**CONTENTS**     **Rule**  **Page**1. **DEFINITIONS AND INTERPRETATION**  **1**      2. **GRANT OF AWARDS**  **1**      3. **PLAN LIMITS**  **3**      4. **RIGHTS OF EXERCISE OR VESTING AND LAPSE OF AWARDS**  **3**      5. **EXERCISE OR VESTING OF AWARDS**  **8**      6. **ADJUSTMENT OF AWARDS**  **10**      7. **ADMINISTRATION**  **11**      8. **AMENDING THE PLAN**  **12**      9. **GENERAL**  **13** 
 

 
**RULES OF THE BRITISH SKY BROADCASTING GROUP****2008 LONG TERM INCENTIVE PLAN**1. **DEFINITIONS AND INTERPRETATION** 1.1 **Definitions:**The words and expressions used in this Plan which have capital letters have themeanings set out in the Appendix. 1.2 **Interpretation:**In these Rules: 1.2.1 the headings are for the sake of convenience only and should be ignored whenconstruing the Rules;  1.2.2 reference to any statutory provisions are to those provisions as amended,extended or re-enacted from time to time, and shall include any regulations or othersubordinate legislation made under them; and  1.2.3 the Interpretation Act 1978 shall apply with the necessary changes as if theseRules were an Act of Parliament.2. **GRANT OF AWARDS** 2.1 **Grant of Awards:**The Grantor may grant to any Eligible Employee nominated by the RemunerationCommittee in its absolute discretion an Award or Awards over such whole number of Shares asthe Remuneration Committee may decide. 2.2 **Period for granting Awards:**Subject to Rule 2.4, an Award may only be granted: 2.2.1 within 6 weeks beginning with: (i) the date on which the Plan is approved by the shareholders of theCompany; or  (ii) the date on which the Company announces its results for any period;or 2.2.2 at any other time when the Committee considers that circumstances aresufficiently exceptional to justify its grant          but an Award may not be granted after the end of the Plan Period.2.3 **Conditions to be satisfied on the exercise or vesting of Awards:**The Grantor shall grant anAward subject to such conditions as the Remuneration Committee shall decide which must be metbefore some or all of the Award may be exercised or may vest. Such conditions: 2.3.1 must be objective and stated in writing at the Date of Grant; and  2.3.2 may not be amended by the Grantor unless:
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 (i) an event occurs which causes the Remuneration Committee to considerthat an amendment to the conditions would be a fairer measure of performance; and  (ii) the Remuneration Committee reasonably considers that an amendmentto the conditions would not make the conditions more difficult nor easier tosatisfy than the unamended conditions would have been but for the event inquestion.2.4 **Approvals and consents:**The grant of an Award shall be subject to obtaining any approval orconsent required under the provisions of the Listing Rules of the UK Listing Authority or ofthe 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 suchform as the Remuneration Committee shall decide. A single deed of grant may be executed infavour of any number of Participants. Each Participant shall on, or as soon as possibleafter, the Date of Grant be given (i) an award certificate as evidence of the grant of anAward; and (ii) if appropriate, a notice of exercise. The award certificate shall statewhether the Award is in the form of an Option or a Contingent Award and refer to theperformance condition(s) applicable to the Award as imposed under Rule 2.3. The RemunerationCommittee may impose an Option Price on the exercise of an Option which it may reduce or waiveprior to the exercise of the Option. There shall be no payment for the grant of an Award. 2.6 **Dividend equivalent:**The Remuneration Committee may decide on or before the grant of an Awardthat a Participant (or his nominee) shall be entitled to receive a benefit determined byreference to the value of the dividends that would have been paid on the Shares in respect ofwhich an Option is exercised or a Contingent Award vests based on the dividend record datesoccurring during the period between the Date of Grant and the date on which Shares are issuedor transferred to the Participant pursuant to such exercise or vesting. The RemunerationCommittee shall decide the basis on which the value of such dividends shall be calculatedwhich may assume the reinvestment of dividends. The Remuneration Committee may also decide atthis time whether the Dividend Equivalent shall be provided to the Participant in the form ofcash and/or Shares. The Dividend Equivalent shall be provided in accordance with Rule 5.9. 2.7 **Awards not pensionable and personal to Participants:**An Award, which is not pensionable, ispersonal to the Participant to whom it is granted and may not, nor any rights in respect ofit, be transferred or otherwise disposed of to any other person except that, on the death of aParticipant, an Award may be transmitted to his personal representatives. 2.8 **Disclaimer of Awards:**A Participant may disclaim his Award, in whole or in part, in writingto the Secretary of the Company within 30 days after the Date of Grant. No considerationshall be paid for the disclaimer of the Award which shall be deemed, to the extent that it hasbeen disclaimed, never to have been granted. 2.9 **Purported grant of Awards in excess of limits:**If an Award is purported to be granted inexcess of the limit in Rule 3, the number of Shares over which that Award
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  has been granted shall, together with the number of Shares over which all other Awards havebeen granted on the same Date of Grant, be reduced pro rata to the largest lower number (ifany) as would comply with the terms of Rule 3 and the Award shall take effect over such lowernumber of Shares from the Date of Grant. 3. **PLAN LIMITS** 3.1 **The 5 per cent limit:**The number of unissued Shares and treasury Shares which may be madesubject to Awards under the Plan on any day shall not, when added to the aggregate of thenumber of: 3.1.1 Shares issued or issuable; and  3.1.2 treasury Shares transferred or transferable  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 theordinary 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 bedisregarded any Shares where the right to acquire such Shares was released or lapsed withoutbeing exercised. Treasury Shares shall cease to count towards the limit in Rule 3.1 ifinstitutional investors decide that they need not count. 4. **RIGHTS OF EXERCISE OR VESTING AND LAPSE OF AWARDS** 4.1 **General rules of exercise and vesting:**An Award: 4.1.1 shall not, subject to Rules 4.2 and 4.4, be exercised or vest earlier than suchdate or dates as may be specified at the Date of Grant provided such date or dates fallon or after the third anniversary of the start of the Performance Period:  4.1.2 may only be exercised or vest whilst the Participant is a director or employeeof a Participating Company or an Associated Company or if he has ceased to be such inone of the circumstances set out in Rule 4.2 or 4.3;  4.1.3 may only be exercised or vest if, and to the extent that, the conditions (asamended, if appropriate) imposed under Rule 2.3, have been fulfilled to the satisfactionof the Remuneration Committee (unless, in the case of Rule 4.2, they are waived) EXCEPTif the Award is exercised or vests early under Rule 4.4 or Rule 4.5 respectively.4.2 **Compassionate circumstances — death:**If a Participant ceases to be a director or employee ofa Participating Company or an Associated Company by reason of his death then: 4.2.1 any Award in the form of an Option which he holds on such cessation may beexercised by his personal representatives for a period of 12 months following suchcessation to the extent permitted by this Rule; and  4.2.2 any Award in the form of a Contingent Award which he holds on such cessationshall vest on such cessation to the extent permitted by this Rule.
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  If an Award becomes exercisable or vests pursuant to this Rule then the number of Shares overwhich an Option can be exercised or the number of Shares which can vest under a ContingentAward shall be determined as follows: (i) by applying any limitation on exercise or vesting imposed underRule 2.3; and  (ii) applying a pro rata reduction to the number of Shares determinedunder paragraph (i) above based on the number of days service (includingweekends) from the start of the Performance Period to cessation compared to thenumber of days from the start of the Performance Period to the Normal VestingDate  unless the Remuneration Committee decides it would be appropriate in the circumstances towaive or relax either or both of the limitations in paragraphs (i) and (ii) above. 4.3 **Compassionate circumstances — other than death:**An Award will remain capable of exercise orvesting if a Participant ceases to be a director or employee of a Participating Company or anAssociated Company in one of the following circumstances: 4.3.1 ill health, injury or disability;  4.3.2 redundancy within the meaning of the Employment Rights Act 1996;  4.3.3 retirement with the agreement of his employer;  4.3.4 the company which employs him ceasing to be under the Control of the Company orsuch company ceasing to be an Associated Company;  4.3.5 the transfer or sale of the undertaking or part-undertaking in which he isemployed to a person who is neither under the Control of the Company nor an AssociatedCompany; or  4.3.6 any reason other than the reasons specified in Rule 4.3.1 to 4.3.5 at thediscretion of the Remuneration Committee  SAVE THAT (unless the Remuneration Committee determines otherwise) if cessation occurs beforethe Normal Vesting Date then the number of Shares over which an Option can be exercised orthe number of Shares which can vest under a Contingent Award shall, after taking into accountany limitation on exercise or vesting imposed under Rule 2.3, be reduced pro rata to thenumber of days of service (including weekends) from the start of the Performance Period tocessation compared to the number of days from the start of the Performance Period to theNormal Vesting Date.   A Participant shall not be treated for the purposes of this Rule 4 as ceasing to be adirector or employee of a Participating Company or an Associated Company until such time ashe is no longer a director or employee of any such company.
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4.4 **Early exercise of Options:**Subject to Rule 4.6, an Award in the form of an Option may, at thediscretion of the Remuneration Committee, be exercised to the extent permitted by theRemuneration Committee: 4.4.1 within the period of 3 months following the date on which a person who made anoffer to acquire Shares (which was either unconditional or was made on a condition suchthat if it were satisfied the person making the offer would have Control of theCompany), has obtained Control of the Company and any condition subject to which theoffer is made has been satisfied. For the purpose of this Rule 4.4.1 a person shall bedeemed to have obtained Control of the Company if he and others acting in concert (asdefined by the City Code on Take-overs and Mergers) with him have together obtainedControl of it;  4.4.2 at any time during which any person who has become bound or entitled to acquireShares under Sections 979 to 985 of the Companies Act 2006 or Articles 421 to 423 of theCompanies (Northern Ireland) Order 1986 remains so bound or entitled;  4.4.3 within the period of 3 months of a compromise or arrangement being sanctioned bythe Court under section 899 of the Companies Act 2006 in connection with or for thepurposes of a change in Control of the Company;  4.4.4 during such period (if any) as the Remuneration Committee decides, if ademerger, special dividend or similar event is proposed which, in the opinion of theRemuneration Committee, would affect the market price of Shares to a material extent;  4.4.5 at any time before a resolution for the voluntary winding-up of the Company, ofwhich the Company shall give notice to all Participants, has been passed or defeated orthe meeting concluded or adjourned indefinitely, conditionally on the resolution beingpassed. If such resolution is passed all Options shall, to the extent that they havenot been exercised, lapse at the expiry of 2 months from the date of the resolution;  4.4.6 in the period beginning 3 months before and ending 3 months after the transferof a Participant to a country outside the United Kingdom who continues or will continueto hold an office or employment with a Participating Company or an Associated Company asa result of that transfer and will either: (i) become subject to income tax on his remuneration in the country towhich he is transferred such that he will suffer a tax disadvantage uponexercising his Option following the transfer; or  (ii) becomes subject to restrictions on his ability to exercise hisOption or to deal in the Shares that may be acquired upon the exercise of thatOption because of, or in consequence of, the securities laws or exchange controllaws of the country to which he is transferred.4.5 **Early vesting of Contingent Awards:**Subject to Rule 4.6, an Award in the form of aContingent Award may, at the discretion of the Remuneration Committee, vest to the extentpermitted by the Remuneration Committee as follows:
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 4.5.1 on the first day of the 3 month period referred to in Rule 4.4.1;  4.5.2 on the first day on which any person becomes bound or entitled to acquire Sharesunder Sections 979 to 985 of the Companies Act 2006;  4.5.3 on the day on which a compromise or arrangement is sanctioned by the Court undersection 899 of the Companies Act 2006 in connection with or for the purposes of a changein Control of the Company;  4.5.4 on the first day of the period referred to in Rule 4.4.4;  4.5.5 on the day on which shareholders sanction the voluntary winding-up of theCompany; and  4.5.6 on the day specified by the Remuneration Committee if it exercises itsdiscretion for the purposes of Rule 4.4.6.4.6 **Internal reorganisations**   In the event that: 4.6.1 a company (the “Acquiring Company”) is expected to obtain Control of the Companyas a result of an offer referred to in Rule 4.4.1 or a compromise or arrangementreferred to in Rule 4.4.3; and  4.6.2 at least 75% of the shares in the Acquiring Company are expected to be held bysubstantially the same persons who immediately before the obtaining of Control of theCompany were shareholders in the Company  then the Remuneration Committee, with the consent of the Acquiring Company, may decide beforethe obtaining of such Control that an Award will be automatically surrendered inconsideration for the grant of a new award which the Committee determines is equivalent tothe Award it replaces except that it will be over shares in the Acquiring Company or someother company.   The Rules will apply to any new award granted under this Rule 4.6 as if references to Shareswere references to shares over which the new award is granted and references to the Companywere references to the company whose shares are subject to the new award.4.7 **Lapsing of Awards:**Awards shall lapse to the extent not already exercised or vested on theearliest of the following events occurring: 4.7.1 in respect of an Option, the date of lapse specified in the deed granting anAward or, in the absence of any such date, the sixth anniversary of the Date of Grant;  4.7.2 in respect of a Contingent Award, on the day it is determined that it will notvest;  4.7.3 in respect of an Option, the expiry of any of the periods specified in Rules4.4.1, 4.4.2, 4.4.3 and 4.4.4 or as specified in Rule 4.4.5 and, in respect of aContingent
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   Award, to the extent not vested on the day after the day specified in Rules 4.5.1 to4.5.6;  4.7.4 if the Remuneration Committee so decides, on such date as it specifies on orfollowing a Participant giving or receiving notice of termination of his office oremployment with a Participating Company or an Associated Company in any circumstancesother than: (i) for any reason specified in Rule 4.2 or Rules 4.3.1 to 4.3.6; or  (ii) for any reason whatsoever during any of the periods specified inRules 4.4.1 to 4.4.5 inclusive; 4.7.5 the Participant ceasing to hold an office or employment with a ParticipatingCompany or an Associated Company in any circumstances other than: (i) for any reason specified in Rule 4.2 or Rules 4.3.1 to 4.3.6; or  (ii) for any reason whatsoever during any of the periods specified inRules 4.4.1 to 4.4.5 inclusive; 4.7.6 in respect of an Option, if the Participant ceases to hold an office oremployment with a Participating Company or an Associated Company by reason of his death,the expiry of 12 months following such cessation;  4.7.7 in respect of an Option, if the Participant ceases to hold an office oremployment with a Participating Company or an Associated Company for any reasonspecified in Rules 4.3.1 to 4.3.6 and: (i) such cessation occurs on or before the date on which the Optionfirst becomes exercisable under Rule 4.1.1, the expiry of one month followingsuch date; or  (ii) such cessation occurs after the date on which the Option firstbecomes exercisable under Rule 4.1.1, the expiry of one month following suchcessation; 4.7.8 subject to Rule 4.4.5 in respect of an Option, and subject to Rule 4.5.5 inrespect of a Contingent Award, the passing of an effective resolution, or the making ofan order by the court, for the winding-up of the Company;  4.7.9 to the extent the Award does not become exercisable or vest in full as a resultof the failure to satisfy the performance condition(s) applicable to the Award imposedunder Rule 2.3;  4.7.10 the Participant being deprived of the legal or beneficial ownership of the Award byoperation of law, or doing or omitting to do anything which causes him to be so deprivedor being declared bankrupt; and  4.7.11 the Participant purporting to transfer or dispose of the Award or any rights inrespect of it other than as permitted under Rule 2.7.
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5. **EXERCISE OR VESTING OF AWARDS** 5.1 **Exercise or vesting in whole or in part:**Subject to Rules 4.1 to 4.5, an Award may beexercised or may vest in whole or in part. 5.2 **Manner of exercise:**To exercise an Award which takes the form of an Option in whole or inpart, the Participant must deliver to the address specified in the notice of exercise: 5.2.1 an Award certificate covering at least all the Shares over which the Award isthen to be exercised;  5.2.2 the notice of exercise in the prescribed form properly completed and signed bythe Participant (or by his duly authorised agent); and  5.2.3 any Option Price payable or an agreement to pay such Option Price.5.3 **Award Exercise Date or Award Vesting Date:**In the case of an Award in the form of an Option,the Award Exercise Date shall, subject to any approval or consent as is mentioned in Rule 2.4and subject to Rule 5.8, be the date of receipt of all the items referred to in Rule 5.2. Inthe case of an Award in the form of a Contingent Award, the Award Vesting Date shall, subjectto Rule 4.2, Rule 4.4, any approval or consent as is mentioned in Rule 2.4 and subject to Rule5.8, be the date, or dates stated on the award certificate; UNLESS, in either case, conditionsmust be fulfilled before an Award may be exercised or may vest, in which case the Award shallnot be treated as exercised or vested unless and until the Remuneration Committee is satisfiedthat those conditions have been fulfilled. 5.4 **Issue or transfer of Shares:**Subject to Rule 5.5 and 5.10, the Grantor shall procure thetransfer or allotment of any Shares to be transferred or allotted to a Participant (or hisnominee) pursuant to the exercise or vesting of an Award within 30 days following the AwardExercise Date or Award Vesting Date. Shares may only be allotted direct to a Participant (orhis nominee) to satisfy the exercise of an Option with an aggregate Option Price below the parvalue of the Shares or the vesting of a Contingent Award if and to the extent that the Boardshall be authorised to capitalize from the reserves of the Company a sum at least up to thenominal value of the Shares in respect of which the Option is exercised or the ContingentAward has vested and applies such sum in paying up such amount on such Shares so that on theexercise of an Option or the vesting of a Contingent Award which is to be satisfied by theissue of Shares the Board shall capitalize such sum and apply the same in paying up suchamount. 5.5 **Consents:**The allotment or transfer of any Shares under the Plan shall be subject toobtaining any such approval or consent as is mentioned in Rule 2.4. 5.6 **Ranking of Shares:**Shares which are: 5.6.1 issued under the Plan will rank equally in all respects with the Shares then inissue, except that they shall not rank for any right attaching to Shares by reference toa record date preceding the Award Exercise Date or the Award Vesting Date; or
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 5.6.2 transferred under the Plan shall not be entitled to any rights attaching toShares by reference to a record date preceding the Award Exercise Date or the AwardVesting Date.5.7 **Listing:**If and for so long as the Shares are listed and traded on the Official List of theLondon Stock Exchange (or its successor), the Company shall apply for listing of any Sharesissued under the Plan as soon as practicable after their allotment. 5.8 **Payment of Taxes:**The exercise of an Option or the vesting of a Contingent Award is subjectto any withholding that may be necessary on account of a Participant’s Tax Liability inrespect of the relevant Award. The Company or any relevant Participating Company shall makearrangements to sell on behalf of the Participant such number of Shares acquired on theexercise of an Option or the vesting of a Contingent Award as is necessary to discharge theParticipant’s Tax Liability except to the extent that the Participant agrees to fund all orpart of his Tax Liability in a different manner. 5.9 **Payment of Dividend Equivalent:**If the Remuneration Committee decided under Rule 2.6 that aParticipant would be entitled to the Dividend Equivalent in relation to Shares under his Awardbut did not decide at that time whether the Dividend Equivalent would be provided in the formof cash and/or Shares, then the Remuneration Committee shall make such decision on or as soonas practicable after the Award Exercise Date or Award Vesting Date (as appropriate).   The Remuneration Committee, acting fairly and reasonably, may decide to exclude the value ofall or part of a special dividend or any other dividend from the amount of the DividendEquivalent.   The provision of the Dividend Equivalent to the Participant shall be made as soon aspracticable after the issue or transfer of Shares pursuant to Rule 5.4 and: 5.9.1 in the case of a cash payment, shall be subject to such deductions (on accountof tax or similar liabilities) as may be required by law or as the Board may reasonablyconsider to be necessary or desirable;  5.9.2 in the case of a provision of Shares, Rules 5.5 to Rule 5.8 shall apply as ifsuch provision was the vesting of a Contingent Award.5.10 **Cash alternative**: Where an Option has been exercised or a Contingent Award has vested andShares have not yet been allotted or transferred to the Participant (or his nominee) tosatisfy such exercise or vesting, the Remuneration Committee may determine that, insubstitution for his right to acquire such Shares as the Remuneration Committee may decide(but in full and final satisfaction of his right to acquire those Shares), he shall be paid byway of additional employment income a sum equal to the cash equivalent (as defined below) ofthat number of Shares in accordance with the following provisions of this Rule 5.10.   For the purpose of this Rule 5.10, the **cash equivalent**of a Share is: (i) in the case of an Option, the market value of a Share on the daywhen the Option is exercised reduced by the Option Price (if any) in respect ofthat Share;
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 (ii) in the case of a Contingent Award, the market value of a Share onthe day when the Award vests.  **Market value**on any day shall be determined as follows**:** (i) if on the day of exercise or vesting, Shares are quoted in theLondon Stock Exchange Daily Official List, the middle-market quotation of aShare, as derived from that List, on that day; or  (ii) if Shares are not so quoted, such value of a Share as theRemuneration Committee reasonably determines.  As soon as reasonably practicable after the Remuneration Committee has determined under thisRule that a Participant shall be paid a sum in substitution for his right to acquire anynumber of Shares: (i) the Company shall pay to him or procure the payment to him of that sum in cash;and  (ii) if he has already paid the Company for those Shares, the Company shall returnto him the amount so paid by him  but there shall be deducted from any payment under this Rule 5.10 such amounts (on accountof tax or similar liabilities) as may be required by law or as the Remuneration Committeemay reasonably consider to be necessary or desirable.   This Rule 5.10 shall not apply in relation to an Award made to a Participant in anyjurisdiction where the presence of this Rule would cause: (i) the grant of the Award to be unlawful or for it to fall outside any applicablesecurities law exclusion or exemption; or  (ii) adverse tax or social security contribution consequences for the Participant,any Participating Company or any Associated Company as determined by the RemunerationCommittee.6. **ADJUSTMENT OF AWARDS** 6.1 **Variation in equity share capital:**If there is a Variation or a demerger, special dividendor other similar event which affects the market price of Shares to a material extent then: 6.1.1 the number of Shares over which an Award is granted;  6.1.2 the Option Price (if any); and  6.1.3 where an Award has been exercised or has vested but if at either the date of theVariation or the date when the event which materially affects the market price of theShares, no Shares have been transferred pursuant to such exercise or vesting, the numberof Shares which may be so transferred;  may be adjusted in such manner as the Remuneration Committee shall determine.
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6.2 **Notifying Participants of adjustments:**The Grantor may take such steps as it may considernecessary 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. 7. **ADMINISTRATION** 7.1 **Notices:**Any notice or other communication in connection with the Plan may be given: 7.1.1 by personal delivery; or  7.1.2 by sending the same by post: (i) in the case of the company to its registered office for theattention of the Company Secretary; and  (ii) in the case of an individual to his last known address, or, wherehe is a director or employee of a Participating Company or an Associated Company,either to his last known address or to the address of the place of business atwhich he performs the whole or substantially the whole of the duties of hisoffice or employment.   Where a notice or other communication is given by first-class post, it shall be deemedto have been received 72 hours after it was put into the post properly addressed andstamped. 7.1.3 by electronic communication to their usual business/work address or such otheraddress for the time being notified for that purpose to the person giving the notice.    Where notice is given by electronic communication, in the absence of evidence to thecontrary, it will be deemed to have been received on the day after sending.  7.1.4 Documents sent to shareholders: Participants may receive copies of any notice ordocument sent by the Company to the holders of Shares.7.2 **Partial exercise or vesting of Awards:**In the case of the partial exercise or vesting of anAward, the Grantor may in consequence call in, endorse or cancel and re-issue, as it considersappropriate, any certificate for the balance of the Shares over which the Award was granted. 7.3 **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. 7.4 **Shares to cover Awards:**The Grantor shall at all times keep available sufficient Shares orprocure that sufficient Shares are available to satisfy all Awards granted by it. 7.5 **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 administerthe Plan, including authority to interpret and construe any
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  provision of the Plan and to adopt such regulations for administering the Plan and such formsof exercise as it may deem necessary or appropriate. Decisions of the Remuneration Committeeshall be final and binding on all parties. 7.6 **Costs of introducing and administering the Plan:**The costs of introducing and administeringthe Plan shall be borne by the Company. However, the Company may require any Subsidiary ofthe Company to enter into such agreement with it as it shall deem necessary to oblige suchSubsidiary to reimburse the Company for any costs borne by the Company directly or indirectlyin respect of such Subsidiary’s officers or employees. The Company may also enter into asimilar agreement with any Participating Company or Associated Company which is not aSubsidiary of the Company. 8. **AMENDING THE PLAN** 8.1 **The Remuneration Committee’s power to amend the Plan:**Subject to the provisions of Rule 8.2the Remuneration Committee may at any time alter, delete or add to all or any of theprovisions of the Plan in any respect. 8.2 **Shareholders’ approval:**No alteration, deletion or addition to the advantage of Participantsshall be made under Rule 8.1 to the provisions concerning: 8.2.1 eligibility;  8.2.2 the individual limits on participation;  8.2.3 the overall limit on the issue of Shares or the transfer of treasury Shares;  8.2.4 the basis for determining a Participant’s entitlement to, and the terms of,Shares or cash provided under the Plan; and  8.2.5 the adjustments that may be made in the event of any variation of capital  without the prior approval by ordinary resolution of the members of the Company in generalmeeting unless the alteration, deletion or addition is minor and to benefit theadministration of the Plan, to take account of a change in legislation, or to obtain ormaintain favourable taxation, exchange control or regulatory treatment for the Company orSubsidiary of the Company or Associated Company or any Participant. 8.3 **Participants’ approval:**No alteration, deletion or addition shall be made under Rule 8.1which would abrogate or adversely affect the subsisting rights of a Participant unless it ismade: 8.3.1 with the consent in writing of such number of Participants as hold Awards underthe Plan to acquire 75 per cent of the Shares which would be issued or transferred ifall 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 centof the Participants who attend and vote either in person or by proxy,
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  and for the purpose of this Rule 8.3 the provisions of the Articles of Association of theCompany relating to shareholder meetings shall apply with the necessary changes.8.4 **Notice of amendments:**Participants shall be given written notice of any alteration, deletionor 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 thealteration, 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 atany earlier time by the passing of a resolution by the Board. Termination of the Plan shallnot affect the subsisting rights of Participants. 9.2 **The Plan and funding the purchase of Shares:**The Company and any Subsidiary of the Companymay provide money to the trustees of any trust or any other person to enable them or him toacquire Shares to be held for the purposes of the Plan, or enter into any guarantee orindemnity for those purposes, to the extent permitted by Section 153 of the Companies Act1985. In addition, the Company may require any Subsidiary to enter into such other agreementor agreements as it shall deem necessary to oblige such Subsidiary to reimburse the Companyfor any other amounts paid by the Company in relation to the Plan, directly or indirectly inrespect of such Subsidiary’s officers or employees. The Company may also enter into a similaragreement or agreements with any Participating Company or Associated Company which is not aSubsidiary of the Company. 9.3 **Rights of Participants and Eligible Employees:**Nothing in the Plan shall be deemed to giveany officer or employee of any Participating Company or Associated Company any right toparticipate in the Plan. The rights and obligations of any individual under the terms of hisoffice or employment with a Participating Company or Associated Company shall not be affectedby his participation in the Plan nor any right which he may have to participate under it. Anindividual who participates under the Plan waives all and any rights to compensation ordamages in consequence of the termination of his office or employment with a ParticipatingCompany or Associated Company for any reason whatsoever insofar as those rights arise or mayarise from his ceasing to have rights under or to be entitled to exercise any Award under thePlan as a result of such termination or from the loss or diminution in value of such rights orentitlements. 9.4 **Articles of Association:**Any Shares acquired on the exercise of Awards shall be subject tothe Articles of Association of the Company as amended from time to time. 9.5 **Governing Law:**These Rules shall be governed by and construed in accordance with the law ofEngland. All Participants, the Company and any other Participating Company or AssociatedCompany shall submit to the jurisdiction of the English courts in relation to anything arisingunder 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 ParticipatingCompany) which is under the Control of any companyreferred to in paragraph (i) above;     (iii) a body corporate which is a subsidiaryundertaking (within the meaning of section 1162 ofthe Companies Act 2006) of a ParticipatingCompany or any company referred to in paragraph(i) or (ii) above and has been designated by theBoard for this purpose; and     (iv) any other body corporate in relation to whicha body corporate within paragraph (i), (ii), or(iii) above is able (whether directly orindirectly) to exercise 20% or more of its equityvoting rights and has been designated by the Boardfor this purpose;   **Award** An award is a contingent right to acquire shareswhich is either subsisting or is proposed to begranted and may take the form of:     (a) an option with or without an Option Price(“Option”) or     (b) a contingent right to acquire shares at nocost (“Contingent Award”);   **Award Exercise Date** the date when the exercise of an Award iseffective because it complies with Rules 5.2 and5.3;
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   **Award Vesting Date** the date when the Award vests because it complieswith Rule 5.3;   **Board** the board of directors of the Company;   **the Company** British Sky Broadcasting Group plc (registered no.2247735);   **Control** has the meaning given by Section 995 of the IncomeTax Act 2007;   **Date of Grant** the date on which the Grantor grants an Award bythe execution of a deed under Rule 2.5;   **Dealing Day** any day on which the London Stock Exchange is openfor the transaction of business;   **Dividend Equivalent** a benefit calculated by reference to dividendspaid on Shares as described in Rule 2.6;   **Eligible Employee** any person who at the Date of Grant is an employeeof a Participating Company (including an executivedirector of the Company);   **Employees’ Share Scheme** the meaning given by Section 1166 of the CompaniesAct 2006;   **Grantor** in relation to an Award, the person who hasgranted that Award which may be the Company, anemployees’ trust or any other person;
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   **Model Code** the Model Code for transactions in securities bydirectors and certain employees of listedcompanies issued by the UK Listing Authority fromtime to time;   **Normal Vesting Date** the date or dates specified pursuant to Rule 4.1.1determining when an Award will become exercisableor vest but for the operation of Rules 4.2 to 4.5;   **Option Price** an amount, if any, payable on the exercise of anOption as determined by the Remuneration Committeeon or before the Date of Grant;   **Participant** any Eligible Employee to whom an Award has beengranted, or (where the context requires) hispersonal representatives;   **Participating Company** (i) the Company; and     (ii) any other company which is a Subsidiary ofthe Company;   **Performance Period** the period over which any condition imposed underRule 2.3 is expected to be measured at the Date ofGrant on the basis that Rules 4.2 to 4.5 will notapply;   **Plan** the British Sky Broadcasting Group 2008 Long-TermIncentive Plan in its present form or as from timeto time amended in accordance with the Rules;   **Plan Period** the period starting on the date the Plan isapproved by the Company in general meeting andending on the tenth anniversary of that date;
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   **Remuneration Committee** a duly authorised remuneration committee of theBoard the majority of whose members arenon-executive directors;   **Rules** these rules as amended from time to time;   **Share** a fully paid ordinary share in the capital of theCompany;   **Subsidiary** a company as defined by Section 1159 of theCompanies Act 2006;   **Tax Liability** in relation to a Participant, the amount of alltaxes and/or national insurance contributions orany other contributions which any ParticipatingCompany and/or Associated Company is required toaccount for in respect of an Award;   **Variation** any variation to the equity share capital of theCompany including (without limitation) acapitalisation issue, an offer or invitation madeby way of rights, a subdivision, a consolidationor reduction.
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