Director Shareholding

TO:       Regulatory Information Service                                 
                                                                         
          PR Newswire                                                    
                                                                         
RE:       CHAPTER 16 PARAGRAPH 13 OF                                     
                                                                         
          CONTINUING OBLIGATIONS                                         

 

Diageo plc (the 'Company') announces the following:

1) that it received notification on 11 October 2002 for the purposes of Section
329 of the Companies Act 1985 from Diageo Share Ownership Trustees Limited (the
'Trustee'), as trustee of the Diageo 2001 All Employee Share Ownership Plan
(the 'Plan') that the following directors, together with other eligible
employees under the Plan, were awarded Ordinary shares of 28 101/108 pence in
the Company ('Ordinary Shares') on 11 October 2002 under the Plan, an Inland
Revenue approved plan operated by Diageo Group companies for the benefit of
employees of the Company and its subsidiaries:

Name of Director                         Number of Shares                       
                                                                                
N C Rose                                 395                                    
                                                                                
P S Walsh                                395                                    

The Ordinary Shares were awarded by the Trustee at no cost to Plan participants
('Freeshares'), to a value based on a percentage of the participant's salary on
30 June 2002 and the Company's profits for the financial year ended 30 June
2002, subject to a maximum per Plan participant of £3,000 in value per tax
year. Freeshares are awarded annually and are held by the Trustee and cannot
normally be disposed of for a period of three years after the award date.

2) that today the directors named below were granted the following options over
Ordinary Shares under the Company's Senior Executive Share Option Plan:

Name of Director                         No of Ordinary Shares                   
                                                                                 
N C Rose                                 212,450                                 
                                                                                 
P S Walsh                                370,553                                 

Each option was granted at a price of £7.59 per Ordinary Share and is
exercisable between 11 October 2005 and 10 October 2012, subject to
satisfaction of performance criteria.

As a result of the above, these directors' interests in the Company's Ordinary
Shares (excluding options, awards under the Company's LTIPs and also interests
as potential beneficiaries of the Diageo plc QUEST, the Grand Metropolitan No 2
Employee Share Trust, the Diageo Employee Benefit Trust, and in the case of Mr
Walsh only, the Pillsbury 401(K) Savings Plan) are as follows:

 

 

Name of Director                         Number of Shares                       
                                                                                
N C Rose                                 88,799                                 
                                                                                
P S Walsh                                444,562                                

(of which 4,932 are held in the form of American Depositary Shares).

3) that the trustee of the Diageo plc QUEST (the 'Trust') has transferred 9,274
Ordinary Shares to participants exercising options granted under the Company's
UK Savings-Related Stock Option Scheme and the Grand Metropolitan
Savings-Related Share Option Scheme (the 'Schemes'). The Ordinary Shares were
transferred by Diageo QUEST Trustees Limited as trustee of the Trust. The Trust
is a discretionary trust for the benefit of employees of the Company and its
subsidiaries which operates in conjunction with the Schemes and holds Ordinary
Shares to satisfy existing options granted under the Schemes.

1.           Executive directors who are potential beneficiaries of the   
             Trust are:                                                   
                                                                          
             N C Rose                                                     
                                                                          
             P S Walsh                                                    
                                                                          
2.           Transactions notified on 11 October 2002 in relation to the  
             Trust.                                                       
                                                                          
Date of Transaction      No. of Ordinary Shares    Range of Option Prices 
                         Transferred               of Ordinary Shares     
                                                                          
11.10.02                          9,274            £3.54-£5.23            

The total holding of the Trust now amounts to 1,869,611 Ordinary Shares.

11 October 2002