Exhibit
  4(c)(i)

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|SIX
        CONTINENTS HOTELS INC         | 
|----------------------------------------- | 
|c/o The Corporation
        Trust company
|1209 Orange Street                       
|Corporation Trust Centre                 
|Wilmington                               
|DE 19801                                 
|USA                                      
|                                         

12thFebruary 2003

Mr Richard Hartman
  6 Swiss Cottage Estate
  Singapore
  307 518

Amendment
  to Employment Contract

Dear Richard

This letter (the“Letter
      Agreement”)sets
  forth our agreement concerning the terms of an amendment to the contract of
  employment dated 17 June 1999 as amended (the “Contract”) between you
  and Bass Hotels and Bass Hotels and Resorts Inc. (now known as 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 Service
  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 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.
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|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 the Contract 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.                                                   

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

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– 2 –

|4                                                                                                                                         | Continuing
      Effect of the Service Agreement                                                                                                                                                                         
|----------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                          |                                                                                                                                                                                                                          
|                                                                                                                                          | The
      Service 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 be construed in accordance with
      English Law.                                                                                                                  
|                                                                                                                                          |                                                                                                                                                                                                                          
|Please
      sign and return to the Company the enclosed copy of this Letter Agreement
      to acknowledge your acceptance of its terms.



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THIS AGREEMENT
  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
  HARTMAN of 6 Swiss Cottage Estate Singapore (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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | 1.2     The
      Demerger Date shall be the effective date of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | 1.3If
      Demerger Date has not happened by 31 December 2003 this Agreement 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 Managing Director EMEA and as a director 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)of
       the Company (hereinafter together with the Company called “the Group” and
        the expression “Group

1

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|   | 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 19 July 1999 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 67 Alma Road, Windsor Berkshire
      SL4 3HD 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | 5.2     In
        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 the course
        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.                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | 6.2     The
        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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | 6.3     The
        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 US$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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

4

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | contracting-out
      certificate is in force for the said employment. Details of pension arrangements
      are contained in the current handbook on the Six Continents Executive Pension
      Plan.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 9.2.2     
      Six Continents Private Healthcare Plan.                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                       
|    | 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:-
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 11.1.1ideas;                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 11.1.2business
      methods;                                                                                                                                                                         

5

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 11.1.3finances;                                                                                                                                                                                             
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 11.1.4     prices;                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 11.1.5     business,
      financial, marketing, development or manpower plans;                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 11.1.6customer
      lists or details;                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 11.1.7     computer
      systems and software;                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 11.1.8     know-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:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 11.2.1     disclose
      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

6

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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.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 11.4     The
      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.                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 11.5     Nothing
      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.                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

7

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| | 13.3     If
        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.                                                                                                                                                                                            
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 13.4     If
        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
        Company execute 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.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 13.5     In
        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).                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 13.6     If
        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.                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 13.7     The
        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 this 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:-                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                 

9

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 16.1.2 
        Forthwith by summary written notice if the Executive shall have committed
        any material breach or repeated or continued (after written warning) any
        breach of his obligations hereunder (whether expressed or implied) or
        shall have been guilty of conduct which has brought himself or any company
        within the Group into disrepute or shall have been bankrupted or compounded
        with his creditors generally.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 16.2     If
      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.                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 16.3     In
        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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 16.4     The
        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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 16.6     If
        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.

10

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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 Executive’s employment or amount to a breach of
        terms of this Agreement by the Company.                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | 16.8     During 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.              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | 16.10     Without
        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                                                                                                                                                            

11

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

12

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|    | 18.3     The
        Executive agrees that each of the paragraphs contained in sub-Clause 18.2
        above constitute an entirely separate and independent covenant on his
        part and the validity of one paragraph shall not be affected by the validity
        or unenforceability of another.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 18.4     The 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.                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 18.5     The
        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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 18.6     The
        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 hereunder shall so far as they are in his possession be delivered
        up to the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

13

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|20. | ‘Associated
        Company’ is defined as any company which for the time being is:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 20.1     a
        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                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 20.2     a
        holding company (as defined in section 736 of the Companies Act 1985)
        of the Company; and/or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 20.3     a
        subsidiary (as defined in section 736 of the Companies Act 1985) of any
        such holding company other than the Company; and/or                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 20.4     any
        other company on behalf of which the Executive carries out duties at the
        request of the Company; and/or                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 20.5     any
        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. | The
        offer letter from the Company to the Executive dated 22 January 2003 also
        contains terms and conditions of employment. In the event of any conflict
        between this Agreement and that letter this Agreement shall prevail.                                                                                                                                                                                                                                                                                                                                                          

14

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|24.                                                                               | 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.
|--------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                  |                                                                                                                                                                                                       
|                                                                                 
|AS
        WITNESS the hands of the parties the day and year first before written
|                                                                                  |                                                                                                                                                                                                       
|EXECUTED as a DEED by                                                            
|                                                                                  |                                                                                                                                                                                                       
|                                                                                 

15

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

Mr Richard Hartman
  Lavenham HouseLady Margaret RoadSunningdale
  Berkshire
  SL5 9QH

Dear Mr Hartman

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

---