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 ________, 2011Deposit Agreement • February 24th, 2011 • Bank of New York / Adr Division • American depositary receipts • New York
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.
Exhibit A to Deposit AgreementDeposit Agreement • February 24th, 2011 • Bank of New York / Adr Division • American depositary receipts
representing deposited ordinary shares (herein called "Shares") of Diageo plc, incorporated under the laws of England and Wales (herein called the "Company"). At the date hereof, each American Depositary Share represents four (4) Shares which are either deposited or subject to deposit under the deposit agreement at the London, England office of The Bank of New York Mellon (herein called the "Custodian"). The Depositary's Corporate Trust Office is located at a different address than its principal executive office. Its Corporate Trust Office is located at 101 Barclay Street, New York, N.Y. 10286, and its principal executive office is located at One Wall Street, New York, N.Y. 10286.
THE BANK OF NEW YORK MELLONThird Amended and Restated Deposit Agreement • February 24th, 2011 • Bank of New York / Adr Division • American depositary receipts
We refer to the Deposit Agreement. Capitalized terms defined in the Deposit Agreement and not otherwise defined herein are used herein as defined in the Deposit Agreement.
