0000912057-02-018496 Sample Contracts

18,000,000] Regal Entertainment Group Class A Common Stock UNDERWRITING AGREEMENT
Regal Entertainment Group • May 6th, 2002 • Services-motion picture theaters • New York

CREDIT SUISSE FIRST BOSTON CORPORATION LEHMAN BROTHERS INC. BEAR, STEARNS & CO. INC. SALOMON SMITH BARNEY INC., As Representatives of the Several Underwriters, c/o Credit Suisse First Boston Corporation, Eleven Madison Avenue, New York, N.Y. 10010-3629

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EMPLOYMENT AGREEMENT
Employment Agreement • May 6th, 2002 • Regal Entertainment Group • Services-motion picture theaters • Colorado

This EMPLOYMENT AGREEMENT is made as of May 3, 2002 (this "Agreement") by and between Regal Entertainment Group, a Delaware corporation (the "Company"), and Gregory W. Dunn ("Executive").

EMPLOYMENT AGREEMENT
Employment Agreement • May 6th, 2002 • Regal Entertainment Group • Services-motion picture theaters • Colorado

This EMPLOYMENT AGREEMENT is made as of May 3, 2002 (this "Agreement") by and between Regal Entertainment Group, a Delaware corporation (the "Company"), and Amy E. Miles ("Executive").

REGAL ENTERTAINMENT GROUP 2002 STOCK INCENTIVE PLAN FORM OF STOCK OPTION AGREEMENT
Of Stock Option Agreement • May 6th, 2002 • Regal Entertainment Group • Services-motion picture theaters • Delaware

This Stock Option Agreement (the "Option Agreement") is made and entered into as of the Date of Grant set forth below (the "Effective Date") by and between Regal Entertainment Group, a Delaware corporation (the "Company"), and the optionee named below (the "Optionee"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company's 2002 Stock Incentive Plan (the "Plan") that, unless terminated earlier by the Administrator, terminates on , 2012.

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