Exhibit
      4.4

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RULES OF THEBRITISH SKY BROADCASTING GROUP
LONG-TERM INCENTIVE PLAN

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Adopted by the Remuneration
      Committee, on behalf of the Board and amended
at the
meeting of the Remuneration Committee on 10 August 1999 and 3 November 2000 and
3
November 2005

Authorised by shareholders
on 30 October 1998

For Awards granted after
3 November 2005

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CONTENTS

|   |                                                   |                                                                 |     
|-- | ------------------------------------------------- | --------------------------------------------------------------- | ----
|   |                                                   |                                                                 | Page
|   |                                                   |                                                                
|1. | Definitions and Interpretation                    | 1                                                              
|   |                                                   |                                                                 |     
|   | 1.1                                               | Definitions                                                     | 1   
|   |                                                   |                                                                 |     
|   | 1.2                                               | Interpretation                                                  | 1   
|   |                                                   |                                                                
|2. | Grant of Awards                                   | 1                                                              
|   |                                                   |                                                                 |     
|   | 2.1                                               | Grant of Awards                                                 | 1   
|   |                                                   |                                                                 |     
|   | 2.2                                               | Period for granting Awards                                      | 1   
|   |                                                   |                                                                 |     
|   | 2.3                                               | Conditions to be satisfied on the exercise or vesting of Awards | 1   
|   |                                                   |                                                                 |     
|   | 2.4                                               | Approvals and consents                                          | 2   
|   |                                                   |                                                                 |     
|   | 2.5                                               | Award certificates and payment for Awards                       | 2   
|   |                                                   |                                                                 |     
|   | 2.6                                               | Awards not pensionable and personal to Participants             | 2   
|   |                                                   |                                                                 |     
|   | 2.7                                               | Disclaimer of Awards                                            | 2   
|   |                                                   |                                                                 |     
|   | 2.8                                               | Purported grant of Awards in excess of limits                   | 3   
|   |                                                   |                                                                
|3. | Plan Limits                                       | 3                                                              
|   |                                                   |                                                                 |     
|   | 3.1                                               | The 5 per cent limit                                            | 3   
|   |                                                   |                                                                 |     
|   | 3.2                                               | Exclusions from these limits                                    | 3   
|   |                                                   |                                                                
|4. | Rights of Exercise or vesting and Lapse of Awards | 3                                                              
|   |                                                   |                                                                 |     
|   | 4.1                                               | General rules for exercise and vesting                          | 3   
|   |                                                   |                                                                 |     
|   | 4.2                                               | Compassionate circumstances                                     | 4   
|   |                                                   |                                                                 |     
|   | 4.3                                               | Early Exercise of Awards                                        | 5   
|   |                                                   |                                                                 |     
|   | 4.4                                               | Early vesting of Contingent Awards                              | 6   
|   |                                                   |                                                                 |     
|   | 4.5                                               | Internal reorganisations                                        | 6   
|   |                                                   |                                                                 |     
|   | 4.6                                               | Cessation following pregnancy                                   | 7   
|   |                                                   |                                                                 |     
|   | 4.7                                               | Lapsing of Awards                                               | 7   
|   |                                                   |                                                                 |     

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|  |                                     |                                                      
|- | ----------------------------------- | -----------------------------------------------------
|5 | Exercise
      or Vesting of Awards | 8                                                    
|  |                                     |                                                      
|  | 5.1                                 | Exercise or
      vesting in whole or in part        
|  |                                     |                                                      
|  | 5.2                                 | Manner of exercise                                   
|  |                                     |                                                      
|  | 5.3                                 | Award Exercise
      Date or Award Vesting date      
|  |                                     |                                                      
|  | 5.4                                 | Issue or transfer
      of Shares                    
|  |                                     |                                                      
|  | 5.5                                 | Consents                                             
|  |                                     |                                                      
|  | 5.6                                 | Ranking of
      Shares                              
|  |                                     |                                                      
|  | 5.7                                 | Listing                                              
|  |                                     |                                                      
|  | 5.8                                 | Payment of
      Taxes                               
|  |                                     |                                                      
|6 | Adjustment of Awards                | 10                                                   
|  |                                     |                                                      
|  | 6.1                                 | Variation
      in equity share capital              
|  |                                     |                                                      
|  | 6.2                                 | Notifying
      Participants of adjustments          
|  |                                     |                                                      
|7 | Administration                      | 11                                                   
|  |                                     |                                                      
|  | 7.1                                 | Notices                                              
|  |                                     |                                                      
|  | 7.2                                 | Documents
      sent to shareholders                 
|  |                                     |                                                      
|  | 7.3                                 | Partial exercise
      or vesting of Awards          
|  |                                     |                                                      
|  | 7.4                                 | Replacement
      Award certificates                 
|  |                                     |                                                      
|  | 7.5                                 | Shares to
      cover Awards                         
|  |                                     |                                                      
|  | 7.6                                 | Administration
      of the Plan                     
|  |                                     |                                                      
|  | 7.7                                 | Costs of
      introducing and administering the Plan
|  |                                     |                                                      
|8 | Amending the Plan                   | 12                                                   
|  |                                     |                                                      
|  | 8.1                                 | The Boards
      power to amend the Plan            
|  |                                     |                                                      
|  | 8.2                                 | Shareholders
      approval                         
|  |                                     |                                                      
|  | 8.3                                 | Participants
      approval                         
|  |                                     |                                                      
|  | 8.4                                 | Notice of
      amendments                           
|  |                                     |                                                      
|  | 8.5                                 | Prohibited
      amendment                           
|  |                                     |                                                      

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|  |                         |                                                                  
|- | ----------------------- | -----------------------------------------------------------------
|9 | General                 | 13                                                               
|  |                         |                                                                  
|  | 9.1                     | Termination of the Plan                                          
|  |                         |                                                                  
|  | 9.2                     | The Plan and funding the purchase of Shares                      
|  |                         |                                                                  
|  | 9.3                     | Rights of Participants and Eligible Employees                    
|  |                         |                                                                  
|  | 9.4                     | Articles of Association                                          
|  |                         |                                                                  
|  | 9.5                     | Claims for relief under the Taxation of Chargeable Gains Act 1992
|  |                         |                                                                  
|  | 9.6                     | Governing Law                                                    
|  |                         |                                                                  
|  | Appendix of definitions | 15                                                               
|  |                         |                                                                  

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RULES OF THE BRITISH SKY BROADCASTING GROUP

LONG TERM INCENTIVE PLAN

|1.  | DEFINITIONS AND INTERPRETATION                                                                                                                                                                                                                                          
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|1.1 | Definitions:The words and expressions used in this Plan which have capital letters have the meanings set out in the Appendix. Words and expressions not otherwise defined have the
same meaning they have in the Taxes Act.                                             
|   
|1.2 | Interpretation:In these Rules:                                                                                                                                                                                                                                          
|   
|    | 1.2.1                                                                                                                                                                                                                                                                   
|   
|    | 1.2.2                                                                                                                                                                                                                                                                   
|   
|    | 1.2.3                                                                                                                                                                                                                                                                   
|   
|2.  | GRANT OF AWARDS                                                                                                                                                                                                                                                         
|   
|2.1 | Grant of Awards: The Grantor may grant to any Eligible Employee nominated by the Remuneration Committee in its absolute discretion an Award or Awards over such whole number of Shares
as the Remuneration Committee may decide.                                        
|   
|2.2 | Period for granting Awards: Awards may be granted at any time before the end of the Plan Period.                                                                                                                                                                        
|   
|2.3 | Conditions to be satisfied on the exercise or vesting of Awards: The Grantor shall grant an Award subject to such conditions as the Remuneration Committee shall decide which must be
met before some or all of the Award may be exercised or may vest. Such conditions:
|   
|    | 2.3.1                                                                                                                                                                                                                                                                   
|   

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|    | 2.3.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | may not be waived or amended by the Grantor unless:
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (i)                                                
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (ii)                                               
|   
|2.4 | Approvals and consents:The grant of an Award shall be subject to obtaining any approval or consent required under the provisions of the Listing Rules of the UK Listing Authority or of the City Code on Take-overs and Mergers
    or of any other applicable regulations or enactments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|2.5 | Award certificates and payment for Awards: The Grantor shall grant Awards by deed in such form as the Remuneration Committee shall decide. A single deed of grant may be executed in
favour of any number of Participants. Each Participant shall on, or as soon as possible after, the Date of Grant be given (i) an award certificate as evidence of the grant of an Award; and (ii) if appropriate, a notice of exercise. The award
certificate shall state whether the Award is in the form of a Nil Price Option or a Contingent Award and refer to the performance condition(s) applicable to the Award as imposed under Rule 2.3. If the Award is in the form of a Contingent Award, any
vesting schedule for that Award shall also be stated in the award certificate. There shall be no payment for the grant of an Award.
|   
|2.6 | Awards not pensionable and personal to Participants: An Award, which is not pensionable, is personal to the Participant to whom it is granted and may not, nor any rights in respect of
it, be transferred or otherwise disposed of to any other person except that, on the death of a Participant, an Award may be transmitted to his personal representatives.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|2.7 | Disclaimer of Awards: A Participant may disclaim his Award, in whole or in part, in writing to the Secretary of the Company within 30 days after the Date of Grant. No consideration
shall be paid for the disclaimer of the Award which shall be deemed, to the extent that it has been disclaimed, never to have been granted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|2.8 | Purported grant of Awards in excess of limits:If an Award is purported to be granted in excess of the limit in Rule 3, the number of Shares over which that Award has been granted
shall, together with the number of Shares over which all other Awards have been granted on the same Date of Grant, be reduced pro rata to the largest lower number (if any) as would comply with the terms of Rule 3 and the Award shall take effect over
such lower number of Shares from the Date of Grant.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|3.  | PLAN LIMITS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|3.1 | The 5 per cent limit: The number
    of unissued Shares which may be made subject to Awards under the Plan on
    any day shall not, when added to the aggregate of the number of Shares issued
    or issuable pursuant to rights granted in the previous 10 years under the
    Plan and any other Employees Share Scheme operated by the Company,
    exceed such number as represents 5 per cent of the ordinary share capital
    of the Company in issue
immediately prior to that day.  
|   
|3.2 | Exclusions from these limits: In calculating the limit in Rule 3.1 there shall be disregarded any Shares where the right to acquire such Shares was released or lapsed without being
exercised.                                                                                                                                                                                                                                                                                                 
|   
|4.  | RIGHTS OF EXERCISE OR VESTING AND LAPSE OF AWARDS                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|4.1 | General rules for exercise and vesting: An Award:                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    | 4.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    | 4.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    | 4.1.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

|                     
|---------------------
|1Board
    resolution

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|    | 4.1.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | will, in the case of a Contingent Award, vest in accordance
with any vesting schedule set out in the award certificate.                                                                                     
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|4.2 | Compassionate circumstances:An Award
    will remain capable of exercise or vesting if    a Participant
    ceases to be a director or employee of a Participating Company or an    Associated Company in one of the following circumstances:                                                                                                                                                                                                                                                                                                                                         
|   
|    | 4.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | death;                                                                                                                                                                                                      
|   
|    | 4.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | ill health, injury, disability or pregnancy;                                                                                                                                                                
|   
|    | 4.2.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | redundancy within the meaning of the Employment Rights Act 1996;                                                                                                                                            
|   
|    | 4.2.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | retirement whether at Pensionable Age or at any other age
at which the Participant is bound or entitled to retire in
accordance with the
terms of his contract of employment;                               
|   
|    | 4.2.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | early retirement by agreement with the company which employs him;                                                                                                                                           
|   
|    | 4.2.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | the company which employs him ceasing to be under the Control
of the Company or such company ceasing to be an Associated
Company;                                                                           
|   
|    | 4.2.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | the transfer or sale of the undertaking or part-undertaking
in which he is employed to a person who is neither under
the Control of the Company
nor an Associated Company; or                               
|   
|    | 4.2.8                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | any reason other than the reasons specified in Rule 4.2.1
to 4.2.7 at the discretion of the Remuneration Committee,
such discretion to be exercised within 28 days of the cessation of office or
employment.
|   
|    | SAVE THAT (unless the Remuneration Committee determines otherwise)2if
cessation occurs before the third anniversary of the Date of Grant the number
of Shares over which a Nil Price Option can be exercised or the number of Shares
which can vest under a Contingent Award shall, after taking into account any
limitation on exercise or vesting imposed under Rule 2.3, be reduced pro rata
to the number of days of service (including weekends) from the Date of Grant
to cessation compared to the number of days from the Date of Grant to the third
anniversary of that date.
|   

|                                                                                                                             
|-----------------------------------------------------------------------------------------------------------------------------
|2This
          permits awards to be pro-rated over a vesting period that is shorter
    than 3 years from the date of grant.

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|4.3 | Early exercise of Nil
      Price Options:Subject to Rule 4.5, an Award in
      the form of a Nil Price Option may, at the discretion of the Remuneration
      Committee, be exercised to the extent permitted by the Remuneration Committee:
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | 4.3.1                                                                                                                                                                                                                                          
|   
|    | 4.3.2                                                                                                                                                                                                                                          
|   
|    | 4.3.3                                                                                                                                                                                                                                          
|   
|    | 4.3.4                                                                                                                                                                                                                                          
|   

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|    |                                                                                                                                                                                                                                                   | shall, to the extent that
      they have not been exercised, lapse at the expiry of 2 months from the date
      of the resolution;                                                                                                                                                                                              
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | 4.3.5                                                                                                                                                                                                                                             | in the period beginning 3
      months before and ending 3 months after the transfer of a Participant to
      a country outside the United Kingdom who continues or will continue to hold
      an office or employment with a Participating Company or an Associated Company
      as a result of that transfer and will either:
|   
|    |                                                                                                                                                                                                                                                   | (i)                                                                                                                                                                                                                                                                                                                               
|   
|    |                                                                                                                                                                                                                                                   | (ii)                                                                                                                                                                                                                                                                                                                              
|   
|4.4 | Early vesting of Contingent
      Awards:Subject to Rule 4.5, an Award in the form
      of a Contingent Award may, at the discretion of the Remuneration Committee,
      vest to the extent permitted by the Remuneration Committee as follows:
|   
|    | 4.4.1                                                                                                                                                                                                                                             | on the first day of the 6
      month period referred to in Rule 4.3.1;                                                                                                                                                                                                                                                           
|   
|    | 4.4.2                                                                                                                                                                                                                                             | on the first day on which
      any person becomes bound or entitled to acquire Shares under Sections 428
      to 430F of the Companies Act 1985;                                                                                                                                                                                
|   
|    | 4.4.3                                                                                                                                                                                                                                             | on the day on which a compromise
      or arrangement proposed for the purposes of or in connection with a scheme
      for the reconstruction of the Company or its amalgamation with any other
      company or companies under Section 425 of the Companies Act 1985 is sanctioned
      by shareholders;                      
|   
|    | 4.4.4                                                                                                                                                                                                                                             | on the day on which shareholders
      sanction the voluntary winding-up of the Company; and                                                                                                                                                                                                                                      
|   
|    | 4.4.5                                                                                                                                                                                                                                             | on the day the Remuneration
      Committee exercises its discretion for the purposes of Rule 4.3.5.                                                                                                                                                                                                                              
|   
|4.5 | Internal reorganisations                                                                                                                                                                                                                         
|   
|    | In the event that:                                                                                                                                                                                                                               
|   

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|    | 4.5.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | a company (the Acquiring Company)
      is expected to obtain Control of the Company as a result of an offer referred
      to in Rule 4.3.1 or a compromise or arrangement referred to in Rule 4.3.3;and                    
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | 4.5.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | at least 75% of the shares in the Acquiring
      Company are expected to be held by substantially the same persons who immediately
      before the obtaining of Control of the Company were shareholders in the
      Company
|   
|    | then the Remuneration Committee,
      with the consent of the Acquiring Company, may decide before the obtaining
      of such Control that a Nil Price Option will not become exercisable under
      Rule 4.3.1 or Rule 4.3.3 or, in the case of Contingent Award, will not vest
      under Rule 4.4.1 or Rule 4.4.3, but will be automatically surrendered in
      consideration for the grant of a new award which the Committee determines
      is equivalent to the Award it replaces except that it will be over shares
      in the Acquiring Company or some other company.                                             
|   
|    | The Rules will apply to any
      new award granted under this Rule 4.5 as if references to Shares were references
      to shares over which the new award is granted and references to the Company
      were references to the company whose shares are subject to the new award.                                                                                                                                                                                                                                                                                                                                                 
|   
|4.6 | Cessation following
      pregnancy:For the purposes of Rule 4.2.2, a woman
      who leaves employment because of pregnancy will be regarded as having left
      employment on the day on which she indicates either that she does not intend
      to return to work or that she will not be returning to work. If she does
      not give such indication she will be treated as having left employment on
      the day after the day on which maternity pay under the Employment Rights
      Act 1996 ceases to be payable, or if later, any other date on which any
      maternity pay ceases to be payable by her employer.
|   
|4.7 | Lapsing of Awards:
      Awards shall lapse to the extent not already exercised or vested on the
      earliest of the following events occurring:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    | 4.7.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | in respect of a Nil Price Option, the
      earlier of: i) any date of lapse specified in the deed granting an Award;
      and ii) the fourth anniversary of the Date of Grant;                                               
|   
|    | 4.7.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | in respect of a Contingent Award, the
      vesting date (if any) specified in the deed granting an Award;                                                                                                                     
|   

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|    | 4.7.3                                                                                                                                            | in respect of a Nil Price
        Option, the expiry of any of the periods specified in Rules 4.3.1, 4.3.2
        and 4.3.3 or as specified in Rule 4.3.4 and, in respect of a Contingent
        Award, to the extent not vested on the day after the day specified in
    Rules 4.4.1 to 4.4.5;                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                          
|    | 4.7.4                                                                                                                                            | the Participant ceasing
        to hold an office or employment with a Participating Company or an Associated
    Company in any circumstances other than:                                                                                                                                                                                               
|    |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                  | (i)                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                  | (ii)                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                          
|    | 4.7.5                                                                                                                                            | if the Participant ceases
        to hold an office or employment with a Participating Company or an Associated
        Company for any reason specified in Rules 4.2.1 to 4.2.8 then, in respect
        of a Nil Price Option, the expiry of one month following the date on
    which the Nil Price Option first becomes exercisable under Rule 4.1.1;
|    |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                          
|    | 4.7.6                                                                                                                                            | subject to Rule 4.3.4 in
        respect of a Nil Price Option, and subject to Rule 4.4.4 in respect of
        a Contingent Award, the passing of an effective resolution, or the making
        of an order by the court, for the winding-up of the
Company;                                                                                           
|    |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                          
|    | 4.7.7                                                                                                                                            | to the extent the Award
        does not become exercisable or vest in full as a result of the failure
        to satisfy the performance condition(s) applicable to the Award imposed
    under Rule 2.3;                                                                                                                                               
|    |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                          
|    | 4.7.8                                                                                                                                            | the Participant being deprived
        of the legal or beneficial ownership of the Award by operation of law,
        or doing or omitting to do anything which causes him to be so deprived
    or being declared bankrupt; and                                                                                                                         
|    |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                          
|    | 4.7.9                                                                                                                                            | the Participant purporting
        to transfer or dispose of the Award or any rights in respect of it other
    than as permitted under Rule 2.6.                                                                                                                                                                                                        
|    |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                          
|5.  | EXERCISE OR VESTING
    OF AWARDS                                                                                                               
|    |                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                          
|5.1 | Exercise or vesting
            in whole or in part:Subject to Rules 4.3
    and 4.4, an Award may be exercised or may vest in whole or in part.
|    |                                                                                                                                                 

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|5.2 | Manner of exercise:
          To exercise an Award which takes the form of a Nil Price Option in
          whole or in part, the Participant must deliver to the address specified
          in the notice of
exercise:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 5.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 5.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|5.3 | Award Exercise Date
            or Award Vesting Date: In the case of an
            Award in the form of a Nil Price Option, the Award Exercise Date
            shall be the date of receipt of all the items referred to in Rule
            5.2. In the case of an Award in the form of a Contingent Award, the
            Award Vesting Date shall, subject to Rule 4.4, be the date, or dates
            if set out in a Vesting schedule, stated on the award certificate;
            UNLESS, in either case, conditions must be fulfilled before an Award
            may be exercised or may vest, in which case the Award shall not be
            treated as exercised or vested unless and until the Remuneration
    Committee is satisfied that those conditions have been fulfilled.                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|5.4 | Issue or transfer
            of Shares:Subject to Rule 5.5, the Grantor
            shall procure the transfer or allotment of any Shares to be transferred
            or allotted to a Participant (or his nominee) pursuant to the exercise
            or vesting of an Award within 30 days following the Award Exercise
            Date or Award Vesting Date. Shares may only be allotted to satisfy
            the exercise of a Nil Price Option or the vesting of a Contingent
            Award if and to the extent that the Board shall be authorised to
            capitalize from the reserves of the Company a sum at least equal
            to the nominal value of the Shares in respect of which the Nil Price
            Option is exercised or the Contingent Award has vested and applies
            such sum in paying up such amount on such Shares so that on the exercise
            of a Nil Price Option or the vesting of a Contingent Award which
            is to be satisfied by the issue of Shares the Board shall capitalize
            such sum and apply the same in paying up
such amount.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|5.5 | Consents:
          The allotment or transfer of any Shares under the Scheme shall be subject
    to obtaining any such approval or consent as is mentioned in Rule 2.4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|5.6 | Ranking of Shares:
    Shares which are:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 5.6.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | reference to a record date preceding
    the Award Exercise Date or the Award Vesting Date; or                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                          
|    | 5.6.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | transferred under the Scheme shall
        not be entitled to any rights attaching to Shares by reference to a record
    date preceding the Award Exercise Date or the Award Vesting Date.              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                          
|5.7 | Listing:
          If and for so long as the Shares are listed on the London Stock Exchange,
          the Company shall apply for listing of any Shares issued under the
          Scheme as soon as practicable
after their allotment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                          
|5.8 | Payment of Taxes:The
          exercise of a Nil Price Option or the vesting of a Contingent Award
          is subject to any withholding that may be necessary on account of a
          Participants Tax Liability in respect of the relevant Award.
          The Company or any relevant Participating Company shall make arrangements
          to sell on behalf of the Participant such number of Shares acquired
          on the exercise of a Nil Price Option or the vesting of a Contingent
          Award as is necessary to discharge the Participants Tax Liability
          except to the extent that the Participant agrees to fund all or part
          of his Tax
Liability in a different manner.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                          
|6.  | ADJUSTMENT OF AWARDS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                          
|6.1 | Variation in equity
    share capital: If there is a Variation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                          
|    | 6.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | the number of Shares over which an
    Award is granted; and                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                          
|    | 6.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | where an Award has been exercised or
        has vested but at the date of the Variation no Shares have been transferred
    pursuant to such exercise, the number of Shares which may be so transferred;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                          
|    | shall be adjusted in such
    manner as the Remuneration Committee shall determine.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                          
|6.2 | Notifying Participants
            of adjustments:The Grantor may take such
            steps as it may consider necessary to notify Participants of any
            adjustment made under this Rule 6 and to call in, cancel, endorse,
    issue or re-issue any award certificate as a result of such adjustment.                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                          

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|7.  | ADMINISTRATION                                                                                                                                                                                                                                                                        
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|7.1 | Notices:Any notice or other communication in connection with the Plan may be given:                                                                                                                                                                                                   
|   
|    | 7.1.1                                                                                                                                                                                                                                                                                 
|   
|    | 7.1.2                                                                                                                                                                                                                                                                                 
|   
|    |                                                                                                                                                                                                                                                                                       
|   
|    |                                                                                                                                                                                                                                                                                       
|   
|    | Where a notice or other communication is given by first-class post, it shall
be deemed to have been received 72 hours after it was put into the post properly
addressed and stamped.                                                                                                  
|   
|    | 7.1.3                                                                                                                                                                                                                                                                                 
|   
|    | Where notice is given by electronic communication, in the absence of evidence
to the contrary, it will be deemed to have been received on the day after sending.                                                                                                                      
|   
|7.2 | Documents sent to shareholders:Participants may receive copies of any notice or document sent by the Company to the holders of Shares.                                                                                                                                                
|   
|7.3 | Partial exercise or vesting of Awards:In the case of the partial exercise or vesting of an Award, the Grantor may in consequence call in, endorse or cancel and re-issue, as it
considers appropriate, any certificate for the balance of the Shares over which the Award was granted.
|   
|7.4 | Replacement award certificates:If any award certificate shall be worn out, defaced or lost, it may be replaced on such evidence being provided as the Grantor may require.                                                                                                            
|   

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|7.5 | Shares to cover Awards:The Grantor shall at all times keep available sufficient Shares or procure that sufficient Shares are available to satisfy all Awards granted by
it.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|7.6 | Administration of the Plan:The Plan shall be administered by the Remuneration Committee. The Remuneration Committee shall have full authority, consistent with the Plan, to administer
the Plan, including authority to interpret and construe any provision of the Plan and to adopt such regulations for administering the Plan and such forms of exercise as it may deem necessary or appropriate. Decisions of the Remuneration Committee
shall be final and binding on all parties.                                                                                                                           
|   
|7.7 | Costs of introducing and administering the Plan:The
    costs of introducing and administering the Plan shall be borne by the Company.
    However, the Company may require any Subsidiary of the Company to enter into
    such agreement with it as it shall deem necessary to oblige such Subsidiary
    to reimburse the Company for any costs borne by the Company directly or indirectly
    in respect of such Subsidiarys officers or employees. The
Company may also enter into a similar agreement with any Participating Company
    or Associated Company which is not a Subsidiary of the Company.   
|   
|8.  | AMENDING THE PLAN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|8.1 | The Boards power to amend the Plan:Subject to the provisions of Rule 8.2 the Board may at any time alter, delete or add to all or any of the provisions of the Plan in any
respect.                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|8.2 | Shareholders approval:No alteration, deletion or addition to the advantage of Participants shall be made under Rule 8.1 to the definition of Eligible Employee, Rule 3 and Rule
6 without the prior approval by ordinary resolution of the members of the Company in general meeting unless the alteration, deletion or addition is minor and to benefit the administration of the Plan, to take account of a change in legislation, or
to obtain or maintain favourable taxation, exchange control or regulatory treatment for the Company or Subsidiary of the Company or Associated Company or any Participant.
|   
|8.3 | Participants approval:No alteration, deletion or addition shall be made under Rule 8.1 which would abrogate or adversely affect the subsisting rights of a Participant unless it
is made:                                                                                                                                                                                                                                                                                                                                                                                                                         
|   

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|    | 8.3.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | with the consent in writing of such number of Participants as hold Awards
    under the Plan to acquire 75 per cent of the Shares which would be issued
    or transferred if all Awards granted and subsisting under the Plan were exercised
    or had vested in full (ignoring any conditions which may be attached to their
    exercise); or
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | 8.3.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | by a resolution at a meeting of Participants passed by not less than 75 per
    cent of the Participants who attend and vote either in person or by proxy,                                                                                                                                                                                       
|   
|    | and for the purpose of this Rule 8.3 the provisions of the Articles of Association
of the Company relating to shareholder meetings shall apply with the necessary
changes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|8.4 | Notice of amendments:Participants shall be given written notice of any alteration, deletion or addition under Rule 8.1 as soon as reasonably practicable after they have been
made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|8.5 | Prohibited amendment:No alteration
    shall be made to the Plan if, as a result of the alteration, the Plan would
    cease to be an Employees Share Scheme.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|9.  | GENERAL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|9.1 | Termination of the Plan:The Plan shall terminate following the end of the Plan Period or at any earlier time by the passing of a resolution by the Board. Termination of the Plan
shall not affect the subsisting rights of Participants.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|9.2 | The Plan and funding the purchase of Shares:The Company and any Subsidiary of the Company may provide money to the trustees of any trust or any other person to enable them or him to
acquire Shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent permitted by Section 153 of the Companies Act 1985. In addition, the Company may require
    any Subsidiary to enter into such other agreement or agreements as it shall
    deem necessary to oblige such Subsidiary to reimburse the Company for any
    other amounts paid by the Company in relation to the Plan, directly or indirectly
    in respect of such Subsidiarys officers or employees. The Company may
    also enter into a similar agreement or agreements with any Participating
    Company or Associated
Company which is not a Subsidiary of the Company.
|   

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|9.3 | Rights of Participants and Eligible Employees:Nothing in the Plan shall be deemed to give any officer or employee of any Participating Company or Associated Company any right to
participate in the Plan. The rights and obligations of any individual under the terms of his office or employment with a Participating Company or Associated Company shall not be affected by his participation in the Plan nor any right which he may
have to participate under it. An individual who participates under the Plan waives all and any rights to compensation or damages in consequence of the termination of his office or employment with a Participating Company or Associated Company for any
reason whatsoever insofar as those rights arise or may arise from his ceasing to have rights under or to be entitled to exercise any Award under the Plan as a result of such termination or from the loss or diminution in value of such rights or
entitlements.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|9.4 | Articles of Association: Any Shares acquired on the exercise of Awards shall be subject to the Articles of Association of the Company as amended from time to time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|9.5 | Claims for relief under the Taxation of Chargeable Gains Act 1992:In the event that Shares are transferred to a Participant in pursuance of any Award granted under the Plan, the
Participant shall, if so required by the person making the transfer, join that person in making a claim for relief under Section 165 of the Taxation of Chargeable Gains Act 1992 in respect of the disposal made by him in affecting such
transfer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|9.6 | Governing Law:These Rules shall be governed by and construed in accordance with the law of England. All Participants, the Company and any other Participating Company or Associated
Company shall submit to the jurisdiction of the English courts in relation to anything arising under the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   

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APPENDIX

|DEFINITIONS        |                                              | 
|------------------ | -------------------------------------------- | 
|                   |                                              | 
|                   |                                              | 
|Appendix           | this appendix which forms part of the Rules;
|                   |                                              | 
|Associated Company | in relation to the Company:                 

|                    |                                                                                                                                              |                                                                                                                                                                                                                                                                          
|------------------- | -------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    | (i)                                                                                                                                          | any company which has Control of the Company;                                                                                                                                                                                                                            
|                   
|                    | (ii)                                                                                                                                         | any company (other than a Participating Company) which is under the Control
    of any company referred to in (i) above;                                                                                                                                                 
|                   
|                    | (iii)                                                                                                                                        | a body corporate which is a subsidiary undertaking (within the meaning of
    section 258 of the Companies Act 1985) of the Company and has been designated
    by the Board for this purpose; and                                                                       
|                   
|                    | (iv)                                                                                                                                         | any other body corporate in relation to which a body corporate within paragraph
    (i), (ii), or (iii) above is able (whether directly or indirectly) to exercise
    20% or more of its equity voting rights and has been designated by the Board
    for this purpose;
|                    |                                                                                                                                              |                                                                                                                                                                                                                                                                          
|Award               | An award is a
      contingent right to acquire shares which is either subsisting or is proposed
    to be granted and may take the form of:
|                    |                                                                                                                                              |                                                                                                                                                                                                                                                                          
|                    | (a)                                                                                                                                          | an option with an option price equal
    to zero (Nil Price Option) or                                                                                                                                                                                                 
|                    |                                                                                                                                              |                                                                                                                                                                                                                                                                          
|                    | (b)                                                                                                                                          | a contingent right to acquire shares
    at no cost (Contingent Award);                                                                                                                                                                                                
|                    |                                                                                                                                              |                                                                                                                                                                                                                                                                          
|Award Exercise Date | the date when
      the exercise of an Award is effective because it complies with Rules 5.2
    and 5.3;                                   
|                   

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|Award Vesting
    Date      | the date when
    the Award vests because it complies with Rule 5.3;                                                                                                           
|--------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                            |                                                                                                                                                                                
|the Company                 | British Sky
    Broadcasting Group plc (registered no. 2247735);                                                                                                               
|                            |                                                                                                                                                                                
|Control                     | has the meaning
    given by Section 840 of the Taxes Act;                                                                                                                     
|                            |                                                                                                                                                                                
|Date of Grant               | the date on
        which the Grantor grants an Award by the execution of a deed under Rule
    2.5;                                                                           
|                            |                                                                                                                                                                                
|Dealing Day                 | any day on
    which the London Stock Exchange is open for the transaction of business;                                                                                        
|                            |                                                                                                                                                                                
|Eligible Employee           | any person
        who at the Date of Grant is an employee (including an executive director
    of the Company);                                                               
|                            |                                                                                                                                                                                
|Employees Share
    Scheme | the meaning
    given by Section 743 of the Companies Act 1985;                                                                                                                
|                            |                                                                                                                                                                                
|Grantor                     | in relation
        to an Award, the person who has granted that Award which may be the Company,
    an employees trust or any other person;                                  
|                            |                                                                                                                                                                                
|London Stock Exchange       | the London
        Stock Exchange Limited or any successor body carrying on the business
    of the London Stock Exchange;                                                     
|                            |                                                                                                                                                                                
|Model Code                  | the Model
        Code for transactions in securities by directors and certain employees
        of listed companies issued by the London Stock Exchange from time to
    time;
|                            |                                                                                                                                                                                

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|Participant            | any Eligible Employee to whom an Award
    has been granted, or (where the context requires) his personal representatives;                                                                                                                                   
|---------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                       |                                                                                                                                                                                                                                                              
|Participating Company  | (i)                                                                                                                                                                                                                                                          
|                       |                                                                                                                                                                                                                                                              
|                       | (ii)                                                                                                                                                                                                                                                         
|                       |                                                                                                                                                                                                                                                              
|Pensionable Age        | age 65;                                                                                                                                                                                                                                                      
|                       |                                                                                                                                                                                                                                                              
|Plan                   | the British Sky Broadcasting Group
        Long-Term Incentive Plan in its present form or as from time to time
    amended in accordance with the Rules;                                                                                                    
|                       |                                                                                                                                                                                                                                                              
|Plan Period            | the period starting on the date the
        Scheme is approved by the Company in general meeting and ending on the
    tenth anniversary of that date;                                                                                                       
|                       |                                                                                                                                                                                                                                                              
|Remuneration Committee | a duly authorised remuneration committee
    of the Board the majority of whose members are non-executive directors;                                                                                                                                         
|                       |                                                                                                                                                                                                                                                              
|Rules                  | these rules as amended from time to
    time;                                                                                                                                                                                                                
|                       |                                                                                                                                                                                                                                                              
|Share                  | a fully paid ordinary share in the capital
    of the Company;                                                                                                                                                                                               
|                       |                                                                                                                                                                                                                                                              
|Subsidiary             | a company as defined by Section 736
    of the Companies Act 1985;                                                                                                                                                                                           
|                       |                                                                                                                                                                                                                                                              
|Tax Liability          | in relation to a Participant, the amount
        of all taxes and/or national insurance contributions or any other contributions
        which any Participating Company and/or Associated Company is required
        to account for in respect of an
Award;
|                       |                                                                                                                                                                                                                                                              

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|Taxes Act | the Income and Corporation Taxes Act 1988; and                                                                                                                                                                            
|--------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          |                                                                                                                                                                                                                           
|Variation | any variation to the equity
      share capital of the Company including (without limitation) a capitalisation
      issue, an offer or invitation made by way of rights, a subdivision, a consolidation
    or reduction.
|          |                                                                                                                                                                                                                           

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