DIAGEO PLC AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES Third Amended and Restated Deposit Agreement Dated as of ________, 2011

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DIAGEO PLC

AND

THE BANK OF NEW YORK MELLON

As Depositary

AND

OWNERS AND BENEFICIAL OWNERS

OF AMERICAN DEPOSITARY SHARES

Third Amended and Restated Deposit Agreement

Dated as of ________, 2011

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THIRD AMENDED AND RESTATED DEPOSIT AGREEMENT

THIRD AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of _______, 2011 among DIAGEO PLC, a public limited company incorporated under the laws of England and Wales (herein called the Company), THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Shares issued hereunder.

W I T N E S S E T H :

WHEREAS, the Company and the Depositary entered into a Second Amended and Restated Deposit Agreement as of December 17, 1997 (the “Prior Deposit Agreement”) for the purposes stated in that agreement; and

WHEREAS, the Company and the Depositary wish to amend the Prior Deposit Agreement to, among other things, provide that American Depositary Shares may be uncertificated securities as well as certificated securities; and

WHEREAS, the Company desires to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of Shares (as hereinafter defined) of the Company from time to time with the Depositary or with the Custodian (as hereinafter defined) as agent of the Depositary for the purposes set forth in this Deposit Agreement, for the creation of American Depositary Shares representing the Shares so deposited and for the execu­tion and delivery of American Depositary Receipts evidencing the American Depositary Shares; and

WHEREAS, the American Depositary Receipts are to be substantially in the form of Exhibit A annexed hereto, with ap­propriate insertions, modifications and omissions, as herein­after provided in this Deposit Agreement;

NOW, THEREFORE, in consideration of the premises, it is agreed by and between the parties hereto that the Prior Deposit Agreement is hereby amended and restated as follows:

1.

  DEFINITIONS.

The following definitions shall for all purposes, unless otherwise clearly indicated, apply to the respective terms used in this Deposit Agreement:

1.1.

Affiliate.

The term "Affiliate" means, with respect to a specified person, a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified person.

1.2.

American Depositary Shares.

The term "American Depositary Shares" shall mean the securities representing the interests in the Deposited Securi­ties and evidenced by the Receipts issued hereunder.  Each American Depositary Share shall represent the number of Shares specified in Exhibit A to this Deposit Agreement, until there shall occur a distribution upon Deposited Securi­ties covered by Section 4.3 or a change in Deposited Securi­ties covered by Section 4.8 with respect to which additional Receipts are not executed and delivered, and thereafter Ameri­can Depositary Shares shall evidence the amount of Shares or Deposited Securities specified in such Sections.

1.3.

Article; Section.

Wherever references are made in this Deposit Agree­ment to an "Article" or "Articles" or to a "Section" or "Sec­tions", such references shall mean an article or articles or a section or sections of this Deposit Agreement, unless other­wise required by the context.

1.4.

Beneficial Owner.

The term "Beneficial Owner" shall mean each person owning from time to time any beneficial interest in the American Depositary Shares evidenced by any Receipt.

1.5.

Company.

The term "Company" shall mean Diageo plc, a public limited company incorporated under the laws of England and Wales, and its suc­cessors.  

1.6.

Commission.

The term "Commission" shall mean the Securities and Exchange Commission of the United States or any successor gov­ernmental agency in the United States.

1.7.

Custodian.

The term "Custodian" shall mean the London office of The Bank of New York, as agent of the Depositary for the purposes of this Deposit Agreement, and any other firm or corporation which may hereafter be appointed by the Depositary pursuant to the terms of Section 5.5, as substitute or ad­ditional custodian or custodians hereunder, as the context shall require and shall also mean all of them collectively.

1.8.

Deposit Agreement.

The term "Deposit Agreement" shall mean this Third Amended and Restated Deposit Agreement,  as the same may be amended from time to time in accordance with the provisions hereof.

1.9.

Depositary; Corporate Trust Office.

The term "Depositary" shall mean The Bank of New York Mellon, a New York banking corporation and any successor as de­positary hereunder.  The term "Corporate Trust Office", when used with respect to the Depositary, shall mean the office of the Depositary which at the date of this Agreement is 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000.

1.10.

Deposited Securities.

The term "Deposited Securities" as of any time shall mean Shares at such time deposited or deemed to be deposited under this Deposit Agreement and any and all other securities, property and cash received by the Depositary or the Custodian in respect thereof and at such time held hereunder, subject as to cash to the provisions of Section 4.5.

1.11.

Dollars; Pounds; Xxxxx.

The term "Dollars" shall mean United States dollars.  The terms "pounds" and "xxxxx" shall mean the lawful currency of the United Kingdom.

1.12.

Foreign Registrar.

The term "Foreign Registrar" shall mean the entity that presently carries out the duties of registrar for the Shares or any suc­cessor as registrar for the Shares and any other appointed agent of the Company for the transfer and reg­istration of Shares.

1.13.

Owner.

The term "Owner" shall mean the person in whose name a Receipt is registered on the books of the Depositary main­tained for such purpose.

1.14.

Receipts.

The term "Receipts" shall mean the American Deposi­tary Receipts issued hereunder evidencing the American Depositary Shares.

1.15.

Registrar.

The term "Registrar" shall mean any bank or trust company having an office in the Borough of Manhattan, The City of New York, which shall be appointed to register Receipts and transfers of Receipts as herein provided.

1.16.

Restricted Securities.

The term "Restricted Securities" shall mean Shares, Deposited Securities, American Depositary Shares or Receipts representing such Shares, which are acquired di­rectly or indirectly from the Company or any of its Af­filiates in a transaction or chain of transactions not involving any public offering or which are subject to resale limitations under Regulation D under that Act or both, or which are held by an officer, director (or persons performing similar func­tions) or other Affiliate of the Company, or which would require registration under the Securities Act of 1933 in connection with the offer or sale thereof in the United States, or which are otherwise subject to restrictions on sale or deposit under the laws of the United States or the United Kingdom, or under a shareholder agreement or the Articles of Association of the Company.

1.17.

Securities Act of 1933.

The term "Securities Act of 1933" shall mean the United States Securities Act of 1933, as from time to time amended.

1.18.

Shares.

The term "Shares" shall mean Ordinary Shares in registered form of the Company heretofore validly issued and outstanding and fully paid, nonassessable and free of any pre-emptive rights of the holders of outstanding Shares or hereafter validly issued and outstanding and fully paid, nonassessable and free of any pre-emptive rights of the holders of outstanding Shares or interim certificates representing such Shares.

2.

FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS.

2.1.

Form and Transferability of Receipts.

Definitive Receipts shall be substantially in the form set forth in Exhibit A annexed to this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided.  No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obliga­tory for any purpose, unless such Receipt shall have been ex­ecuted by the Depositary by the manual or facsimile signature of a duly authorized signa­tory of the Depositary and, if a Registrar for the Receipts shall have been appointed, counter­signed by the manual or facsimile signature of a duly autho­rized officer of the Registrar.  The Depositary shall maintain books on which each Receipt so executed and delivered as here­inafter provided and the transfer of each such Receipt shall be registered.  Receipts bearing the manual or facsimile sig­nature of a duly authorized signatory of the Depositary who was at any time a proper signa­tory of the Depositary shall bind the Depositary, notwithstanding that such signatory has ceased to hold such office prior to the execution and delivery of such Receipts by the Registrar or did not hold such office on the date of issuance of such Receipts.

The Receipts may be endorsed with or have incorpo­rated in the text thereof such legends or recitals or modifi­cations not inconsistent with the provisions of this Deposit Agreement as may reasonably be required by the Depositary, after consultation with the Company, in order to comply with any applicable law or regulations thereunder or with the rules and regulations of any securities exchange upon which American Depositary Shares may be listed or to conform with any recognized usage with respect thereto, or to indicate any spe­cial limitations or restrictions to which any particular Re­ceipts are subject by reason of the date of issuance of the underly­ing Deposited Securities or otherwise.

Title to a Receipt (and to the American Depositary Shares evidenced thereby), when properly endorsed or ac­­­­­­­­­­­­­­­­­­­­­­­­­­companied by proper instruments of transfer, shall be trans­ferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that the Company and the Depositary, notwithstanding any notice to the contrary, may treat the Owner thereof as the absolute owner thereof for the purpose of determining the person entitled to distribution of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes.

2.2.

Deposit of Shares.

Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custo­dian, together with any other documents and payments required under this Deposit Agreement, and, if the Depositary re­quires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit.  No Share shall be accepted for deposit unless ac­companied by evidence reasonably satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the United Kingdom which is then performing the function of the regulation of currency exchange.  If required by the Deposi­tary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be ac­­­­­­­­companied by an agree­ment or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for ad­­­­­­­­­­­­­­­­­­ditional Shares or to receive other property which any person in whose name the Shares are or have been recorded may there­after receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agree­ment as shall be reasonably satisfactory to the Depositary.

At the request, risk and expense of any person proposing to deposit Shares, and for the account of such per­son, the Depositary may receive certificates representing, or evidences of the right to receive, Shares to be deposited, together with any other documents and payments required under this Deposit Agreement, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder.

Upon each delivery to a Custodian of a certificate or certificates for or evidence or evidences of the right to receive Shares to be deposited hereunder, together with any other documents and payments required under this Deposit Agreement, such Custodian shall, as soon as transfer and recordation can be ac­­­­­­­­­­­­­­­­­­­­­­­­­­complished, present such certificate or certificates or evidence or evidences of the right to receive to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nomi­nee at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration.

Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the De­positary or at such other place or places as the Depositary shall determine.

The Depositary agrees to cause the Custodian to place all Shares deposited under this Agreement and any other Deposited Securities held under this Agreement into segregated accounts separate from any Shares or other securities that may be held by the Custodian under any other depositary receipt facility.

2.3.

Execution and Delivery of Receipts.

Upon receipt by any Custodian of any deposit pursu­ant to Section 2.2 hereunder (and in addition, if the transfer books of the Company or the Foreign Registrar, if ap­plicable, are open, the Depositary may in its reasonable discretion require a proper acknowledgment or other evidence from the Company that any Deposited Securities have been recorded upon the books of the Company or the Foreign Registrar, if ap­plicable, in the name of the Depositary or its nominee or such Custodian or its nominee), together with the other documents required as above specified, such Custodian shall, as promptly as practicable, notify the Depositary of such deposit and the person or persons to whom or upon whose writ­ten order a Receipt or Receipts are deliver­able in respect thereof and the number of American Depositary Shares to be evidenced thereby.  Such notification shall be made by let­ter, first class airmail postage prepaid or, at the request, risk and expense of the person making the deposit, by cable, telex or facsimile transmission.  Upon re­ceiving such notice from such Custodian, or upon the receipt of Shares by the Depositary, the Depositary, subject to the terms and condi­tions of this Deposit Agreement, shall, as promptly as practicable, execute and deliver at its Corporate Trust Office, to or upon the or­der of the person or persons entitled thereto, a Receipt or Receipts, registered in the name or names and evidencing any authorized number of American Depositary Shares requested by such person or persons, but only upon payment to the Deposi­tary of the fees and charges of the Depositary for the execution and de­livery of such Receipt or Receipts as provided in Section 5.9, and of all taxes and governmental charges and fees pay­able in connection with such deposit and the transfer of the Deposited Securi­ties, including those payable as provided in Section 3.2.

2.4.

Transfer of Receipts; Combination and Split-up of Receipts.

The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Re­ceipts on its transfer books from time to time, upon any sur­render of a Receipt at any of its designated transfer offices by the Owner in person or by a duly au­thorized attorney, properly endorsed or accompanied by proper instruments of transfer, and duly stamped as may be required by the laws of the State of New York and of the United States of America.  Thereupon the Depositary shall, as promptly as practicable, execute a new Re­ceipt or Receipts and deliver the same to or upon the order of the person entitled thereto evidencing the same aggregate number of American Depositary Shares as those evidenced by the Receipts surrendered.

The Depositary, subject to the terms and conditions of this Deposit Agreement, shall upon surrender of a Receipt or Receipts at any of its designated transfer offices for the purpose of effecting a split-up or combi­na­tion of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized number of American De­positary Shares requested, evidencing the same aggregate num­ber of American Depositary Shares as the Receipt or Receipts surrendered.

The Depositary, upon the request or with the approval of the Company, may appoint one or more co-transfer agents for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary.  In carrying out its functions, a co-transfer agent may require evidence of authority and com­pliance with applicable laws and other requirements by Owners or persons entitled to Receipts, but only to the extent that the Depositary would be entitled to require such evidence under this Agreement, and will be entitled to pro­tection and indemnity to the same extent as the Depositary.  Such co-transfer agents may be removed and substitutes appointed by the Depositary upon the request or with the approval of the Company.  Each Registrar, co-registrar or co-transfer agent appointed under this Section 2.4 or Section 5.1 (other than The Bank of New York) shall give notice in writing to the Company and the Depositary accepting such appointment.

2.5.

Surrender of Receipts and Withdrawal of Shares.

Upon surrender at the Corporate Trust Office of the Depositary of a Receipt for the purpose of withdrawal of the Deposited Securities represented by the American Depositary Shares evidenced by such Receipt, and upon payment of the fees and charges of the Depositary for the surrender of Receipts as provided in Section 5.9 and payment of all taxes and governmental charges payable in connection with such surrender and withdrawal of the Deposited Securities, including those payable as provided in Section 3.2, and subject to the terms and condi­tions of this Deposit Agreement, the Owner of such Receipt shall be entitled to delivery, as promptly as practicable, to him or upon his order, of the amount of Deposited Securities at the time represented by the American Depositary Shares evidenced by such Receipt.  De­livery of such Deposited Securities may be made by the deliv­ery of (a) certificates in the name of such Owner or as or­dered by him or by certificates properly endorsed or ac­­­­­­­­­­­companied by proper instruments of transfer to such Owner or as ordered by him and (b) any other securities, property and cash to which such Owner is then entitled in respect of such Receipts to such Owner or as ordered by him.  Such delivery shall be made, as hereinafter provided, as promptly as practicable.

A Receipt surrendered for such purposes may be re­quired by the Depositary to be properly endorsed in blank or accompanied by proper instruments of transfer in blank, and if the Depositary so requires, the Owner thereof shall execute and deliver to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered to or upon the written order of a person or persons designated in such order.  Thereupon the Depositary shall direct the Custodian to deliver as promptly as practicable at the London office of such Custodian, subject to Sections 2.6, 3.1 and 3.2 and to the other terms and condi­tions of this Deposit Agreement, to or upon the written order of the person or persons designated in the order delivered to the Depositary as above provided, the amount of Deposited Se­curities represented by the American Depositary Shares evi­denced by such Receipt, except that the Depositary may make delivery as promptly as practicable to such person or persons at the Corporate Trust Of­fice of the Depositary of any dividends or distributions with respect to the Deposited Securities represented by the Ameri­can Depositary Shares evidenced by such Receipt, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary.

At the request, risk and expense of any Owner so surrendering a Receipt, and for the account of such Owner, the Depositary shall direct the Custodian to forward as promptly as practicable any cash or other property (other than rights) comprising, and forward a certificate or certificates and other proper documents of title for, the Deposited Securities represented by the Ameri­can Depositary Shares evidenced by such Receipt to the De­positary for delivery as promptly as practicable at the Corporate Trust Office of the Depositary.  Such direction shall be given by letter or, at the request, risk and expense of such Owner, by cable, telex or facsimile transmission.

2.6.

Limitations on Execution and Delivery, Transfer and Surrender of Receipts.

As a condition precedent to the execution and deliv­ery, registration of transfer, split-up, combination or sur­render of any Receipt or withdrawal of any Deposited Securi­ties, the Depositary, the Company, Custodian or Registrar may require pay­ment from the depositor of Shares (other than the Company) or the presentor of the Re­ceipt (other than the Company) of a sum sufficient to reimburse it for any tax or other governmental charge (including, without limitation, any amount in respect of any applicable stamp duty or stamp duty reserve tax) and any stock transfer or registra­tion fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and pay­ment of any applicable fees as herein provided, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compli­ance with such reasonable regulations as the Depositary may establish consis­tent with the provisions of this Deposit Agreement, including, without limitation, this Section 2.6.

The delivery of Receipts against deposits of Shares gen­erally or against deposits of particular Shares may be sus­pended, or the transfer of Receipts in particular instances may be refused, or the registration of transfer of outstanding Receipts generally may be suspended, during any period when the transfer books of the Depositary are closed, or if any such action is deemed, in good faith, necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of the Company's Articles of Association or of applicable law or regulation or of any government or governmental body or commission, or any securities exchange on which the Receipts may be listed or under any provision of this Deposit Agree­ment or the provisions of or governing Deposited Securities, or any meeting of shareholders of the Company, or for any other reason, subject to the provisions of Section 7.7 hereof.  Notwithstanding any other provision of this Deposit Agreement or the Receipts, the surrender of out­standing Receipts and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by clos­ing the transfer books of the Depositary or the Company or the deposit of Shares in connection with voting at a shareholders' meet­ing, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compli­ance with any U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities.  Without limitation of the foregoing, the Deposi­tary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered under the pro­visions of the Securities Act of 1933, unless a registration statement is in effect as to such Shares.  The Depositary will use its best efforts to comply with written instructions of the Company to not accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws in the United States and the United Kingdom.

2.7.

Lost Receipts, etc.

In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary shall execute and deliver a new Receipt of like tenor in exchange and substitution for such mutilated Receipt upon cancellation thereof, or in lieu of and in substitution for such destroyed, lost or stolen Receipt.  Before the Depositary shall execute and deliver a new Receipt in substitution for a destroyed, lost or stolen Receipt, the Owner thereof shall have (a) filed with the Depositary (i) a request for such execution and delivery before the Depositary has notice that the Receipt has been acquired by a bona fide purchaser and (ii) a sufficient indemnity bond and (b) satis­fied any other reasonable requirements imposed by the Deposi­tary, including, without limitation, evidence satisfactory to the Depositary of such destruction or loss or theft of such Receipt, the authenticity thereof and the Owner's ownership thereof.

2.8.

Cancellation and Destruction of Surrendered Receipts.

All Receipts surrendered to the Depositary shall be cancelled by the Depositary.  The Depositary is authorized to destroy Receipts so cancelled in accordance with Section 2.10.

2.9.

Pre-Release of Receipts.

Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3 hereof, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 ("Pre-Release").  The Depositary may, pursuant to Section 2.5, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released.  The Depositary may receive Receipts in lieu of Shares  in satisfaction of a Pre-Release.  Notwithstanding any provision to the contrary herein, neither the Depositary nor the Custodian shall deliver Shares in any manner or otherwise permit Shares to be withdrawn from the facility created by this Agreement, except upon the receipt and cancellation of Receipts.  Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts are to  be delivered (the "Pre-Releasee") that the Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or Receipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or Receipts, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days' notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate.  The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it reasonably deems appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application.  The Depositary will also set Dollar limits with respect to Pre­-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate.  For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder).

The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

2.10.

Maintenance of Records.

The Depositary agrees to maintain or cause its agents to maintain records of all Receipts surrendered and Deposited Securities withdrawn under Section 2.5, substitute Receipts delivered under Section 2.7, and of cancelled or destroyed Receipts under Section 2.8, in accordance with procedures ordinarily followed by stock transfer agents located in The City of New York or as required by the laws or regulations governing the Depositary.  Prior to destroying any such records, the Depositary will notify the Company and will turn such records over to the Company upon its request.

2.11.

Uncertificated American Depositary Shares; Direct Registration System.

Notwithstanding anything to the contrary in this Deposit Agreement:

(a)

American Depositary Shares may be certificated securities evidenced by Receipts or uncertificated securities.  The form of Receipt annexed as Exhibit A to this Deposit Agreement describes the terms and conditions of, and will be the prospectus required under the Securities Act of 1933 for, both certificated and uncertificated American Depositary Shares.  Except for those provisions of this Deposit Agreement that by their nature do not apply to uncertificated American Depositary Shares, all the provisions of this Deposit Agreement shall apply, mutatis mutandis, to uncertificated American Depositary Shares as well as to certificated American Depositary Shares, and to Owners and holders of uncertificated American Depositary Shares as well as to Owners and holders of Receipts.

(b)

(i)  The term “deliver”, or its noun form, when used with respect to Receipts, shall mean (A) book-entry transfer of American Depositary Shares to an account at The Depository Trust Company, or its successor (“DTC”), designated by the person entitled to such delivery, evidencing American Depositary Shares registered in the name requested by that person,  (B) registration of American Depositary Shares not evidenced by a Receipt on the books of the Depositary in the name requested by the person entitled to such delivery and  mailing to that person of a statement confirming that registration or (C) if requested by the person entitled to such delivery, delivery at the Corporate Trust Office of the Depositary to the person entitled to such delivery of one or more Receipts.

(ii)  The term “surrender”, when used with respect to Receipts, shall mean (A) one or more book-entry transfers of American Depositary Shares to the DTC account of the Depositary, (B) delivery to the Depositary at its Corporate Trust Office of an instruction to surrender American Depositary Shares not evidenced by a Receipt  or (C) surrender to the Depositary at its Corporate Trust Office of one or more Receipts evidencing American Depositary Shares.

(c)

American Depositary Shares not evidenced by Receipts shall be transferable as uncertificated registered securities under the laws of the State of New York.

(d)

The Depositary shall have a duty to register a transfer in the case of uncertificated American Depositary Shares, upon receipt from the Owner of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in subsection (f) below).  The Depositary, upon surrender of a Receipt for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel that Receipt and send the Owner a statement confirming that the Owner is the owner of the same number of uncertificated American Depositary Shares that the surrendered Receipt evidenced. The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in subsection (f) below) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall execute and deliver to the Owner a Receipt evidencing the same number of certificated American Depositary Shares.

(e)

Upon satisfaction of the conditions for replacement of a Receipt that is mutilated, lost, destroyed or stolen, the Depositary shall deliver to the Owner the American Depositary Shares evidenced by that Receipt in uncertificated form unless otherwise requested by the Owner.

(f)

(i)  The parties acknowledge that the Direct Registration System (“DRS”) and Profile Modification System (“Profile”) shall apply to uncertificated American Depositary Shares upon acceptance thereof to DRS by DTC.  DRS is the system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated American Depositary Shares, which ownership shall be evidenced by periodic statements issued by the Depositary to the Owners entitled thereto.  Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an Owner of American Depositary Shares, to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register such transfer.

(ii)  In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understand that the Depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an Owner in requesting a registration of transfer and delivery as described in subsection (a) has the actual authority to act on behalf of the Owner (notwithstanding any requirements under the Uniform Commercial Code).  For the avoidance of doubt, the provisions of Sections 5.03 and 5.08 shall apply to the matters arising from the use of the DRS.  The parties agree that the Depositary’s reliance on and compliance with instructions received by the Depositary through the DRS/Profile System and in accordance with this Deposit Agreement shall not constitute negligence or bad faith on the part of the Depositary.

3.

CERTAIN OBLIGATIONS OF OWNERS AND BENEFICIAL OWNERS OF RECEIPTS.

3.1.

Filing Proofs, Certificates and Other In­formation.

Any person presenting Shares for deposit or any Owner or Beneficial Owner of a Receipt may be required from time to time to file with the Depositary or the Custodian such proof of citizenship or residence, exchange control ap­proval, legal or beneficial ownership of Receipts, Deposited Securities or other securities, or such information relating to the registration on the books of the Company or the Foreign Registrar, if applicable, to execute such certificates and to make such representations and warranties, as the De­positary reasonably may deem necessary or proper or as the Company may require by written request to the Depositary or the Custodian.  The Depositary may withhold the delivery or registration of transfer of any Re­ceipt or the distribution of any dividend or sale or distribu­tion of rights or of the proceeds thereof or the delivery of any Deposited Securities until such proof or other information is filed or such certificates are executed or such representa­tions and warranties made to the Company's and the Depositary's satisfaction.

3.2.

Liability of Owner or Beneficial Owner for Taxes.

If any tax (including, without limitation, any amount in respect of any applicable stamp duty or stamp duty reserve tax or any successor tax thereto) or other governmental charge shall become payable by the Depositary or the Custodian with respect to any Receipt or any Deposited Securi­ties represented by any Receipt, such tax or other governmen­tal charge shall be payable by the Owner or Beneficial Owner of such Receipt to the Depositary for its benefit or for the benefit of the Custodian, as the case may be.  The Depositary may refuse, or will refuse if so instructed by the Company, to ef­fect any transfer of such Receipt or any withdrawal of Deposited Secu­rities represented by American Depositary Shares evidenced by such Receipt until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner or Beneficial Owner thereof any part or all of the Deposited Securi­ties represented by the American Depositary Shares evidenced by such Receipt, and may apply such dividends or other distri­butions or the proceeds of any such sale in payment of such tax or other governmental charge and the Owner or Beneficial Owner of such Receipt shall remain li­able for any deficiency.

3.3.

Warranties on Deposit of Shares.

Every person depositing Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor are validly issued, fully paid, nonassessable and free of any pre-emptive rights of the hold­ers of outstanding Shares and that the person making such deposit is duly authorized so to do.  Every such person (other than the Company) shall also be deemed to represent that such Shares, and the Receipts evidencing American Depositary Shares representing such Shares, are not Restricted Securities.  Such representations and warranties shall survive the deposit of Shares and issuance of Receipts.

3.4.

Disclosure of Beneficial Ownership.

Notwithstanding any other provision of this Deposit Agreement to the contrary, each Owner and Beneficial Owner of a Receipt agrees to provide such information as the Company may request in a disclosure notice (a "Disclosure Notice") given pursuant to the United Kingdom Disclosure and Transparency Rules (as amended from time to time and including any statutory modification or re-enactment thereof, the "DTRs") or the Company's Memorandum and Articles of Association, as amended from time to time.  Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with a Disclosure Notice may result in the imposition of sanctions against the holder of the Shares that the non-complying Owner or Beneficial Owner holds as shareholder or holds or is deemed to hold through his direct or indirect holding of financial instruments, as provided in the DTRs and the Company's Memorandum and Articles of Association, as amended from time to time (including, without limitation, the withdrawal of voting rights or, in certain circumstances, in relation to the non-complying Owner, the withholding of any payments, including dividends and payments of a capital nature, in respect of those Shares, voiding any transfers of those Shares, prohibiting the issuance of additional shares by way of rights or bonus entitlement in respect of those Shares and the nullification of any agreement to effect any of the acts subject to the restrictions by virtue of the sanctions).

In addition, each Owner and Beneficial Owner of a Receipt agrees to comply with the provisions of the DTRs with regard to the notification to the Company of holdings in Shares, which currently provide, inter alia that any holder of Receipts or other person who holds or is deemed to hold through his direct or indirect holding of financial instruments (within the meaning of the DTRs) 3% or more of the outstanding Shares, or is aware that another person for whom it holds such Receipts or holds American Depositary Shares directly or indirectly has a holding of that amount, must within two United Kingdom trading days after acquiring that holding or becoming so aware (and thereafter in certain circumstances upon any change in that holding amounting to at least one percent (1%) of the outstanding Shares) notify the Company as required by the DTRs.  Each Owner and Beneficial Owner of a Receipt acknowledges that it understands that failure to comply with the DTRs in this regard may similarly result in the imposition of the sanctions described in the first paragraph of this Section 3.4.

In the event that the Company determines that there has been a failure to comply with a Disclosure Notice with respect to any Deposited Securities and that sanctions are to be imposed against such Deposited Securities pursuant to the DTRs by a court or regulatory body of competent jurisdiction or pursuant to the Company's Memorandum and Articles of Association by the Company, the Company shall so notify the Depositary, giving full details thereof, and shall instruct the Depositary in writing as to the application of such sanctions to the Deposited Securities.  Except as prohibited by applicable law, the Depositary agrees to use reasonable efforts to comply with any such instructions requesting that the Depositary take the reasonable and feasible actions specified therein to apply such sanctions.

If the Company requests information from the Depositary or the Custodian, as the registered holders of Shares, pursuant to the Company's Memorandum and Articles of Association or the DTRs, the Depositary agrees to use, and to cause the Custodian to use, reasonable efforts to comply with any reasonable instructions received from the Company requesting the Depositary to take the reasonable actions specified therein to obtain such information.

4.

  THE DEPOSITED SECURITIES.

4.1.

Cash Distributions.

Whenever the Depositary shall receive any cash divi­dend or other cash distribution on any Deposited Securi­ties, the Depositary shall, as promptly as practicable after its receipt thereof subject to the provisions of Sec­tion 4.5, convert such dividend or distribu­tion into Dollars (if not in Dollars) and shall, as promptly as practicable, distribute the amount thus received to the Owners entitled thereto, in proportion to the number of American Depositary Shares representing such Depos­ited Securi­ties held by them respectively; provided, however, that in the event that the Company or the Depositary shall be required to withhold and does withhold from such cash dividend or such other cash distribu­tion an amount on ac­count of taxes, the amount distributed to the Owner of the Receipts evidencing American Depositary Shares representing the Deposited Securi­ties on account of which taxes are owed shall be reduced ac­cordingly.  The Depositary shall dis­tribute only such amount, however, as can be distributed with­out attributing to any Owner a fraction of one cent.  Any such fractional amounts shall be rounded to the nearest whole cent and so distributed to Owners entitled thereto.  The Depositary will forward to the Company or its agent such infor­mation from its records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental agencies, and the Depositary or the Company or its agent may file any such reports necessary to obtain benefits under the ap­plicable tax treaties for the Owners of Receipts.

4.2.

Distributions Other Than Cash, Shares or Rights.

Subject to the provisions of Section 4.11 and Sec­tion 5.9, whenever the Depositary shall receive any distribu­tion other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, as promptly as practicable after receipt thereof, cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may reasonably deem equi­table and practicable for accomplishing such distribution; provided, however, that if in the reasonable opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (includ­ing, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be regis­tered under the Securities Act of 1933 in order to be distrib­uted to Owners or Beneficial Owners) the Depositary or the Company reasonably deems such distribu­tion not to be feasible, the Depositary may, after consultation with the Company, adopt such method as it may reasonably deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution re­ceived in cash; provided, however, that no distribution to Owners pursuant to this Section 4.2 shall be unreasonably delayed by any action of the Depositary or any of its agents.

4.3.

Distributions in Shares.

If any distribu­tion upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may, and shall if the Company so requests, distribute, as promptly as practicable, to the Owners of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts evidencing an aggregate num­ber of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with re­spect to the deposit of Shares and the issuance of American Depositary Shares evidenced by Receipts, including the with­holding of any tax or other governmental charge as provided in Section 4.11 and the payment of fees and charges of the Depositary as pro­vided in Section 5.9.  In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary shall sell the amount of Shares represented by the aggregate of such fractions and distribute the net proceeds, all in the manner and subject to the condi­tions described in Section 4.1; provided, however, that no distribution to Owners pursuant to this Section 4.3 shall be unreasonably delayed by any action of the Depositary or any of its agents.  If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also repre­sent the additional Shares distributed upon the Deposited Se­curities represented thereby.  

4.4.

Rights.

In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary shall, after consultation with the Company, have discretion as to the procedure to be followed in making rights available to any Owners or in disposing of such rights on behalf of any Owners and making, as promptly as practicable, the net proceeds available to such Owners or, if by the terms of such rights offering or for any other reason, the Depositary may not either make such rights avail­able to any Owners or dispose of such rights and make the net proceeds available to such Owners, then the Depositary shall allow the rights to lapse.  If at the time of the offering of any rights the Depositary determines, after consultation with the Company, in its reasonable discretion that it is lawful and feasible to make such rights available to all Owners or to certain Owners but not to other Owners, the De­positary may distribute to any Owner to whom it determines the distribution to be lawful and feasible, in proportion to the number of American Depositary Shares held by such Owner, war­rants or other instruments therefor in such form as it deems appropriate.

In circumstances in which rights would otherwise not be distributed, if an Owner of Receipts requests the distribu­tion of warrants or other instruments in order to exercise the rights allocable to the American Depositary Shares of such Owner hereunder, the Depositary will make such rights avail­able to such Owner, as promptly as practicable, only upon written notice from the Company to the Depositary that (a) the Company has elected in its sole discre­tion to permit such rights to be exercised and (b) such Owner has executed such documents as the Company has determined in its sole discretion are reasonably required under applicable law.

If the Depositary has distributed warrants or other instruments for rights to all or certain Owners, then upon instruction from such an Owner pursuant to such warrants or other instruments to the Depositary from such Owner to exer­cise such rights, upon payment by such Owner to the Depositary for the account of such Owner of an amount equal to the pur­chase price of the Shares to be received upon the exercise of the rights, and upon payment of the fees of the Depositary and any other charges as set forth in such warrants or other in­struments, the Depositary shall, on behalf of such Owner, ex­ercise the rights and purchase the Shares, and the Company shall cause the Shares so purchased to be delivered to the Depositary on behalf of such Owner.  As agent for such Owner, the Depositary will cause the Shares so purchased to be depos­ited, as promptly as practicable, pursuant to Section 2.2 of this Deposit Agreement, and shall, as promptly as practicable, pursuant to Section 2.3 of this Deposit Agreement, ex­ecute and deliver Receipts to such Owner.  In the case of a distribution pursuant to the second paragraph of this section, such Receipts shall be legended in accordance with applicable U.S. laws, and shall be subject to the appropriate restric­tions on sale, deposit, cancellation, and transfer under such laws.

If the Depositary determines in its reasonable discretion that it is not lawful and feasible to make such rights available to all or certain Owners, it may sell the rights, warrants or other instruments in proportion to the number of American De­positary Shares held by the Owners to whom it has determined it may not lawfully or feasibly make such rights available, and allocate the net proceeds of such sales (net of the fees and charges of the Depositary as provided in Section 5.9 and all taxes and governmental charges payable in connection with such rights and subject to the terms and conditions of this Deposit Agree­ment) for the account of such Owners otherwise entitled to such rights, warrants or other instruments, upon an averaged or other practical basis without regard to any distinctions among such Owners because of exchange restrictions or the date of delivery of any Receipt or otherwise.  Such proceeds shall be distributed as promptly as practicable in accordance with Section 4.1 hereof.

The Depositary will not offer rights to Owners un­less both the rights and the securities to which such rights relate are either exempt from registration under the Securi­ties Act of 1933 with respect to a distribution to Owners or are registered under the provisions of such Act; provided, that, nothing in this Deposit Agreement shall create any obligation on the part of the Company to file a registration statement with respect to such rights or underlying securities or to endeavor to have such a registration statement declared effective.  If an Owner of Receipts requests distribution of warrants or other instru­ments, notwithstanding that there has been no such registra­tion under such Act, the Depositary shall not effect such dis­tribution unless it has received an opinion from recognized counsel in the United States for the Company, upon which the Depositary may rely that such distribution to such Owner is exempt from such registration.

The Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Owners in general or any Owner in particular.

4.5.

Conversion of Foreign Currency.

Whenever the Depositary or the Custodian shall receive foreign cur­rency, by way of dividends or other distributions or the net proceeds from the sale of securities, property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary shall convert or cause to be converted, as promptly as practicable, by sale or in any other manner that it may determine, such foreign currency into Dollars, and such Dol­lars shall be promptly distributed to the Owners entitled thereto or, if the Depositary shall have distributed any warrants or other instruments which entitle the holders thereof to such Dollars, then to the holders of such warrants and/or instru­ments upon surrender thereof for cancellation.  Such distribu­tion may be made upon an averaged or other equitable basis without regard to any distinctions among Owners on account of exchange restrictions, the date of delivery of any Receipt or otherwise and shall be net of any reasonable expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9.

If such conversion or distribution can be effected only with the approval or license of any government or agency thereof, the Depositary shall file such application for ap­proval or license, as promptly as practicable.

If at any time the Depositary shall determine that in its judgment any foreign currency received by the Deposi­tary or the Custodian is not, pursuant to applicable law convertible in whole or in part on a reasonable basis into Dol­lars transfer­able to the United States, or if any approval or li­cense of any government or agency thereof which is required for such conversion is denied or in the reasonable opinion of the Deposi­tary cannot be obtained in a reasonable amount of time, or if any such approval or license is not obtained within a reasonable period as reasonably determined by the Depositary, the Depositary shall, (a) as to that portion of the foreign currency that is convertible into Dollars, make such conversion and, to the extent permitted by applicable law, transfer such Dollars to the United States for distribution as promptly as practicable in accordance with the first paragraph of this Section 4.5 and (b) as to the inconvertible balance, if any, (i) if requested by an Owner, distribute the foreign currency (or an appropriate document evidencing the right to receive such foreign currency) received by the Depositary to such Owner and (ii) if not so requested by an Owner, may hold such foreign currency uninvested and without liability for interest thereon for the respective accounts of the Owners entitled to receive the same.

4.6.

Fixing of Record Date.

Whenever any cash dividend or other cash distribu­tion shall become payable or any distribution other than cash shall be made, or whenever rights shall be issued with respect to the Deposited Securi­ties, or whenever for any reason the Depositary causes a change in the number of Shares that are represented by each American Depositary Share, or whenever the Depositary shall receive notice of any meeting of holders of Shares or other Deposited Securities or whenever reasonably requested by the Company, the Depositary shall fix a record date (which shall be as near as practicable to any corresponding record date set by the Company) (a) for the determination of the Owners who shall be (i) entitled to receive such dividend, distribution or rights or the net proceeds of the sale thereof or (ii) en­titled to give instructions for the exercise of voting rights at any such meeting or (b) on or after which each American Depositary Share will represent the changed number of Shares.  Subject to the provi­sions of Sections 4.1 through 4.5 and to the other terms and conditions of this Deposit Agree­ment, the Owners on such record date shall be entitled, as the case may be, to receive the amount distribut­able by the Depositary with respect to such dividend or other distribution or such rights or the net proceeds of sale thereof in propor­tion to the num­ber of American Depositary Shares held by them respectively, to give voting instructions and to act in respect of any other such matter.

4.7.

Voting of Deposited Securities.

Upon receipt of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, if requested in writing by the Company the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners as of the close of busi­ness on a specified record date will be entitled, subject to any applicable provision of English law and of the Memorandum and Articles of Association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securi­ties represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given , including an express indication that such instructions may be given or deemed given in accordance with the last sentence of this paragraph if no instruction is received, to the Depositary to give a discretionary proxy to a person designated by the Company.  Upon the written request of an Owner on such record date, received on or before the date es­tablished by the Depositary for such purpose, (the "Instruc­tion Date") the Depositary shall endeavor, in so far as prac­ticable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Deposi­tary Shares evidenced by such Receipt in accordance with the instruc­tions set forth in such request, including any instruction to abstain from voting.  The Depositary shall not vote or attempt to exercise the right to vote that at­taches to the Shares or other Deposited Securities, other than in ac­cordance with such instructions or deemed instructions.  If no instructions are received by the Depositary from any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Owner's Receipts on or before the Instruction Date, the Depositary shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be given with respect to any matter as to which the Company informs the Depositary that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) such matter prejudices any substantial existing rights of holders of Shares or other Deposited Securities.

Although the Depositary shall endeavor, insofar as practicable, to deliver the notice described in the preceding paragraph reasonably in advance of the Instruction Date, there can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph.

4.8.

Changes Affecting Deposited Securities.

In circumstances where the provisions of Section 4.3 do not apply, upon any change in nominal value, change in par value, split-up, consolidation, cancellation or any other reclassifica­tion of Deposited Securities, or upon any recapitalization, reorga­nization, scheme of arrangement, merger or consolidation or sale of assets af­fecting the Company or to which it is a party, any securities which shall be received by the Depositary or a Custodian in exchange for or in conversion of or in respect of Deposited Securities, shall be treated as new Deposited Securities under this De­posit Agreement, and American Depositary Shares shall thence­forth represent in addition, as the case may be, to the existing Deposited Securities, the new Deposited Securities so received in exchange or conversion, unless additional Receipts are deliv­ered pursu­ant to the following sentence and provided that upon any combination or consolidation of the Deposited Securities, the aggregate amount of American Depositary Shares representing the aggregate amount of Deposited Securities shall be reduced to the extent required in the reasonable judgment of the Company after consultation with the Depositary to maintain the then existing ratio of American Depositary Shares to ADSs.  In any such case the Depositary may with the Company's approval, and shall if the Company shall so request, ex­ecute and deliver additional Receipts as in the case of a dividend in Shares, or call for the surrender of outstand­ing Receipts to be exchanged for new Receipts specifically de­scribing such new Deposited Securities, and negotiate in good faith to agree any necessary amendment to this Deposit Agreement to give effect to this Section 4.8.

4.9.

Reports.

The Depositary shall make avail­able for inspection by Owners at its Corporate Trust Office any reports and com­munications, including any proxy soliciting material, received from the Company which are both (a) received by the Depositary, the Custodian or a nominee of either as the holder of the Deposited Securities and (b) made gener­ally available to the holders of such Deposited Securities by the Company.  The Depositary shall also, upon written request, send to the Owners cop­ies of such reports furnished by the Company pursuant to Section 5.6.

4.10.

Lists of Owners.

As promptly as practicable upon request by the Company, the Depositary shall furnish to it a list, as of the most recent practicable date or such earlier date as specified by the Company if possible, of the names, addresses and holdings of American Depositary Shares by all persons in whose names Re­ceipts are registered on the books of the Depositary.

4.11.

Withholding.

In connection with any distribution to Owners, the Company will remit to the appropriate governmental authority or agency all amounts (if any) required to be actually withheld and owing to such authority or agency by the Company; and the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Depositary or the Custodian.  The Depositary will forward to the Company such information from its records as the Company may reasonably request to enable the Company to file necessary reports with governmental authorities or agencies and either the Company or the Depositary may file any such reports necessary to obtain benefits under any applicable tax treaties for Owners.

In the event that the Depositary determines that any distribution in property (including Shares and rights to sub­scribe therefor) is subject to any tax or other governmental charge which the Depositary is obligated to with­hold, the De­positary may by public or private sale dispose of all or a portion of such property (including Shares and rights to sub­scribe therefor) in such amounts and in such reasonable manner as the Depositary deems necessary and practicable to pay any such taxes or charges and the Depositary shall, as promptly as practicable, distribute the net proceeds of any such sale after deduction of such taxes or charges to the Owners entitled thereto in proportion to the number of American Depositary Shares held by them respec­­­­­­­­tively.

The Depositary agrees to use its best efforts that are reasonable in the circumstances to make and maintain arrangements from time to time to enable persons that are considered United States residents for purposes of applicable law to receive any rebates, tax credits or other benefits (pursuant to treaty or otherwise) relating to distributions on the American Depositary Shares to which such persons are entitled; provided, however, that the Depositary shall not be required to follow any procedures, or participate in any arrangements relating to the refund of withholding tax if it determines in good faith in consultation with the Company that its participation in the refund process is no longer lawful or feasible.

5.

  THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY.

5.1.

Maintenance of Office and Transfer Books by the Depositary.

Until termination of this Deposit Agree­ment in ac­cordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of trans­fers and surrender of Receipts in ac­cordance with the provi­sions of this Deposit Agreement.

The Depositary shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Owners, provided that such inspection shall not be for the purpose of com­­­­­­­­­­­­­­­­municating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the Receipts.

The Company shall have the right to inspect at all reasonable times transfer and registration records of the Depositary, take copies thereof and require the Depositary, the Registrar and any co-transfer agents or co-registrars to supply copies of such portions of such records as the Company may request.

The Depositary may close the transfer books, at any time or from time to time, when reasonably deemed expedient by it in con­nec­tion with the performance of its duties hereunder, and shall do so at the reasonable request of the Company; provided, that any such closing of the transfer books shall be subject to the provisions of Section 2.6 hereof, which limit the suspension of withdrawals of Shares.

If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges in the United States, the Depositary shall act as Registrar or upon the request or with the approval of the Company appoint a Registrar or one or more co-registrars for registry of such Receipts in accordance with any requirements of such exchange or exchanges.  Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary upon the request or with the approval of the Company.

5.2.

Prevention or Delay in Performance by the Depositary or the Company.

Neither the Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall incur any liability to any Owner or Beneficial Owner of any Receipt, if by reason of any provision of any present or future law or regu­lation of the United States or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any provision, present or future, of the Articles of Association of the Company, or by reason of any act of God or war or other circumstances beyond its control, the Depositary or the Company shall be prevented or forbidden from, or be sub­ject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement it is provided shall be done or performed; nor shall the Depositary or the Company nor any of their respective directors, employees, agents or affiliates incur any liability to any Owner or Beneficial Owner of any Receipt by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is pro­vided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agree­ment.  Where, by the terms of a dis­tribution pursuant to Sec­tions 4.1, 4.2, or 4.3 of the Deposit Agreement, or an of­fering or distribution pursuant to Section 4.4 of the Deposit Agreement, or for any other reason, the Depositary is prevented or prohibited from making such distribution or of­fering available to Owners, or the Depositary is prevented or prohibited from disposing of such distribution or offering on behalf of such Owners and making the net proceeds available to such Owners, then the Depositary shall not make such distribu­tion or offering, and shall allow any rights, if applicable, to lapse.

5.3.

Obligations of the Depositary, the Custo­dian and the Company.

The Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Own­ers or Beneficial Owners of Receipts, except that it agrees to perform its obligations specifically set forth in this Deposit Agree­ment without negligence or bad faith.

The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owner of any Receipt (including, without limitation, liability with respect to the validity or worth of the Depos­ited Securities), except that it agrees to perform its obliga­tions specifically set forth in this Deposit Agreement without negligence or bad faith.

Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securi­ties or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfac­tory to it against all expense and liability shall be fur­nished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary.

Neither the Depositary nor the Company shall be li­able for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to be competent to give such advice or information.

The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in con­nection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary.

The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the De­posited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith.

No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agree­ment.

5.4.

Resignation and Removal of the Depositary.

The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to take effect upon the ap­pointment of a successor depositary and its acceptance of such appointment as hereinafter provided.

The Depositary may at any time be removed by the Company by written notice of such removal effective upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided.

In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use all reasonable ef­forts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York.  Every successor depositary shall ex­ecute and deliver to its predecessor and to the Company an in­strument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, pow­ers, duties and obligations of its predecessor; but such pre­decessor, nevertheless, upon payment of all sums due it and on the written request of the Company shall execute and deliver an instrument transferring to such successor all rights and pow­ers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such suc­cessor a list of the Owners of all outstanding Receipts.  Any such successor depositary shall promptly mail notice of its appointment to the Owners.

Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

5.5.

The Custodian.

The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it, and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreement.  Any Custodian may resign and be discharged from its duties hereunder by notice of such resig­nation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective.  If upon such resignation there shall be no Custodian acting here­under, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (which approval shall not be unreasonably withheld), each of which shall thereafter be a Custodian hereunder.  Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint substitute or ad­ditional custodian or custodians, which shall thereafter be one of the Custodians hereunder.  Upon demand of the Deposi­tary any Custodian shall deliver such of the Deposited Securi­ties held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians.  Each custodian appointed hereunder (other than The Bank of New York) shall deliver to the Depositary and the Company, forthwith upon its appoint­ment, a notice accepting such appointment satisfactory in form and substance to the Depositary.  The Depositary shall, as promptly as practicable, give notice in writing to all Owners of the name and location of the Custodian upon the appointment of any Custodian not named in the Receipts.

Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forth­with become, without any further act or writing, the agent hereunder of such successor depositary and the appoint­ment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such in­struments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such suc­cessor depositary.

5.6.

Notices and Reports.

On or before the first date on which the Company gives notice, by publication or otherwise, of any meeting of holders of Shares or other Deposited Securities, or of any adjourned meeting of such holders, or of the taking of any action in respect of any cash or other distributions or the offering of any rights, the Company agrees to transmit to the Depositary and the Custodian a copy of the notice thereof in the form given or to be given to holders of Shares or other Deposited Securities.

The Company will arrange for the prompt transmittal to the De­positary and the Custodian of such notices and any other re­ports and communications which are made generally available by the Company to holders of its Shares.  If requested in writ­ing by the Company, the Depositary will ar­range for the mail­ing, as promptly as practicable, of cop­ies of such notices, reports and communications to all Owners or, at the request of the Company, make such notices, reports and other communications available to all Owners on a basis similar to that for holders of Shares or other Deposited Securities, or on such other basis as the Company may advise the Depositary may be required by any applicable law, regulation or stock exchange requirement.  The Company will timely provide the Depositary with the quantity of such notices, reports, and communications, as requested by the Depositary from time to time, in order for the Depositary to effect such mailings or otherwise make such documents available to Owners in accordance with the foregoing.  

5.7.

Distribution of Additional Shares, Rights, etc.

The Company agrees that in the event of any issuance or distribu­tion of (1) ad­ditional Shares, (2) rights to sub­scribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities, (each a "Distri­bution") the Company will promptly furnish to the Depositary a written opinion from U.S. counsel for the Company, which coun­sel shall be reasonably satisfactory to the Depositary, stating whether or not the Distribution requires a registration statement un­der the Securities Act of 1933 to be in effect prior to making such Distribution available to Owners entitled thereto.  If in the opinion of such counsel a registration statement is re­quired, such counsel shall furnish to the Depositary a writ­ten opinion as to whether or not there is a Registration Statement in ef­fect which will cover such Distribution.

Nothing in this Section 5.7 or elsewhere in this Deposit Agreement shall create any obligation on the part of the Company to file a registration statement with respect to a Distribution or to endeavor to have any registration statement declared effective.

The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time deposit any Shares, either originally issued or previously issued and re­acquired by the Company or any such Affiliate, unless a reg­istra­tion statement is in effect as to such Shares under the Securities Act of 1933, or an exemption from such registration requirement is, in the view of Company, available.

5.8.

Indemnification.

The Company agrees to indemnify the Depositary, its directors, employees, agents and affiliates and any Custodian (the "indemnified persons") against, and hold each of them harmless from, any liability or expense (including, but not limited to, the reasonable fees and expenses of counsel) which may arise out of acts performed or omitted, in accordance with the provisions of this Deposit Agreement and of the Receipts, as the same may be amended, modified or supplemented from time to time, (i) by either the Depositary or a Custodian or their respective directors, employees, agents and Affiliates, except for any liability or expense arising out of the negligence or bad faith of either of them, or (ii) by the Company or any of its directors, employees, agents and Affiliates.

The indemnities contained in the preceding paragraph shall not extend to any liability or expense which arises solely and exclusively out of a Pre-Release (as defined in Section 2.9) of a Receipt or Receipts in accordance with Section 2.9 and which would not otherwise have arisen had such Receipt or Receipts not been the subject of a Pre-Release pursuant to Section 2.9; provided, however, that the indemnities provided in the preceding paragraph shall apply to any such liability or expense (i) to the extent that such liability or expense would have arisen had a Receipt or Receipts not been the subject of a Pre-Release, or (ii) which may arise out of any misstatement or alleged misstatement or omission or alleged omission in any registration statement, proxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement memorandum) relating to the offer or sale of American Depositary Shares, except to the extent any such liability or expense arises out of (a) information relating to the Depositary or any Custodian (other than the Company), as applicable, furnished in writing and not materially changed or altered by the Company expressly for use in any of the foregoing documents, or, (b) if such information is provided, the failure to state a material fact necessary to make the information provided not misleading.

The Depositary agrees to indemnify the Company, its directors, employees, agents and affiliates and hold them harmless from any liability or expense (including reasonable fees and expenses of counsel) which may arise out of acts performed or omitted by the Depositary or its Custodian or their respective directors, employees, agents and af­­­­­­­­fili­ates due to their negligence or bad faith.

The obligations set forth in this Section shall survive the termination of this Deposit Agreement and the succession or substitution of any indemnified person.

5.9.

Charges of Depositary.

The Company agrees to pay the fees and reasonable ex­penses of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time.  The Depositary shall present its statement for such fees and expenses to the Company once every three months.  The fees and expenses of the Custodian are for the sole account of the Depositary.

The following charges shall be incurred by any party de­positing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange regarding the Receipts or Deposited Securities or a distribu­tion of Re­ceipts pursuant to Section 4.3), whichever ap­­­­­­­­­­plicable: (1) taxes (including, without limitation, amount in respect of any applicable stamp duty or stamp duty reserve tax or any successor tax thereto) and other governmental charges, (2) such registration fees as may from time to time be in effect for the registra­tion of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or with­drawals hereunder, (3) such cable, telex and facsimile trans­mission expenses as are expressly provided in this Deposit Agreement, (4) such reasonable expenses as are incurred by the Depositary in the conversion of foreign cur­rency pursuant to Section 4.5 (5) a fee of $5.00 or less per 100 American De­positary Shares (or portion thereof) for the execution and delivery of Re­ceipts pursuant to Section 2.3, 4.3 or 4.4, and the surrender of Receipts pursuant to Section 2.5 or 6.2 and (6) a fee for the dis­tribution of securities pursuant to Section 4.2, such fee be­ing in an amount equal to the fee for the execution and de­livery of Ameri­can Depositary Shares re­ferred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (6) treating all such securities as if they were Shares), but which securities are instead distributed by the Depositary to Owners.

The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

5.10.

Retention of Depositary Documents.

The Depositary is authorized to destroy those docu­ments, records, bills and other data compiled during the term of this Deposit Agreement at the times permitted by the laws or regulations governing the Depositary un­less the Company re­quests that such papers be retained for a longer period or turned over to the Company or to a successor depositary.

5.11.

Exclusivity.

The Company agrees not to ap­point any other deposi­tary for issuance of American Depositary Receipts so long as The Bank of New York is acting as Depositary hereunder.

5.12.

List of Restricted Securities Owners.

From time to time, upon the request of the Depositary the Company shall provide to the Depositary a list setting forth, to the actual knowledge of the Company, those persons or entities who beneficially own Restricted Securities and the Company shall update that list upon the request of the Depositary.  The Company agrees to advise in writing each of the persons or entities so listed that such Restricted Se­curities are ineligible for deposit hereunder.  The Depositary may rely on such a list or update but shall not be liable for any ac­tion or omission made in reliance thereon.

5.13.

Available Information.

The Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, ac­cordingly, files certain reports with the Commission.  Such reports and communications will be available for inspection and copying at the public reference fa­cilities maintained by the Commission.

6.

  AMENDMENT AND TERMINATION.

6.1.

Amendment.

The form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary in any respect which they may deem neces­sary or desirable without the consent of the Owners or Beneficial Owners.  Any amendment which shall impose or increase any fees or charges (other than taxes and other governmental charges, registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or which shall other­wise preju­dice any substantial existing right of Owners, shall, however, not become effective as to outstand­ing Receipts until the ex­piration of 30 days after notice of such amendment shall have been given to the Owners of out­standing Receipts.  Every Owner at the time any amendment so becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Deposit Agree­ment as amended thereby.  In no event shall any amendment im­pair the right of the Owner of any Receipt to sur­render such Receipt and receive therefor the Deposited Securi­ties repre­sented thereby, except in order to comply with mandatory pro­visions of applicable law.

6.2.

Termination.

The Depositary shall at any time at the direction of the Company terminate this Deposit Agreement by mailing notice of such termination to the Owners of all Receipts then out­standing at least 90 days prior to the date fixed in such no­tice for such termination.  The Depositary may likewise termi­nate this Deposit Agreement by mailing notice of such termina­tion to the Company and the Owners of all Receipts then out­standing if at any time 180 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a suc­cessor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4.  On and after the date of termina­tion, the Owner of a Receipt will, upon (a) surrender of such Receipt at the Corporate Trust Office of the Depositary, (b) payment of the fee of the Depositary for the surrender of Receipts re­ferred to in Section 2.5, and (c) payment of any applicable taxes or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securi­ties rep­resented by the American Depositary Shares evidenced by such Receipt.  If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter shall discon­tinue the registration of transfers of Receipts, shall suspend the distribution of dividends to the Owners thereof, and shall not give any further notices or perform any further acts under this Deposit Agreement, except that the Depositary shall con­tinue to col­lect dividends and other distributions pertaining to Deposited Securities, shall sell rights as provided in this Deposit Agreement, and shall continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts sur­rendered to the Depositary (after deducting, in each case, the fees and charges of the Depositary for the surrender of a Receipt, any ex­penses for the account of the Owner of such Receipt in ac­cordance with the terms and condi­tions of this Deposit Agree­ment, and any applicable taxes or governmental charges).  At any time after the expiration of one year from the date of termination, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, unsegregated and without li­ability for interest, for the pro rata benefit of the Owners of Receipts which have not theretofore been sur­rendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds.  After making such sale, the Depositary shall be discharged from all obliga­tions under this Deposit Agreement, except to account for such net proceeds and other cash (after deducting, in each case, the fee of the De­positary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and condi­tions of this Deposit Agreement, and any ap­plicable taxes or governmental charges).  Upon the termination of this Deposit Agreement, the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary under Sections 5.8 and 5.9 hereof.

7.

  MISCELLANEOUS.

7.1.

Counterparts.

This Deposit Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of such counterparts shall constitute one and the same instrument.  Copies of this Deposit Agreement shall be filed with the Depositary and the Custodians and shall be open to inspection by any holder or Owner of a Receipt during business hours.

7.2.

No Third Party Beneficiaries.

This Deposit Agreement is for the exclusive benefit of the parties hereto and shall not be deemed to give any le­gal or equitable right, remedy or claim whatsoever to any other person.

7.3.

Severability.

In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or be­come invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provi­sions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby.

7.4.

Owners and Beneficial Owners as Parties; Binding Ef­fect.

The Owners and Beneficial Owners of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts by acceptance thereof.

7.5.

Notices.

Any and all notices to be given to the Company shall be deemed to have been duly given if personally delivered or sent by mail or cable, telex or facsimile transmission con­firmed by letter, addressed to Diageo plc, at Xxxxxxxxx Xxxxx, 0 Xxxxxxxxx Xxxxx, Xxxxxx, X0X 0XX, England, Attention: Company Secretary, or any other place to which the Company may have transferred its prin­cipal office.

Any and all notices to be given to the Depositary shall be deemed to have been duly given if in English and per­sonally delivered or sent by mail or cable, telex or facsimile transmission confirmed by letter, addressed to The Bank of New York Mellon, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: American Depositary Receipt Administration, or any other place to which the Depositary may have transferred its Corporate Trust Office.

Any and all notices to be given to any Owner shall be deemed to have been duly given if personally delivered or sent by mail or cable, telex or facsimile transmission con­firmed by letter, addressed to such Owner at the address of such Owner as it appears on the transfer books for Receipts of the Depositary, or, if such Owner shall have filed with the Depositary a written request that notices intended for such Owner be mailed to some other address, at the address desig­nated in such request.

Delivery of a notice sent by mail or cable, telex or facsimile transmission shall be deemed to be effected at the time when a duly addressed letter containing the same (or a confirmation thereof in the case of a cable, telex or fac­simile transmission) is deposited, postage prepaid, in a post-office letter box.  The Depositary or the Company may, however, act upon any cable, telex or facsimile transmission received by it, notwithstanding that such cable, telex or fac­simile transmis­sion shall not subsequently be confirmed by letter as aforesaid.

7.6.

Governing Law.

This Deposit Agreement and the Receipts shall be interpreted and all rights hereunder and thereunder and provi­sions hereof and thereof shall be governed by the laws of the State of New York.

7.7.

Compliance with U.S. Securities Laws.

Notwithstanding anything in this Deposit Agreement to the contrary, the Company and the Depositary each agrees that it will not exercise any rights it has under this Deposit Agreement to permit the withdrawal or delivery of Deposited Securities in a manner which would violate the U.S. securities laws, including, but not limited to, Section I.A.(1) of the General Instructions to the Form F-6 Registration Statement, as amended from time to time, under the Securities Act of 1933.

IN WITNESS WHEREOF, DIAGEO PLC and THE BANK OF NEW YORK MELLON have duly executed this Deposit Agreement as of the day and year first set forth above and all Owners and Beneficial Owners shall become parties hereto upon acceptance by them of American Depositary Shares issued in accordance with the terms hereof.

DIAGEO PLC

By: ______________________

    Name:

    Title:

THE BANK OF NEW YORK

MELLON, as Depositary

By: ______________________

    Name:

    Title: