is the case.


 


11.           Restrictions
after Termination


 


11.1         The
Executive shall not for the following periods after the termination of the
Appointment howsoever arising (but excluding repudiatory breach of this
Agreement by the Company) (“Termination”) save with the prior written consent
of the Board which shall not be unreasonably refused directly or indirectly,
either alone or jointly with or on behalf of any person, firm, company or
entity and whether on her own account or as principal, partner, shareholder,
director, employee, consultant or in any other capacity whatsoever:-


 


(a)           For 6
months following Termination, in the Relevant Territory and in competition with
the Company or any of the Relevant Group Companies engage, assist or be
interested in any undertaking which provides or is likely to provide services
or manufacture products similar to those provided or manufactured by the
Company or any of the Relevant Group Companies (which shall include the
manufacture, sale or distribution of cigarettes, cigars, cigarette papers and
tubes, or other tobacco products) in the 12 months prior to Termination and
with which the Executive (or anyone reporting to the Executive) was concerned
or had confidential information about in the said period of 12 months;


 


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(b)           For 6
months following Termination, in the Relevant Territory solicit or interfere
with or endeavour to entice away from the Company or any of the Relevant Group
Companies any person, firm, company or entity who was a customer of the Company
or any of the Relevant Group Companies in the 12 months prior to Termination
and with whom the Executive (or anyone reporting to the Executive) was
concerned or had personal contact with or had confidential information about in
the said period of 12 months;


 


(c)           For 6
months following Termination, in the Relevant Territory be concerned with the
supply of services/products to any person, firm, company or entity which was a
client/customer of the Company or any of the Relevant Group Companies in the 12
months prior to Termination where such services/products are identical or
similar to or in competition with those services/products supplied by the
Company or any of the Relevant Group Companies (which shall include the
manufacture, sale or distribution of cigarettes, cigars, cigarette papers and
tubes, or other tobacco products) in the said 12 month period, with which
supply the Executive (or anyone reporting to the Executive) was concerned or
had confidential information about in the said period of 12 months;


 


(d)           For 6
months following Termination, in the Relevant Territory solicit or interfere
with or endeavour to entice away from the Company or any of the Relevant Group
Companies any person, firm, company or entity who was a supplier of
services/goods to the Company or any of the Relevant Group Companies which are
necessary or required for the manufacture, sale or distribution of cigarettes,
cigars, cigarette papers and tubes, or other tobacco products in the 12 months
prior to Termination and with whom the Executive (or anyone reporting to the
Executive) was concerned or had personal contact with or had confidential
information about in the said period of 12 months.


 


(e)           For 6
months following Termination, in the Relevant Territory and in competition with
the Company or any Relevant Group Companies be concerned with the receipt of
services/goods from any person, firm, company or entity which was a supplier of
services/goods to the Company or any of the Relevant Group Companies in the 12
months prior to Termination where such services/goods are identical or similar
to or in competition with those services/goods supplied to the Company or any
of the Relevant Group Companies (which shall include the manufacture, sale or
distribution of cigarettes, cigars, cigarette papers and tubes, or other
tobacco products) in the said period of 12 months and with which supply the
Executive (or anyone 


 


11

















 


reporting to the Executive) was concerned in the said
period of 12 months;


 


(f)            For 6
months following Termination, offer to employ or engage or solicit the
employment or engagement of any person who immediately prior to the date of
termination was an employee or consultant (engaged via a third party, agency or
directly) of the Company or any of the Relevant Group Companies and was employed
by or held a senior or managerial position or a position whereby he had access
to the Company’s confidential information (whether or not such person would
commit any breach of his contract of employment or engagement by reason of
leaving the service of such company); or


 


(g)           At any
time following Termination represent herself as being in any way connected with
or interested in the business of the Company or any of the Relevant Group
Companies.


 


11.2         The
period of the restrictions contained in Clause 11.1 above will be reduced by
any period the Executive spends on garden leave in accordance with Clause 3.4.


 


11.3         Each of
the obligations contained in this Clause 11.1 constitutes an entire, separate
and independent restriction on the Executive, despite the fact that they may be
contained in the same phrase and if any part is found to be unenforceable the
remainder will remain valid and enforceable.


 


11.4         While
the restrictions in Clause 11.1 are considered by the parties to be fair and
reasonable in the circumstances, it is agreed that if any such restrictions
should be adjudged to be void or ineffective for any reason but would be
treated as valid and effective if part of the wording thereof were deleted or
the periods thereof reduced or the area thereof reduced in scope, the said
restrictions shall apply with such modifications as will be necessary to make
them valid and effective.


 


11.5         The
Executive agrees that she will at the request and cost of the Company enter
into a direct agreement with any of the Group Companies under which she will
accept restrictions corresponding to the restrictions contained in Clause 11.1
(or such as will be appropriate in the circumstances) in relation to such Group
Company.


 


11.6         The
provisions of this Clause will not prevent the Executive from holding an
Investment.


 


11.7         The
Executive acknowledges that her senior position with the Company and any Group
Company gives her access to and the benefit of confidential information vital
to the continuing business of the Company and any Group Company and influence
over and connection 


 


12

















 


with the Company’s customers, suppliers, distributors,
agents, employees, workers, consultants and directors and those of any Group
Company in or with which the Executive is engaged or in contact and
acknowledges and agrees that the provisions of this clause are reasonable in
their application to her and necessary but no more than sufficient to protect
the interests of the Company and any Group Company.


 


11.8         If any
person, during the Appointment or any period during which the covenants in this
Clause apply, offers to the Executive any arrangement or contract which might
or would cause the Executive to breach any of the covenants, she will notify
that person of the terms of this clause.


 


11.9         For the
purposes of this Clause:-


 


(a)           a “Relevant
Group Company” shall mean any of the Group Companies for which the Executive
has performed services or in which she has held office or had confidential
information about during the 12 months immediately preceding Termination; and


 


(b)           “the
Relevant Territory” shall mean England, Scotland, Wales, Northern Ireland, the
Channel Islands, the Isle of Man, Eire, the Federal Republic of Germany and any
other country where the Group Companies have manufacturing operations or
significant sales (accounting for more than 1% of total turnover of Group
Companies) in the 12 months prior to Termination which shall comprise the area
constituting the market of the Company or any of the Relevant Group Companies
for products and services with which the Executive shall have been concerned in
the period of 12 months prior to Termination (which shall include the
manufacture, sale or distribution of cigarettes, cigars, cigarette papers and
tubes, or other tobacco products).


 


The Company reserves the right to make such additions
to/deletions from the list of countries constituting the Relevant Territory as
are reasonable in order to define the area constituting the relevant market at
the date of Termination and such list will be discussed by the parties and
issued to the Executive as soon as is reasonably practicable following the date
of Termination.


 


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12.           Termination
by Events of Default


 


If the Executive:


 


(a)           shall
have committed any serious breach or (after warning in writing) any repeated or
continued material breach of her obligations hereunder; or


 


(b)           in the
reasonable opinion of the Board shall have failed to perform her duties to a
satisfactory standard; or


 


(c)           shall
have been guilty of any act of dishonesty or serious misconduct; or


 


(d)           any
conduct which in the reasonable opinion of the Board tends to bring herself,
the Company or any of the Group Companies into disrepute; or


 


(e)           shall
be declared bankrupt or shall compound with her creditors; or


 


(f)            shall
become prohibited by law from being a director;


 


the Company shall be entitled (whether or
not notice of termination has been given) by written notice to terminate the
Appointment with immediate effect and without making any payment in lieu of
notice.


 


Any delay by the Company in exercising such
right to terminate shall not constitute a waiver thereof.


 


13.           Incapacity


 


13.1         If the
Executive shall be incapacitated during the Appointment by ill-health or
accident from performing her duties hereunder for a period of twelve months or
more in aggregate in any period of 24 months the Company may by written notice
to the Executive forthwith (or as from a future date specified in the notice) discontinue
payment in whole or part of the Executive’s remuneration under Clause 6 hereof
until such incapacity shall cease or (whether or not her remuneration shall
have been discontinued as aforesaid) terminate the Appointment. Subject as
aforesaid (and provided the Executive complies with the Company’s rules on
notification and evidence of absence due to illness or injury) the said
remuneration shall continue to be payable to the Executive under Clause 6
notwithstanding such incapacity but the Company shall be entitled to set off or
deduct therefrom the amount of any Statutory Sick Pay or other benefit to which
the Executive is entitled under Social Security legislation for the time being
in force.


 


14

















 


13.2         Payment
under this clause is conditional on the Executive complying with the Company’s
rules on notification and evidence of absence.


 


14.           Obligations
upon Termination


 


Upon the termination of the Appointment
howsoever arising the Executive shall:


 


14.1         At any
time or from time to time thereafter upon the request of the Company, resign
without claim for compensation from all offices held in the Company or any of
the Group Companies and from membership of any organisation acquired by reason
of or in connection with the Appointment and should she fail to do so the
Company is hereby irrevocably appointed to be the Executive’s Attorney in her
name and on her behalf to execute any document and to do any things necessary
or requisite to give effect to this sub-clause. The Executive will at the time
of executing this Agreement appoint the Company as her attorney, by executing a
power of attorney in the form set out in Schedule 2, to sign her name and do on
her behalf anything and enter into any document which may be required to make
her resignation effective;


 


14.2         Deliver
to the Board all documents (including, but not limited to, correspondence,
lists of clients or customers, notes, memoranda, plans, drawings and other
documents of whatsoever nature and all copies thereof) made or compiled or
acquired by the Executive during the Appointment and or as an employee of any
of the Group Companies prior to the commencement of the Appointment concerning
the business, finances or affairs of the Company or any of the Group Companies
or their customers.


 


15.           Reconstruction
and Amalgamation


 


If at any time the Executive’s employment
is terminated in connection with any reconstruction or amalgamation of the
Company or any of the Group Companies whether by winding up or otherwise and
the Executive receives an offer on terms which (considered in their entirety)
are not less favourable to any material extent than the terms of this Agreement
from a company involved in or resulting from such reconstruction or
amalgamation the Executive shall have no claim whatsoever against the Company
or any such company arising out of or connected with such termination and such
reconstruction or amalgamation shall not be treated as involving a change of
control.


 


16.           Notices


 


Any notice to be given hereunder shall be
in writing. Notices may be given by either party by personal delivery or post
or by fax addressed to the other party at (in the case of the Company) its
registered office 


 


15

















 


for the time being and (in the case of the
Executive) her last known address and any such notice given by letter or fax
shall be deemed to have been served at the time at which the letter was
delivered personally or transmitted or if sent by post would be delivered in
the ordinary course of post.


 


17.           Previous
Contracts


 


This Agreement is in substitution for any
previous contract of service between the Company or any of the Group Companies
and the Executive which shall be deemed to have been terminated by mutual
consent as from the commencement of the Appointment and represents the complete
agreement between the Company and the Executive. No purported variation of this
Agreement shall be effective unless it is in writing and signed by or on behalf
of each of the parties.


 


18.           Third
Parties


 


Unless expressly provided in this
Agreement, no term of this Agreement is enforceable pursuant to the Contracts
(Rights of Third Parties) Act 1999 by any third party.


 


19.           Data
Protection


 


The Executive consents to the holding and
processing by the Company or any other Group Company of personal data
(including, where appropriate, sensitive personal data) relating to the
Executive for the purposes of personnel, pensions or share plan administration,
employee management or compliance with any laws or regulations applicable to
the Company, any Group Company or its or their business.


 


20.           Proper
Law


 


This Agreement shall be governed and
construed in all respects in accordance with English law.


 


21.           Construction


 


21.1         The
headings in this Agreement are inserted for convenience only and shall not
affect its construction.


 


21.2         Any
reference to a statutory provision shall be construed as a reference to any
statutory modification or re-enactment thereof (whether before or after the
date hereof) for the time being in force.


 


16

















 


22.           Statutory
Information and the Schedule


 


The Schedule hereto (in addition to this
Agreement) constitutes a written statement as at the date hereof of the terms
of employment of the Executive in compliance with the provisions of the
Employment Rights Act 1996; it does not form part of the contract of employment
and may be varied by the Company by notice in writing to the Executive of any
changes applicable to his employment.


 


	
  Executed and Delivered by
  the said

  	
  )

  	
   

  
	
  Alison
  Jane Cooper

  	
  )

  	
   

  
	
  in the
  presence of:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Executed and Delivered by
  the said

  	
  )

  	
   

  
	
  Imperial
  Tobacco Group PLC

  	
  )

  	
   

  
	
  by the
  signatures of a Director

  	
  )

  	
   

  
	
  and the
  Secretary:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Secretary

  
						



 


17
















 


Schedule 1


 


1.             The
Executive has been continuously in the employment of the Company (including
reckonable service with any of the Group Companies) since 8 March 1999.


 


2.             Rate
of Remuneration and the intervals at which it is paid are contained in Clause 6.


 


3.             There
are no specific terms and conditions relating to hours of work except as
provided in Clause 3.1


 


4.             The
terms and conditions relating to holidays are contained in Clause 4 and those
relating to sickness are contained in Clause 13.


 


5.             Particulars
as to the length of notice to terminate are contained in Clause 2.


 


6.             Particulars
as to the work for which the Executive is employed are contained in Clause 3.


 


7.             Subject
to Clause 3.2 the Executive’s principal place of work at the date of this
Schedule is the Company’s offices at P O Box 244, Upton Road, Bristol. BS99
7UJ.


 


8.             Dismissal
and disciplinary procedure – the Company expects
the highest standards of performance and conduct from the members of its Board.
If the Executive is subject to a disciplinary process the Company will set out
the reasons for the proposed disciplinary action in writing, the Executive will
then be invited to attend a meeting to discuss the same at which she shall have
the right to be accompanied by another employee or a trade union representative.
The Executive shall have the right to appeal against any disciplinary decision
taken at that meeting.


 


9.             Grievance
procedure – if the Executive seeks to redress any
grievance relating to her employment, she should raise this in the first
instance in writing with the Chief Executive. If the matter is not
satisfactorily resolved, the Executive may then appeal to the Board.


 


10.           A
contracting-out certificate is in force in respect of the Executive’s
employment.


 


11.           Details
of the Executive’s work outside the UK are contained in Clause 3.2.


 


12.           There
are no collective agreements which are applicable to the Appointment.


 


18

















 


SCHEDULE 2


 


POWER OF ATTORNEY


 


By this Power of Attorney made on 1st July
2007, I, Alison Jane Cooper of 6 Stoke Paddock Road,
Stoke Bishop, Bristol BS9 2DJ (“the Executive”) in accordance with
the terms of my service agreement (the Service Agreement)
with Imperial Tobacco Group PLC (the Company) dated today HEREBY APPOINT the Company to act as my
attorney with authority in my name or otherwise and on my behalf (so that words
and expressions defined in the Service Agreement shall have the same meaning
herein):


 


(a)           During
the Appointment or after it has terminated, to do any thing and sign or execute
in whatever manner required any document, contract or deed as it may in its
absolute discretion deem to be required


 


(i)            for
the purpose of giving effect to Clause 10.3 and/or Clause 3.4(h) of the Service
Agreement, and/or


 


(ii)           under
the constitution of the Company and each Group Company to make my resignation
as a director from those companies effective; and


 


(b)           To
appoint any substitute and to delegate to that substitute all or any powers
conferred by this Power of Attorney.


 


I declare that this Power of Attorney,
having been given by me to secure my obligations under each of Clause 10 and
Clause 14 of the Service Agreement, shall be irrevocable in accordance with
section 4 of the Powers of Attorney Act 1971.


 


IN WITNESS whereof this Power of Attorney has been duly executed as a deed and
has been delivered on the date which first appears above.


 


	
  EXECUTED as
  a deed by

  	
  )

  
	
  Alison Jane Cooper

  	
  )

  
	
  in the
  presence of:

  	
  )

  
	
   

  	
   

  
	
  Witness

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


1

















 


13th September 2007


 


Mr D Cresswell


Manufacturing Director


Imperial Tobacco Group PLC


PO Box 244


Upton Road


Bristol


BS99 7UJ


 


Dear David


 


Executive Directors’ Salary Review


 


On behalf of the Remuneration Committee, I
have been asked to advise you that at its meeting on 3rd September 2007,
following a review of the Company’s current remuneration arrangements for
Executive Directors, it was agreed that your salary be increased to £405,000
per annum, with effect from 1 October 2007.


 


 


Yours sincerely


 


 


M R Phillips


Secretary of the Remuneration Committee


 

















 


13th September 2007


 


Mrs A Cooper


Corporate Development Director


Imperial Tobacco Group PLC


PO Box 244


Upton Road


Bristol


BS99 7UJ


 


Dear Alison


 


Executive Directors’ Salary Review


 


On behalf of the Remuneration Committee, I
have been asked to advise you that at its meeting on 3rd September 2007,
following a review of the Company’s current remuneration arrangements for
Executive Directors, it was agreed that your salary be increased to £425,000
per annum, with effect from 1 October 2007.


 


Also, I am very pleased to inform you that
following the increase to your annual salary on October 1st 2007,
your annual Pension Supplement payment will increase to £28,515 from October
1st. This will be paid in monthly instalments.


 


 


Yours sincerely


 


 


M R Phillips


Secretary of the Remuneration Committee


 

















 


13th September 2007


 


Mr G Blashill


Sales and Marketing Director


Imperial Tobacco Group PLC


PO Box 244


Upton Road


Bristol


BS99 7UJ


 


Dear Graham


 


Executive Directors’ Salary Review


 


On behalf of the Remuneration Committee, I
have been asked to advise you that at its meeting on 3rd September 2007,
following a review of the Company’s current remuneration arrangements for
Executive Directors, it was agreed that your salary be increased to £420,000
per annum, with effect from 1 October 2007.


 


 


Yours sincerely


 


 


M R Phillips


Secretary of the Remuneration Committee


 

















 


13th September 2007


 


Mr G Davis


Chief Executive


Imperial Tobacco Group PLC


PO Box 244


Upton Road


Bristol


BS99 7UJ


 


Dear Gareth


 


Executive Directors’ Salary Review


 


On behalf of the Remuneration Committee, I
have been asked to advise you that at its meeting on 3rd September 2007,
following a review of the Company’s current remuneration arrangements for
Executive Directors, it was agreed that your salary be increased to £938,800
per annum, with effect from 1 October 2007.


 


 


Yours sincerely


 


 


M R Phillips


Secretary of the Remuneration Committee


 

















 


13th September 2007


 


Mr R Dyrbus


Finance Director


Imperial Tobacco Group PLC


PO Box 244


Upton Road


Bristol


BS99 7UJ


 


Dear Bob


 


Executive Directors’ Salary Review


 


On behalf of the Remuneration Committee, I
have been asked to advise you that at its meeting on 3rd September 2007,
following a review of the Company’s current remuneration arrangements for
Executive Directors, it was agreed that your salary be increased to £575,000
per annum, with effect from 1 October 2007.


 


Also, I am very pleased to inform you that
following the increase to your annual salary on October 1st 2007,
your annual Pension Supplement payment will increase to £201,250 from October
1st. This will be paid in monthly instalments.


 


 


Yours sincerely


 


 


M R Phillips


Secretary of the Remuneration Committee