Exhibit
4(c)(ii)

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|SIX
        CONTINENTS PLC     |            | Telephone:                     | +44
        (0)20 7409 1919 | 
|------------------------------ | ---------- | ------------------------------ | --------------------------- | 
|20 North Audley
        Street | Facsimile: | +44 (0)20 7409
           8507
|London                         |            |                               
|W1K 6WN                       
|                              
|www.sixcontinents.com         
|                              

12thFebruary 2003

Richard North 
  8 St. Simon's Avenue 
  London 
  SW15 6DU

Amendment
  to Service Agreement

Dear Richard

This letter (the“Letter
  Agreement”)sets
  forth our agreement concerning the terms of an amendment to the Service Agreement
  dated 19 October 1994 as amended (the“Service
  Agreement”)between
  you and Six Continents Plc (the “Company”). Capitalized terms that are not otherwise
  defined in this Letter Agreement shall have the meanings assigned to them in
  the Service Agreement. Also references in this letter to the “Demerger Contract”
  means the Service Contract between you and the Company dated 12 February 2003
  that is conditional upon Demerger as defined in that Contract.

|1 | Purpose
      of Amendment                                                                                                                                                                                                                                                                                                                                                                                                                                             
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  | You
      and the Company acknowledge and agree that this Letter Agreement is being
      entered into in contemplation of the impending demerger of the hotels and
      retail businesses of the Company contemplated in the Company's announcement
      of 1 October 2002 (the “Separation”).                                                                                                                                                                      
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2 | Effectiveness
      of this Letter Agreement                                                                                                                                                                                                                                                                                                                                                                                                                           
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  | This
      Letter Agreement shall become effective as of the date on which a copy of
      the UK court order approving the scheme of arrangement effecting the Separation
      is delivered to the Registrar of Companies in England and Wales and registered
      by such Registrar (the“Effective
      Date”).In
      the event that the Separation does not take place this Letter Agreement
      shall automatically become void and without force or effect.
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

|Six Continents
        PLC
        Registered in England Number 913450
        Registered office: 20 North Audley Street London W1K 6WN | 
|--------------------------------------------------------------------------------------------------------------------------------------- | 

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|3 | No
      change of Control or Constructive Termination                                                                                                                                                                                                                                                                                                                                                                                                                                     
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  | You
      hereby acknowledge and agree that the Separation will not be regarded as
      a “change of control” as such term is used in Clause 13 of the Service Agreement
      as amended by a letter dated 25 April 2000 between you and the Company.
      In addition, you acknowledge and agree that the changes to the management
      structure of the Company as a result of, or in connection with, the Separation
      will not be or be deemed to be a constructive dismissal.
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4 | Continuing
      Effect of the Service Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  | The
      Service Agreement shall continue in full force and effect as amended herein.                                                                                                                                                                                                                                                                                                                                                                                                     
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5 | No
      Separation                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  | If Separation
      does not happen before 31 December 2003 then as provided in Clause 1 of
      the Demerger Contract, the Demerger Contract shall terminate on 31
      December 2003 without liability on the part of the Company or you. In this
      event your terms and conditions of employment would continue to be governed
      by your existing terms and conditions of employment.                                                                                         
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|6 | Counterparts                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  | This
      Letter Agreement may be executed by the parties hereto in counterparts,
      each of which shall be deemed an original, but both such counterparts shall
      together constitute one and the same document.                                                                                                                                                                                                                                                                  
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7 | Headings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  | The
      headings contained in this Letter Agreement are intended solely for convenience
      of reference and shall not affect the rights of the parties to this Letter
      Agreement.                                                                                                                                                                                                                                                                                                
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8 | Governing
      Law                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  | This
      Letter Agreement is governed by and shall be construed in accordance with
      English Law.                                                                                                                                                                                                                                                                                                                                                                                    
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            



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Please sign and return
  to the Company the enclosed copy of this Letter Agreement to acknowledge your
  acceptance of its terms.



|Witness Name       | Gwen Brookes    
|------------------ | ----------------
|                   |                 
|Witness Occupation | Secretary       
|                   |                 
|Witness Address    | 19B Melrose Road
|                   | London          
|                   | SW18 1ND        
|                   |                 



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|THISAGREEMENT is made on the 12th of February 2003 BETWEEN SIX CONTINENTSPUBLIC LIMITED
       COMPANY whose registered office is situated at 20 North Audley Street,
      London,
      W1K 6WN (hereinafter called “the Company”) of the first part
      and RICHARD  NORTH of 8 St. Simon’s Avenue, Putney, London, SW15 6DU (hereinafter
      called “the Executive”) of the second part.
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                
|Words
      importing the singular include the plural and vice versa, words importing
      the gender include every gender and references to persons include bodies
      incorporate and unincorporate.                                                                                                                                                                                       

NOW IT IS HEREBY
     AGREED as follows:

|1. | 1.1     This
      Agreement will be conditional on the happening of the Demerger.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | 1.2The
      Demerger Date shall be the effective date of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | 1.3If
      Demerger Date has not happened by 31 December 2003 thisAgreement shall terminate on that date without liability on either party.                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | 1.4For
      the purposes of this Clause 1:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | “Demerger
      Date”means
      the date on which, as part of the demerger of the Six Continents Group,
      the ordinary shares in InterContinental Hotels Group PLC are admitted (i)
      to the Official List of the UK Listing Authority in accordance with paragraph
      7.1 of the Listing Rules and (ii) to trading on the London Stock Exchange
      plc and“Demerger”shall
      be construed accordingly; and                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | “UK
      Listing Authority”means
      the Financial Services Authority in its capacity as competent authority
      under the Financial Services and Markets Act 2000.                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2. | The
        Company will employ the Executive and the Executive will serve the Company
        as Chief Executive of InterContinental Hotels Group PLC and the Executive
        shall perform the duties and exercise the powers which may from time
        to
      time be reasonably assigned to or vested in him by the 
      Directors
      of InterContinental Hotels Group PLC or a duly authorised committee thereof
      (hereinafter called “the Board”)
      including such duties and powers in relation to any Associated Company
      (as hereinafter defined)
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

1

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | of
      the Company (hereinafter together with the Company called “the Group” and
      the expression “Group Company” shall mean a member of the Group) as the
      Board shall reasonably cause to be assigned to or vested in him.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3. | 3.1     This
      Agreement shall, subject to the provisions for earlier termination herein
      contained, continue until terminated at any time by:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | With
      reference to sub-Clauses 3.1.1 and 3.1.2 the Company shall have the absolute
      discretion to waive the requirement for the Executive to work during his
      notice period for a maximum period of six months and the Executive agrees
      that during any period in which the Company has waived this requirement
      (a“Garden Leave Period”)he
      shall undertake such work as the Company may from time to time reasonably
      require of him and shall not, unless required by the Company, enter or attend
      the premises of the Company or any other Group Company or contact or have
      any communication with any employee, officer, director, agent or consultant
      of the Company or any other Group Company in relation to the business of
      the Company or any other Group Company. The Company agrees that at the end
      of the Garden Leave Period it will not require the Executive to return to
      work for the remainder of his notice period.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 3.2
           The Executive’s employment within the Group
      began on 1 September 1994 and such previous employment shall be treated
      as part of the Executive’s continuous employment with the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4. | Initially
      it is envisaged that the Executive will work at 20, North Audley Street
      as above but the Executive shall work at such location or locations as shall
      be necessary or convenient for the performance of his duties pursuant to
      Clause 2 provided that such location is within a radius of 30 miles ofWindsor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5. | 5.1     The
        Executive’s employment is subject to the Terms and Conditions of Employment
        contained in the Employee Handbook, of which the Executive hereby acknowledges
        he has a full knowledge and understanding. Copies of this document may
        be
      obtained from Human                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

2

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Resources.
      The Company undertakes that any changes in such terms and conditions shall
      be updated in the Handbook.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 5.2In
      the event of any conflict arising between this Agreement and the Memorandum
      of Terms and Conditions of Employment contained in the Handbook the terms
      of this Agreement shall prevail.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 5.3Details
      of disciplinary and grievance procedures are contained in the Handbook.
      The Executive should apply to his immediate manager if he is dissatisfied
      with any disciplinary decision relating to him. If during thecourse
      of employment the Executive should have any grievance in connection with
      that employment, he should in the first instance raise it with his immediate
      manager. In both cases applications must be in writing giving sufficient
      detail to enable proper consideration of each case.                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6. | 6.1     Subject
      to the Company’s right to suspend the Executive under sub-Clauses 3.1 and
      16.10, the Executive shall unless prevented by ill-health throughout the
      said term devote the whole of his working time under this Agreement, attention
      and abilities to the business of the Group except as provided in sub-Clause
      6.2 below and shall obey the reasonable and lawful orders from time to time
      of the Board and in all respects conform to and comply with the directions
      and requests made by the Board and shall well and faithfully serve the Group
      and use his best endeavours to promote the interests thereof.                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 6.2The
      Executive shall not without the consent of the Company (such consent not
      to be unreasonably withheld) be directly or indirectly engaged or concerned
      or interested in any other business (which consent may be given subject
      to such terms or conditions which the Company may require, the breach of
      which shall be deemed to be a breach of this Agreement). This sub-clause
      shall also apply to any other activity during hours in which the Executive
      would not normally be engaged in duties on the Company’s behalf. However,
      the Executive may be the holder of not in excess of five (5) per cent, of
      the outstanding voting shares of any publicly traded company.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 6.3The
      Executive shall be entitled to purchase goods or services from the companies
      within the Group with the benefit of such discounts and commissions as are
      from time to time authorised by the Hotels Executive Committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 6.4As
      soon as reasonably practicable after the Executive becomes aware of any
      wrongdoing by any employee of any Group Company where                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

3

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | the
      Executive reasonably concludes that the wrongdoing is sufficiently serious
      the Executive will bring the wrongdoing to the attention of the Hotels Executive
      Committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7. | 7.1     Subject
         as hereinafter provided the Executive shall during the continuance of
        this
      Agreement be remunerated for his services under this Agreement (inclusive
         of any remuneration to which he may be entitled as an officer of the
        Company
      or any company within the Group) by the payment of an annual gross salary
         of £600,000 per annum (or such higher amount as may be agreed
         between  the Board and the Executive) payable 4-weekly in arrears. In
         the event of
      any increase of salary being so agreed the increase shall thereafter have
          effect as if it were specifically provided for as a term of this Agreement.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 7.2     Any
      advance of a cash float to cover business expenses or an advance of pay
      which has not been recovered will be repayable by the Executive in the event
      of the termination of this employment. Any moneys repayable will be deducted
      from the outstanding final salary payment or holiday pay and any shortfall
      will be recoverable from the Executive.                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8. | In
      addition to the said fixed salary the Executive shall be reimbursed by the
      Company such travelling general and entertainment expenses as shall properly
      be incurred by and properly claimed by him and vouched for in connection
      with the Group’s business.                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9. | The
         Executive shall be entitled throughout the term of this Agreement to
        the
      following benefits:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 9.1     Use
      of a suitable motor car as approved by the Company for use in connection
      with the performance of his duties and for his own personal and private
      use, all costs to be borne by the Company except fuel costs incurred during
      holidays outside the United Kingdom.                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The
      Executive is to ensure that the motor car is at all times in a proper state
      and has a current MOT Test Certificate and that in connection with its use
      he shall at all times observe Company car user guidelines and be the holder
      of a proper driving licence.                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 9.2     Membership
      of the following Group schemes on such terms as are from time to time in
      force:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 9.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

4

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 9.3     Payment
      by the Company of up to two subscriptions to recognised professional bodies
      where such professional body is directly related to the Executive’s current
      job or to his normal professional skill.                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10. | 10.1     The Executive shall be entitled to five
       weeks’ holiday in each year atsuch
        time or times as may be agreed between him and the Company and shall
       also
      be entitled to all relevant Public and Bank Holidays in England and Wales.                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | Holidays
      are earned on a monthly pro-rata basis by reference to the current holiday
      year. Holiday pay is based upon the gross salary of the Executive payable
      pursuant to sub-Clause 7.1 above. In the event that the Executive does not
      take 5 weeks holiday in any year, whatever the reason, he shall not be entitled
      to receive pay in lieu of holidays not taken. If the Executive leaves the
      Company he may receive payment for any pro-rata holiday entitlement earned
      but not taken for the current holiday year.                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 10.2     The
      Executive will be required to work a minimum of 35 hours per week and such
      additional hours as the requirements of his duties dictate. There shall
      be no normal working hours and there shall be no entitlement to additional
      remuneration for any additional work undertaken by the Executive except
      and to the extent such remuneration may have been agreed between him and
      the Board.                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|11. | 11.1     The Executive may during his employment
      have access to information about the business and finances of the Company
      and of each Associated Company and customers of the Company or any Associated
      Company and its and their dealings, transactions, affairs, plans and proposals,
      all of which information is or may be secret or confidential andimportant
      to the Company and its Associated Companies and any such customers. In this
      Agreement such information is called “Confidential Information” and
      includes, without limitation, confidential or secret information relating
      to:-
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

5

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                        
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 11.1.3     finances;                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 11.1.4     prices;                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 11.1.5     business,
      financial, marketing, development or manpower plans;                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 11.1.6customer
      lists or details;                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 11.1.7computer
      systems and software;                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 11.1.8know-how
      or other matters connected with the products or services manufactured, marketed,
      provided or obtained by theCompany
      or its Associated Companies or any such customers.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                        
| | 11.2     The
      Executive shall not without the prior written consent of the Company other
      than in the proper performance of his duties either during his employment
      or at any time after its termination:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 11.2.1disclose
      to any person (except to those authorised by the Company to know), or                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 11.2.2use
      for his own purposes or for any purposes other than those of the Company,
      or                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 11.2.3through
      any failure to exercise all due care and diligence, cause or permit any
      unauthorised disclosure of,                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | any
      Confidential Information save that these restrictions shall cease to apply
      to information which (otherwise than through the default of the Executive)
      becomes available to the public generally.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                        
| | 11.3     All
      notes, memoranda, papers, documents, correspondence and writing (which shall
      include information recorded or stored in writing or on magnetic tape or
      disc or otherwise recorded or stored for reproduction whether by mechanical
      or electronic means and whether or not such reproduction will result in
      a permanent record being made) which from time to time may be in the possession
      of the Executive (whether made by the Executive or not) relating to the
      business of the Company or its Associated Companies shall be and remain
      the property of the Company or Associated Company to whose business they
      relate and shall be delivered by the Executive to the Company or Associated
      Company to which they
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                        

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | belong
      immediately upon request and in any event upon termination of the Executive’s
      employment and the Executive shall not make or keep any copies or extracts
      of such notes, memoranda, records, papers, documents, correspondence and
      writing.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 11.4The
      provisions of sub-Clauses 11.1, 11.2 and 11.3 shall apply mutatis mutandis
      in relation to each of the companies within the Group to trade secrets or
      confidential information which the Executive may have received or obtained
      while in the service of the Company and the Executive will upon the request
      of any such company enter into a separate agreement or undertaking with
      such company to the like effect.                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 11.5Nothing
      in this Agreement will prevent the Executive from making a “protected disclosure”
      in accordance with the provisions of the Employment Rights Act 1996.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|12. | Where
      deemed necessary by the Company or statute, the Executive should at all
      times during the period of his employment with the Company (hereinafter
      called “the Employment”) maintain his membership, where appropriate, of
      all professional, trade and other bodies necessary for the full performance
      of his duties hereunder.                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|13. | 13.1     If
      the Executive (whether alone or with others) shall at any time during the
      period of the Employment make an invention (whether or not patentable)
      within the meaning of the Patents Act 1977 (hereinafter called “Invention”)
      relating to or capable of being used in the business of the Company or
      any other member of the Group he shall promptly disclose to the Company
      full details thereof to enable the Company to assess the Invention and
      to determine whether under the applicable law the Invention is the property
      of the Company provided that any Invention which does not belong to the
      Company shall be treated as confidential by the Company.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 13.2     If
      any Invention belongs to the Company or any Associated Company the Executive
      shall consider himself as a trustee for the Company or any Associated Company
      (as the case may be) in relation to each such Invention and shall, at the
      request and expense of the Company, do all things necessary to vest all
      right, title and interest in any such Invention in the Company or any Associated
      Company (as the case may be) or its nominee absolutely as legal and beneficial
      owner and to secure and preserve full patent or other appropriate forms
      of protection therefore in any part of the world.                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 13.3If
         any Invention does not belong to the Company or any Associated Company,

      the Company shall have the right to acquire for itself or its nominee the
         Executive’s rights therein within three months after disclosure
         pursuant  to sub-Clause 13.1 on fair and reasonable terms to be agreed
         or in default
      of agreement within one month to be acquired at a price to be determined
          by a single expert to be nominated in default of agreement, at the
         request
      of either the Company or the Executive, by the President for the time being
          of the Chartered Institute of Patent Agents or in default by the Courts.                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 13.4If
      the Executive (whether alone or with others) shall at any time during the
      period of the Employment create or make any discovery, design or other work
      (whether registerable or not and whether or not a copyright work), which
      is not an Invention or made or created by the Executive and wholly unconnected
      with the Employment (hereinafter called “Works”), the Executive shall forthwith
      disclose to the Company full details thereof and shall consider himself
      as a trustee for the Company in relation to all such Works. The Executive
      shall at the request and expense of the Companyexecute
      and do all instruments and things necessary to vest all right, title and
      interest in and to any such Works in the Company or its nominee absolutely
      as legal and beneficial owner.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 13.5In
      consideration of the Company entering into this Agreement the Executive
      hereby assigns to the Company by way of assignment of future copyright the
      copyright, design and other proprietary rights if any for the full term
      thereof throughout the world in respect of all copyright works created or
      made by the Executive during the period of the Employment (except only those
      copyright works created or made by the Executive and wholly unconnected
      with the Employment).                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 13.6If
      the Executive (whether alone or with others) shall at any time during the
      period of the Employment generate any idea, method or information relating
      to the business, finances or affairs of the Company or capable of use by
      the Company which is not an Invention or Works (hereinafter called “Information”)
      he shall promptly disclose to the Company full details thereof and the Executive
      acknowledges such Information belongs to the Company.                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 13.7The
      Executive hereby irrevocably waives any rights the Executive may have under
      Chapter IV (moral rights) of Part I of the Copyright, Designs and Patents
      Act 1988 and any foreign corresponding rights in respect of all Works.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

8

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|    |                                                                                                                                                                                                                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 13.8     Rights
      and obligations under Clause 13 shall continue in force after the termination
      of this Agreement in respect of each Invention, Works and Information and
      shall be binding upon the representatives of the Executive.                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                       
|14. | If
      the Executive shall unreasonably have refused or failed to agree or accept
      employment which is (a) suitable for him having regard to his status and
      responsibilities and (b) is offered to him on terms (whether financial or
      otherwise) no less favourable to him than the terms currently in effect
      under this Agreement either by:
|    |                                                                                                                                                                                                                                                                                                                                                                       
|    | (a)                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                       
|    | (b)                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                       
|    | (c)                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                       
|    | (d)                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                       
|    | then
      the Executive shall have no claim against the Company by reason of the subsequent
    termination of this Agreement.                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                       
|15. | The
      Executive may be required by the Company at any time to undergo an appropriate
      medical examination as determined by a doctor appointed by the Company.                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                       
|16. | 16.1     The
      appointment of the Executive hereunder shall be subject to termination by
      the Company at the latter’s absolute discretion:-                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                       

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | written
      warning) any breach of his obligations hereunder (whether expressed or implied)
      or shall have been guilty of conduct which has brought himself or anycompany
      within the Group into disrepute or shall have been bankrupted or compounded
      with his creditors generally.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                       
| | 16.2If
      the Executive shall be incapacitated as referred to in sub-Clause 16,1.1
      he shall receive the full amount of his salary hereunder and all other benefits
      to which he is entitled during the first six months or any shorter period
      during which he shall be incapacitated and thereafter during the continuance
      of his employment he shall receive one half of his salary. The Board may
      require the Executive to furnish satisfactory medical evidence of such incapacity
      and the cause thereof.                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                       
| | 16.3In
      the case of termination under sub-Clause 16.1 the Company shall have the
      absolute discretion to waive the requirement for the Executive to work during
      his notice period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 16.4The
         Executive’s office as a director of InterContinental Hotels Group
      PLC or any other Group Company is subject to the Articles of Association
      of the
      relevant company (as amended from time to time). If the provisions of this
      Agreement conflict with the provisions of the Articles of Association,
      the
      Articles of Association will prevail but without prejudice to any rights
      the Executive has or may have to compensation under this Agreement or otherwise.                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 16.5     The
        Executive must resign from any office held in any Group Company (other
        than
      as a director of InterContinental Hotels Group PLC) if he is asked to do
      so by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 16.6If
      the Executive does not resign as an officer of a Group Company, having been
      requested to do so in accordance with sub-Clause 16.5, the Company will
      be appointed as his attorney to effect his resignation. By entering into
      this Agreement, the Executive irrevocably appoints the Company as his attorney
      to act on his behalf to execute any document or do anything in his name
      necessary to effect his resignation in accordance with sub-Clause 16.5.
      If there is any doubt as to whether such a document (or other thing) has
      been carried out within the authority conferred by this sub-Clause 16.6,
      a certificate in writing (signed by any director or the secretary of the
      Company) will be sufficient to prove that the act or thing falls within
      that authority.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 16.7     The
        termination of any directorship or other office held by the Executive
        (other
      than his directorship of InterContinental Hotels Group PLC) will not terminate
        the Executivecs employment or amount to a breach of terms of this Agreement
      by the Company.                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 16.8During
      his employment the Executive will use his best endeavours to avoid any act
      or omission which could cause him to be disqualified from continuing to
      act as a director of any Group Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 16.9     The
        Executive must not, during the period of his employment under this Agreement,
        resign his office as a director of any Group Company without the consent
        of InterContinental Hotels Group PLC (such consent not be unreasonably
        withheld)
      except that if the Executive has reasonable cause he may resign his office
        as a director of any Group Company which is not InterContinental Hotels
        Group PLC or, a subsidiary of InterContinental Hotels Group PLC (as defined
        in section 735 of the Companies Act 1985) or a company falling within
        the
      terms of Clause 20.2 or Clause 20.3 hereof.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 16.10Without
      prejudice to the Executive’s right to remuneration and other benefits hereunder
      if the Executive is suspected of gross misconduct, the Company shall have
      the right at any time to require the Executive not to attend at any place
      of work or otherwise to suspend the Executive from the performance of any
      duties under this Agreement and during the period of such suspension the
      Company may assign his duties, titles, or powers to another. The Company
      undertakes to conduct the investigation into any such misconduct expeditiously
      and inform the Executive regularly as to its progress.                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|17. | The expiration
      or determination of this Agreement for any reason shall not affect the obligations
      entered into hereunder on the part of the Executive and expressed to operate
      or have effect thereafter.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|18. | 18.1     In
      this Clause 18 the expressions below have the meaning ascribed to them respectively
      below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | “Competing
           Enterprise” shall mean any person, corporation, partnership,
      venture or other entity (“entity”) which engages either
      (i) in the business of managing, franchising, running, leasing, owning
      or
      joint venturing at least 50 hotels,
      or (ii) which purchases or take options on hotel rooms (“hotel booking”)
       and in the case of (i) and (ii) the entity’s shares are publicly traded
        and such entity has a market capitalisation of not less than one billion

      pounds sterling (for these purposes “market capitalisation” shall
       be the aggregate market value of the ordinary shares of the entity); 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

11

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | “Garden
      Leave Period”has
      the meaning given in sub-Clause 3.1;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | “Relevant
      Period”means
      the period of six months beginning with the date the Executive’s employment
      terminates but reduced by one day for each day of a Garden Leave Period;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | “Restricted
           Activities”means
      executive, managerial, directorial, administrative, strategic, business
      development or supervisory responsibilities and activities relating to
      all
      aspects of hotel ownership, hotel management, hotel franchising, hotel
      joint-venturing or hotel booking but excluding (a) the Executive’s
      employment by a unit
      of a Competing Enterprise which unit is not itself engaged in Restricted
      Activities, so long as the Executive’s duties and responsibilities
      with respect to such employment are limited to the business of such unit,
      or
      (b) the Executive’s employment by an entity which includes a Competing
      Enterprise where such Competing Enterprise produces revenues that account
      for less
      than 5% of the gross revenues of the entity and such Competing Enterprise
      is not a material part of the Executive’s responsibilities.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 18.2     The
      Executive agrees that during the Relevant Period he will not without the
      prior written consent of the Company:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (i)     become
      associated with or engage in any Restricted Activities with respect to any
      Competing Enterprise whether as officer, employee, principal, partner, agent,
      executive, independent contractor or shareholder (other than as a holder
      of not in excess of 5% of the outstanding voting shares of any publicly
      traded company); and                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (ii)     solicit
        or attempt to solicit for employment with or on behalf of any corporation,
        partnership, venture or other business entity, any person who was a band
        4 level or above employee of the Company or any other Group Company (including
        for this purpose any General Manager of any hotel owned by the Company
        or
      any other Group Company) and with whom the Executive had contact or dealings
        in performing the duties of his employment at any time during the period
        of 12 months ending on the date the Executive’s employment terminated.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 18.3     The
      Executive agrees that each of the paragraphs contained in sub-Clause 18.2
      above constitute an entirely separate and independent covenant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | on his
      part and the validity of one paragraph shall not be affected by the validity
      or unenforceability of another.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 18.4The
      Executive agrees that he will at the request and cost of the Company enter
      into a direct agreement or undertaking with any Group Company whereby he
      will accept restrictions and provisions corresponding to the restrictions
      and provisions contained in sub-Clauses 18.1(i), and 18.2(ii) above (or
      such of them as may be reasonable and appropriate in the circumstances)
      in relation to such activities and such areas and for such a period as such
      company may reasonably require for the protection of its legitimate interests
      but provided that the duration of such restrictions and provisions are no
      greater than the Relevant Period.                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 18.5The
      Executive agrees that having regard to the facts and matters set out above
      the restrictive covenants contained in this Clause 18 are necessary for
      the protection of the business and confidential information of the Company
      and other Group Companies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 18.6The
        Executive and the Company agree that while the restrictions imposed in
        this
      Clause 18 are considered necessary for the protection of the Company and
        other Group Companies it is agreed that if any one or more of such restrictions
        shall either taken by itself or themselves together be adjudged to go
        beyond
      what is reasonable in all the circumstances for the protection of the Company’s
      or any Group Company’s legitimate interest but would be adjudged
      reasonable if any particular restriction or restrictions were deleted or
      if any part
      or parts of the wording thereof were deleted, restricted or limited in
      a
      particular manner then the said restrictions shall apply with such deletions,
      restrictions or limitations as the case may be.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|19. | 19.1     Upon
      termination of this Agreement howsoever arising the Executive will resign
      without claim for compensation from all offices (including directorships)
      held in any company within the Group (but without prejudice to any claim
      for compensation the Executive has or may have under this Agreement or otherwise)
      and will authorise the Company to appoint a person to execute any such resignation
      in his name.                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 19.2     All
         equipment, records, papers and documents kept or made by or supplied
        to
      the Executive relating to the business of the Group shall be and remain
         the property of the Group and on the termination of the Executive’s
         employment  hcreunder shall so far as they are in his possession be
         delivered up to
      the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|20. | ‘Associated
         Company’ is defined as any company which for the time being is:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | 20.1a
      company having an ordinary share capital (as defined in section 832 of the
      Income and Corporation Taxes Act 1988) of which not less than 10 per cent
      is owned directly or indirectly by the Company applying the provisions of
      section 838 of the Income and Corporation Taxes Act 1988 in the determination
      of ownership; and/or                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | 20.2a
      holding company (as defined in section 736 of the Companies Act 1985) of
      the Company; and/or                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | 20.3a
      subsidiary (as defined in section 736 of the Companies Act 1985) of any
      such holding company other than the Company; and/or                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | 20.4any
      other company on behalf of which the Executive carries out duties at the
      request of the Company; and/or                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | 20.5any
      other company to which any company in the Group renders managerial or administrative
      services in the ordinary course of its business.                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|21. | Notices
      may be given by either party by first class recorded delivery letter addressed
      to the other party at (in the case of the Company) its registered office
      for the time being and (in the case of the Executive) his last known address
      and any such notice shall be deemed to have been given at the time at which
      the letter would be delivered in the ordinary course of first class post.                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|22. | To the extent
      permitted by law, no person other than the parties to this Agreement and
      the Group shall have the right to enforce any term of this Agreement under
      the Contracts (Rights of Third Parties) Act 1999. For the avoidance of doubt,
      save as expressly provided in this clause the application of the Contracts
      (Rights of Third Parties) Act 1999 is specifically excluded from this Agreement,
      although this does not affect any other right or remedy of any third party
      which exists or is available other than under this Act.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|23. | This Agreement
      shall be governed by and interpreted in accordance with English law and
      the parties hereby agree to submit to the exclusive jurisdiction of the
      English Courts.                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

14

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|                                                                                |                 
|------------------------------------------------------------------------------- | ----------------
|AS
      WITNESS the hands of the parties the day and year first before written
|                                                                                |                 
|                                                                                |                 
|                                                                               
|                                                                                |                 
|Witness Name                                                                    | Gwen Brookes    
|                                                                                |                 
|Witness Occupation                                                              | Secretary       
|                                                                                |                 
|Witness Address                                                                 | 19B Melrose Road
|                                                                                | London          
|                                                                                | SW18 1ND        
|                                                                                |                 

15

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| |                                                                                                            
| | -----------------------------------------------------------------------------------------------------------
| | InterContinental Hotels
        Group PLC 
      67 Alma Road
      Windsor 
      Berkshire 
      SL4 3HD
| |                                                                                                            
| | 17th November
        2003                                                                                 

Mr Richard North 
  8 St. Simon's Avenue
  Putney 
  London
  SW15 6DU

Dear Mr North

InterContinental Hotels Group
      PLC (the “Company”)

Subject to the provisions of
    and so far as may be consistent with the Companies Act 1985 as amended by
    the Companies Act 1989, the Uncertificated Securities Regulations 2001 and
    every other statute for the time being in force concerning companies and
    affecting the Company, the Company hereby agrees that you shall be indemnified
    by the Company out of the Company's own funds against and/or exempted by
    the Company from all costs, charges, losses, expenses and liabilities incurred
    by you in actual or purported execution and/or discharge of your duties and/or
    the exercise or purported exercise of your powers and/or otherwise in relation
    to or in connection with your duties, powers or office including (without
    prejudice to the generality of the foregoing) any liability incurred by you
    in defending any proceedings, civil or criminal, which relate to anything
    done or omitted or alleged to have been done or omitted by you as an officer
    or employee of the Company and in which judgment is given in your favour
    (or the proceedings are otherwise disposed of without any finding or admission
    of any material breach of duty on your part) or in which you are acquitted
    or in connection with any application under any statute for relief from liability
    in respect of any such act or omission in which relief is granted to you
    by the court.

In witness whereof this letter
    has been executed as a deed on the date first stated above.

SIGNED as a DEED by
  InterContinental Hotels Group PLC 
  acting by



Exec Directors Indemnity Letters.max

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