S-8

As filed with the Securities and Exchange Commission On November 5, 2004

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ELECTRONIC ARTS INC.

Delaware	94-2838567
(State of Incorporation)	(IRS Employer Identification No.)

209 Redwood Shores Parkway

Redwood City, CA 94065

(Address of Principal Executive Offices)

Criterion Software Group Limited Approved

Share Option Scheme

(Full Title of the Plan)

STEPHEN G. BENÉ

Senior Vice President, General Counsel and Secretary

209 Redwood Shores Parkway

Redwood City, CA 94065

(650) 628-1500

(Name, address and telephone number of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Proposed Maximum Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Aggregate Offering Price	Amount of Registration Fee
Common Stock ($0.01 par value)	136,524	$1.61	$219,804	$27.85

(1) This Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the Criterion Software Group Limited Approved Share Option Scheme by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration, which results in an increase in the number of outstanding shares of the Registrant’s Common Stock.

(2) Calculated solely for the purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended (the “Securities Act”), on the basis of the weighted average exercise price of outstanding options.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed to register the shares of Common Stock, par value $0.01 per share, of Electronic Arts Inc., a Delaware corporation (“EA” or the “Company”), issuable pursuant to the Criterion Software Group Limited Approved Share Option Scheme (the “Option Scheme”). In connection with EA’s acquisition of Criterion Software Group Limited (“Criterion”), EA offered to assume all of the outstanding options issued under the Option Scheme.

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

EA hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):

(a) EA’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004 filed with the Commission on June 4, 2004;

(b) EA’s Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30 and September 30, 2004, filed on August 3, 2004 and November 3, 2004, respectively;

(c) EA’s Current Reports on Form 8-K filed on April 8, 2004, April 29, 2004, July 22, 2004 and October 19, 2004;

(d) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by EA’s Annual Report referred to in (a) above; and

(e) The description of EA’s Common Stock contained in the Company’s Registration Statement on Form 8-A, together with any other amendments or reports filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof 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 in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. EXPERTS

The validity of the issuance of the shares of Common Stock offered hereby will be passed upon for EA by Stephen G. Bené, Senior Vice President, General Counsel and Secretary of the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of the State of Delaware allows a Delaware corporation to indemnify any person who is, or is threatened to be made, a party to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than action by or in the right of the corporation), by reason of the fact that the person was an officer or director of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that the person (a) acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and (b) in the case of a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. A Delaware corporation may indemnify its officers and directors in an action by or in the right of the corporation under the same conditions, except that judicial approval of the indemnification is required if the officer or director is judged to be liable to the corporation in the performance of his or her duty. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must

indemnify the officer or director against the expenses which he or she actually and reasonably incurred. Section 6 of our amended and restated bylaws and Article 7 of our amended and restated certificate of incorporation provide for the indemnification of our directors and officers to the fullest extent permissible under Delaware law, and if Delaware law is amended to further eliminate or reduce directors’ and officers’ liability to a Delaware corporation, our directors and officers liability shall be so eliminated or reduced as well.

In addition, in accordance with the Delaware General Corporation Law, Article 8 of our amended and restated certificate of incorporation limits the personal liability of our directors for violations of their fiduciary duty. This provision eliminates each director’s liability to us or our stockholders for monetary damages except (i) for any breach of the director’s duty of loyalty to us or our stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions, or (iv) for any transaction from which a director derived an improper personal benefit. The effect of this provision is to eliminate the personal liability of directors for monetary damages for actions involving a breach of their fiduciary duty of care, including any such actions involving gross negligence.

We have entered into indemnification agreements with our directors and officers. These agreements provide indemnity rights to the maximum extent permitted by law. While the indemnification agreements are not intended to deny or otherwise limit third-party or derivative suits against us or our directors or officers, if a director or officer were entitled to indemnity or contribution under the indemnification agreement, the financial burden of a third-party suit may be borne by us because, although any such recoveries would accrue to our benefit, they may be offset by our obligations to the director or officer under the indemnification agreement. In addition, our officers and directors are insured under an officers and directors liability insurance policy.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

4.01	Amended and Restated Certificate of Incorporation of Electronic Arts Inc. (1)
4.02	Amended and Restated Bylaws of Electronic Arts Inc. (2)
4.03	Criterion Software Group Limited Approved Share Option Scheme and related documents
4.04	Form of Letter to Holders of Options Granted under the Option Scheme and related documents
4.05	Form of Grant of Rollover Options Under the Criterion Software Group Limited Approved Share Option Scheme
5.01	Opinion of General Counsel regarding legality of the securities being issued
15.01	Letter re: Unaudited Interim Financial Information
23.01	Consent of General Counsel (included in Exhibit 5.01)
23.02	Consent of Independent Registered Public Accounting Firm
24.01	Power of Attorney (see page 4 hereof)

(1) Incorporated by reference to exhibit filed with EA’s Form 10-Q for the fiscal quarter ended September 30, 2004

(2) Incorporated by reference to exhibit filed with EA’s Form 10-Q for the fiscal quarter ended June 30, 2004

ITEM 9. UNDERTAKINGS

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; and

(iii) To include any material information with respect to 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 (1)(i) and (l)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 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.

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 Section 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.

Insofar as 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 Securities and Exchange 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 matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question 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.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each individual and corporation whose signature appears below constitutes and appoints Warren C. Jenson and Kenneth A. Barker and each of them, his or its true and lawful attorneys-in-fact and agents with full power of substitution, for him or it and in his or its name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement of Form S-8, and to file the same with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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 Redwood City, State of California, on this 5th day of November, 2004.

ELECTRONIC ARTS INC.
By:	/s/ Stephen G. Bené
	Stephen G. Bené, Esq.
	Senior Vice President, General Counsel
	and Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Name	Title	Date
Chief Executive Officer:
/s/ Lawrence F. Probst III Lawrence F. Probst III	Chairman and Chief Executive Officer	November 5, 2004
Principal Financial Officer:
/s/ Warren C. Jenson Warren C. Jenson	Exec. Vice President, Chief Financial and Administrative Officer	November 5, 2004
Principal Accounting Officer:
/s/ Kenneth A. Barker Kenneth A. Barker	Vice President, Chief Accounting Officer	November 5, 2004
Directors:
/s/ M. Richard Asher M. Richard Asher	Director	November 5, 2004
/s/ William J. Byron William J. Byron	Director	November 5, 2004
/s/ Leonard S. Coleman Leonard S. Coleman	Director	November 5, 2004
/s/ Gary M. Kusin Gary M. Kusin	Director	November 5, 2004
/s/ Gregory B. Maffei Gregory B. Maffei	Director	November 5, 2004
/s/ Timothy J. Mott Timothy J. Mott	Director	November 5, 2004
/s/ Robert W. Pittman Robert W. Pittman	Director	November 5, 2004
/s/ Linda J. Srere Linda J. Srere	Director	November 5, 2004

INDEX TO EXHIBITS

Exhibit Number	Description
4.01	Amended and Restated Certificate of Incorporation of Electronic Arts Inc. (1)
4.02	Amended and Restated Bylaws of Electronic Arts Inc. (2)
4.03	Criterion Software Group Limited Approved Share Option Scheme and related documents
4.04	Form of Letter to Holders of Options Granted under the Option Scheme and related documents
4.05	Form of Grant of Rollover Options Under the Criterion Software Group Limited Approved Share Option Scheme
5.01	Opinion of General Counsel regarding legality of the securities being issued
15.01	Letter re: Unaudited Interim Financial Information
23.01	Consent of General Counsel (included in Exhibit 5.01)
23.02	Consent of Independent Registered Public Accounting Firm
24.01	Power of Attorney (see page 4 hereof)

(1) Incorporated by reference to exhibit filed with EA’s Form 10-Q for the fiscal quarter ended September 30, 2004

(2) Incorporated by reference to exhibit filed with EA’s Form 10-Q for the fiscal quarter ended June 30, 2004

EX-4.03

Exhibit 4.03

Criterion Software Limited

APPROVED SHARE OPTION SCHEME

Inland Revenue Reference: X 21908

Adopted by the Company on 30 January 2002 and amended on [  ] 2004

Approved by the Inland Revenue on 30 January 2002 and amendments approved on [  ] 2004

KPMG

1 Forest Gate

Brighton Road

Crawley

West Sussex

RH11 9PT

RULES OF THE CRITERION SOFTWARE LIMITED APPROVED SHARE OPTION SCHEME

INDEX

		Page
1	Definitions	3
2	Grant of Options	15
3	Limitations on Grants	18
4	Exercise of Options	20
5	Take-overs, Reconstructions, Liquidations and Option Exchanges	23
6	Variation of Share Capital	28
7	Manner of Exercise of Options	30
8	Administration and Amendment	33
9	Miscellaneous	35

Appendices I and Ia:	Letters of Grant
Appendices II and IIa:	Option Certificates and Notices of Exercise
Appendices III and IIIa	Forms of Renunciation

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RULES OF THE CRITERION SOFTWARE LIMITED APPROVED SHARE OPTION SCHEME

1 Definitions

1.1 In these Rules the following words and expressions shall have, where the context so admits, the following meanings:

“Act”	-	the Income and Corporation Taxes Act 1988;
“Acquiring Company”	-	where the conditions of paragraph 15 of Schedule 9 are met, such company as shall be at any time the “acquiring company” as defined in that paragraph;
“Adoption Date”	-	the date on which the Scheme is adopted by an ordinary resolution of the Company;
“Announcement Date”	-	the date on which the results of the Company are announced for any period;
“Approval Date”	-	the date upon which the Board of Inland Revenue approves the Scheme;
“Associated Company”	-	has the same meaning as in section 416 of the Act;

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“Auditors”	-	the auditors for the time being of the Company (acting as experts and not as arbitrators);
“Board”	-	the board of directors of the Company or a duly constituted committee thereof at which a quorum is present;
“Committee”	-	a duly constituted committee of the Board delegated with the authority to consider the remuneration of directors and senior employees of the Company in accordance with any prevailing code of practice operated by companies whose shares have been admitted to the Official List of the UK Listing Authority;
“Company”	-	Criterion Software Limited registered in England No 2464484 or in relation to New Options granted pursuant to Rule 2.6 save for the purposes of Rules 2, 3 and 8.2
		(i) the Acquiring Company; or
		(ii) some other company falling within sub-paragraph (b) or sub-paragraph (c) of paragraph 10 of Schedule 9 over whose shares a New Option has been granted;
“Control”	-	has the same meaning as in section 840 of the Act;

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“Date of Grant”	-	the date on which an Option is, was or is to be granted under the Scheme, pursuant to Rule 2.1, or on which an Option is or was treated as being granted pursuant to Rule 2.6;
“Dealing Day”	-	a day on which The Stock Exchange is open for the transaction of business;
“Eligible Employee”	-	any Group Employee who is required to devote substantially all his working time to the business of the Group (provided that in the case of a director, he is required to devote to his duties not less than 25 hours per week (excluding meal breaks)) is not within two years of his normal retirement date and is not precluded by paragraph 8 of Schedule 9 from participating in the Scheme;
“Executive Option Scheme”	-	any share option scheme (other than this Scheme and any scheme under which participation is offered to all or substantially all employees of the Group) whether approved by the Board of the Inland Revenue under Schedule 9 or not which provides for the subscription of

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		Shares by or on behalf of Group Employees;
“Exercise Price”	-	the amount as determined by the Grantor which a Participant shall pay to acquire a Share on the exercise of an Option being, subject to Rule 2.6 and Rule 6, in the case of an Option to Subscribe not less than the higher of:
		(i)     the nominal value of a Share; and
		(ii)    the Market Value of a Share on the Date of Grant
		and in the case of an Option to Purchase, not less than the Market Value of a Share on the Date of Grant;
“Form of Renunciation”	-	the form of renunciation appropriate to the Grantor in the form set out in Appendix III or IIIa or in such form as the committee may determine from time to time;
“Grant Period”	-	prior to a Listing Date a period determined at the discretion of the Board, or at any time on or after the Listing Date the period of forty two days commencing on:
		(i)     the Approval Date;

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		(ii)    the Listing Date;
		(iii)  the third day following an Announcement Date; or
		(iv)   a day on which the Committee resolves that exceptional circumstances exist which justify the grant of Options;
“Grantor”	-	in the case of an Option to Subscribe, the Company, and in the case of an Option to Purchase, the Trustee;
“Group”	-	the Company and its Subsidiaries and the phrase “Group Company” shall be construed accordingly;
“Group Employee”	-	a director or employee of any Group Company;
“Injury, Ill Health, Disability”	-	the cessation of employment or office by reason of injury, ill health or disability provided the Committee is satisfied, on production of such evidence as it may reasonably require:
		(i)     that the individual has ceased to exercise and, by reason of injury, ill health or disability, is incapable of

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		exercising that office or employment; and
		(ii)    that the individual is likely to remain so incapable for the foreseeable future;
“Letter of Grant”	-	the letter appropriate to the Grantor in the form set out in Appendix I or Ia or in such form as the Committee may determine from time to time;
“Listing Date”	-	the date on which:
		(i)     the admission of the Company’s Shares to the Official List of the UK Listing Authority becomes effective including the admission of the Company’s Shares to the Alternative Investment Market of the London Stock Exchange plc; or
		(ii)    the granting of an application by the Company for the dealing in the Company’s Shares on any other Recognised Exchange whereby such Shares can be freely traded and the approval for such dealings becomes effective;

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		whether such listing or admission to trading is effected by way of an offer for sale, a new issue of Shares, an introduction, a placing or otherwise;
“Market Value”	-	on any day an amount equal to the average closing middle market quotation of a Share as derived from the Daily Official List of The Stock Exchange during the immediately preceding three Dealing Days or if on that day the Shares are not so listed, the market value of a Share determined in accordance with the provisions of Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed for the purposes of the Scheme with the Inland Revenue Shares Valuation Division;
“Model Code”	-	the Model Code for transactions in securities by directors issued from time to time by the UK Listing Authority, and/or any code adopted by the Board in addition to or replacement of such publication;
“New Option”	-	an option over shares meeting the requirements of sub-paragraphs 15(3)(a) to (d) of Schedule 9, granted in consideration for the release of a Subsisting Option

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		within the “appropriate period” (as defined by paragraph 15(2) of Schedule 9);
“NIC”	-	Class 1 National Insurance Contributions;
“NIC Election”	-	an election having effect under Paragraph 3 (B) of Schedule 1 to the Social Security Contribution and Benefits Act 1992 as a result of which any secondary NIC liability in respect of the exercise of the Option becomes the Participant’s liability;
“Notice of Exercise”	-	the notice of exercise appropriate to the Grantor in the form set out in Appendix II or IIa or in such form as the Committee may determine from time to time which shall, inter alia, specify the number of Shares in respect of which the Option is to be exercised;
“Official List”	-	the Official List of the UK Listing Authority;
“Option”	-	a right to acquire Shares granted or to be granted pursuant to Rules 2.1 or 2.6 and the term “Option” shall be construed to mean either “Option to Purchase” or “Option to Subscribe” or both as the context requires;
“Option Certificate”	-	the option certificate appropriate to the Grantor in the form set out in Appendix II

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		or IIa or in such form as the Committee may determine from time to time;
“Option to Purchase”	-	an Option to purchase Shares granted by the Trustee;
“Option to Subscribe”	-	an Option to subscribe for Shares granted by the Company;
“Other Option Scheme”	-	any share option scheme (other than this Scheme or any savings-related share option scheme) approved by the Board of Inland Revenue under Schedule 9 and established by the Company or any Associated Company thereof;
“Other Scheme”	-	any scheme (other than this Scheme) which provides for the subscription of Shares by or on behalf of employees of the Group;
“Participant”	-	a person who has been granted an Option or (where the context admits) his legal personal representative(s);
“Performance Condition”	-	any condition imposed by the Committee pursuant to Rule 2.3 whereby an Option is granted on the basis that it may not be exercised, in whole or in part, until and to

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		the extent that the condition has been satisfied;
“Recognised Exchange”	-	a recognised stock exchange within the meaning of section 841 of the Act or a recognised investment exchange within the meaning of the Financial Services Act 1986;
“Redundancy”	-	the cessation of employment or office by reason of redundancy within the meaning of the Employment Rights Act 1996;
“Remuneration”	-	at the relevant Date of Grant the aggregate of:
		(i)     the annual basic rate of pay of the relevant Eligible Employee; and
		(ii)    the amount (if any) of the fluctuating emoluments paid to the relevant Eligible Employee during the 12 month period expiring on the day prior to the relevant Date of Grant;
“Retirement”	-	the cessation of employment or office by reason of retirement at, or beyond such age at which an individual is entitled to retire in accordance with the terms of his contract of

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		employment or where no such age is specified at 60 or any other age with the consent of the Committee;
“Rules”	-	the rules of the Scheme as the same may be amended from time to time; and “Rule” shall be construed accordingly;
“Schedule 9”	-	Schedule 9 to the Act;
“Scheme”	-	this Criterion Software Limited Approved Share Option Scheme constituted and governed by the Rules with, and subject to, any amendments thereto properly effected;
“Share”	-	an ordinary share in the capital of the Company within the meaning of section 832(1) of the Act;
“The Stock Exchange”	-	The London Stock Exchange plc;
“Subsidiary”	-	a company which is under the Control of the Company and which is a subsidiary of the Company within the meaning of section 736 of the Companies Act 1985;
“Subsisting Option”	-	an Option which has been granted and which has not lapsed, been surrendered, renounced or exercised in full and the terms

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		“Subsisting Option to Purchase” and “Subsisting Option to Subscribe” shall be construed accordingly;
“Trust”	-	any employee share ownership trust which may be established from time to time by any Group Company which is an employees’ share scheme as defined in section 743 of the Companies Act 1985 and has been nominated for the purposes of this Scheme by the Committee;
“Trustee”	-	the original trustee or other trustee for the time being of the Trust who confirms to the Company that it will comply with the Scheme;
“UK Listing Authority”	-	the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part IV of the Financial Services Act 1986 and in the exercise of its functions in respect of admission to the Official List.

1.2 In these Rules, except insofar as the context otherwise requires:

(i) words denoting the singular shall include the plural and vice versa;

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(ii) words importing a gender shall include every gender and references to a person shall include bodies corporate and unincorporated and vice versa;

(iii) reference to any enactment shall be construed as a reference to that enactment as from time to time amended, modified, extended or re-enacted and shall include any orders, regulations, instruments or other sub-ordinate legislation made under the relevant enactment;

(iv) words have the same meanings as in Schedule 9 unless the context otherwise requires; and

(v) headings and captions are provided for reference only and shall not be considered as part of the Scheme.

2 Grant of Options

2.1 The Committee may in its absolute discretion select any number of individuals who shall at the intended Date of Grant be Eligible Employees and recommend the grant to them of Options. Options may be granted subject to Rules 2.3 and 3 under this Scheme by the Grantor but in the case of the Grantor being the Trustee only with the prior written approval of the Committee at any time or times during a Grant Period but not earlier than the Approval Date and not later than the tenth anniversary of the Adoption Date provided that the Shares satisfy the conditions specified in paragraphs 10-14 inclusive of Schedule 9 on the Date of Grant.

2.2 If the Grantor is prevented by statute, order, regulation or government directive or the Model Code from granting Options within any Grant period, then the Grantor may (with the agreement of the Committee where the Grantor is the Trustee) grant Options within twenty one days of the lifting of such restrictions.

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2.3 For options granted on or after the Listing Date the exercise of any Option granted pursuant to Rule 2.1 shall be subject to satisfaction of a Performance Condition determined by the Committee prior to the Date of Grant and the exercise of any Option granted prior to the Listing Date may be subject to the satisfaction of such Performance Condition.

2.4 The Performance Condition which must be based on objective conditions imposed by virtue of Rule 2.3 shall be:

(i) set out in full in the Option Certificate or in a schedule referred to in the Option Certificate;

(ii) such that rights to exercise an Option after the fulfilment or attainment of such objective conditions shall not be dependent upon the further discretion of any person; and

(iii) not capable of amendment or waiver unless events happen which cause the Committee to consider that the Performance Condition has ceased to be appropriate whereupon the Committee may at any time amend, relax or waive the Performance Condition provided that in the reasonable opinion of the Committee the varied Performance Condition is materially no more difficult to satisfy than when originally imposed or last amended as the case may be.

2.5 Any Option may be renounced in whole or in part by the Participant by completing and returning the appropriate Form of Renunciation together with the relevant Option Certificate to the Grantor not later than 30 days after the Date of Grant of that Option in which case the Option shall for all purposes be taken never to have been granted.

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2.6 Where the circumstances noted in Rule 5.4 apply New Options may be granted within the terms of paragraph 15(1) Schedule 9 in consideration for the release of Options previously granted under this Scheme. Such New Options are deemed to be equivalent to the old Options and to have been granted within the terms of this Scheme.

2.7 No Option may be transferred, assigned or charged and any purported transfer, assignment or charge shall be void ab initio. Each Option Certificate shall carry a statement to this effect. For the avoidance of doubt, this Rule 2.7 shall not prevent the Option of a deceased Participant being exercised by his personal representative(s) within the terms of these Rules.

2.8 The Committee may determine and provide on the Date of Grant that it is a condition of exercise of an Option that the Participant has:

(i) agreed in writing to bear the cost of all or part of any secondary NIC in respect of the exercise of the Option;

(ii) entered into an NIC Election; or

(iii) accepted and confirmed in writing that an NIC Election that has already been entered into will apply to the Option

in which case any secondary NIC due on the exercise of the Option shall be payable by or recoverable from that Participant in accordance with Rule 7.7 provided that the Committee may in its discretion at any time or times release the Participant from this liability or reduce his liability hereunder provided that where a NIC Election has been entered into between the relevant Group Company and that Participant any amendment to the format of that election to reduce the Participant’s liability will require prior approval of the Board of Inland Revenue.

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2.9 Options shall be granted to Eligible Employees by an Option Certificate executed as a deed specifying the Date of Grant, the number of Shares subject to Option, the Exercise Price and the Performance Condition. The Option Certificate shall be sent to the Participant together with a Letter of Grant as soon as practicable after the Date of Grant.

3 Limitations on Grants

3.1 Options to Subscribe to be granted on or after the Listing Date pursuant to Rule 2.1 may be granted provided that such grant does not result in the aggregate of:

(i) the number of Shares which remain issuable on the exercise of Subsisting Options granted on or after the Listing Date and within the preceding ten years;

(ii) the number of Shares which have been issued pursuant to the exercise of Options granted on or after the Listing Date and within the preceding ten years; and

(iii) the number of Shares which have been issued or which remain issuable pursuant to rights granted under any Other Scheme on or after the Listing Date and within the preceding ten years.

exceeding 10% of the Shares in issue on the last Dealing Day before the Date of Grant provided that the Board shall adjust the aggregate number of Shares in each case to reflect any subsequent variation of share capital of the Company in such manner as the Auditors confirm in writing to be, in their opinion, fair and reasonable.

3.2 Options to Subscribe may be granted on or after the Listing Date pursuant to Rule 2.1 provided that such grant does not result in the aggregate of:

(i) the number of Shares which remain issuable on the exercise of Subsisting Options granted after the Listing Date and within the preceding 10 years;

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(ii) the number of Shares which have been issued pursuant to the exercise of Options granted after the Listing Date and within the preceding ten years; and

(iii) the number of shares which have been issued or which remain issuable pursuant to rights to subscribe granted under any Executive Option Scheme after the Listing Date and within the preceding ten years exceeding 5% of the shares in issue on the last Dealing Day before the Date of Grant provided that the Board shall adjust the aggregate number of shares in each case to reflect any subsequent variation of share capital of the Company in such manner as the Auditors confirm in writing to be, in their opinion, fair and reasonable.

3.3 Any Option granted to an Eligible Employee shall be limited and take effect so that immediately following such grant he would hold Subsisting Options over shares with an aggregate Market Value not exceeding £30,000, or such other limit specified in paragraph 28 of Schedule 9.

For the purpose of this Rule 3.2, Subsisting Options shall comprise Subsisting Options granted under this Scheme and subsisting options granted under all Other Option Schemes.

For the purpose of this Rule 3.2 the Market Value of Shares shall be calculated in accordance with paragraph 28(3) of Schedule 9.

3.4 Any Option to Subscribe shall be limited and take effect so that immediately following such grant the aggregate Market Value of Shares subject to all Options

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to Subscribe as at their respective dates of grant granted after the Listing Date and within the previous year to the Eligible Employee would not exceed his annual Remuneration.

For the purposes of this Rule 3.3, Option to Subscribe shall comprise any such option over shares of the Company granted after the Listing Date under this Scheme or any Executive Option Scheme.

3.5 To the extent that the Committee has procured that the Trustee transfers Shares to satisfy an Option to Subscribe pursuant to Rule 7.4, such Option shall not be treated as an Option to Subscribe for the purposes of this Rule 3 unless such Shares were specifically issued by the Company to the Trustee to enable the Trustee to satisfy the Option to Subscribe.

4 Exercise of Options

4.1 Subject to each of the succeeding rules of this Rule 4 and Rule 7 any Subsisting Option may be exercised by the Participant or, if deceased, by his personal representatives in whole or in part in accordance with the provisions of Rule 5 or if earlier at the time of or at any time following the occurrence of the earliest of the following events:

(i) the date(s) specified by the Committee at the Date of Grant;

(ii) the death of the Participant provided that the Options cannot be exercised by such Participant’s personal representatives prior to the dates specified in the relevant Option Certificates;

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(iii) the Participant ceasing to be a Group Employee where that cessation was by reason of Injury, Ill Health or Disability provided that the Options cannot be exercised by such Participant prior to the dates specified in the relevant Option Certificates;

(iv) the Participant ceasing to be a Group Employee for a reason not falling within Rule 4.1(iii) and the Committee consenting prior to the date of cessation to the exercise of his Options in whole or in part provided that the Committee shall consent only on terms that the Options cannot be exercised by such Participant prior to the dates specified in the relevant Option Certificates.

4.2 An Option may only be exercised if and to the extent that the Performance Condition has been satisfied.

4.2.1  The Performance Condition shall be deemed to be satisfied when an Option is exercised in the circumstances set out in Rule 4.1 (ii) or (iii) or Rule 5.

4.2.2  Where the Committee has exercised its discretion under Rule 5.7 such that the old Option is not exercisable as a result of the event specified in Rules 5.1, 5.2, 5.3 or 5.5 then the New Option granted pursuant to Rule 2.6 shall be subject to the same Performance Condition as applied to the old Option subject only to such amendment as the Committee consider necessary under Rule 2.4(iii).

4.2.3  Where the Committee has not exercised its discretion under Rule 5.7 such that the old Option is exercisable as a result of the event specified in Rules 5.1, 5.2, 5.3 or 5.5 then the Performance Condition imposed when the old Option was granted shall be deemed to be satisfied and therefore no Performance Condition shall continue to apply to the New Option granted pursuant to Rule 2.6.

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4.3 Where a Participant gives or is given notice to terminate his office or employment such that he will no longer be a Group Employee and the office or employment will cease for a reason not falling within Rule 4.1 (iii), his Option will not be exercisable from the date such notice is given until, providing the Option has not then lapsed in accordance with Rule 4.5, the day following the date he ceases to be a Group Employee.

4.4 No Option may be exercised by a Participant at any time when he is precluded by paragraph 8 of Schedule 9 from participating in the Scheme.

4.5 An Option shall become incapable of exercise and shall lapse on the earliest of the following events:

(i) the tenth anniversary of the Date of Grant or such earlier date specified by the Grantor at the Date of Grant;

(ii) the first anniversary of the Participant’s death;

(iii) the date on which the Participant ceases to be a Group Employee where that cessation was by reason of Redundancy or Retirement;

(iv) the date on which the Participant ceases to be a Group Employee, where that cessation was by reason either of the company or companies of which he was a director or employee ceasing to be a Group Company or of the office or employment relating to a business or part of a business which is transferred to a person who is not a Group Company;

(v) where a Participant ceases to be a Group Employee for any of the reasons set out in Rule 4.1(iii), the later of six months following such cessation and whichever is

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the earlier of six months following the third anniversary of the Date of Grant or six months following the Listing Date provided that the Committee may determine that the Option shall not lapse until the later of three and one-half years after the Date of Grant and three and one-half years from the last occasion (if any) on which the Participant exercised an option granted under the Scheme or any Other Option Scheme in circumstances which qualified for relief from income tax under section 185(3) of the Act;

(vi) where a Participant ceases to be a Group Employee for a reason falling within Rule 4.1(iv) the date his office or employment ceases unless the Committee has determined prior to the date of cessation that the Option should not lapse for a specified period (not to exceed the maximum period that may be specified by the Committee pursuant to Rule 4.5 (v) in which case the Option shall lapse at the end of the specified period;

(vii) the Participant being adjudicated bankrupt;

(viii) the surrender of the Option by the Participant;

(ix) on the date determined in accordance with Rule 5.10.

5 Take-overs, Reconstructions, Liquidations and Option Exchanges

5.1 If any person obtains Control of the Company as a result of making:

(i) a general offer to acquire the whole of the issued share capital of the Company (other than that which is already owned by him) which is unconditional or which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

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(ii) a general offer to acquire all the shares (other than shares which are already owned by him) in the Company which are of the same class as Shares subject to a Subsisting Option

then the Company shall notify all Participants and the Trustee as soon as is practicable of the offer in accordance with Rule 8.4. Any Subsisting Option may, subject to Rules 5.6 and 5.7, be exercised (but so that any exercise hereunder shall not be effective until Control has been obtained) from the date of the receipt of that notification up to the expiry of a period ending six months from the time when the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied. Subject to Rule 5.10, at the end of this six month period an unexercised Option shall lapse.

5.2 If under Section 425 of the Companies Act 1985 it is proposed that the Court sanctions a compromise or arrangement likely to affect or apply to Shares then the Company shall give notice thereof to all Participants and the Trustee at the same time as it sends notices to members of the Company calling the meeting to consider such a compromise or arrangement. Any Subsisting Option may, subject to Rules 5.6 and 5.7, be exercised by a Participant subject to the terms of this Rule before the later of the expiry of six months from the date of such notice and the date on which the Court sanctions such compromise or arrangement. Subject to Rule 5.10, at the end of the relevant period an unexercised Option shall lapse. The exercise of an Option under this Rule 5.2 shall not be effective until such compromise or arrangement has been sanctioned by the Court. If the Shares acquired on the exercise of the Option are not subject to such compromise or arrangement then the Participant shall transfer or otherwise deal with the Shares transferred to him so as to place him in the same position (so far as possible) as

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would have been the case if such Shares had been subject to such compromise or arrangement.

5.3 If any person becomes bound or entitled to acquire Shares in the Company under sections 428 to 430 of the Companies Act 1985 any Subsisting Option may, subject to Rules 5.6 and 5.7, be exercised at any time when that person remains so bound or entitled. Subject to Rule 5.10, at the end of this period an unexercised Option shall lapse.

5.4 If as a result of the events specified in Rules 5.1 or 5.2 a company has obtained Control of the Company, or a company has become bound or entitled as mentioned in Rule 5.3, the Participant may, if the Acquiring Company so agrees, release any Subsisting Option he holds in consideration for the grant of a New Option pursuant to Rule 2.6.

A New Option issued in consideration of the release of an Option shall be evidenced by an Option Certificate which shall import the relevant provisions of these Rules.

A New Option shall, for all other purposes of this Scheme, be treated as having been acquired at the same time as the corresponding released Option.

5.5 If any person seeks to obtain/obtains Control of the Company other than as a result of the events specified in Rules 5.1 or 5.2 then the Committee shall notify all Participants and the Trustee as soon as practicable after the offer/change of Control in accordance with Rule 8.4. Any Subsisting Option may, subject to Rules 5.6 and 5.7, be exercised (but so that any exercise hereunder shall not be effective until Control has been obtained) from the date of the receipt of that notification up to the expiry of a period ending six months from the time when the

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person obtains Control of the Company and any condition subject to which the offer is made has been satisfied. Subject to Rule 5.10, at the end of this six month period an unexercised Option shall lapse.

5.6 If as a result of the events specified in Rules 5.1, 5.2 or 5.5 a person has obtained Control of the Company, or if a person has become bound or entitled as mentioned in Rule 5.3, the Committee shall be entitled at any time to specify that all Subsisting Options shall cease to be exercisable at the end of a period of not less than 30 days by notice in writing to the Participants to this effect in accordance with Rule 8.4. At the end of the period so specified an unexercised Option shall cease to be exercisable.

5.7 If as a result of the events specified in Rules 5.1, 5.2 or 5.5 a company will obtain Control of the Company, or a company will become bound or entitled as mentioned in Rule 5.3 then notwithstanding Rules 5.1, 5.2, 5.3 or 5.5 if when the company acquires Control or becomes bound or entitled the majority of the persons comprising its board are members of the Board an Option will only become exercisable as a result of the operation of 5.1, 5.2, 5.3 or 5.5 where neither an offer is made with the agreement of the Acquiring Company for the grant of New Options pursuant to Rule 5.4 in consideration of the release of all Subsisting Options nor a person makes an offer to exchange all Subsisting Options nor a person makes an offer to exchange all Subsisting Options for options which meet the requirements of sub-paragraphs 15(3)(c) and (d) of Schedule 9 within:

(i) 30 days of the date of change of Control referred to in Rule 5.1 or 5.5;

(ii) 30 days of the Court sanctioning a compromise or arrangement referred to in Rule 5.2; or

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(iii) 21 days of the first day of the period during which a person is bound or entitled to acquire Shares referred to in Rule 5.3

If no offer is made within the periods so defined, Rules 5.1, 5.2, 5.3 and 5.5 shall continue to apply. For the avoidance of doubt this Rule 5.7 does not affect the date the Options lapse under Rules 5.1, 5.2, 5.3 or 5.5.

5.8 If notice is duly given of a general meeting at which a resolution will be proposed whereby:

(i) the class of shares for the time being constituting Shares will be altered; or

(ii) the rights attaching to shares which for the time being constitute Shares will be altered

so that such Shares will cease to satisfy the conditions specified in paragraphs 10 to 14 inclusive of Schedule 9 then the Company shall notify all Participants and the Trustee as soon as is practicable and any Subsisting Option shall at the discretion of the Committee be exercisable (but so that any exercise hereunder shall not be effective until such resolution has been passed) at any time thereafter until such resolution is duly passed or defeated or the general meeting adjourned sine die, whichever shall first occur. Subject to Rule 5.10 , if such a resolution is passed, an unexercised Option shall thereupon lapse.

5.9 If notice is duly given of a general meeting at which a resolution will be proposed for the voluntary winding-up of the Company, then the Company shall notify all Participants and the Trustee as soon as is practicable and any Subsisting Option shall be exercisable (but so that any exercise hereunder shall not be effective until such resolution has been passed) at any time thereafter until the resolution is duly

27

passed or defeated or the general meeting is concluded or adjourned, whichever shall first occur. Subject to Rule 5.10, if such a resolution is passed an unexercised Option shall thereupon lapse.

5.10 An Option whether or not exercisable prior to or as a result of the occurrence of an event specified in Rules 5.1, 5.2, 5.3, 5.5, 5.8 or 5.9 shall if an event so specified occurs lapse in accordance with the relevant sub-rule of Rule 5, or if earlier, as determined by Rule 4.5 (i) to (vii). Where prior to the date an Option lapses there occurs one or more further events specified in Rules 5.1, 5.2, 5.3, 5.5, 5.8 or 5.9 an Option shall lapse on the earlier of the date determined by the preceding part of this Rule 5.10 and the date of lapse relevant to the further event or events.

5.11 For the purpose of this Rule 5 other than Rule 5.4 a person shall be deemed to have obtained Control of a Company if he and others acting in concert with him have together obtained Control of it.

5.12 The exercise of an Option pursuant to the preceding provisions of this Rule 5 shall be subject to the provisions of Rule 7.

5.13 A New Option shall not be exercisable by virtue of the event pursuant to which it was granted

6 Variation of Share Capital

6.1 In the event of any variation of the share capital of the Company, including, but without prejudice to the generality of the preceding words, any capitalisation, rights issue or open offer or any consolidation, sub-division or reduction of capital the number of Shares subject to any Option and the Exercise Price may be adjusted

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by the Grantor (after consultation with the Committee where the Grantor is the Trustee) in such manner as the Auditors confirm in writing to be, in their opinion, fair and reasonable provided that:

(i) the Exercise Price for a Share subject to an Option to Subscribe is not reduced below its nominal value unless (and to the extent that) the Board gives an undertaking that upon the exercise of such Option arrangements will be made for the capitalisation of undistributed profits or reserves of the Company of an amount equal to the difference between the aggregate Exercise Price and the aggregate nominal value of the Shares to be issued upon such exercise;

(ii) at any time when the Scheme remains approved by the Inland Revenue no adjustment shall take effect without the prior approval of the Board of Inland Revenue; and

(iii) at any time when the Scheme remains approved by the Inland Revenue following the adjustment the Shares continue to satisfy the conditions specified in paragraphs 10 to 14 inclusive of Schedule 9.

Such variation shall be deemed to be effective, once Inland Revenue approval has been given, from the record date at which the respective variation applied to other shares of the same class as the Shares. Any Options exercised within the period from the record date to the date when the Options are adjusted shall be treated as exercised with the benefit of the variation confirmed by the Auditors.

6.2 If an adjustment is made pursuant to Rule 6.1 above with the intention that the Scheme shall cease to be approved by the Inland Revenue, the Company shall immediately notify the Inland Revenue.

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6.3 The Grantor shall take such steps as it considers necessary to notify Participants of any adjustment made under Rule 6.1 and to call in, cancel, endorse, issue or reissue any Option Certificate consequent upon such adjustment.

6.4 For the avoidance of doubt, where the Grantor resolves not to adjust Options pursuant to Rule 6.1 above, the Auditors shall not be required to confirm that in their opinion it is fair and reasonable not to adjust Options.

7 Manner of Exercise of Options

7.1 No Option may be exercised whilst the Scheme is approved by the Inland Revenue unless the Shares satisfy the conditions specified in paragraphs 10 to 14 inclusive of Schedule 9.

7.2 An Option shall be exercised in whole or in part by the Participant or, as the case may be, his personal representatives and the exercise shall be effective on the date of receipt by the Grantor of a duly completed Notice of Exercise accompanied by the appropriate payment and the relevant Option Certificate.

7.3 Subject to Rule 7.4 where an Option to Subscribe is exercised, the number of Shares specified in the Notice of Exercise given in accordance with Rule 7.2 shall be beneficially owned by the Participant and shall be allotted and issued credited as fully paid to or as directed by the Participant within 30 days of the date of exercise or, if such allotment would be prohibited by the Model Code, at the earliest practicable time after such prohibition is lifted and the Company shall arrange for the delivery of evidence of title in respect. Save for any rights determined by reference to a record date preceding the date of allotment, such Shares shall rank pari passu with the other shares of the same class then in issue.

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7.4 If an Option to Subscribe is exercised the Committee may within 7 days of the date of exercise request the Trustee to transfer sufficient Shares to or at the direction of the Participant to satisfy the Option in full subject to Rule 7.5 which shall apply to such exercise as if it were an Option to Purchase. If the Trustee is able and willing to satisfy the Option in full the Shares shall be beneficially owned by the Participant and shall be transferred to the Participant within 30 days of the date of exercise and the Company shall pay over the aggregate Exercise Price to the Trustee when the Shares are transferred and the Company shall pay the stamp duty in respect of the transfer. If the Trustee is unable or unwilling to satisfy the Option in full Rule 7.3 shall apply as if the Committee had not requested the Trustee to satisfy the Option.

7.5 Subject to Rule 7.6 where an Option to Purchase is exercised in accordance with Rule 7.2 the number of Shares to be acquired shall be transferred to the Participant within 30 days of the date of exercise and the Company shall arrange for the delivery of evidence of title thereof Shares acquired pursuant to the exercise of an Option to Purchase shall qualify for dividends from the date the Participant is entered on the register of members of the Company. The Company shall be responsible for the payment of any stamp duty which may arise on the transfer of such shares.

7.6 If an Option to Purchase is exercised the Trustee may within 7 days of the date of exercise request the Company to issue sufficient Shares to or at the direction of the Participant to satisfy the Option in full subject to Rule 7.3 which shall apply to such exercise as if it were an Option to Subscribe. Subject to Rule 3 if the Company is able and willing to satisfy the Option in full the Shares shall be beneficially owned by the Participant and shall be issued to or at the direction of the Participant within 30 days of the date of exercise and the Trustee shall pay over the aggregate Exercise Price to the Company when the Shares are issued. If the

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Company is unable or unwilling to satisfy the Option in full Rule 7.5 shall apply as if the Trustee had not requested the Company to satisfy the Option.

7.7 If an Option is exercised and the Participant is liable to tax, duties or other amounts (including, where relevant, any primary and/or secondary NIC) on such exercise and his employer or former employer being a Group Company is liable to make a payment to the appropriate authorities on account of that liability the Participant shall grant to the Trustee in the case of an Option to Purchase or to the Company in the case of an Option to Subscribe, the irrevocable authority, as agent of the Participant and on his behalf, to sell or procure the sale of sufficient of the Shares subject to Option so that the net proceeds payable to the employer or former employer are so far as possible equal to but not less than the amount payable to the appropriate authorities and the Company shall account to the Participant for any balance.

This Rule 7.7 shall not apply if the Participant makes alternative arrangements to the satisfaction of his employer or former employer and the Company is informed by the employer or former employer that the arrangements are satisfactory or the Participant pays to the Trust or the Company, as applicable, in Pounds Sterling, (whether by cheque or by banker’s draft) the amount necessary to satisfy such liabilities.

7.8 When an Option is exercised in part, the balance shall remain exercisable on the same terms as originally applied to the Option and a new Option Certificate in respect of the balance shall be issued by the Grantor as soon as possible after the partial exercise.

7.9 For so long as Shares are listed on the Official List of the UK Listing Authority, the Company shall apply for Shares in respect of which an Option has been exercised to be admitted to the Official List, if they were not so admitted already.

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7.10 Where Shares are listed or dealt in or any Recognised Exchange no Option may be exercised in contravention of the Model Code or such securities transactions rules of the Recognised Exchange, as may from time to time be in force.

8 Administration and Amendment

8.1 The Scheme shall be administered by the Board (except where the Rules require a decision to be made by the Committee) whose decision on all disputes shall be final save where the Rules require the confirmation of the Auditors.

8.2 The Board may from time to time amend these Rules provided that:

(i) no amendment may materially adversely affect a Participant as regards an Option granted prior to the amendment being made except with the consent in writing of Participants who, if they exercised their Options in full, would thereby become entitled to not less than three-quarters in nominal amount of all the Shares which would fall to be transferred and/or allotted upon exercise in full of all Subsisting Options;

(ii) after the Listing Date the provisions relating to:

(a) the persons to whom, or for whom, benefits are provided under the Scheme;

(b) the limitations on the number of Shares specified in Rule 3;

(c) the maximum entitlement for any one Participant;

(d) the basis for determining a Participant’s entitlement to, and the terms of, Options to be provided and for the adjustment thereof in the event of a

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capitalisation issue, rights issue, open offer, sub-division or consolidation of Shares or reduction of capital or any other variation of capital

cannot be altered to the advantage of Participants without the prior approval of the shareholders of the Company in general meeting (except for minor amendments to benefit the administration of the Scheme, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants in the Scheme or for the Company or for any Group Company);

(iii) no amendment to any key feature (as determined by the Inland Revenue from time to time) shall have effect until approved by the Board of Inland Revenue whilst the Scheme is and is intended to remain approved by the Inland Revenue pursuant to Schedule 9; and

(iv) no amendment made with the intention that the Scheme shall cease to be approved by the Inland Revenue shall take effect unless at the same time the Inland Revenue is notified of such amendment.

8.3 The cost of establishing and operating the Scheme shall be borne by the Group Companies in such proportions as the Board shall determine.

8.4 Any notice or other communication under or in connection with the Scheme may be given by the Grantor either personally or by post, and to the Grantor either personally or by post to the Secretary of the Grantor/Company; items sent by post shall be pre-paid and shall be deemed to have been received 72 hours after posting.

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8.5 The Company shall at all times keep available sufficient authorised and unissued Shares to satisfy the exercise to the full extent of all Subsisting Options to Subscribe, taking account of any other obligations of the Company to issue unissued shares of the same class as Shares.

8.6 The Trustee shall at all times keep available sufficient shares to satisfy the exercise to the full extent of all Subsisting Options to Purchase, taking account of any other obligations of the Trust to transfer shares, provided that if an Option to Purchase ceases to be exercisable under these Rules or where an agreement is reached either for the grant of a New Option in accordance with Rule 5.4 or for the grant of an option which meets the requirements of sub-paragraphs 15 (3) (c) and (d) of Schedule 9 in exchange for a Subsisting Option as referred to in Rule 5.7, the Trustee shall be free to deal with the Shares which were subject to Option as they see fit, subject to the deed of trust constituting the Trust.

8.7 For the purposes of Rule 8.6 Shares shall be available where they are part of the assets of the Trust or are subject to an agreement whereby the Trustee can require that the Shares are transferred or issued to it or transferred or issued directly to the Participants in satisfaction of the Trustee’s obligation to satisfy Options to Purchase, but shall not be available where the Trustee has agreed or may be required to transfer Shares other than on the exercise of an Option.

9 Miscellaneous

9.1 The Scheme shall terminate upon the tenth anniversary of the Adoption Date or at any earlier time by the passing of a resolution of the Committee. Termination of the Scheme shall be without prejudice to the subsisting rights of Participants.

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9.2 The rights and obligations of any individual under the terms of his office or employment with any Group Company shall not be affected by his participation in the Scheme or any right which he may have to participate therein, and an individual who participates therein shall waive any and all rights to compensation or damages in consequence of the termination of his office or employment for any reason whatsoever insofar as those rights arise or may arise from his ceasing to have rights under or be entitled to exercise any Option under the Scheme as a result of such termination.

9.3 The existence of any Option or Options shall not affect in any way the right or power of the Company or its shareholders to make or authorise any or all adjustments, recapitalisation, reorganisations, reductions of capital, purchase or redemption of its own shares pursuant to the Companies Act 1985 or other changes in the Company’s capital structure or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock ahead of or convertible into, or otherwise affecting the Shares or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

9.4 Neither the grant of an Option nor any benefit which may accrue to a Participant on the exercise of an Option shall form part of that Participant’s pensionable remuneration for the purposes of any pension scheme or similar arrangement which may be operated by any Group Company.

9.5 Where in any Rule of this Scheme there is a requirement for any notice or document to be sent to any person by any other person, it shall be considered sent if an electronic transmission of the relevant information is sent in a form previously determined as being acceptable to the Committee. For the avoidance of doubt the Committee may dispense with the requirement to tender an Option

36

Certificate on the exercise of the relevant Option where they authorise any system permitting the exercise of Options by means of electronic notification. A requirement under these Rules for the making of any payment may be discharged by the electronic transmission of an authorisation to charge any account or credit card.

9.6 It is a condition of participation in this Scheme that a Participant agree to the holding of information about him by the Company and that he authorise the Company and its agents and advisers to use such information according to these Rules for the purposes of this Scheme. It is a further condition of participation in this Scheme that each Participant agrees that data concerning his participation may be processed by agents of the Company wherever located and where necessary transmitted outside of the United Kingdom. Each Letter of Grant shall contain statements to this effect.

9.7 The Scheme and all Options granted under it shall be governed by and construed in accordance with the laws of England and Wales.

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Appendix I

To be typed on headed note paper of Criterion Software Limited

Dear [Participant]

Criterion Software Limited (“the Company”)

Approved Share Option Scheme (“the Scheme”)

I am pleased to inform you that the Company has granted you an option under the rules of the Scheme on [            ] (“the Date of Grant”) to subscribe for [Number] ordinary shares of [    ] each in the capital of the Company at an Exercise Price of [    ] per Ordinary Share (“the Option”). Accordingly, I enclose the following:

• an Option Certificate which sets out the terms of the Option;

• [an NIC Election];

• a form of renunciation, should you wish to disclaim your Option.

[If you wish to keep the Option you must sign, date and return the NIC Election to me within 30 days.] If you do not do so, the Option will lapse. If you do not wish to accept the Option you should complete the form of renunciation and return it to me within 30 days.

Please note that the exercise of the Option is conditional on satisfying the performance condition set out in the Schedule attached to the Option Certificate [and on you agreeing to pay any employer’s national insurance contributions arising on exercise, as mentioned above].

When you wish to exercise the Option, whether in whole or in part, you should complete the notice of exercise on the back of your Option Certificate and send it to me. If you are only exercising part of the Option, a new certificate will be sent to you together with a fresh notice of exercise. The certificate states when you may first exercise your Option (although you may be able to exercise it earlier in certain special circumstances specified in the rules of the Scheme).

Under current legislation, there will be no charge to income tax on the exercise of the Option if, in addition to complying with the rules of the Scheme, you exercise the Option not earlier than 3 or later than 10 years after the Date of Grant. In addition, there will be no income tax if you exercise your Option within three years of grant (and six months of cessation of employment) by virtue of your ceasing to be employed by the Group by reason of injury, disability or redundancy. If your Option becomes exercisable for any other reason before the third anniversary of the Date of Grant and you exercise your Option before the third anniversary, you will be subject to income tax on the difference between the market value of the shares you acquire and the Exercise Price. Your employing company may be required to account for this liability, and employee’s national insurance contributions (“NIC”), under PAYE if the Company’s shares become listed on a recognised stock exchange (or if the Inland Revenue consider that the shares are “readily convertible assets” as defined in the legislation). [In

38

addition, you will be liable to pay the secondary (employer’s) NIC which arises in respect of the amount(s) liable to income tax. This sum should reduce the gain on exercise which is liable to income tax.] to be inserted in relevant cases

If PAYE and NIC are due on exercise you will be informed of this and unless you have made alternative arrangements to reimburse these liabilities which are acceptable to the Company, the Company [Trustee] will arrange for sufficient of the shares subject to option to be sold to fund the PAYE and the primary NIC liability [and the secondary NIC liability] after which the remaining shares will be issued to you.

Please also note that Rule 9 of the Scheme states that your employment rights are not affected in any way by your participation in the Scheme. Depending on the circumstances, the termination of your employment may cause your Option to lapse. It is a condition of your participation in the Scheme that you agree to waive any and all rights (if any) to compensation or damages for the loss of any benefit or potential benefit under the Scheme in consequence of the termination of any office or employment by virtue of which you participated. Benefits under the Scheme do not constitute pensionable remuneration.

In order to administer your participation in the Scheme we will need to hold information about you and this is governed by the Data Protection Act 1998. By participating in the Scheme you agree that any information you supply will be held by the Company and that you authorise the Company and its agents and advisers to use such information according to the Rules for the purposes of the Scheme. You further understand and agree that data concerning your participation may be processed by agents on our behalf and if applicable transmitted by us outside the United Kingdom. You will be taken to have agreed to these conditions by not renouncing your Option.

Yours sincerely

Company Secretary

Criterion Software Limited

Notes: This letter and the Option Certificate are important documents and should be kept in a safe place. In the event of any conflict between the rules of the Scheme and this letter, the rules of the Scheme shall prevail.

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EX-4.04

Exhibit 4.04

THIS LETTER AND THE ACCOMPANYING FORM OF ELECTION ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the contents of this document or what action you should take, you are recommended immediately to seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent adviser duly authorised under the Financial Services and Markets Act 2000.

If you have any questions about this letter or the accompanying Form of Election (other than the financial or tax aspects), you should contact Marie Westerlund c/o Criterion Software Group Limited at Westbury Court, Buryfields, Guildford, Surrey GU2 4YZ (telephone number +44 (0) 1483 406 258).

This letter and accompanying Form of Election should not be forwarded or transmitted in, into or from the United States, France or Japan.

Proposal

made to the holders of Options granted under the

Criterion Software Group Limited Approved

Share Option Scheme

The Form of Election should be completed and returned as soon as possible and, in any event, so as to be received by Marie Westerlund at Criterion Software Group Limited by no later than 3.00pm on 16 November 2004.

IF YOU TAKE NO ACTION YOUR OPTION(S) UNDER THE SCHEME WILL LAPSE ON 19 April 2005.

Criterion Software Group Limited
Westbury Court
Buryfields
Guildford
Surrey GU2 4YZ
Registered in England
With number 02464484 Electronic Arts (UK) Limited
2000 Hillswood Drive
Chertsey
Surrey
KT16 0EU
Registered in England
With number 5180800

26 October 2004

Dear Option holder,

To the holders of options under the Criterion Software Group Limited Approved Share Option Scheme (the “Scheme”)

ACQUISITION BY ELECTRONIC ARTS (UK) LIMITED OF

CRITERION SOFTWARE GROUP LIMITED

1. INTRODUCTION

On 27 July 2004 Electronic Arts (UK) Limited (“EA”) agreed to purchase from Canon Europa N.V. the whole of the issued share capital of Criterion Software Group Limited (“CSGL”) (the “Acquisition”). The Acquisition completed on 19 October 2004 (the “Completion Date”). CSGL and its subsidiaries are now controlled by, and fall within the enlarged group of, EA and its parent company Electronic Arts, Inc. (“EA Inc.”). Electronic Arts, Inc. is a company incorporated in Delaware, USA and its shares are quoted on Nasdaq.

The purpose of this letter is to notify you of the Completion Date and to explain the choices you may make in relation to any approved options held by you under the Scheme.

IF YOU TAKE NO ACTION YOUR OPTIONS WILL LAPSE IN DUE COURSE.

2. SUMMARY OF CHOICES

In short, you may decide to either:

(a) Elect to rollover i.e. exchange, your existing option over CSGL shares (the “Old Option”) in consideration of the grant to you of an equivalent option over shares in EA Inc. (the “New Option”) (the “Rollover Offer”); or

(b) Exercise your approved option(s), acquire shares in CSGL and receive US$1.76 per CSGL share less any tax and National Insurance contributions.

The above two choices are described further in sections 3.1 and 3.2 below. Your attention is also drawn to the Appendix to this letter which sets out the UK taxation implications of the courses of action described in this letter.

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Please note that if you elect to accept the Rollover Offer you must do so in respect of all of the CSGL shares subject to your Old Option. You may not, for example, elect to accept the Rollover Offer in part and exercise the remainder of your approved option and acquire CSGL shares.

Alternatively, you may decide to do nothing in which circumstances your option(s) will lapse and cease to be capable of exercise on 19 April 2005. If you do nothing you will not be entitled to acquire CSGL shares, receive US$1.76 per share or exchange your Old Option for a New Option over shares in EA Inc..

Please note that this letter deals with your rights under the Scheme arising as a result of the Acquisition. Your approved option(s) may lapse or become capable of exercise due to other circumstances. Nothing in this letter serves to extend the exercise period of an approved option that would otherwise lapse.

3. YOUR CHOICES

3.1 Choice 1: the Rollover Offer

Under the terms of the Rollover Offer, EA invites you to elect to rollover i.e. exchange, subsisting Old Options (options over CSGL shares) into New Options (options over EA Inc. shares). The New Options will be granted to you on the same terms and conditions as the Old Options i.e. the New Options will, under normal circumstances, continue to be capable of exercise from the third anniversary of the date of grant of the Old Option. Furthermore, the aggregate market value and total exercise cost of your Old Option immediately before the rollover will be as near as possible to the aggregate market value and total exercise cost of your New Option immediately after the rollover.

For the purposes of calculating the aggregate market value of your New Option the market value of a CSGL share will be equal to US$1.76 and the market value of a share in the Common Stock of EA Inc. will be equal to US$44.00 being the closing price of a share in the Common Stock of EA Inc. on 25 October 2004.

The number of shares under your New Options will be calculated by taking the number of shares held under the Old Option multiplied by the sum of 1.76 divided by 44.00. Accordingly, an individual holding an approved option over 1,000 shares could exchange that option for a New Option over 40 shares of Common Stock of EA.

The aggregate exercise cost of the New Options will be equal to the aggregate exercise cost of the Old Options. Accordingly, the exercise price per share in the Common Stock of the New Option will be equal to the aggregate exercise cost of the Old Option divided by the number of shares of the Common Stock under the New Option and rounded down to two decimal places. Thus, where the exercise price per share under the Old Option was equal to 3.5 pence per share (aggregate exercise cost of £35), the exercise price per share under the New Option will be equal to $1.61 (£35 divided by 40 converted into USD using an exchange rate of £1.00 to $1.84).

For every 1,000 CSGL shares held under your Old Option you will be granted a New Option over 40 EA Inc. shares at an exercise price of US$ 1.61 per share.

The total number of EA Inc. shares over which your New Option will be granted will be rounded down to the nearest number of whole shares.

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For example (for illustrative purposes only)

On 30 January 2002, A was granted an option by CSGL over 2,000 shares at an exercise price of 3.5 pence per share. A elects to rollover his Old Option into a New Option over 80 EA Inc. shares at an exercise price per share equal to US$ 1.61 per share.

If you validly accept the Rollover Offer EA will grant or procure the grant of your New Option within 30 days of the date of this letter. A new option certificate will be issued to you by EA shortly thereafter.

If you wish to elect to rollover your Old Option and be granted a New Option you should complete and sign the enclosed Form of Election and return it to Marie Westerlund c/o Criterion Software Group Limited, Westbury Court, Buryfields, Guildford, Surrey GU2 4YZ to be received by 16 November 2004.

3.2 Choice 2: exercise your option

Your approved option(s) have now become exercisable and will, under normal circumstances, remain exercisable until 18 April 2005, being the expiry of the period of six months commencing on the Completion Date, unless they lapse earlier under the rules of the Scheme.

If you wish to exercise your approved option(s) you should contact Marie Westerlund c/o Criterion Software Group Limited on telephone number +44 (0) 1483 406 258. You will then be forwarded a Notice of Exercise, which should be completed and signed by you and returned to Marie c/o Criterion Software Group Limited, Westbury Court, Buryfields, Guildford, Surrey GU2 4YZ together with a cheque for cleared funds made payable to Criterion Software Group Limited equal to the total cost of exercising your approved option. In addition, you will be required to remit to CSGL funds equal to their estimate of any income tax and employees’ national insurance contributions due and accountable for by you (if at all) on the exercise of your approved option (see the Appendix to this letter which summarises the potential charges to tax and national insurance contributions on the exercise of your option).

You should note that if you do decide to exercise your approved options and acquire CSGL shares the articles of association of CSGL provide that any CSGL shares issued after the Completion Date will be immediately and automatically transferred to EA in consideration of a cash payment equal to US$1.76 per CSGL share (or, if you so elect, its sterling equivalent based on the US$/GBP exchange rate prevailing on the date of payment) less any income tax and national insurance contributions which remains due and accountable for on the exercise of your option. You will not, therefore, receive a CSGL share certificate should you decide to exercise your option and acquire CSGL shares, but you will receive the cash proceeds.

4. WHAT HAPPENS IF YOU DO NOT ACCEPT THE ROLLOVER OFFER OR EXERCISE YOUR APPROVED OPTIONS?

If you do not accept the Rollover Offer by 16 November 2004 or exercise your approved option(s) by 18 April 2005, your option(s) will lapse and become worthless.

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5. TAXATION

A summary of the principal UK taxation implications of accepting the Rollover Offer and exercising your approved options is set out in the Appendix to this letter. IF YOU ARE IN ANY DOUBT AS TO YOUR TAX POSITION YOU SHOULD CONSULT YOUR PROFESSIONAL TAX ADVISER IMMEDIATELY.

6. PROCEDURE FOR ACCEPTANCE OF ROLLOVER

If you wish to accept the Rollover Offer, you should complete the enclosed Form of Election and return it to Marie Westerlund c/o Criterion Software Group Limited so as to arrive by NO LATER THAN 3.00pm on 16 November 2004.

7. FURTHER INFORMATION

If you have any queries on this letter, your approved option(s) or how to complete the Form of Election you should contact Marie Westerlund at Criterion Software Limited, Westbury Court, Buryfields, Guildford, Surrey GU2 4YZ.

Please note that we cannot advise you on what is the best course of action for you. This will depend on your own individual circumstances. You may wish to take independent financial advice, but remember that you will normally be charged for such advice.

Yours faithfully	Yours faithfully
Director for and on behalf of Criterion Software Group Limited	Director for and on behalf of Electronic Arts (UK) Limited

Cc Orbis Trustees Guernsey Limited

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Notes:

In the event of any conflict between this letter and the rules of the Scheme or any relevant legislation, the rules of the Scheme and the legislation will prevail.

References to taxation are for guidance only.

Receipt of documents will not be acknowledged. Documents and cheques will be despatched at your risk.

The Form of Election, including the instruction and notes thereon, shall be deemed an integral part of the Rollover Offer.

Accidental omission to despatch this letter or the Form of Election to, or any failure to receive the same by, any person to whom the Rollover Offer is made or should be made, shall not invalidate the Rollover Offer in any way.

The Rollover Offer and acceptances in respect thereof shall be governed by and construed in accordance with English law.

All acceptances of the Rollover Offer will be irrevocable.

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APPENDIX

TAX SUMMARY

The following is a summary of the likely United Kingdom taxation implications of your options for option holders resident in the United Kingdom, from the date of grant of your option to the date you sell your shares, and not subject to tax in any other jurisdiction.

The precise tax consequences for you will depend on your particular circumstances and you are advised to seek professional tax advice before taking any action in connection with your approved option. The information below is based on legislation and our understanding of Inland Revenue practice in force as at October 26, 2004 and may be subject to change.

If you are or have been on an expatriate assignment your tax position may be more complicated and you should contact your own professional advisor.

The Rollover Offer

The rolling over of your Old Option into a New Option under the terms of the Rollover Offer is tax neutral. Accordingly, you should not be liable to a charge to income tax, National Insurance contributions or capital gains tax on the actual rollover.

The tax treatment of your New Option will normally depend on whether it is exercised before or after the third anniversary of the date of grant of your Old Option, as explained below.

UK Inland Revenue approved options more than 3 years old on exercise

If you have held your approved option(s) for more than three years at the date of exercise, the tax consequences are:

• No income tax liability at the date of exercise;

• No National Insurance contributions (“NICs”) liability;

• A charge to capital gains tax may arise when you ultimately dispose of your CSGL shares (EA Inc. shares where you have rolled-over your Old Option into a New Option).

Inland Revenue options less than 3 years old on exercise

If you exercise an approved option which is less than three years old at the date of exercise, the tax consequences are:

• You will be liable to a charge to income tax at your marginal rate and employees’ NICs on the exercise of your option;

• Income tax and NICs will be charged on the amount by which the market value of the CSGL shares at the date of exercise exceeds the option price paid by you for those shares;

• The income tax and NICs will be payable under PAYE and those funds will be obtained by CSGL and/or EA either by:

• you providing a cheque for cleared funds equal to CSGL’s and/or EA’s estimate of your tax liability; or

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• you agreeing to your tax liability being withheld by EA and/or CSGL from any consideration received by you on the transfer of CSGL shares to EA; or

• CSGL (or EA where you have rolled-over your Old Option) selling some of your CSGL (or EA) shares.

• You should not be liable to capital gains tax when you dispose of your CSGL shares to EA.

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THIS DOCUMENT AND THE ACCOMPANYING LETTER ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION

If you are in any doubt about the action you should take, you should consult an independent financial adviser authorised under the Financial Services and Markets Act 2000.

FORM OF ELECTION

for use by holders of

Options granted under the Criterion Software Group Limited

Approved Share Option Scheme

This Form of Election is accompanied by the letter dated 26 October 2004 from Criterion Software Group Limited (“CSGL”) and Electronic Arts (UK) Limited (“EA”) to holders of approved options granted under Criterion Software Group Limited Approved Share Option Scheme (“the Scheme”).

Notes on completion of the Form of Election

1. Please insert your full name and address in block capitals in Section 1 below and the number of unexercised approved options in column 2 of the table in Section 2 below.

2. For each approved option you hold (as set out in Section 2), please indicate whether you wish to exchange it and be granted a New Option over EA Inc. shares on equivalent terms to your Old Option by ticking the appropriate box.

3. Complete and sign this form where indicated in the presence of an independent witness who is over 18 years of age.

4. Return this completed Form of Election to Marie Westerlund c/o Criterion Software Group Limited, Westbury Court, Buryfields, Guildford, Surrey GU2 4YZ so that it is received by no later than 16 November 2004.

PLEASE NOTE: If you do not wish to accept the Rollover Offer your option will, under normal circumstances, remain capable of exercise until 18 April 2005, being the expiry of the period of six months from the Completion Date. If you wish to exercise your option please contact Marie Westerlund c/o Criterion Software Group Limited.

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SECTION 1

Do not detach any part of this Form of Election

To: The directors of Criterion Software Group Limited and Electronic Arts (UK) Limited.

Name:	___________________________________________________
HOME address:	___________________________________________________
	___________________________________________________
	___________________________________________________
	__________________________________ Postcode: ________

I hereby irrevocably agree that if I have ticked the box headed “Exchange” overleaf and properly executed this Form of Election:

I am entitled to exchange the option(s) which I have indicated on this form I wish to exchange;

I exchange those option(s) in respect of the maximum number of CSGL shares which currently remain outstanding on the terms set out in this Form of Election and the accompanying letter to optionholders from CSGL and EA dated 26 October 2004;

I irrevocably release all my rights, in respect of my option over CSGL shares with effect from the date of EA’s acceptance of this request in consideration of the grant of an equivalent option over EA Inc. shares;

I request that the option certificate relating to the New Option over EA Inc. shares be sent to me at the address as set out above.

I irrevocably appoint David Lau-Kee of CSGL to be my true and lawful attorney (“Attorney”) with full power and authority in my name and on my behalf to approve, sign, execute and deliver any document and do any act or thing which the Attorney, in his absolute and unfettered discretion, considers necessary or desirable in order to give effect to my decisions on this form. The Attorney has the full power to appoint in writing a substitute to act as my attorney for these purposes;

any option certificates, and correspondence relating to the Acquisition and Rollover Offer will be sent to me at my own risk to the address on this form unless I indicate an alternative in writing to CSGL.

this form is of no effect unless it is properly completed but CSGL and EA may, at their discretion, treat this form as effective even if it is incorrectly completed.

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SECTION 2

PLEASE INDICATE YOUR CHOICE BY PLACING A “ü“ IN THE

BOX UNDER THE HEADING OF EXCHANGE

THEN

SIGN THIS FORM AT THE END

Date of Grant Number
of
Shares
Exercise Price (£)
Exchange

Signed as a Deed:	_______________________________	_______________________________
	(Sign)	(Print)
In the presence of:	_______________________________	_______________________________
a witness	Signature of witness	Name of witness
	(not a relative or any other optionholder)
Address of Witness:	____________________________________________________________________
	____________________________________________________________________
	____________________________________________________________________
Dated:	____________________________________________________________________

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EX-4.05

Exhibit 4.05

ELECTRONIC ARTS INC.

GRANT OF ROLLOVER OPTIONS UNDER

THE CRITERION SOFTWARE GROUP LIMITED APPROVED SHARE OPTION SCHEME

Name	Employee #:
Address1	Grant #:
Address2
Address3
City, Country Zip	Class:
Location:

Electronic Arts Inc., a Delaware corporation, (the “Company”) hereby grants to the individual named above (the “Optionee”), a non-qualified stock option (the “New Option”) in consideration of the Optionee releasing the option granted to them over ordinary shares in Criterion Software Group Limited (the “Old Option”) on January 30, 2002 (the “Date of Grant”) under the Criterion Software Group Limited Approved Share Option Scheme (the “Scheme”). The New Option is granted in accordance with paragraphs 26 and 27 of Schedule 4 of the Income Tax (Earnings and Pensions) Act 2003 (“Schedule 4”) and is an option to purchase the total number of share set forth below of common stock of the Company (“the New Option Shares”) at the exercise price per share set forth below (the “Exercise Price”). The New Option is subject to the terms and conditions of the Scheme.

The principal features of the New Option are as follows:

Number of Option Shares:	###	Exercise Price:	$##.####
Date of Grant:	mm/dd/yy	Expiration Date:	mm/dd/yy
Vest Start Date:	mm/dd/yy

Subject to the terms and conditions of the Scheme, the New Option will normally become exercisable on January 31, 2005. Thereafter, the Optionee may normally exercise the New Option during the period commencing on January 31, 2005 and ending on the Expiration Date, subject to the rules of the Scheme.

Under the terms of the Scheme, the Optionee is eligible to receive preferential tax treatment on the “gain arising on exercise.” The gain is equal to the difference between the fair market value of the New Option Shares at a time of exercise and the New Option Exercise Price. If the Optionee does not exercise the New Option under tax-approved circumstances (for example, Optionee exercises the New Option within three years of the Date of Grant), the Optionee will be subject to UK income tax and National Insurance Contributions on the gain.

The Optionee agrees that he or she will pay or indemnify any Group Company (as that term is defined in the Scheme) for any amount of income tax due and accountable for by any Group Company on the exercise or assignment or release of the New Option. In addition, the Optionee acknowledges that he or she will pay the employee’s primary Class 1 National Insurance Contributions (the “Primary Contributions”) due on the exercise or assignment or release of the New Option. The income tax and Primary Contributions due will be payable (i) on the gain arising on exercise or (ii) in the case of assignment or release of the New Option, in respect of the difference between the amount of the consideration (if any) given for such assignment or release and the amount of the consideration (if any) given for the New Option.

The Optionee hereby authorizes any Group Company to collect the income tax and Primary Contributions due from the Optionee within 30 days after the exercise or assignment or release of the New Option or, if earlier, within 14 days after the end of the tax month during which such exercise or assignment or release takes place:

(i) by deduction from salary or any other payment which is payable to the Optionee at any time on or after the date of exercise or assignment or release of the New Option, or

(ii) directly from the Optionee by payment in cleared funds, or

(iii) by arranging for the sale of some of the shares that the Optionee is entitled to receive on the exercise of the New Option.

ELECTRONIC ARTS INC.

/s/ Steve Bené

__________________________________

Steve Bené

Senior Vice President, General Counsel

ACCEPTANCE:

Optionee hereby acknowledges that a copy of the rules of the Scheme are available upon request from the Stock Administration department. Optionee represents that Optionee has read and understands the terms and provisions thereof, and accepts the New Option subject to all the terms and provisions of the Scheme. Optionee acknowledges that there may be adverse tax consequences upon exercise of the New Option and that Optionee should consult a tax adviser prior to such exercise.

__________________________________

Name

EX-5.01

EXHIBIT 5.01

(Includes Exhibit 23.01)

November 5, 2004

Securities and Exchange Commission

Division of Corporation Finance

450 5^th Street, N.W.

Washington, D.C. 20549

Re: Electronic Arts Inc. (“EA”)

Registration Statement on Form S-8

Ladies/Gentlemen:

I am an attorney licensed to practice law in the state of California and I am Senior Vice President, General Counsel and Secretary of EA. I have examined EA’s Registration Statement on Form S-8 (the “Registration Statement”) to be filed by EA on or about November 5, 2004 in connection with the registration under the Securities Act of 1933, as amended, of 136,524 shares of Common Stock that may be sold by EA to eligible employees pursuant to the Criterion Software Group Limited Approved Share Option Scheme, as assumed by EA (the “Option Scheme”).

As General Counsel for EA, I have examined the proceedings taken by EA in connection with the Option Scheme and the shares being registered hereby.

It is my opinion that the 136,524 shares of Common Stock that may be issued and sold by EA pursuant to the Option Scheme, when issued and sold in the manner referred to in the Prospectus associated with the Registration Statement and the Option Scheme, as applicable, will be legally issued, fully paid and nonassessable.

I consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to this opinion, if any, in the Registration Statement and amendments thereto.

Very truly yours,

ELECTRONIC ARTS INC.

/s/ Stephen G. Bené

Stephen G. Bené

Senior Vice President, General Counsel

and Secretary

EX-15.01

Exhibit 15.01

The Board of Directors and Stockholders

Electronic Arts Inc.:

With respect to the subject registration statement on Form S-8 of Electronic Arts Inc. to be filed on November 5, 2004, we acknowledge our awareness of the use therein of our reports dated July 21, 2004 and October 19, 2004 relating to the unaudited condensed consolidated interim financial statements of Electronic Arts Inc. and subsidiaries that are included in its Form 10-Q for the three-month period ended June 30, 2004, and the three and six-month periods ended September 30, 2004, respectively.

Pursuant to Rule 436 under the Securities Act of 1933 (the Act), such reports are not considered part of a registration statement prepared or certified by an accountant, or reports prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Act.

/s/    KPMG LLP

        KPMG LLP

San Francisco, California

November 4, 2004

EX-23.02

Exhibit 23.02

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Electronic Arts Inc.:

We consent to the incorporation by reference in the registration statement on Form S-8 of Electronic Arts Inc. to be filed on November 5, 2004, of our report dated April 28, 2004 relating to the consolidated balance sheets of Electronic Arts Inc. and subsidiaries as of March 31, 2004 and 2003, and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended March 31, 2004, and the related financial statement schedule, which report appears in the March 31, 2004 annual report on Form 10-K of Electronic Arts Inc. Our report refers to a change in the method of accounting for goodwill.

/s/    KPMG LLP

        KPMG LLP

San Francisco, California

November 4, 2004