Exhibit 2.12
  BSKYB FINANCE UK plc
  BRITISH SKY BROADCASTING GROUP plc
  BSKYB FINANCE UK plc
BSKYB PUBLICATIONS LIMITED
BRITISH SKY BROADCASTING GROUP plc
BRITISH SKY BROADCASTING LIMITED
SKY SUBSCRIBERS SERVICES LIMITED
  BSKYB INVESTMENTS LIMITED
  SKY IN-HOME SERVICE LIMITED
   BNY CORPORATE TRUSTEE SERVICES LIMITED
  SUPPLEMENTAL TRUST DEED




---



##### 



This Supplemental Trust Deed between:
 (1)
    
    BSKYB FINANCE UK plc(BSkyB Finance) and BRITISH SKY BROADCASTING GROUP plc(BSkyB) (each
an Issuer and together, the Issuers);
 (2)
    
    BSKYB FINANCE, BSKYB, BRITISH SKY BROADCASTING LIMITED(BSkyB Limited), SKY SUBSCRIBERS
SERVICES LIMITED(Sky Subscribers) BSKYB PUBLICATIONS LIMITED(BSkyB Publications) and
BSKYB INVESTMENTS LIMITED(BSkyB Investments) (each when acting in its capacity as
guarantor, an Initial Guarantor and together, the Initial Guarantors);
 (3)
    
    SKY IN-HOME SERVICE LIMITED (the Acceding Guarantor); and
 (4)
    
    BNY CORPORATE TRUSTEE SERVICES LIMITED(the Trustee, which expression, where the context so
admits, includes any other trustee for the time being of this Trust Deed).
 Whereas:
 (A)
    
    This Supplemental Trust Deed is supplemental to the Trust Deed dated 2 April 2007 (as amended
and restated from time to time) (the Original Trust Deed) made among BSkyB Finance, BSkyB,
BSkyB Limited, Sky Subscribers, BSkyB Publications, BSkyB Investments and the Trustee,
relating to the BSKYB Finance UK plc and British Sky Broadcasting Group plc £1,000,000,000
Euro Medium Term Note Programme.
 (B)
    
    The Acceding Guarantor, having acceding to the Revolving Credit Facility as a guarantor of
Indebtedness pursuant to Clause 19.17 (Acceding Guarantors) of the Revolving Credit Facility,
has agreed, pursuant to Condition 3(c) and Clause 5.9 of the Original Trust Deed, to enter
into this Supplemental Trust Deed with the intention that it will accede as guarantor to the
Original Trust Deed.
 Now this Supplemental Trust Deed witnesses
 1
    
    DefinitionsSubject as hereinafter provided and unless there is anything in the subject or context
inconsistent therewith, all words and expressions defined in the Original Trust Deed (as
defined above) shall have the same meanings in this Supplemental Trust Deed.2008 Bonds means the U.S.$750,000,000 6.10 per cent. Senior Unsecured Notes due 2018
issued pursuant to an indenture dated 15 February 2008 (the Indenture) made among BSkyB as
issuer, BSkyB Limited, BSkyB Finance, BSkyB Investments and BSkyB Publications as initial
guarantors, and the Trustee. The Acceding Guarantor acceded to the Indenture as a guarantor
by supplemental indenture on August 2008.2
    
    AccessionThe Acceding Guarantor agrees irrevocably and unconditionally to guarantee on the terms
mutatis mutandisof Clause 5 of the Original Trust Deed and on a pari passubasis with the
Acceding Guarantors obligations as guarantor in each of the 1999 Bonds, the 2005 Bonds, the
2008 Bonds or the Revolving Credit Facility, as may be applicable, the due and punctual
payment of all sums expressed to be payable by the Issuer under the Trust Deed, the Notes,
Receipts and Coupons when as the same shall become due and payable.
 1




---



##### 



3
    
    Contracts (Rights of Third Parties) Act 1999A person who is not a party to this Supplemental Trust Deed has no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of this Supplemental Trust Deed
except to the extent (if any) that this Supplemental Trust Deed expressly provides for such
Act to apply to any of its terms.4
    
    General4.1
    
    The Original Trust Deed and this Supplemental Trust Deed shall henceforth be read and
construed as one trust deed so that all references in the Original Trust Deed to this Trust
Deed or the Trust Deed shall be deemed to refer to the Original Trust Deed as amended and
supplemented by this Supplemental Trust Deed and as may be further amended from time to time.4.2
    
    A memorandum of this Supplemental Trust Deed shall be endorsed by the Trustee on the original
of the Original Trust Deed.4.3
    
    This Supplemental Trust Deed may be executed in counterparts, each of which, taken together,
shall constitute one and the same Supplemental Trust Deed and any party may enter into this
Supplemental Trust Deed by executing a counterpart.5
    
    Governing LawThis Supplemental Trust Deed and any non-contractual obligations arising out of or in
connection with it shall be governed by, and construed in accordance with, English Law.
 2




---



##### 



In witness this Supplemental Trust Deed
 EXECUTED
 BSYKB FINANCE UK plcas IssuerBy:
    
    By:BRITISH SKY BROADCASTING GROUP plcas IssuerBy:
    
    By:BSKYB FINANCE UK plcas Initial GuarantorBy:
    
    By:BRITISH SKY BROADCASTING GROUP plcas Initial GuarantorBy:
    
    By:BRITISH SKY BROADCASTING LIMITEDas Initial GuarantorBy:
    
    By:SKY SUBSCRIBERS SERVICES LIMITEDas Initial GuarantorBy:
    
    By:BSKYB PUBLICATIONS LIMITEDas Initial GuarantorBy:
    
    By:BSKYB INVESTMENTS LIMITEDas Initial GuarantorBy:
    
    By:




---



##### 



SKY IN-HOME SERVICE LIMITEDas Acceding GuarantorBy:
    
    By:EXECUTED AS A DEED BY AFFIXING THE COMMON SEAL OFBNY CORPORATE TRUSTEE SERVICES LIMITEDas Trustee By:By:
    
    By:




---



##### 



Table of Contents
 Page1       Definitions
    
    
    12       Accession
    
    
    13       Contracts (Rights of Third Parties) Act 1999
    
    
    24       General
    
    
    25       Governing Law
    
    
    2
 i