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EXHIBIT 4.4

DATED 16 OCTOBER 2002

GRANADA PLC
-AND-
CARLTON COMMUNICATIONS PLC
MERGER AGREEMENT

LOVELLS

Portions of this merger agreement have been omitted and filed separately with the
Securities and Exchange Commission pursuant to a request for confidential treatment

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TABLE OF CONTENTS



|                                                        
|--------------------------------------------------------
|SCHEDULE 1    PRESS ANNOUNCEMENT                        
|SCHEDULE 2    PRELIMINARY STRUCTURE PAPER               
|SCHEDULE 3    EMPLOYEE SHARE SCHEMES AND EMPLOYEE MATTER
|SCHEDULE 4    TAX COVENANT                              

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A MERGER AGREEMENTmade on 16 October 2002

BETWEEN:

Granada plc(registered number 3962410) whose registered office is at The London Television Centre, Upper Ground, London SE1 9LT
("Granada"); and

Carlton Communications plc(registered number 348312) whose registered office is at 25 Knightsbridge, London SW1X 7RZ
("Carlton").

WHEREAS:

IT IS AGREEDas follows

1.    DEFINITIONS



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*  The confidential portion of this section of the merger agreement has been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.



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2.    PRESS ANNOUNCEMENT AND SHAREHOLDER DOCUMENTATION





3.    COMPENSATION PAYMENT

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*  The confidential portion of this section of the merger agreement has been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.

4.    EXCLUSIVITY AND CONDUCT PENDING COMPLETION OF THE MERGER

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*  The confidential portion of this section of the merger agreement has been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.

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*  The confidential portion of this section of the merger agreement has been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.

---

*  The confidential portion of this section of the merger agreement has been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.

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---

*  The confidential portion of this section of the merger agreement has been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.



---

*  The confidential portion of this section of the merger agreement has been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.



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*  The confidential portion of this section of the merger agreement has been omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.

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5.    REGULATORY ISSUES

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6.    TRANSACTION STRUCTURE

7.    TERMINATION

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8.    COSTS

Each
party shall pay its own costs and expenses incidental to this Agreement.

9.    ANNOUNCEMENTS

10.  MISCELLANEOUS

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11.  NOTICES





12.  GOVERNING LAW AND JURISDICTION

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SCHEDULE 1    PRESS ANNOUNCEMENT

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN.

|16 OCTOBER 2002 |  | FOR IMMEDIATE RELEASE
|--------------- |  | ---------------------

PART ONE OF TWO

GRANADA AND CARLTON MERGER TO PAVE THE WAY FOR A CONSOLIDATED ITV

Summary

Carlton and Granada announce an agreed merger, paving the way for a fully consolidated ITV. The new company will be one of the leading commercial broadcasters in
Europe. Together, Granada and Carlton will:



Granada
and Carlton have long believed in the vision of creating one ITV. As one company, with one management and one clear focus, the new business will be able to compete more
effectively in the multi-channel world. The Merged Group will be more efficiently managed and will have scale and reach and a strong, distinctive consumer brand.

In
addition, the boards of Granada and Carlton believe that the Merger will help to create a virtuous circle of maximising investment in quality programming leading to increased viewing,
generating greater advertising demand and consequently allowing further investment.

Carlton
and Granada believe that there will be significant benefits for ITV viewers, advertisers and shareholders and that:



Commenting
on today's announcement, Michael Green, Chairman of Carlton, said:

"One
ITV has been a vision long in the making. One company, with one management and one focus can now set its sights firmly on beating the opposition and giving viewers and advertisers
what they want. I want this merger to mean great television programmes and the strongest possible schedule. We must make sure that it does just that."

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Commenting
on today's announcement, Charles Allen, Chairman of Granada, said:

"This
deal means that viewers will see more high quality, original drama, more film premieres and more entertainment events on ITV than ever before. Great programmes that attract mass
audiences are key to driving ITV's success. We'll work in partnership with our advertisers to use the full power of ITV to drive their brands and businesses. For shareholders, this deal offers fair
value now and the opportunity to benefit from increased efficiencies from a strengthened and more focused ITV."

The
following sets out further details of the Merger:



This
summary should be read in conjunction with the full text of the following announcement. Appendix I contains a summary of the key terms of the Convertible Shares.
Appendix II contains the

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pre-conditions and conditions to the Schemes and to the Merger. Appendix III contains the definitions of terms used in this announcement.

There
will be a meeting for analysts at 9.30am today at the City Presentation Centre, 4 Chiswell Street, London EC1.

|ENQUIRIES
GranadaCharles Allen
Henry Staunton
Graham Parrott
Susan Donovan              |  | Tel: 020 7620 1620
|--------------------------------------------------------------------------------------- |  | ------------------
|CarltonMichael Green
Gerry Murphy
Paul Murray
John Rudofsky                             |  | Tel: 020 7663 6363
|Lazard
(Financial Advisers to Granada)Nicholas Scott
Edward Mason                       |  | Tel: 020 7588 2721
|UBS Warburg
(Financial Advisers to Carlton)Robin Budenberg
Simon Warshaw
Jonathan Bewes |  | Tel: 020 7567 8000
|Citigate Dewe Rogerson
(BR for Granada)Jonathan Clare
Simon Rigby
Chris Barrie          |  | Tel: 020 7638 9571
|Finsbury
(PR for Carlton)Roland Rudd
James Leviton                                      |  | Tel: 020 7251 3801

Hoare
Govett Limited and Credit Suisse First Boston (Europe) Limited are acting as corporate brokers to Granada. UBS Warburg and Cazenove & Co. Ltd are acting as corporate
brokers to Carlton.

Lazard is acting for Granada in connection with the Merger and no-one else and will not be responsible to anyone other than Granada for providing the
protections offered to clients of Lazard nor for providing advice in relation to the Merger.

UBS Warburg is acting for Carlton in connection with the Merger and no-one else and will not be responsible to anyone other than Carlton for providing
the protections offered to clients of UBS Warburg nor for providing advice in relation to the Merger.

No offer or invitation to acquire or exchange securities in Granada or Carlton is being made now. Any such offer or invitation will only be made in documents to
be published in due course and any such acquisition or exchange should be made solely on the basis of information contained in such documents.

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This document is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an
exemption from registration. The relevant clearances have not been and will not be obtained from the relevant authorities in Canada, Australia or Japan. Accordingly, such securities may not be
offered, sold or delivered, directly or indirectly, in or into such jurisdictions except pursuant to exceptions from applicable requirements of such jurisdictions.

FORWARD LOOKING STATEMENTS

DISCLOSURE NOTICE: The information contained in this press release is as of 16 October 2002. Nothing in this document should be
construed as a profit forecast or be interpreted to mean that the earnings per share of the Merged Group will necessarily be greater than the historical earnings per share of Granada and Carlton.
Granada and Carlton assume no obligation to update any forward looking statements contained in this press release as a result of new information or future events or
developments.

In order to utilise the "Safe Harbor" provisions of the United States Private Securities Litigation Reform Act of 1995, Granada and Carlton are providing the
following cautionary statement: This document contains certain statements that are or may be forward-looking with respect of the terms and conditions of the Merger, regulatory clearance of the Merger,
revenues, dividends, cost savings and other synergies, the impact on earnings, the financial condition, results of operations and business of Granada, Carlton and the Merged Group and certain of their
plans and objectives. In particular, among other statements, certain statements in "Reasons for and Benefits of the Merger", "Dividends", "Current Trading and Prospects" and "Details of the Merger"
are or may be forward-looking in nature. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur
in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors
include but are not limited to, statements made elsewhere in the press release, as well as (i) the ability of Granada and Carlton to integrate their businesses, achieve cost savings and realise
other synergies, (ii) difficulties in obtaining regulatory clearance for the Merger, (iii) adverse changes in tax laws and regulations, (iv) the risks associated with the
introduction of new products or services, (v) pricing, product and programmes initiatives or competitors, including increased competition of programmes such as major sporting events,
(vi) changes in technology or consumer demand, (vii) the termination or delay of key
contracts and (viii) fluctuations in exchange rates. A further description of certain of these risks, uncertainties and other matters can be found in Item 3.B, "Key InformationRisk
Factors" included in Carlton's Annual Report on Form 10-F for the fiscal year ended 30 September 2001, filed with the United States Securities and Exchange Commission
(Commission file number: 0-15252).

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN.

|16 OCTOBER 2002 |  | FOR IMMEDIATE RELEASE
|--------------- |  | ---------------------

PART TWO OF TWO

GRANADA AND CARLTON MERGER TO PAVE THE WAY FOR A CONSOLIDATED ITV

Introduction

Carlton and Granada announce an agreed merger, paving the way for a fully consolidated ITV. The new company will be one of the leading commercial broadcasters in
Europe. Together, Granada and Carlton will:



Granada
Shareholders will receive 68 per cent. of the ordinary share capital of the Merged Group and £200 million of cash upon completion of the Merger. Carlton
Ordinary Shareholders will, upon completion of the Merger, receive 32 per cent. of the ordinary share capital of the Merged Group, potentially increasing to 34 per cent. in 2006 dependent on the
achievement of a share price of the ordinary shares of the Merged Group equivalent to 140 pence per Granada Share (implying the achievement of a Carlton Ordinary Share price equivalent to 271 pence)
and on achievement of an agreed earnings target for the year ending September 2005. This will be achieved through the issue of Convertible Shares to Carlton Ordinary Shareholders upon
completion of the Merger.

The
Merger, which will be subject to the pre-conditions and the conditions and further terms set out or referred to in Appendix II and to be set out in the Merger
Documentation, will be made on the following bases:

|For each Granada Share          |  | 1 ordinary share in the Merged Group                                    
|------------------------------- |  | ------------------------------------------------------------------------
|For each Carlton Ordinary Share |  | 1.9386 ordinary shares in the Merged Group and 0.1835 Convertible Shares

In
addition, Granada Shareholders will receive £200 million in cash on completion of the Merger, equivalent to 7.225 pence in cash for every Granada Share.

A
summary of the key terms of the Convertible Shares is set out in Appendix 1.

Appropriate
proposals will be made to Carlton Preference Shareholders upon posting of the Merger Documentation.

Reasons for and Benefits of the Merger

Granada and Carlton have long believed in the vision of creating one ITV. As one company, with one management and one clear focus, the new business will be able
to compete more effectively in the multi-channel world. The Merged Group will be more efficiently managed and will have scale and reach and a strong, distinctive consumer brand.

In
addition, the boards of Granada and Carlton believe that the Merger will help to create a virtuous circle of maximising investment in quality programming leading to increased viewing,
generating greater advertising demand and consequently allowing further investment.

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Carlton
and Granada believe that there will be significant benefits for ITV viewers, advertisers and shareholders and that:



The
Merged Group is expected to benefit from significant synergies principally from plc structures and duplicated infrastructure and administration in broadcasting, content and central
services. It is estimated that by the end of the first full financial year of operations, excluding any benefits from combining airtime sales activities, the Merged Group will be capable of
achieving savings of £35 million per annum. The one off cost of achieving these benefits is estimated to be approximately £40 million. The boards of Granada and
Carlton believe a further £20 million of savings is achievable on full merger, and the one off cost of achieving these benefits is estimated to be approximately
£15 million. Of the total one off costs of £55 million, approximately £9 million relate to non cash costs.

Management

Following completion, Michael Green will become Chairman of the Merged Group and Charles Allen will become Chief Executive. In addition, three
non-executive directors from each company will join the board of the Merged Group.

Dividends

In respect of final dividends declared for the year ending 30 September 2002, Granada Shareholders and Carlton Shareholders will receive their respective
entitlements.

Granada
intends to pay a final dividend of 1 pence per Granada Share and Carlton intends to pay a final dividend of 5 pence per Carlton Ordinary Share. The payment date for these
dividends would be in April 2003.

Information on Granada

Granada is one of Europe's major commercial broadcasters and content creators and distributors. It owns seven of ITV's UK free-to-air
broadcasting franchises, stretching from the Granada region in the North West to Meridian in the South East and reaching over 15 million homes. In 2001, Granada generated around
£500 million from contents sales to UK and international broadcasters. Granada's content business makes many of ITV's top-rating programmes including Coronation Street,Emmerdale,I'm a Celebrity: Get Me out of
HereandPop Stars: The Rivals. Granada also makes some of the most acclaimed programmes for other UK broadcasters, including The Royle
Familyfor BBC1 andElizabethandSix Wives of Henry
VIIIfor Channel 4. Internationally, Granada has production and distribution operations making and selling programmes and formats to broadcasters around the world. Granada has
stakes in commercial broadcasters in Ireland and Australia, interests in new media enterprises and owns 50 per cent. of Boxclever, the UK's leading TV and video rental chain.

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Summary
financial information, excluding discontinued activities and exceptional items, as extracted from Granada's result for the year ended 30 September 2001 and for the six
months to 31 March 2002 is set out in the table below:

|                                                               |  | Year to
30 September 2001 |  | Six months to
31 March 2002
|-------------------------------------------------------------- |  | ------------------------- |  | ---------------------------
|Group turnover                                                 |  | £1,486m                   |  | £713m                      
|Profit before tax                                              |  | £175m                     |  | £43m                       
|Adjusted basic earnings per share before goodwill amortisation |  | 5.9p                      |  | 1.7p                       
|Net assets                                                     |  | £2,087m                   |  | £1.858m                    

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|Note: |  | The results for the year ended 30 September 2001 exclude digital media. The results for the six months to 31 March 2002 are stated after a loss before tax of £16 million on continuing digital
businesses.
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Information on Carlton

Carlton is a leading UK media company with businesses in broadcasting and advertising sales, content production and distribution and cinema advertising.

Carlton
holds four ITV licencesCarlton London, Carlton Central, Carlton Westcountry and HTVwhich broadcast to approximately 26 million people. The
company also sells advertising in cinemas across the UK, US and Europe.

In
2001, Carlton invested approximately £200 million in making programmes in the UK and the US. Carlton is one of the largest programme distributors in Europe, with
over 18,000 hours of television programmes, and it has one of the largest collections of English language films outside of Hollywood.

Summary
financial information excluding discontinued operations as extracted from Carlton's results for the six months to 31 March 2002 (which includes the results for the year to
30 September 2001) is set out in the table below:

|                                                               |  | Year to
30 September 2001 |  | Six months to
31 March 2002
|-------------------------------------------------------------- |  | ------------------------- |  | ---------------------------
|Group turnover                                                 |  | £1,040m                   |  | £503m                      
|Profit before tax and exceptional operating costs              |  | £13m                      |  | £7m                        
|Adjusted basic earnings per share before goodwill amortisation |  | 1.9p                      |  | 1.1p                       
|Net assets                                                     |  | £664m                     |  | £453m                      

Current Trading and Prospects

Granada

Granada's advertising revenues have seen year on year improvements since May this year. For the second half of Granada's financial year ending on 30
September 2002, advertising revenue will be up over 3 per cent. on the same period last year and the results for the year as a whole are expected to be satisfactory given current market
conditions. At the financial year end Granada win have net cash on the balance sheet.

ITV
viewing shares have risen over the autumn as we have increased the network's investment in the schedule, and the ratecard weighted share of commercial impacts over the five weeks
since the beginning of September is 45 per cent.

The
ITV network budget has been increased from £775 million in 2002 to £836 million for calendar 2003 and ITV's new marketing and scheduling
strategies have been presented to our major advertisers.

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Granada's
production business has reduced turnover in the year as some low margin and high volume contracts terminated, though as a result profitability has been less affected.

ITV2
has performed very strongly with revenues and viewing share well ahead of last year and regularly features in the top 10 commercial channels by viewing share.

Carlton

Carlton's results for the year ended 30 September 2002 are expected to be satisfactory given current market conditions.

Since
May 2002. Carlton's advertising revenues have grown each month in comparison with the previous year.

An
increased investment in ITV's network programmes has already contributed to an improvement in ITV's audiences, particularly in peak time. A further increase in investment in network
programmes has been approved for 2003 and has been presented to advertisers with positive responses.

Carlton
Content's turnover has been affected by delays in commissioning earlier in the year but has won substantial [ne\y] business in the last quarter of 2002
relating to programmes for 2003.

Carlton's
net debt at 30 September 2002 was similar to that at 30 September 2001 and net interest charges have benefited from low US rates.

Details of the Merger

The Merger is expected to be effected by way of inter-conditional court approved schemes of arrangement of both Carlton and Granada under section 425 of
the Act. Under the Schemes, Granada Shareholders and Carlton Ordinary Shareholders will receive shares in a new holding company and cash on the following bases:

|For each Granada Share          |  | 1 ordinary share in the Merged Group                                    
|------------------------------- |  | ------------------------------------------------------------------------
|For each Carlton Ordinary Share |  | 1.9386 ordinary shares in the Merged Group and 0.1835 Convertible Shares

In addition. Granada Shareholders will receive £200 million in cash on completion of the Merger, equivalent. to 7.225 pence in cash for every
Granada Share.

A
summary of the key terms of the Convertible Shares is set out in Appendix 1.

Appropriate
proposals will be made to Carlton Preference Shareholders upon posting of the Merger Documentation.

The
Merger will be subject to the pre-conditions and conditions set out in Appendix II, including the approval of both Carlton Ordinary Shareholders and Granada
Shareholders, the sanction of the Schemes by the Court and satisfaction of certain regulatory pre-conditions and conditions.

The
Schemes will operate in a similar way to each other and will become effective on the same day. The Granada Scheme will require approval by special resolution of Granada Shareholders
at an extraordinary general meeting of Granada. The Granada Scheme will also require approval separately by a majority in number representing 75 per cent. in value of the holders of Granada Shares who
vote at a meeting convened by the Court. The Carlton Scheme will require similar approvals by Carlton Ordinary Shareholders. In addition, each Scheme is required to be sanctioned by the Court. The
Schemes can only become effective when all conditions to the Merger have been satisfied or waived.

Under
the Broadcasting Act no person is permitted to have a UK audience share of more than 15 per cent. through holding television broadcasting licences. In addition, no single entity is
allowed to hold the

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two London licences or more than 20 per cent. of ITN. These rules are expected to be removed by the Communications Act which is expected to be enacted in 2003.

If
regulatory clearances for the Merger are obtained sufficiently in advance of the Communications Act coming into force, it is intended that the Merger would be effected in two stages
to ensure compliance with the Broadcasting Act. The first stage would involve the merger of Carlton and Granada as described above, with the Carlton broadcasting licences and its interest in ITN being
held by a separate company. This company would be established with an independent board and management structure and its shares would effectively be held by Granada Shareholders and Carlton Ordinary
Shareholders in the same relative proportions to their shareholdings in the Merged Group. The shares in this separate company would be stapled to the ordinary shares in the Merged Group and would only
be transferable in conjunction with a transfer of ordinary shares in the Merged Group. This company would also issue convertible shares with similar terms to the Convertible Shares which would be
stapled to the Convertible Shares and would only be transferable or convertible in conjunction with a transfer or conversion (as applicable) of the Convertible Shares. The second stage would involve
the combination of the Merged Group and this separate company's businesses when the Communications Act comes into force.

Granada
and Carlton will be discussing with the regulators appropriate arrangements for the sale of airtime by the Merged Group which, to the extent necessary, may extend to a separate
sales organisation.

Pursuant
to the Merger Agreement, Carlton and Granada have agreed that one party shall make a payment of £8.5 million to the other in certain circumstances, including
where the Merger lapses or is withdrawn following certain specified events.

Employees and Share Schemes

The boards of Granada and Carlton have confirmed that the existing employment rights, including accrued pension rights, of the employees of Granada and Carlton
will be fully safeguarded following completion of the Merger.

Appropriate
proposals will be made in due course to participants in the Carlton Share Schemes and Granada Share Schemes.

Settlement, Listing and Dealings

Applications will be made to the UK Listing Authority and to the London Stock Exchange for ordinary shares in the Merged Group and the Convertible Shares to be
issued under the Merger to be admitted to the Official List and to trading on the London Stock Exchange, respectively. Certificates for ordinary shares in the Merged Group and Convertible Shares will
be despatched to Granada Shareholders and Carlton Ordinary Shareholders (as appropriate) who hold their shares in certificated form (i.e. not in CREST) no later than 14 days after the effective
date of the Merger. For Granada Shareholders and Carlton Ordinary Shareholders who hold their shares in uncertificated form (i.e. in CREST). the ordinary shares in the Merged Group and Convertible
Shares receivable in accordance with the Schemes are expected to be credited to CREST accounts (as appropriate) no later than 14 days after the effective date of the Merger.

Further
details on settlement, listing and dealing will be included in the Merger Documentation.

General

It is expected that the Merger Documentation will be despatched to Carlton Shareholders and Granada Shareholders following satisfaction or waiver of the
pre-conditions set out in paragraph 1 of Appendix II hereto. This documentation will include the notices of the meetings of the Granada Shareholders and Carlton Shareholders,
full details of the Schemes and the Merger and listing particulars

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relating to the Merged Group. Furthermore it will specify the necessary actions to be taken by Granada Shareholders and Carlton Shareholders.

Recommendations

The Merger has the unanimous support and recommendation of the boards of both Granada and Carlton.

The
Granada directors, who have been so advised by Lazard, consider the Merger to be in the best interests of Granada. In giving its advice, Lazard has taken into account the Granada
directors' commercial assessment of the Merger. Accordingly, the Granada directors intend to recommend that Granada Shareholders vote in favour of the resolutions to be proposed at the Court convened
meeting and extraordinary general meetings of Granada as they intend to do in respect of their own beneficial holdings.

The
Carlton directors, who have been so advised by UBS Warburg, consider the Merger to be in the best interests of the Carlton. In giving its advice, UBS Warburg has taken into account
the Carlton directors' commercial assessment of the Merger. Accordingly, the Carlton directors intend to recommend that Carlton Shareholders vote in favour of the resolutions to be proposed at the
Court convened meeting and extraordinary general meetings of Carlton as they intend to do in respect of their own beneficial holdings.

|ENQUIRIES
GranadaCharles Allen
Henry Staunton
Graham Parrott
Susan Donovan              |  | Tel: 020 7620 1620
|--------------------------------------------------------------------------------------- |  | ------------------
|CarltonMichael Green
Gerry Murphy
Paul Murray
John Rudofsky                             |  | Tel: 020 7663 6363
|Lazard
(Financial Advisers to Granada)Nicholas Scott
Edward Mason                       |  | Tel: 020 7588 2721
|UBS Warburg
(Financial Advisers to Carlton)Robin Budenberg
Simon Warshaw
Jonathan Bewes |  | Tel: 020 7567 8000
|Citigate Dewe Rogerson
(BR for Granada)Jonathan Clare
Simon Rigby
Chris Barrie          |  | Tel: 020 7638 9571
|Finsbury
(PR for Carlton)Roland Rudd
James Leviton                                      |  | Tel: 020 7251 3801

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Hoare Govett Limited and Credit Suisse First Boston are acting as corporate brokers to Granada. UBS Warburg and Cazenove & Co. Ltd are acting as
corporate brokers to Carlton.

Lazard is acting for Granada in connection with the Merger and no-one else and will not be responsible to anyone other than Granada for providing the
protections offered to clients of Lazard nor for providing advice in relation to the Merger.

UBS Warburg is acting for Carlton in connection with the Merger and no-one else and will not be responsible to anyone, other than Carlton for
providing the protections offered to clients of UBS Warburg nor for providing advice in relation to the Merger.

No offer or invitation to acquire or exchange securities in Granada or Carlton is being made now. Any such offer or invitation will only be made in documents to
be published in due course and any such acquisition or exchange should be made solely on the basis of information contained in such documents.

This document is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an
exemption from registration. The relevant clearances have not been and will not be obtained from the relevant authorities in Canada, Australia or Japan. Accordingly, such securities may not be
offered, sold or delivered, directly or indirectly, in or into such jurisdictions except pursuant to exceptions from applicable requirements or such jurisdictions.

FORWARD LOOKING STATEMENTS

DISCLOSURE NOTICE: The information contained in this press release is as of 16 October 2002. Nothing in this document should be
construed as a profit forecast or be interpreted to mean that the earnings per share of the Merged Group will necessarily be greater than the historical earnings per share of Granada and Carlton.
Granada and Carlton assume no obligation to update any forward-looking statements contained in this press release as a result of new information or future events or
developments.

In order to utilise the "Safe Harbor" provisions of the United States Private Securities Litigation Reform Act of 1995, Granada and Carlton are providing the
following cautionary statement: This document contains certain
statements that are or may be forward-looking with respect of the terms and conditions of the Merger, regulatory clearance of the Merger, revenues, dividends, cost savings and other synergies, the
impact on earnings, the financial condition, results of operations and business of Granada, Carlton and the Merged Group and certain of their plans and objectives. In particular, among other
statements, certain statements in "Reasons for and Benefits of the Merger", "Dividends", "Current Trading and Prospects" and "Details of the Merger" are or may be forward-looking in nature. By their
nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause
actual results and development to differ materially from those expressed or implied by such forward-looking statements. These factors include but are not limited to, statements made elsewhere in the
press release, as well as (i) the ability of Granada and Carlton to integrate their businesses, achieve cost savings and realise other synergies, (ii) difficulties in obtaining
regulatory clearance for the Mergers, (iii) adverse changes in tax laws and regulations, (iv) the risks associated with the introduction of new products or services, (v) pricing,
product and programmes initiatives or competitors, including increased competition of programmes such as major sporting events, (vi) changes in technology or consumer demand, (vii) the
termination or delay of key contracts and (viii) fluctuations in exchange rates. A further description of certain of these risks, uncertainties and other matters can be found in item 3.B, "Key
InformationRisk Factors" included in Carlton's Annual Report on Form 20-F for the fiscal year ended 30 September 2001, filed with the United States Securities
and Exchange Commission (Commission file number: 0-15252).

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APPENDIX I    SUMMARY OF THE KEY TERMS OF THE CONVERTIBLE SHARES





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APPENDIX II    PRE-CONDITIONS AND CONDITIONS TO THE SCHEMES AND TO THE MERGER

1.    PRE-CONDITIONS





2.    CONDITIONS

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3.    WAIVER

4.    FOR THE PURPOSES OF THESE CONDITIONS:



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APPENDIX III    DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise.

|"Act"                                   |  | the Companies Act 1985, as amended                                                                                                                                                                                                                                              
|--------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|"Australia"                             |  | the Commonwealth of Australia, its states, territories and possessions                                                                                                                                                                                                          
|"Broadcasting Act"                      |  | the Broadcasting Act 1990, as amended                                                                                                                                                                                                                                           
|"Canada"                                |  | Canada, it provinces and territories and all areas subject to its jurisdiction and any political subdivision thereof                                                                                                                                                            
|"Carlton"                               |  | Carlton Communications Plc                                                                                                                                                                                                                                                      
|"Carlton Court Meeting"                 |  | the meeting of the Carlton Ordinary Shareholders to be convened by order of the Court under section 425 of the Act                                                                                                                                                              
|"Carlton Extraordinary General Meeting" |  | the extraordinary general meeting of Carlton to be convened to approve the terms of the Merger                                                                                                                                                                                  
|"Carlton Group"                         |  | Carlton and its subsidiary undertakings                                                                                                                                                                                                                                         
|"Carlton Group Associate or Associates" |  | any partnership, joint venture, firm or body corporate in which any member of the Carlton Group may be interested                                                                                                                                                               
|"Carlton Ordinary Shareholders"         |  | the holders of Carlton Ordinary Shares                                                                                                                                                                                                                                          
|"Carlton Ordinary Shares"               |  | the ordinary shares of 5 pence each in the capital of Carlton                                                                                                                                                                                                                   
|"Carlton Preference Scheme"             |  | any scheme of arrangement relating to Carlton Preference Shares under section 425 of the Act that may be proposed                                                                                                                                                               
|"Carlton Preference Shareholders"       |  | the holders of Carlton Preference Shares                                                                                                                                                                                                                                        
|"Carlton Preference Shares"             |  | the 6.5p (net) cumulative convertible redeemable preference shares of 5 pence each in the capital of Carlton                                                                                                                                                                    
|"Carlton Scheme"                        |  | the proposed scheme of arrangement relating to Carlton Ordinary Shares under section 425 of the Act                                                                                                                                                                             
|"Carlton Shareholders"                  |  | holders of Carlton Shares                                                                                                                                                                                                                                                       
|"Carlton Shares"                        |  | Carlton Ordinary Shares and Carlton Preference Shares                                                                                                                                                                                                                           
|"Carlton Share Schemes"                 |  | the Carlton 1983 Share Option Scheme, the Carlton 1987 US Plan, the Carlton 1999 Executive Share Option Scheme, the Carlton Deferred Annual Bonus Share Plan, the Carlton Long-Term Incentive Share Plan, the Carlton Sharesave Scheme and the Carlton
Equity Participation Plan
|"City Code"                             |  | The City Code on Takeovers and Mergers                                                                                                                                                                                                                                          
|"Convertible Shares"                    |  | the convertible shares proposed to be issued by the Merged Group to Carlton Ordinary Shareholders, a summary of the key terms of which is set out in Appendix I                                                                                                                 
|"Court"                                 |  | the High Court of Justice in England and Wales                                                                                                                                                                                                                                  
|                                        |  |                                                                                                                                                                                                                                                                                 

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|"CREST"                                 |  | the relevant system (as defined in the Regulations) in respect of which CRESTCo is the Operator (as defined in the Regulations)                                                                                                                                                                                                                                                                                                                                            
|--------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|"CRESTCo"                               |  | CRESTCo Limited                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|"Granada"                               |  | Granada plc                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|"Granada Court Meeting"                 |  | the meeting of the holders of Granada Shares to be convened by order of the Court under section 425 of the Act                                                                                                                                                                                                                                                                                                                                                             
|"Granada Extraordinary General Meeting" |  | the extraordinary general meeting of Granada to be convened to approve the terms of the Merger                                                                                                                                                                                                                                                                                                                                                                             
|"Granada Group"                         |  | Granada and its subsidiary undertakings                                                                                                                                                                                                                                                                                                                                                                                                                                    
|"Granada Group Associate or Associates" |  | any partnership, joint venture, firm or body corporate in which any member of the Granada Group may be interested                                                                                                                                                                                                                                                                                                                                                          
|"Granada Scheme"                        |  | the proposed scheme of arrangement relating to Granada Shares under section 425 of the Act                                                                                                                                                                                                                                                                                                                                                                                 
|"Granada Shares"                        |  | holders of Granada Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|"Granada Shareholders"                  |  | the ordinary shares of 10p each in the capital of Granada                                                                                                                                                                                                                                                                                                                                                                                                                  
|"Granada Share Schemes"                 |  | (which comprise the Schemes of Granada Media PLC and Granada PLC) Granada Approved Executive Share Option Scheme, Granada Unapproved Share Option Scheme, Granada Savings-Related Share Option Scheme, Granada Deferred Share Award Scheme, Granada Media
Unapproved Share Option Scheme, Granada Media Savings-Related Share Option Scheme, Granada Media Deferred Share Award Plan, Granada Media Contractors Share Option Scheme and the Granada Media Commitment Scheme
|"Ireland"                               |  | Ireland, excluding Northern Ireland                                                                                                                                                                                                                                                                                                                                                                                                                                        
|"ITC"                                   |  | Independent Television Commission (or any successor thereto)                                                                                                                                                                                                                                                                                                                                                                                                               
|"ITN"                                   |  | Independent Television News Limited, the producer of national news programmes on ITV                                                                                                                                                                                                                                                                                                                                                                                       
|"Japan"                                 |  | Japan, its provinces and territories and all areas subject to its jurisdiction and any political subdivision thereof                                                                                                                                                                                                                                                                                                                                                       
|"Lazard"                                |  | Lazard & Co. Limited                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|"Listing Rules"                         |  | the listing rules made by the UK Listing Authority                                                                                                                                                                                                                                                                                                                                                                                                                         
|"London Stock Exchange"                 |  | London Stock Exchange plc                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|"Merged Group"                          |  | the new group created pursuant to the combination of the Granada Group and the Carlton Group by way of Schemes and, where the context requires, the holding company of such new group                                                                                                                                                                                                                                                                                      
|"Merger"                                |  | the proposed merger of Granada and Carlton to be effected by the Schemes                                                                                                                                                                                                                                                                                                                                                                                                   
|"Merger Agreement"                      |  | the agreement entered into by each of Granada and Carlton immediately prior to release of this announcement setting out the terms of the Merger                                                                                                                                                                                                                                                                                                                            
|                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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|"Merger Documentation"   |  | the formal documentation relating to the Merger to be dispatched to Granada Shareholders and Carlton Shareholders following satisfaction or waiver of the pre-conditions set out in paragraph 1 of Appendix II       
|------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|"OFT"                    |  | Office of Fair Trading                                                                                                                                                                                               
|"Official List"          |  | the list maintained by the UK Listing Authority                                                                                                                                                                      
|"Panel"                  |  | the Panel on Takeovers and Mergers                                                                                                                                                                                   
|"Regulations"            |  | the Uncertificated Securities Regulations 1995 (SI 1995 No. 95/3272)                                                                                                                                                 
|"Schemes"                |  | the Granada Scheme and the Carlton Scheme                                                                                                                                                                            
|"Standards"              |  | the rules issued by the London Stock Exchange in relation to the admission to trading of, and continuing requirements for, securities admitted to the Official List                                                  
|"UBS Warburg"            |  | UBS Warburg Ltd., a subsidiary of UBS AG                                                                                                                                                                             
|"UK" or "United Kingdom" |  | the United Kingdom of Great Britain and Northern Ireland                                                                                                                                                             
|"UK Listing Authority"   |  | the Financial Services Authority as the competent authority for listing in the United Kingdom                                                                                                                        
|"US" or "United States"  |  | the United States of America, its territories and possessions, any state of the United States of America and the District of Colombia and all other areas subject to the jurisdiction of the United States of America
|"Wider Carlton Group"    |  | the Carlton Group Associates together with the Carlton Group                                                                                                                                                         
|"Wider Granada Group"    |  | the Granada Group Associated together with the Granada Group                                                                                                                                                         

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LIST OF OMITTED SCHEDULES

SCHEDULE 2

Preliminary
Structure Paper
        (omitted pursuant Item 601 (b) (2) of Regulation S-K)

SCHEDULE 3

Employee
Share Scheme and Employee Matter
        (omitted pursuant Item 601 (b) (2) of Regulation S-K)

SCHEDULE 4

Tax
Covenant
        (omitted pursuant Item 601 (b) (2) of Regulation S-K)

The Company agrees to furnish supplementally copies of any omitted schedule to the Commission upon request.

|Signed by | /s/GRAHAM PARROTGraham Parrot
on behalf of
GRANADA PLC |  | 
|--------- | ------------------------------------------------------ |  | 

|Signed by | /s/PAUL MURRAYPaul Murray
on behalf of
CARLTON COMMUNICATIONS PLC |  | 
|--------- | ----------------------------------------------------------------- |  | 

33

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