Exhibit 4(c)(iii)

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|SIX CONTINENTSSM HOTELSThree Ravinia Drive
      Suite 2900Atlanta Georgia 30346-2149 | 
|------------------------------------------------------------------------------------- | 



February 10, 2003

Stevan D. Porter
  Six Continents Hotels, Inc.
  3 Ravinia Drive
  Suite 100
  Atlanta, Georgia 30346-2149

Amendment to Employment
  Agreement

Dear Steve:

This letter (the Letter Agreement)
  sets forth our agreement concerning the terms of the Employment Agreement dated
  October 16, 2001 (the Employment Agreement) between you and Six
  Continents Hotels, Inc. (the Company). Capitalized terms that are
  not otherwise defined in this Letter Agreement shall have the meanings assigned
  to them in the Employment Agreement.

|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 Six Continents
      PLC (SC PLC) (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 by December 31, 2003, this Letter Agreement shall automatically
      become void and without force or effect.            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3. | No Change in Control
      or Termination                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | You hereby acknowledge
           and agree that the Separation will not be regarded as a Change
           in  Control as such term is used in Section 6(g)(iii) of the
           Employment  Agreement. In addition, you acknowledge and agree that
           the changes to the
      management structure of SC PLC as a result of, or in connection with, the
            Separation will not be or be deemed to be a termination of your employment

      under the Employment Agreement.`



|Six Continents
      Hotels. Inc. | 
|--------------------------------- | 

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|4. | Continuing Effect of
      the Employment Agreement                                                                                                                                                                      
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                          
|   | The Employment Agreement
      shall continue in full force and effect as amended herein.                                                                                                                                
|   |                                                                                                                                                                                                                          
|5. | 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.
|   |                                                                                                                                                                                                                          
|6. | 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.                                    
|   |                                                                                                                                                                                                                          
|7. | Governing Law                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                          
|   | This Letter Agreement is governed by and shall he construed
      in accordance with the laws of the State of Georgia.                                                                                                   

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

Executed as of the dates set forth below.



SIX CONTINENTS HOTELS, INC.Kate Stillman
    Senior Vice President,
    Americas Human Resources
    & Corporate Affairs





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|SIX CONTINENTSSM HOTELSThree Ravinia Drive
      Suite 2900Atlanta Georgia 30346-2149 | 
|------------------------------------------------------------------------------------- | 



February 10, 2003

Mr. Stevan D. Porter
  Six Continents Hotels, Inc.
  3 Ravinia Drive
  Suite 100
  Atlanta, Georgia 30346-2149

Dear Stevan:

We are writing to inform you that immediately
     prior to the Effective Date of your new employment agreement (as defined
    therein),
  Six Continents Hotels, Inc. (the Company) will forgive in full
  any  outstanding amounts owed to it under the Promissory Note from you to the
  Company
  that was executed on October 16, 2001, in accordance with the terms of your
   current employment agreement with the Company, which was also executed on
  October
  16, 2001. In conjunction with the forgiveness of the Promissory Note, the Company
   will apply towards, and pay over to the appropriate taxing authorities as
  a
  portion of, your tax withholding requirements, any unpaid portion of the $225,000
   specified in Paragraph 5(c)(i)(c) of your current employment agreement.

If you accept the terms of this letter, please
  sign and date it below and return a copy to me. Please call me if you have any
  questions.

Sincerely,

Kate Stillman
  Senior Vice President,Americas Human Resources & Corporate
Affairs





|Six Continents
      Hotels. Inc. | 
|--------------------------------- | 

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this Agreement)
       is dated as of February 12th, 2003, between SIX CONTINENTS HOTELS,
        INC., a corporation organized and existing under the laws of the State
       of
    Delaware, with its principal place of business in Atlanta, Georgia (the Company),
     and Stevan D. Porter, a resident of the State of Georgia (Executive).


WHEREAS, the Company, as a wholly-owned,
    ultimate U.S. subsidiary of Six Continents PLC (SC PLC), is presently
    in the business of operating and franchising hotels throughout the world;
    and


WHEREAS, Executive has been employed by
  the Company as its President, The Americas (the President); and


WHEREAS, plans have been announced for
        the  Six Continents Group to be demerged such that the group will be
        split into
    two separate companies (the Demerger; with the Demerger
     Date being the date as of which the Demerger occurs); and


WHEREAS, Executive
  and the Company intend that, as of the Demerger Date, (i) this Agreement will
       become effective, (ii) this Agreement will replace any then existing employment

  agreement between Executive and the Company, and (iii) Executive will become
       a member of the Board of Directors of InterContinental Hotels Group PLC
      (the
  Board); and


WHEREAS, the
  parties would like to specify the terms of Executive’s employment by the Company
       in this Agreement;


NOW, THEREFORE,
  in consideration of the mutual promises and conditions contained herein, and
  other good and valuable consideration, the adequacy of which the parties hereby
  acknowledge, the parties hereto, intending to be legally bound, hereby agree
  as follows:


1.Employment
    of Executive. Effective as of the Demerger Date (also known sometimes
    as the Effective Date for purposes of this Agreement), the Company
    will continue to employ Executive as its President, The Americas, and Executive
    will continue to be employed in said capacity, all upon the terms and conditions
    of this Agreement.


2.Term of Agreement.This
    Agreement will begin and become effective on theEffective
    Date. Notwithstanding the foregoing, if the Demerger does not occur on or
    before December 31, 2003, this Agreement will not become effective and will
    be null and void, and the parties hereto will continue to operate under the
    terms of any employment agreement between them and in effect as of December
    31, 2003. Once effective, this Agreement will continue in effect until one
    of the parties terminates it under paragraph 6 below, or until the parties
    agree to terminate it on different terms. The period from the Effective Date
    until the termination of this Agreement under paragraph 6 will be referred
    to as the Term.


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3.     Executive’s
         Duties. As President, The Americas, Executive will report to the
         Chief Executive  of InterContinental Hotels Group PLC (the Chief
         Executive) and will
  be responsible for overseeing the management and operation of the Company,
         subject  to the direction of the Board. Executive will also serve as
         a member and Chairman
  of the Management Committee of the Americas, Among the general duties that
         Executive  will perform on behalf of the Company are the following:


a.     Best
         Efforts. Use Executive’s best efforts to carry out Executive’s
         duties in an efficient and timely manner, and use Executive’s personal
         skills,
         knowledge
  and experience to promote the interests of the Company;


b.     Informed
  Chief Executive. Keep the Chief Executive well informed as to the business
  affairs of the Company and anticipated challenges and opportunities;


c.     Compliance. Comply with all applicable
  policies of the Company; and


d.     Appropriate
  Conduct. Conduct himself at all times so as not to bring disrepute or embarrassment
  upon Executive or the Company.


Executive’s principal place of business
    will be in the U.S.A. Executive agrees that from time-to-time the Company
    may change,

  add to and/or delete any of his duties, as described in this paragraph; provided,
     if the Company changes Executive’s title and/or increases his responsibilities,

  so that his position is elevated to a higher grade level, the parties agree
     to negotiate over new terms of employment. Executive understands that the
    Chief
  Executive may assign or vest in him certain responsibilities, duties and positions
     relating to an Affiliate (as defined in paragraph 11 below) or Affiliates
    of
  the Company.

4.Loyalty to the Company.Executive
   will devote Executive’s full time and efforts to the business and affairs
  of
  the Company while employed by the Company and will devote sufficient time to
   fully carry out Executive’s responsibilities for the Company. Executive
   will
  owe Executive’s full loyalty to the Company and will not engage in any activity
   or enter into any transaction that would or might constitute a conflict of
  interest,
  or the appearance of a conflict of interest, with the duties and loyalties
  owed  by Executive to the Company. Executive may not be directly or indirectly
  concerned
  or interested in any other occupations, activity or interest in any business
   whatsoever (otherwise than by reason of holding a minority, non-controlling

  shareholding of securities or debentures in a company quoted on a recognized
   stock exchange). If any investment by Executive is with a competitor of the

  Company, Executive will immediately disclose to the Company in writing the
  specific  nature and amount of the investment, and the Company, in its sole
  discretion,
  may require Executive to sell all or any part of such investment.


5.Compensation and Benefits.Executive
   will receive the compensation described in this paragraph 5 for all services

  rendered by him under this Agreement during the Term as follows:


a.     Salary. For all services rendered by Executive during the Term, the Company will
  pay Executive an initial annual base salary of $610,050 a year (his Base
  Salary),


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plus an additional salary amount of $6,000
    a year  (the Health Stipend; which together with his Base Salary
    will be  referred to collectively as his Gross Salary). Executive’s
    Gross  Salary will be payable every two (2) weeks in arrears, prorated for
    periods
  less or more than two (2) weeks. Gross Salary payments will be subject to applicable
     taxes, withholdings and deductions. The initial Base Salary and Health Stipend

  amounts each will be subject to review and possible annual increases based
    on  the Company’s financial performance, Executive’s performance and
    other factors,
  at the sole discretion of the Company.

b.     Customary
         Fringe Benefits. Executive will receive fringe benefits consistent
         with  those of other employees at Executive’s level (i.e.,those
         senior officers  of the Americas serving on the Management Committee,)
         and consistent with the
  policies and practices of the Company from time-to-time. For Executive’s convenience,
          the current fringe benefits of Executive are summarized on Attachment
          A    to this Agreement, and, except as modified in paragraph 5(c) below,
          these fringe
  benefits will be provided in accordance with the terms, policies and plan documents
           for those benefits, as amended in the Company's sole discretion from
          time-to-time.


c.     Special
         Fringe Benefits. In addition to the general description of the types
         and  amounts of fringe benefits customarily provided to Company employees
         at Executive’s
  level, as summarized in subparagraph (b) above and Attachment A, the following
          terms and conditions will apply to fringe benefits to be provided to
         Executive:


i.     Incentive (Bonus)
  Compensation. As described in Attachment A,Executive
  will be eligible to receive a short-term incentive bonus and a long-term incentive
  bonus in accordance with the terms of the respective short-term incentive plan
  (the STIP) and the long-term incentive plan, as determined by the
  Company from time-to-time.


ii.     Enhanced
  Life Insurance. The Company will pay the premiums for, and will provide
  Executive with, life insurance coverage with a total death benefit amount of
  $1,000,000. The Company may provide this coverage through a combination of basic
  and executive life insurance coverages, or, if the entire $1,000,000 of coverage
  cannot be obtained thereby, also through supplemental life insurance coverage.


iii.     Enhanced
         Vacation. Executive’s vacation time will accrue under, and
         be subject to, the terms and conditions of the Company’s general vacation
         policy,
         except Executive
  will accrue five (5) (instead of three (3)) weeks of vacation per year.


iv.     Health
  Plan Coverage. The Company will pay for group health plan coverage for Executive
  and his eligible dependents through payment to him of the Health Stipend (as
  described in paragraph 5(a) above).


d.     Relocation
         Assistance. From the date of this Agreement through July 31, 2003,
         or such  later date as to which the Chief Executive in its sole discretion
         may consent
  as being Executive’s relocation date for completing the relocation of
  his family and household, the Company will provide Executive with a furnished
         apartment
  in Atlanta, Georgia, and with airfare between Executive’s family’s current
         home  and Atlanta, Georgia. To the extent required


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by applicable law, the value of any and all such
  relocation assistance will be reported as taxable income to Executive with appropriate
  tax withholdings.

e.     Business
         Expenses. Executive may incur reasonable expenses in connection
         with Executive’s  duties with the Company, including expenses
         for business travel, meals, lodging
  and similar items. The Company will reimburse Executive for all such reasonable
          and necessary expenses upon Executive’s periodic presentation
          of an itemized
  and documented account of such expenditures and in accordance with the Company’s
          expense reimbursement policies that are in effect at the time the expense
         is
  incurred.


f.     Taxes. All taxes with respect to the compensation and benefits provided by the
  Company will be the responsibility of Executive unless they are specifically
  defined in this Agreement as the responsibility of the Company.


6.     Termination. Executive’s
      employment with the Company may be terminated as described below  in this
      paragraph 6. If Executive’s employment ends under any circumstances,
  any position or office that Executive holds within the Company or with any
      of  its Affiliates also will automatically terminate. If asked by the Company
      to
  terminate his employment, Executive agrees to sign and deliver a formal letter
       of resignation, in the form provided by the Company, from those positions
      and
  offices; provided, however, that if Executive fails to formally resign, the
       Company will be appointed as his attorney to effect his resignation. By
      entering
  into this Agreement, 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 this paragraph. If there is any
       doubt as to whether such a document or action has been carried out within
      the
  authority conferred by this paragraph, a certificate in writing and signed
      by  a member of the Board or the secretary of SC PLC will be sufficient
      to prove
  that the document or act falls within such authority.


a.     Termination
         by Executive. Executive may voluntarily terminate Executive’s employment
          hereunder at any time for any or no reason, effective as of the end
         of the six
  (6)-month period beginning on the date Executive provides the Company with
         written  notice of his termination, by delivering to the Company a signed,
         written resignation;
  provided, in its sole discretion (A) the Company may accept such resignation
          effective as of an earlier date and pay Executive in lieu of waiting
         for passage
  of the six (6)-month notice period, or (B) during all or any part of the six
          (6)-month notice period, the Company may retain Executive as an employee
         but
  modify, reduce or eliminate his duties hereunder. In addition, the Company
         may  remove Executive from his position as President, The Americas.
         During the six
  (6)-month notice period, the Company will continue to pay Executive his Gross
          Salary and provide him with the fringe benefits described in paragraphs
         5(b),
  (c), (d), (e) above, up to the last day of his employment with the Company
         (the
  Termination Date). Upon the Termination Date, all compensation
  and  benefits under this Agreement will cease.


b.     Termination By The Company Without Cause.


i.     Timing
         and Payments. The Company, in its sole discretion, mayterminate
          Executive’s employment hereunder without Cause (as defined below), at
         any time
  for


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any or no reason, as of the end of the twelve
  (12)-month period beginning on the date the Company provides Executive with
  written notice of his termination. During all or any part of the twelve (12)-month
  notice period (if any), the Company, in its sole discretion, may retain Executive
  as an employee with his full authority, responsibilities and duties, or may
  modify, reduce or eliminate any or all of Executives authority, responsibilities
  and duties hereunder. In addition, the Company may remove Executive from his
  position as President, The Americas.

ii.     Release
           Agreement. Executive’s entitlement to any benefit or payment
           under this paragraph 6(b) is conditioned upon Executive’s entering
           into
           a release and
    such other agreement or agreements (in such form and terms as prescribed
           by  the Company) whereby Executive (A) accepts such benefit and/or
           payment in
    full and final settlement of all claims Executive would have against the
           Company  and each of its Affiliates arising out of the termination
           of this Agreement
    and his employment hereunder, and (B) validly waives all such claims against
            the Company and its Affiliates.


c.     Termination
           By The Company For Cause. The Company at any time
           may terminate  this Agreement and Executive’s employment for Cause, effective
            immediately upon the mailing or presentation of a written notice
           of termination,
    unless such notice specifies another Termination Date. The term Cause
    as used in this Agreement is defined to mean such act, omission or course
     of conduct which the Board (other than Executive if he is then serving as

    a director), in its sole discretion, considers to be: (1) a material or repeated
     or continued violation of any of the provisions of this Agreement; (2) willful

    misconduct which is demonstrably injurious to the Company, monetarily or
    otherwise;  (3) the commission of a felony or misdemeanor involving the Company
    and/or
    its business and suggesting moral turpitude on the part of Executive, whether
     or not Executive ultimately is arrested, indicted, arraigned or convicted;

    (4) indictment for any felony, whether or not ultimately convicted; (5) acts
     or omissions suggesting moral turpitude on the part of Executive, whether

    or not Executive ultimately is arrested, indicted, arraigned or convicted;
     (6) improper or unethical business activity, including, but not limited
    to,
    Executive’s fraud, misappropriation, embezzlement, dishonesty, unlawful
    harassment or gross negligence; (7) lack of sufficient effort or willful
    neglect in
    the
    performance of Executive’s duties; (8) attendance at work in a state
    of intoxication, or otherwise being found in possession at Executive’s
    place of work of any

    prohibited drug or substance, possession of which would amount to a criminal
     offense; (9) assault or other act of violence against any employee of the

    Company or other person during the course of Executive’s employment.
    If the Company terminates Executive’s employment for Cause, all salary
    payments and
    benefits will immediately cease on the Termination Date. All non-vested rights
     of Executive will be deemed null and void upon transmittal of a notice of

    termination for Cause. No exercise of stock options within ten (10) days
    before  or at any time after the Company’s transmittal of the notice of termination

    for Cause will be valid or effective.


d.     Termination
           Due to Disability. The Company at any time may terminate this
           Agreement  and Executive’s employment in the event that Executive has
           become so disabled,
    mentally or physically, as certified by a physician selected by the Company,
            as to prevent Executive from performing the essential functions of
           the position
    assigned to Executive by the Company, even with reasonable accommodation
           by  the Company. The Termination Date specified in the notice of termination
           will
    be at least six (6) months from the date the notice is


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e.     Termination
         Upon Death. This Agreement will automatically terminateupon Executive’s death. In the event of such termination, Executive’s
    estate will be entitled to receive the amount of any compensation to which
    Executive

    would have been entitled had Executive voluntarily terminated this Agreement
     pursuant to paragraph 6(a) effective upon the date of Executive’s death.


7.Restrictive
  Covenants.


a.     Non-interference
         with Employees. During the term of Executive’s employment
         with the Company and for a period of six (6) months after the termination
         of
         Executive’s employment
  with the Company, whether such termination is instituted by Executive or the
          Company, voluntary or involuntary, with or without cause, Executive
         will not,
  directly or indirectly, on Executive’s own behalf or on behalf of or
  in conjunction with any person or legal entity other than the Company, recruit,
  solicit
         or
  induce, or attempt to recruit, solicit or induce, any employee of the Company
          or any employee of its Affiliates, for which Affiliates Executive performed

  significant duties as a part of his employment with the Company, to become
         employed  by or to be engaged in a business which engages in operating
         or franchising
  hotels in any part of the world, unless the Company consents to such recruitment,
          solicitation or inducement; provided, however, that this restriction
         will only
  apply to employees with whom Executive had material contact within the 6-month
          period prior to the termination of Executive’s employment with the
         Company.


b.     Non-Solicitation
         Covenant. During the term of Executive’s employment with the
         Company and for a period of six (6) month after the termination of Executive’s
         employment
  with the Company, whether such termination is instituted by Executive or the
          Company, voluntary or involuntary, with or without cause, Executive
         will not,
  directly or indirectly, on Executive’s
  own behalf or on behalf of or in conjunction with any person or legal entity
  other than the Company, actively solicit
         the
  business or patronage of any of the franchisees, clients, customers or accounts
          of the Company, with which Executive had material contact within the
         six (6)
  months prior to the termination of Executive’s employment, for the purpose
         of  operating or franchising hotels (the Hotel Services),
         unless the  Company consents to such solicitation.


c.      Non-Competition
           Covenant. During the term of Executive’s employment with
           the Company and for a period of six (6) months after the termination
           of Executive’s
           employment
    with the Company, whether such termination is instituted by Executive or
           the  Company, voluntary or involuntary, with or without cause, Executive
           agrees
    that, without the prior written consent of the Company, he will not, on Executive’s
            own behalf or on behalf of or in conjunction with any person or legal
           entity
    other than the Company, including but not limited to Hilton Hospitality,
           Inc.,  Starwood Hotels and Resorts Worldwide, Inc., and Wyndham International,
           compete
    with Company by engaging in, or attempting to engage in, Hotel Services


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anywhere within a fifty (50) mile radius of Three
  Ravinia Drive, Suite 100, Atlanta, Georgia 30346, in circumstances where his
  responsibilities and duties are substantially similar to those performed by
  him during his last year of employment with the Company.

d.     Non-Disclosure
         Covenants. Executive acknowledges that, as an integral part of the
         Company’s  business, the Company and its Affiliates have developed, and
         will develop, at
  a considerable investment of time and expense, plans, procedures, methods of
          operation, methods of production, financial data, lists of actual and
         potential
  customers, suppliers, marketing strategies, plans for development and expansion,
          customer and supplier data, and other confidential and sensitive information

  (collectively the Company Confidential Information), and Executive
   acknowledges that the Company and its Affiliates have a legitimate business

  interest in protecting the confidentiality of such information. Executive acknowledges
   that in his position he will be entrusted with such information. Executive,

  therefore, acknowledges a continuing responsibility with respect to the protection
   of the information and agrees:


i.     Definition
    of Trade Secrets.Trade Secrets means information belonging
    to the Company or licensed by it including, but not limited to, technical
    ornontechnical data, formulae,
    patterns, compilations, programs, devices, methods, techniques, drawings,
    processes, financial data, financial plans, product plans, or lists of actual
    or potential customers or suppliers which (A) derive economic value, actual
    or potential, from not being generally known to, and not being readily ascertainable
    by proper means by, other persons or entities who can obtain economic value
    from their disclosure or use; (B) are the subject of efforts that are reasonable
    under the circumstances to maintain their secrecy; and (C) are protected as
    trade secrets under the Georgia Trade Secrets Act of 1990, Ga. Code Ann. §§
    10-1-760, et seq.


ii.Definition
    of Confidential Information.ConfidentialInformation means data and
    information relating to the business of the Company which are or have been
    disclosed to Executive by the Company or of which Executive became aware as
    a consequence of or in the course of his employment with the Company and which
    have value to the Company and are not generally known to its competitors,
    including but not limited to the Company Confidential Information. Confidential
    Information will not include any data or information that has been voluntarily
    disclosed to the public by the Company (except where such public disclosure
    has been made by or through Executive without authorization), that has been
    independently developed and disclosed by others, or that otherwise enters
    the public domain through lawful means.


iii.      Restrictions. Executive
        will  treat as confidential and will not, without the prior written approval
        of
    the Company, use (other than in the performance ofExecutive’s duties of employment with the Company), publish, disclose, copyright
     or authorize anyone else to use, publish, disclose or copyright, any Confidential

    Information or any Trade Secrets during the term of Executive’s
    employment, whether or not the Confidential Information or Trade Secrets
    are in written

    or other tangible form. Additionally, this restriction will continue to apply
     after the termination of Executive’s
     employment, whether voluntary or involuntary,
    with or without cause, for a period of six (6) months after the Termination
     Date (and, in the case of a Trade Secret, such longer period as such information

    remains a Trade Secret). Executive


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acknowledges and agrees that the prohibitions against
  disclosure and use of Confidential Information recited herein are in addition
  to, and not in lieu of, any rights or remedies that the Company may have available
  pursuant to the laws of the State of Georgia to prevent the disclosure of Trade
  Secrets, including but not limited to the Georgia Trade Secrets Act of 1990,
  Ga. Code Ann. §§ 10-1-760, et seq.

iv.      Return
           of Materials.All records, notes, files, drawings, documents,
           plans and  like items, and all copies thereof, relating to or containing
           or disclosing
    Confidential Information or Trade Secrets of the Company which are made or
            kept by Executive or which are disclosed to or come into the possession
           of
    Executive, are and will remain the sole and exclusive property of the Company.
            Upon termination of employment, Executive agrees to deliver immediately
           to
    the Company, through the offices of the Chief Executive or as otherwise directed
            by the Chief Executive, the originals and all copies of any of the
           items described
    above. All equipment, records, papers and documents kept or made by, or supplied
            to, the Company relating to the business of its Affiliates are and
           will remain
    the property of those Affiliates, and on the termination of Executive’s
    employment, will, so far as they are in Executive’s possession, be delivered
           to the Company.


e.     Application
         to Affiliates. In addition to the Company’s trade secrets
         andconfidential or proprietary information, Executive’s obligations in this
  paragraph 7 will apply to the trade secrets and confidential information of
  the Company’s

  Affiliates with which Executive has had material contact. If Executive is asked
   to enter into a separate agreement with any of the Company’s Affiliates as
  to
  these obligations, Executive agrees to do so.


8.     Proprietary
           Rights In Developments. In the course of rendering Executive’s
           services  to the Company, Executive may conceive, create or develop
           ideas, concepts,
    methods of operation, processes, programs or other matter or material, whether
            or not constituting an advance to, or an improvement of, or pertaining
           to
    existing Company proprietary matter (all of which are hereinafter referred
            to as Developments). All Developments constitute Confidential
             Information (and may constitute Trade Secrets) and will be subject
            to all
    of the restrictions imposed on Executive under this Agreement. In addition,
             all Developments and all rights in them throughout the world constitute
            works
    made for hire and in all circumstances are and will remain the sole and exclusive
             property of the Company whether or not protectible under any laws
            now known
    or later applicable, including but not limited to patent, copyright, trademark
             or trade secret laws.


a.     Assignment
           by Executive of All Rights in Developments. Executivehereby assigns to the Company all rights throughout the world, however denominated
     (whether under patent, copyright, trademark, trade secret or like or different

    laws), in all media, now known or hereafter recognized, in and to each such
     Development. This assignment is not intended to derogate any rights the
    Company
    has as an author of a work made for hire. In order to fully effectuate these
     provisions, Executive hereby represents and warrants that, with respect
    to
    each such Development: (1) to the extent of Executive’s contribution,
    all such matter is original and does not and will not infringe or violate
    the

    rights of any other person or entity; and (2) that neither Executive nor
    anyone  on Executive’s behalf have granted or will grant or purport


8

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to grant to any other person or entity any rights,
  in whole or in part, in and to such Developments.

b.     Cooperation.
    Executive will, during and after termination of Executive’s employment, cooperate
           with the Company in the prosecution or defense of any claims, litigation,

    or other proceedings involving the Developments and provide such information
           and execute such documents as the Company may reasonably request to
          confirm,
    implement or enforce its rights in such Developments. The Company will be
           responsible for the expenses associated with the filing of any patent,
          copyright,
    trademark or similar applications relating to its rights in the Developments.


9.Remedies for Breach.Executive acknowledges that a breach by him of the provisions of paragraphs
     7 or 8 cannot reasonably or adequately be compensated in damages in an action

    at law and that a breach of any of the provisions contained in paragraphs
     7 or 8 will cause the Company irreparable injury and damage. Therefore,
    in
    the event of Executive’s actual or threatened breach of the provisions
    of paragraphs 7 or 8, whether before or after the termination of this Agreement

    and/or the termination of Executive’s employment, the Company, in addition
     to all other rights and remedies available to it at law or in equity, including

    the recovery of damages from Executive, will be entitled to an injunction
     restraining Executive from breaching those provisions. This provision will

    remain in full force and effect in the event Executive should claim that
    the  Company violated any of the terms of this Agreement.


10.Company Policies.Executive will be subject to all applicable policies of the Company, such
    as the grievance and disciplinary policy or procedure, and other operational
    instructions as may be issued or practiced from time-to-time by the Company.


11.
    Definition of Affiliate.For all purposes of
    this Agreement, the term Affiliate means, with respect to a specified
    entity, an entity that directly, or indirectly through one or more intermediaries,
    controls or is controlled by or is under common control with, the entity specified.
    For purposes of this definition, the term control (including the
    terms controlled by and under common control with)
    means possession, directly or indirectly, of the power to direct or cause
    the direction of the management and policies of an entity, whether through
    ownership of voting securities, by contract interest or otherwise.


12.Governing Law and Jurisdiction.
    This Agreement will be construed under, governed by and
    enforced in accordance with the laws of the State of Georgia, excepting its
    laws and principles related to conflicts of laws. Any case or controversy
    arising under or in connection with this Agreement must be brought in the
    Superior Court of DeKalb County, Georgia. The parties hereby consent to the
    jurisdiction of the Superior Court of DeKalb County, Georgia, and hereby waive
    any defense of lack of personal jurisdiction or venue of such court.


13.Right of Offset.In the event Executive violates any of the terms or conditions of this Agreement,
    the Company will have the right, in addition to and not in lieu of all other
    rights at law or in equity, to offset the amount of any damages caused by
    such breach or violation against any sums due or to become due to Executive
    under the terms of this Agreement.


9

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14.Notice.Any notice required or desired to be given under this Agreement will be deemed
     given if in writing and hand-delivered or sent by reliable overnight courier

    service or by Certified Mail, return receipt requested, as follows: in the
     case of Executive, to Executive or to Executive’s address shown at the end

    of this Agreement; or, in the case of the Company, to the attention of each
     of the Chief Executive and the General Counsel of the Company at the address

    of its principal office shown below. Such addresses may be changed by ten
     (10) days’ prior written notice in accordance with this paragraph.


15.No Waiver by Company.The waiver by the Company of a breach of any provision of this Agreement by
    Executive will not operate or be construed as a waiver of any subsequent breach
    by Executive. No waiver will be valid unless in writing and signed by an authorized
    officer of the Company.


16.Assignment.Executive
   acknowledges that the services to be rendered by Executive are unique and
  personal.
  Accordingly, Executive may not assign any of Executive’s rights or delegate
   any of Executive’s duties or obligations under this Agreement. The rights
  and
  obligations of the Company under this Agreement will inure to the benefit of
   and will be binding upon the successors and assigns of the Company.


17.Severability.If
   any part of this Agreement, for any reason, is declared invalid by an arbitrator

  or a court of competent jurisdiction, such decision or determination will not
   affect the validity of any remaining portion, and such remaining portion will

  remain in force and effect as if this Agreement had been executed with the
  invalid  portion eliminated; but at the same time, the provision declared invalid
  will
  not be invalidated in its entirety, but will be observed and performed by the
   parties to the extent such provision is valid and enforceable. 18.Blue Penciling.If
  any court or arbitrator determines that any of the restrictive covenants or
  other provisions contained in this Agreement, or any part thereof, are unenforceable
  because of the length of any period of time, the size of any area or the scope
  of activities contained therein, then such period of time, area, or scope will
  be considered to be adjusted to a period of time, area or scope which would
  cure such invalidity, and such provision in its revised form will then be enforced
  to the maximum extent permitted by applicable law.


19.Paragraph Headings.Paragraph
  and other headings contained in this Agreement are for reference purposes only
  and are in no way intended to describe, interpret, define or limit the scope,
  extent or intent of this Agreement or any provision hereof.


20.Complete Agreement.This
   Agreement constitutes the entire agreement between the Company and Executive

  and supersedes all previous and contemporaneous written and oral agreements,
   and no other representations, statements, inducements, negotiations or commitments,

  oral or written, with respect to Executive’s employment that are not
  contained in this Agreement will be binding upon the parties. Any subsequent
  alteration

  or modification to this Agreement must be made in writing and signed by both
   parties. The Company’s execution must be by the Chief Executive or a member

  of the Board.


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21.Survival of Provisions.The
   provisions of paragraphs 7 through 9; paragraphs 12 through 20, and this paragraph

  21 will continue to apply after the termination of this Agreement and/or the
   termination of Executive’s employment.


22.Counterparts.This
  Agreement may be executed in two (2) counterparts, each of which will be deemed
  an original and both of which will constitute one agreement, and the signature
  of either party to a counterpart will be deemed to be a signature to, and may
  be appended to, the other counterpart.


EXECUTIVE
  ACKNOWLEDGES THAT EXECUTIVE HAS HAD THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY
       OR ANY OTHER INDIVIDUAL FROM WHOM EXECUTIVE WISHED TO OBTAIN ADVICE CONCERNING

  THIS AGREEMENT. EXECUTIVE STATES THAT EXECUTIVE HAS CAREFULLY READ THE WITHIN
       AND FOREGOING EMPLOYMENT AGREEMENT AND KNOWS AND UNDERSTANDS
       THE  CONTENTS THEREOF AND THAT EXECUTIVE IS EXECUTING THE SAME AS EXECUTIVE’S
       OWN
  FREE ACT AND DEED.


11

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[SIGNATURE PAGE FOR EMPLOYMENT AGREEMENT
  BETWEEN SIX CONTINENTS HOTELS, INC. AND STEVAN D. PORTER, DATED FEBRUARY 12,
  2003]

IN WITNESS WHEREOF, the parties hereto have caused
  this Agreement to be duly executed as of the date first above written.

|         |                                                                  | COMPANY:                                                                            
|-------- | ---------------------------------------------------------------- | ------------------------------------------------------------------------------------
|         |                                                                  |                                                                                     
|         |                                                                  | SIX CONTINENTS HOTELS, INC.                                                         
|         |                                                                  |                                                                                     
|         |                                                                  |                                                                                     
|Address: | Three Ravinia Drive, Suite 100
      Atlanta, Georgia 30346-2149 | Kate StillmanSenior Vice President, Americas Human
    Resources & Corporate Affairs
|         |                                                                  |                                                                                     
|         |                                                                  |                                                                                     
|         |                                                                  |                                                                                     
|         |                                                                  |                                                                                     
|Address: | Three Ravinia Drive, Suite 100
      Atlanta, Georgia 30346-2149 |                                                                                     

12

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

Mr Steven Porter
  143 Blackland Road
  Atlanta
  GA 30342
  USA

Dear Mr Porter

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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