S-8

As filed with the Securities and Exchange Commission on August 5, 2014

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

InterContinental Hotels Group PLC

(Exact Name of Registrant as Specified in Its Charter)

England and Wales (State or Other Jurisdiction of Incorporation or Organization) Not Applicable (IRS Employer Identification No.)

Broadwater Park

Denham, Buckinghamshire UB9 5HR

(Address of principal executive offices)

InterContinental Hotels Group Long Term Incentive Plan

InterContinental Hotels Group Annual Performance Plan

(Full title of the plan)

Lori Gaytan

InterContinental Hotels Group PLC

Three Ravinia Drive, Suite 100

Atlanta, Georgia 30346-2149

Tel:  (770) 604-2440

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated file,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   x	Accelerated filer   o
Non-accelerated filer   o   (Do not check if a smaller reporting company)	Smaller reporting company   o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per unit (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee
Ordinary Shares of 15 265/329pence each
InterContinental Hotels Group Long Term Incentive Plan	5,000,000	$39.96	$199,800,000	$25,734.24
InterContinental Hotels Group Annual Performance Plan	1,600,000	$39.96	$63,936,000	$8,234.96

(1) This Registration Statement on Form S-8 shall cover (i) pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), any additional Ordinary Shares which become issuable under the above-referenced plans (the “Plans”) of InterContinental Hotels Group PLC (the “Registrant” or the “Company”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding Ordinary Shares of the Registrant and (ii) pursuant to Rule 416(c) under the Securities Act, an indeterminate amount of interests to be offered or sold pursuant to the Plans.

(2) Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(h) under the Securities Act. The above calculation is based on (i) the middle market quotation for the Ordinary Shares on August 1, 2014 on the London Stock Exchange and (ii) the currency cross rate on August 1, 2014 as reported in the Wall Street Journal of £1 = $1.6824.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information

Omitted pursuant to the instructions and provisions of Form S-8.

Item 2.   Registrant Information and Employee Plan Annual Information

Omitted pursuant to the instructions and provisions of Form S-8.

PART II

INFORMATION REQUIRED IN THE

REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

The reports listed below have been filed with or furnished to the Securities and Exchange Commission (the “Commission”) by the Registrant, and are incorporated herein by reference to the extent not superseded by documents or reports subsequently filed or furnished:

(a)      The InterContinental Hotels Group PLC Annual Report and Form 20-F for the year ended December 31, 2013, filed with the Commission on February 26, 2014 (the “Form 20-F”);

(b)      All reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since December 31, 2013; and

(c)      The description of the Registrant’s ordinary shares of 15 265/329  pence each and American Depositary Shares each representing one Ordinary Share of 15 265/329  pence each evidenced by American Depositary Receipts and contained in the Registrant’s Registration Statement on Form F-6, as filed with the Commission on February 9, 2006 and on the Form 20-F (as applicable).

In addition, all filings on Form 20-F filed by the Registrant pursuant to the Exchange Act after the date of this Registration Statement and prior to the termination of the distribution contemplated hereby are incorporated by reference in this Registration Statement from the date of filing such documents or reports. Also, to the extent designated therein, Reports on Form 6-K filed or furnished by the Registrant after the date hereof and prior to the termination of the distribution contemplated hereby are incorporated by reference in this Registration Statement from the date of filing or furnishing such documents or reports.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the  Exchange Act, prior to the filing of the post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be part thereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.   Description of Securities

Not applicable.

Item 5.   Interests of Named Experts and Counsel

None.

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Item 6.   Indemnification of Directors and Officers

Article 154.1 of the Registrant’s Articles of Association provides:

“Subject to the provisions of, and so far as may be permitted by and consistent with, the Statutes and rules made by the UK Listing Authority, every Director and officer of the Company and of each of the Associated Companies of the Company shall be indemnified by the Company out of its own funds against:

154.1.1 any liability incurred by or attaching to him in connection with any negligence, default, breach of duty or breach of trust by him in relation to the Company or any Associated Company of the Company in the actual or purported execution and/or discharge of his duties and/or the exercise or purported exercise of his powers other than:

(i)       any liability to the Company or any Associated Company; and

(ii)      any liability of the kind referred to in Section 234(3) of the Companies Act 2006; and

154.1.2 any other liability incurred by or attaching to him in the actual or purported execution and/or discharge of his duties and/or the exercise or purported exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or office.

Such indemnity shall extend to liabilities arising after a person ceases to be a Director or an officer of the Company in respect of acts or omissions while he was a Director or an officer if such acts or omissions would have been indemnified had the relevant person remained a Director or officer, as the case may be.”

Article 154.2 of the Registrant’s Articles of Association provides:

“Subject to the Companies Acts and rules made by the UK Listing Authority the Company may indemnify a Director of the Company and any Associated Company of the Company if it is the trustee of an occupational pension scheme (within the meaning of Section 235(6) of the Companies Act 2006).”

Article 154.3 of the Registrant’s Articles of Association provides:

“Where a Director or officer is indemnified against any liability in accordance with this Article 154, such indemnity shall extend to all costs, charges, losses, expenses and liabilities incurred by him in relation thereto.”

Article 154.4 of the Registrant’s Articles of Association provides:

“In this Article 154“Associated Company” shall have the meaning given thereto by Section 256 of the Companies Act 2006.”

Section 232 of the Companies Act 2006 provides:

(1) Any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.

(2) Any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company, or of an associated company, against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is void, except as permitted by—

(a)section 233 (provision of insurance),

(b)section 234 (qualifying third party indemnity provision), or

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(c)section 235 (qualifying pension scheme indemnity provision).

(3) This section applies to any provision, whether contained in a company's articles or in any contract with the company or otherwise.

(4) Nothing in this section prevents a company's articles from making such provision as has previously been lawful for dealing with conflicts of interest.

Section 233 of the Companies Act 2006 provides:

Section 232(2) (voidness of provisions for indemnifying directors) does not prevent a company from purchasing and maintaining for a director of the company, or of an associated company, insurance against any such liability as is mentioned in that subsection.

Section 234 of the Companies Act 2006 provides:

(1) Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying third party indemnity provision.

(2) Third party indemnity provision means provision for indemnity against liability incurred by the director to a person other than the company or an associated company.

Such provision is qualifying third party indemnity provision if the following requirements are met.

(3) The provision must not provide any indemnity against—

(a) any liability of the director to pay—

(i) a fine imposed in criminal proceedings, or

(ii) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or

(b) any liability incurred by the director—

(i) in defending criminal proceedings in which he is convicted, or

(ii) in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him, or

(iii) in connection with an application for relief (see subsection (6)) in which the court refuses to grant him relief.

(4) The references in subsection (3)(b) to a conviction, judgment or refusal of relief are to the final decision in the proceedings.

(5) For this purpose—

(a) a conviction, judgment or refusal of relief becomes final—

(i) if not appealed against, at the end of the period for bringing an appeal, or

(ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of; and

(b) an appeal is disposed of—

(i) if it is determined and the period for bringing any further appeal has ended, or

(ii) if it is abandoned or otherwise ceases to have effect.

(6) The reference in subsection (3)(b)(iii) to an application for relief is to an application for relief under—section 661(3) or (4) (power of court to grant relief in case of acquisition of shares by innocent nominee), or section 1157 (general power of court to grant relief in case of honest and reasonable conduct).

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Section 235 of the Companies Act 2006 provides:

(1) Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying pension scheme indemnity provision.

(2) Pension scheme indemnity provision means provision indemnifying a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with the company's activities as trustee of the scheme. Such provision is qualifying pension scheme indemnity provision if the following requirements are met.

(3) The provision must not provide any indemnity against—

(a) any liability of the director to pay—

(i) a fine imposed in criminal proceedings, or

(ii) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or

(b) any liability incurred by the director in defending criminal proceedings in which he is convicted.

(4) The reference in subsection (3)(b) to a conviction is to the final decision in the proceedings.

(5) For this purpose—

(a) a conviction becomes final—

(i) if not appealed against, at the end of the period for bringing an appeal, or

(ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of; and

(b) an appeal is disposed of—

(i) if it is determined and the period for bringing any further appeal has ended, or

(ii) if it is abandoned or otherwise ceases to have effect.

(6) In this section “occupational pension scheme” means an occupational pension scheme as defined in section 150(5) of the Finance Act 2004 (c. 12) that is established under a trust.

Section 236 of the Companies Act 2006 provides:

(1) This section requires disclosure in the directors' report of—

(a) qualifying third party indemnity provision, and

(b) qualifying pension scheme indemnity provision.

Such provision is referred to in this section as “qualifying indemnity provision”.

(2) If when a directors' report is approved any qualifying indemnity provision (whether made by the company or otherwise) is in force for the benefit of one or more directors of the company, the report must state that such provision is in force.

(3) If at any time during the financial year to which a directors' report relates any such provision was in force for the benefit of one or more persons who were then directors of the company, the report must state that such provision was in force.

(4) If when a directors' report is approved qualifying indemnity provision made by the company is in force for the benefit of one or more directors of an associated company, the report must state that such provision is in force.

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(5) If at any time during the financial year to which a directors' report relates any such provision was in force for the benefit of one or more persons who were then directors of an associated company, the report must state that such provision was in force.

Section 1157 of the Companies Act 2006 provides:

(1) If in proceedings for negligence, default, breach of duty or breach of trust against—

(a) an officer of a company, or

(b) a person employed by a company as auditor (whether he is or is not an officer of the company),

it appears to the court hearing the case that the officer or person is or may be liable but that he acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused, the court may relieve him, either wholly or in part, from his liability on such terms as it thinks fit.

(2) If any such officer or person has reason to apprehend that a claim will or might be made against him in respect of negligence, default, breach of duty or breach of trust—

(a) he may apply to the court for relief, and

(b) the court has the same power to relieve him as it would have had if it had been a court before which proceedings against him for negligence, default, breach of duty or breach of trust had been brought.

(3) Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant (in Scotland, the defender) ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case from the jury and forthwith direct judgment to be entered for the defendant (in Scotland, grant decree of absolvitor) on such terms as to costs (in Scotland, expenses) or otherwise as the judge may think proper.

Item 7.   Exemption From Registration Claimed

Not applicable.

Item 8.   Exhibits

The following are filed as exhibits to this Registration Statement:

3.1	Memorandum and Articles of Association (incorporated by reference to Exhibit 1 of the InterContinental Hotels Group PLC Annual Report on Form 20-F for the year ended December 31, 2010 (File No. 1-10409) filed on April 11, 2011).
4.1	Rules of the InterContinental Hotels Group Long Term Incentive Plan.
4.2	Rules of the InterContinental Hotels Group Annual Performance Plan.
5.1	Opinion of Davis Polk & Wardwell London LLP, as to the validity of the securities being registered.
23.1	Consent of Ernst & Young LLP.
23.2	Consent of Davis Polk & Wardwell London LLP (included in Exhibit 5.1 to this Registration Statement).
24.1	Power of Attorney (included on signature page).

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Item 9.   Undertakings

(a)      The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) To include any material information with respect of the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)      The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)      Insofar as the indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the question has already been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of London, England, on August 5, 2014.

InterContinental Hotels Group PLC (Registrant)
By:	/s/ Richard Solomons
	Name:	Richard Solomons
	Title:	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paul Edgecliffe-Johnson, Nicolette Henfrey and George Turner, and each of them severally, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Act, and any rules, regulations and requirements of the Commission in connection with the registration under the Securities Act of the Ordinary Shares of the Registrant, including specifically, but without limiting the generality of the foregoing, the power and authority to sign his name in his respective capacity as Member of the Board of Directors or Officer of the Registrant, this Registration Statement and/or such other form or forms as may be appropriate to be filed with the Commission as he may deem appropriate in respect of the Ordinary Shares of the Registrant, to any and all amendments, including post-effective amendments, to this Registration Statement and to any and all instruments and documents filed as part of or in connection with this Registration Statement and any and all amendments thereto, including post-effective amendments.

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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities on August 5, 2014.

/s/ Richard Solomons	/s/ Jennifer Laing
Richard Solomons Director and Chief Executive Officer (Principal Executive Officer)	Jennifer Laing Director
/s/ Paul Edgecliffe-Johnson	/s/ Jonathan Linen
Paul Edgecliffe-Johnson Director and Chief Financial Officer (Principal Financial and Accounting Officer)	Jonathan Linen Director
/s/ Patrick Cescau	/s/ Luke Mayhew
Patrick Cescau Director and Chairman	Luke Mayhew Director
/s/ Kirk Kinsell	/s/ Jill McDonald
Kirk Kinsell Director	Jill McDonald Director
/s/ Tracy Robbins	/s/ Dale Morrison
Tracy Robbins Director	Dale Morrison Director
/s/ Ian Dyson	/s/ Ying Yeh
Ian Dyson Director	Ying Yeh Director
/s/ Lori Gaytan
Lori Gaytan Authorized Representative in United States

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Item 8.   Exhibits

The following are filed as exhibits to this Registration Statement:

3.1	Memorandum and Articles of Association (incorporated by reference to Exhibit 1 of the InterContinental Hotels Group PLC Annual Report on Form 20-F for the year ended December 31, 2010 (File No. 1-10409) filed on April 11, 2011).
4.1	Rules of the InterContinental Hotels Group Long Term Incentive Plan.
4.2	Rules of the InterContinental Hotels Group Annual Performance Plan.
5.1	Opinion of Davis Polk & Wardwell London LLP, as to the validity of the securities being registered.
23.1	Consent of Ernst & Young LLP.
23.2	Consent of Davis Polk & Wardwell London LLP (included in Exhibit 5.1 to this Registration Statement).
24.1	Power of Attorney (included on signature page).

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EX-4.1

EXHIBIT 4.1

INTERCONTINENTAL HOTELS GROUP

RULES

LONG TERM INCENTIVE PLAN

Directors’ Adoption: Shareholders’ Approval: Effective Date: Expiry Date: 13 February 2014 2 May 2014 2 May 2014 2 May 2024

TABLE OF CONTENTS

1	Meanings of Words Used		1
2	Operation of the Plan		2
	2.1	Committee Authority	2
	2.2	Eligibility	2
	2.3	End date for Awards	3
3	Making of Awards		3
	3.1	Contract	3
	3.2	Details	3
	3.3	Timing of Awards	3
	3.4	Notification	3
	3.5	US Participants	3
4	Individual limits		4
	4.1	Salary limit	4
	4.2	Exceptional circumstances	4
5	Plan Limits		4
	5.1	10 per cent. 10 year limit	4
	5.2	5 per cent. 10 year limit	4
	5.3	Exclusions	4
	5.4	Meaning of Allocate	4
6	Voting, dividends and Dividend Equivalents		4
	6.1	Rights	4
	6.2	Dividend Equivalents	4
	6.3	Settling Dividend Equivalents	5
7	Vesting Date		5
	7.1	Normal Vesting Date	5
	7.2	Delayed Vesting Date	5
	7.3	US Participants	5
8	Termination provisions		5
	8.1	Death	5
	8.2	Good Leavers	5
	8.3	Other leavers	6
	8.4	Date of termination	6
9	Determination of Awards		6
	9.1	End of Performance Period	6
	9.2	Options	7
10	Vesting of Conditional Awards		7
	10.1	Satisfying Conditional Awards	7

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	10.2	Vesting statement	7
11	Exercise of Options		7
	11.1	Exercise Period	7
	11.2	Method	7
	11.3	Delivery	7
	11.4	Lapse	7
12	Cash alternative		7
13	Reconstructions and Takeovers		8
	13.1	Acceleration of rights	8
	13.2	Exchange of rights	8
	13.3	Other transactions	8
14	Discretion to reduce Awards		8
	14.1	Committee can reduce Awards	8
	14.2	Circumstances	8
	14.3	Notification	9
15	General		9
	15.1	Notice	9
	15.2	Final and conclusive	9
	15.3	Costs	9
	15.4	Withholding	10
	15.5	Regulations	10
	15.6	Section 409A	10
16	Terms of employment		10
	16.1	Application	10
	16.2	Not part of employment contract	10
	16.3	No future expectation	10
	16.4	No entitlement	10
	16.5	Decisions	11
	16.6	No compensation	11
	16.7	Waiver	11
	16.8	Third parties	11
	16.9	Separate and independent	11
17	Personal data		11
	17.1	Consent	11
	17.2	Types of processing	11
18	Changes to and termination of the Plan		12
	18.1	Committee powers	12
	18.2	Participant’s consent	12
	18.3	Shareholder approval	12

IHG – Rules – Long Term Incentive Plan

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	18.4	Minor changes	12
	18.5	Employees’ share scheme	12
	18.6	Termination	13
19	Operating the Plan overseas		13
20	Governing law		13

IHG – Rules – Long Term Incentive Plan

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InterContinental Hotels Group Long Term Incentive Plan Rules

1 Meanings of Words Used

In these Rules:

"Award" means a Conditional Award, an Option or a conditional award of cash made to a Participant under this Plan. An Award may be designated to relate to a particular Plan Cycle.

"Award Date" means the date of the Award set by the Committee under Rule 3.2.

"Change in Ownership under Section 409A" means a "change in ownership" within the meaning of US Treasury Regulation Section 1.409A-3(i)(5)(v). In general, a change in the ownership of a corporation occurs on the date that any one person, or more than one person acting as a group (as defined for purposes of Section 409A), acquires ownership of stock of the corporation that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of such corporation. However, if any one person, or more than one person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting power of the stock of a corporation, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the corporation. An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the corporation acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this section. This section applies only when there is a transfer of stock of a corporation (or issuance of stock of a corporation) and stock in such corporation remains outstanding after the transaction.

"Committee" means the board of directors of the Company or a duly authorised committee.

"Company" means InterContinental Hotels Group PLC (with registered number 5134420).

"Conditional Award" means a conditional award of Shares.

“Dividend Equivalent” means a cash payment (as defined in Rule 6.2) which, although not a real dividend payment, reflects the economic value of dividends that are paid on real Shares.

"Employee" means, except for the purposes of Rule 16, any employee, or former employee of any Group Company.

“Good Leaver” means Participants who terminate employment in certain termination situations as described in Rule 8.2.

"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 11.4.

"Option" means a right to acquire Shares. The amount payable for the Shares comprised in an Option shall be nil 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 performance condition specified in relation to an Award, if any.

"Performance Period" means the period during which the Performance Condition is to be satisfied.

IHG – Rules – Long Term Incentive Plan

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"Plan" means the InterContinental Hotels Group Long Term Incentive Plan constituted by this document as amended from time to time.

“Plan Cycle” means the operation of the Plan in a particular year or period or in relation to particular off cycle Awards.

"Reconstruction or Takeover" means any takeover or merger, however effected, including a reverse takeover, partial offer, reorganisation or scheme of arrangement sanctioned by the court other than an internal reconstruction or reorganisation which does not involve a significant change in the identity of the ultimate shareholders of the Company.

"Rules" means these rules as amended from time to time.

"Salary" for a financial year, means the basic annual salary in effect on the last day of that financial year excluding all payments additional to basic salary (for example mortgage support allowance, expatriate allowance etc).

"Section 409A" means Section 409A of the Internal Revenue Code of 1986, as amended.

"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 1159 of the Companies Act 2006.

“US Participant” means a Participant who is or becomes subject to taxation under the federal income tax rules of the United States of America.

"Vested Shares" means

(i) in relation to a Conditional Award, the number of Shares to be transferred to a Participant or his nominee; and

(ii) in relation to an Option, the number of Shares which may be acquired by a Participant on the exercise of the Option;

and "Vest" shall be construed accordingly.

"Vesting Date" is defined in Rule 7.

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 gender include all genders.

2 Operation of the Plan

2.1 Committee Authority

The Plan shall be operated and administered by the Committee on behalf of the Company. The Committee shall have full authority from the Company to operate the Plan as it considers reasonable in all the circumstances.

2.2 Eligibility

Only Employees may be made Awards. The Committee shall have an absolute discretion as to the selection of Employees for participation in the Plan in respect of any Plan Cycle.

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2.3 End date for Awards

Awards may be granted at any time before 2 May, 2024.

3 Making of Awards

3.1 Contract

Awards will be granted by deed or in any other manner which is legally enforceable in the relevant jurisdiction.

3.2 Details

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

3.2.1 the Award Date;

3.2.2 whether the Award is an Option, a Conditional Award or a conditional award of cash;

3.2.3 the Performance Period;

3.2.4 the Performance Condition, if any;

3.2.5 the maximum number of Shares subject to the Award;

3.2.6 the Vesting Date; and

3.2.7 whether or not Dividend Equivalents will be paid.

3.3 Timing of Awards

Subject to any dealing restrictions, Awards may only be made within 42 days of:

3.3.1 the day after the announcement of the Company’s results for any period;

3.3.2 any day on which the Directors decide that exceptional circumstances exist which justify the grant of Awards;

3.3.3 any day on which changes to law or regulation affecting employee share plans are announced, made or become effective; or

3.3.4 the lifting of dealing restrictions which prevented the granting of Awards during any period specified above.

No awards may be granted after 2 May, 2024.

3.4 Notification

The Company may send an award certificate or statement to the Participant specifying the terms of the Award.

3.5 US Participants

Options will not be granted to US Participants.

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4 Individual limits

4.1 Salary limit

Subject to Rule 4.2, 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 3 times his Salary as at the Award Date.

4.2 Exceptional circumstances

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

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 all 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 plans operated by the Company.

5.3 Exclusions

Where the right to acquire Shares is released or lapses, the Shares concerned are ignored when calculating the limits in this Rule 5.

5.4 Meaning of Allocate

"Allocate" means granting a right to acquire unissued Shares or to acquire Shares which are held by the Company in treasury or, if there is no such grant, the issue and allotment of Shares or the transfer of Shares from treasury.  (However, if at any time the relevant institutional investor guidelines cease to require treasury shares to be taken into account for this purpose, then Allocate shall not include such treasury shares.)

6 Voting, dividends and Dividend Equivalents

6.1 Rights

A Participant shall not be entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to an Award until the Shares are issued or transferred to the Participant or his nominee.

6.2 Dividend Equivalents

Notwithstanding Rule 6.1, the Company may grant an Award on the basis that the Participant shall receive an amount equal to the dividends the record date for which falls between the Award Date and the Vesting Date, multiplied by the number of Shares in respect of which the Award is Vesting and adjusted assuming full dividend reinvestment (“Dividend Equivalents”). In the case of a Participant's death, the relevant period will be extended (if relevant) to the date of issue or transfer to the Participants’ personal representatives. No shareholder rights or Dividend Equivalents shall attach to conditional awards of cash.

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6.3 Settling Dividend Equivalents

Any Dividend Equivalent may be paid in cash or in such whole number of Shares (rounded down) as has a market value (as at the Vesting Date) as nearly as practicable equal to that amount. The cash will be paid or Shares issued or transferred on the same date as cash is paid or Shares are issued or transferred with respect to the underlying Award.

7 Vesting Date

7.1 Normal Vesting Date

"Vesting Date" shall generally mean the first business day after the announcement of the Company's results for the last financial year of the Performance Period.

The Committee may decide in its reasonable discretion that the Vesting Date will be a date within 45 days of the announcement of the Company's results for the last financial year of the Performance Period.

7.2 Delayed Vesting Date

In the event that the acquisition or disposal of Shares is not permitted by law or by any relevant restrictions, the Vesting Date will be deferred until the ending of such restrictions unless the Committee decides otherwise. For US Participants, such a deferral shall be effected only to the extent permitted under Section 409A.

7.3 US Participants

In all cases, for Awards granted to US Participants, the Vesting Date shall be a date during the period from January 1 to March 15 of the calendar year following the calendar year in which the Performance Period ends.

8 Termination provisions

8.1 Death

If a Participant dies before the Vesting Date, the Committee will as soon as reasonably practicable determine in its reasonable discretion the number of Shares which shall Vest. The Committee will take account of the proportion of the Performance Period that has elapsed and the extent to which the Performance Condition has been satisfied.

In the case of a Conditional Award, the Committee will then procure the transfer of the Vested Shares or will pay the cash to the Participant's personal representatives as soon as reasonably practicable. In the case of Awards granted to US Participants, the Committee will settle such Conditional Award, to the extent deemed Vested, within 60 days following the Participant's date of death.

In the case of an Option, this may be exercised by the Participant's personal representatives over the Vested Shares in the period of six months from the date of death, and will lapse if not exercised.

8.2 Good Leavers

If a Participant's employment with any Group Company terminates before the Vesting Date for any of the reasons specified below, then the number of Vested Shares relating to his Awards shall be the number determined under Rule 9 after the end of the Performance Period, reduced pro rata to reflect

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the proportion of the Performance Period that had elapsed on the date of termination. However, the Committee shall retain discretion to accelerate the Vesting Date if it considers it reasonable to do so in all the circumstances. If the Vesting Date is accelerated then the number of Shares which will vest will be determined by the Committee in its reasonable discretion.

The reasons are:

8.2.1 ill-health, injury, disability;

8.2.2 redundancy;

8.2.3 retirement by agreement with the Participant's employer;

8.2.4 the Participant's employing company being transferred to a person which is not a Group Company;

8.2.5 a transfer of the undertaking, or part of the undertaking, in which the Participant works to a person which is not a Group Company; or

8.2.6 any other reason determined by the Committee.

The Committee will procure the transfer of the Vested Shares in a Conditional Award or pay cash to the Participant in accordance with Rule 10. For a US Participant, the transfer or payment will be made before March 15 of the calendar year following the calendar year in which the Performance Period ends. An Option may be exercised by the Participant over the Vested Shares in the period of six months from the Vesting Date, and will lapse if not exercised.

8.3 Other leavers

If a Participant's office or employment with any Group Company terminates before the Vesting Date for any reason not included in Rules 8.1 and 8.2, he shall cease to be a Participant in the Plan. The Participant shall not be eligible to receive any Shares or cash in respect of his Awards unless the Committee decides otherwise within a reasonable time of the termination. For US Participants the timing of any settlement of an Award pursuant to this Rule 8.3 shall be made in a manner consistent with the requirements of Section 409A, if applicable.  If the termination is by reason of gross misconduct, he shall not be eligible to receive any Shares or cash in respect of any Awards in any circumstances.

8.4 Date of termination

For the purposes of this Rule, a Participant's employment with a Group Company will not be treated as having terminated until the Participant ceases to be employed by any Group Company. Unless the Committee decides otherwise, in the case of termination for any of the reasons set out in Rule 8.2 (other than retirement) the Participant will be treated as having terminated on the date of actual termination and not at the end of his contractual notice period or severance period.

9 Determination of Awards

9.1 End of Performance Period

As soon as reasonably practicable after the end of the Performance Period, the Committee will calculate:

9.1.1 the extent to which the Performance Condition has been satisfied; and

9.1.2 the number of Shares which Vest in respect of each Award, or the amount of cash to be awarded to each Participant.

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9.2 Options

In the case of an Option:

9.2.1 the Committee will notify the Participant of the number of Vested Shares; and

9.2.2 the balance of the Option will immediately lapse.

10 Vesting of Conditional Awards

10.1 Satisfying Conditional Awards

The Committee shall arrange delivery of the Vested Shares or cash to each Participant or his nominee on, or as soon as reasonably practical after, the Vesting Date.

10.2 Vesting statement

The Committee may notify each Participant of the number of Vested Shares transferred to him or his nominee in respect of his Conditional Award and the amount of any tax and social security contributions withheld.

11 Exercise of Options

11.1 Exercise Period

Except as otherwise provided in Rule 8, a Participant may exercise an Option to the extent that it has Vested at any time from the Vesting Date until the Lapse Date.

11.2 Method

In order to exercise an Option, the Participant must deliver to the Company a notice of exercise in the prescribed form. The date on which the notice is received by the Company shall, unless the notice is conditional or specifies some other date, be the Option exercise date.

11.3 Delivery

Subject to Rule 11.4, as soon as reasonably practicable following the Option exercise, the Committee will arrange delivery of the appropriate number of Shares to the Participant.

11.4 Lapse

The Lapse Date in relation to an Option is the earliest of the following dates:

11.4.1 the second anniversary of the Vesting Date;

11.4.2 if a Participant dies or terminates employment before the Vesting Date then, subject to Rule 8, the date on which the Participant's employment with any Group Company ends; and

11.4.3 if a Participant dies or terminates employment after the Vesting Date, six months after the date on which the Participant's employment with any Group Company ends.

12 Cash alternative

The Committee may decide to satisfy any Award by paying an equivalent amount in cash, if it considers in its discretion that this would be appropriate. The Committee will in its discretion determine the appropriate cash amount by any reasonable means.

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13 Reconstructions and Takeovers

13.1 Acceleration of rights

In the event of a Reconstruction or Takeover before the Vesting Date, the Award may be accelerated and the Committee will as soon as practicable determine the number of Vested Shares or cash due in relation to all Awards, taking account of the proportion of the Performance Period that has elapsed, and the degree to which the Performance Condition has been satisfied.

The Committee will procure as soon as reasonably practicable the delivery to each Participant of the Vested Shares in a Conditional Award or payment of the cash so determined.

For a US Participant the transfer of Shares or payment of cash with respect to an Award subject to Section 409A may be advanced only if the Reconstruction or Takeover constitutes a Change in Ownership under Section 409A in which case the transfer or payment, as applicable, shall be made upon the date of the Reconstruction or Takeover. For a US Participant, such a Reconstruction or Takeover that is a Change in Ownership under Section 409A shall always trigger an advancement in time of the transfer of Shares or payment of cash.

In the case of an Option, this may only be exercised by the Participant over the number of Vested Shares in the period of 21 days from the date of the Reconstruction or Takeover, unless the Committee decides a longer period should apply, and will lapse if it has not been exercised.

13.2 Exchange of rights

In the case of a Reconstruction or Takeover involving the exchange of Shares for shares in another company, or in more than one other company, the Committee may in its discretion determine that no Shares or cash should be transferred, and that instead the Participant's right to the Shares comprised in an Award should be replaced by a right to the appropriate number of shares in that other company or companies. For US Participants who are subject to Section 409A any such replacement of Shares with shares in that other company or companies, if made, shall be made in a manner consistent with the requirements of Section 409A.

13.3 Other transactions

The Committee has discretion to take such action as it may think appropriate if other events happen which may have an effect on Awards. For a US Participant no such action shall result in an advancement or additional deferral in time of the transfer of shares or payment of cash with respect to an Award subject to Section 409A, unless otherwise permitted under Section 409A.

14 Discretion to reduce Awards

14.1 Committee can reduce Awards

Notwithstanding any other Rule of the Plan, if circumstances occur which, in the reasonable opinion of the Committee, justify a reduction in one or more Awards granted to any one or more Participants, the Committee may reduce the Awards. The Committee may, at any time prior to the Vesting Date, determine (acting fairly and reasonably) that the cash amount payable under an Award or the number of Shares over which an Award is granted shall be reduced to such amount or number (including to nil) as the Committee considers appropriate in the circumstances.

14.2 Circumstances

The circumstances in which the Committee may consider that it is appropriate to exercise its discretion under Rule 14.1, include the following:

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14.2.1 the misconduct of a Participant which results in or is reasonably likely to result in

(i) significant reputational damage to the Company, any Group Company or to a relevant business unit (as appropriate);

(ii) a material adverse effect on the financial position of the Company, any Group Company or to a relevant business unit (as appropriate); or

(iii) a material adverse effect on the business opportunities and prospects for sustained performance or profitability of the Company, any Group Company or relevant business unit (as appropriate);

14.2.2 a material misstatement or restatement in the Company's or any Group Company's audited financial accounts (other than as a result of a change in accounting practice).

14.3 Notification

If the Committee decides to exercise its discretion under this Rule, it shall confirm this in writing to each affected Participant. For the purposes of these Rules:

14.3.1 the Award shall be deemed to have been granted over the reduced cash amount or reduced number of Shares (as the case may be);

14.3.2 any subsequent vesting of an Award shall be determined by reference to this reduced cash amount or reduced number of Shares; and

14.3.3 if the cash amount or number of Shares is reduced to nil, the Award shall be treated as if it had never been granted and a Participant (including a Participant who has left employment before the Vesting Date other than by reason of death) shall have no rights to any cash amount or Shares.

15 General

15.1 Notice

Any notice or other document given to any Employee or Participant pursuant to the Plan shall be delivered to him or sent to him by post or by an electronic communication (including by the updating of any web page) at his address according to the records of his employing company. Notices or other documents sent by post shall be deemed to have been given 5 days following the date of posting. Notices or other documents delivered electronically shall be deemed to have been given the day of transmission.

15.2 Final and conclusive

The decision of the Committee in any question of interpretation of the Rules or any dispute relating to or connected with this Plan shall be final and conclusive.

15.3 Costs

The costs of introducing, operating and administering the Plan shall be borne by the Company and the relevant Group Companies. The Group Company will, if required by the Company, reimburse the Company for any costs incurred in connection with Awards made to Participants who are employed by it.

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15.4 Withholding

The Company, any relevant Group Company and/or any relevant trustee may withhold any amounts or make such arrangements as they consider necessary to meet any liability to taxation and social security contributions in respect of the Shares, Dividend Equivalents or cash awarded under the Plan. The arrangements may include the sale of some or all of any Shares subject to an Award on behalf of the Participant, and the use of the proceeds to discharge the liability.

15.5 Regulations

The Committee shall have power from time to time to make or vary regulations for the administration and operation of the Plan provided that they are not inconsistent with these Rules.

15.6 Section 409A

With respect to Awards granted to Participants who are or become subject to taxation under the federal income tax rules of the United States of America, it is intended for such Awards to be exempt from Section 409A and, to the extent such Awards are not so exempt, for such Awards to comply with the requirements of Section 409A.  In furtherance of such intent the provisions of the Plan and any Award document shall be interpreted in a manner that does not result in the imputation of any tax, penalty or interest pursuant to Section 409A, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition will be interpreted and deemed amended so as to avoid this conflict. Notwithstanding the foregoing, the tax treatment of the benefits provided under the Plan or any Award document is not warranted or guaranteed.

16 Terms of employment

16.1 Application

This Rule applies:

16.1.1 during an Employee's employment or employment relationship; and

16.1.2 after the termination of an Employee's employment or employment relationship, whether the termination is lawful or unlawful.

16.2 Not part of employment contract

Nothing in the Rules or the operation of the Plan forms part of the contract of employment or employment relationship of an Employee. The rights and obligations of an Employee are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment or a continued employment relationship.

16.3 No future expectation

The grant of Awards on a particular basis in any year does not create any right to or expectation of the grant of Awards on the same basis, or at all, in any future year.

16.4 No entitlement

No Employee is entitled to participate in the Plan, or be considered for participation in it, at a particular level or at all. Participation in one operation of the Plan does not imply any right to participate, or to be considered for participation in any later operation of the Plan.

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16.5 Decisions

Without prejudice to an Employee's right to receive the Shares comprised in an Award subject to and in accordance with the express terms of the Rules and the Performance Condition, no Employee has any rights in respect of the exercise or omission to exercise any discretion, or the making or omission to make any decision, relating to the Award. Any and all discretions, decisions or omissions relating to the Award may operate to the disadvantage of the Employee, even if this could be regarded as capricious or unreasonable, or could be regarded as in breach of any implied term between the Employee and his employer, including any implied duty of trust and confidence. Any such implied term is excluded and overridden by this Rule.

16.6 No compensation

No Employee has any right to compensation for any loss in relation to the Plan, including:

16.6.1 any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of employment or the employment relationship);

16.6.2 any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any failure to exercise a discretion or take a decision;

16.6.3 the operation, suspension, termination or amendment of the Plan.

16.7 Waiver

Participation in the Plan is permitted only on the basis that the Participant accepts all the provisions of the Rules, including in particular this Rule. By participating in the Plan, an Employee waives all rights under the Plan, other than the right to receive Shares subject to and in accordance with the express terms of the Rules and the Performance Condition, in consideration for, and as a condition of, the grant of an Award under the Plan.

16.8 Third parties

Nothing in this Plan confers any benefit, right or expectation on a person who is not an Employee. No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Plan. This does not affect any other right or remedy of a third party which may exist.

16.9 Separate and independent

Each of the provisions of this Rule is entirely separate and independent from each of the other provisions. If any provision is found to be invalid then it will be deemed never to have been part of these Rules and to the extent that it is possible to do so, this will not affect the validity or enforceability of any of the remaining provisions.

17 Personal data

17.1 Consent

By participating in the Plan the Participant consents to the holding and processing of personal data provided by the Participant to the Company for all purposes relating to the operation of the Plan.

17.2 Types of processing

These include, but are not limited to:

17.2.1 administering and maintaining Participant records;

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17.2.2 providing information to trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan;

17.2.3 providing information to future purchasers of the Company or the business in which the Participant works;

17.2.4 transferring information about the Participant to a country or territory outside the European Economic Area.

18 Changes to and termination of the Plan

18.1 Committee powers

Subject as provided in this Rule, the Committee may, in its discretion, amend the Rules or any part of the Plan as it considers appropriate. Variations may affect the terms of Awards which have already been made.

18.2 Participant’s consent

No amendment shall be made to the Rules or to any outstanding Award which would have the effect of abrogating or altering adversely in any material respect any of the subsisting rights of Participants in relation to Awards, except with the consent of the majority of the Participants affected by the proposed amendment. For a US Participant, no amendment of the Plan may result in the advancement or additional deferral in timing of the transfer of shares or payment of cash with respect to an Award subject to Section 409A except to the extent permitted by Section 409A.

18.3 Shareholder approval

Except as provided in Rule 18.4, the prior approval of the Company in general meeting is required for any proposed change to the Rules to the advantage of present or future Participants which relates to:

18.3.1 the persons to or for whom Awards may be made;

18.3.2 the limitations on the number of Shares which may be allocated under the Plan;

18.3.3 the individual limits under Rule 4;

18.3.4 any rights attaching to Conditional Awards, Options, Awards or Shares;

18.3.5 the terms of this Rule 18.3.

18.4 Minor changes

The approval of the Company in general meeting is not required for any minor changes to the Rules which are:

18.4.1 to benefit the administration of the Plan;

18.4.2 to comply with or take account of the provisions of any proposed or existing legislation;

18.4.3 to take account of any changes to legislation; or

18.4.4 to obtain or maintain favourable tax, exchange control or regulatory treatment of any Group Company or any present or future Participant.

18.5 Employees’ share scheme

No amendment shall take effect to the extent that it would cause the Plan to cease to be an "employees' share scheme" as defined in section 1166 of the Companies Act 2006.

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18.6 Termination

The Committee shall have discretion to terminate the Plan at any time, without prejudice to subsisting Awards.

19 Operating the Plan overseas

The Plan may be operated by the Company both in the United Kingdom and overseas. If the Plan is operated overseas the Committee may vary these rules as it reasonably considers necessary for legal; tax; regulatory or administrative reasons to facilitate the operation of the Plan.

In order to enable the Plan to operate in other overseas jurisdictions, the Committee may decide that when a Participant terminates employment with an employing entity in an overseas jurisdiction or when a Participant relocates outside of an overseas jurisdiction, all rights that the Participant may have under the plan may be terminated; accelerated; varied or settled as the Committee thinks reasonable in all the circumstances.

20 Governing law

The Plan is governed by English law and if there is any conflict of laws, English law shall prevail. All Group Companies and Participants shall submit to the jurisdiction of the English Courts as regards any matter arising under the Plan.

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EX-4.2

EXHIBIT 4.2

INTERCONTINENTAL HOTELS GROUP

RULES

ANNUAL PERFORMANCE PLAN

Directors’ Adoption: Shareholders’ Approval: Effective Date: Expiry Date: 13 February 2014 2 May 2014 2 May 2014 2 May 2024

TABLE OF CONTENTS

1	Meanings of Words Used		1
2	Administration of the Plan		2
3	Operation of the Plan		3
	3.1	Setting Performance Targets	3
	3.2	Basis of calculation of Performance Payments	3
	3.3	Nature of Performance Payments	3
	3.4	Notification to Participants	3
	3.5	Variation	4
4	Plan limits		4
	4.2	Exclusions	4
	4.3	Meaning of Allocate	4
5	Voting, dividends and Dividend Equivalents		4
	5.1	Rights	4
	5.2	Dividend Equivalents	4
	5.3	Settling Dividend Equivalents	4
6	Material events before the making of Performance Payments		5
	6.1	New joiners	5
	6.2	Death during the Performance Period	5
	6.3	Good Leaver terminations during the Performance Period	5
	6.4	Other leavers during the Performance Period	5
	6.5	Reconstructions and Takeovers during the Performance Period	6
	6.6	Death after the Performance Period	6
	6.7	Good Leaver terminations after the Performance Period	6
	6.8	Other leavers after the Performance Period	6
	6.9	Reconstructions and Takeovers after the Performance Period	6
	6.1	Date of termination	6
7	Making of Performance Payments		7
	7.1	Calculation of Performance Payments	7
	7.2	Performance Payments in cash	7
	7.3	Performance Payments in Shares	7
	7.4	Timing of APP Deferred Share Awards	7
8	Termination of employment before the Release Date		8
	8.1	Death	8
	8.2	Good Leaver terminations	8
	8.3	Other terminations	8
	8.4	Reconstruction or Takeover	8
9	Release Date		8
	9.1	Rights	8

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	9.2	Dealing restrictions	8
10	Cash alternative		9
11	Reconstructions and Takeovers		9
	11.1	Acceleration of rights	9
	11.2	Exchange of rights	9
	11.3	Other transactions	9
12	Discretion to reduce Performance Payments		9
	12.1	Committee can reduce Performance Payments	9
	12.2	Circumstances	10
	12.3	Notification	10
13	General		10
	13.1	Notice	10
	13.2	Final and conclusive	10
	13.3	Costs	10
	13.4	Withholding	11
	13.5	Regulations	11
	13.6	Section 409A	11
14	Terms of employment:		11
	14.1	Application	11
	14.2	Not part of employment contract	11
	14.3	No future expectation	11
	14.4	No entitlement	11
	14.5	Decisions	12
	14.6	No compensation	12
	14.7	Waiver	12
	14.8	Third parties	12
	14.9	Separate and independent	12
15	Personal data		12
	15.1	Consent	12
	15.2	Types of processing	12
16	Changes to and termination of the Plan		13
	16.1	Committee powers	13
	16.2	Shareholder approval	13
	16.3	Minor amendments	13
	16.4	Employees’ share scheme	13
	16.5	Termination	14
17	Operating the Plan overseas		14
18	Governing law		14

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Intercontinental Hotels Group Annual Performance Plan (“APP”) Rules

1 Meanings of Words Used

In these Rules:

“APP Cash Award” means a conditional cash award payable under this Plan.

"APP Deferred Share Award" means any Shares comprised in a Performance Payment, which may be in the form of a Conditional Award or a Forfeitable Award.

"Change in Ownership under Section 409A" means a "change in ownership" within the meaning of US Treasury Regulation Section 1.409A-3(i)(5)(v). In general, a change in the ownership of a corporation occurs on the date that any one person, or more than one person acting as a group (as defined for purposes of Section 409A), acquires ownership of stock of the corporation that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of such corporation. However, if any one person, or more than one person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting power of the stock of a corporation, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the corporation. An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the corporation acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this section. This section applies only when there is a transfer of stock of a corporation (or issuance of stock of a corporation) and stock in such corporation remains outstanding after the transaction.

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

"Company" means InterContinental Hotels Group PLC (with registered number 5134420).

"Conditional Award" means an APP Deferred Share Award within Rule 7.3.1.

“Dividend Equivalent” means a cash payment (as defined in Rule 5.2) which, although not a real dividend payment, reflects the economic value of dividends that are paid on real Shares.

"Employee" means, except for the purposes of Rule 14, any employee or former employee of any Group Company.

"Forfeitable Award" means an APP Deferred Share Award within Rule 7.3.2.

"Forfeitable Share Agreement" means the agreement setting out the terms of a Forfeitable Award as required by Rule 7.3.2.

“Good Leaver” and “Good Leaver Reason” means Participants who terminate employment in certain termination situations as described in Rule 6.3.

"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.

"LTIP" means the InterContinental Hotels Group Long Term Incentive Plan as amended from time to time.

"Participant" means a person who has been selected to participate in the Plan.

"Performance Payment" means an award of an APP Cash Award or an APP Deferred Share Award, or both, made to a Participant in accordance with the Plan.  Such Performance Payments may be designated to a particular Performance Payment Cycle.

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“Performance Payment Cycle” means the operation of the Plan in a particular year or period or in relation to particular one-off awards;

“Performance Period” means the period set by the Committee for the achievement of the Performance Target. The Performance Period shall not, generally, exceed one financial year.

"Performance Target" means any target specified in relation to a Performance Payment.

"Plan" means The InterContinental Hotels Group Annual Performance Plan constituted by this document as amended from time to time.

"Reconstruction or Takeover” means any takeover or merger, however effected, including a reverse takeover, partial offer or scheme of arrangement sanctioned by the court other than an internal reconstruction or reorganisation which does not involve a significant change in the identity of the ultimate shareholders of the Company.

"Release Date" in relation to Shares under any Forfeitable Award, means the date on which the Participant is entitled to the Shares free of any restrictions, and in relation to any Shares subject to a Conditional Award, means the date on which the Participant becomes entitled to receive the Shares under Rule 9, but in all cases subject to any delay under Rule 9.2 and subject to any advancement under any other provision of the Rules.

"Rules" means these rules as amended from time to time.

"Salary" in relation to a Performance Payment for a financial year, means the basic annual salary in effect on the last day of that financial year excluding all payments additional to basic salary (for example mortgage support allowance, expatriate allowance etc).

"Section 409A" means Section 409A of the US Internal Revenue Code of 1986, as amended.

"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 1159 of the Companies Act 2006.

“US Participant” means a Participant who is or who becomes subject to taxation under the federal income tax rules of the United States of America.

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 gender include all genders.

2 Administration of the Plan

The Plan shall be operated and administered by the Committee on behalf of the Company. The Committee shall have full authority from the Company to operate the Plan as it considers reasonable in all the circumstances.

Only Employees may be selected to participate in the Plan. The Committee shall have an absolute discretion as to the selection of Employees for participation in the Plan in respect of any Performance Payment Cycle.

The Committee may decide at any time and at its discretion when the Plan shall be operated. Performance Payments may be granted at any time before 2 May, 2024.

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3 Operation of the Plan

3.1 Setting Performance Targets

The Committee may set Performance Targets for Participants it selects to participate in any Performance Payment Cycle.  However, the Committee may determine that Performance Targets are not necessary for any particular Performance Payment Cycle. The Committee may decide to make Performance Payments if those Performance Targets (if any) are achieved. However, the Committee retains a general discretion to withdraw some or all of the Participants from the Plan or Performance Payment Cycle at any time and not to make any Performance Payments if it considers it reasonable to do so in all the circumstances. These circumstances may, for example, include Company performance, business unit performance, individual performance or any combination of such factors. In the case of individual performance this may include the Participant's failure or inability to contribute to the management team effort for example if:

3.1.1 the Participant's personal performance is formally appraised as unsatisfactory; or

3.1.2 the Participant is subject to disciplinary action.

3.2 Basis of calculation of Performance Payments

Any potential Performance Payments shall be calculated as a specified percentage of Salary. Performance Payments given to any individual Participant in any given financial year must not exceed 200% of Salary.

3.3 Nature of Performance Payments

Performance Payments in any Performance Payment Cycle may take the form of APP Cash Awards or APP Deferred Share Awards, or a combination of the two, as the Committee may determine.

An APP Deferred Share Award may take the form of a Conditional Award or a Forfeitable Award and shall be deferred until the Release Date determined by the Committee.

The Committee may determine that there shall be more than one Release Date.

3.4 Notification to Participants

Participants may be notified that they have been selected for participation in the Plan in respect of a Performance Payment Cycle. The notice may include details of:

3.4.1 any Performance Target and any Performance Period;

3.4.2 the percentage of Salary comprising any Performance Payment;

3.4.3 whether any Performance Payment will be an APP Cash Award, an APP Deferred Share award or a combination of the two;

3.4.4 whether any APP Deferred Share Award will be a Conditional Award or a Forfeitable Award; and

3.4.5 the Release Date.

For Participants who are or who become subject to taxation under the federal income tax rules of the United States of America, the number of Shares that will be subject to a Conditional Award and the number of Shares that will be subject to a Forfeitable Award must be determined at the time the Performance Payments are determined and notified to the Participant under this Rule.

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3.5 Variation

The Committee may, at any time after giving notice of participation, vary its terms as regards the operation of the Plan generally or in respect of any Participant and specify any other terms applicable to the operation of the Plan.

4 Plan limits

4.1.1 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 all other employee share plans operated by the Company.

4.1.2 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.

4.2 Exclusions

Where the right to acquire Shares is released or lapses, the Shares concerned are ignored when calculating the limits in this Rule 4.

4.3 Meaning of Allocate

"Allocate" means granting a right to acquire unissued Shares or to acquire Shares which are held by the Company in treasury or, if there is no such grant, the issue and allotment of Shares or the transfer of Shares from treasury.  (However, if at any time the relevant institutional investor guidelines cease to require treasury shares to be taken into account for this purpose, then Allocate shall not include such treasury shares.)

5 Voting, dividends and Dividend Equivalents

5.1 Rights

A Participant shall not be entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares until the Shares are issued or transferred to the Participant or his nominee.

5.2 Dividend Equivalents

Notwithstanding Rule 5.1, the Company may grant a Conditional Award on the basis that the Participant shall receive an amount equal to the declared and payable dividends the record date for which falls between the date the Conditional Award is made and the Release Date (“Dividend Equivalents”), multiplied by the number of Shares comprised in the Conditional Award, and adjusted assuming full dividend reinvestment. In the case of a Participant's death, the relevant period will be extended (if relevant) to the date of issue or transfer to the Participant or his nominee. No shareholder rights or Dividend Equivalents shall attach to APP Cash Awards.

5.3 Settling Dividend Equivalents

Any Dividend Equivalent may be paid in cash or in such whole number of Shares (rounded down) as has a market value (as at the Release Date) as nearly as practicable equal to that amount. The cash will be paid or Shares issued or transferred on the same date as cash is paid or Shares are issued or transferred with respect to the underlying Conditional Award, or such other date as the Committee may determine.

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6 Material events before the making of Performance Payments

6.1 New joiners

The Committee may permit an Employee to join the Plan part way through a financial year, on the basis that any Performance Payment is either payable for the full year or pro-rated from the date of entry, at its discretion. The Participant shall be notified of the terms of participation accordingly.

6.2 Death during the Performance Period

If a Participant dies during the Performance Period then, unless the Committee decides otherwise and provided that the Committee has determined that a Performance Payment is payable pursuant to Rule 3.1, the Participant shall receive the Performance Payment as an APP Cash Award (and, for the avoidance of doubt, if any part of the Performance Payment had been designated as an APP Deferred Share Award, it shall be paid as an APP Cash Award) prorated to reflect the proportion of the Performance Period which occurred before the Participant’s death and the Committee will as soon as reasonably practicable procure the payment of the APP Cash Award to the Participant's personal representatives.

6.3 Good Leaver terminations during the Performance Period

If a Participant's employment with any Group Company terminates during the Performance Period by reason of:

(i) ill-health, injury, disability;

(ii) redundancy;

(iii) retirement by agreement with the Participant's employer;

(iv) the Participant's employing company being transferred to a person which is not a Group Company; or

(v) a transfer of the undertaking, or part of the undertaking, in which the Participant works to a person which is not a Group Company;

(each a “Good Leaver Reason”) the Participant shall, provided that the Committee has determined that a Performance Payment is payable pursuant to Rule 3.1, receive a Performance Payment which will be pro­rated to the date of termination or, exceptionally, to such later date as the Committee may determine. Unless the Committee determines otherwise, the form of the Performance Payment will not be changed from that notified under Rule 3.4. Unless the Committee decides otherwise, there will be no acceleration of settlement as a result of such termination.

6.4 Other leavers during the Performance Period

If a Participant's employment with any Group Company terminates during the Performance Period other than because of death or for a Good Leaver Reason, he shall not receive any Performance Payment unless the Committee decides otherwise. If the Committee decides to exercise its discretion to make a Performance Payment in these circumstances, it may prorate the Performance Payment to reflect the proportion of the Performance Period which occurred before the termination and will determine all other terms applicable to the Performance Payment. For US Participants the timing of any settlement of a Conditional Award pursuant to this Rule 6.4 shall be made in a manner consistent with the requirements of Section 409A, if applicable.

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6.5 Reconstructions and Takeovers during the Performance Period

If there is a Reconstruction or Takeover during the Performance Period, Performance Payments will be pro-rated to the date of the Reconstruction or Takeover, or such later date as the Committee may determine, and shall consist of an APP Cash Award rather than an APP Deferred Share Award, unless the Committee determines otherwise.

There will be no acceleration of settlement as a result of any such Reconstruction or Takeover, unless the Committee determines otherwise.

6.6 Death after the Performance Period

If a Participant dies after the end of the Performance Period but before Performance Payments have been made under Rule 7, then, unless the Committee decides otherwise and provided that the Committee has determined that a Performance Payment is payable pursuant to Rule 3.1, the Committee will as soon as reasonably practicable procure the awarding and payment of the Performance Payment as an APP Cash Award to the Participant's personal representatives.  For the avoidance of doubt, if any part of the Performance Payment had been designated as an APP Deferred Share Award, it shall be paid as an APP Cash Award.

6.7 Good Leaver terminations after the Performance Period

If a Participant’s employment with any Group Company terminates for a Good Leaver Reason after the end of the Performance Period, but before Performance Payments have been made under Rule 7, provided that the Committee has decided to make Performance Payments, , the Participant shall receive a Performance Payment in the form specified under Rule 3.4, unless the Committee determines otherwise. There will be no acceleration of settlement as a result of such termination.

6.8 Other leavers after the Performance Period

If a Participant’s employment with any Group Company terminates after the Performance Period other than for a Good Leaver Reason the Participant shall receive only an APP Cash Award (and for the avoidance of doubt, if any part of the Performance Payment had been designated as an APP Deferred Share Award, Participants shall not receive an APP Deferred Share Award), provided the Committee has decided to make Performance Payments, unless the Committee determines otherwise. There will be no acceleration of settlement as a result of such termination.

6.9 Reconstructions and Takeovers after the Performance Period

If there is a Reconstruction or Takeover during the period between the end of the Performance Period and the making of Performance Payments under Rule 7, Performance Payments will be made in full, and shall consist of an APP Cash Award and not an APP Deferred Share Award, unless the Committee determines otherwise.

There will be no acceleration of settlement as a result of any such Reconstruction or Takeover, unless the Committee determines otherwise.

6.10 Date of termination

For the purposes of this Rule and Rule 8, a Participant's employment with a Group Company will not be treated as having terminated until the Participant ceases to be employed by any Group Company. Unless the Committee decides otherwise, in the case of termination for any of the reasons set out in Rule 6.3 (other than retirement) the Participant will be treated as having terminated on the date of actual termination and not at the end of his contractual notice period or severance period.

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7 Making of Performance Payments

7.1 Calculation of Performance Payments

As soon as reasonably practicable after the end of the Performance Period, if any, (and if the Committee decides to make Performance Payments) the Performance Target (if any) shall be evaluated, and the amount of each Participant's Performance Payment shall be calculated.

7.2 Performance Payments in cash

APP Cash Awards shall be paid as soon as reasonably practicable by the Company or, where relevant the Group Company employing the Participant, and in any event within 90 days of the end of the Performance Period (if any). However, US Participants shall receive payment no later than 15 March of the calendar year following the end of the Performance Period.

7.3 Performance Payments in Shares

In respect of each APP Deferred Share Award, the Committee shall determine whether to make it in the form of a Conditional Award or a Forfeitable Award. The relevant number of Shares will be calculated by reference to the market value of the Shares. The market value of the Shares will be taken as the average of the middle market quotation of a Share for the three business days following the announcement of the Company's results for the relevant financial year or by such other method and for such other days as the Committee may determine.

APP Deferred Share Awards will be granted by deed or in any other manner which is legally enforceable in the relevant jurisdiction.

7.3.1 Conditional Award: The Participant is entitled to receive the relevant number of Shares on the Release Date, provided he remains an Employee of a Group Company until the Release Date.

7.3.2 Forfeitable Award: The relevant number of Shares is transferred to the Participant or his nominee for his absolute benefit but on terms that he may forfeit them if he ceases to be an Employee of a Group Company before the Release Date, and on any other terms contained in the Forfeitable Share Agreement. The Participant must sign the Forfeitable Share Agreement within a specified time, and failure to do so will result in the forfeiture of the Shares, unless the Committee decides otherwise.

7.4 Timing of APP Deferred Share Awards

Subject to any dealing restrictions, APP Deferred Share Awards may only be made within 42 days of:

7.4.1 the day after the announcement of the Company’s results for any period;

7.4.2 any day on which the Directors decide that exceptional circumstances exist which justify the grant of APP Deferred Share Awards;

7.4.3 any day on which changes to law or regulation affecting employee share plans are announced, made or become effective; or

7.4.4 the lifting of dealing restrictions which prevented the granting of APP Deferred Share Awards during any period specified above.

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8 Termination of employment before the Release Date

8.1 Death

If the Participant dies before the Release Date, the Release Date for the Shares comprised in the APP Deferred Share Award will be accelerated, unless the Committee decides otherwise. For any US Participants the Release Date shall be advanced and accelerated to the date that is not more than 60 days after the date of his death.

8.2 Good Leaver terminations

If the Participant's employment with a Group Company is terminated before the Release Date for a Good Leaver Reason, the employee will continue to participate in the Plan and the Release Date for the Shares comprised in the APP Deferred Share Award will generally not be accelerated. However the Committee may, in its discretion, accelerate the Release Date for some or all of the Shares to the date of termination. However, notwithstanding the above, for any US Participants the Release Date may not be advanced.

8.3 Other terminations

If the Participant ceases to be in the employment of any Group Company before the Release Date for any reason other than Death or a Good Leaver Reason, all Shares subject to Forfeitable Awards are forfeited immediately, and his right to receive Shares pursuant to a Conditional Award on the Release Date is lost, unless the Committee decides otherwise. For US Participants the timing of any settlement of a Conditional Award pursuant to this Rule 8.3 shall be made in a manner consistent with the requirements of Section 409A, if applicable.

8.4 Reconstruction or Takeover

If the Participant's employment with a Group Company is terminated in connection with a Reconstruction or Takeover before the Release Date, the Release Date in respect of all the Shares comprised in his APP Deferred Share Award will, unless the Committee decides otherwise, be advanced to the date of termination of employment. However, for the APP Deferred Share Award of any US Participants, (i) if the Reconstruction or Takeover is also a Change in Ownership, this Rule 8.4 shall not apply to such APP Deferred Share Award because Rule 11.1 would have already taken effect upon the date of the Reconstruction or Takeover; and (ii) if the Reconstruction or Takeover is not also a Change in Ownership, the Release Date shall not be advanced.

9 Release Date

9.1 Rights

Unless otherwise provided in these Rules, the Participant is entitled to receive the Shares comprised in his Conditional Award on the Release Date.

The Committee shall arrange delivery of the Shares or cash to each Participant or his nominee on, or as soon as reasonably practical after, the Release Date.

9.2 Dealing restrictions

In the event that the acquisition or disposal of Shares is not permitted by law or by any relevant restrictions, the Release Date will be deferred until the ending of such restrictions unless the Committee decides otherwise. For US Participants, such a deferral shall be effected only to the extent permitted under Section 409A.

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10 Cash alternative

The Committee may decide to satisfy any APP Deferred Share Award by paying an equivalent amount in cash, if it considers in its discretion that this would be appropriate. The Committee will in its discretion determine the appropriate cash amount by any reasonable means.

11 Reconstructions and Takeovers

11.1 Acceleration of rights

In the event of a Reconstruction or Takeover before the Release Date, unless the Committee decides otherwise, the Company will as soon as reasonably practicable deliver to each Participant the Shares in the Conditional Awards and the Participants will become entitled to the Shares subject to a Forfeitable Award free of any restrictions.

For US Participants, the transfer of Shares or payment of cash with respect to a Performance Payment subject to Section 409A may be advanced only if the Reconstruction or Takeover constitutes a Change in Ownership under Section 409A in which case the transfer or payment, as applicable, shall be made upon the date of the Reconstruction or Takeover. For US Participants such a Reconstruction or Takeover that is a Change in Ownership under Section 409A shall always trigger an advancement in time of the transfer of Shares or payment of cash.

11.2 Exchange of rights

In the case of a Reconstruction or Takeover involving the exchange of Shares for shares in another company, or in more than one other company, the Committee may in its discretion determine that no Shares or cash should be transferred, and that instead the Participant's right to the Shares comprised in a Conditional Award should be replaced by a right to the appropriate number of shares in that other company or companies. The Committee may also determine that any Shares subject to a Forfeitable Award shall remain subject to equivalent restrictions until the Release Date. For US Participants who are subject to Section 409A any such replacement of Shares with shares in that other company or companies, if made, shall be made in a manner consistent with the requirements of Section 409A.

11.3 Other transactions

The Committee has discretion to take such action as it may think appropriate if other events happen which may have an effect on Performance Payments. For a US Participant, no such action shall result in an advancement or additional deferral in time of the transfer of shares or payment of cash with respect to a Performance Payment subject to Section 409A, unless otherwise permitted under Section 409A.

12 Discretion to reduce Performance Payments

12.1 Committee can reduce Performance Payments

Notwithstanding any other Rule of the Plan, if circumstances occur which, in the reasonable opinion of the Committee, justify a reduction in one or more Performance Payments granted to any one or more Participants, the Committee may in its discretion at any time prior to the Release Date determine (acting fairly and reasonably) that the cash amount payable under a Performance Payment or the number of Shares over which a Performance Payment is granted shall be reduced to such amount or number (including to nil) as the Committee considers appropriate in the circumstances.

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12.2 Circumstances

The circumstances in which the Committee may consider that it is appropriate to exercise its discretion under this Rule, include the following:

12.2.1 the misconduct of a Participant which results in or is reasonably likely to result in

(i) significant reputational damage to the Company, any Group Company or to a relevant business unit (as appropriate);

(ii) a material adverse effect on the financial position of the Company, any Group Company or to a relevant business unit (as appropriate); or

(iii) a material adverse effect on the business opportunities and prospects for sustained performance or profitability of the Company, any Group Company or relevant business unit (as appropriate);

12.2.2 a material misstatement or restatement in the Company's or any Group Company's audited financial accounts (other than as a result of a change in accounting practice).

12.3 Notification

If the Committee decides to exercise its discretion under this Rule, it shall confirm this in writing to each affected Participant. For the purposes of these Rules:

12.3.1 the Performance Payment shall be deemed to have been granted over the reduced cash amount or reduced number of Shares (as the case may be);

12.3.2 any subsequent release of a Performance Payment shall be determined by reference to this reduced cash amount or reduced number of Shares;

12.3.3 if the cash amount or number of Shares is reduced to nil, the Performance Payment shall be treated as if it had never been granted and a Participant (including a Participant who has left employment before the Release Date other than by reason of death) shall have no rights to any cash amount or Shares.

13 General

13.1 Notice

Any notice or other document given to any Employee or Participant pursuant to the Plan shall be delivered to him or sent to him by post or by an electronic communication (including by the updating of any web page) at his address according to the records of his employing company. Notices or other documents sent by post shall be deemed to have been given 5 days following the date of posting. Notices or other documents delivered electronically shall be deemed to have been given the day of transmission.

13.2 Final and conclusive

The decision of the Committee in any question of interpretation of the Rules or any dispute relating to or connected with this Plan shall be final and conclusive.

13.3 Costs

The costs of introducing, operating and administering the Plan shall be borne by the Company and the relevant Group Companies.

Each relevant Group Company will, if required by the Company, reimburse the Company for any costs incurred in connection with Performance Payments made to Participants who are employed by it.

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13.4 Withholding

The Company, any relevant Group Company and/or any relevant trustee may withhold any amounts or make such arrangements as are necessary to meet any liability to taxation and social security contributions in respect of the Shares, Dividend Equivalents or cash awarded under the Plan. The arrangements may include the sale of some or all of any Shares subject to an APP Deferred Share Award on behalf of the Participant, and the use of the proceeds to discharge the liability.

13.5 Regulations

The Company shall have power from time to time to make or vary regulations for the administration and operation of the Plan provided that they are not inconsistent with these Rules.

13.6 Section 409A

With respect to Performance Payments granted to US Participants, it is intended for such Performance Payments to be exempt from Section 409A and, to the extent such Performance Payments are not so exempt, for such Performance Payments to comply with the requirements of Section 409A.  In furtherance of such intent the provisions of the Plan and any Performance Payment document shall be interpreted in a manner that does not result in the imputation of any tax penalty or interest pursuant to Section 409A, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Performance Payment would otherwise frustrate or conflict with this intent, the provision, term or condition will be interpreted and deemed amended so as to avoid this conflict. Notwithstanding the foregoing, the tax treatment of the benefits provided under the Plan or any Performance Payment document is not warranted or guaranteed.

14 Terms of employment:

14.1 Application

This Rule applies:

14.1.1 during an Employee's employment or employment relationship; and

14.1.2 after the termination of an Employee's employment or employment relationship, whether the termination is lawful or unlawful.

14.2 Not part of employment contract

Nothing in the Rules or the operation of the Plan forms part of the contract of employment or employment relationship of an Employee. The rights and obligations of an Employee are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment or a continued employment relationship.

14.3 No future expectation

The grant of Performance Payments on a particular basis in any year does not create any right to or expectation of the grant of Performance Payments on the same basis, or at all, in any future year.

14.4 No entitlement

No Employee is entitled to participate in the Plan, or be considered for participation in it, at a particular level or at all. Participation in one operation of the Plan does not imply any right to participate, or to be considered for participation in any later operation of the Plan.

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14.5 Decisions

Without prejudice to an Employee's right to receive the Shares comprised in an APP Deferred Share Award subject to and in accordance with the express terms of the Rules, no Employee has any rights in respect of the exercise or omission to exercise any discretion, or the making or omission to make any decision, relating to the Performance Payment. Any and all discretions, decisions or omissions relating to the Performance Payment may operate to the disadvantage of the Employee, even if this could be regarded as capricious or unreasonable, or could be regarded as in breach of any implied term between the Employee and his employer, including any implied duty of trust and confidence. Any such implied term is excluded and overridden by this Rule.

14.6 No compensation

No Employee has any right to compensation for any loss in relation to the Plan, including:

14.6.1 any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of employment or the employment relationship);

14.6.2 any exercise of a discretion or a decision taken in relation to a Performance Payment or to the Plan, or any failure to exercise a discretion or take a decision;

14.6.3 the operation, suspension, termination or amendment of the Plan.

14.7 Waiver

Participation in the Plan is permitted only on the basis that the Participant accepts all the provisions of the Rules, including in particular this Rule. By participating in the Plan, an Employee waives all rights under the Plan, other than the right to receive Shares subject to and in accordance with the express terms of the Rules and the Performance Condition, in consideration for, and as a condition of, the grant of a Performance Payment under the Plan.

14.8 Third parties

Nothing in this Plan confers any benefit, right or expectation on a person who is not an Employee. No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Plan. This does not affect any other right or remedy of a third party which may exist.

14.9 Separate and independent

Each of the provisions of this Rule is entirely separate and independent from each of the other provisions. If any provision is found to be invalid then it will be deemed never to have been part of these Rules and to the extent that it is possible to do so, this will not affect the validity or enforceability of any of the remaining provisions.

15 Personal data

15.1 Consent

By participating in the Plan the Participant consents to the holding and processing of personal data provided by the Participant to the Company for all purposes relating to the operation of the Plan.

15.2 Types of processing

These include, but are not limited to:

15.2.1 administering and maintaining Participant records;

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15.2.2 providing information to trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan;

15.2.3 providing information to future purchasers of the Company or the business in which the Participant works;

15.2.4 transferring information about the Participant to a country or territory outside the European Economic Area.

16 Changes to and termination of the Plan

16.1 Committee powers

Subject as provided in this Rule, the Committee may, in its discretion, amend the Rules or any part of the Plan as it considers appropriate. Variations may affect the terms of Performance Payments which have already been made.

No amendment shall be made to the Rules or to any outstanding Performance Payment which would have the effect of abrogating or altering adversely in any material respect any of the subsisting rights of Participants, except with the consent of the majority of the Participants affected by the proposed amendment.

For a Participant who is or becomes subject to taxation under the federal income tax rules of the United States of America, no amendment of the Plan may result in the advancement or additional deferral in timing of the transfer of shares or payment of cash with respect to a Performance Payment subject to Section 409A except to the extent permitted by Section 409A.

16.2 Shareholder approval

Except as provided in Rule 16.3, the prior approval of the Company in general meeting is required for any proposed change to the Rules to the advantage of present or future Participants which relates to:

16.2.1 the persons to or for whom Performance Payments may be made;

16.2.2 the limitations on the number of Shares which may be allocated under the Plan;

16.2.3 the individual limit under Rule 3.2;

16.2.4 any rights attaching to Performance Payments or Shares;

16.2.5 the terms of this Rule.

16.3 Minor amendments

The approval of the Company in general meeting is not required for any minor changes to the Rules which are:

16.3.1 to benefit the administration of the Plan;

16.3.2 to comply with or take account of the provisions of any proposed or existing legislation;

16.3.3 to take account of any changes to legislation; or

16.3.4 to obtain or maintain favourable tax, exchange control or regulatory treatment of any Group Company or any present or future Participant.

16.4 Employees’ share scheme

No amendment shall take effect to the extent that it would cause the Plan to cease to be an "employees' share scheme" as defined in section 1166 of the Companies Act 2006.

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16.5 Termination

The Committee shall have discretion to terminate the Plan at any time, without prejudice to subsisting Performance Payments.

17 Operating the Plan overseas

The Plan may be operated by the Company both in the United Kingdom and overseas. If the plan is operated overseas the Committee may vary these Rules as it reasonably considers necessary for legal, tax, regulatory or administrative reasons to facilitate the operation of the Plan.

In order to enable the Plan to operate in other overseas jurisdictions the Committee may decide that when a Participant terminates employment with an employing entity in an overseas jurisdiction or when a Participant relocates outside of an overseas jurisdiction all rights that the Participant may have under the plan may be terminated; accelerated; varied or settled as the Committee thinks reasonable in all the circumstances.

18 Governing law

The Plan is governed by English law and if there is any conflict of laws English law will prevail. All Group Companies and all Participants shall submit to the jurisdiction of the English Courts as regards any matter arising under the Plan.

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EX-5.1

Exhibit 5.1

New York Menlo Park Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong

Davis Polk & Wardwell London LLP 99 Gresham Street London EC2V 7NG 020 7418 1300 tel 020 7418 1400 fax  

August 5, 2014

InterContinental Hotels Group PLC

Broadwater Park

Denham, Buckinghamshire

UB9 5HR

Dear Sirs

InterContinental Hotels Group PLC - Registration Statement on Form S-8

We are acting as advisers as to English law to InterContinental Hotels Group PLC, a public company limited by shares incorporated under the laws of England and Wales (the Company) in connection with the Registration Statement on Form S-8 (the Registration Statement) to be filed on August 5, 2014 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the Act), with respect to up to 5,000,000 ordinary shares of 15 265/329 pence each of the Company (the Ordinary Shares) which may be awarded from time to time pursuant to the InterContinental Hotels Group Long Term Incentive Plan (the LTIP) and up to 1,600,000 Ordinary Shares which may be awarded from time to time pursuant to the InterContinental Hotels Group Annual Performance Plan (the APP), each approved by the shareholders of the Company in general meeting on May 2, 2014.

Documents Reviewed

For the purposes of giving this opinion, we have examined the documents listed in Schedule 1 to this opinion. Terms defined in the Schedules have the same meaning where used in this opinion (including, for the avoidance of doubt, the Schedules).

Nature of Opinion and Observations

This opinion is confined to matters of English law (including case law) as at the date of this opinion. We express no opinion with regard to any system of law other than the laws of England as currently applied by the English courts and, in particular, we express no opinion on European Community law as it affects any jurisdiction other than England and Wales.

Davis Polk & Wardwell London LLP is a limited liability partnership formed under the laws of the State of New York, USA, and is authorised and regulated by the Solicitors Regulation Authority with registration number 566321.

Davis Polk includes Davis Polk & Wardwell LLP and its associated entities.

InterContinental Hotels Group PLC 2 August 5, 2014

By giving this opinion, we do not assume any obligation to notify you of future changes in law which may affect the opinions expressed in this opinion, or otherwise to update this opinion in any respect.

We have not been responsible for verifying whether statements of fact (including foreign law), opinion or intention in any documents referred to in this opinion or in any related documents are accurate, complete or reasonable.

Opinion

On the basis of our examination of the documents listed in Schedule 1 to this opinion and the other matters referred to above, and subject to the assumptions in Schedule 2 to this opinion, the qualifications in Schedule 3 to this opinion and any matters not disclosed to us, we are of the opinion that:

1. the Company has been duly incorporated in Great Britain and registered in England and Wales as a public company limited by shares under the Companies Act 2006, as amended; and

2. following (a) compliance by the Company with its obligations under the rules of each of the LTIP and APP; and (b) the due issue and allotment by the Company of such of the Ordinary Shares as will be issued as new shares pursuant to and in accordance with the rules of each of the LTIP and APP and against payment in full of the agreed consideration therefor (being not less than the par value thereof), and subject to the Company's Articles of Association not being materially altered prior to the issue and allotment of such Ordinary Shares, those new Ordinary Shares will be validly issued, fully paid and no further contribution in respect of such Ordinary Shares will be required to be made to the Company by the holders of such shares by virtue solely of them being such holders.

Governing Law

This opinion and any non-contractual obligations arising out of or in relation to it are governed by and shall be construed in accordance with English law.

This opinion is addressed to you for your own benefit for the purposes of the Registration Statement to be filed under the Act. It may not be disclosed or furnished to, or used or relied upon by, any other person or used or relied upon by you for any other purpose without, in any such case, our prior written consent. We hereby give such consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we come within the category of persons whose consent is required under section 7 of the Act.

Yours faithfully

/s/ Davis Polk & Wardwell London LLP

SCHEDULE 1

For the purposes of this opinion, we have examined the following documents:

1.   a copy of the Registration Statement to be filed under the Act;

2.   a copy of the rules of the LTIP;

3.   a copy of the rules of the APP; and

4.   a certificate from the Secretary of the Company dated August 5, 2014 and the documents annexed thereto.

Sch 1-1

SCHEDULE 2

ASSUMPTIONS

In considering the documents listed in Schedule 1 and in rendering this opinion, we have (with your consent and without any further enquiry) assumed:

1.  Authenticity: the genuineness of all signatures, stamps and seals on, and the authenticity, accuracy and completeness of, all documents submitted to us whether as originals or copies;

2.  Copies: the conformity to originals of all documents supplied to us as photocopies, portable document format (PDF) copies, facsimile copies or e-mail versions;

3.  Drafts: that, where a document has been examined by us in draft, in agreed form or in specimen form, it will be or has been executed in the form of that draft, agreed form or specimen form;

4.  Secretary's Certificate: that each of the statements contained in a certificate of the Secretary of the Company dated August 5, 2014 (the Certificate) is true and correct as at the date hereof;

5.  Directors' Duties:

a.  that the directors of the Company, in authorising the allotment and issue of any Ordinary Shares have exercised and will exercise their powers in accordance with their duties under all applicable laws and the Articles of Association in force at the relevant time; and

b.  that all such further meetings of the Board or any duly authorised and constituted committee of the Board which may be required in order to validly allot (whether provisionally or otherwise) and issue any Ordinary Shares will be duly convened and held and the requisite resolutions to give effect to such allotment and issue will be duly and validly passed;

6.  Unknown Facts: that there are no facts or circumstances (and no documents, agreements, instruments or correspondence) which are not apparent from the face of the documents listed in Schedule 1 or which have not been disclosed to us that may affect the opinions expressed in this opinion;

7.  Company Search: that the information revealed by the search carried out by us or on our behalf on August 4, 2014 of the public documents of the Company kept at Companies House in Cardiff (the Company Search) (a) was accurate in all respects and has not since the time of such search been altered, and (b) was complete and included all relevant information which had been properly submitted to the Registrar of Companies;

Sch 2-1

8.  Winding-up Enquiry: that the information revealed by our oral enquiry on August 4, 2014 of the Central Registry of Winding-up Petitions (the Winding-up Enquiry) was accurate in all respects and has not since the time of such enquiry been altered;

9.  Foreign Law: that insofar as any obligation under each of the LTIP and APP is performed in, or is otherwise subject to, any jurisdiction other than England and Wales, its performance will not be illegal or ineffective by virtue of the law of that jurisdiction; and

10.  Company Records: that the name of the relevant allottee and the Ordinary Shares allotted are duly entered in the register of members of the Company and all other formalities associated therewith are completed and complied with.

Sch 2-2

SCHEDULE 3

QUALIFICATIONS

Our opinion is subject to the following qualifications:

1.  Company Search: the Company Search is not capable of revealing conclusively whether or not, inter alia, (i) a winding-up order has been made or a resolution passed for the winding up of a company; or (ii) an administration order has been made; or (iii) a receiver, administrative receiver, administrator or liquidator has been appointed, since notice of these matters may not be filed with the Registrar of Companies immediately and, when filed, may not be entered on the electronic records of the relevant company immediately.

2.  Winding-up Enquiry: the Winding-up Enquiry relates only to the presentation of (i) a petition for the making of a winding-up order or the making of a winding-up order by the Court; (ii) an application to the High Court of Justice in London for the making of an administration order and the making by such court of an administration order; and (iii) a notice of intention to appoint an administrator or a notice of appointment of an administrator filed at the High Court of Justice in London. It is not capable of revealing conclusively whether or not such a winding-up petition, application for an administration order, notice of intention or notice of appointment has been presented or winding-up or administration order granted.

3.  Insolvency: this opinion is subject to all applicable laws relating to bankruptcy, insolvency, liquidation, administration, voluntary arrangement, scheme of arrangement, moratorium, reorganisation, rescheduling, fraudulent transfer, preference, transactions at undervalue or other laws of general application relating to or affecting the rights of creditors.

Sch 3-1

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the InterContinental Hotels Group Long Term Incentive Plan and the InterContinental Hotels Group Annual Performance Plan of our reports dated February 17, 2014, with respect to the consolidated financial statements of InterContinental Hotels Group PLC and the effectiveness of internal control over financial reporting of InterContinental Hotels Group PLC included in its Annual Report and Form 20-F for the year ended December 31, 2013, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Ernst & Young LLP

London, England

August 5, 2014