RULES OF THE NEW INTERCONTINENTAL HOTELS GROUP PERFORMANCE RESTRICTED SHARE PLAN

1

Meaning of Words Used

1.1

“ Annual Salary ” means basic annual salary excluding all payments additional to basic salary (for example mortgage support allowance, expatriate allowance etc.);

“ Award ” means a Conditional Award, an Option or a conditional award of cash under Rule 3.

“ Award Date ” means the date the Committee makes the determination under Rule 3.2.

“ Committee ” means the Board of Directors of the Company or a duly authorised committee.

“ Company ” means New InterContinental Hotels Group PLC (with registered number 5134420).

“ Conditional Award ” means a conditional award of Shares.

“ Employee ” means, except for the purposes of Rule 11, any employee or executive director or former employee or former executive director of any Group Company.

“ Group Company ” means:

(i)

the Company;

(ii)

a Subsidiary; or

(iii)

any other company which is associated with the Company and is so designated by the Committee.

“ Lapse Date ” is defined in Rule 9.4.

“ Option ” means a right to acquire Shares at the Option Price.

“ Option Plan ” means the New InterContinental Hotels Group Executive Share Option Plan as amended from time to time.

“ Option Price ” means the amount payable for the Shares comprised in an Option, which will be £1, irrespective of the number of Shares acquired, unless the Committee decides otherwise.

“ Participant ” means an Employee to whom the Committee has made an Award, and includes his personal representatives where appropriate.

“ Performance Condition ” means the condition specified in relation to an Award.

“ Performance Period ” means the period specified for which the Performance Condition is to be satisfied.

“ Plan ” means the New InterContinental Hotels Group Performance Restricted Share Plan constituted by this document as amended from time to time.

“ Reconstruction or Takeover ” means any takeover, merger or internal reconstruction, however effected, including a reverse takeover, partial offer, reorganisation or scheme of arrangement sanctioned by the court.

“ Rules ” means these rules as amended from time to time.

“ STDIP ” means the New InterContinental Hotels Group Short Term Deferred Incentive Plan as amended from time to time.

“ SIPs ” means the New InterContinental Hotels Group Share Incentive Plan and the Britvic Share Incentive Plan as amended from time to time.

“ Shares ” means ordinary shares in the Company, and includes any shares representing them following a Reconstruction or Takeover.

“ Subsidiary ” means a company which is a subsidiary of the Company within the meaning of section 736 of the Companies Act 1985.

“ Vested Shares ” means in relation to a Conditional Award, the number of Shares to be transferred to a Participant, and in relation to an Option, the number of Shares which may be acquired by a Participant on the exercise of the Option, as determined under Rule 7.1; and “ Vest ” shall be construed accordingly.

“ Vesting Date ” is defined in Rule 3.5.

1.2

References in the Plan to any statutory provisions are to those provisions as amended, extended or re-enacted from time to time and include any regulations made under them; and, unless the context otherwise requires, words in the singular include the plural (and vice versa) and words imputing either gender include both genders.

1.3

Headings may be ignored in construing the Rules.

2

Operation of the Plan

The Plan shall be operated and administered by the Company in accordance with the directions of the Committee.

3

Awards

3.1

The Committee may select any one or more Employees for participation in the Plan and grant Awards to them at any time before 15 June 2015.

3.2

When the Committee grants an Award it shall determine the terms of the Award in its absolute discretion, including:

3.2.1

whether the Award is an Option, a Conditional Award or cash;

3.2.2

the Performance Period;

3.2.3

the Performance Condition;

3.2.4

the maximum number of Shares subject to the Award;

3.2.5

the Vesting Date;

3.2.6

if the Award is an Option, the Option Price.

3.3

The Company shall send an award certificate to the Participant specifying the terms of the Award determined under Rule 3.2.

3.4

Subject to Rules 3.5 and 3.6, “Vesting Date” means the business day after the announcement of the Company’s results for the last financial year of the Performance Period.

3.5

The Company may decide in exceptional circumstances that the Vesting Date will be a date within seven days of the announcement of the Company’s results for the last financial year of the Performance Period.

3.6

In the event that the acquisition or disposal of Shares is not permitted by law or by any restrictions imposed pursuant to the provisions of any dealing restrictions imposed by the authorities in any relevant jurisdiction, the Vesting Date will be deferred until the ending of such restrictions unless the Company decides otherwise.

4

Individual Limits

4.1

The conditions in Rules 4.2 and 4.3 must both be satisfied.

4.2

Subject to Rules 4.5 and 4.6, an Award must not be made to an Employee if it would at the proposed Award Date cause the aggregate of the market value of Shares or the amount of cash over which Awards have been made in any financial year to exceed:

(i)

in the case of an Employee who is a director of the Company, 3 times his Annual Salary as at the Award Date; and

(ii)

in the case of any other Employee, 4 times his Annual Salary as at the Award Date.

4.3

Subject to Rules 4.5 and 4.6 in any financial year no Employee shall be made a Award which would at the proposed Award Date cause the aggregate of:

(i)

20% of the market value of the Shares over which an option is granted under the Option Plan; and

(ii)

33% of the market value of the Shares or amount of cash over which an Award is made under the Plan

to exceed 130% of the Employee’s Annual Salary as at the Award Date.

4.4

For the purpose of Rule 4.3 the market value of a Share shall be calculated as follows:

(i)

in respect of options granted under the Option Plan, the market value shall be the option price of the relevant Shares on the date when each option was granted; and

(ii)

in respect of Awards under the Plan, the market value shall be the middle market quotation on the Business Day immediately preceding the Award Date.

4.5

The limits in this Rule 4 may be exceeded if the Directors determine that exceptional circumstances make it desirable that Awards should be granted in excess of those limits.

4.6

No account shall be taken of options under the Option Plan or Awards which have been released or have lapsed without being exercised.

5

Plan Limits

5.1

10 per cent. 10 year limit

The number of Shares which may be allocated under the Plan on any day must not exceed 10 per cent. of the ordinary share capital of the Company in issue immediately before that day, when added to the total number of Shares which have been allocated in the previous 10 years under the Plan and any other employee share plan operated by the Company.

5.2

5 per cent. 10 year limit

The number of Shares which may be allocated under the Plan on any day must not exceed 5 per cent. of the ordinary share capital of the Company in issue immediately before that day when added to the total number of Shares which have been allocated in the previous 10 years under the Plan and any other discretionary share plan operated by the Company.

5.3

1.5 per cent. 1 year limit

The number of Shares which may be allocated under the Plan on any day must not exceed 1.5 per cent. of the ordinary share capital of the Company in issue immediately before that day when added to the total number of Shares which have been allocated in the previous 12 months under the Plan, the STDIP and the Option Plan.

5.4

Exclusions

Where the right to acquire Shares is released or lapses without being exercised, the Shares concerned are ignored when calculating the limits in this Rule 5.

5.4.1

When calculating the limits in Rules 5.1, 5.2 and 5.3, Shares awarded as partnership shares under the SIPs are also ignored.

5.5

Meaning of allocate

“ Allocate ” means granting an option or other right to acquire unissued Shares, or if there is no such grant, the issue and allotment of Shares, and except in the case of the limit in 5.3 includes grants in exchange for rights granted by InterContinental Hotels Group PLC (with registered number 4551528).

6

Ceasing to be an Employee prior to the Vesting Date

6.1

If a Participant dies before the Vesting Date, the Company will as soon as practicable determine the number of Vested Shares relating to his Awards, taking account of the proportion of the Performance Period that has elapsed, and the extent to which the Performance Condition has been sa