##### 



Exhibit 2.4
 EXECUTION COPY
 BSkyB Finance UK plc
 Issuer
 British Sky Broadcasting Group plc
 British Sky Broadcasting Limited
 Sky Subscribers Services Limited
 Initial Guarantors
 The Bank of New York
 Trustee
 
 Indenture
 
 Dated as of October 20, 2005




---



##### 



Certain Sections of this Indenture relating to Sections 310 through 318,
inclusive, of the Trust Indenture Act of 1939:
 Trust Indenture Act Section
    
    Indenture Section§ 310(a)(1)
    
    6.09(a)(2)
    
    6.09(a)(3)
    
    Not Applicable(a)(4)
    
    Not Applicable(b)
    
    6.086.10§ 311(a)
    
    6.13(b)
    
    6.13§ 312(a)
    
    7.017.02(b)
    
    7.02(c)
    
    7.02§ 313(a)
    
    7.03(b)
    
    7.03(c)
    
    7.03(d)
    
    7.03§ 314(a)
    
    7.04(a)(4)
    
    1.0110.05(b)
    
    Not Applicable(c)(1)
    
    10.02(c)(2)
    
    10.02(c)(3)
    
    Not Applicable(d)
    
    Not Applicable(e)
    
    10.02§ 315(a)
    
    6.01(b)
    
    6.02(c)
    
    6.01(d)
    
    6.01(e)
    
    5.14§ 316(a)
    
    1.01(a)(1)(A)
    
    5.025.12(a)(1)(B)
    
    5.13(a)(2)
    
    Not Applicable(b)
    
    5.08(c)
    
    1.04(a)(2)
    
    5.04(b)
    
    10.03




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##### 



Trust Indenture Act Section
    
    Indenture Section§ 318(a)
    
    10.07
 
 NOTE:
    
    This reconciliation and tie shall not, for any purpose, be deemed to be a part of the
Indenture. 2




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##### 



TABLE OF CONTENTS
 ARTICLE 1  Definitions and Other Provisions of General Application
 Section 1.01. Definitions
    
    
    2Section 1.02. Compliance Certificates and Opinions
    
    
    16Section 1.03. Form of Documents Delivered to Trustee
    
    
    17Section 1.04. Acts of Holders; Record Dates
    
    
    17Section 1.05. Notices, etc., to Trustee, Issuer and Guarantors
    
    
    19Section 1.06. Notice to Holders; Waiver
    
    
    19Section 1.07. Language of Notices, etc
    
    
    20Section 1.08. Conflict with Trust Indenture Act
    
    
    20Section 1.09. Effect of Headings and Table of Contents
    
    
    20Section 1.10. Successors and Assigns
    
    
    20Section 1.11. Separability Clause
    
    
    20Section 1.12. Benefits of Indenture
    
    
    20Section 1.13. Governing Law
    
    
    20Section 1.14. Saturdays, Sundays and Legal Holidays
    
    
    21Section 1.15. Appointment of Agent for Service
    
    
    21Section 1.16. Counterparts
    
    
    21Section 1.17. Effect Of Headings and Table Of Contents
    
    
    22
 ARTICLE 2  Security Forms
 Section 2.01. Forms and Terms of the Securities
    
    
    22Section 2.02. Form of Face of Global Security
    
    
    23Section 2.03. Form of Face of Definitive Security
    
    
    29Section 2.04. Form of Reverse of Security
    
    
    34Section 2.05. Guarantees by Guarantors; Acceding Guarantors; Release of Guarantors; Form of Guarantee
    
    
    44Section 2.06. Form of Trustees Certificate of Authentication
    
    
    50
 ARTICLE 3  The Securities
 Section 3.01. Title and Terms
    
    
    50Section 3.02. Denominations
    
    
    50Section 3.03. Execution, Authentication, Delivery and Dating
    
    
    50Section 3.04. Temporary Securities
    
    
    52Section 3.05. Registration, Transfer and Exchange of Notes
    
    
    52Section 3.06. Mutilated, Destroyed, Lost and Stolen Securities
    
    
    58
 3




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##### 



Section 3.07. Payment of Interest; Interest Rights Preserved
    
    
    59Section 3.08. Persons Deemed Owners
    
    
    60Section 3.09. Cancellation
    
    
    60Section 3.10. Computation of Interest
    
    
    61Section 3.11. CUSIP/Common Code/ISIN Numbers
    
    
    61
 ARTICLE 4  Satisfaction and Discharge
 Section 4.01. Satisfaction and Discharge of Indenture
    
    
    61Section 4.02. Application of Trust Money
    
    
    62
 ARTICLE 5  Remedies
 Section 5.01. Events of Default
    
    
    63Section 5.02. Acceleration of Maturity; Rescission and Annulment
    
    
    65Section 5.03. Reserved
    
    
    66Section 5.04. Trustee May File Proofs of Claim
    
    
    66Section 5.05. Trustee May Enforce Claims Without Possession of Securities
    
    
    66Section 5.06. Application of Money Collected
    
    
    67Section 5.07. Limitation on Suits
    
    
    67Section 5.08. Unconditional Right of Holders to Receive Principal, Premium and Interest
    
    
    68Section 5.09. Restoration of Rights and Remedies
    
    
    68Section 5.10. Rights and Remedies Cumulative
    
    
    68Section 5.11. Delay or Omission Not Waiver
    
    
    69Section 5.12. Control by Holders
    
    
    69Section 5.13. Waiver of Defaults
    
    
    69Section 5.14. Undertaking for Costs
    
    
    69Section 5.15. Waiver of Usury, Stay or Extension Laws
    
    
    70Section 5.16. Notification of Event of Default to the Trustee, Entitlement of Trustee to Direct Agent Members
    
    
    70
 ARTICLE 6  The Trustee
 Section 6.01. Certain Duties and Responsibilities
    
    
    71Section 6.02. Notice of Defaults
    
    
    71Section 6.03. Certain Rights of Trustee
    
    
    71Section 6.04. Not Responsible for Recitals or Issuance of Securities
    
    
    74Section 6.05. May Hold Securities
    
    
    74Section 6.06. Money Held in Trust
    
    
    74Section 6.07. Compensation and Reimbursement
    
    
    74Section 6.08. Conflicting Interests
    
    
    75Section 6.09. Corporate Trustee Required; Eligibility
    
    
    75Section 6.10. Resignation and Removal; Appointment of Successor
    
    
    76
 4




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##### 



Section 6.11. Acceptance of Appointment by Successor
    
    
    77Section 6.12. Merger, Conversion, Consolidation or Succession to Business
    
    
    78Section 6.13. Preferential Collection of Claims Against Issuer or Guarantors
    
    
    78Section 6.14. Appointment of Authenticating Agent
    
    
    78
 ARTICLE 7  Holders Lists and Reports by Trustee, Issuer and Guarantors
 Section 7.01. Issuer and Guarantors to Furnish Trustee Names and Addresses of Holders
    
    
    80Section 7.02. Preservation of Information; Communications to Holders
    
    
    80Section 7.03. Reports by Trustee
    
    
    81Section 7.04. Reports by Issuer and Guarantors, Statement by Officers as to Default and Compliance
    
    
    81
 ARTICLE 8  Consolidation, Merger, Conveyance, Transfer or Lease
 Section 8.01. Issuer or Guarantors May Consolidate, etc., Only on Certain Terms
    
    
    82Section 8.02. Successor Substituted
    
    
    83Section 8.03. Successor Issuer
    
    
    83
 ARTICLE 9  Supplemental Indentures
 Section 9.01. Supplemental Indentures Without Consent of Holders
    
    
    84Section 9.02. Supplemental Indentures with Consent of Holders
    
    
    85Section 9.03. Execution of Supplemental Indentures
    
    
    86Section 9.04. Effect of Supplemental Indentures
    
    
    86Section 9.05. Conformity With Trust Indenture Act
    
    
    87Section 9.06. Reference in Securities to Supplemental Indentures
    
    
    87
 ARTICLE 10  Covenants
 Section 10.01. Payment of Principal, Premium and Interest
    
    
    87Section 10.02. Maintenance of Office or Agency
    
    
    87Section 10.03. Money for Securities Payments to be Held in Trust
    
    
    88Section 10.04. Additional Amounts
    
    
    89Section 10.05. Statement by Officers as to Default
    
    
    90Section 10.06. Existence
    
    
    90Section 10.07. Reserved
    
    
    90Section 10.08. Limitation on Liens
    
    
    90Section 10.09. Waiver of Certain Covenants
    
    
    91
 5




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##### 



ARTICLE 11  Defeasance and Covenant Defeasance
 Section 11.01. Option of Issuer and Guarantors to Effect Covenant Defeasance
    
    
    91Section 11.02. Reserved
    
    
    91Section 11.03. Covenant Defeasance
    
    
    91Section 11.04. Conditions to Covenant Defeasance
    
    
    91Section 11.05. Deposited Money, U.S. Government Obligations and U.K. Government Obligations to be Held in Trust; Miscellaneous Provisions
    
    
    93Section 11.06. Reinstatement
    
    
    94
 ARTICLE 12  Redemption; Offer To Purchase
 Section 12.01. Optional Redemption Other than for Taxation Reasons
    
    
    95Section 12.02. Method and Effect of Redemption
    
    
    95
 ARTICLE 13  Miscellaneous Provisions
 Section 13.01. No Personal Liability
    
    
    97Section 13.02. Additional Securities
    
    
    97Section 13.03. Payments for Consents
    
    
    97
 6




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##### 



Issuer BSkyB Group BSkyB Limited Sky Subscribers Initial Guarantor Initial Guarantors Trustee
  5.625% Dollar
Securities 6.500% Dollar Securities Dollar Securities Sterling Securities Securities Security




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##### 



Definitions and Other Provisions of General Application
 Definitions.
       1996 Bonds
 1999 Bonds
 Act
 2




---



##### 



Additional Amounts
 acceding Guarantor
 Affiliate control controlling controlled
 Agent Member
 Authenticating Agent
 Authorized Newspaper
 Bankruptcy Default
 Board of Directors
 Board Resolution
 BSkyB Consolidated Group
 Business Day
 3




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##### 



Clearstream, Luxembourg société anonyme
 Commission
 Controlled Affiliate
 Consolidated Net Tangible Assets
 (1)
    
    all current liabilities (excluding any Finance Lease Obligation classified
as a current liability);(2)
    
    all goodwill, tradenames, trademarks, patents, unamortized debt discount
and financing costs; and(3)
    
    appropriate adjustments on account of minority interests of other Persons
holding shares in any Subsidiary
  Corporate Trust Office
 corporation
 Covenant Defeasance
 Default
 Defaulted Interest
 4




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##### 



Definitive Security
 Depositary
 DTC
 Director
 Euroclear
 Event of Default
 Exchange Act
 Finance Lease Obligation
 GAAP
 Global Dollar Security
 Global Security
 Global Sterling Security
 5




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##### 



Guarantee
 Guarantors
 Group Member
 Holder
 IFRS
 Indebtedness
 6




---



##### 



Indenture
 Interest Payment Date
 Interest Rate Protection Agreements
 Investment Company Act
 7




---



##### 



Issuer
 Issuer Request Issuer Order
 Lien
 Maturity
 Non-Recourse Liabilities
 Notice of Default
 Officers Certificate Officer
 Opinion of Counsel
 8




---



##### 



Outstanding
  provided
  provided, however
 9




---



##### 



Paying Agent
 Payment Default
 Permitted Assurance
 Permitted Encumbrance provided
 10




---



##### 



provided provided provided
 11




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##### 



Permitted Securitization
 Permitted Securitization Liens
 12




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##### 



Person
 Place of Payment
 Predecessor Security
 Redeemable Stock
 Redemption Date
 Redemption Price
 Register Registrar Record
 Regular Record Date
 Regulation S
 Regulation S Certificate
 Regulation S Global Dollar Security
 13




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##### 



Regulation S Global Security
 Regulation S Definitive Security
 Regulation S Global Sterling Security
 Regulation S Legend
 Regulation S Securities
 Responsible Officer
 Restricted Global Dollar Security
 Restricted Global Security
 Restricted Global Sterling Security
 Restricted Legend
 Restricted Period
 14




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##### 



Restricted Security
 Restricted Securities Certificate
 Restricted Securities Legend
 Revolving Credit Facility
 Rule 144A
 Securities
 Securities Act
 Special Purpose Subsidiary
 Special Record Date
 Stated Maturity
 Subsidiary
 15




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##### 



Successor Security
 Trade Payables
 Trust Indenture Act provided, however
 Trustee Trustee Trustee
 U.K. UK
 U.K. Government Obligations
 U.S. US
 U.S. Government Obligation
 Compliance Certificates and Opinions.
  16




---



##### 



Form of Documents Delivered to Trustee.
   17




---



##### 



Acts of Holders; Record Dates.
 Act
  18




---



##### 



provided
 Notices, etc., to Trustee, Issuer and Guarantors.
    19




---



##### 



Notice to Holders; Waiver.
    Language of Notices, etc.
  Conflict with Trust Indenture Act.
  20




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##### 



Effect of Headings and Table of Contents.
  Successors and Assigns.
  Separability Clause.
  Benefits of Indenture.
  Governing Law.
 THIS INDENTURE, THE SECURITIES AND THE GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
 Saturdays, Sundays and Legal Holidays.
 provided
 Appointment of Agent for Service.
 21




---



##### 



th
 Counterparts.
  Effect Of Headings and Table Of Contents.
  Security Forms
 Forms and Terms of the Securities.
 22




---



##### 



23




---



##### 



Form of Face of Global Security.
 [Legend if the Security is a Restricted Security:
 SECURITIES ACT
  24




---



##### 



[Legend if the Security is a Regulation S Global Security:
 SECURITIES ACT
 [Legend if Security is a Dollar Global Security:
   [Legend if Security is a Sterling Global Security:
 25




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##### 



26




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##### 



No. ___
    
    [£] [$]
 Issuer
  27




---



##### 



Stage
III Treaty
    28




---



##### 



THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF
NEW YORK.
   29




---



##### 



BSkyB Finance UK plcBy:Name:Title: Attest:By:Name:Title: Form of Face of Definitive Security.
 [Legend if the Security is a Restricted Security:
 SECURITIES ACT
 30




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##### 



[Legend if the Security is a Regulation S Security during the Restricted Period:
  31




---



##### 



No. ___
    
    [£] [$]
 Issuer
 32




---



##### 



provided, however
  33




---



##### 



Stage III Treaty
         34




---



##### 



THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF
NEW YORK.
   BSkyB Finance UK plcBy:Name:Title: Attest:By:Name:Title: Form of Reverse of Security.
 Securities
 35




---



##### 



Indenture Initial Guarantors Trustee
 Redemption for Taxation Reasons.
     36




---



##### 



Succession Date successor Guarantor
  37




---



##### 



Optional Redemption Other Than for Taxation Reasons.
  38




---



##### 



Treasury Rate
 Comparable Treasury Issue
 Independent Investment Banker
 Comparable Treasury Price
 Reference Treasury Dealer
 39




---



##### 



Primary Treasury Dealer
 Reference Treasury Dealer Quotation
 Sterling Securities Redemption Price Sterling Securities Reference Stock
 Formulae for
calculating Gilt Prices from Yields
 Defeasance.
 40




---



##### 



Defaults and Remedies.
  Additional Amounts.
 Taxes Applicable Taxing Jurisdiction Additional Amounts
 41




---



##### 



ECOFIN mutatis mutandis
 Modification and Waiver.
  42




---



##### 



Limitation on Proceedings.
  Unconditional Right of Holders.
  Denomination, Transfer and Exchange.
 43




---



##### 



Governing Law.
 The Indenture and this Security shall be governed by and construed in accordance with the laws
of the State of New York.
   44




---



##### 



Total Principal
    
    Notation MadeDecrease in
    
    Increase in
    
    Amount at Maturity
    
    by or onDate of
    
    Principal Amount at
    
    Principal Amount at
    
    Following such
    
    Behalf of theDecrease/Increase
    
    Maturity
    
    Maturity
    
    Decrease/Increase
    
    Registrar
 Guarantees by Guarantors; Acceding Guarantors; Release of Guarantors;
Form of Guarantee.
 Guarantees by Guarantors.
 45




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##### 



Additional Subsidiary Guarantors.
 (1)
    
    to the extent that, after the date of the Indenture, any Subsidiary that is
not a Guarantor issues any guarantee of any Indebtedness for money borrowed in excess
of £50,000,000; and(2)
    
    for so long as any Subsidiary is or becomes a guarantor of Indebtedness
pursuant the terms of the 1996 Bonds or the 1999 Bonds or for moneys borrowed under
the Revolving Credit Facility;
 acceding Guarantor pari passu
     46




---



##### 



Initial
Guarantors Guarantors Issuer
 Taxes Applicable Taxing Jurisdiction Additional Amounts
 47




---



##### 



ECOFIN
  48




---



##### 



mutatis mutandis
 provided, however
 provided, however
 49




---



##### 



THE GUARANTEES SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK,
AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF
NEW YORK.
  50




---



##### 



British Sky Broadcasting Group plcBy:Name:Title: British Sky Broadcasting LimitedBy:Name:Title: Sky Subscribers Services LimitedBy:Name:Title: Form of Trustees Certificate of Authentication.
    The Bank of New York     As TrusteeBy:Authorized Signatory The Securities
 Title and Terms.
  51




---



##### 



5.625% Dollar Notes due
2015 6.500%
Notes due 2035 5.750% Sterling Notes due 2017
 Denominations.
  Execution, Authentication, Delivery and Dating.
     52




---



##### 



Temporary Securities.
  53




---



##### 



Registration, Transfer and Exchange of Notes. Registrar Register Record
     54




---



##### 



55




---



##### 



provided
   Procedures to be Followed by the Trustee. Global Security to Global Security
 56




---



##### 



Global Security to Definitive Security.
 Definitive Security to Definitive Security.
 Securities Act Legend.
   57




---



##### 



Restrictions on Transfer and Exchange.
     58




---



##### 



Mutilated, Destroyed, Lost and Stolen Securities.
  59




---



##### 



Payment of Interest; Interest Rights Preserved.
   60




---



##### 



Defaulted Interest
 Special Record Date
  61




---



##### 



Persons Deemed Owners.
  Cancellation.
 provided, however
 Computation of Interest.
  CUSIP/Common Code/ISIN Numbers.
  62




---



##### 



provided
 Satisfaction and Discharge
 Satisfaction and Discharge of Indenture.
        63




---



##### 



Application of Trust Money.
  Remedies
 Events of Default.
 Event of Default
 64




---



##### 



Notice of Default
 Notice of Default
  65




---



##### 



provided
  66




---



##### 



Acceleration of Maturity; Rescission and Annulment.
      Reserved.
 Trustee May File Proofs of Claim.
 67




---



##### 



provided, however
 Trustee May Enforce Claims Without Possession of Securities.
  Application of Money Collected.
  68




---



##### 



Limitation on Suits.
  Notice of Default
      69




---



##### 



Unconditional Right of Holders to Receive Principal, Premium and Interest.
  Restoration of Rights and Remedies.
  Rights and Remedies Cumulative.
  Delay or Omission Not Waiver.
  70




---



##### 



Control by Holders.
  Waiver of Defaults.
  Undertaking for Costs.
 provided
 Waiver of Usury, Stay or Extension Laws.
  71




---



##### 



Notification of Event of Default to the Trustee, Entitlement of Trustee to
Direct Agent Members.
  72




---



##### 



The Trustee
 Certain Duties and Responsibilities.
  Notice of Defaults.
 provided, however
   Certain Rights of Trustee.
  73




---



##### 



74




---



##### 



75




---



##### 



Not Responsible for Recitals or Issuance of Securities.
  May Hold Securities.
  Money Held in Trust.
  Compensation and Reimbursement.
    76




---



##### 



Conflicting Interests.
  Corporate Trustee Required; Eligibility.
  77




---



##### 



Resignation and Removal; Appointment of Successor.
         78




---



##### 



Acceptance of Appointment by Successor.
    79




---



##### 



Merger, Conversion, Consolidation or Succession to Business.
  Preferential Collection of Claims Against Issuer or Guarantors.
  Appointment of Authenticating Agent.
  80




---



##### 



The Bank of New York 
        As TrusteeBy:As Authenticating Agent 81




---



##### 



By:Authorized Signatory  Holders Lists and Reports by Trustee, Issuer and Guarantors
 Issuer and Guarantors to Furnish Trustee Names and Addresses of Holders.
    excluding
 Preservation of Information; Communications to Holders.
  82




---



##### 



Reports by Trustee.
    Reports by Issuer and Guarantors, Statement by Officers as to Default and
Compliance.
  83




---



##### 



Consolidation, Merger, Conveyance, Transfer or Lease
 Issuer or Guarantors May Consolidate, etc., Only on Certain Terms.
     84




---



##### 



Successor Substituted.
  Successor Issuer.
  85




---



##### 



Supplemental Indentures
 Supplemental Indentures Without Consent of Holders.
      86




---



##### 



Supplemental Indentures with Consent of Holders.
 provided,
however
   87




---



##### 



Execution of Supplemental Indentures.
  88




---



##### 



Effect of Supplemental Indentures.
  Conformity With Trust Indenture Act.
  Reference in Securities to Supplemental Indentures.
  Covenants
 Payment of Principal, Premium and Interest.
  Maintenance of Office or Agency.
  89




---



##### 



provided, however
 Money for Securities Payments to be Held in Trust.
     90




---



##### 



provided, however
 Additional Amounts.
   91




---



##### 



Statement by Officers as to Default.
  Existence.
 provided, however
 Reserved.
 Limitation on Liens.
  92




---



##### 



Waiver of Certain Covenants.
  Defeasance and Covenant Defeasance
 Option of Issuer and Guarantors to Effect Covenant Defeasance.
  Reserved.
 Covenant Defeasance.
 rd
 Conditions to Covenant Defeasance.
 93




---



##### 



U.K. Government Obligations U.S. Government Obligations provided
 Reserved
  94




---



##### 



95




---



##### 



Deposited Money, U.S. Government Obligations and U.K. Government Obligations
to be Held in Trust; Miscellaneous Provisions.
 Trustee
   Reinstatement.
 provided, however
 96




---



##### 



Redemption; Offer To Purchase
 Optional Redemption Other than for Taxation Reasons.
 Method and Effect of Redemption.
   97




---



##### 



98




---



##### 



Miscellaneous Provisions
 No Personal Liability.
  Additional Securities.
 de minimis
 Payments for Consents.
  99




---



##### 



BSKYB FINANCE UK PLCBy:Name:Title: BRITISH SKY BROADCASTING GROUP PLCBy:Name:Title: BRITISH SKY BROADCASTING LIMITEDBy:Name:Title: SKY SUBSCRIBERS SERVICES LIMITEDBy:Name:Title:




---



##### 



THE BANK OF NEW YORK, as TrusteeBy:Name:Title: THE BANK OF NEW YORK, as Paying AgentBy:Name:Title:




---



##### 



Securities
 Indenture Issuer Guarantors Securities Act
 Specified Securities
 
 
 
 
 Undersigned Owner
 A-1




---



##### 



Transferee
           A-2




---



##### 



(Print the name of the Undersigned, as such term is defined in the second
paragraph of this certificate.)By:Name:Title:(If the Undersigned is a corporation, partnership or fiduciary, the title of
the person signing on behalf of the Undersigned must be stated.) A-3




---



##### 



Securities
 Indenture Issuer Guarantors Securities Act
 Specified Securities
 
 
 
 
 Undersigned Owner
 B-1




---



##### 



Transferee
  qualified institutional buyer
       (Print the name of the Undersigned, as such term is defined in the second
paragraph of this certificate.)
 B-2




---



##### 



By:Name:Title:(If the Undersigned is a corporation, partnership or fiduciary, the title of
the person signing on behalf of the Undersigned must be stated.)
 B-3




---



##### 



CITY OF LONDON
    
    )) ss.:ENGLAND
    
    )
   Name: David J. GormleyTitle: Company Secretary
 D-1




---



##### 



CITY OF LONDON
    
    )) ss.:ENGLAND
    
    )
   Name: David J. GormleyTitle: Company Secretary
 D-2




---



##### 



CITY OF LONDON
    
    )) ss.:ENGLAND
    
    )
   Name: David J. GormleyTitle: Company Secretary
 D-3




---



##### 



CITY OF LONDON
    
    )) ss.:ENGLAND
    
    )
   Name: David J. GormleyTitle: Company Secretary
 D-4