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Deposit Agreement

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Title:

Deposit Agreement

Entities:

InterContinental Hotels Group plc; Neptune Orient Lines Ltd; Bank of New York

Date:

2005

Size:

Preview shows 46KB of 152KB total

Price:

$55

ID:

#1411615

► Corporate ► Deposit Agreements
► Financial ► Money Center Banks
► Services ► Hotels & Motels

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[EM&M Draft of 5/12/2005]

===============================================================

INTERCONTINENTAL HOTELS GROUP PLC

(F/K/A NEW INTERCONTINENTAL HOTELS GROUP PLC)

AND

THE BANK OF NEW YORK

As Depositary

AND

HOLDERS OF AMERICAN DEPOSITARY RECEIPTS

______________________

Deposit Agreement

Dated as of __________, 2005

===============================================================

TABLE OF CONTENTS

SECTION 1.01

American Depositary Shares.

Delivery; Deposit; Surrender; Transfer; Withdraw.

Deposited Securities.

SECTION 1.10

Direct Registration Receipt.

SECTION 1.11

Direct Registration System.

Securities Act of 1933.

FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, AND TRANSFER AND SURRENDER OF RECEIPTS.

SECTION 2.01

Form and Transferability of Receipts.

SECTION 2.02

Deposit of Shares.

SECTION 2.03

Execution and Delivery of Receipts.

SECTION 2.04

Transfer of Receipts; Combination and Split-Up of Receipts.

SECTION 2.05

Surrender of Receipts and Withdrawal of Shares.

SECTION 2.06

Limitations on Execution and Delivery, Transfer and Surrender of Receipts.

SECTION 2.07

Lost Receipts, etc.

SECTION 2.08

Cancellation and Destruction of Surrendered Receipts.

SECTION 2.09

Pre-Release of Receipts.

SECTION 2.10

Direct Registration System; DRS

ARTICLE 3.

CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS.

SECTION 3.01

Filing Proofs, Certificates and Other Information.

SECTION 3.02

Liability of Holder for Taxes.

SECTION 3.03

Warranties on Deposit of Shares.

SECTION 3.04

Disclosure of Interests.

ARTICLE 4.

DEPOSITED SECURITIES.

SECTION 4.01

Cash Distributions.

SECTION 4.02

Distributions Other than Cash or Shares.

SECTION 4.03

Distributions in Shares.

SECTION 4.04

Rights.

SECTION 4.05

Conversion of Foreign Currency.

SECTION 4.06

Fixing of Record Date.

SECTION 4.07

Voting of Deposited Securities.

SECTION 4.08

Changes Affecting Deposited Securities.

SECTION 4.09

Reports.

SECTION 4.10

Lists of Receipt Holders.

SECTION 4.11

Withholdings.

ARTICLE 5.

THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY.

SECTION 5.01

Maintenance of Office and Transfer Books by the Depositary.

SECTION 5.02

Prevention or Delay in Performance by the Depositary or the

Company...

SECTION 5.03

Obligations of the Depositary, the Custodian and the Company.

SECTION 5.04

Resignation and Removal of the Depositary; Appointment of Successor Depositary.

Issuance of Additional Shares, etc.

SECTION 5.08

Indemnification.

SECTION 5.09

Charges of Depositary.

ARTICLE 6.

AMENDMENT AND TERMINATION.

No Third Party Beneficiaries.

SECTION 7.03

Severability.

SECTION 7.04

Holders Parties; Binding Effect.

Prohibition of Assignment.

SECTION 7.08

Compliance with U.S. Securities Laws.

DEPOSIT AGREEMENT dated as of _______, 2005 among INTERCONTINENTAL HOTELS GROUP PLC (f/k/a New InterContinental Hotels Group PLC), a company incorporated in England and Wales, and its successors (the Company), THE BANK OF NEW YORK, a New York corporation, as depositary hereunder and any successor as depositary hereunder (the Depositary), and all Holders from time to time of American Depositary Receipts issued hereunder.

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