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SIX CONTINENTS PLC

INTERCONTINENTAL HOTELS GROUP PLC

AND

THE BANK OF NEW YORK

As Depositary

AND

HOLDERS OF AMERICAN DEPOSITARY RECEIPTS

______________________

Deposit Agreement

Dated as of December 12, 1989

as Amended and Restated as of January 27, 1992

as Further Amended and Restated as of February 9, 1998

as Further Amended and Restated as of July 30, 2001

as Further Amended and Restated as of ___________, 2003

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DEPOSIT AGREEMENT dated as of December 12, 1989, as amended and restated as of January 27, 1992, as further amended and restated as of February 9, 1998, and as further amended and restated as of July 30, 2001, among SIX CONTINENTS PLC (f/k/a Bass Public Limited Companyand as further amended and restated as of ___________, 2003 among INTERCONTINENTAL HOTELS GROUP PLC (f/k/a Six Continents plc), a company incorporated in England and Wales, and its successors, THE BANK OF NEW YORK, a New York corporation, as depositary hereunder and any successor as depositary hereunder, and all holders from time to time of American Depositary Receipts issued hereunder.

W I T N E S S E T H :

WHEREAS, pursuant to Section 6.01 of the Deposit Agreement, as amended and restated as of January 27, 1992 (herein called the "Original Deposit Agreement"), the form of the American Depositary Receipts issued thereunder and any provisions of the Original Deposit Agreement may at any time and from time to time be amended by agreement in writing between the IssuerCompany and the Depositary in any respect which they may deem necessary or desirable;

WHEREAS, the IssuerCompany and the Depositary deem it necessary and desirable to amend and restate the Original Deposit Agreement pursuant to said Section 6.01; and

NOW, THEREFORE, in consideration of the premises, it is agreed by and between the parties hereto that the Original Deposit Agreement is hereby amended and restated in its entirety as follows:

ARTICLE 1.

DEFINITIONS.

The following definitions shall, for all purposes unless otherwise indicated, apply to the respective terms used in this Deposit Agreement:

SECTION 1.1

American Depositary Shares.

The term "American Depositary Shares" shall mean the rights evidenced by the Receipts issued hereunder, including the interests in the Deposited Securities granted to the Holders of Receipts pursuant to the terms and conditions of this Deposit Agreement.  Each American Depositary Share shall represent the number of Shares specified in Exhibit A annexed hereto, until there shall occur a distribution upon Deposited Securities referred to in Section 4.03 or a change in Deposited Securities referred to in Section 4.08 with respect to which additional Receipts are not executed and delivered, and thereafter each American Depositary Share shall represent the right to receive the Deposited Securities specified in such Sections.

SECTION 1.2

Articles.

The term "Articles" shall mean the Articles of Association of the Company, as from time to time amended or supplemented.

SECTION 1.3

Commission.

The term "Commission" shall mean the Securities and Exchange Commission of the United States or any successor governmental agency in the United States.

SECTION 1.4

Company.

The term the "Company" shall mean Six ContinentsInterContinental Hotels Group PLC incorporated under the laws of England and Wales, having its principal office at the date of this Deposit Agreement at 20 North Audley Street, London W1K 6WN, England and its successors.

SECTION 1.5

Custodian.

The term "Custodian" shall mean the principal London office of The Bank of New York, which at the date of this Deposit Agreement is located at 46 Berkeley StreetOne Canary Square, London W1X 6AA, England, as agent of the Depositary for the purposes of this Deposit Agreement, and any other firm or corporation which may hereafter be appointed by the Depositary pursuant to the terms of Section 5.05, as substitute or additional custodian hereunder.

SECTION 1.6

Delivery; Deposit; Surrender; Transfer; Withdraw.

The terms "deliver", "deposit", "surrender", "transfer" or "withdraw", when used (i) with respect to Shares: (a) in the case of book-entry Shares, shall refer to an entry or entries in an account or accounts maintained by institutions authorized under applicable law to effect transfers of securities, or (b) in the case of physical Share certificates, to the physical delivery, deposit, withdrawal or transfer of certificates representing the Shares and (ii) with respect to American Depositary Shares evidenced by Receipts, (a) in the case of American Depositary Shares available in book-entry form, shall refer to appropriate adjustments in the records maintained by (1) the Depositary, including entries in the Direct Registration System, (2) The Depository Trust Company or its nominee, or (3) institutions that have accounts with The Depository Trust Company, as applicable, or (b) otherwise, shall refer to the physical delivery, deposit, surrender, transfer or withdrawal of such American Depositary Shares evidenced by Receipts.

SECTION 1.7

SECTION 1.06 Deposit Agreement.

The term "Deposit Agreement" shall mean this Agreement, as the same may be amended from time to time in accordance with the provisions hereof and all instruments supplemental hereto.

SECTION 1.8

SECTION 1.07 Depositary.

The term "Depositary" shall mean The Bank of New York, a New York corporation, and any successor as depositary hereunder.  The term "Corporate Trust Office" when used with respect to the Depositary, shall mean the corporate trust office of the Depositary for the administration of American Depositary Receipts which at the date of this Deposit Agreement is located at 101 Barclay Street, New York, New York 10286.

SECTION 1.9

SECTION 1.08 Deposited Securities.

The term "Deposited Securities" as of any time shall mean all Shares at such time deposited under this Deposit Agreement and any and all other securities, property and cash received at any times by the Depositary or the Custodian in respect or in lieu of Shares, other securities, property or cash previously received by the Depositary or Custodian and at such time held hereunder, subject, in the case of cash, to the provisions of Section 4.05.

SECTION 1.10

Direct Registration Receipt.

The term "Direct Registration Receipt shall mean a Receipt, the ownership of which is recorded on the Direct Registration System.

SECTION 1.11

Direct Registration System.

The term "Direct Registration System" shall mean the direct registration system maintained by the Depositary as set forth in Section 2.10, pursuant to which the Depositary may record the ownership of Receipts in book-entry form, which ownership shall be evidenced by periodic statements issued by the Depositary to the Holders entitled thereto.

SECTION 1.12

SECTION 1.09 Dollar.

The term "dollar" shall mean U.S. dollars.

SECTION 1.13

SECTION 1.10 Foreign Currency.

The term "Foreign Currency" shall mean any currency other than U.S. dollars.

SECTION 1.14

SECTION 1.11 Holder.

The term "Holder" shall mean the person or persons in whose name a Receipt is registered on the books of the Depositary maintained for such purpose.

SECTION 1.15

SECTION 1.12 Memorandum.

The term "Memorandum" shall mean the Memorandum of Association of the Company as from time to time amended.

SECTION 1.16

SECTION 1.13 Receipt Registrar.

The term "Receipt Registrar" shall mean the Depositary or any bank or trust company having an office in the Borough of Manhattan, The City of New York, appointed by the Depositary to register transfers of Receipts and to countersign Receipts as herein provided and shall include any co-registrar appointed by the Depositary upon the request or with the approval of the Company for such purposes., and, in the case of Direct Registration Receipts, shall include the Direct Registration System.

SECTION 1.17

SECTION 1.14 Receipts.

The term "Receipts" shall mean the American Depositary Receipts issued hereunder, evidencing American Depositary Shares as the same may be amended from time to time in accordance with the provisions hereof.  References to Receipts shall include Direct Registration Receipts, unless the context shall require otherwise.

SECTION 1.18

SECTION 1.15 Securities Act of 1933.

The term "Securities Act of 1933" shall mean the United States Securities Act of 1933, as from time to time amended.  The term "Securities Exchange Act of 1934" shall mean the United States Securities Exchange Act of 1934, as from time to time amended.

SECTION 1.19

SECTION 1.16 Share Registrar.

The term "Share Registrar" shall mean Lloyds TSB Bank plc, Lloyds TSB Registrars, The Causeway, Worthing, West Sussex, BN99 6DA, England, which has been appointed by the Company to act as registrar for the Shares, when acting in such capacity, and any successor in such capacity.

SECTION 1.20

SECTION 1.17 Shares.

The term "Shares" shall mean the Ordinary Shares of the Company and shall include evidence of rights to receive Shares.

ARTICLE 2.

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

SECTION 2.1

Form and Transferability of Receipts.

Definitive Receipts shall be engraved or printed or lithographed on steel-engraved borders and shall be substantially in the form set forth in Exhibit A annexed heretoto this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided.  Such Receipts shall be executed by the Depositary by the manual signature of a duly authorized signatory of the Depositary; provided that such signature may be a facsimile if a Receipt Registrar shall have been appointed pursuant to Section 5.01 and such Receipts are countersigned by the manual signature of a duly authorized signatory of the Receipt Registrar or any co-registrar.  No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless such Receipt shall have been executed by the Depositary by the manual  or facsimile signature of a duly authorized signatory or if a Receipt Registrar shall have been appointed, countersigned by the manual  or facsimile signature of a duly authorized signatory of the Receipt Registrar, and such execution of any Receipt by manual  signature shall be conclusive evidence, and the only evidence, that such Receipt has been duly executed and delivered hereunder.  The Depositary shall maintain books on which each Receipt so executed and delivered as hereinafter provided and the transfer of each such Receipt shall be registered.  If a Receipt Registrar shall have been appointed, Receipts bearing the manual or facsimile signature of anyone who was at any time a duly authorized signatory of the Depositary who was at any time a proper signatory of the Depositary shall bind the Depositary, notwithstanding that such signatory has ceased to hold such positionoffice prior to the signature of the Receipt Registrarexecution and delivery of such Receipts by the Receipt Registrar or did not hold such position atoffice on the date of issuance of such Receipts.

The Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with this Deposit Agreement as may be required by the Depositary or required to comply with any applicable law or regulations or with the rules and regulations of any securities exchange upon which ReceiptsAmerican Depositary Shares may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject by reason of the date of issuance of the underlying Deposited Securities or otherwise.

Title to a Receipt (and to the  American Depositary Shares evidenced thereby), when such Receipt is properly endorsed or accompanied by proper instruments of transfer, shall be  transferable by delivery with the same effect as in the case of a negotiable instrument; provided that the Company and the Depositary, notwithstanding any notice to the contrary, may treat the Holder thereof as the absolute owner thereof for the purpose of determining the person entitled to distribution of dividends or other distributions or to any notice  provided for in this Deposit Agreement and for all other purposes.

SECTION 2.2

Deposit of Shares.

Subject to the terms and conditions of this Deposit Agreement, Shares may be deposited by any person (including the Depositary in its individual capacity) by delivery thereof to the Custodian, accompanied by any appropriate instrument or instruments of transfer or endorsement in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the number of American Depositary Shares representing such deposit.  No Shares shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by the governmental body in the United Kingdom, if any, which is then performing the function of the regulation of currency exchange.  If  required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company (or the appointed agent of the Company for transfer and registration of Shares, which may but need not be the Share Registrar) are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property, which any person in whose name the Shares are or have been registered may thereafter receive upon or in respect of such Deposited Shares, or in lieu thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary.  The Depositary may also require that any Shares deposited be registered in the name of the Custodian or such other name as the Depositary and the Company shall require.

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