Exhibit 4.5

---





---

RULES OF THE
  BRITISH SKY BROADCASTING GROUP
MANAGEMENT LONG-TERM INCENTIVE PLAN

---





Adopted by the Remuneration
  Committee, on behalf of the Board on 3 November 2005.

---



|   |                                                         | 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   
|   |                                                         |                                                                      
|3. | Shares                                                  | 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                                     | 3   
|   |                                                         |                                                                       |     
|   | 4.3                                                     | Early Exercise
      of Awards                                        | 4   
|   |                                                         |                                                                       |     
|   | 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   
|   |                                                         |                                                                      

---



|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                                       | Payment of
          Taxes                               
|   |                                           |                                                          
|6. | Adjustment
            of Awards          | 9                                                        
|   |                                           |                                                          
|   | 6.1                                       | Variation in
          equity share capital              
|   |                                           |                                                          
|   | 6.2                                       | Notifying Participants
          of adjustments          
|   |                                           |                                                          
|7. | Administration                            | 10                                                       
|   |                                           |                                                          
|   | 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             | 11                                                       
|   |                                           |                                                          
|   | 8.1                                       | The Boards
          power to amend the Plan            
|   |                                           |                                                          
|   | 8.2                                       | Participants approval                                   
|   |                                           |                                                          
|   | 8.3                                       | Notice of
          amendments                           
|   |                                           |                                                          
|   | 8.4                                       | Prohibited
          amendment                           
|   |                                           |                                                          

---



|9 | General                           | 12                                                                         
|- | --------------------------------- | ---------------------------------------------------------------------------
|  |                                   |                                                                            
|  | 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 | 14                                                                         
|  |                                   |                                                                            

---



Back to Contents

RULES OF THE BRITISH SKY BROADCASTING GROUP

MANAGEMENT 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 Chief Executive or, if the
Eligible Employee falls within its remit, 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 Chief Executive or, if the Eligible Employee falls within its remit, 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                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                   

1

---



Back to Contents

|    | 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 Chief
Executive or, if the Eligible Employee falls within its remit, 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

2

---



Back to Contents

|    | 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.                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                    
|3.  | SHARES                                                                                                                                                                                                                                             
|   
|    | Awards may only be made over
      existing Shares (other than treasury Shares). Awards may not be made over
      unissued Shares or treasury Shares nor satisfied by the allotment of Shares
      or transfer of treasury Shares.               
|   
|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                                                                                                                                                                                                                                              
|   
|    | 4.1.4                                                                                                                                                                                                                                              
|   
|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                                                                                                                                                                                                                                              
|   
|    | 4.2.2                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                    
|    | 4.2.3                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                    

3

---



Back to Contents

| | 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 Chief Executive or, if the
      Participant falls within its remit, the Remuneration Committee, such discretion
      to be exercised within 28 days of the cessation of office or employment.
|

|                                                                                                                      | SAVE THAT (unless the Chief
      Executive or, if the Participant falls within its remit, the Remuneration
      Committee determines otherwise)1if 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.
|--------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                     
|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 Chief Executive or, if the Participant falls within its remit, the Remuneration
      Committee, be exercised to the extent permitted by the Chief Executive or
      Remuneration Committee (as appropriate):                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                     
|                                                                                                                      | 4.3.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                     
|1This permits awards to be pro-rated over
      a vesting period that is shorter than 3 years from the date of grant.
|                                                                                                                     

4

---



Back to Contents

| |       | of this Rule 4.3.1 a person
      shall be deemed to have obtained Control of the Company if he and others
      acting in concert (as defined by the City Code on Take-overs and Mergers)
      with him have together obtained Control of it;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 4.3.2 | at any time during which any
      person who has become bound or entitled to acquire Shares under Sections
      428 to 430F of the Companies Act 1985 or Articles 421 to 423 of the Companies
      (Northern Ireland) Order 1986 remains so bound or entitled;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | 4.3.3 | conditionally from the date
      on which the court orders a shareholders meeting to sanction 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 until 12
      noon on the day immediately preceding the date of the shareholders
      meeting. Any Nil Price Option not exercised by the end of that period shall,
      if the compromise or arrangement is sanctioned, cease to be exercisable
      and shall lapse on the expiry of the period of 6 months beginning with the
      time when the court sanctioned the compromise or arrangement. The Board
      shall try to procure that the proposal, in so far as it relates to the holders
      of the Shares, shall be extended to each Participant who shall have conditionally
      exercised his Nil Price Options prior to 12 noon on the day immediately
      before the date of the shareholders meeting;
|
| | 4.3.4 | at any time before a resolution
      for the voluntary winding-up of the Company, of which the Company shall
      give notice to all Participants, has been passed or defeated or the meeting
      concluded or adjourned indefinitely, conditionally on the resolution being
      passed. If such resolution is passed all Nil Price Options 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

5

---



Back to Contents

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | (ii)                                                                                                                                                                                                                                                                                 | becomes subject to restrictions on his ability to exercise his Nil Price Option or to deal in the Shares that may be acquired upon the exercise of that Nil Price Option because of, or in
consequence of, the securities laws or exchange control laws of the country to which he is transferred.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|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 Chief Executive or, if the Participant falls within its remit, the Remuneration Committee, vest to the extent permitted by the Chief Executive or the Remuneration Committee (as appropriate) 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 Chief Executive or the Remuneration Committee (as appropriate) exercises its discretion for the purposes of Rule 4.3.5.                                                                                                                                              
|   
|4.5 | Internal reorganisations                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|    | In the event that:                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    | 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 Chief Executive or, if
      the Participant falls within its remit, 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 a 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
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                     

6

---



Back to Contents

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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|    | 4.7.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|    | 4.7.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|    | 4.7.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

| |  |      |                                                                                                                                                             
| |  | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (i)  | for any reason specified in Rules 4.2.1
    to 4.2.8 (including where the      Remuneration Committee has exercised its
    discretion under Rule 4.2.8); or
| |  |      |                                                                                                                                                             
| |  | (ii) | for any reason whatsoever during any
    of the periods specified in Rules 4.3.1 to 4.3.5 inclusive;                                                        
| |  |      |                                                                                                                                                             

7

---



Back to Contents

|    | 4.7.5                                                                                                                             | in respect of a Nil Price Option, 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 and:                               
|--- | --------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |                                                                                                                                   | (i)                                                                                                                                                                                                                                   
|   
|    |                                                                                                                                   | (ii)                                                                                                                                                                                                                                  
|   
|    | 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.
|   

|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                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                   

8

---



Back to Contents

|    | 5.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | the notice of exercise in the prescribed
        form properly completed and signed by the Participant (or by his duly
    authorised agent).
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                              
|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 Chief Executive
          or, if the Participant falls within its remit, the Remuneration Committee
    is satisfied that those conditions have been fulfilled.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                              
|5.4 | Transfer of Shares: Subject
        to Rule 5.5, the Grantor shall procure the transfer of any Shares to
        be transferred 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                              
|5.5 | Consents :
        The 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 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 | 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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

9

---



Back to Contents

|    | 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 Chief Executive, or if the Participant falls within its
    remit, 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.
|    |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                              
|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)                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                | (ii)                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                              
|    | 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                                                                                                                                                                                                                                                                                                          | by electronic communication
        to their usual business/work address or such other address for the time
    being notified for that purpose to the person giving the notice.                             
|    |                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                              

10

---



Back to Contents

|    | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|7.5 | Shares to cover Awards:
      The Grantor shall 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 Chief
      Executive or, if the Eligible Employee falls within its remit, the Remuneration
      Committee. The Chief Executive or, if the Eligible Employee falls within
      its remit, 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 Chief Executive or, if the Eligible Employee
      falls within its remit, 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.                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

11

---



Back to Contents

|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 | 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:
|   
|    | 8.2.1                                                                                                                                                                                                        
|   
|    | 8.2.2                                                                                                                                                                                                        
|    |                                                                                                                                                                                                              
|    | and for the purpose of this
      Rule 8.2 the provisions of the Articles of Association of the Company relating
      to shareholder meetings shall apply with the necessary changes.                       
|    |                                                                                                                                                                                                              

|8.3 | 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.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|8.4 | 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
|    |                                                                                                                                                                                                                                                                                                                                                                                                           

12

---



Back to Contents

|    | 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.                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|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.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                    

13

---



Back to Contents

APPENDIX

DEFINITIONS

|Appendix            | this appendix which forms part of the
    Rules;                                                                                                       
|------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|                    |                                                                                                                                                        
|Associated Company  | in relation to the Company:                                                                                                                            
|                    |                                                                                                                                                        
|                    | (i)                                                                                                                                                    
|                   
|                    | (ii)                                                                                                                                                   
|                   
|                    | (iii)                                                                                                                                                  
|                   
|                    | (iv)                                                                                                                                                   
|                    |                                                                                                                                                        
|Award               | An award is a contingent right to acquire
        existing shares which is either subsisting or is proposed to be granted
    and may take the form of:
|                    |                                                                                                                                                        
|                    | (a)                                                                                                                                                    
|                    |                                                                                                                                                        
|                    | (b)                                                                                                                                                    
|                    |                                                                                                                                                        
|Award Exercise Date | the date when the exercise of an Award
    is effective because it complies with Rules 5.2 and 5.3;                                                    
|                    |                                                                                                                                                        

14

---





Back to Contents

|Award Vesting Date      | the date when the Award vests
    because it complies with Rule 5.3;                                                                     
|----------------------- | -----------------------------------------------------------------------------------------------------------------------------------------
|                        |                                                                                                                                          
|Chief Executive         | a director of the Company who
        from time to time is designated as the Chief Executive of the
Company;                             
|                        |                                                                                                                                          
|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 of a Participating Company but who is not also a
    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;                   
|                        |                                                                                                                                          

15

---



Back to Contents

|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;
|---------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                       |                                                                                                                                                                        
|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
        Management 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 Plan is approved by
        the Remuneration Committee 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;                                                                                                     
|                       |                                                                                                                                                                        

16

---



Back to Contents



|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;
|------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |                                                                                                                                                                                                                                                          
|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.                           
|              |                                                                                                                                                                                                                                                          

17

---