Exhibit 4.3

AMENDMENT NO. 1

TO THE
GLAXOSMITHKLINE RETIREMENT SAVINGS PLAN
(Amended and Restated Effective July 1, 2001, as
Amended Through November 26, 2002)

          Pursuant to resolutions of the Board of Directors of SmithKline Beecham Corporation, adopted September 29, 2006, the GlaxoSmithKline Retirement Savings Plan (the “Plan”) is hereby amended as follows effective January 1, 2006, unless otherwise noted:

     1. In order to clarify and conform the terms of the Plan, the definition of “After-Tax Contribution” in Article I is hereby revised in its entirety to read as follows effective July 1, 2001:

“After-Tax Contributions” mean (a) a Participant’s after-tax contributions, if any, made pursuant to the Prior SB Plan prior to January 1, 1999, including amounts previously denominated as “Beecham Employee Voluntary Savings” and “SKB Savings I Contributions;” (b) a Participant’s after-tax contributions, if any, made pursuant to the Prior GW Plan prior to January 1, 1990 and previously denominated as “Voluntary Contributions;” and (c) a Participant’s after-tax contributions, if any, made pursuant to the Investment Savings Plan of Burroughs Wellcome Co. prior to January 1, 1996 and denominated as “Voluntary Contributions” under the Prior GW Plan; and, with respect to (a) through (c), income, gains and losses thereon.

     2. In order to clarify and conform the terms of the Plan, the definition of “Block Drug Plan” in Article I is revised to replace the reference to “Block Drug Company, Inc. Salary Incentive Plan” with “Block Drug Company, Inc. Savings Incentive Plan” effective May 22, 2002.

     3. In Article I, the definition of “Early Retirement Age” is hereby revised in its entirety to read as follows:

“Early Retirement Date” means, for any Participant, the earlier of (i) the date on which he attains at least Age 55 and has a Period of Service of 10 years, or (ii) the date on which he attains Age 62.”

     4. In Article I, the definition of “Eligible Employee” is hereby revised by adding the following subsections to the end thereto:

“(h) An individual who is not classified by a Participating Company as its employee, even if they are retroactively recharacterized as an employee by a third party or a Participating Company, shall not be an Eligible Employee.

(i) An individual for whom a Participating Company does not report wages on Form W-2 shall not be an Eligible Employee.

(j) An individual who is not on an employee payroll of a Participating Company shall not be an Eligible Employee.”

     5. In order to clarify and conform the terms of the Plan, subsection (a)(6) of the definition of “Prior Company Matching Contributions” in Article I is revised in its entirety to read as follows effective May 22, 2002:

“Amounts denominated under the Block Drug Plan as “Matching Contributions” and amounts credited to the “PAYSOP Contribution Account” under the Block Drug Plan, plus any earnings or minus any losses thereon;”

     6. Section 3.9.3 of the Plan is hereby revised in its entirety to read as follows:

“3.9.3. Not later than the end of the Plan Year following the close of the Plan Year for which the Pre-Tax Contributions were made, the excess Pre-Tax Contributions shall be paid to the Highly Compensated Eligible Employees (determined on the basis of the Highly Compensated Eligible Employees with the largest dollar amount of Pre-Tax Contributions), with earnings attributable thereto (as determined in accordance with applicable Treasury Regulations), including earnings for the gap period between the end of the Plan Year and the date of a corrective distribution (as determined in accordance with the safe harbor method described in Section 1.401(k)-2(b) of the Treasury Regulations); provided, however, that for any Participant who is also a participant in any other qualified retirement plan maintained by the Participating Company or any Affiliated Company under which the Participant makes elective deferrals for such year, the Committee shall coordinate corrective actions under this Plan and such other plan for the year.”

RSP Amendment No. 1 (2006)

     7. Section 3.11.2 of the Plan is hereby revised in its entirety to read as follows:

“3.11.2. Not later than the end of the Plan Year following the close of the Plan Year for which such contributions were made, the excess Company Matching Contributions, with earnings attributable thereto (as determined in accordance with applicable Treasury Regulations), including earnings for the gap period between the end of the Plan Year and the date of the forfeiture or payment (as determined in accordance with the safe harbor method described in Section 1.401(m)-2(b) of the Treasury Regulations) shall be treated as a forfeiture of the Highly Compensated Eligible Employee’s Company Matching Contributions for the Plan Year to the extent such contributions are forfeitable (which forfeiture shall be used to reduce future Company Matching Contributions), or paid to the Highly Compensated Eligible Employee to the extent such contributions are nonforfeitable; provided that any such forfeiture or payment shall be determined on the basis of the Highly Compensated Eligible Employee(s) with the largest dollar amount of Company Matching Contributions; provided further, that, for any Participant who is also a participant in any other qualified retirement plan maintained by a Participating Company or any Affiliated Company under which the Participant makes employee contributions or is credited with employer matching contributions for the year, the Committee shall coordinate corrective actions under this Plan and such other plan for the year.”

     8. Section 4.3.2 is hereby revised by adding new subsections 4.3.2.1 and 4.3.2.2 which shall read as follows:

“4.3.2.1. Notwithstanding Section 4.3.2 above or any other provision of the Plan to the contrary, for Plan Years beginning on and after January 1, 2007, a Participant or beneficiary may transfer all or a portion of the value of his Stock Ownership Account to another Investment Medium effective as of such date determined by the Committee. Any portion of the Stock Ownership Account that the Participant does not elect to divest shall be invested in the Employer Stock Fund. The Committee shall establish reasonable periods of time (which shall occur no less frequently than quarterly) and such other rules during which a Participant or beneficiary may divest his Stock Ownership Account in accordance with this Section 4.3.2.1.”

     9. The first sentence of Section 5.2 of the Plan is hereby revised to read as follows:

“Accounts other than the Stock Ownership Account shall be invested in such Investment Media as the Participant shall direct.”

     10. The last sentence of Section 6.2.2.3 of the Plan is hereby revised to read as follows:

“If the value of the Participant’s (or an Alternate Payee’s) nonforfeitable Account as so determined is $1,000 or less (or, $5,000 or less for any distribution made prior to March 28, 2005), the Plan shall distribute the Account in accordance with Section 6.2.1.1.”

     11. A new Section 6.2.2.4 is hereby added to the Plan to read as follows:

“6.2.2.4. Notwithstanding the foregoing or anything in the Plan to the contrary, for distributions made after March 28, 2005, if the value of the Participant’s or an Alternate Payee’s nonforfeitable Account (determined in accordance with Section 6.2.2.3) is greater than $1,000 but not more than $5,000, and if the Participant or Alternate Payee does not direct the distribution of his Account, the Plan shall distribute the Account, without the Participant’s or Alternate Payee’s consent, as applicable, in the form of a direct rollover to an individual retirement plan designated by the Administrator. This Section 6.2.2.4 shall not apply to any Puerto Rico Employee Account, provided, however, that a Puerto Rico Employee Account that is greater than $1,000 but not more than $5,000 shall be payable, with the Participant’s consent, in a single sum payment as soon as practicable after a Separation from Service.”

     12. A new Section 6.6.2.3 is hereby added to the Plan to read as follows:

“6.6.2.3. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee’s election under this section of the Plan, if the value of the Participant’s nonforfeitable Puerto Rico Employee Account is $1,000 or less, the Plan shall distribute the Puerto Rico Employee Account in accordance with Section 6.2.1.1.”

     13. Section 8.3.3.1 is hereby revised in its entirety to read as follows:

“8.3.3.1. Medical expenses described in section 213(d) of the Code (determined without regard to whether the expenses exceed 7.5% of adjusted gross income) and, for a Puerto Rico Employee, in section 1023(aa)(2)(P) of the PR Code, which are not reimbursable under any employer-sponsored health insurance plan or other reimbursement program and are incurred during the current or immediately prior calendar year by the Participant, his spouse, or any of the Participant’s dependents (as defined in section 152 of the Code (provided that, for taxable years beginning on or after January 1, 2005, determined without regard to sections 152(b)(1), (b)(2) and (d)(1)(B) of the Code) or, for any Puerto Rico Employee, its counterpart, if any, under the PR Code);”

     14. Section 8.3.3.3 is hereby revised in its entirety to read as follows:

“8.3.3.3. The payment of tuition for the next semester or quarter of post-secondary education for the Participant, his spouse, children, or dependents (as defined in section 152 of the Code (provided that, for taxable years beginning on or after January 1, 2005, determined without regard to sections 152(b)(1), (b)(2) and (d)(1)(B) of the Code) and, for any Puerto Rico Employee, its counterpart, if any, under the PR Code), including lab fees and registration expenses for the Participant, his spouse, children, or dependents;”

     15. New Sections 8.3.3.5 and 8.3.3.6 are hereby added to the Plan to read as follows:

“8.3.3.5. Payments for burial or funeral expenses for the Participant’s deceased parent, spouse, children or dependents (as defined in section 152 of the Code, and, for taxable years beginning on or after January 1, 2005, without regard to section 152(d)(1)(B) of the Code);

8.3.3.6. Expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under section 165 of the Code (determined without regard to whether the loss exceeds 10% of adjusted gross income); or”

Prior Section 8.3.3.5 is hereby re-designated as 8.3.3.7.

     16. Appendix A of the Plan is hereby revised by adding ID Biomedical Corporation of Maryland and ID Biomedical Corporation of Northborough as Participating Companies effective as of June 26, 2006.

     17. Appendix B of the Plan is hereby added to the Plan to read in the form attached hereto.

Executed this 6th day of November, 2006.

APPENDIX B

DISTRIBUTIONS PURSUANT TO THE
KATRINA EMERGENCY TAX RELIEF ACT OF 2005 AND THE
GULF OPPORTUNITY ZONE ACT OF 2005

This Appendix B of the Plan reflects certain provisions of the Katrina Emergency Tax Relief Act of 2005 and the Gulf Opportunity Zone Act of 2005. The amendment is effective with respect to Qualified Hurricane Distributions (as defined below) made on or after the Effective Date (as defined below). This amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this amendment.

1. Qualified Individuals (as defined below) may designate all or a portion of a qualifying distribution as a Qualified Hurricane Distribution.

2. A “Qualified Hurricane Distribution” means any distribution made in accordance with section 1400Q of the Code and made on or after the Effective Date and before January 1, 2007, to a Qualified Individual, to the extent that such distribution, when aggregated with all other qualified hurricane distributions to the Qualified Individual made under the Plan, does not exceed $100,000. A Qualified Hurricane Distribution must be made in accordance with and pursuant to the distribution provisions of the Plan, except that distribution of a Participant’s Account shall be permitted to be made prior to the occurrence of any distributable events otherwise applicable under Article 6 of the Plan or Code section 401(k)(2)(B)(i), and the requirements of Code sections 401(a)(31), 402(f) and 3405 and Section 6.6 of the Plan shall not apply.

3. A “Qualified Individual” is (A) an individual whose principal place of abode on August 28, 2005, is located in the Hurricane Katrina disaster area and who has sustained an economic loss by reason of Hurricane Katrina, (B) an individual whose principal place of abode on September 23, 2005, is located in the Hurricane Rita disaster area and who has sustained an economic loss by reason of Hurricane Rita, or (C) an individual whose principal place of abode on October 23, 2005, is located in the Hurricane Wilma disaster area and who has sustained an economic loss by reason of Hurricane Wilma.

4. The “Effective Date” of this amendment shall be: (A) August 25, 2005, with respect to a Qualified Individual described in Section 3(A) of this Appendix B, (B) September 23, 2005, with respect to a Qualified Individual described in Section 3(B) of the Appendix B, or (C) October 23, 2005, with respect to a Qualified Individual described in Section 3(C) of this Appendix B.

5. This Appendix B shall be interpreted in accordance with Code section 1400Q and all applicable IRS guidance.

Exhibit 4.4

AMENDMENT NO. 2

TO THE
GLAXOSMITHKLINE RETIREMENT SAVINGS PLAN
(Amended and Restated Effective July 1, 2001,
as Amended Through November 26, 2002)

          Pursuant to resolutions of the Board of Directors of SmithKline Beecham Corporation, adopted December 20, 2007, the GlaxoSmithKline Retirement Savings Plan (the “Plan”) is amended as follows:

     1. Effective April 30, 2007, Article I, the definition of “After-Tax Contribution Account” is hereby revised in its entirety to read as follows:

“ After-Tax Contribution Account” — the Account to which are credited a Participant’s After-Tax Contributions, and income, gains and losses thereon, and a separate sub-account maintained for amounts formerly denominated under the Praecis Pharmaceuticals Incorporated 401(k) Plan as “Roth Elective Deferrals,” and income, gains and losses thereon; provided, this sub-account shall not be included within the meaning of “After-Tax Contribution Account” for purposes of subsection (c) in the definition of “Eligible Rollover Distribution” and Section 8.1.1.”

     2. Effective April 30, 2007, Article I, the definition of “After-Tax Contributions” is hereby revised in its entirety to read as follows:

“After-Tax Contributions” means (a) a Participant’s after-tax contributions, if any, made pursuant to the Prior SB Plan prior to January 1, 1999, including amounts previously denominated as “Beecham Employee Voluntary Savings” and “SKB Savings I Contributions;” (b) a Participant’s after-tax contributions, if any, made pursuant to the Prior GW Plan prior to January 1, 1990 and previously denominated as “Voluntary Contributions;” (c) a Participant’s after-tax contributions, if any, made pursuant to the Investment Savings Plan of Burroughs Wellcome Co. prior to January 1, 1996 and denominated as “Voluntary Contributions” under the Prior GW Plan; and (d) amounts denominated as “Roth Elective Deferrals” under the Praecis Pharmaceuticals Incorporated 401(k) Plan; and, with respect to (a) through (d), income, gains and losses thereon.”

     3. Effective April 30, 2007, Article I, the definition of “Eligible Rollover Distribution” is hereby revised by adding the following to the end thereto:

“(i) A direct rollover of a distribution from the portion of a Participant’s Account maintained for amounts formerly denominated under the Praecis Pharmaceuticals

Incorporated 401(k) Plan as “Roth Elective Deferrals” shall only be made to another Roth Elective Deferral account of an applicable retirement plan as described in section 402A(e)(1) of the Code or a Roth IRA as described in section 408A of the Code, and only to the extent the rollover is permitted under the rules of section 402(c) of the Code.”

     4. Effective on the applicable date of the merger of plan assets as set forth in the resolution of the Board of Directors, Article I, the definition of “Prior Company Matching Contributions (Vested)” is hereby revised by adding the following to the end thereto:

"(8) For purposes of Section 8.4, amounts denominated under the CNS, Inc. Employees’ 401(k) Plan and Trust as “Matching Contributions” and “Discretionary Contributions,” plus any earnings or minus any losses thereon; and

(9) For purposes of Section 8.4, amounts denominated under the ID Biomedical 401(k) Plan as “Matching Contributions,” “Discretionary Contributions” and “Qualified Nonelective Contributions,” plus any earnings or minus any losses thereon; and

(10) For purposes of Section 8.4, amounts denominated under the Praecis Pharmaceuticals Incorporated 401(k) Plan as “matching contributions,” “Qualified Non-Elective Contributions” and “profit sharing contributions,” plus any earnings or minus any losses thereon.”

Executed this 20th day of December, 2007.

Exhibit 4.5

AMENDMENT NO. 3

TO THE
GLAXOSMITHKLINE RETIREMENT SAVINGS PLAN
(Amended and Restated Effective July 1, 2001, as
Amended Through November 26, 2002)

          Pursuant to resolutions of the Board of Directors of SmithKline Beecham Corporation, adopted June 15, 2009, the GlaxoSmithKline Retirement Savings Plan (the “Plan”) is amended as follows:

     1. Article 1 of the Plan is amended by adding the definition of “Corporate Transaction” to read as follows:

“‘ Corporate Transaction ’ means a transaction pursuant to which the Company or an Affiliated Company (i) acquires an ownership interest in an employer such that such employer becomes an Affiliated Company, or (ii) acquires substantially all of the assets of a trade or business of an employer, as a result of which former employees of such employer become Employees.”

     2. Article 2 of the Plan is amended by adding a Section 2.2.4 to read as follows:

“2.2.4 Corporate Transactions . Except as otherwise provided in this Section 2.2.4, an individual who becomes an Employee as the direct result of a Corporate Transaction shall not be treated as an Employee before he is first credited with an Hour of Service. An employee of an acquired company listed in Appendix C who became an Employee as the direct result of a Corporate Transaction, and who subsequently became an Eligible Employee as of the relevant eligibility service effective date listed in Appendix C for such acquired company, shall be credited with a Period of Service for purposes of Section 2.2.2.1(C) and Section 4.1.4 based on an Employment Commencement Date determined as of his employment commencement date with the acquired company.”

     3. The Plan is amended by adding an Appendix C in substantially the form attached hereto.

Executed this 22nd day of June, 2009.

APPENDIX C

ACQUISITION TABLE

Pursuant to Section 2.2.4, an Employee shall be credited with a Period of Service for purposes of Section 2.2.2.1(C) and Section 4.1.4 with an Employment Commencement Date determined based on his employment commencement date with one of the acquired companies listed below, provided he is an Eligible Employee of a Participating Company on the relevant Eligibility Service Effective Date:

Acquired Company		Eligibility Service Effective Date
Corixa Corporation		January 1, 2006
ID Biomedical Corporation of Maryland		June 26, 2006
ID Biomedical Corporation of Northborough		June 26, 2006
CNS, Inc.		January 22, 2007
Praecis Pharmaceuticals Incorporated		April 30, 2007
Reliant Pharmaceuticals, Inc.		February 18, 2008
Sirtris Pharmaceuticals, Inc.		July 3, 2008
Genelabs Technology, Inc.		February 9, 2009

Exhibit 4.7

AMENDMENT NO. 1

TO THE
GSK PUERTO RICO RETIREMENT SAVINGS PLAN
(Amended and Restated Effective July 1, 2001)

     Pursuant to resolutions of the Board of Directors of SB Pharmco Puerto Rico Inc., adopted December 14, 2007, the GSK Puerto Rico Retirement Savings Plan (the “Plan”) is hereby amended as follows effective January 1, 2007, unless otherwise noted:

     1. Section 4.5.2 of the Plan is hereby restated in its entirely to read as follows:

“4.5.2 Participants Right to Diversify . A Participant or beneficiary may transfer all or a portion of the value of his Stock Ownership Account to another Investment Fund effective as of such date determined by the Plan Administrator. Any portion of the Stock Ownership Account that the Participant or beneficiary does not elect to diversify his investments shall be invested in the Employer Stock Fund. The Plan Administrator shall establish reasonable non-discriminatory rules to implement and administer the provisions of this Section 4.5.2, such rules which shall designate reasonable periods of time (which shall occur no less frequently than quarterly) during which a Participant or beneficiary may diversify his Stock Ownership Account.”

     2. Section 7.1 of the Plan is hereby restated in its entirety to read as follows:

“7.1 Participant Contributions Account . Until such time as the Plan Administrator may direct otherwise or unless specifically restricted for particular Investment Funds, each Participant may direct the Plan Administrator in the manner and pursuant to the rules established by the Plan Administrator and under this Section 7.1, to invest the Participant’s Account, including the Participant’s Stock Ownership Account, subject to the provisions of Section 4.5.2. Investment managers may be appointed by the Plan Administrator to advise the Trustee regarding investments of all or a portion of the Trust Fund assets and to direct the investment of those assets.

     7.1.1 All investment directions shall be made in the manner and pursuant to the uniform rules and procedures established by the Plan Administrator.

     7.1.2 Until a new investment direction is given to the Plan Administrator in the manner specified by the Plan Administrator, investment of contributions to a Participant’s Account shall be governed by the investment direction last given by the Participant in accordance with the Plan rules.

     7.1.3 To the extent permissible by law, no fiduciary (within the meaning given in Section 3(21)(A) of ERISA) shall be liable for any loss which results from a Participant’s exercise or failure to exercise his investment election.”

     3. Section 7.2 of the Plan is hereby restated in its entirety to read as follows:

“7.2 Transfers Between Investment Funds . By providing prior written or telephone notice, subject to such rules as the Plan Administrator may prescribe from time to time, a Participant may transfer, effective as of such date determined by the Plan Administrator, such portion of the value of his Account in any Investment Fund to another Investment Fund.”

     4. Section 10.2 of the Plan is hereby restated in its entirety to read as follows:

     “10.2 Voluntary Withdrawals .

     10.2.1 Regular Withdrawal Without Suspension . Subject to such rules as the Plan Administrator may from time to time prescribe, an active Participant may make a withdrawal from his After-Tax Contributions Account and from his Prior Company Matching Contributions Account up to two (2) times in any given Plan Year by filing a written notice with the Plan Administrator. Withdrawals shall be made in the following order and classification:

          10.2.1.1 First, from the Participant’s After-Tax Contributions,

          10.2.1.2 Second, from the earnings on his After-Tax Contributions Account, and

          10.2.1.3 Finally, from his Prior Company Matching Contributions Account.”

     5. New Sections 10.4.3.6 and 10.4.3.7 are hereby added to the Plan to read as follows:

“10.4.3.6 Expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under section 1023(aa)(2)(F) of the PR Code.

“10.4.3.7 Such other circumstances or events as may be prescribed by the Puerto Rico Secretary of the Treasury or his delegate.”

     6. Appendix A to the Plan is hereby amended to read as attached hereto as Appendix A.

Executed this 20th day of December, 2007.

APPENDIX A

GSK PUERTO RICO RETIREMENT SAVINGS PLAN
Affiliate Companies Participating in the Plan
(As of July 1, 2007)

•

SB Pharmco Puerto Rico Inc.

•

GlaxoSmithKline Consumer Healthcare, L.P.

•

GlaxoSmithKline Puerto Rico Inc.

Exhibit 4.8

AMENDMENT NO. 2

TO THE
GSK PUERTO RICO RETIREMENT SAVINGS PLAN
(Amended and Restated Effective July 1, 2001)

          Pursuant to resolutions of the Board of Directors of SmithKline Beecham (Cork) Limited, adopted December 17 ^th , 2008, the GSK Puerto Rico Retirement Savings Plan (the “Plan”) is hereby amended as follows effective July 3, 2008, unless otherwise noted:

     1. Each of the definitions in the Plan noted below are hereby restated in their entirety to read as follows:

			“ Board of Directors ” means the Board of Directors of SmithKline Beecham (Cork) Limited.
			“ Company ” means SmithKline Beecham (Cork) Limited, an Ireland corporation, or any successor corporation resulting from merger, consolidation, or transfer of assets substantially as a whole, which shall expressly agree in writing to continue the Plan.

     2. Effective January 1, 2009, the first sentence of Section 5.1.1 of the Plan is hereby restated in its entirety to read as follows:

     “5.1.1 Each active Participant may designate a percentage of his Compensation (in 1% increments), not to exceed the lesser of 50% of his Compensation or the $9,000 limit contained in Section 1165(e)(7) of the PR Code ($9,000 for 2009), as Pre-Tax Contributions in any calendar year; provided that, annual Pre-Tax Contributions by an active Participant who also contributes to an individual retirement account described in PR Code Section 1169 will be further limited to the extent required by the PR Code.”

     3. Appendix A to the Plan is hereby amended to read in the form attached hereto.

Executed this 17th day of December, 2008.

APPENDIX A

GSK PUERTO RICO RETIREMENT SAVINGS PLAN
Affiliate Companies Participating in the Plan
(As of July 3, 2008)

•

GlaxoSmithKline Consumer Healthcare, L.P.

•

GlaxoSmithKline Puerto Rico Inc.

Exhibit 4.9

AMENDMENT NO. 3

TO THE

GSK PUERTO RICO RETIREMENT SAVINGS PLAN
(Amended and Restated Effective July 1, 2001)

          Pursuant to resolutions of the Board of Directors of GlaxoSmithKline Puerto Rico, Inc., adopted September 30, 2009, the GSK Puerto Rico Retirement Savings Plan (the “Plan”) is hereby amended as follows effective October 1, 2009, unless otherwise noted:

     1. Each of the definitions in the Plan noted below are hereby restated in their entirety to read as follows:

“ Board of Directors ” means the Board of Directors of GlaxoSmithKline Puerto Rico, Inc.

“ Company ” means GlaxoSmithKline Puerto Rico, Inc., a Puerto Rico corporation, or any successor corporation resulting from merger, consolidation, or transfer of assets substantially as a whole, which shall expressly agree in writing to continue the Plan.

Executed this 29th day of September, 2009.

Exhibit 4.10

GLAXOSMITHKLINE PLC

RULES OF THE GLAXOSMITHKLINE 2009 SHARE OPTION PLAN

Directors’ Adoption:		28 May 2009
Shareholder approval:		20 May 2009
Expiry Date:		19 May 2019

Linklaters LLP
One Silk Street
London EC2Y 8HQ

Telephone (+44) 20 7456 2000
Facsimile (+44) 20 7456 2222

Reference: Clare Peake

Table of Contents

Contents				Page
1		Meaning of words used			1
2		Granting Options			2
3		Exercise of Options			4
4		Lapse of Options in connection with conduct			5
5		Leaving employment			5
6		Corporate Events			7
7		Tax			9
8		General Terms			9
9		Amendment and termination of the Plan			12
10		Governing Law			12
Schedule 1 United Kingdom — tax-favoured options					13
Schedule 2 United States — tax-favoured options					20

1		Meaning of words used
		In these Rules:
		“ Committee ” means, in relation to an Option granted or to be granted to an Executive, the remuneration committee of the board of directors of the Company and in relation to any other Option, the board of directors of the Company or, in either case, any person or group of persons to whom some or all of such body’s functions under the Plan are delegated;
		“ Company ” means GlaxoSmithKline plc;
		“ Dealing Restrictions ” means restrictions on dealing in Shares imposed by any law, regulation or Code of Practice (including the Model Code on dealings in securities set out in Rule 9, annex 1 of the Listing Rules relating to admission to the Official List maintained by the Financial Services Authority for the purpose of section 74(1) of the Financial Services and Markets Act 2000) or otherwise;
		“ Executive ” means an executive director of the Company or any member of the Corporate Executive Team;
		“ Exercise Price ” means the price payable to exercise an Option determined under rule 2.3;
		“ Final Lapse Date ” means the 10 th anniversary of the Grant Date or any earlier date set under rule 2.2;
		“ Grant Date ” means the date on which an Option is granted or any other date which the Committee sets in relation to an Option;
		“ Grantor ” means the Member of the Group or other entity which has agreed to satisfy an Option as required by these rules or, if no entity has so agreed, the Company;
		“ Market Value ” means, in respect of any day, the closing middle market quotation of a Share quoted on the London Stock Exchange for the immediately preceding day (or an average of such quotations for the three immediately preceding days) on which the relevant market was open or, in the case of an American depository share, the closing price quoted on the New York Stock Exchange for that same immediately preceding day (or an average of such quotations for the three immediately preceding days);
		“ Member of the Group ” means the Company, its subsidiaries from time to time or any other company which the Committee determines should be treated as a Member of the Group for some or all purposes;
		“ Option ” means a right to acquire Shares granted under the Plan on payment of the Exercise Price;
		“ Option Exercise Date ” means the date of receipt by the Grantor or other duly appointed agent of the notice of exercise of an Option and, if appropriate, payment of the Exercise Price or, where notice of exercise is delivered before it has been ascertained whether any Performance Condition or other condition has been satisfied, the date on which the satisfaction of the condition is ascertained;
		“ Participant ” means a person who has been granted an Option or, following the death of a Participant, his personal representatives;

		“ Performance Condition ” means a condition to the Vesting of an Option imposed under rule 2.5;
		“ Performance Period ” means the period over which a Performance Condition is tested;
		“ Phantom Option ” means an Option which will always be satisfied in cash as described in rule 3.5.1;
		“ Plan ” means this plan known as “The GlaxoSmithKline 2009 Share Option Plan” as amended from time to time;
		“ Shares ” means a fully paid ordinary share in the capital of the Company, and, where the context requires, includes an American depository share representing Shares;
		“ Share Appreciation Right ” means an Option which will always be satisfied as described in rule 3.5.2;
		“ Takeover ” has the meaning given to it in rule 6.1;
		“ Vesting ” means a Participant becoming entitled to exercise his Option and “ Vest ” shall be construed accordingly;
		“ Vesting Date ” means a date on which an Option would normally Vest which will be set by the Committee on the grant of the Option under rule 2.2.
2		Granting Options
2.1		Selection of Participants
		The Committee may select any employee of any Member of the Group to be granted an Option. However, except in exceptional circumstances, the Committee may not select a person who has given or received notice terminating their employment.
2.2		Things to be decided when an Option is granted
		When granting an Option the Committee will decide:

2.3		Exercise Price
		The Committee will set the Exercise Price when granting an Option. It will not be less than the Market Value of a Share on the Grant Date nor, if Shares are to be issued, less than the nominal value of a Share.
2.4		Individual limits
		Other than in exceptional circumstances, the individual limits set out in rule 2.4.1 and rule 2.4.2 will apply.

2.5		Performance Conditions
		When granting an Option, the Committee may (and, in the case of an Option granted to an Executive will) make its Vesting conditional on the satisfaction of one or more conditions determined by it. Such Performance Conditions will be tested over at least three financial years of the Company and may provide that the Option will lapse to the extent it is not satisfied.
		The Committee may make the Vesting of an Option conditional upon the satisfaction of any other condition.
		The Committee may change a Performance Condition or any other condition if there is a situation which causes it to consider that a changed performance condition would be a fairer measure of performance.
2.6		Timing of grants of Options
		Options may not be granted at any time after 19 May 2019.
		The Grant Date for an Option must be within the 42 days starting on any of the following:

2.7		Documentation of Options
		Each Option will be granted by deed. Each Participant will receive a certificate or statement (electronically or in hard copy) summarising the principal terms of the Option.
2.8		Overseas schedules
		The Committee may establish additional schedules to the Plan for the benefit of employees outside the UK, based on the Plan but modified to take account of local tax, exchange control or securities laws in overseas territories.
3		Exercise of Options
3.1		When Options become exercisable and lapse
		An Option can only be exercised to the extent that it has Vested.
		Once it has Vested, it can be exercised at any time up to the Final Lapse Date (unless it lapses earlier under these rules).
3.2		Timing and extent of Vesting
		Subject to rules 3.5, 3.7, 4, 5 and 6 and any Performance Condition, an Option will Vest on the Vesting Date (or, if there is more than one Vesting Date, as to the relevant number of Shares on each of the Vesting Dates) or, if later, on the date or dates on which the extent to which the Performance Condition is satisfied has been determined.
3.3		Manner of exercise of Options

3.3.1

Options must be exercised in a form specified by the Grantor and must be accompanied by:

	(i)		the relevant option certificate (if required by the Grantor); and
	(ii)		correct payment in full of the Exercise Price for the number of Shares being acquired unless the Grantor and the Participant have agreed some other method for payment of the Exercise Price.

	3.3.2		If an Option lapses before the Option Exercise Date, any attempted exercise of that Option is invalid. No employee has any right to compensation if an Option becomes exercisable under the Plan but lapses before the Option Exercise Date.
	3.3.3		Subject to any other restriction in the rules, an Option may be exercised in respect of all the Shares under the Option or only some of those Shares. However, Options must be exercised over at least 10 Shares each and may be exercised only in multiples of 10 Shares. These restrictions will not apply where an Option is

exercised for the maximum number of Shares permissible at the time. If an Option is exercised in part, and the balance remains exercisable, the Grantor must on the surrender of the relevant certificate issue a balance certificate.

3.4		Satisfying Options
		Subject to rules 3.5, 3.6 and 3.7.2, within 30 days of the Option Exercise Date, the Grantor shall procure that the number of Shares in respect of which the Option has been exercised are issued or transferred to the Participant.
3.5		Cash or Share alternative
		The Committee may decide to satisfy an Option:

3.6		Satisfying Phantom Options and Share Appreciation Rights
		A Phantom Option will always be satisfied as described in rule 3.5.1 and a Share Appreciation Right as described in rule 3.5.2.
3.7		Delay for Dealing Restrictions

4		Lapse of Options in connection with conduct
		The Committee may decide that an Option which has not been exercised will lapse wholly or in part if it considers that the Participant has engaged in conduct which is contrary to the legitimate expectations of the Company.
5		Leaving employment
5.1		General rule on leaving employment

5.2		Leaving in special circumstances
		Except where rule 5.3 applies, if a Participant leaves employment because of:

		his Option will Vest on the last day of the financial year of the Company in which he leaves employment or on any other date determined by the Committee. The Committee will determine the extent to which the Option will Vest, normally taking into account performance to that date (where applicable) for Executives.
5.3		Retirement and redundancy — Executives

5.4		Period for exercise after leaving employment
		Where an Option becomes exercisable under this rule 5 as a result of leaving employment, or a Participant who holds a Vested Option leaves employment in the circumstances described in rule 5.2 or 5.3, the Option will be exercisable to the relevant extent until the later of:

5.4.1

48 months from the Grant Date;

	5.4.2		24 months from the date of leaving employment; and
	5.4.3		six months from the Vesting Date

		and will lapse to the extent not then exercised.
		However, if the Option becomes exercisable after the death of the Participant, it will be exercisable for 12 months from the date of death (or such longer period as the Committee may determine) and will lapse to the extent not then exercised.
5.5		Interpretation
		For the purposes of this rule, a Participant will be treated as ‘leaving employment’ when he is no longer an employee or director of any Member of the Group and not before.
		Where there are two or more dates on which an Option lapses under these rules, the earlier one will prevail.
6		Corporate Events
6.1		Takeover
		If there is a Takeover, each Option will Vest on the date of the Takeover. The Committee will decide the extent to which each Option will Vest taking account of performance to the date of the Takeover. Unless the Committee decides otherwise, the number of Shares in respect of which the Option Vests will be adjusted to take account of the unexpired portion of the Performance Period on the date of the Takeover or, where the Option is not subject to a Performance Condition, to take account of the period between the date of the Takeover and the normal Vesting Date. The Options will be exercisable for six weeks from the date of the Takeover. At the end of that period, all Options will lapse.
		Alternatively, the Committee may decide that some or all Options will be automatically exchanged in accordance with rule 6.2 or may allow the Participant to choose Vesting or exchange.
		There is a “ Takeover ” if:

		“ Control ” has the meaning given to it by Section 995 of the Income Tax Act 2007.
6.2		Exchange of Options on a Takeover
		If an Option is to be exchanged, the following provisions will apply:

6.3		Demergers or other corporate events
		If the Committee becomes aware that the Company is or is expected to be affected by any variation in share capital, demerger, distribution (other than an ordinary dividend) or other transaction (other than a Takeover) which, in the opinion of the Committee could affect the current or future value of Shares, the Committee may allow Options to Vest in whole or in part and be exercisable for such period as they may decide (at the end of which they may lapse), subject to any conditions the Committee may decide to impose, or may require them to be exchanged under rule 6.2.
6.4		Rights issues and changes in share capital

6.4.1

If there is:

	(i)		a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital;
	(ii)		a demerger (in whatever form) or exempt distribution by virtue of Section 213 of the Income and Corporation Taxes Act 1988;
	(iii)		a special dividend or distribution, or
	(iv)		any other corporate event which might affect the current or future value of any Option,

the Committee may adjust:

	(v)		the number or class of Shares;
	(vi)		the identity of the securities subject to the Option; and/or
	(vii)		the Exercise Price
	in such manner as it see fit.

6.5		Committee
		In this rule 6, “ Committee ” means those people who were members of the Committee immediately before the event by virtue of which this rule applies.
7		Tax
		The Participant will be responsible for all taxes, social security contributions or other levies arising in connection with an Option and will, if required to do so, agree the transfer of liability for employer social security contributions to him.
		The Company, any employing company or trustee of any employee benefit trust, may withhold any amounts or make such arrangements as it considers necessary to meet any liability to pay or account for any such taxation or social security contributions or other levies. These arrangements may include the sale of or reduction in number of Shares to which a Participant would otherwise be entitled or the deduction of the amount of the liability from any cash amount payable to the Participant under the Plan or otherwise.
		The Participant will promptly do all things necessary to facilitate such arrangements and, notwithstanding anything to the contrary in the Plan, Vesting or the issue or transfer of Shares may be delayed until he does so.
8		General Terms
8.1		Limits on use of new issue and treasury shares
		The number of Shares which may be allocated under the Plan on any day will not exceed 10% of the ordinary share capital of the Company in issue immediately before that day, when added to the total number of Shares which have been allocated in the previous 10 years under the Plan and any other employee share scheme adopted by the Company.
		The number of Shares which may be allocated under the Plan on any day will not exceed 5% of the ordinary share capital of the Company in issue immediately before that day when added to the total number of Shares which have been allocated in the previous 10 years under the Plan and any other discretionary share scheme adopted by the Company.
		“ Allocate ” means granting a right to acquire unissued shares or Shares or the issue and allotment of shares. Rights which have lapsed or been surrendered will not count towards these limits.
		For so long as recommended by the Association of British Insurers, the transfer of treasury shares shall be treated as the issue of new shares for the purposes of this limit.
8.2		Transfer of Options
		A Participant may not transfer, assign or otherwise dispose of an Option or any rights in respect of it. This rule 8.2 does not apply to:

8.3		Company Documents
		The Company is not required to send to any Participant a copy of any documents which the Company is required to send to its shareholders.
8.4		Discretionary nature of the Plan

8.6		Regulations
		The Committee has power from time to time to make or vary regulations for the administration and operation of the Plan.
8.7		Options non-pensionable
		Options do not form part of a Participant’s remuneration for the purpose of determining entitlement to any benefit of employment including any pension or retirement benefit, life assurance, permanent health insurance or other similar benefit, whether existing or subsequently introduced.
8.8		Consents
		All issues or transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force and it will be the Participant’s responsibility to comply with any requirements to be fulfilled in order to obtain or obviate the necessity for any such consent.
8.9		Notices
		Any notice or other document which has to be given to a Participant under or in connection with the Plan may be delivered or sent by post to him at his home address according to the records of his employing company or sent by e-mail or fax to any e-mail address or fax number which according to the records of his employing company is used by him, or in either case such other address which the Company considers appropriate.
		Any notice or other document which has to be given to the Company or other duly appointed agent under or in connection with the Plan may be delivered or sent by post to it at its respective registered office (or such other place as the Committee or duly appointed agent may from time to time decide and notify to Participants) or sent by e-mail or fax to any e-mail address or fax number notified to the sender.
		Notices sent by post will be deemed to have been given on the second day after the date of posting. However, notices sent by or to a Participant who is working overseas will be deemed to have been given on the seventh day after the date of posting.
		Notices sent by e-mail or fax, in the absence of evidence to the contrary, will be deemed to have been received on the day after sending.
8.10		Data protection
		By participating in the Plan each Participant consents to the holding and processing of personal data provided by such Participant to the Company, any Member of the Group and any other persons or entities for all purposes relating to the operation of the Plan. These include, but are not limited to:

9		Amendment and termination of the Plan
9.1		Directors’ powers
		Except as described in the rest of this rule 9, the Committee may at any time change the Plan in any way. Changes may affect Options already granted.
9.2		Shareholder approval

UK Approved Options

Schedule 1
United Kingdom — tax-favoured options

The Committee may decide that this Schedule will apply to any Option granted to a person who is eligible under paragraph 1 (an “ Approved Option ”). If it does, the rules will apply to the Approved Option, subject to this Schedule, which will override the rules in the event of any conflict.

This Schedule 1 has been approved by HMRC under Schedule 4 of ITEPA under reference number X104452 and will apply to an Approved Option for so long only as such approval is to be maintained.

1		Eligibility to be granted Approved Options
		Approved Options may only be granted to an employee of:

	(a)		the Company;
	(b)		a subsidiary which is under the Control of the Company;
	(c)		any jointly-owned company of which the Company or any subsidiary which is under the Control of the Company is a joint owner (within the meaning of paragraph 34 of ITEPA) or any such subsidiary of any such company which is designated by the Committee; or
	(d)		any other entity designated by the Committee and agreed by HMRC,

and cannot be granted to anybody who is:

	(e)		excluded from participation because of paragraph 9 of ITEPA (material interest provisions); or
	(f)		a director who is required to work less than 25 hours a week (excluding meal breaks) for the Company.

2		Satisfying Options
		In addition to the requirements of rule 3.4, Shares issued or transferred to the Participant following the exercise of an Approved Option shall rank equally with Shares of the same class already in issue.
3		Exercise Price of an Approved Option
		The Exercise Price of an Approved Option must not be less than the market value of a Share on the Grant Date determined in accordance with the following:

	(a)		where Shares of the same class are not admitted to the Official List of the UK Listing Authority, the market value of a Share calculated as described in Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed in advance with Shares & Assets Valuation at HMRC; and
	(b)		where Shares of the same class are so admitted and traded on the London Stock Exchange, their Market Value or such other price as may be agreed in advance with Shares & Assets Valuation at HMRC.

The closing middle market quotation is taken from the Daily Official List of the London Stock Exchange.

UK Approved Options

4		Shares subject to an Approved Option
		The Shares subject to an Approved Option must satisfy paragraphs 16 to 20 of ITEPA. If they cease to satisfy paragraphs 16 to 20 of ITEPA and the Committee notifies HMRC that they wish the terms of Approved Options to be disapproved, the Option will continue in effect but the Option will cease to be an Approved Option and this schedule will cease to apply.
		American depository shares will not be the subject of an Approved Option unless HMRC has agreed in advance that they may be.
5		Performance Conditions for Approved Options
		Any Performance Conditions or other conditions imposed on the Vesting of an Approved Option must be objective and, if an amendment is made to a Performance Condition or other condition, the amended condition must, in the reasonable opinion of the Directors, be no more difficult to satisfy.
		The Committee may change a Performance Condition or any other condition relating to an Approved Option if anything happens which causes it, fairly and reasonably, to consider that a changed performance condition would be a fairer measure of performance.
6		Individual limit on Approved Options
		The Committee must not grant an Approved Option which would cause the aggregate market value of:

	(a)		the Shares subject to that Approved Option; and
	(b)		the Shares which the Participant may acquire on exercising other Approved Options; and
	(c)		the shares which he may acquire on exercising his options under any other HMRC approved discretionary scheme established by the Company or by any of its associated companies (as defined in paragraph 35 of ITEPA),

		to exceed the amount permitted under paragraph 6(1) of ITEPA (currently £30,000). For the purposes of this paragraph, market value is calculated as at the date of grant of the options as described in the relevant plan rules.
		If the Committee tries to grant an Approved Option which is inconsistent with this paragraph 6, the Approved Option will be limited and will take effect from the Grant Date on a basis consistent with this paragraph.
7		Transferring Approved Options
		An Approved Option cannot be transferred, assigned or otherwise disposed of, except on the transmission of the Approved Option on the death of a Participant to his personal representatives.
8		Variations in share capital, demergers and special distributions
8.1		Adjustments may not be made to Approved Options under rule 6.4 (Rights issues and changes in share capital) where there is a demerger (in whatever form), an exempt

UK Approved Options

		distribution by virtue of section 213 of the Income and Corporation Taxes Act 1988 or a special dividend or distribution.
8.2		The Committee cannot change the identity of the securities subject to the Option under rule 6.4 (Rights issues and changes in share capital).
8.3		No adjustment of Approved Options may be made under rule 6.4 (Rights issues and changes in share capital) without the prior approval of HMRC.
9		Restrictions on exercise of an Approved Option
		A Participant may not exercise an Approved Option while he is excluded from being granted an Approved Option under paragraph 9 of ITEPA (material interest provisions).
10		Leaving employment
		Rule 5 (leaving employment) is deleted and replaced with the following:

	“ 5		Leaving employment
	5.1		General rule on leaving employment

	5.2		Leaving in special circumstances (non-Executives)
			If a Participant (who is not an Executive) leaves employment because of:

his Option will Vest immediately.

UK Approved Options

	5.3		Leaving in special circumstances (Executives)
			Except where rule 5.4 applies, if an Executive leaves employment because of:

			his Option will Vest on the date on which the Committee determines the extent to which the Performance Conditions have been met in relation to the financial year of the Company in which he leaves employment. However, if the Committee so decides, it may allow the Executive’s Option to Vest on any earlier date. The Committee will determine the extent to which the Option will Vest and in doing so will normally take into account performance to that date.
	5.4		Retirement and redundancy — Executives

	5.5		Period for exercise after leaving employment
			Where an Option becomes exercisable under this rule 5 as a result of leaving employment, or a Participant who holds a Vested Option leaves employment in the circumstances described in rule 5.2 5.3 or 5.4, the Option will be exercisable to the relevant extent until the later of:

	5.5.1		48 months from the Grant Date;
	5.5.2		24 months from the date of leaving employment; and

	12.1.1		is a company;
	12.1.2		obtains Control of the Company as a result of making a general offer to acquire:

UK Approved Options

	(i)		the whole of the issued ordinary share capital of the Company (other than that which is already owned by the Acquiring Company and its subsidiaries) made on a condition such that, if satisfied, the Acquiring Company will have Control of the Company; or
	(ii)		all the Shares (or all those Shares not already owned by the Acquiring Company or its subsidiaries); or

12.2

Approved Options will only be exchanged as described in rule 6.2 (Exchange of Options):

16		Definitions
		In this Schedule:
		“ Business Day ” means a day on which the London Stock Exchange is open for business;
		“ HMRC ” means Her Majesty’s Revenue & Customs; and
		“ ITEPA ” means Schedule 4 to the Income Tax (Earnings & Pensions) Act 2003.

		The Committee may, on the Grant Date, designate any Option as an Incentive Stock Option within the meaning of section 422 of the Code (as defined below). If it does so, the provisions of the rules of the Plan will apply to the Incentive Stock Option, subject to the amendments set out in this Schedule 2.
1		Definitions
		Definitions set out in the rules of the Plan apply equally to this Schedule with the addition of the definitions set out below.
		“ Code ” means the United States of America Internal Revenue Code of 1986, as amended;
		“ Disability ” means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months;
		“ Incentive Stock Option ” or “ ISO ” means a stock option that is intended to qualify for special federal income tax treatment pursuant to sections 421 and 422 of the Code (or a successor provision thereof) and which is so designated by the Committee on the Grant Date. Under no circumstances shall any Option that is not specifically designated as an Incentive Stock Option be considered an Incentive Stock Option;
		“ Leave of Absence ” means a leave of absence authorised by the Participant’s employer for any reason;
		“ Market Value ” means:

	(a)		in respect of any day, the closing middle market quotation of a Share quoted on the London Stock Exchange for the day immediately preceding the Grant Date on which the relevant market was open or, in the case of an American depository share, the closing price quoted on the New York Stock Exchange for that day; or
	(b)		if the Shares are not fully quoted on the London Stock Exchange, the market value of a Share determined in accordance with part VIII of the Taxation of Chargeable Gains Act 1992 and agreed on or before that date with HM Revenue & Customs;

		“ Subsidiary Corporation ” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of the granting of the Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
2		Eligibility to be granted ISOs
		An ISO may be granted to any employee of the Company or a Subsidiary Corporation.
		Notwithstanding the foregoing, to the extent required under section 422 of the Code, an ISO may not be granted to an individual who, at the time the Option is granted, owns stock possessing more than 10% of the total combined voting power of all classes of stock of his or her employer corporation or of its parent or Subsidiary Corporations (as such ownership may be determined for purposes of section 422(b)(6) of the Code) unless (i) at the time such ISO is granted the Exercise Price is at least 110% of the Market Value of the Shares

US Incentive Stock Options

		subject thereto and (ii) the ISO by its terms is not exercisable after the expiration of five (5) years from the Grant Date.
3		Exercise period for ISOs
		Notwithstanding anything in the rules of the Plan, an ISO will lapse, at the latest, 10 years after the Grant Date, or five years, in the case of an individual described in Section 422(b)(6) of the Code (relating to certain 10% owners).
4		Individual limit on ISOs
		To the extent that the aggregate Market Value of the Shares subject to an ISO (determined as of the Grant Date), which first becomes exercisable under the Plan during any calendar year (including any other options granted under such stock option plans required to be taken into account under section 422(d) of the Code), exceeds US$100,000, the portion of such ISO that exceeds US$100,000 shall not be an ISO, but shall continue in effect as an Option governed by the rules of the Plan not including this Schedule 2.
5		Exercise Price of an ISO
		The Exercise Price of an ISO will not be less than 100% (or 110%, in the case of an individual described in section 422(b)(6) of the Code (relating to certain 10% owners)) of the Market Value of a Share on the Grant Date.
6		Overall limit on number of ISOs
		The aggregate number of Shares subject to ISOs will not exceed the lower of the limits set out in rule 8.1 of the Plan and 130 million American depositary shares (or the equivalent in ordinary shares). The Directors may make such adjustments as they see fit to this limit to take account of any transaction in respect of a rights issue and/or change in share capital as set out in rule 6.4 of the Plan.
7		Transferring ISOs
		An ISO may not be transferred, assigned or otherwise disposed of other than by will or the laws of descent and distribution and, during the lifetime of a Participant, must not be exercisable by any other person.
8		Holding requirement
		If a Participant disposes of Shares acquired upon exercise of an ISO in a “disqualifying disposition” within the meaning of section 422 of the Code, that is, less than:

	(i)		two years after the Grant Date of the ISO; or
	(ii)		one year from the issue or transfer of Shares to the Participant on exercise of the ISO,

		or in any other disqualifying disposition within the meaning of section 422 of the Code, the Participant shall notify the Company of the date and terms of such disposition in writing within 15 days thereof.
9		Withholding of tax
		The Company, the Directors, any employing company or the trustee of any benefit trust may withhold such amount and make such arrangement as it considers necessary to meet any applicable tax withholding liability. These arrangements may include the sale of Shares

US Incentive Stock Options

		on behalf of a Participant or a reduction in the number of Shares to which the Participant would otherwise be entitled.
10		Cessation of employment
		Except in the event of the Participant’s death, where rule 5.2 of the Plan applies with respect to an ISO, if such ISO is exercised later than three (3) months after cessation of employment, it shall cease to be treated as an ISO, but shall continue in effect as an Option governed by the rules of the Plan, not including this Schedule 2.
		Notwithstanding the foregoing, if cessation of employment is by reason of Disability, the ISO shall continue to be treated as an ISO if it is exercised within one (1) year following cessation of employment and shall cease to be treated as an ISO, but shall continue in effect as an Option governed by the rules of the Plan, not including this Schedule 2, if it is exercised later than one (1) year after cessation of employment.
11		Leave of Absence
		If a Leave of Absence exceeds three (3) months and the Company is required, either by statute or contract, to reemploy the Participant upon expiration of such leave, ISOs will continue to be treated as ISOs during the Leave of Absence. If reemployment upon expiration of a Leave of Absence that exceeds three (3) months is not so guaranteed, the ISOs held by the Participant shall cease to be treated as ISOs six (6) months after the first day of such leave, but shall continue in effect as an Option governed by the rules of the Plan, not including this Schedule 2.
12		Amendment
		Shareholder approval of any amendment made to the Plan or this Schedule 2 shall be obtained to the extent necessary to comply with section 422 of the Code (relating to ISOs).
13		Exchange and adjustment of Options
		If rules 6.2 or 6.4 of the Plan apply with respect to ISOs, any exchange of or adjustment to an ISO shall be made in accordance with section 424 of the Code.
14		Effective date and termination
		Unless terminated earlier by the Directors, this Schedule 2 shall terminate on the day prior to the tenth anniversary of the earlier of:

	(i)		the adoption of the Plan by the Directors; and
	(ii)		the approval of the Plan by the Company’s shareholders.

		All ISOs granted under this Schedule 22 prior to its termination shall remain in effect until such ISOs have been satisfied or terminated in accordance with the provisions of the Plan and this Schedule 2.
15		Governing law
		English law governs the ISOs and their construction. However, ISOs will be construed in accordance with the provisions of section 422 of the Code so as to preserve their status as Incentive Stock Options.

US Incentive Stock Options

16		Failure to comply with the Code in relation to an ISO
		To the extent that an ISO fails to meet any of the requirements of section 422 of the Code, it shall cease to be an ISO but shall, from the date of such failure, continue in effect as an Option governed by the rules of the Plan, not including this Schedule 2.

Exhibit 4.11

GLAXOSMITHKLINE PLC

RULES OF THE GLAXOSMITHKLINE 2009
PERFORMANCE SHARE PLAN

Directors’ Adoption:		28 May 2009
Shareholder approval		20 May 2009
Expiry Date:		19 May 2019

Linklaters LLP
One Silk Street
London EC2Y 8HQ

Telephone (+44) 20 7456 2000

Facsimile (+44) 20 7456 2222

Reference: 01/145/C Peake

Table of Contents

Contents				Page
1		Meaning of words used			1
2		Granting Awards			2
3		Dividends and dividend equivalents			3
4		Vesting of Awards			4
5		Lapse of Awards in connection with conduct			5
6		Leaving employment			5
7		Corporate Events			6
8		Tax			8
9		General Terms			8
10		Amendment and termination of the Plan			11
11		Governing Law			12
Schedule 1 United States					13
Schedule 2 France					20

1		Meaning of words used
		In these Rules:
		“ Award ” means a right to acquire Shares (which may be a Conditional Award or a Nil-Cost Option);
		“ Award Date ” means the date on which an Award is granted or any other date which the Committee sets in relation to an Award;
		“ Committee ” means, in relation to an Award made or to be made to an Executive, the remuneration committee of the board of directors of the Company and in relation to any other award, the board of directors of the Company or, in either case, any person or group of persons to whom some or all of such body’s functions under the Plan are delegated;
		“ Company ” means GlaxoSmithKline plc;
		“ Conditional Award ” means a conditional right to acquire Shares following Vesting;
		“ Dealing Restrictions ” means restrictions on dealing in Shares imposed by any law, regulation or Code of Practice (including the Model Code on dealings in securities set out in Rule 9, Annex 1 of the Listing Rules relating to admission to the Official List maintained by the Financial Services Authority for the purpose of section 74(1) of the Financial Services and Markets Act 2000) or otherwise;
		“ Dividend Equivalents ” means a right to cash or Shares as described in Rule 3;
		“ Executive ” means an executive director of the Company or any member of the Corporate Executive Team;
		“ Grantor ” means the Member of the Group or other entity which has agreed to satisfy an Award as required by these rules or, if no entity has so agreed, the Company;
		“ Market Value ” means, in respect of any day, the closing middle market quotation of a Share quoted on the London Stock Exchange for the immediately preceding day on which the relevant market was open or, in the case of an American depository share, the closing price quoted on the New York Stock Exchange for that same immediately preceding day;
		“ Member of the Group ” means the Company, its subsidiaries from time to time or any other company which the Committee determines should be treated as a Member of the Group for some or all purposes;
		“ Nil-Cost Option ” means a right to acquire Shares granted under the Plan following exercise;
		“ Participant ” means a person who has been granted an Award or, following the death of a Participant, his personal representatives;
		“ Performance Condition ” means a condition to the Vesting of an Award imposed under Rule 2.4;
		“ Performance Period ” means the period over which the Performance Condition is tested;
		“ Plan ” means this plan known as “The GlaxoSmithKline 2009 Performance Share Plan” as amended from time to time;
		“ Share ” means a fully paid ordinary share in the capital of the Company, and, where the context requires, includes an American depository share representing Shares;

		“ Short Term Deferral Period ” means the period ending on 15 March after the end of the calendar year in which Vesting occurs;
		“ Takeover ” has the meaning given to it in Rule 7.1;
		“ Vesting ” means a Participant becoming entitled to receive the Shares comprised in his Award and “ Vest ” shall be construed accordingly;
		“ Vesting Date ” means the date on which an Award would normally Vest which will be set by the Committee on the grant of the Award under Rule 2.2.
2		Granting Awards
2.1		Selection of Participants
		The Committee may select any employee of any Member of the Group to be granted an Award. However, except in exceptional circumstances, the Committee may not select a person who has given or received notice terminating their employment.
2.2		Things to be decided when an Award is granted
		When granting an Award the Committee will decide:

2.3		Individual limits
		Except in exceptional circumstances, the Market Value, on the Award Date, of Shares subject to Awards granted to any one Participant in respect of any financial year will not be more than 600 per cent of his annual basic salary on the Award Date.
		This limit will exclude any Shares which become subject to the Award in connection with Dividend Equivalents or which are subject to the Award in order to compensate the Participant for having agreed to pay or repay any employer social security liability.
2.4		Performance Conditions
		When granting an Award, the Committee shall make its Vesting conditional on the satisfaction of one or more conditions determined by it. Such Performance Conditions, in relation to Awards made to Executives, will be tested over at least three financial years of the Company and may, in all cases, provide that the Award will lapse to the extent it is not satisfied.
		The Committee may make the Vesting of an Award conditional upon the satisfaction of any other condition but, unless the Committee decides otherwise, this will not form part of the Performance Condition. The condition may provide that the Award will lapse to the extent it is not satisfied.

		The Committee may change a Performance Condition or any other condition if there is a situation which causes it to consider that a changed performance condition would be a fairer measure of performance.
2.5		Timing of Awards
		Awards may not be granted at any time after 19 May 2019.
		The Award Date for an Award must be within the 42 days starting on any of the following:

2.6		Documentation of Awards
		Each Award will be granted by deed. Each Participant will receive a certificate or statement (electronically or in hard copy) summarising the principal terms of the Award.
2.7		Overseas schedules
		The Committee may establish additional schedules to the Plan for the benefit of employees outside the UK, based on the Plan but modified to take account of local tax, exchange control or securities laws in overseas territories.
3		Dividends and dividend equivalents
3.1		No rights to dividends
		A Participant shall not be entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to an Award unless and until the Shares are issued or transferred to the Participant.
3.2		Dividend Equivalents
		If an Award carries Dividend Equivalents:

		For the avoidance of doubt, the amount of a dividend, for these purposes, does not include the tax credit.
		For the purposes of this Rule 3, “market value” means Market Value or, if the Committee so decides, the closing middle market quotation of a share quoted on the London Stock Exchange for the dividend payment date or, in the case of an American depositary share, the closing price quoted on the New York Stock Exchange for that day.
		This will not apply to any dividend in respect of which an adjustment is made under Rule 7.4.
		For the avoidance of doubt, a Participant is not entitled to receive Dividend Equivalents with respect to the time period between the date of Vesting and the date that the relevant Shares are issued or transferred to the Participant.
4		Vesting of Awards
4.1		Normal Vesting
		Subject to Rules 4.5, 4.6, 5, 6 and 7 and any Performance Condition, an Award will Vest on the Vesting Date (or, if there is more than one, as to the relevant number of Shares on each of the Vesting Dates) or, if later, on the date or dates on which the extent to which the Performance Condition is satisfied has been determined.
4.2		Consequences of Vesting — Conditional Award
		Subject to Rules 4.5 and 4.6.2, as soon as practicable after the Vesting of an Award (and in any event no later than the date on which the Short Term Deferral Period expires) which takes the form of a Conditional Award, the Grantor shall procure that:

4.3		Consequences of Vesting — Nil-Cost Options
		A Nil-Cost Option will become exercisable, in respect of the number of Shares in respect of which it has Vested, from the date on which it Vests for a period of six months, unless the Committee determined a longer period on the Award Date, after which it will lapse to the extent not exercised. However, where the Nil-Cost Option Vests under Rule 7.1 (takeover), it will be exercisable for six weeks from the date of the Takeover.
		The Grantor will procure that the Participant is paid any amount due under Rule 3.2.2 (dividend equivalents) as soon as practicable after the date of Vesting (and in any event no later than the date on which the Short Term Deferral Period expires).
		A Nil-Cost Option may be exercised by the Participant giving written notice to the Company in such form as the Company may prescribe. A Nil-Cost Option will be deemed exercised on the last business day before the date on which it will lapse by virtue of this Rule 4.3.

		Subject to Rules 4.5 and 4.6.2, within 30 days of the receipt of the notice (or of the deemed exercise), the Grantor shall procure that the number of Shares in respect of which the Nil-Cost Option has been exercised are issued or transferred to the Participant.
4.4		No Fractional Shares
		Any fractional number of Shares accrued as a result of Rule 3.2 (or any other reason) shall be aggregated as at the date of Vesting, and rounded up to the nearest whole Share, unless the Committee determines otherwise.
4.5		Cash alternative
		The Committee may decide to satisfy an Award or the exercise of an Option by paying to the Participant an amount equal to the Market Value of the number of Shares which would otherwise be issued or transferred following the date of Vesting (or exercise, in the case of a Nil-Cost Option).
		The Committee may grant an Award on the basis that it will always be satisfied as described in this Rule 4.5.
4.6		Delay for Dealing Restrictions

5		Lapse of Awards in connection with conduct
		The Committee may decide that an Award which has not Vested (or a Nil-Cost Option which has not been exercised) will lapse wholly or in part if it considers that the Participant has engaged in conduct which is contrary to the legitimate expectations of the Company.
6		Leaving employment
6.1		General rule on leaving employment

6.2		Leaving in special circumstances
		Except where Rule 6.3 applies, if a Participant leaves employment because of:

		his Award will Vest on the last day of the financial year of the Company in which he leaves employment or on any other date determined by the Committee. The Committee will determine the extent to which the Award will Vest normally taking into account performance to that date. The Committee may adjust the number of Shares in respect of which it Vests to take account of the unexpired portion of the Performance Period when the Participant left employment.
6.3		Retirement and redundancy — Executives

6.4		Meaning of “leaving employment”
		For the purposes of this rule, a Participant will be treated as ‘leaving employment’ when he is no longer an employee or director of any Member of the Group and not before.
7		Corporate Events
7.1		Takeover
		If there is a Takeover, each Award will Vest on the date of the Takeover. The Committee will decide the extent to which each Award will Vest taking account of performance to the date of the Takeover. Unless the Committee decides otherwise, the number of Shares in respect

		of which it Vests shall be adjusted to take account of the unexpired portion of the Performance Period on the date of the Takeover.
		Alternatively, the Committee may decide that some or all Awards will be automatically exchanged in accordance with Rule 7.2 or may allow the Participant to choose Vesting or exchange.
		There is a “ Takeover ” if:

		“ Control ” has the meaning given to it by Section 995 of the Income Tax Act 2007.
7.2		Exchange of Awards on a Takeover
		If an Award is to be exchanged, the following provisions will apply:

7.3		Demergers or other corporate events
		If the Committee becomes aware that the Company is or is expected to be affected by any variation in share capital, demerger, distribution (other than an ordinary dividend) or other transaction (other than a Takeover) which, in the opinion of the Committee could affect the current or future value of Shares, the Committee may allow Awards to Vest in whole or in part, subject to any conditions the Committee may decide to impose, or may require them to be exchanged under Rule 7.2.
7.4		Rights issues and changes in share capital
		If there is:

7.4.4

any other corporate event which might affect the current or future value of any Award,

		the Committee may adjust the number or class of Shares or the identity of the securities subject to the Award in such manner as it see fit.
7.5		Committee
		In this Rule 7, “ Committee ” means those people who were members of the Committee immediately before the event by virtue of which this rule applies.
8		Tax
		The Participant will be responsible for all taxes, social security contributions or other levies arising in connection with an Award and will, if required to do so, agree the transfer of liability for employer social security contributions to him.
		The Company, any employing company or trustee of any employee benefit trust, may withhold any amounts or make such arrangements as it considers necessary to meet any liability to pay or account for any such taxation or social security contributions or other levies. These arrangements may include the sale of or reduction in number of Shares to which a Participant would otherwise be entitled or the deduction of the amount of the liability from any cash amount payable to the Participant under the Plan or otherwise.
		The Participant will promptly do all things necessary to facilitate such arrangements and, notwithstanding anything to the contrary in the Plan, Vesting or the issue or transfer of Shares may be delayed until he does so.
9		General Terms
9.1		Limits on use of new issue and treasury shares
		The number of Shares which may be allocated under the Plan on any day will not exceed 10 per cent of the ordinary share capital of the Company in issue immediately before that day, when added to the total number of Shares which have been allocated in the previous 10 years under the Plan and any other employee share scheme adopted by the Company.
		The number of Shares which may be allocated under the Plan on any day will not exceed 5 per cent of the ordinary share capital of the Company in issue immediately before that day when added to the total number of Shares which have been allocated in the previous 10 years under the Plan and any other discretionary share scheme adopted by the Company.
		“ Allocate ” means granting a right to acquire unissued shares or Shares or the issue and allotment of shares. Rights which have lapsed or been surrendered will not count towards these limits.
		For so long as recommended by the Association of British Insurers, the transfer of treasury shares shall be treated as the issue of new shares for the purposes of this limit.
9.2		Transfer of Awards
		A Participant may not transfer, assign or otherwise dispose of an Award or any rights in respect of it. This Rule 9.2 does not apply to:

9.3		Company Documents
		The Company is not required to send to any Participant a copy of any documents which the Company is required to send to its shareholders.
9.4		Discretionary nature of the Plan

9.5		Committee’s decisions final and binding
		The decision of the Committee in connection with any interpretation of the rules of the Plan or in any dispute relating to any matter relating to the Plan will be final and conclusive.
9.6		Regulations
		The Committee has power from time to time to make or vary regulations for the administration and operation of the Plan.
9.7		Awards non-pensionable
		Awards do not form part of a Participant’s remuneration for the purpose of determining entitlement to any benefit of employment including any pension or retirement benefit, life assurance, permanent health insurance or other similar benefit, whether existing or subsequently introduced.
9.8		Consents
		All issues or transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force and it will be the Participant’s responsibility to comply with any requirements to be fulfilled in order to obtain or obviate the necessity for any such consent.
9.9		Notices
		Any notice or other document which has to be given to a Participant under or in connection with the Plan may be delivered or sent by post to him at his home address according to the records of his employing company or sent by e-mail or fax to any e-mail address or fax number which according to the records of his employing company is used by him, or in either case such other address which the Company considers appropriate.
		Any notice or other document which has to be given to the Company or other duly appointed agent under or in connection with the Plan may be delivered or sent by post to it at its respective registered office (or such other place as the Committee or duly appointed agent may from time to time decide and notify to Participants) or sent by e-mail or fax to any e-mail address or fax number notified to the sender.
		Notices sent by post will be deemed to have been given on the second day after the date of posting. However, notices sent by or to a Participant who is working overseas will be deemed to have been given on the seventh day after the date of posting.
		Notices sent by e-mail or fax, in the absence of evidence to the contrary, will be deemed to have been received on the day after sending.
9.10		Data protection
		By participating in the Plan each Participant consents to the holding and processing of personal data provided by such Participant to the Company, any Member of the Group and any other persons or entities for all purposes relating to the operation of the Plan. These include, but are not limited to:

or for any change to a Performance Condition authorised by Rule 2.4.

11		Governing Law
		The Plan will be governed by and construed in accordance with English law. Any Member of the Group and all Participants shall submit to the exclusive jurisdiction of the English Courts as regards any matter arising under the Plan.

Schedule 1
United States

Part I

1		Application of Schedule
		The rules of this Schedule are made under and amend and supplement (as applicable) the terms of the Plan and any related Schedules. The rules of this Schedule apply to those Participants who are Group Company employees subject to US taxation (“ US Participants ”). In the event of any conflict, this Schedule shall override or modify (as applicable) the rules of the Plan and/or any other applicable Schedule.
2		Definitions
		The words and expressions used in this Schedule which have capital letters have the same meaning as they have in the rules of the Plan and/or any other applicable Schedule unless modified by this Schedule.
3		Takeover
		A decision of the Committee to allow Participants to choose Vesting or exchange upon a Takeover (as described in rule 7.1 of the Plan) will only be applicable to a US Participant to the extent it will not cause adverse tax consequences under section 409A of the US Internal Revenue Code of 1986, as amended (the “ Code ”).
4		Termination and Amendment
		The Committee may amend or terminate this Schedule at any time.
5		Successors and Assigns
		The terms of this Schedule shall be binding upon and inure to the benefit of the Company and its successors and assigns.

Part II

Terms of US Deferral Elections

1		Application of Part II of this Schedule
		Part II of this Schedule provides a mechanism for US Participants to make Deferral Elections with respect to Conditional Awards and is intended to ensure that any Deferral Elections made by US Participants comply with section 409A of the Code.
		For the avoidance of doubt, in order to be eligible to make a Deferral Election with respect to a Conditional Award, a US Participant must be invited to do so by the Committee. An invitation to make a Deferral Election with respect to a particular Conditional Award (or portion thereof) does not automatically entitle the US Participant to make a Deferral Election in a subsequent period. Notwithstanding anything to the contrary, the Committee retains sole and absolute discretion to (i) suspend the ability to make a Deferral Election with respect to Conditional Awards at any time and (ii) accelerate payments prior to the end

of the Deferral Period to the extent permissible under US Treasury Regulation §1.409A-3(j)(4) or any successor regulation.

2		Definitions
		“ Deferral Election ” means a written (electronically or in hard copy) election pursuant to which a US Participant elects to defer the receipt of Shares associated with a Conditional Award (including, if applicable, any Shares attributable to Dividend Equivalents credited pursuant to rule 3.2 of the Plan and Deferred Dividend Equivalents credited pursuant to rule 3.3 of Part II of this Schedule) for the Deferral Period, subject to the terms and conditions of this Schedule;
		“ Deferred Amount ” means any Conditional Award (or portion thereof) deferred by a US Participant pursuant to a valid Deferral Election;
		“ Deferred Dividend Equivalents ” means a right to cash or Shares as described in rule 3.3 of Part II of this Schedule;
		“ Deferral Period ” means a period beginning on the Vesting Date and ending on the earlier of the date specified by a US Participant on his or her Deferral Election form or the date resulting from the application of rule 5 of Part II of this Schedule;
		“ Disability ” means the affected US Participant:

	(i)		is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or
	(ii)		is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company;

		“ Election Date ” means a date at least six (6) months prior to the end of the applicable Performance Period which has been designated by the Committee as the last date as of which a Deferral Election becomes irrevocable; provided that the Committee may in its sole and absolute discretion reduce the foregoing 6-month requirement with respect to one or more US Participants to the extent permissible under US Treasury Regulation §1.409A-2 or any successor regulation;
		“ Group Company ” means any Member of the Group and “ Group Companies ” means all Members of the Group;
		“ Termination ” means a US Participant’s employment with the Group Companies completely ceases and no further services will be performed by the US Participant for the Group Companies or a US Participant’s services will permanently decrease to no more than 20 per cent of the average level of services performed by the US Participant over the immediately preceding 36-month period (or shorter period, if applicable); provided that such change in employment status constitutes a “separation from service” within the meaning of US Treasury Regulation §1.409A-1(h) or any successor regulation;
		“ Termination Date ” means the date as of which a Termination occurs; and

		“ Unforeseeable Emergency ” means a severe financial hardship to a US Participant resulting from an illness or accident of the US Participant, the US Participant’s spouse or a dependent (as defined in section 152(a) of the Code) of the US Participant, loss of the US Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the US Participant.
3		Deferral Election
3.1		Invitation
		If the Committee determines to permit Deferral Elections with respect to a Conditional Award (or portion thereof) then, prior to the Election Date, the Committee will send each selected US Participant a written invitation (electronically or in hard copy) to make a Deferral Election, together with a Deferral Election form. The invitation will state:

3.2		Election
		Each US Participant shall have the ability to defer the receipt of the Shares associated with a Conditional Award (or portion thereof) by properly completing and timely delivering a Deferral Election, on the form, in the manner and subject to the rules prescribed by the Committee from time to time. If a Deferral Election is made, it must be made with respect to all the Shares pursuant to which the Deferral Election is offered.
3.3		Deferred Dividend Equivalents; Fractional Deferred Dividend Equivalents

3.4		Subsequent Changes in Deferral Elections
		The Committee may in its sole and absolute discretion enable any or all US Participants to make subsequent changes to prior Deferral Elections in a manner consistent with US Treasury Regulation §1.409A-2(b) or any successor regulation.
3.5		Effect of Failure of Vesting to Occur
		A Deferral Election shall be null and void with respect to any portion of a Conditional Award for which a Vesting Date does not occur.
4		Payment
4.1		Payment in Shares
		All payments under this Schedule shall be in Shares; provided that the Committee may, from time to time, in its sole and absolute discretion pay cash in lieu of delivering Shares (calculated at the Market Value as of the end of the applicable Deferral Period) with respect to any or all US Participants. No US Participant is entitled to demand any particular form of payment.
4.2		Timing and Amount of Payment
		Subject to rules 4.1 and 6 of Part II of this Schedule, on or before the later of (i) December 31st of the year in which the Deferral Period ends or (ii) the 15 th day of the third calendar month following the date on which the Deferral Period ends, the Company shall transfer to each US Participant a number of Shares equal to the number of Shares that Vested on the Vesting Date of the associated Conditional Award (including any Shares attributable to Dividend Equivalents credited pursuant to rule 3.2 of the Plan), plus the number of Shares attributable to Deferred Dividend Equivalents credited pursuant to rule 3.3 of Part II of this Schedule. For the avoidance of doubt, a US Participant is not permitted, directly or indirectly, to designate the taxable year of payment.
4.3		No Interest or Dividend Equivalents Pending Transfer of Shares
		No US Participant is entitled to receive interest, dividend equivalents or other time-value-of-money compensation with respect to the time period between the date the Deferral Period ends and the date the relevant Shares are transferred to the US Participant.
5		Special Rule in connection with a Termination
		In connection with a US Participant’s Termination, the Deferral Period will end six-months after the Termination Date; provided that, prior to the applicable Election Date, the Committee may in its sole and absolute discretion waive the foregoing 6-month requirement with respect to any or all US Participants ( other than a US Participant who is a “specified employee” (within the meaning of US Treasury Regulation §1.409a-3(i) or any successor regulation) for whom such waiver is not permissible under section 409A).
		If Termination is on account of the death of a US Participant, any Shares subject to a Deferral Election under this Schedule shall be distributed to the beneficiary or beneficiaries designated by the US Participant in the applicable beneficiary designation form. A US Participant may amend a beneficiary designation at any time by filing a new form pursuant to procedures established by the Company from time to time. If a US Participant has not made an effective beneficiary designation, or if the beneficiary predeceases the US

Participant, the US Participant’s designated beneficiary shall be the US Participant’s estate.