DIRECTOR DESIGNATION AGREEMENT

THIS DIRECTOR DESIGNATION AGREEMENT dated as of February 13, 2007 (this Agreement), is among National CineMedia, Inc., a Delaware corporation (NCM Inc.), American Multi-Cinema, Inc., a Missouri corporation (AMC), Cinemark Media, Inc., a Delaware corporation (Cinemark Media), and Regal CineMedia Holdings, LLC, a Delaware limited liability company (Regal, and together with AMC and Cinemark Media, including any Affiliate or Permitted Transferee thereof, so long as any Permitted Transferee continues to qualify as a Permitted Transferee, the Founding Members). Certain terms used in this Agreement are defined in Section 1.1.

RECITALS

A. The Founding Members own all of the outstanding common membership units (the Membership Units) of National CineMedia, LLC, a Delaware limited liability company (NCM LLC).

B. NCM Inc. is contemplating an offer and sale of its Common Stock to the public in an underwritten initial public offering (the IPO).

C. Pursuant to the terms of a Common Unit Subscription Agreement dated as of February 13, 2007 (the Subscription Agreement), between NCM LLC and NCM Inc., it is contemplated that NCM Inc. will use the proceeds of the IPO to purchase from NCM LLC a number of Membership Units equal to the number of shares of Common Stock sold in the IPO.

D. Upon consummation of the transactions contemplated by the Subscription Agreement, it is contemplated that NCM Inc. will be admitted as a member, and appointed as the manager, of NCM LLC.

E. In order to induce the Founding Members to approve the sale and issuance of Membership Units by NCM LLC to NCM Inc. and the appointment of NCM Inc. as the manager of NCM LLC, NCM Inc. has agreed to permit each of the Founding Members to designate up to two persons for nomination for election to the board of directors of NCM Inc. (the Board) on the terms and conditions set forth herein.

F. The Amended and Restated Certificate of Incorporation of NCM Inc. (the Charter) provides that NCM Inc. shall have a staggered Board that consists of three classes of directors and that the term of one class of directors will expire at each annual meeting of the stockholders of NCM Inc.

G. Under the terms of the NCM LLC Operating Agreement and the Charter, each Founding Member will have the right to cause NCM LLC to redeem the Membership Units held by such Founding Members in exchange for shares of Common Stock or cash.

AGREEMENT

In consideration of the covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, NCM Inc. and the Founding Members agree as follows:

1. Definitions

1.1 Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1:

Affiliate has the meaning set forth in the NCM LLC Operating Agreement.

Change of Control with respect to any Person that is not individual, means (i) any merger or consolidation with or into any other entity or any other similar transaction, whether in a single transaction or series of related transactions, where (A) the members or stockholders of such Person immediately prior to such transaction in the aggregate cease to own at least 50 percent of the general voting power of the entity surviving or resulting from such transaction (or its stockholders or the ultimate parent thereof) or (B) any Person or Group becomes the beneficial owner of more than 50 percent of the general voting power of the entity surviving or resulting from such transaction (or its stockholders or the ultimate parent thereof), (ii) any transaction or series of related transactions in which in excess of 50 percent of such Persons general voting power is Transferred to any other Person or Group or (iii) the sale or Transfer by such Person of all or substantially all of its assets.

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