S-8

As filed with the Securities and Exchange Commission on October 14, 2010

Registration Statement No. 333-      

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

Diageo plc

(Exact name of registrant as specified in its charter)

England (State or other jurisdiction of incorporation or organization) N.A. (I.R.S. Employer Identification No.)

Lakeside Drive, Park Royal
London NW10 7HQ, England

(Address of Principal Executive Offices)

DIAGEO 2010 SHARESAVE PLAN

THE DIAGEO 2001 SHARE INCENTIVE PLAN

DIAGEO PLC 2009 INTERNATIONAL SHARE MATCH PLAN

(Full title of the plan)

Bruce Proctor
Diageo North America, Inc.
801 Main Street
Norwalk, CT 06851

(Name and address of agent for service)

+1-203-229-2100

(Telephone number, including area code, of agent for service)

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

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

CALCULATION OF REGISTRATION FEE

Title of securitiesto be registered(1)	Amount to beregistered(2)	Proposed maximumoffering price per share(3)	Proposed maximumaggregate offering price(3)	Amount ofregistration fee
Ordinary Shares, par value 28 101/108 pence per share	50,000,000	$17.56	$878,000,000	$62,601.40

(1)The ordinary shares, par value 28 101/108 pence per share (the “Ordinary Shares”), of the Registrant may be represented by the Registrant’s American Depositary Shares (“ADSs”), each of which represents four Ordinary Shares. A separate registration statement on Form F-6 was filed with the Securities and Exchange Commission on December 17, 1997 (Registration No. 333-8010) for the registration of ADSs evidenced by American Depositary Receipts issuable upon deposit of Ordinary Shares.

(2)Plus such indeterminate number of additional Ordinary Shares as may be offered and issued to prevent dilution resulting from share splits or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”).

(3)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act.  The estimate is based on the average of the high and low prices of the Ordinary Shares represented by the ADSs as reported on the New York Stock Exchange on October 7, 2010.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

EXPLANATORY NOTE

All information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act, and the Note to Part I.  The documents containing the information specified in Part I will be delivered to the participants in the plans covered by this Registration Statement, as required by Rule 428(b) under the Securities Act.  Such documents are not being filed with the Securities and Exchange Commission (the “Commission”) as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

2

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference

The following documents previously filed or furnished by Diageo plc (the “Registrant”) with the Commission are incorporated as of their respective dates by reference herein and shall be deemed a part hereof:

(a)The Registrant’s Annual Report on Form 20-F for the fiscal year ended June 30, 2010, filed with the Commission on September 14, 2010, pursuant to Section 13(a) of the Exchange Act of 1934, as amended (the “Exchange Act”);

(b)The description of the Registrant’s Ordinary Shares contained in the Registrant’s Form 6-K (File No. 001-10691) filed with the Commission on October 15, 2009.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.  Reports on Form 6-K that the Registrant furnishes to the Commission will only be deemed incorporated by reference into this Registration Statement if such Report on Form 6-K so states that it is incorporated by reference herein.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.Description of Securities

Not applicable.

Item 5.Interests of Named Experts and Counsel

Not applicable.

Item 6.Indemnification of Directors and Officers

UK law does not permit a company directly or indirectly to indemnify a director of the company, or of an associated company, in connection with any negligence, default, breach of duty or breach of trust by the director in relation to the company of which he is a director unless the indemnity constitutes a “qualifying third party indemnity provision”.  An indemnity will be a “qualifying third party indemnity provision” for the purposes of the Companies Act 2006 (the “UK Companies Act”), provided that it does not indemnify the director against any liability the director incurs:

(a)to the company or to an associated company;

(b)to pay a criminal fine or a regulatory penalty;

(c)in defending criminal proceedings in which the director is convicted;

3

(d)in defending civil proceedings brought by the company, or an associated company, in which judgment is given against the director; or

(e)in an unsuccessful application to the Court for relief from liability under the UK Companies Act.

Article 140 of the Registrant’s Articles of Association provides:

“To the extent permitted by the Companies Acts, the company may indemnify any director of the company or of any associated company against any liability and may purchase and maintain for any director of the company or of any associated company insurance against any liability.  No director of the company or of any associated company shall be accountable to the company or the members for any benefit provided pursuant to this article and the receipt of any such benefit shall not disqualify any person from being or becoming a director of the company.”

The relevant sections of the UK Companies Act provide as follows:

232 Provisions protecting directors from liability

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

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

(a)section 233 (provision of insurance),

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

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

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

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

233 Provision of insurance

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

234 Qualifying third party indemnity provision

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

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

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

4

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

(a)any liability of the director to pay—

(i)a fine imposed in criminal proceedings, or

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

(b)any liability incurred by the director—

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

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

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

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

(5)For this purpose—

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

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

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

(b)an appeal is disposed of—

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

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

(6)The reference in subsection (3)(b)(iii) to an application for relief is to an application for relief under—

section 661(3) or (4) (power of court to grant relief in case of acquisition of shares by innocent nominee), or

section 1157 (general power of court to grant relief in case of honest and reasonable conduct).

235 Qualifying pension scheme indemnity provision

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

5

(2)Pension scheme indemnity provision means provision indemnifying a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with the company’s activities as trustee of the scheme.

Such provision is qualifying pension scheme indemnity provision if the following requirements are met.

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

(a)any liability of the director to pay—

(i)a fine imposed in criminal proceedings, or

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

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

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

(5)For this purpose—

(a)a conviction becomes final—

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

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

(b)an appeal is disposed of—

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

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

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

256 Associated bodies corporate

For the purposes of this Part—

(a)bodies corporate are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and

(b)companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.

239 Ratification of acts of directors

(1)This section applies to the ratification by a company of conduct by a director amounting to negligence, default, breach of duty or breach of trust in relation to the company.

6

(2)The decision of the company to ratify such conduct must be made by resolution of the members of the company.

(3)Where the resolution is proposed as a written resolution neither the director (if a member of the company) nor any member connected with him is an eligible member.

(4)Where the resolution is proposed at a meeting, it is passed only if the necessary majority is obtained disregarding votes in favour of the resolution by the director (if a member of the company) and any member connected with him.

This does not prevent the director or any such member from attending, being counted towards the quorum and taking part in the proceedings at any meeting at which the decision is considered.

(5)For the purposes of this section—

(a)“conduct” includes acts and omissions;

(b)“director” includes a former director;

(c)a shadow director is treated as a director; and

(d)in section 252 (meaning of “connected person”), subsection (3) does not apply (exclusion of person who is himself a director).

(6)Nothing in this section affects—

(a)the validity of a decision taken by unanimous consent of the members of the company, or

(b)any power of the directors to agree not to sue, or to settle or release a claim made by them on behalf of the company.

(7)This section does not affect any other enactment or rule of law imposing additional requirements for valid ratification or any rule of law as to acts that are incapable of being ratified by the company.

1157 Power of court to grant relief in certain cases

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

(a)an officer of a company, or

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

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

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

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

7

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

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

The directors and officers of the Registrant and its duly authorized US representative are insured against certain liabilities, including certain liabilities under US securities laws, which they may incur in their capacity as such under a liability insurance policy carried by Diageo plc.

Item 7.Exemption From Registration Claimed

Not applicable.

Item 8.Exhibits

Exhibit Number		Description
4.1	—	Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 6-K filed on October 15, 2009) (Commission File No. 001-10691)
4.2	—	Diageo 2010 Sharesave Plan, as approved by the shareholders of the Registrant on October 14, 2010
4.3	—	Diageo 2001 Share Incentive Plan, as amended on October 14, 2010
4.4	—	Diageo plc 2009 International Share Match Plan, dated October 14, 2009
5.1	—	Opinion of Slaughter and May on the validity of the securities being registered
23.1	—	Consent of KPMG Audit Plc
23.2	—	Consent of Slaughter and May (included in Exhibit 5.1)
24.1	—	Power of Attorney (included on signature page)

Item 9.Undertakings

(a)The undersigned Registrant hereby undertakes:

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

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

(ii)to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective

8

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 (a)(1)(i) and (a)(1)(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 with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement;

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

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

(b)The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 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 Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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

9

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 London, England, on 14 October, 2010.

DIAGEO PLC
By:	/s/ Deirdre Mahlan
Name:	Deirdre Mahlan
Title:	Chief Financial Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each Director listed below and Paul Tunnacliffe, as his true and lawful attorneys-in-fact and agents, each with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement on Form S-8, and to file the same, with all exhibits hereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents 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 each such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on 14 October, 2010 by the following persons in the capacities indicated:

Name	Title
/s/ PS Walsh	Executive Director
PS Walsh	(Principal Executive Officer)
/s/ Deirdre Mahlan	Executive Director
Deirdre Mahlan	(Principal Financial and Accounting Officer)
/s/ Dr Franz Humer	Director
Dr Franz Humer
	Director
Lord Hollick of Notting Hill

10

Name	Title
	Director
Lord Mervyn Davies of Abersoch
	Director
Peggy Bruzelius
/s/ Laurence Danon	Director
Laurence Danon
	Director
Betsy Holden
/s/ NC Rose	Director
NC Rose
/s/ Philip Scott	Director
Philip Scott
/s/ Todd Stitzer	Director
Todd Stitzer
/s/ Paul Walker	Director
Paul Walker
/s/ Bruce Proctor	Authorized U.S. Representative
Bruce Proctor

11

EXHIBIT INDEX

Exhibit Number		Description
4.1	—	Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 6-K filed on October 15, 2009) (Commission File No. 001-10691)
4.2	—	Diageo 2010 Sharesave Plan, as approved by the shareholders of the Registrant on October 14, 2010
4.3	—	Diageo 2001 Share Incentive Plan, as amended on October 14, 2010
4.4	—	Diageo plc 2009 International Share Match Plan, dated October 14, 2009
5.1	—	Opinion of Slaughter and May on the validity of the securities being registered.
23.1	—	Consent of KPMG Audit Plc
23.2	—	Consent of Slaughter and May (included in Exhibit 5.1)
24.1	—	Power of Attorney (included on signature page)

12

EX-4.2

Exhibit 4.2

CLIFFORD CHANCE LLP

DIAGEO 2010 SHARESAVE PLAN

Approved by shareholders of the Company on 14 October 2010

Adopted by the board of the Company on 14 August 2010

HMRC Reference: SRS105709

The Plan is a discretionary benefit offered by the Diageo group for the benefit of its employees.  Its main purpose is to increase the interest of the employees in the Company’s long-term business goals and performance through share ownership.  The Plan is an incentive for the employees’ future performance and commitment to the goals of the Diageo group.

Shares purchased under the Plan and any gains made by exercising options granted under the Plan are not part of salary for any purpose (except to any extent required by statute).

The Plan is being offered for the first time in 2010 and the Board shall have the right to decide, in its sole discretion, whether or not further options will be offered in the future and to which employees the Plan will be extended.

Participating in the Plan is an investment opportunity distinct from any employment contract.  Participation in the Plan entails the risk associated with an investment.  An individual who participates in the Plan is treated as being aware of such risks and accepts such risks of his own free will.

The detailed rules for the Plan are set out in this document.

CONTENTS

Rule		Page
1.	Definitions And Interpretation	1
2.	Eligibility	2
3.	Invitations	3
4.	Applications	4
5.	Scaling Back	4
6.	Option Price	5
7.	Grant Of Options	6
8.	Limits	7
9.	Exercise Of Options	9
10.	Leavers And Deceased Participants	11
11.	Takeovers And Other Corporate Events	12
12.	Adjustment Of Options	15
13.	Alterations	15
14.	Miscellaneous	17

1

1.DEFINITIONS AND INTERPRETATION

1.1In this Plan, unless the context otherwise requires:

“Associated Company” means an associated company of the Company as described in paragraph 47 of Schedule 3 except for the purpose of Rule 10.7 (Meaning of ceasing employment) when that expression shall have the meaning described in paragraph 35 of Schedule 3;

“Board” means the board of directors of the Company or a duly authorised committee of the Board or a duly authorised person;

“Bonus Date” means the date on which a bonus is payable under the relevant Savings Contract and from which date an Option is normally exercisable;

“Company” means Diageo plc (registered in England and Wales with registered number 23307);

“Contribution” means a contribution under a Savings Contract;

“Control” means control within the meaning of section 719 of ITEPA;

“dealing day” means a dealing day of either the London Stock Exchange or any other securities exchange on which Shares are quoted and from which the Option Price is determined;

“Eligible Employee” means a person who satisfies the conditions described in Rule 2.1 (General rule on eligibility);

“Grant Date” means the date on which an Option is granted;

“HMRC” means HM Revenue and Customs;

“Invitation” means an invitation to apply for an Option as described in Rule 3 (Invitations);

“ITEPA” means the Income Tax (Earnings and Pensions) Act 2003;

“Listing Rules” means the Listing Rules published by the UKLA;

“London Stock Exchange” means London Stock Exchange plc;

“Option” means a right to acquire Shares granted under the Plan;

“Option Price” means the price at which Shares may be acquired on the exercise of an Option as determined under Rule 6 (Option Price);

“Participant” means a person who holds an Option including his personal representatives;

1

“Participating Company” means:

(a)the Company; and

(b)any Subsidiary designated by the Board;

“Plan” means the Diageo 2010 Sharesave Plan  as amended from time to time;

“Rule” means a rule of the Plan;

“Savings Contract” means an agreement under a certified SAYE savings arrangement, within the meaning of paragraph 48(1) of Schedule 3, which has been approved by HMRC for the purposes of Schedule 3;

“Schedule 3” means Schedule 3 to ITEPA;

“Shares” means fully paid ordinary shares in the capital of the Company which satisfy the requirements of paragraphs 18 to 22 of Schedule 3, unless Rule 9.11 (Shares ceasing to satisfy Schedule 3 requirements) applies;

“Specified Age” means 60 years old;

“Subsidiary” means a body corporate which is a subsidiary (within the meaning of section 1159 of the Companies Act 2006) of the Company and of which the Company has Control;

“UKLA” means the United Kingdom Listing Authority;

and expressions not defined in this Plan have the same meanings as they have in Schedule 3.

1.2Any reference in the Plan to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted.

1.3Words of the feminine gender shall include the masculine and vice versa and words in the singular shall include the plural and vice versa unless, in either case, the context otherwise requires or it is otherwise stated.

1.4Expressions in italics and headings are for guidance only and do not form part of the Plan.

2.ELIGIBILITY

2.1General rule on eligibility

An individual is eligible to be invited to apply for an Option only if:

(a)he is either an employee (but not a director) of a Participating Company or a director of a Participating Company who is required to work for the company for at least 25 hours a week (excluding meal breaks);

2

(b)he either satisfies the conditions in Rule 2.2 (Individuals eligible) or is nominated by the Board for this purpose; and

(c)he is not excluded from being granted an Option because of paragraph 11 of Schedule 3 (Material interest in a close company).

2.2Individuals eligible

The conditions referred to in Rule 2.1(b) are that:

(a)the individual shall have a qualifying period of continuous service (if any) with the Company or any Subsidiary from time to time as the Board may decide, such period not to exceed five years before the Grant Date; and

(b)the individual’s earnings from the office or employment referred to in Rule 2.1(a) meet (or would meet if there were any) the requirements set out in paragraphs 6(2)(c) and (6)(2)(ca) of Schedule 3.

3.INVITATIONS

3.1Issuing Invitations

The Board shall decide if and when Invitations will be issued.  If the Board decides to issue Invitations then it must issue an Invitation to each Eligible Employee.

3.2Timing of Invitations

Invitations may be issued at any time but before the Board decides when to issue Invitations it must have regard both to when the Option Price may be determined under Rule 6.1 (Option Price — timing of determination) and any regulatory restrictions on both the issuing of such Invitations and any subsequent grant of Options.

3.3Content of Invitations

Each Invitation will specify:

(a)the date by which an application for an Option must be received (being not less than 14 days after the date of the Invitation unless otherwise agreed in advance with HMRC);

(b)the Option Price (or how the Option Price will be determined);

(c)any choice as to the term of the Option in terms of the number of monthly contributions payable;

(d)the minimum monthly Contribution which must not be less than £5 (or as otherwise stated in the relevant Savings Contract) nor more than £10;

(e)the maximum monthly Contribution, which must be not more than £250 or as otherwise specified in paragraph 25 of Schedule 3; and

3

(f)if the bonus payable under a Savings Contract shall not be taken into account in determining the number of Shares made subject to an Option, then that fact.

4.APPLICATIONS

4.1Form of application

An application for an Option shall be accompanied by an application for a Savings Contract in which the Eligible Employee must state:

(a)the Contribution he proposes to make;

(b)that his proposed Contribution, when added to any other Contribution he makes under any other Savings Contract, will not exceed the maximum permitted under Schedule 3;

(c)if he has a choice of Savings Contract, the Savings Contract chosen; and

(d)if he has a choice of repayment date, the repayment date chosen.

4.2Number of Shares under Option

An application for an Option shall be for an Option to acquire the largest whole number of Shares which could be acquired at the Option Price with an amount equal to the expected Contributions plus the bonus payable under the relevant Savings Contract on the Bonus Date unless it was specified in the Invitation that the bonus would not be included for this purpose.

4.3Effect of limits

If there are applications for Options over more Shares than permitted under Rule 8 (Limits), then each application for an Option and a related Savings Contract shall be deemed to have been amended or withdrawn under Rule 5 (Scaling back).

If an Eligible Employee specifies in his application for a Savings Contract a proposed Contribution which:

(a)when added to any other Contribution he makes under any other Savings Contract; and

(b)if the Board, acting fairly and reasonably, decides, when added to any other Contribution he made under any other Savings Contract which he has cancelled without exercising the option to which such Savings Contract related

would exceed the maximum permitted in the related Invitation then the Board is authorised to reduce the proposed Contribution to the maximum amount permitted.

5.SCALING BACK

If valid applications for Options are received for a total number of Shares which exceeds any maximum number permitted by the Board or permitted by the limit in Rule

4

8 (Limits), then the Board shall scale back the applications using one or more of the following methods:

(a)by reducing the proposed Contributions by the same proportion provided that the reduced amount shall not be less than the minimum amount permitted under the relevant Savings Contract;

(b)where relevant, by treating any application for a longer Option term under a Savings Contract as an application for a shorter Option term under that Savings Contract;

(c)by treating the expected repayment under a Savings Contract as not including a bonus; or

(d)by deeming each choice of a Savings Contract of a five year term as one of a three year term.

If scaling back under the preceding provisions of this Rule does not make available sufficient Shares to allow all Eligible Employees who have made valid applications to be granted Options, the Board may either select applications by lot or decide not to accept any applications on that occasion.

6.OPTION PRICE

6.1Option Price — timing of determination

The Option Price may only be determined by reference to dealing days falling:

(a)within the period of 6 weeks starting on:

(i)the day on which the Plan is formally approved by HMRC under Schedule 3;

(ii)the dealing day after the day on which the Company announces its results for any period; or

(iii)any day on which a new Savings Contract prospectus is announced or comes into force; or

(b)at any other time when the circumstances are considered by the Board to be sufficiently exceptional to justify the issuing of Invitations.

6.2Option Price — method of determination

The Board will determine the Option Price which must be:

(a)not manifestly less than 80 per cent (or such other percentage as may be specified in paragraph 28(1) of Schedule 3) of the Market Value (as defined below) of a Share on either:

(i)a day immediately preceding the date on which Invitations are sent to Eligible Employees; or

5

(ii)the date specified in the Invitation; and

(b)in the case of an Option to acquire Shares only by subscription, not less than the nominal value of those Shares.

For the purpose of this Rule, “Market Value” on any day means:

(aa)if Shares are quoted in the London Stock Exchange Daily Official List:

(i)the middle-market quotation of Shares (as derived from that list) for that day;

(ii)if the Board decides, the average of the middle-market quotations of Shares (as derived from that list) over the period of 3 dealing days ending on that day; or

(iii)the middle-market quotation of the Shares (as derived from that list) on such other dealing day or days as may be agreed in advance with HMRC;

(bb)if paragraph (aa) above does not apply, the market value (within the meaning of Part VIII of the Taxation of Chargeable Gains Act 1992) of a Share as agreed in advance for the purposes of the Plan with HMRC Shares and Assets Valuation.

7.GRANT OF OPTIONS

7.1Grant procedure

Subject to Rule 5 (Scaling back) and Rule 7.5 (Approvals and consents), the Board may grant an Option to every individual who:

(a)has submitted a valid application for an Option; and

(b)is an Eligible Employee on the Grant Date.

7.2Restrictions on timing of grant of Options

Options must be granted within 30 days (or 42 days if applications are scaled back) after the first day by reference to which the Option Price is set under Rule 6.1 but:

(a)not before the date on which HMRC approves the Plan for the purposes of Schedule 3; nor

(b)later than 13 October 2020 (that is, the expiry of the period of 10 years beginning with the date on which the Plan is approved by shareholders of the Company).

7.3Method of satisfying options

Unless specified to the contrary by the Board at the time of grant of an Option, an Option may be satisfied:

6

(a)by the issue of new Shares; and/or

(b)by the transfer of treasury Shares; and/or

(c)by the transfer of Shares other than the transfer of treasury Shares.

The Board may decide to change the way in which it is intended that an Option may be satisfied after it has been granted, having regard to the provisions of Rule 8 (Limits).

7.4Non-transferability and bankruptcy

An Option granted to any person:

(a)shall not be transferred, assigned, charged or otherwise disposed of (except on his death to his personal representatives) and shall lapse immediately on any attempt to do so; and

(b)shall lapse immediately if he is declared bankrupt.

7.5Approvals and consents

The grant of any Option shall be subject to obtaining any approval or consent required under the Listing Rules, any relevant share dealing code of the Company, the City Code on Takeovers and Mergers, or any other relevant UK or overseas regulation or enactment.

8.LIMITS

8.110 per cent. in 10 years limit

An Option shall not be granted in any calendar year if, at the time of its proposed Grant Date, it would cause the number of Shares allocated (as defined in Rule 8.2) in the period of 10 calendar years ending with that year under the Plan and under any other employee share plan adopted by the Company to exceed such number as represents 10 per cent. of the ordinary share capital of the Company in issue at that time.

8.2Meaning of “allocated”

For the purpose of Rule 8.1:

(a)Shares are allocated:

(i)when an option, award or other contractual right to acquire unissued Shares or treasury Shares is granted;

(ii)where Shares are issued or treasury Shares are transferred otherwise than pursuant to an option, award or other contractual right to acquire Shares, when those Shares are issued or treasury Shares transferred;

7

(b)the number of Shares allocated in respect of an option, award or other contractual right shall be such number as the Board shall reasonably determine;

(c)any Shares which have been issued or which may be issued (or any Shares transferred out of treasury or which may be transferred out of treasury) to any trustees to satisfy the exercise of any option, award or other contractual right shall be treated as “allocated” unless they are already treated as allocated under this Rule; and

(d)for the avoidance of doubt, existing Shares other than treasury Shares that are transferred or over which options, awards or other contractual rights are granted shall not count as “allocated”.

8.3Post-grant events affecting numbers of “allocated” Shares

For the purposes of Rule 8.2:

(a)where

(i)any option, award or other contractual right to acquire unissued Shares or treasury Shares is released or lapses (whether in whole or in part); or

(ii)after the grant of an option, award or other contractual right the Board determines that:

(a)where an amount is normally payable on its exercise it shall be satisfied without such payment but instead by the payment of cash equal to the gain made on its exercise; or

(b)it shall be satisfied by the transfer of existing Shares (other than Shares transferred out of treasury),

the unissued Shares or treasury Shares which consequently cease to be subject to the option, award or other contractual right shall not count as “allocated”; and

(b)the number of Shares allocated in respect of an option, award or other contractual right shall be such number as the Board shall reasonably determine from time to time.

8.4Changes to investor guidelines

Treasury Shares shall cease to count as “allocated” for the purpose of Rule 8.1 if institutional investor guidelines cease to require such Shares to be so counted.

8.5Board Limit

The Board may impose a limit on the number of Shares over which Options may be granted on any particular occasion.

8

9.EXERCISE OF OPTIONS

9.1Normal period for exercise

An Option may only be exercised during the period beginning with the Bonus Date and ending 6 months after the Bonus Date except where Rule 10 (Leavers and deceased participants) or Rule 11 (Takeovers and other corporate events) applies.

9.2Restriction on exercise: material interest in a close company

Regardless of any other Rule, a Participant shall not exercise an Option when he is ineligible to participate in the Plan because of paragraph 11 of Schedule 3 (Material interest in a close company).

9.3Long stop date for exercise

Unless Rule 10.1 (Deceased Participants) applies, an Option shall not be capable of exercise later than 6 months after the Bonus Date and, if not exercised, it shall lapse at the end of that period.

9.4No exercise on early cessation of savings

Regardless of any other rule of this Plan, where, before an Option has become capable of exercise, the Participant:

(a)gives notice that he intends to stop paying Contributions under the related Savings Contract;

(b)is deemed under the terms of the Savings Contract to have given such notice (for example, for missing more than 6 monthly Contributions); or

(c)makes an application for repayment of the Contributions paid under it,

the Option shall not become exercisable and shall immediately lapse.

9.5Limitation on exercise

The amount paid for Shares on the exercise of an Option shall not exceed the amount of the Contributions made under the related Savings Contract before the date of exercise together with any interest or bonus paid under that Savings Contract.

9.6Option only exercisable once

An Option shall not be capable of being exercised more than once.

9

9.7Method of exercise

The exercise of any Option shall be effected in the form and manner prescribed by the Board and subject to the prior approval of HMRC. Unless the Board, acting fairly and reasonably, determines otherwise, any notice of exercise shall take effect only when the Company receives it, together with payment of the relevant aggregate Option Price.

9.8Restriction on use of unissued Shares or treasury Shares

No Shares may be issued or treasury Shares transferred to satisfy the exercise of any Option to the extent that such issue or transfer would cause the number of Shares allocated (as defined in Rule 8.2 (Meaning of “allocated”) and adjusted under Rule 8.3 (Post-grant events affecting numbers of “allocated” Shares)) to exceed the limit in Rule 8.1 (10 per cent. in 10 years limit) except where there is a variation of share capital of the Company which results in the number of Shares so allocated exceeding such limits solely by virtue of that variation.

9.9Allotment and transfer timetable

Within 30 days after an Option has been exercised by a Participant, the Board shall allot to him (or a nominee for him) or, if appropriate, procure the transfer to him (or a nominee for him) of the number of Shares in respect of which the Option has been exercised, provided that the Board considers that the issue or transfer of those Shares would be lawful in all relevant jurisdictions.

9.10Share rights

All Shares allotted under the Plan shall rank equally in all respects with Shares then in issue except for any rights attaching to such Shares by reference to a record date before the date of the allotment.

Where Shares are transferred under the Plan, Participants will be entitled to any rights attaching to such Shares by reference to a record date on or after the date of such transfer.

9.11Shares ceasing to satisfy Schedule 3 requirements

If at any time the Shares cease to satisfy the requirements of paragraphs 18 to 22 of Schedule 3 (Fully paid up, unrestricted, ordinary share capital):

(a)an Option may be exercised regardless of that fact (but subject to the other provisions of the Plan); and

(b)the Company shall notify HMRC as soon as practicable (which may withdraw its approval of the Plan under Schedule 3).

9.12Restriction on exercise period: participants who are subject to taxation in the USA

Regardless of any other Rule, in the case of an Option granted to a Participant who is subject to taxation in the United States of America, such Option shall be exercised (if at

10

all) by no later than 15 March in the year following the calendar year in which it first becomes exercisable in accordance with the provisions of the Plan.

10.LEAVERS AND DECEASED PARTICIPANTS

10.1Deceased Participants

If a Participant dies:

(a)before the Bonus Date then his Option may be exercised by his personal representatives during the period of 12 months after his death and, if not exercised, it shall lapse at the end of that period; or

(b)on or within 6 months after the Bonus Date then his Option may be exercised by his personal representatives during the period of 12 months after the Bonus Date and, if not exercised, it shall lapse at the end of that period.

10.2Injury, disability, redundancy, retirement and transfer out of the group

If a Participant ceases to be a director or employee of a Participating Company by reason of:

(a)injury, disability or redundancy (within the meaning of the Employment Rights Act 1996); or

(b)retirement on reaching the Specified Age or any other age at which he is bound to retire under his contract of employment;

(c)his office or employment being with a company of which the Company ceases to have Control; or

(d)the business or part of a business in which he works being transferred to a person who is not an Associated Company nor a company of which the Company has Control,

he may, subject to Rule 9.3 (Long stop date for exercise), exercise his Option during the period of 6 months after such cessation and, if not exercised it shall, subject to Rule 10.1 (Deceased Participants), lapse at the end of that period.

10.3Cessation of employment in other circumstances on or before third anniversary

If a Participant ceases to be a director or employee of a Participating Company on or before the third anniversary of the Grant Date for a reason other than one of those specified in Rule 10.1 (Deceased Participants) or Rule 10.2 (Injury, disability, redundancy, retirement and transfer out of the group) then his Option shall lapse on such cessation.

10.4Cessation of employment after third anniversary

If a Participant ceases to be a director or employee of a Participating Company after the third anniversary of the Grant Date for any reason (other than dismissal for

11

misconduct) he may, subject to Rule 9.3 (Long stop date for exercise), exercise his Option during the period of 6 months following such cessation and if not exercised it shall, subject to Rule 10.1 (Deceased Participants), lapse at the end of that period.

10.5Employment by Associated Company

If, on the Bonus Date, a Participant holds an office or employment with a company which is not a Participating Company but which is an Associated Company or a company of which the Company has Control, he may exercise his Option on and within 6 months after the Bonus Date and if not exercised it shall, subject to Rule 10.1 (Deceased Participants), lapse at the end of that period.

10.6Participant reaching Specified Age

If a Participant continues to be a director or employee of a Participating Company after the date on which he reaches the Specified Age, he may, subject to Rule 9.3 (Long stop date for exercise), exercise his Option within 6 months after reaching that age.

10.7Meaning of ceasing employment

A Participant shall not be treated for the purposes of Rule 10 (Leavers and deceased Participants) as ceasing to be a director or employee of a Participating Company until he ceases to be a director or employee of the Company, any Associated Company and any company under the Control of the Company.

11.TAKEOVERS AND OTHER CORPORATE EVENTS

11.1General offers

If any person (or any group of persons acting in concert) obtains Control of the Company as a result of making a general offer to acquire:

(a)the whole of the issued ordinary share capital of the Company (other than that which is already owned by it) which is made on a condition such that if it is satisfied the acquiring Company will have Control of the Company; or

(b)all the Shares (other than those already owned by it),

the Board shall within 7 days after becoming aware of that event notify every Participant of it and, subject to Rule 9.3 (Long stop date for exercise), Rule 10 (Leavers and deceased Participants) and Rule 11.7 (Internal reorganisations), any Option may be exercised within one month after such notification or such longer period as the Board may permit, provided such period is not later than 6 months after such person has obtained Control of the Company.

11.2Compulsory acquisition

In the event that any person becomes bound or entitled to acquire shares in the Company under sections 979 to 982 of the Companies Act 2006 the Board shall, as soon as practicable, notify every Participant of that event and, subject to Rule 9.3

12

(Long stop date for exercise), Rule 10 (Leavers and deceased Participants) and Rule 11.7 (Internal reorganisations), any Option may be exercised at any time when that person remains so bound or entitled, but to the extent that it is not exercised within that period an Option shall (regardless of any other provision of the Plan) lapse at the end of that period.

11.3Scheme of arrangement

In the event that under section 899 of the Companies Act 2006 (or other local procedure which HMRC agrees is equivalent) a court sanctions a compromise or arrangement proposed for the purposes of or in connection with a scheme for the reconstruction or amalgamation of the Company an Option may, subject to Rule 9.3 (Long stop date for exercise), Rule 10 (Leavers and deceased Participants) and Rule 11.7 (Internal reorganisations), be exercised within six months after such event, but to the extent that the Option is not exercised within that period it shall (regardless of any other provision of the Plan) lapse at the end of that period.

11.4Voluntary winding up

In the event that the Company passes a resolution for voluntary winding up the Board shall, as soon as practicable, notify every Participant of that event and, subject to Rule 9.3 (Long stop date for exercise), Rule 10 (Leavers and deceased Participants) and Rule 11.7 (Internal reorganisations), any Option may be exercised within six months after the passing of the resolution for the winding up, but to the extent that it is not exercised within that period an Option shall (regardless of any other provision of the Plan) lapse at the end of that period.

11.5Option rollover: general provisions

If any company (“the acquiring company”):

(a)obtains Control of the Company as a result of making a general offer to acquire:

(i)the whole of the issued ordinary share capital of the Company (other than that which is already owned by it) which is made on a condition such that if it is satisfied the acquiring company will have Control of the Company; or

(ii)all the Shares (other than those already owned by it); or

(b)obtains Control of the Company under a compromise or arrangement sanctioned by the court under section 899 of the Companies Act 2006 (or other local procedure which HMRC agrees is equivalent); or

(c)becomes bound or entitled to acquire shares in the Company under sections 979 to 982 of the Companies Act 2006,

any Participant may, at any time within the relevant period specified under paragraph 38(3) of Schedule 3, by agreement with the acquiring company, release any Option

13

(“the Old Option”) in consideration of the grant to him of an Option (“the New Option”) which, for the purposes of paragraph 39 of Schedule 3, is equivalent to the Old Option but relates to shares in a different company (whether the acquiring company itself or some other company falling within paragraph 18(b) or (c) of Schedule 3).

11.6Option rollover: interpretation of Rules

Where a New Option is granted under Rule 11.5 (Option rollover: general provisions) the following terms of the Plan shall, in relation to the New Option, be construed as if:

(a)except for the purposes of the definitions of “Participating Company” and “Subsidiary” in Rules 1.1 (Definitions), the expression “the Company” were defined as “a company whose shares may be acquired by the exercise of options granted under the Plan”;

(b)the Savings Contract made in connection with the Old Option had been made in connection with the New Option;

(c)the Bonus Date in relation to the New Option were the same as that in relation to the Old Option; and

(d)Rule 13.2 (Shareholder approval) were omitted.

11.7Internal reorganisations

In the event that:

(a)an offer (as referred to in Rule 11.1 (General offers)) is made or a compromise or arrangement (as referred to in Rule 11.3 (Scheme of arrangement)) is proposed which is expected to result in the Company becoming controlled by a new company (the “New Company”);

(b)at least 75% of the shares in the New Company are expected to be held by substantially the same persons who immediately before the offer or proposal was made were shareholders in the Company; and

(c)the Board and the New Company agree that this Rule should apply,

then an Option shall not become exercisable under Rule 11.1 (General offers) or Rule 11.3 (Schemes of arrangement) but may nonetheless be released in consideration for the grant of a New Option under Rule 11.5 (Option rollover: general provisions) and, if not so released, shall then automatically lapse at the end of the relevant period specified in paragraph 38(3) of Schedule 3.

14

12.ADJUSTMENT OF OPTIONS

12.1General rule

Subject to Rule 12.3 (HMRC approval), in the event of any variation of the share capital of the Company, the Board may make such adjustments as it considers appropriate under Rule 12.2 (Method of adjustment).

12.2Method of adjustment

An adjustment made under this Rule shall be to one or more of the following:

(a)the number of Shares in respect of which any Option may be exercised;

(b)subject to Rule 12.4 (Adjustment below nominal value), the Option Price; and

(c)where an Option has been exercised but no Shares have been allotted or transferred after such exercise, the number of Shares which may be so allotted or transferred and the price at which they may be acquired.

12.3HMRC approval

At a time when the Plan is approved by HMRC under Schedule 3, no adjustment under Rule 12.2 (Method of adjustment) shall be made without the prior approval of HMRC.

12.4Adjustment below nominal value

An adjustment under Rule 12.2 (Method of adjustment) may reduce the Option Price of those Options to be satisfied by the subscription of Shares to less than their nominal value, but only if and to the extent that the Board is authorised:

(a)to capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares in respect of which the Option is exercised exceeds the Option Price; and

(b)to apply that sum in paying up that amount on such Shares,

so that on the exercise of any Option in respect of which such a reduction shall have been made the Board shall capitalise that sum (if any) and apply it in paying up that amount.

13.ALTERATIONS

13.1General rule

Except as described in Rule 13.2 (Shareholder approval) and Rule 13.4 (Alterations to disadvantage of Participants), the Board may at any time alter the Plan or the terms of any Option.

If an alteration is made to a key feature (as defined in paragraph 42(2B) of Schedule 3) of the Plan at a time when the Plan is approved by HMRC under Schedule 3, the alteration will not have effect unless and until either HMRC has approved the alteration

15

or the Board resolves that the alteration shall take effect even if this causes the Plan to cease to be approved under Schedule 3 (in which circumstances, the Board shall notify HMRC as soon as practicable after resolving that the alteration shall take effect).

13.2Shareholder approval

Except as described in Rule 13.3 (Exceptions to shareholder approval), no alteration to the advantage of an individual to whom an Option has been or may be granted shall be made under Rule 13.1 (General rule) to the provisions concerning:

(a)eligibility;

(b)the individual limits on participation;

(c)the overall limits on the issue of Shares or the transfer of treasury Shares under the Plan;

(d)the basis for determining a Participant’s entitlement to, and the terms of, Shares provided under the Plan;

(e)the adjustments that may be made in the event of any variation of capital; and

(f)the terms of this Rule 13.2

without the prior approval by ordinary resolution of the members of the Company in general meeting.

13.3Exceptions to shareholder approval

Rule 13.2 (Shareholder approval) shall not apply to any minor alteration to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants, the Company, any company of which the Company has Control or any Associated Company.

13.4Alterations to disadvantage of Participants

No alteration to the material disadvantage of any Participant shall be made under Rule 13.1 (General rule) unless:

(a)the Board shall have invited every relevant Participant to indicate whether or not he approves the alteration; and

(b)the alteration is approved by a majority of those Participants who have given such an indication.

16

14.MISCELLANEOUS

14.1Employment

The rights and obligations of any individual under the terms of his office or employment with the Company, any Associated Company or any company of which the Company has Control shall not be affected by his participation in the Plan or any right which he may have to participate in it.  An individual who participates in the Plan waives any and all rights to compensation or damages in consequence of the termination of his office or employment for any reason whatsoever (and regardless of whether such termination is lawful or unlawful) insofar as those rights arise or may arise from his ceasing to have rights under or be entitled to exercise any option under the Plan as a result of such termination.  Participation in the Plan shall not confer a right to continued employment upon any individual who participates in it.  The issuing of an Invitation and the grant of an Option does not imply that any further Invitations or grants of Options will be made nor that a Participant has any right to receive such an Invitation or be granted any further Options.

14.2Disputes

In the event of any dispute or disagreement as to the interpretation of the Plan, or as to any question or right arising from or related to the Plan, the decision of the Board shall be final and binding upon all persons.

The exercise of any power or discretion by the Board shall not be open to question by any person and a Participant or former Participant shall have no rights in relation to the exercise or omission to exercise any such power or discretion.

14.3Notices

Any notice or other communication under or in connection with the Plan may be given:

(a)by personal delivery or by post, in the case of a company to its registered office, and in the case of an individual to his last known address, or, where he is a director or employee of a Participating Company or an Associated Company, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment; or

(b)in an electronic communication to their usual business address or such other address for the time being notified for that purpose to the person giving the notice; or

(c)by such other method as the Board determines.

Where any such notice or other communication is given by an Eligible Employee or a Participant to the Company, it shall be effective only on receipt by the Company.

17

14.4Third Parties

No third party has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan.

14.5Benefits not pensionable

Benefits provided under the Plan shall not be pensionable.

14.6Data Protection

Each Participant acknowledges that there will be collection, processing and transfer of his personal data for any purpose relating to the operation of the Plan.  This includes:

14.6.1providing personal data to any Participating Company, any Associated Company or any company of which the Company has Control and any third party such as trustees of any employee benefit trust, administrators of the Plan, registrars, brokers and any of their respective agents;

14.6.2processing of personal data by any such Participating Company, any Associated Company or any company of which the Company has Control or third party;

14.6.3transferring personal data to a country outside the European Economic Area (including a country which does not have data protection laws equivalent to those prevailing in the European Economic Area); and

14.6.4providing personal data to potential purchasers of the Company, the Participant’s employer or the business in which the Participant works.

14.7Governing law

The Plan and all Options shall be governed by and construed in accordance with the law of England and Wales and the Courts of England and Wales have exclusive jurisdiction to hear any dispute.

18

EX-4.3

Exhibit 4.3

LIMITED LIABILITY PARTNERSHIP

THE DIAGEO 2001 SHARE INCENTIVE PLAN

Ref:  RTT/G1535/00417

Inland Revenue:  A1347

Adopted:  5 September 2001

Approved:  3 October 2001

Amended:  17 April 2002

Amended: 20 October 2004

Amended:  7 February 2007

Amended by the shareholders of the Company: 14 October 2010

CONTENTS

Rule		Page
1.	Definitions	1
2.	Purpose Of The Plan	5
3.	Eligibility Of Individuals	5
4.	Participation On Same Terms	7
5.	Limits	7
6.	Alterations And Additions	7
7.	Miscellaneous	8
8.	Free Shares	9
9.	Partnership Shares	12
10.	Matching Shares	15
11.	Dividend Shares	17
12.	Company Reconstructions	20
13.	Rights Issues	21
	Appendix A
Free Share Agreement		22
	Appendix B
Partnership Share Agreement		24

THE DIAGEO 2001 SHARE INCENTIVE PLAN

1.DEFINITIONS

1.1In this Plan, unless the context otherwise requires:

“Accumulation Period” means in relation to Partnership Shares, a period specified by the Board not exceeding twelve months during which the Trustees accumulate a Qualifying Employee’s Partnership Share Money before purchasing Partnership Shares or repaying it to the employee;

“Acquisition Date” means:

(a)in relation to Partnership Shares, where there is no Accumulation Period, the date set by the Trustees in relation to the Award, being a date within 30 days after the last date on which the Partnership Share Money to be applied in purchasing the Partnership Shares was deducted;

(b)in relation to Partnership Shares, where there is an Accumulation Period, the date set by the Trustees in relation to the Award, being a date within 30 days after the end of the Accumulation Period which applies in relation to the Award; and

(c)in relation to Dividend Shares, the date set by the Trustees in relation to the acquisition of such Shares, being a date within 30 days after the dividend is received by them;

“Associated Company” has the same meaning as in section 416 of the Taxes Act 1988;

“Award Date” means in relation to Free Shares or Matching Shares, the date on which such Shares are awarded;

“Award” means:

(a)in relation to Free Shares and Matching Shares, the appropriation of Free Shares and Matching Shares in accordance with the Plan; and

(b)in relation to Partnership Shares, the purchase of Partnership Shares on behalf of Qualifying Employees in accordance with the Plan.

“the Board” means the board of directors of the Company or a committee appointed by them;

“Capital Receipt” has the same meaning as in paragraph 79 of the Schedule;

“Close Company” has the same meaning as in section 414 of the Taxes Act 1988;

“the Company” means Diageo plc;

“Control” has the same meaning as in Section 840 of the Taxes Act 1988;

“Dealing Day” means a day on which the Stock Exchange is open for business;

1

“the Deed” means the trust instrument intended to be made following the adoption of the Plan by the Company in connection with the Plan;

“Dividend Shares” means Shares purchased on behalf of a Participant from reinvestment of dividends under Part D of the Plan and which are subject to the Plan;

“Forfeiture Period” means the period of three years beginning with the Award Date;

“Free Share Agreement” means an agreement in the terms set out in Appendix A;

“Free Shares” means Shares awarded under Part A of the Plan which are subject to the Plan;

“Group Plan” means the Plan as established by the Company and extending to its Subsidiaries which are Participating Companies;

“Holding Period” means:

(a)in relation to Free Shares, the period specified by the Board as mentioned in Rule 8.13;

(b)in relation to Matching Shares, the period specified by the Board as mentioned in Rule 10.5; and

(c)in relation to Dividend Shares, the period of three years from the Acquisition Date;

“Initial Market Value” means the Market Value of a Share on an Award Date and, where the Share is subject to a restriction or risk of forfeiture, the Market Value shall be determined without reference to that restriction or risk;

“Market Value” means on any day:

(a)if the Shares have been admitted to the Daily Official List of the Stock Exchange, the average of the middle market quotations of a Share as derived from the Daily Official List of the Stock Exchange for the three immediately preceding Dealing Days;

(b)if the Shares have not been admitted to the Daily Official List of the Stock Exchange, 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 Plan with the Inland Revenue Shares Valuation Division on or before that day; or

(c)in relation to Shares purchased with Partnership Share Money other than by way of subscription, the actual purchase cost of the Shares provided that all the Shares are acquired on the same date as they are awarded as Partnership Shares;

(d)In relation to Matching Shares which relate to Partnership Shares which have been purchased in accordance with paragraph (c) above, the Market Value of

2

each Matching Share shall be the same as the Market Value of each Partnership Share acquired on that date(1);

“Matching Shares” means Shares awarded under Part C of the Plan and which are subject to the Plan;

“Material Interest” has the same meaning as in paragraph 15 of the Schedule;

“NICs” means National Insurance contributions;

“Participant” means an individual who has received under the Plan an Award of Free Shares, Matching Shares or Partnership Shares, or on whose behalf Dividend Shares have been acquired;

“Participating Company” means the Company and such of its Subsidiaries as have executed deeds of adherence to the Plan under clause 14 of the Deed;

“Partnership Shares” means Shares awarded under Part B of the Plan and which are subject to the Plan;

“Partnership Share Agreement” means an agreement in the terms set out in Appendix B;

“Partnership Share Money” means money deducted from a Qualifying Employee’s Salary pursuant to a Partnership Share Agreement and held by the Trustees to purchase Partnership Shares or to be returned to such a person;

“PAYE” means the requirements of Pay As You Earn as prescribed by sections 203 to 203L of the Taxes Act 1988 or regulations under section 203 of that Act;

“Performance Allowances” means the criteria for an Award of Free Shares where:

(a)whether Shares are awarded; or

(b)the number or value of Shares awarded

is conditional on performance targets being met;

“the Plan” means the Diageo 2001 Share Incentive Plan;

“Plan Shares” means:

(a)Free Shares, Matching Shares or Partnership Shares awarded to Participants;

(b)Dividend Shares acquired on behalf of Participants; and

(c)shares in relation to which paragraph 115(5) (company reconstructions: new shares) of the Schedule applies, in each case that remain subject to the Plan;

“Plan Termination Notice” means a notice issued under paragraph 120 of the Schedule;

(1)  Paragraph (d) of definition of Market Value added with effect from 17 April 2002.

3

“Profit Sharing Scheme” means a profit-sharing scheme approved by the Board of Inland Revenue under Schedule 9 of the Taxes Act 1988;

“Qualifying Company” means:

(a)a company that is a Participating Company at the end of the Qualifying Period; or

(b)a company that when the individual was employed by it was a Participating Company; or

(c)a company that when the individual was employed by it was an Associated Company of

(i)a company qualifying under paragraph (a) or (b); or

(ii)another company qualifying under paragraph 14 of the Schedule;

“Qualifying Corporate Bond” has the same meaning as in section 117 of the Taxation of Chargeable Gains Act 1992;

“Qualifying Employee” means an employee who must be invited to participate in an award in accordance with Rule 3.6 and any employee who the Company has invited in accordance with Rule 3.7;

“Qualifying Period” means:

(a)in the case of Free Shares, 18 months before the Award is made or such other period not exceeding that period as the Board may determine in relation to the Award;

(b)in the case of Partnership Shares and Matching Shares where there is an Accumulation Period, 6 months before the start of the Accumulation Period or such other period not exceeding that period as the Board may determine in relation to the Award; and

(c)in the case of Partnership Shares and Matching Shares where there is no Accumulation Period, 18 months before the deduction of Partnership Share Money relating to the Award or such other period not exceeding that period as the Board may determine in relation to the Award;

“Redundancy” has the same meaning as in the Employment Rights Act 1996;

“Relevant Employment” means employment by the Company or any Associated Company;

“Retirement Age” means age 50;

“Salary” has the same meaning as in paragraph 48 of the Schedule;

“the Schedule” means Schedule 8 to the Finance Act 2000;

4

“Shares” means ordinary shares in the capital of the Company which comply with the conditions set out in paragraph 59 of the Schedule;

“the Stock Exchange” means the London Stock Exchange plc;

“Subsidiary” means a body corporate which is a subsidiary of the Company (within the meaning of section 736 of the Companies Act 1985) and of which the Company has Control;

“Tax Year” means a year beginning on 6 April and ending on the following 5 April;

“Taxes Act” means the Income and Corporation Taxes Act 1988;

“the Trustees” means the trustees or trustee for the time being of the Deed;

“the Trust Fund” means all assets transferred to the Trustees to be held on the terms of the Deed and the assets from time to time representing such assets, including any accumulations of income;

“the Trust Period” means the period of 80 years beginning with the date of the Deed.

1.2Any reference in this Plan to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted.

1.3Words of the feminine gender shall include the masculine and vice versa and words in the singular shall include the plural and vice versa unless, in either case, the context otherwise requires or it is otherwise stated.

1.4Expressions in italics are for guidance only and do not form part of the Plan.

2.PURPOSE OF THE PLAN

The purpose of the Plan is to enable employees of Participating Companies to acquire Shares in the Company which give them a continuing stake in the Company.

3.ELIGIBILITY OF INDIVIDUALS

3.1Subject to Rule 3.4, individuals may participate in an Award only if:

3.1.1they are employees of a Participating Company;

3.1.2they have been employees of a Qualifying Company at all times during any Qualifying Period;

3.1.3they are eligible on the relevant date(s) as set out in Rule 3.5; and

3.1.4they do not fail to be eligible under either or both of Rules 3.2 or 3.3.

3.2Individuals are not eligible to participate in an Award of Shares if they have, or within the preceding twelve months have had, a Material Interest in:

3.2.1a Close Company whose Shares may be appropriated or acquired under the Plan; or

5

3.2.2a company which has Control of such a company or is a member of a consortium which owns such a company.

3.3Individuals are not eligible to participate in an Award of Free Shares in any Tax Year if in that Tax Year:

3.3.1they have been awarded shares under a Profit-Sharing Scheme established by the Company or a Connected Company, or are to be awarded such shares at the same time; or

3.3.2they have participated in (or are at the same time to participate in) another plan established by the Company or a Connected Company and approved under the Schedule, or if they would have participated in such a plan but for their failure to meet the relevant Performance Allowances.

3.4Individuals are not eligible to participate in an Award of Partnership Shares or Matching Shares in any Tax Year if in that Tax Year they have participated in (or are at the same time to participate in) another plan established by the Company or a Connected Company and approved under the Schedule, or if they would have participated in such a plan but for their failure to meet the relevant Performance Allowances.

3.5The relevant dates mentioned in Rule 3.1.3 are:

3.5.1in the case of Free Shares, the date on which the Award of such shares is made;

3.5.2in the case of Partnership Shares or Matching Shares where there is no Accumulation Period, the date on which the Partnership Share Money relating to the Award is deducted; and

3.5.3in the case of Partnership Shares or Matching Shares where there is an Accumulation Period, the date on which the Partnership Share Money relating to the Award is first deducted.

Employees who must be invited to participate in Awards

3.6Individuals shall be invited to participate in the Plan if they meet the requirements in Rule 3.1 and are chargeable to tax under Case I of Schedule E in respect of their employment.

Employees who may be invited to participate in Awards

3.7The Board may also invite any employee who meets the requirements in Rule 3.1 to participate in the Plan.

6

4.PARTICIPATION ON SAME TERMS

4.1Subject to Rule 8.11, every Qualifying Employee who is invited to participate in this Plan shall be invited to participate on the same terms and those who do participate shall do so on the same terms.

4.2The Company may make an Award of Free Shares to Qualifying Employees by reference to their remuneration, length of service or hours worked.

4.3The Company may make an Award of Free Shares to Qualifying Employees by reference to their performance as set out in Rule 8.5.

5.LIMITS

5.1No Shares shall be issued to the Trustees under the Plan in any calendar year which would, at the time they are issued, cause the aggregate of:

5.1.1the number of Shares issued under the Plan in the period of 10 calendar years ending with that year; and

5.1.2the number of Shares which shall have been or may be issued in pursuance of options granted in that period, or shall have been granted in that period otherwise than in pursuance of options, under any employees’ share scheme adopted by the Company,

to exceed such number as represents 10% of the ordinary share capital of the Company in issue at that time.

5.2Any treasury shares held by the Company which are transferred to the Trustees under the Plan shall be treated as issued for the purposes of the limit in Rule 5.1 above.

5.3No Awards shall be made after 13 October 2020.

6.ALTERATIONS AND ADDITIONS

6.1Subject to Rule 6.2, the Board may, with the Trustees’ written consent, at any time alter this Plan in any respect provided that, if such an alteration is made at a time when this Plan is approved by the Inland Revenue under the Schedule, any alteration to a “key feature” (as defined in paragraph 118(3)(a) of the Schedule) shall not have effect unless and until the written approval of the Inland Revenue has been obtained in accordance with paragraph 4 of the Schedule.

6.2No alteration to the advantage of the persons who may participate in the Plan shall be made under Rule 6.1 to the provisions concerning eligibility, the individual limits on participation, the overall limits on the issue of shares under the Plan, the basis of determining how many shares employees receive and the adjustments that may be made following a rights issue or any other variation of capital without the prior approval by ordinary resolution of the members of the Company in general meeting.

6.3Rule 6.2 shall not apply to any minor alteration to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax,

7

exchange control or regulatory treatment for Participants, the Company, the trustees or any subsidiary.

7.MISCELLANEOUS

7.1The rights and obligations of any individual under the terms of his employment with the Company or a Subsidiary shall not be affected by his participation in this Plan or any right which he may have to participate in it, and an individual who participates in it shall waive all and any rights to compensation or damages in consequence of the termination of his employment for any reason whatsoever insofar as those rights arise or may arise from his ceasing to have rights under this Plan as a result of such termination.

7.2Except where required by law, no money or money’s worth received by any individual under this Plan shall form part of his remuneration for any purpose whatsoever.

7.3In the event of any dispute or disagreement as to the interpretation of this Plan, or as to any question or right arising from or related to this Plan, the decision of the Board shall be final and binding upon all persons.

7.4Any notice or other communication under or in connection with this Plan may be given in such manner as the Board consider to be appropriate which may include communication by email or intranet or by personal delivery or by sending the same by post, in the case of a company to its registered office, and in the case of an individual to his last known address, or, where he is an employee of the Company or a Subsidiary, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his employment.

8

PART A

8.FREE SHARES

8.1Every Qualifying Employee shall enter into an agreement with the Company (a “Free Share Agreement”) in the terms of the draft in Appendix A.

8.2The Trustees, acting with the prior consent of the Board, may from time to time award Free Shares.

8.3The number of Free Shares to be awarded by the Trustees to each Qualifying Employee on an Award Date shall be determined by the Board in accordance with this Rule 8.

Maximum annual Award

8.4The Initial Market Value of the Shares awarded to a Qualifying Employee in any Tax Year shall not exceed £3,000 or such other limit as may be permitted by the Schedule from time to time.

Allocation of Free Shares by reference to performance

8.5The Board may stipulate that the number of Free Shares (if any) to be awarded to each Qualifying Employee on a given Award Date shall be determined by reference to Performance Allowances.

8.6If Performance Allowances are used, they shall apply to all Qualifying Employees.

8.7Where Performance Allowances are used:

8.7.1they shall be determined by reference to such fair and objective criteria (performance targets) relating to business results or such other objective criteria as the Board shall determine over such period as the Board shall specify; and

8.7.2performance targets shall be set for performance units of one or more employees (provided that an employee shall not be a member of more than one performance unit).

8.8Where the Board decides to use Performance Allowances it shall, as soon as reasonably practicable:

8.8.1notify each employee participating in the Award of the performance targets and measures which, under the Plan, shall be used to determine the number or value of Free Shares awarded to him; and

8.8.2notify all Qualifying Employees of any Participating Company, in general terms, of the performance targets and measures to be used to determine the number or value of Free Shares to be awarded to each Participant in the Award

9

provided that the Board may exclude from such notice any information the disclosure of which the Board reasonably considers would prejudice commercial confidentiality.

8.9The Board shall determine the number of Free Shares (if any) to be awarded to each Qualifying Employee by reference to performance using Method 1 (Rules 8.10 and 8.11) or Method 2 (Rule 8.12).  The same method shall be used for all Qualifying Employees for each Award.

Performance Allowances: method 1

8.10Subject to Rule 8.11, by this method:

8.10.1at least 20% of Free Shares awarded in any performance period shall be awarded without reference to performance;

8.10.2the remaining Free Shares shall be awarded by reference to performance; and

8.10.3the highest Award made to an individual by reference to performance in any period shall be no more than four times the highest Award to an individual without reference to performance.

8.11If this method is used:

8.11.1the Free Shares awarded without reference to performance (Rule 8.10.1) shall be awarded on the same terms as mentioned in Rule 4; and

8.11.2the Free Shares awarded by reference to performance (Rule 8.10.2) need not be allocated on the same terms as mentioned in Rule 4.

Performance Allowances: method 2

8.12By this method:

8.12.1some or all Free Shares shall be awarded by reference to performance;

8.12.2the Award of Free Shares to Qualifying Employees who are members of the same performance unit shall be made on the same terms as mentioned in Rule 4; and

8.12.3Free Shares awarded for each performance unit shall be treated as separate Awards.

Holding Period for Free Shares

8.13The Board shall, in relation to each Award Date, specify a Holding Period throughout which a Participant shall be bound by the terms of the Free Share Agreement.

8.14The Holding Period shall, in relation to each Award, be a specified period of not less than three years nor more than five years (or such other periods required by paragraph 31 of the Schedule from time to time), beginning with the Award Date and shall be the

10

same for all Participants who receive an Award at the same time.  The Holding Period shall not be increased in respect of Free Shares already awarded under the Plan.

8.15A Participant may during the Holding Period direct the Trustees:

8.15.1to accept an offer for any of his Free Shares if the acceptance or agreement shall result in a new holding being equated with those shares for the purposes of capital gains tax; or

8.15.2to accept an offer of a Qualifying Corporate Bond (whether alone or with other assets or cash or both) for his Free Shares if the offer forms part of such a general offer as is mentioned in Rule 8.15.3; or

8.15.3to accept an offer of cash, with or without other assets, for his Free Shares if the offer forms part of a general offer which is made to holders of shares of the same class as his shares, or to holders of shares in the same company and which is made in the first instance on a condition such that if it is satisfied the person making the offer shall have control of that company, within the meaning of section 416 of the Taxes Act 1988; or

8.15.4to agree to a transaction affecting his Free Shares or such of them as are of a particular class, if the transaction would be entered into pursuant to a compromise, arrangement or scheme applicable to or affecting:

(a)all of the ordinary share capital of the Company or, as the case may be, all the shares of the class in question; or

(b)all the shares, or all the shares of the class in question, which are held by a class of shareholders identified otherwise than by reference to their employment or their participation in a plan approved under the Schedule.

11

PART B

9.PARTNERSHIP SHARES

9.1The Board may at any time invite every Qualifying Employee to enter into an agreement with the Company (a “Partnership Share Agreement”) in the terms of the draft in Appendix B.

9.2Partnership Shares shall not be subject to any provision under which they may be forfeit.

Maximum amount of deductions

9.3The amount of Partnership Share Money deducted from an employee’s Salary shall not exceed £125 in any month (or such other maximum amount as may for the time being be permitted by paragraph 36(1)(a) of the Schedule).  If the Salary is not paid monthly, such limit shall be calculated proportionately.

9.4The amount of Partnership Share Money deducted from a Participant’s Salary over an Accumulation Period shall not exceed 10% (or such other maximum amount as may for the time being be permitted by paragraph 36(1)(a) of the Schedule) of the total of the payments of Salary made to the Participant over that Accumulation Period or if there is no Accumulation Period, 10% (or such other maximum amount as may for the time being be permitted by paragraph 36(1)(a) of the Schedule) of the Salary payment from which the deduction is made.

9.5Any amount deducted in excess of that allowed by Rule 9.3 or 9.4 shall be paid over to the relevant employee, subject to both deduction of income tax under PAYE and NICs, as soon as practicable.

Minimum amount of deductions

9.6The minimum amount to be deducted under the Partnership Share Agreement in any month shall be the same in relation to all Partnership Share Agreements entered into in response to invitations issued on the same occasion.  It shall not be greater than £10 (or such other minimum amount as may for the time being be permitted by paragraph 37(2) of the Schedule).

Notice of possible effect of deductions on benefit entitlement

9.7Every Partnership Share Agreement shall contain a notice under paragraph 38 of the Schedule.

Restriction imposed on number of Shares awarded

9.8The Board may specify the maximum number of Shares to be included in an Award of Partnership Shares.

12

9.9The Partnership Share Agreement shall contain an undertaking by the Company to notify each Qualifying Employee of any restriction on the number of Shares to be included in an Award.

9.10The notification in Rule 9.9 shall be given:

9.10.1if there is no Accumulation Period, before the deduction of the Partnership Share Money relating to the Award; and

9.10.2if there is an Accumulation Period, before the beginning of the Accumulation Period relating to the Award.

Plan with no Accumulation Period

9.11If there is no Accumulation Period, the Trustees shall apply Partnership Share Money to purchase Shares on behalf of the Qualifying Employee on the Acquisition Date.  The number of Shares awarded to each Participant shall be determined in accordance with the Market Value of the Shares on that date.

Plan with Accumulation Period

9.12If there is an Accumulation Period, the Trustees shall apply the Partnership Share Money to acquire Shares on behalf of the Qualifying Employee on the Acquisition Date.

9.13The number of Shares acquired on behalf of each Participant shall be determined by reference to the lower of:

9.13.1the Market Value of the Shares at the beginning of the Accumulation Period; and

9.13.2the Market Value of the Shares on the Acquisition Date.

9.14If a transaction occurs during an Accumulation Period which results in a new holding of shares being equated for the purposes of capital gains tax with any of the Shares to be acquired under the Partnership Share Agreement, the Participant may agree that the Partnership Share Agreement shall have effect after the time of that transaction as if it were an agreement for the purchase of shares comprised in the new holding.

Surplus Partnership Share Money

9.15Any surplus Partnership Share Money remaining after the purchase of Shares by the Trustees:

9.15.1may, with the agreement of the Participant, be carried forward to the next deduction (where there is no Accumulation Period) or to the next Accumulation Period (where there is an Accumulation Period); and

9.15.2in any other case, shall be paid over to the Participant, subject to both deduction of income tax under PAYE and NICs, as soon as practicable.

13

Scaling down

9.16If the Company receives applications for Partnership Shares exceeding the Award maximum determined in accordance with Rule 9.8 then the following steps shall be taken in sequence until the excess is eliminated.

Step 1.the excess of the monthly deduction chosen by each applicant over the amount specified in accordance with Rule 9.6 shall be reduced pro rata;

Step 2.all monthly deductions shall be reduced to the amount specified in accordance with Rule 9.6;

Step 3.applications shall be selected by lot, each based on a monthly deduction of the amount specified in accordance with Rule 9.6.

Each application shall be deemed to have been modified or withdrawn in accordance with the foregoing provisions, and each employee who has applied for Partnership Shares shall be notified of the change.

Withdrawal from Partnership Share Agreement

9.17An employee may withdraw from a Partnership Share Agreement at any time by notice in writing to the Company.  Unless a later date is specified in the notice, such a notice shall take effect 30 days after the Company receives it.  Any Partnership Share Money then held on behalf of an employee shall be paid over to that employee as soon as practicable.  This payment shall be subject to income tax under PAYE and NICs.

Repayment of Partnership Share Money on withdrawal of approval or Termination

9.18If approval to the Plan is withdrawn or a Plan Termination Notice is issued in respect of the Plan, any Partnership Share Money held on behalf of employees shall be repaid to them as soon as practicable, subject to deduction of income tax under PAYE, and NICs.

14

PART C

10.MATCHING SHARES

10.1The Partnership Share Agreement sets out the basis on which a Participant is entitled to Matching Shares in accordance with this Part C of the Plan.

General requirements for Matching Shares

10.2Matching Shares shall:

10.2.1be Shares of the same class and carrying the same rights as the Partnership Shares to which they relate;

10.2.2subject to Rule 10.4, be awarded on the same day as the Partnership Shares to which they relate are acquired on behalf of the Participant; and

10.2.3be awarded to all Participants on exactly the same basis.

Ratio of Matching Shares to Partnership Shares

10.3The Partnership Share Agreement shall specify the ratio of Matching Shares to Partnership Shares for the time being offered by the Company and that ratio shall not exceed 2:1.  The Board may vary the ratio before Partnership Shares are acquired.  Employees shall be notified of the terms of any such variation before the Partnership Shares are awarded under the Partnership Share Agreement.

10.4If the Partnership Shares on the day on which they are awarded under the Partnership Share Agreement are not sufficient to produce a Matching Share, the match shall be made when sufficient Partnership Shares have been acquired to allow at least one Matching Share to be appropriated.

Holding Period for Matching Shares

10.5The Board shall, in relation to each Award Date, specify a Holding Period throughout which a Participant shall be bound by the terms of the Partnership Share Agreement.

10.6The Holding Period shall, in relation to each Award, be a specified period of not less than three years nor more than five years (or such other periods required by paragraph 31 of the Schedule from time to time), beginning with the Award Date and shall be the same for all Participants who receive an Award at the same time.  The Holding Period shall not be increased in respect of Matching Shares awarded under the Plan.

10.7A Participant may during the Holding Period direct the Trustees:

10.7.1to accept an offer for any of his Matching Shares if the acceptance or agreement shall result in a new holding being equated with those original Shares for the purposes of capital gains tax; or

15

10.7.2to accept an offer of a Qualifying Corporate Bond (whether alone or with other assets or cash or both) for his Matching Shares if the offer forms part of such a general offer as is mentioned in paragraph 10.7.3; or

10.7.3to accept an offer of cash, with or without other assets, for his Matching Shares if the offer forms part of a general offer which is made to holders of shares of the same class as his Shares or to the holders of shares in the same company, and which is made in the first instance on a condition such that if it is satisfied the person making the offer shall have control of that company, within the meaning of section 416 of the Taxes Act 1988; or

10.7.4to agree to a transaction affecting his Matching Shares or such of them as are of a particular class, if the transaction would be entered into pursuant to a compromise, arrangement or scheme applicable to or affecting;

(a)all of the ordinary share capital of the Company or, as the case may be, all the shares of the class in question; or

(b)all the shares, or all the shares of the class in question, which are held by a class of shareholders identified otherwise than by reference to their employment or their participation in a plan approved under the Schedule.

10.8Matching Shares shall be forfeited by a Participant and shall thereupon be held by the Trustees subject to the Plan available for future awards of Free Shares or Matching Shares for other eligible individuals if:

(i)the Participant withdraws the Partnership Shares in respect of which the Matching Shares were awarded from the Plan in the Forfeiture Period; or

(ii)the Participant ceases to be in Relevant Employment at any time in the Forfeiture Period other than

(a)because of injury or disability;

(b)on being dismissed by reason of redundancy;

(c)by reason of a transfer to which the Transfer of Undertaking (Prohibition of Employment) Regulations 1981 apply;

(d)by reason of a change in control or other circumstances ending the Associated Company status of the company by which he is employed;

(e)by reason of retirement on or after he reaches Retirement Age; or

(f)on his death.

16

PART D

11.DIVIDEND SHARES

Reinvestment of cash dividends

11.1The Free Share Agreement or Partnership Share Agreement, as appropriate, shall set out the rights and obligations of Participants receiving Dividend Shares under the Plan.

11.2The Board may direct that any cash dividend in respect of Plan Shares held on behalf of Participants may be applied in acquiring further Plan Shares on their behalf.

11.3Dividend Shares shall be Shares:

11.3.1of the same class and carrying the same rights as the Shares in respect of which the dividend is paid; and

11.3.2which are not subject to any provision for forfeiture.

11.4The Board may decide to:

11.4.1apply all Participants’ dividends, up to the limit specified in Rule 11.6, to acquire Dividend Shares;

11.4.2to pay all dividends in cash to all Participants; or

11.4.3to offer Participants the choice of either 11.4.1 or 11.4.2.

11.5The Board may revoke any direction for reinvestment of cash dividends.

11.6The amount applied by the Trustees in acquiring Dividend Shares shall not exceed £1,500 in each Tax Year (or such other limit specified from time to time in paragraph 54(1) of the Schedule).  For the purposes of this Rule 11, the Dividend Shares are those acquired under this Plan and those acquired under any other plan approved under the Schedule.  In exercising their powers in relation to the acquisition of Dividend Shares the Trustees must treat Participants fairly and equally.

11.7If the amounts received by the Trustees exceed the limit in Rule 11.6, the balance shall be paid to the participant as soon as practicable.

11.8The Trustees shall apply all the cash dividend to purchase Shares on behalf of the Participant on the Acquisition Date.  The number of Dividend Shares purchased on behalf of each Participant shall be determined by the Market Value of the Shares on the Acquisition Date.

Certain amounts not reinvested to be carried forward

11.9Subject to Rule 11.7, any amount that is not reinvested:

11.9.1because the amount of the cash dividend is insufficient to acquire a Share; or

11.9.2because there is an amount remaining after acquiring the Dividend Shares;

17

may be retained by the Trustees and carried forward to be added to the amount of the next cash dividend to be reinvested.

11.10If, during the period of three years beginning with the date on which the dividend was paid:

11.10.1it is not reinvested; or

11.10.2the Participant ceases to be in Relevant Employment; or

11.10.3a Plan Termination Notice is issued

the amount shall be repaid to the Participant as soon as practicable.  On making such a payment, the Participant shall be provided with the information specified in section 234A(4) to (11) of the Taxes Act 1988 (information relating to distributions to be provided by nominee) as if it were a payment to which sub-section 4(b) of that section applies.

Holding Period for Dividend Shares

11.11The Holding Period shall be a period of three years, beginning with the Acquisition Date.

11.12A Participant may during the Holding Period direct the Trustees:

11.12.1to accept an offer for any of his Dividend Shares if the acceptance or agreement shall result in a new holding being equated with those shares for the purposes of capital gains tax; or

11.12.2to accept an offer of a Qualifying Corporate Bond (whether alone or with other assets or cash or both) for his Dividend Shares if the offer forms part of such a general offer as is mentioned in paragraph 11.12.3; or

11.12.3to accept an offer of cash, with our without other assets, for his Dividend Shares if the offer forms part of a general offer which is made to holders of shares of the same class as his shares or to holders of shares in the same company, and which is made in the first instance on a condition such that if it is satisfied the person making the offer shall have control of that company, within the meaning of section 416 of the Taxes Act 1988; or

11.12.4to agree to a transaction affecting his Dividend Shares or such of them as are of a particular class, if the transaction would be entered into pursuant to a compromise, arrangement or scheme applicable to or affecting;

(a)all of the ordinary share capital of the Company or, as the case may be, all the shares of the class in question; or

(b)all the shares, or all the shares of the class in question, which are held by a class of shareholders identified otherwise than by reference to their employment or their participation in a plan approved under the Schedule.

18

11.13Where a Participant is charged to tax in the event of their Dividend Shares ceasing to be subject to the Plan, they shall be provided with the information specified in section 234A(4) to (11) of the Taxes Act 1988 (information relating to distributions to be provided by nominee) as if it were a payment to which sub-section 4(b) of that section applies.

19

PART E

12.COMPANY RECONSTRUCTIONS

12.1The following provisions of this Rule 12 apply if there occurs in relation to any of a Participant’s Plan Shares (referred to in this Rule 12 as “the Original Holding”):

12.1.1a transaction which results in a new holding (referred to in this Rule 12 as “the New Holding”) being equated with the Original Holding for the purposes of capital gains tax; or

12.1.2a transaction which would have that result but for the fact that what would be the new holding consists of or includes a Qualifying Corporate Bond.

12.2If an issue of shares of any of the following description (in respect of which a charge to income tax arises) is made as part of a company reconstruction, those shares shall be treated for the purposes of this Rule as not forming part of the New Holding:

12.2.1redeemable shares or securities issued as mentioned in section 209(2)(c) of the Taxes Act 1988;

12.2.2share capital issued in circumstances such that section 210(1) of the Taxes Act 1988 applies; or

12.2.3share capital to which section 249 of the Taxes Act 1988 applies.

12.3In this Rule 12:

“Corresponding Shares” in relation to any New Shares, means the Shares in respect of which the New Shares are issued or which the New Shares otherwise represent;

“New Shares” means shares comprised in the New Holding which were issued in respect of, or otherwise represent, shares comprised in the Original Holding.

12.4Subject to the following provisions of this Rule 12, references in this Plan to a Participant’s Plan Shares shall be respectively construed, after the time of the company reconstruction, as being or, as the case may be, as including references to any New Shares.

12.5For the purposes of the Plan:

12.5.1a company reconstruction shall be treated as not involving a disposal of Shares comprised in the Original Holding; and

12.5.2the date on which any New Shares are to be treated as having been appropriated to or acquired on behalf of the Participant shall be that on which Corresponding Shares were so appropriated or acquired.

12.6In the context of a New Holding, any reference in this Rule 12 to shares includes securities and rights of any description which form part of the New Holding for the purposes of Chapter II of Part IV of the Taxation of Chargeable Gains Act 1992.

20

13.RIGHTS ISSUES

13.1Any shares or securities allotted under clause 10 of the Deed shall be treated as Plan Shares identical to the shares in respect of which the rights were conferred.  They shall be treated as if they were awarded to or acquired on behalf of the Participant under the Plan in the same way and at the same time as those shares.

13.2Rule 12.1 does not apply:

13.2.1to shares and securities allotted as the result of taking up a rights issue where the funds to exercise those rights were obtained otherwise than by virtue of the Trustees disposing of rights in accordance with this rule; or

13.2.2where the rights to a share issue attributed to Plan Shares are different from the rights attributed to other ordinary shares of the company.

CLIFFORD CHANCE LLP

200 Aldersgate Street

London

EC1A 4JJ

21

APPENDIX A

The Diageo 2001 Share Incentive Plan (“the Plan”): Free Share Agreement

PLEASE USE BLOCK CAPITALS AND READ THE WHOLE OF THE AGREEMENT BEFORE SIGNING BELOW

This agreement is between:

Participant (“the Participant)

Name:

Home Address:

Payroll Number:

Company (“the Company”)

Name: Diageo plc

Registered Address: 8 Henrietta Place, London, W1G 0NB

Registered Number: 23307

This agreement sets out the terms on which the Participant agrees to take part under the terms of the Plan and is subject to the rules of the Plan.

The definitions in the Plan Rules apply to this agreement:

PARTICIPANT

1.I agree to accept the Free Shares in Diageo plc awarded to me under the Plan.

2.I agree to leave the Free Shares in the hands of the Trustees, and not to assign, charge or otherwise dispose of my beneficial interest in the shares for the whole of the Holding Period of [insert time - not less than 3 and not more than 5 years].

3.I have read this agreement and agree to be bound by it and by the rules of the Plan.

COMPANY

4.The Company agrees to arrange for shares in Diageo plc to be awarded and bought for me, according to the rules of the Plan.

5.[Insert the terms (or a cross reference to an explanation of the terms) on which the Free Shares will be awarded].

Signature: Date: / /

22

Rights and Obligations

6.I agree that taking part in the Plan does not affect my rights, entitlements and obligations under my contract of employment, and does not give me any rights or additional rights to compensation or damages if my employment ceases.

7.I may ask the Trustees for my Free Shares at any time after the end of the Holding Period, but I may have to pay income tax and National Insurance Contributions when they are taken out of the Plan.

8.I agree to allow the Trustees to sell some or all of my shares to pay any income tax and National Insurance Contributions in respect of my shares ceasing to be subject to the Plan, unless I provide them in advance with sufficient funds to pay these amounts.

9.If there is a rights issue, I agree to allow the Trustees to sell some of the rights attached to my shares in the Plan, in order to fund the exercise of the rights attached to other shares held by me in the Plan.

10.I can at any time withdraw from this agreement, by writing to my employer.

11.I agree that withdrawal from this agreement will not affect the terms on which I agreed to accept any shares that have already been awarded to or bought for me under the terms of the Plan.

12.I understand that my obligations during the Holding Period will end:

(a)if I cease to be in Relevant Employment;

(b)if the Company terminates the Plan in accordance with Clause 21 of the Deed and I have consented to the transfer of the Shares to me.

13.I understand that my obligations under the Holding Period are subject to:

(a)the right of the Trustees to sell my shares to meet PAYE obligations;

(b)the Trustees accepting at my direction an offer for my shares in accordance with the Plan.

23

APPENDIX B

The Diageo 2001 Share Incentive Plan (“the Plan”): Partnership Share Agreement

PLEASE USE BLOCK CAPITALS AND READ THE WHOLE OF THE AGREEMENT BEFORE SIGNING BELOW

This agreement is between:

Participant (“the Participant)

Name:

Home Address:

Payroll Number:

Company (“the Company”)

Name: Diageo plc

Registered Address: 8 Henrietta Place, London, W1G 0NB

Registered Number: 23307

Trustees (“the Trustees”)

Name:

Registered Address [if any]:

This agreement sets out the terms on which the Participant agrees to buy shares under the terms of the Plan and is subject to the rules of the Plan.  The definitions in the Plan Rules apply to this agreement:

NOTICE TO PARTICIPANT ABOUT POSSIBLE EFFECT ON BENEFITS

Deductions from your pay to buy Partnership Shares under this agreement may affect your entitlement to or the level of, some contributory social security benefits, statutory maternity pay and statutory sick pay.

They may also have a similar effect in respect of some contributory social security benefit paid to your wife or husband.

With this agreement you should have been given information on the effect of deductions from your pay to buy Partnership Shares on entitlement to social security benefits, statutory sick pay and statutory maternity pay.  The effect is particularly significant if your earnings are brought below the lower earnings limit for National Insurance purposes, and is explained in the information: it is therefore important that you read it.  If you have not been given a copy, ask your employer for it.  Otherwise a copy may be obtained from any office of the Inland Revenue, the Department of Social Security, or, in Northern Ireland, the Department for Social Development.  You should take the information you have been given into account in deciding whether to buy Partnership Shares.

24

PARTICIPANT £ *

1.I agree to allow my employer to deduct the following amount per [insert period] from my Salary:

2.I agree that these deductions will be used to buy Partnership Shares in Diageo plc for me.

3.I agree to accept Matching Shares in Diageo plc awarded to me under the Plan and leave them in the hands of the Trustees, and not to assign, charge or otherwise dispose of my beneficial interest in the shares for the whole of the Holding Period of three years.

4.I understand that shares may fall in value as well as rise.

5.I have read this agreement and agree to be bound by it and by the rules of the Plan.

COMPANY

6.The Company agrees to arrange for shares in Diageo plc to be bought for me, according to the rules of the Plan.

7.The Company agrees to provide [insert number] Matching Share(s) for every [insert number] Partnership Share(s).

8.The Company undertakes to notify me of any restriction on the number of Partnership Shares available in the (or each) Award.

TRUSTEES

9.The Trustees agree to keep my Salary deductions in [insert name of bank/building society] until they are used to buy shares in Diageo plc for me.

Signature: Date: / /

*Insert amount between [ ] and [ ] [per month] and not more than 10% of salary.

Rights and Obligations

1.I agree that taking part in the Plan does not affect my rights, entitlements and obligations under my contract of employment, and does not give me any rights or additional rights to compensation or damages if my employment ceases.

2.I may stop the deductions at any time, or begin them again, by writing to my employer, but I may not make up any amounts missed when deductions were stopped.

3.I agree that the deductions from my salary, or the number of shares that I receive may be scaled down if the limit on the number of shares set by the Company for this Award is exceeded.

4.I may ask the Trustees for my Partnership Shares at any time, but I may have to pay income tax and National Insurance Contributions when they are taken out of the Plan.

5.I agree to allow the Trustees to sell some or all of my shares to pay any income tax and National Insurance Contributions in respect of my shares ceasing to be subject to the Plan, unless I provide them in advance with sufficient funds to pay these amounts.

25

6.I agree that any deductions not used to buy shares will at the discretion of the Trustees be repaid to me after the deduction of any necessary income tax and/or National Insurance Contributions, or will be carried forward and added to the next deduction.  I further agree that if I cease to be in Relevant Employment and the total deductions held in the Plan which have not been used to buy shares equal 50 pence or less that amount shall be paid on my behalf to the Trustee and the Trustee shall give the deductions to a charity chosen at the discretion of the Trustee but if the total of such deductions exceeds 50 pence the money shall be returned to me.

7.If there is a rights issue, I agree to allow the Trustees to sell some of the rights attached to my shares in the Plan, in order to fund the exercise of the rights attached to other shares held by me in the Plan.

8.I can at any time withdraw from this agreement by writing to my employer.  Any unused deductions will be returned to me after the deduction of any necessary income tax and/or National Insurance Contributions.

9.I agree that withdrawal from this agreement will not affect the terms on which I agreed to buy shares already held for me under the Plan.

Matching Shares

10.The ratio of Matching Shares to Partnership Shares is 1 Matching Share for every 2 Partnership Shares and may be varied by the Company.

11.If the ratio varies, the Company will notify me before the Partnership Shares are bought for me.

12.I will lose my Matching Shares if:

·I cease to be in Relevant Employment, or

·I withdraw the Partnership Shares in respect of which the Matching Shares were awarded

within 3 years from the date of the Award, unless the employment ceases for one of the following reasons -

(a)injury or disability

(b)redundancy

(c)transfer of employment to which the Transfer of Undertaking (Protection of Employment) Regulations 1981 apply

(d)change of control or other circumstances ending the Associated Company status of the company by which I am employed

(e)retirement on or after reaching Retirement Age

(f)death.

Partnership Share Money held by Trustees

13.The Trustees are under no obligation to keep the deductions in an interest-bearing account, but if they do, they will pay the interest to me.

Holding Period: Matching Shares

14.I understand that my obligations during the Holding Period will end:

(a)if I cease to be in Relevant Employment, and this may lead to forfeiture of the Matching Shares;

(b)if the Company terminates the Plan in accordance with Clause 21 of the Deed and I have consented to the transfer of the Shares to me.

15.I understand that my obligations under the Holding Period are subject to:

(a)the right of the Trustees to sell my shares to meet PAYE obligations;

(b)the Trustees accepting at my direction an offer for my shares in accordance with the Plan.

26

EX-4.4

Exhibit 4.4

Dated 14 October 2009

RULES OF THE DIAGEO PLC 2009
INTERNATIONAL SHARE MATCH PLAN

Shareholder authority: 14 October 2009

Directors’ adoption: 26 August 2009

Expiry date: 13 October 2019

Linklaters LLP

One Silk Street

London EC2Y 8HQ

Telephone (+44) 20 7456 2000

Facsimile (+44) 20 7456 2222

Ref C Peake

Diageo plc 2009 International Share Match Plan

Introduction

Under the Diageo plc 2009 International Share Match Plan, employees may be invited to contribute post-tax sums from their annual bonus, salary or personal resources, to be invested in Diageo plc shares (investment shares).  Provided that participants continue to hold these shares for a retention period, usually of three years, they will be awarded additional shares at the end of the period (Matching Award).

1Meanings of words used

In these Rules:

“Appropriation Day” means the date set by the Directors under rule 3.3;

“Company” means Diageo plc;

“Contribution” means an amount contributed by a Qualifying Employee as described in rule 3.3;

“Control” has the meaning given to it by Section 995 of the Income Tax Act 2007;

“Directors” means the board of directors of the Company or a duly authorised person or group of persons;

“Group” means the Company and:

(i)any subsidiary of the Company within the meaning of Section 1159 of the Companies Act 2006; and

(ii)any other company which the Directors designate as a member of the Group for some or all purposes under the Plan;

“Investment Share” means a Share acquired on behalf of a Qualifying Employee under rule 5;

“Matching Award” means a right to a acquire Shares at the end of the Retention Period in accordance with the provisions of rule 6;

“Matching Share Ratio” means the ratio between the number of Shares subject to a Matching Award granted to a Qualifying Employee and the number of Investment Shares acquired on his behalf;

“The London Stock Exchange” means the London Stock Exchange plc;

“Participant” means any person (including any person acquiring his beneficial interest in any Shares by operation of law) on behalf of whom Investment Shares have been acquired or to whom a Matching Award has been granted;

“Plan” means this plan known as “The Diageo plc 2009 International Share Match Plan” the provisions of which are set out in these Rules;

“Qualifying Employee” means any person who, on a date or dates determined by the Directors:

1

(i)is an employee (including an executive director) of a member of the Group which the Directors decide will participate who:

(a)has such qualifying period (if any) of continuous service or has been employed at such time as the Directors may determine;

(b)is not under notice of termination of employment either received or given unless the Directors decide otherwise; and

(c)in respect of all employees or employees in a particular territory satisfies any other specified conditions, or

(ii)is an employee (including an executive director) of a member of the Group and is nominated by the Directors (or is nominated as a member of a category of such employees).

“Retention Period” means the period of three years starting with the Appropriation Day, or such other period starting on the Appropriation Day that the Directors determine in their discretion;

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

“Shares” means, subject to rule 11, fully paid ordinary shares in the capital of the Company or depository receipts representing such Shares;

“Takeover” has the meaning given to that term by rule 9.

2Special schedules

The Rules of the Plan are subject, in the case of each Participant, to any special schedules adopted by the Directors which may be appropriate to the jurisdiction in which he is employed or any tax regime to which he may be subject on the Appropriation Day or subsequently, as specified in the schedule, or such other provisions as the Directors will notify him will apply.

3Operation of the Plan

3.1Frequency of operation

The Directors may operate the Plan at such times as they consider appropriate.

3.2Time of operation

Matching Awards will only be granted within 42 days starting on any of the following:

3.2.1the day on which the Company’s shareholders approve the Plan;

3.2.2the day after the announcement of the Company’s results through a regulatory information service for any period;

3.2.3any day on which the Directors resolve that exceptional circumstances have existed or do exist which justify an operation of the Plan at a different time to that set out in this rule 3.2; and

or, if any restriction imposed by statute, order, regulation or Government directive, or by any code adopted by the Company based on the Model Code of the London Stock Exchange prevents the grant or acquisition during the periods specified above, then within 42 days of the date on which the restriction no longer applies.

2

3.3Things to be determined on operation of the plan

When the Directors resolve to operate the Plan, they will determine:

3.3.1the Appropriation Day (which shall be after the last date for the return of application forms)

3.3.2the maximum and minimum Contribution, provided that:

(i)the maximum annual Contribution may not exceed £10,000, or the equivalent in local currency; and

(ii)the minimum annual Contribution will not normally be less than £100, or the equivalent in local currency;

3.3.3the method or methods by which Qualifying Employees can provide the Contributions, which may include:

(i)agreeing to invest a post-tax bonus earned by the Qualifying Employees;

(ii)paying money to any other person nominated by the Directors for the purpose, in such manner and at such time or times as may be determined by the Directors; and/or

(iii)at the discretion of the Directors, deductions from salary; and

3.3.4the Matching Share Ratio, which may be between one Share subject to a Matching Award for ten Investment Shares and one Share subject to a Matching Award for two Investment Shares inclusive.

4Invitation and application

4.1Invitation to participate

4.1.1Subject to rule 4.3, the Directors may invite any Qualifying Employee selected by them to participate in the Plan but substantially all employees of the Company or any member of the Group whose employees are Qualifying Employees must be invited on similar terms.

4.1.2The invitation will be accompanied by details of the application procedure and such other documents, if any, as the Directors decide. All documents will be in a form determined by the Directors on their absolute discretion, and may be in electronic format.

4.1.3The invitation documents will specify matters referred to in rule 3.3.

4.2Agreement to be bound by rules

By applying to participate in the Plan, a Qualifying Employee will be deemed to have agreed:

4.2.1to make Contributions on the basis specified;

4.2.2to the purchase and holding of Investment Shares on his behalf in the manner specified in the rules (as varied by the invitation documents);

4.2.3to do all such further things as may be required to facilitate the operation of the Plan in accordance with the rules and invitation documents including, without

3

limitation, such things as may be necessary to enable the Company to determine at any time whether or not rule 6.2 applies.

4.3Limit on issue of new Shares

4.3.1The number of Shares committed to be issued under the Plan on any day will not exceed 10 per cent of the ordinary share capital of the Company in issue immediately before that day, when added to the total number of Shares which have been issued or committed to be issued in the previous 10 years under the Plan and any other employee share plan operated by the Company.

4.3.2In determining the above limits no account shall be taken of any Shares where the right to acquire Shares was released or lapsed.

5Investment Shares

5.1Acquisition and holding of Investment Shares

Subject to rule 8.1.1, as soon as reasonably practicable after the date specified in the invitation documents for applying to participate in the Plan, the Company will procure that each Qualifying Employee’s Contributions are applied in the acquisition of Shares on behalf of the Qualifying Employee (including an allocation of Shares already held) in accordance with the following rules:

5.1.1Investment Shares will only be acquired on behalf of a Qualifying Employee who has duly complied with the application procedure and made Contributions as required by the invitation documents.

5.1.2Where Shares are acquired using Qualifying Employees’ Contributions at more than one price, the number of Shares acquired for or on behalf of each Qualifying Employee may be based on the average price of acquisition.

5.1.3Shares which have been acquired (for example, by an employee trust) before the receipt of Contributions may be allocated to a Qualifying Employee as Investment Shares in consideration of his Contributions. Where this happens, the number of Investment Shares allocated will be the Qualifying Employee’s Contribution divided by

(i)the average of the middle market quotations of a Share as derived from the London Stock Exchange Daily Official List on the three days preceding the date of allocation, rounded down to the nearest whole Share; or

(ii)such other price as the Directors determine.

5.1.4Where Investment Shares are subscribed, they will be subscribed at no more than and no less than

(i)the average of the middle market quotations of a Share as derived from the London Stock Exchange Daily Official List on the three days preceding the date of subscription; or

(ii)such other price as the Directors determine.

5.1.5The Directors may require the Qualifying Employee to surrender documents of title in relation to the Investment Shares or may arrange for them to be held by another

4

person on his behalf on the terms of the Plan and otherwise on such terms as the Directors may set.

5.1.6Any Contributions which cannot be used to acquire a whole Share will be returned to the Qualifying Employee if they are more than £5.00 and given to a charity selected by the Directors if they are less, unless the Directors decide otherwise.

5.2Notification of appropriation

After Investment Shares are acquired on behalf of a Participant, he will be notified of:

5.2.1the number and description of the Investment Shares;

5.2.2the price at which they were acquired or treated as having been acquired; and

5.2.3the date on which they were acquired or allocated to him.

This notification will be in such format as the Directors decide, including electronic format.

5.3Dividends on Investment Shares

Unless the Directors decide otherwise, all dividends or other cash distributions payable in respect of Investment Shares, by reference to a record date after the date of acquisition or allocation will be used to acquire additional Shares on behalf of the Participant, which will be held on the same terms as the underlying Investment Shares. Where the Directors determine that dividends will not be reinvested, they will be paid in cash to the Participant.

5.4Voting

If Investment Shares are held in the Participant’s name, the Participant may vote in respect of the Investment Shares. If they are not, the Directors may make arrangements for the Participant to be given the opportunity to direct the holder as to how to vote on such terms as they may decide.

6Matching Award

6.1Grant of Matching Award

As soon as reasonably practicable after the Appropriation Day, the Company will grant a Matching Award to each Participant. The number of Shares subject to it will be the number of Investment Shares acquired by him or on his behalf multiplied by the Matching Share Ratio (rounded down to the nearest whole Share).

6.2Lapse on sale of Investment Shares

If the Participant transfers, assigns or otherwise disposes of any Investment Shares during the Retention Period, the corresponding Matching Award will immediately lapse as to the same proportion of the Shares subject to it as the proportion of the Investment Shares which have been transferred, assigned or disposed of.

This will not apply to:

6.2.1a disposal of Investment Shares (or an undertaking to dispose of them) on a Takeover;

6.2.2the sale of sufficient entitlements nil-paid in relation to a Investment Share to take up the balance of the entitlements under a rights issue;

5

6.2.3a disposal which is required to meet any liability to tax or social security contributions in respect of Investment Shares or the corresponding Matching Award; or

6.2.4the transfer of Investment Shares to a person’s personal representatives following his death.

No consideration is payable for the grant of a Matching Award. A Participant must not transfer, assign or otherwise dispose of a Matching Award or any rights in respect of it during the Retention Period. If he does so, whether voluntarily or involuntarily, the Matching Award will lapse. This will not apply to the transfer of a Matching Award to a person’s personal representatives following his death.

7End of the Retention Period

7.1Matching Award

As soon as reasonably practicable after the end of the Retention Period, the Company will procure that the number of Shares subject to the Participant’s Matching Award is issued or transferred to him.

The Directors may decide, at any time, to satisfy a Matching Award by paying to the Participant an amount equal to the market value of the Shares subject to his Matching Award on the last day of the Retention Period. If they do so, no Shares will be issued or transferred.

7.2Investment Shares

At the end of the Retention Period, a Participant’s Investment Shares will cease to be subject to the restrictions set out in these rules and, if they are not held in the name of the Participant, may be transferred to him (or to his order) at the Company’s or the Participant’s direction.

8Leavers

8.1General rule on leaving employment

8.1.1If a Qualifying Employee ceases to be an employee or director of a member of the Group before the Appropriation Day:

(i)no Matching Award will be granted to him;

(ii)no Investment Shares will be acquired on his behalf or, if any have already been acquired, the Retention Period will be deemed to end on the date of cessation in relation to his Investment Shares and rule 7 will apply; and

(iii)any Contributions made and not used to acquire Investment Shares will be returned to him (without interest).

8.1.2If a Participant ceases to be an employee or director of a member of the Group on or after the Appropriation Day, the Retention Period will be treated as ending on the date of cessation in relation to his Investment Shares. Unless rule 8.2 applies, his Matching Award will lapse.

8.2Good leavers

If a Participant ceases to be an employee or director of a member of the Group on or after the Appropriation Day for any of the reasons set out below, then the Retention Period will

6

be deemed to end on the date of cessation in relation to his Investment Shares and his Matching Award and rule 7 will apply. The reasons are:

8.2.1injury or disability;

8.2.2redundancy;

8.2.3a transfer of the undertaking, or the part of the undertaking, in which the Participant works to a person which is not a member of the Group;

8.2.4the Participant’s employing company ceasing to be a member of the Group;

8.2.5retirement with the agreement of the Participant’s employer; and

8.2.6the Participant’s death.

8.3Meaning of “member of the Group”

For the purposes of this rule 8, a person will only cease to be an employee or a director of a member of the Group when he is no longer an employee or director of any member of the Group.

9Takeovers and other corporate events

9.1Takeovers

If there is a Takeover, the Retention Period will be deemed to end on the date of the Takeover in relation to Investment Shares and Matching Awards and rule 7 will apply.

Alternatively, the Directors may decide that rule 9.5 (exchange of Investment Shares and Matching Award) will apply to some or all Participants or may allow the Participant to choose whether or not rule 9.5 will apply to him.

There is a “Takeover” if:

9.1.1a person (or a group of persons acting in concert) obtains Control of the Company as a result of making an offer to acquire Shares; or

9.1.2a court sanctions a compromise or arrangement under section 895 of the Companies Act 2006 in connection with the acquisition of Shares.

The ‘Directors’ for the purposes of this rule 9.1, will be those people who were the Directors immediately before the Takeover.

In the event that a Takeover, as described above, is proposed and such Takeover is expected to result in the Company becoming controlled by a new company (the “New Company”), if:

(a)at least 75% of the shares in the New Company will be held by substantially the same persons who immediately before the Takeover was proposed were shareholders in the Company; and

(b)the Directors and the New Company agree that this rule should apply,

then the Retention Period will not be deemed to end on the Takeover, but instead rule 9.5 will apply to all Participants.

9.2Rights issues and changes in share capital

If there is:

7

9.2.1a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital;

9.2.2a demerger (in whatever form) or exempt distribution by virtue of Section 213 of the Income and Corporation Taxes Act 1988;

9.2.3a special dividend or distribution, or

9.2.4any other corporate event which might affect the current or future value of any Award,

the Directors may adjust the number or class of Shares or the identity of the securities subject to a Matching Award in such manner as they see fit.

Any securities which the Participant receives in respect of his Investment Shares as a result of an event described above will, unless the Directors decide otherwise, also be treated as Investment Shares and the restrictions in the rules will apply accordingly. This will not apply to any Shares which a Participant acquires on a rights issue to the extent that they exceed the number he would have acquired on a sale of sufficient rights under the rights issued nil-paid to take up the balance of the rights.

9.3Demergers or other corporate events

If the Directors become aware that the Company is or is expected to be affected by any demerger, distribution (other than a dividend or other cash distribution) or other transaction not falling within rule 9.1 which, in the opinion of the Directors, would affect the current or future value of Investment Shares and/or the Matching Award, the Directors may decide that the Retention Period will be deemed to end on the date of the demerger, distribution or other transaction in relation to some or all Investment Shares and/or Matching Awards and rule 7 will apply.

Alternatively, the Directors may decide that rule 9.5 (exchange of Investment Shares and Matching Award) will apply to some or all Participants or may allow the Participant to choose whether or not rule 9.5 will apply to him.

9.4Overseas transfer

If a Participant is transferred to work in another country and, as a result of that transfer he would:

9.4.1suffer a tax disadvantage in relation to his Investment Shares or Matching Award (this being shown to the satisfaction of the Directors); or

9.4.2become subject to restrictions on his ability to deal in the Investment Shares or any Shares to be acquired under his Matching Award or the proceeds of the sale because of the security laws or exchange control laws of the country to which he is transferred,

then, if the Participant continues to hold an office or employment with a member of the Group, the Directors may decide that the Retention Period will be deemed to end on the date of transfer or some other date chosen by the Directors, in relation to some or all of his Investment Shares and Matching Awards and rule 7 will apply.

9.5Exchange of Investment Shares and Matching Award

Where this rule 9.5 applies to a Participant by virtue of rule 9:

8

9.5.1The Participant’s Matching Award will be exchanged for a new award. The new award will be in respect of shares in any body corporate determined by the company offering the exchange.

9.5.2The new award shall have equivalent terms to those of the Matching Award that was exchanged.

9.5.3The new award will be treated as having been acquired at the same time as the Matching Award that was exchanged and the Retention Period will be the same.

9.5.4The new award will be subject to the rules as they last had effect in relation to the Matching Award that was exchanged.

9.5.5With effect from the exchange, the rules will be construed in relation to the new award as if references to Shares were references to the shares over which the new award is granted and references to the Company were references to the body corporate determined under rule 9.5.1.

9.5.6The Directors may require the Participant to exchange some or all of his Investment Shares for other securities specified by the Directors (e.g. on the same terms as any Takeover) or to sell them and use the proceeds to buy other securities on such terms as the Directors may determine and these rules will apply to those other securities as if they were Investment Shares.

10Tax

The Company and any employing company may withhold any amount and make any arrangements including the sale of Shares on behalf of the Participant as it considers necessary or desirable to meet any liability (whether that liability attaches to the Participant or the Company and/or any employing company) to taxation or social security contributions in respect of the Participant’s participation in the Plan.

11General

11.1Notices

All notices under the Scheme shall be in writing, including in electronic format, at the determination of the Directors and, if to the Company, shall be either:

11.1.1delivered in person to the Company Secretary; or

11.1.2sent to the Company’s registered office for the time being (or to such other address as the Directors may from time to time specify); or

11.1.3if the Directors allow, sent to the e-mail address for the time being of the Company Secretary (or to such other e-mail address as the Directors may from time to time specify);

11.1.4given by such other electronic means as the Directors may approve,

and, if to a Participant, shall be either:

11.1.5delivered personally to him at his place of work;

11.1.6sent by post to the Participant at the address which he shall give in writing to the Company for this purpose, or, failing any such address, his last home address according to the records of his employing company; or

9

11.1.7sent to his office e-mail address (or such other e-mail address as he may from time specify);

11.1.8given by such other electronic means as the Directors may approve.

All notices to the Company, however sent, shall be deemed to be served only upon actual receipt. Notices to the Participant shall, if delivered personally to him at his place of work, be deemed to be served upon such delivery and, if sent by first-class post to the appropriate address as determined above, shall be deemed to be served forty-eight hours (or seven days, if the address is outside the UK) after the posting to such address of a properly address and prepaid enveloped containing such notice.

Notices sent by e-mail shall be deemed to be served when receipt has been acknowledged or evidenced.

11.2Listing

If and so long as Shares are listed on the London Stock Exchange, the Company will apply for a listing for any Shares issued under the Plan after their allotment.

11.3Ranking

Any Shares issued on subscription will rank equally in all respects with the Shares then in issue.

11.4Documents sent to shareholders

The Company may send to the Participants copies of any documents or notices normally sent to the holders of its Shares.

11.5Directors’ decision final and binding

The decision of the Directors on the interpretation of the Rules or in any dispute or question affecting any Qualifying Employee or Participant under the Plan will be final and conclusive.

11.6Regulations

The Directors may make or vary regulations for the administration and operation of the Plan but these must be consistent with the Rules.

11.7Data protection

By participating in the Plan the Participant consents to the holding and processing of personal information provided by the Participant to any member of the Group, trustee or third party service provider, for all purposes relating to the operation of the Plan. These include, but are not limited to:

11.7.1administering and maintaining Participant records;

11.7.2providing information to members of the Group, trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan;

11.7.3providing information to future purchasers or merger partners of the Company, the Participant’s employing company, or the business in which the Participant works;

11.7.4transferring information about the Participant to a country or territory that may not provide the same statutory protection for the information as the Participant’s home country.

10

The Participant is entitled, on payment of a fee, to a copy of the personal information held about him or her, if anything is inaccurate the participant had the right to have it corrected.

11.8Cash alternative in relation to Investment Shares

In the event that the regulatory, tax or other laws applicable to a Participant change during the Retention Period, and the effect of such change is that it is no longer, in the opinion of the Directors, appropriate for the Investment Shares to continue to be held by or on behalf of the Participant, the Directors may:

11.8.1decide that the Investment Shares held by or on behalf of the Participant will be sold on the Participant’s behalf; and

11.8.2decide that at the end of the Retention Period the Participant will be entitled to receive, on the last day of the Retention Period, a cash amount equal to the market value of the original number of Investment Shares plus, in the Directors’ discretion, any dividends paid thereon during the Retention Period (to the extent that such dividends have not already been paid to the Participant).

If they so decide, the Participant will not be entitled to any further rights in respect of the Investment Shares. For the avoidance of doubt, where Investment Shares are sold in accordance with rule 11.8.1, the Participant will not be entitled to receive immediately the proceeds of such sale, but the proceeds will be held on the same terms as the original Investment Shares, in such manner as the Directors may determine.

12Terms of employment

12.1Meaning of “Employee”

For the purposes of this rule, “Employee” means any employee of a member of the Group.

12.2Employee’s rights

12.2.1This rule applies during an Employee’s employment and after the cessation of an Employee’s employment, whether or not the cessation is lawful.

12.2.2Nothing in the rules or the operation of the Plan forms part of the contract of employment of an Employee. The rights and obligations arising from the employment relationship between the Employee and his employer are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment.

12.2.3No Employee has a right to participate in the Plan. Participation in the Plan on a particular basis in any year or number of years, whether consecutive or otherwise, does not create any right to or expectation of participation in the Plan on the same basis, or at all, in any future year.

12.2.4The terms of the Plan do not entitle the Employee to the exercise of any discretion in his favour.

12.2.5The Employee will have no claim or right of action in respect of any decision, omission or discretion, which may operate to the disadvantage of the Employee even if it is unreasonable, irrational or might otherwise be regarded as being in breach of the duty of trust and confidence (and/or any other implied duty) between the Employee and his employer.

11

12.2.6No Employee has any right to compensation for any loss in relation to the Plan, including any loss in relation to:

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

(ii)any exercise of a discretion or a decision taken in relation to participation in the Plan, or any failure to exercise a discretion or take a decision;

(iii)the operation, suspension, cessation or amendment of the Plan.

12.2.7Participation in the Plan is permitted only on the basis that the Participant accepts all the provisions of the rules, including this rule. By completing an application form, an Employee waives all rights under the Plan, other than the right to acquire shares subject to and in accordance with the express terms of the Plan in consideration for, and as a condition of, the participation in the Plan.

12.2.8Nothing in this Plan confers any benefit, right or expectation on a person who is not an Employee. No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Plan. This does not affect any other right or remedy of a third party.

12.2.9Benefits under the plan do not constitute part of the Employee’s remuneration and do not affect termination, pension or other employment-related payments or entitlements.

13Amendments

13.1Directors’ powers

Subject to rule 13.2, the Directors may at any time change any of the provisions of the Plan in any way.

13.2Shareholders’ approval

13.2.1Except as described in rule 13.2.2, the Company in general meeting must approve in advance by ordinary resolution any proposed change to the advantage of present or future Participants which relate to the following:

(i)the persons to whom or for whom Shares may be provided under the Plan;

(ii)the limitations on the number of Shares which may be issued under the Plan;

(iii)the maximum participation of a Participant under the Plan;

(iv)any rights attaching to the appropriations;

(v)any rights of Participants in the event of a capitalisation issue, rights issue, sub-division or consolidation of shares or reduction or any other variation of capital of the Company;

(vi)the terms of this rule 13.2.1.

13.2.2The Directors need not obtain the approval of the Company in general meeting for any minor changes:

(i)to benefit the administration of the Plan;

12

(ii)to comply with or take account of the provisions of any proposed or existing legislation;

(iii)to take account of any changes to the legislation; or

(iv)to obtain or maintain favourable tax, exchange control or regulatory treatment of the Company, any Subsidiary or any present or future Participant.

13.3Overseas considerations

Notwithstanding any other provision of the Plan, the Directors may amend or add to the provisions of the Plan by way of schedule or otherwise as they consider necessary or desirable to facilitate the operation of the Plan in any jurisdiction or to enable the Plan to take advantage of any favourable tax treatment provided that any such addition or amendment does not vary the basic features of the Plan, as described in rule 13.2.1.

14Termination

The Plan will terminate 10 years after the date of its approval by the Company in general meeting. The Company in general meeting or the Directors may at any earlier time resolve to terminate the Plan. After termination, no further Investment Shares will be acquired and no further Matching Awards will be granted but the provisions of the Plan will continue in full force and effect in relation to Investment Shares already acquired and Matching Awards already granted.

15Governing Law and Jurisdiction

English law governs the Plan and its administration. The English courts have exclusive jurisdiction in respect of disputes arising under or in connection with the Plan.

13

Schedule 1

Diageo plc 2009 International Share Match Cash Plan

1Purpose

The purpose of this schedule is to alter the provisions of the Plan to provide a cash-only version of the Plan (the “Cash Plan”) for employees in those jurisdictions where, in the opinion of the Directors, this is preferable for regulatory, tax or other reasons.

2Application of this schedule

This schedule applies to any jurisdiction or to any particular employee as the Directors may from time to time decide.

3Meaning of words used

3.1In this schedule:

“Allocation Day” means the date on which Investment Share Units are allocated to Qualifying Employees in accordance with the Cash Plan. For employees subject to this schedule, all references in the Plan Rules to the Appropriation Day or to appropriation shall be taken to refer to the Allocation Day or to allocation (as applicable);

“Allocation Price” means, at the Directors’ discretion, the average of the middle market quotations of a Share as derived from the London Stock Exchange Daily Official List on the three days preceding the Allocation Day, or the price that Investment Shares are treated as having been acquired under the Plan, or such other price as the Directors determine;

“Business Day” means a day on which the London Stock Exchange is open for the transaction of business;

“Dividend Share Unit” means a Share Unit allocated to a Qualifying Employee in accordance with Cash Plan Rule 6.3;

“Investment Share Unit” means a Share Unit allocated to a Qualifying Employee in respect of his Contribution in accordance with Cash Plan Rule 6.1. For employees subject to this schedule, all references in the Plan Rules to Investment Shares shall be taken to refer to Investment Share Units;

“Market Value” on any day means the middle market quotation of a Share as derived from the London Stock Exchange Daily Official List on the preceding Business Day, or such other value as the Directors determine;

“Matching Award Unit” means a Share Unit allocated to a Qualifying Employee in respect of Investment Share Units in accordance with Cash Plan Rule 6.1. For employees subject to this schedule, all references in the Plan Rules to Matching Awards shall be taken to refer to Matching Award Units;

“Matching Share Unit Ratio” means the ratio between the number of Matching Award Units allocated to a Qualifying Employee and the number of Investment Share Units allocated to him. The Matching Share Unit Ratio will be equivalent to the Matching Share Ratio determined for the Plan from time to time (with one Share subject to a Matching Award being equivalent to one Matching Award Unit and one Investment Share being equivalent to one Investment Share Unit). For employees subject to this schedule, all

14

references in the Plan Rules to the Matching Share Ratio shall be taken to refer to the Matching Share Unit Ratio;

“Cash Plan” means the Plan as altered by the provisions of this schedule;

“Cash Plan Rules” means the rules of this schedule as amended from time to time;

“Share Unit” means Investment Share Units, Matching Award Units and Dividend Share Units.

4Application of Plan Rules

4.1Plan Rules 3.3.4 (regarding the Matching Share Ratio), 5 (Investment Shares), 6 (Matching Award), 7 (End of the Retention Period), 9.2 (Rights issues and changes in share capital), 9.4  (Overseas transfer), 9.5 (Exchange of Investment Shares and Matching Award) and 11.8 (Cash alternative in relation to Investment Shares) do not apply to employees who are subject to this schedule.

4.2Except as set out in Cash Plan Rule 4.1, all Plan Rules apply to employees who are subject to this schedule.

4.3To the extent there is any inconsistency between the Plan Rules and this schedule, this schedule will prevail for employees who are subject to it.

5Exchange rate

5.1For the purpose of calculating any value or cash amount under the Plan or Cash Plan, the Directors may determine the exchange rate to be used in converting figures between Pounds Sterling and local currency.

5.2The Directors may take such action as they consider desirable in circumstances where there is a currency fluctuation in relation to a Participant’s local currency against Pounds Sterling exceeding 20%.

6Share Units

6.1Allocation of Investment Share Units

Subject to Plan Rule 8.1.1 (regarding cessation of employment by a Qualifying Employee before the Appropriation Day), as soon as reasonably practicable after the date specified in the invitation documents for applying to participate in the Cash Plan, the Company will allocate Investment Share Units in accordance with the following rules:

6.1.1Investment Share Units will only be allocated to a Qualifying Employee who has duly complied with the application procedure and made Contributions as required by the invitation documents.

6.1.2The number of Investment Share Units allocated to a Qualifying Employee will be calculated by dividing the amount of his Contribution by the Allocation Price.

6.1.3Where the Contribution cannot be divided exactly by the Allocation Price, any surplus will be returned to the Qualifying Employee if it is more than £5.00 and given to a charity selected by the Directors if it is less, unless the Directors decide otherwise.

15

6.2Allocation of Matching Award Units

6.2.1As soon as reasonably practicable after the Allocation Day, the Company will grant Matching Award Units to each Participant.

6.2.2The number of Matching Award Units to be allocated to a Participant will be calculated by applying the Matching Share Unit Ratio to his Investment Share Units and rounding down to the nearest whole Matching Award Unit.

6.2.3No consideration is payable for the grant of a Matching Award Unit. A Participant must not transfer, assign or otherwise dispose of a Matching Award Unit or any rights in respect of it during the Retention Period. If he does so, whether voluntarily or involuntarily, the Matching Award Unit will lapse. This will not apply to the transfer of a Matching Award Unit to a person’s personal representatives following his death.

6.3Notification of allocation

After Investment Share Units and Matching Award Units have been allocated to a Participant, he will be notified of:

6.3.1the number and description of the Investment Share Units and Matching Award Units;

6.3.2the Allocation Price used to calculate the number of Investment Share Units; and

6.3.3the date on which they were allocated to him.

This notification will be in such format as the Directors decide, including electronic format.

6.4Dividend Share Units

Unless the Directors decide otherwise, the following shall apply in respect of all dividends or other cash distributions payable in respect of Shares by reference to a record date after the Allocation Day:

6.4.1The Participant will be allocated one notional dividend in respect of each Investment Share Unit held by him (the notional dividend amount being equal to the dividend payable on one Share).

6.4.2Notional dividends will normally be converted to Dividend Share Units. The number of Dividend Share Units allocated to a Participant will be calculated by dividing the total amount of his notional dividends plus any surplus under Cash Plan Rule 6.3.3 by the Market Value of a Share on the date the dividend is paid.

6.4.3Where under Cash Plan Rule 6.3.2 the notional dividend amount cannot be divided exactly by the Market Value of a Share, any surplus will be credited to the next notional dividend payment.

6.4.4Dividend Share Units will be held on the same terms as the Participant’s Investment Share Units (except that no Matching Award Units will be allocated in respect of them).

6.4.5Where the Directors determine that notional dividends will not be converted to Dividend Share Units, they will be paid in cash to the Participant.

6.5Shareholder Rights

The Participant will have no voting or other shareholder rights in connection with his Share Units.

16

7Cash payment for Share Units

For employees subject to this schedule, references to Plan Rule 7 (End of the Retention Period) shall be taken to refer to this Cash Plan Rule 7.

7.1During the Retention Period

7.1.1A Participant may at any time direct the Company to procure that he be made a cash payment in respect of all or part of his Investment Share Units. The direction and payment will be in such form as the Directors may decide. The payment will be made as soon as practicable after receipt of the direction.

7.1.2The Directors may from time to time set a minimum number of Investment Share Units in respect of which such a direction may be made, and/or a maximum number of times per year that such a direction may be made.

7.1.3If the Participant gives such a direction during the Retention Period, the Matching Award Units corresponding to the Investment Share Units which are the subject of the direction will immediately lapse. This will not apply to cash payments which are required to meet any liability to tax or social security contributions in respect of Investment Share Units or the corresponding Matching Award Units.

7.2End of the Retention Period

As soon as reasonably practicable after the end of the Retention Period, the Company will procure that the Participant is made a cash payment in respect of all his vested Share Units (i.e. those Investment Share Units that have completed the Retention Period and the corresponding Matching Award Units and Dividend Share Units). The payment will be in such form as the Company may decide

7.3Calculation of cash payment

The cash payment amount will be calculated as the total number of Share Units in respect of which the cash payment is to be made multiplied by the Market Value of a Share on the last day of the Retention Period (or such other date as predetermined by the Directors) on the basis of one Share for each Share Unit, plus, at the discretion of the Directors, any surplus which is held under Cash Plan Rule 6.3 (Dividend Share Units).

7.4Share alternative

7.4.1The Directors may decide, at any time, to satisfy some or all of a Participant’s Share Units by issuing or transferring to him one Share in respect of each relevant Share Unit. If they do so, no cash payment will be made to the Participant in respect of those Share Units except, at the discretion of the Directors, in respect of any surplus which is held under Cash Plan Rule 6.3 (Dividend Share Units).

7.4.2If Cash Plan Rule 7.4.1 applies, the number of Shares to be issued or transferred to the Participant may be reduced by the value of the Participant’s Contribution (calculated by dividing the Contribution by the Allocation Price) and the amount of that Contribution will be returned to the Participant.

8Certain corporate events

8.1Rights issues and changes in share capital

If there is:

17

8.1.1a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital;

8.1.2a demerger (in whatever form) or exempt distribution by virtue of Section 213 of the Income and Corporation Taxes Act 1988;

8.1.3a special dividend or distribution, or

8.1.4any other corporate event which might affect the current or future value of any Award,

the Directors may adjust the number or class of Share Units or the identity of the securities underlying Share Units in such manner as they see fit.

8.2Overseas transfer

If a Participant is transferred to work in another country and as a result of that transfer he would suffer a disadvantage in relation to his Share Units (this being shown to the satisfaction of the Directors) then, if the Participant continues to hold an office or employment with a member of the Group, the Directors may decide that the Retention Period will be deemed to end on the date of transfer or some other date chosen by the Directors in relation to some or all of his Share Units and Cash Plan Rule 7 (Cash payment for Share Units) will apply.

8.3Exchange of Share Units

For employees subject to this schedule, references to Plan Rule 9.5 (Exchange of Investment Shares and Matching Award) shall be taken to refer to this Cash Plan Rule 8.3.

Where this Cash Plan Rule 8.3 applies to a Participant by virtue of Plan Rule 9 (Takeovers and other corporate events) or Cash Plan Rule 8 (Certain corporate events):

8.3.1The Participant’s Share Units will be exchanged for a new award. The new award will be in respect of shares in any body corporate determined by the company offering the exchange.

8.3.2The new award shall have equivalent terms to those of the Share Units that were exchanged.

8.3.3The new award will be treated as having been acquired at the same time as the Share Units exchanged and the Retention Period will be the same.

8.3.4The new award will be subject to the rules as they last had effect in relation to the Share Units that were exchanged.

8.3.5With effect from the exchange, the rules will be construed in relation to the new award as if references to Shares were references to the shares over which the new award is granted and references to the Company were references to the body corporate determined under Cash Plan Rule 8.3.1.

18

Schedule 2

Canadian Addendum

The Company currently has employees in Canada.  The Company has been advised that certain provisions within the Plan may result in adverse tax consequences for participants in the Plan who are subject to tax in Canada on employment income. This Addendum (the “Canadian Addendum”) shall therefore apply to participants in the Plan who are subject to tax in Canada on employment income.

The Canadian Addendum is intended to ensure that, notwithstanding any provisions of the Plan to the contrary, the Company will settle Matching Awards made to participants in the Plan who are subject to tax in Canada on employment income using treasury or newly issued Shares of the Company and will not satisfy Matching Awards in cash or Shares held in a trust.

Definitions and Construction

1Words and expressions not otherwise defined in the Canadian Addendum shall have the same meaning as they have in Rule 1 of the Plan to which this Canadian Addendum is attached.

2Unless otherwise provided herein, the provisions of the Plan Rules will apply to Matching Awards granted under this Canadian Addendum, however in the event of any conflict between the Plan and this Canadian Addendum, the terms of this Canadian Addendum shall prevail.

3Notwithstanding any provisions of the Plan to the contrary, Matching Awards granted to participants in the Plan who are subject to tax in Canada on employment income shall only be satisfied using newly issued Shares or treasury Shares of the Company.

4For the avoidance of doubt, no Shares awarded to employees who are subject to tax in Canada on employment income shall be transferred to or from a trustee in respect of the Matching Awards granted under this Canadian Addendum.

5Rule 7.1 of the Plan shall not apply insofar as it provides the Company with the ability to settle Matching Awards in cash, or using market purchased Shares held in a trust.

19

EX-5.1

Exhibit 5.1

	14 October 2010
Diageo plc
Lakeside Drive
Park Royal	Our reference
London NW10 7HQ	SRBP/SZYR
United Kingdom	Direct line
	020 7090 4456

Dear Sirs,

THE DIAGEO 2010 SHARESAVE PLAN
THE DIAGEO 2001 SHARE INCENTIVE PLAN (AS AMENDED)
THE DIAGEO PLC 2009 INTERNATIONAL SHARE MATCH PLAN

(each a “Share Plan” and, together, the “Share Plans”)

We have acted as English legal advisers to Diageo plc (the “Company”) and are giving this opinion in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of the Company to be filed with the United States Securities and Exchange Commission (the “SEC”) on or around 14 October 2010.  We have not been concerned with investigating or verifying the facts set out in the Registration Statement.

For the purposes of this opinion, we have examined copies of:-

1.the Memorandum and Articles of Association of the Company certified as true, complete and up-to-date by the deputy secretary of the company;

2.the rules of the Share Plans (the “Rules”);

3.the Registration Statement;

4.the deputy secretary’s certificate dated 14 October 2010 in respect of the Company (the “Deputy Secretary’s Certificate”); and

5.entries shown on CH Direct print outs obtained by us from the Companies House database at 10.00 am on 14 October 2010 of the file of the Company maintained at Companies House (the “Company Searches”).

This letter sets out our opinion on certain matters of the law of England and Wales as at today’s date.  We have not made an investigation of, and do not express any opinion on, any other law.  This letter is to be governed by and construed in accordance with English Law.

In giving this opinion we have assumed:

(i)the conformity to original documents of all copy (including electronic copy) or draft documents examined by us, the genuineness of all signatures and that the copy of the Memorandum and Articles of Association of the Company examined by us is complete, accurate and would, if issued today, comply, as respects the Articles of Association, with section 36 of the Companies Act 2006;

(ii)the accuracy and completeness of the statements made in the Deputy Secretary’s Certificate;

(iii)that (i) the information disclosed by the Company Searches and by our telephone search on 14 October 2010 at 10.00 am at the Central Registry of Winding-up Petitions in relation to the Company (together the “Searches”) was then complete, up-to-date and accurate and has not since then been altered or added to and (ii) the Searches did not fail to disclose any information relevant for the purposes of this opinion;

(iv)that (i) no proposal for a voluntary arrangement, and no moratorium has been obtained, in relation to the Company under Part I of the Insolvency Act 1986, (ii) the Company has not given any notice in relation to or passed any voluntary winding-up resolution, (iii) no application has been made or petition presented to a court, and no order has been made by a court, for the winding-up or administration of the Company, and no step has been taken to dissolve the Company, (iv) no liquidator, administrator, receiver, administrative receiver, trustee in bankruptcy or similar officer has been appointed in relation to the Company or any of its assets or revenues, and no notice has been given or filed in relation to the appointment of such an officer, and (v) no insolvency proceedings or analogous procedures have been commenced in any jurisdiction outside England and Wales in relation to the Company or any of its assets or revenues;

(v)that, insofar as any obligation under a Share Plan is performed in, or is otherwise subject to, any jurisdiction other than England and Wales, its performance will not be illegal or ineffective by virtue of the law of that jurisdiction;

2

(vi)that the Rules which we have examined are in force, were validly adopted by the Company and have been and will be operated in accordance with their terms;

(vii)that the directors of the Company have complied with their duties as directors in so far as relevant to this opinion letter;

(viii)that, in respect of each issue of shares issued under a Share Plan (the “Shares”), the Company will have sufficient authorised but unissued share capital and the directors of the Company will have been granted the necessary authority to allot and issue the relevant Shares;

(ix)that a meeting of the board of directors of the Company or a duly authorised and constituted committee of the board of directors of the Company has been or will be duly convened and held, prior to the allotment and issue of the Shares, at which it was or will be resolved to allot and issue the Shares;

(x)that the Shares will, before allotment or issue, have been fully paid up in accordance with the Companies Acts 1985 and 2006 (as applicable);

(xi)that the Shares are issued in accordance with the Rules;

(xii)that the name of the relevant allottee and Shares allotted are duly entered in the register of members of the Company;

(xiii)that the Company has not made and will not make a payment out of capital in respect of the purchase of its own shares which would cause a liability to be incurred by its shareholders under the UK Insolvency Act 1986 (as amended);

(xiv)that none of the holders of the Company’s shares has received or will receive any dividends or distribution which constitute an unlawful distribution pursuant to common law or the Companies Acts 1985 and 2006 (as applicable);

(xv)that there is no actual or implied additional contractual relationship between the Company and the holders of the Shares, except for any contract of employment, the Company’s Articles of Association and the Share Plans.

Based on and subject to the foregoing and subject to the reservations mentioned below and to any matters not disclosed to us, we are of the opinion that:-

1.The Company is a public limited company duly incorporated under the laws of England and Wales and is a validly existing company.

3

2.When the Shares are issued and delivered against full payment therefor as contemplated in the Registration Statement and in conformity with the Company’s Memorandum and Articles of Association and so as not to violate any applicable law, such Shares will have been validly issued and fully paid up and no further contributions in respect of such Shares will be required to be made to the Company by the holders thereof, by reason solely of their being such holders.

Our Reservations are as follows:

I.Insofar as any obligation under a Share Plan is to be performed in any jurisdiction other than England and Wales, an English court may have to have regard to the law of that jurisdiction in relation to the manner of performance and the steps to be taken in the event of defective performance.

II.We express no opinion as to whether specific performance, injunctive relief or any other form of equitable remedy would be available in respect of any obligation of the Company under or in respect of a Share Plan.

III.The obligations of the Company and the remedies available to the Company or participants under or in respect of the Share Plans will be subject to any law from time to time in force relating to liquidation or administration or any other law or legal procedure affecting generally the enforcement of creditors’ rights.

IV.The Searches are not conclusive as to whether or not insolvency proceedings have been commenced in relation to the Company or any of its assets. For example, information required to be filed with the Registrar of Companies or the Central Registry of Winding up Petitions is not in all cases required to be filed immediately (and may not be filed at all or on time); once filed, the information may not be made publicly available immediately (or at all); information filed with a District Registry or County Court may not, and in the case of administrations will not, become publicly available at the Central Registry; and the Searches may not reveal whether insolvency proceedings or analogous procedures have been commenced in jurisdictions outside England and Wales.

This opinion is addressed solely to you in connection with the filing of the Registration Statement and may not be relied upon by any other person or for any other purposes than those set out in this opinion.

SLAUGHTER AND MAY

4

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.  In giving this consent, we do not admit that we are within the category of persons whose consent is required within section 7 of the Securities Act 1933, as amended or the rules and regulations of the SEC thereunder.

Yours faithfully,

SLAUGHTER AND MAY

5

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Diageo plc:

We consent to the use of our reports dated 25 August 2010 with respect to the consolidated balance sheets of Diageo plc as at 30 June 2010, 2009 and 2008, and the related consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for each of the years in the three-year period ended 30 June 2010, and the effectiveness of internal control over financial reporting as of 30 June 2010, incorporated by reference herein.

Our report on the financial statements refers to the adoption of the amendment to IAS 38 — Intangible assets and a change to the accounting for returnable bottles and crates.

KPMG Audit Plc

London, England

14 October 2010