SIGNET JEWELERS LTD (Form: S-8, Received: 09/11/2008 16:03:12)

As filed with the Securities and Exchange Commission on September 11, 2008

Registration No. 333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SIGNET JEWELERS LIMITED

(Exact name of registrant as specified in its charter)

Bermuda

N/A

(State or other jurisdiction

of incorporation or organization)

(I.R.S. employer

identification no.)

Clarendon House, 2 Church Street

Hamilton HM11, Bermuda

(441) 295-1422

(Address of principal executive offices and zip code)

Signet Jewelers Limited Rules of the Long-Term Incentive Plan 2008

Signet Jewelers Limited US Employee Stock Savings Plan

Signet Jewelers Limited Rules of the Sharesave Scheme

Signet Jewelers Limited Rules of the Irish Sharesave Scheme

Signet Jewelers Limited US Stock Option Plan 2008

Signet Jewelers Limited International Share Option Plan 2008

Signet Jewelers Limited UK Approved Share Option Plan 2008

Rules of the Signet Group plc Sharesave Scheme

Rules of the Signet Group plc Sharesave Scheme (The Republic of Ireland)

Signet Group plc International Share Option Plan 2003

Signet Group plc UK Inland Revenue Approved Share Option Plan 2003

(Full title of the plans)

Terry Burman

Chairman

Sterling Inc.

375 Ghent Road

Akron, Ohio 44313

(330) 668-5000

(Name, address and telephone number, including area code, of agent for service)


	*Copies to:*

Mark Jenkins Group Company Secretary Signet Group plc 15 Golden Square London W1F 9JG United Kingdom	Michael Brady Partner Weil, Gotshal & Manges LLP One South Place London EC2M 2WG United Kingdom	Jeffrey J. Weinberg Partner Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York, 10153

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer þ		Accelerated filer ¨
Non-accelerated filer ¨		Smaller reporting company ¨

CALCULATION OF REGISTRATION FEE



Title of securities to be registered	Amount to be registered (1)(2)(3)	Proposed maximum offering price per share (4)	Proposed maximum aggregate offering price (4)	Amount of registration fee
Common shares, $0.18 par value	8,569,000	$22.21	$190,317,490	$7,479.48

(1)

The amount of common shares being registered represents the estimated maximum amount issuable to employees pursuant to the plans to which this registration statement relates. The Signet Jewelers Limited US Employee Stock Savings Plan and the Signet Jewelers Limited US Stock Option Plan 2008 are each subject to a limit of 8,568,841 common shares. In addition, each of the plans being registered includes a formula that generally limits the number of shares which may be issued under the plan and any other employee share scheme to not more than 10 percent of the common share issued capital of Signet Jewelers Limited, among other limits. As at September 11, 2008, 10 percent of the common share issued capital of Signet Jewelers Limited is 8,527,709 common shares.

(2)	Pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement also covers additional shares of common stock and interests in the plans to be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(3)	Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Signet Jewelers Limited US Employee Stock Savings Plan described herein.

(4)

In accordance with Rule 457(h), the maximum offering price per share has been calculated pursuant to Rule 457(c) based upon the average of the high and low sale price of the ordinary shares of the Predecessor Registrant (defined in the Explanatory Note below) on the London Stock Exchange of 62.88p on September 5, 2008, multiplied by twenty to reflect the Share Capital Consolidation (defined in the Explanatory Note below). The translation of pounds sterling into US dollars has been made at the noon buying rate on September 5, 2008 of £1.00 to $1.7660.

EXPLANATORY NOTE

On September 11, 2008, Signet Group plc (the “ Predecessor Registrant ”) completed a reorganization (the “ Reorganization ”) of its corporate structure through a scheme of arrangement (the “ Scheme ”) pursuant to Part 26 of the Companies Act 2006 of England and Wales, resulting in the formation of a new holding parent company, Signet Jewelers Limited (the “ Registrant ”). Pursuant to the Scheme, the existing ordinary shares of $0.009 each of the Predecessor Registrant were cancelled, the Predecessor Registrant issued new ordinary shares to the Registrant, thus becoming a wholly owned subsidiary of the Registrant, and the Registrant issued to the Predecessor Registrant’s former shareholders one new common share of $0.009 each in the capital of the Registrant in exchange for each cancelled ordinary share. Immediately upon the Scheme becoming effective, the Registrant implemented a share capital consolidation (also known as a reverse stock split) on a one-for-twenty basis, in respect of the common shares issued under the Scheme (the “ Share Capital Consolidation ”). The combined effect of the Scheme and the Share Capital Consolidation was that holders of ordinary shares of the Predecessor Registrant received one common share of $0.18 each in the capital of the Registrant (a “ Common Share ”) for every twenty ordinary shares held on the business day immediately prior to the date the Scheme became effective.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be sent or given to participants in the Plans as specified under Rule 428(b)(1) under the Securities Act of 1933 (the “ Securities Act ”). These documents are not required to be, and are not being, filed by the Registrant with the Commission either as part of this registration statement (the “ Registration Statement ”) or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents, together with the documents incorporated by reference herein pursuant to Item 3 of Part II of this Registration Statement, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

The following documents, which have been previously filed by the Registrant or by the Predecessor Registrant with the Commission pursuant to the Exchange Act, are incorporated by reference into this Registration Statement:

(1) The Predecessor Registrant’s Annual Report on Form 20-F for the year ended February 2, 2008, filed with the Commission on May 9, 2008.

(2) All reports filed by the Registrant or by the Predecessor Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since February 2, 2008.

(3) The description of the Registrant’s Common Shares contained in the Registrant’s Form 8-A filed with the Commission on September 11, 2008, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, and any Form 6-K submitted during such period (or portions thereof) that are identified in such form as being incorporated by reference into this Registration Statement, shall be deemed to be incorporated by reference into this Registration Statement and to be part thereof from the date of filing or submission (as applicable) of such documents.

Any statement contained in a document which is incorporated by reference in this Registration Statement will be deemed modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or incorporated by reference in this Registration Statement or in any document that the Registrant or the Signet Jewelers Limited US Employee Stock Savings Plan files after the date of this Registration Statement that also is incorporated by reference in this Registration Statement modifies or supersedes the prior statement. Any modified or superseded statement shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Subject to the foregoing, all information appearing in this Registration Statement is qualified in its entirety by the information appearing in the documents incorporated by reference in this Registration Statement.

Item 4.

Description of Securities.

Not applicable.

Item 5.

Interests of Named Experts and Counsel.

Not applicable.

Item 6.

Indemnification of Directors and Officers.

The Companies Act 1981 of Bermuda, as amended (the “ Bermuda Companies Act ”) imposes various duties on officers of a company with respect to certain matters of management and administration of such company. The Bermuda Companies Act provides that in any proceedings for negligence, default, breach of duty or breach of trust against any officer, if it appears to a court that such officer is or may be liable in respect of the negligence, default, breach of duty or breach of trust, but that he has acted honestly and reasonably, and that, having regard to all the circumstances of the case, including those connected with his appointment, he ought fairly to be excused for the negligence, default, breach of duty or breach of trust, such court may relieve him, either wholly or partly, from any liability on such terms as such court may think fit. This provision has been interpreted to apply only to actions brought by or on behalf of a company against such officers. The Signet Jewelers Limited Bye-laws (the “ Bye-laws ”), however, provide that each of the Registrant’s present and future shareholders waive all claims or rights of action that such shareholder might have, individually or in the right of the Registrant, against any of the directors or officers for any act or failure to act in the performance of the duties of such director or officer, provided that this waiver does not extend to any matter in respect of any fraud or dishonesty which may attach to such director or officer.

The Bye-laws provide that none of the Registrant’s officers, directors or employees will be personally liable to the Registrant or its shareholders for any action or failure to act to the fullest extent permitted by law.

Under the Bermuda Companies Act a company may in its Bye-laws indemnify any director or officer in respect of any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the director may be guilty in relation to the company or any subsidiary thereof, except in relation to any fraud or dishonesty of which he may be guilty in relation to the company.

The Bye-laws provide that the directors and officers for the time being acting in relation to any of the affairs of the Registrant, or of its subsidiaries, will be indemnified out of the assets of the Registrant from and against all actions, costs, charges, liabilities, losses, damages and expenses which they or any of them may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of the Registrant’s business and none of them shall be answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Registrant may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Registrant may be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their duties, or in relation thereto, provided that such indemnity will not extend to any matter in respect of any fraud or dishonesty which may attach to any of the directors or officers.

The Bermuda Companies Act enables companies to purchase and maintain, and the Bye-laws permit the Registrant to purchase and maintain, insurance for directors and officers against any liability incurred by them in their capacities as such arising from negligence, default, breach of duty or breach of trust against the Registrant or any subsidiary thereof.

The Bye-laws provide that the Registrant may advance moneys to a director or officer for the costs, charges and expenses incurred by the director or officer in defending any civil or criminal proceedings against him, on condition that the director or officer shall repay the advance if any allegation of fraud or dishonesty is proved against him.

Item 7.

Exemption From Registration Claimed.

Not applicable.

Item 8.

Exhibits.

A list of exhibits included as part of this Registration Statement is set forth in the Exhibit Index to this Registration Statement.

Item 9.

Undertakings

The undersigned Registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement;

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, United Kingdom, on this 11th day of September 2008.


SIGNET JEWELERS LIMITED

By:	/s/ Walker Boyd
	Name:	Walker Boyd
	Title:	Group Finance Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated:


Signature	Title	Date

* Terry Burman	Group Chief Executive and Director (principal executive officer)	September 11, 2008

/s/ Walker Boyd Walker Boyd	Group Finance Director and Director (principal financial officer and principal accounting officer)	September 11, 2008

* Sir Malcolm Williamson	Chairman of the Board of Directors	September 11, 2008

* Mark Light	US Chief Executive and Director	September 11, 2008

* Robert Blanchard	Director	September 11, 2008

* Dale W. Hilpert	Director	September 11, 2008

* Russell Walls	Director	September 11, 2008

A Majority of the Board of Directors


*By:		/s/ Walker Boyd
		Walker Boyd
		Attorney-in-Fact

THE PLAN

Pursuant to the requirements of the Securities Act of 1933, the Administrator of the Signet Jewelers Limited US Employee Stock Savings Plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, United Kingdom on this 11th day of September 2008.


SIGNET JEWELERS LIMITED US EMPLOYEE STOCK SAVINGS PLAN

By:	/s/ Mark Jenkins
	Name:	Mark Jenkins
	Title:	Authorized Representative of the Plan, Administrator of the Signet Jewelers Limited US Employee Stock Savings Plan

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of Signet Jewelers Limited in the United States, on this 11th day of September 2008.


By:		*
		Terry Burman
		Sterling Jewelers Inc.
		Chairman

*By:		/s/ Walker Boyd
		Walker Boyd
		Attorney-in-Fact

EXHIBIT INDEX


Exhibit Number		Description of Exhibit

4.1		Memorandum of Association of Signet Limited and Certificate of Incorporation on Change of Name to Signet Jewelers Limited (incorporated by reference to Exhibit 3.1 from Form 8-A filed by Signet Jewelers Limited on September 11, 2008)

4.2		Bye-laws of Signet Jewelers Limited (incorporated by reference to Exhibit 3.2 from Form 8-A filed by Signet Jewelers Limited on September 11, 2008)

*5.1		Opinion of Conyers Dill & Pearman

*5.2		Opinion of Weil, Gotshal & Manges LLP

*23.1		Consent of KPMG Audit Plc

*23.2		Consent of Conyers Dill & Pearman (included in Exhibit 5.1)

*23.3		Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.2)

*24.1		Power of Attorney

*99.1		Signet Jewelers Limited Rules of the Long-Term Incentive Plan 2008

*99.2		Signet Jewelers Limited US Employee Stock Savings Plan

*99.3		Signet Jewelers Limited Rules of the Sharesave Scheme

*99.4		Signet Jewelers Limited Rules of the Irish Sharesave Scheme

*99.5		Signet Jewelers Limited US Stock Option Plan 2008

*99.6		Signet Jewelers Limited International Share Option Plan 2008

*99.7		Signet Jewelers Limited UK Approved Share Option Plan 2008

*99.8		Rules of the Signet Group plc Sharesave Scheme

*99.9		Rules of the Signet Group plc Sharesave Scheme (The Republic of Ireland)

*99.10		Signet Group plc International Share Option Plan 2003

*99.11		Signet Group plc UK Inland Revenue Approved Share Option Plan 2003

*	Filed herewith.

Exhibit 5.1

11 September 2008


Signet Jewelers Limited Clarendon House 2 Church Street Hamilton HM11 Bermuda	DIRECT LINE:	+44 207 562 0348
	E-MAIL:	ANTHONY.SMITH@CONYERSDILLANDPEARMAN.COM
	OUR REF:	.AHS/692017/41529
	YOUR REF:

Dear Sirs

Signet Jewelers Limited (the “ Company ”)

We have acted as special legal counsel in Bermuda to the Company in connection with a registration statement on Form S-8 to be filed with the Securities and Exchange Commission on 11 September 2008 (the “ Registration Statement ”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the United States Securities Act of 1933, as amended (the “ Securities Act ”), of:

a)	8,569,000 common shares, par value US$0.18 per share (the “ Common Shares ”), issuable pursuant to the following plans (the “ Plans ”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto):

•

Signet Jewelers Limited Rules of the Long-Term Incentive Plan 2008;

•

Signet Jewelers Limited US Employee Stock Savings Plan (the “ USESSP ”);

•

Signet Jewelers Limited Rules of the Sharesave Scheme;

•

Signet Jewelers Limited Rules of the Irish Sharesave Scheme;

•

Signet Jewelers Limited US Stock Option Plan 2008;

•

Signet Jewelers Limited International Share Option Plan 2008;

•

Signet Jewelers Limited UK Approved Share Option Plan 2008;

•

Rules of the Signet Group plc Sharesave Scheme;

•

Rules of the Signet Group plc Sharesave Scheme (The Republic of Ireland);

•

Signet Group plc International Share Option Plan 2003; and

•

Signet Group plc UK Inland Revenue Approved Share Option Plan 2003; and

b)	an indeterminate number of plan interests under the USESSP.

For the purposes of giving this opinion, we have examined copies of the Registration Statement and the Plans. We have also reviewed the memorandum of association and the bye-laws of the Company, each certified by the Secretary of the Company on 11 September 2008, copies of

minutes of meetings of the board of directors of the Company held on 9 July 2008 and 2 September 2008 (together the “ Minutes ”) and such other documents and made such enquires as to questions of law as we have deemed necessary in order to render the opinion set forth below.

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) of all documents examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention, (c) the accuracy and completeness of all factual representations made in the Registration Statement, the Plans and other documents reviewed by us, (d) that the resolutions contained in the Minutes were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended, except with respect to the USESSP, (e) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein, (f) the validity and binding effect under the laws of England, New York and Ireland of those Plans subject to such laws in accordance with their terms, (g) that there is no provision of any award agreement or option which would have any implication in relation to the opinions expressed herein, (h) that, upon the issue of any Common Shares, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof, (i) that on the date of issuance of any of the Common Shares the Company will have sufficient authorised but unissued common shares, (j) that on the date of issuance of any award or option under a Plan, the Company will be able to pay its liabilities as they become due, (k) that the Company’s shares will be listed on an appointed stock exchange, as defined in the Companies Act 1981 of Bermuda, as amended, and (l) that the general permissions with respect to the issuance and free transferability of shares granted by the Bermuda Monetary Authority on 1 June 2005 will not have been revoked or amended at the time of issuance of any Common Shares.

We express no opinion with respect to the issuance of shares pursuant to any provision of a Plan that purports to obligate the Company to issue shares following the commencement of a winding up or liquidation. We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is issued solely for the purposes of the filing of the Registration Statement and the issuance of the Common Shares by the Company pursuant to the Plans and is not to be relied upon in respect of any other matter.

On the basis of, and subject to, the foregoing, we are of the opinion that:

The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda government authority or to pay any Bermuda government fees or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).

-2-

2.	When issued and paid for in accordance with the terms of the Plans, the Common Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such Common Shares).

The Company has all requisite corporate power and authority to execute and deliver the USESSP and to perform its obligations thereunder. The execution, delivery and performance of the USESSP by the Company have been duly authorized by all necessary corporate action on the part of the Company. The USESSP has been duly and validly executed and delivered by the Company.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations promulgated thereunder.

Yours faithfully,

/s/ Conyers Dill & Pearman

CONYERS DILL & PEARMAN

-3-

Exhibit 5.2

Weil, Gotshal & Manges LLP

767 FIFTH AVENUE • NEW YORK, NY 10153-0119

(212) 310-8000

FAX: (212) 310-8007

AUSTIN

BEIJING

BOSTON

BUDAPEST

DALLAS

FRANKFURT

HONG KONG

HOUSTON

LONDON

MIAMI

MUNICH

PARIS

PRAGUE

PROVIDENCE

SHANGHAI

SILICON VALLEY

WARSAW

WASHINGTON, D.C.

September 11, 2008

Signet Jewelers Limited

Clarendon House, 2 Church Street

Hamilton HM11, Bermuda

Ladies and Gentlemen:

We have acted as counsel to Signet Jewelers Limited, a Bermuda corporation (the “Registrant”), in connection with the preparation and filing with the Securities and Exchange Commission of the Registrant’s Registration Statement on Form S-8 (the “Registration Statement”), under the Securities Act of 1933, as amended, relating to the registration of an aggregate of 8,569,000 common shares, par value $0.18 per share, of the Registrant issuable pursuant to several benefit plans, including the Signet Jewelers Limited US Employee Stock Savings Plan (the “Plan”), and an indeterminate number of interests in the Plan.

In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the Registration Statement, the Plan and such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Registrant, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Registrant. We have also assumed (i) the valid existence of the Registrant, (ii) that the Registrant has the requisite corporate power and authority to enter into and perform the Plan, (iii) the due authorization of the Plan by the Registrant, (iv) that the choice of law provision of the Plan is valid, binding and enforceable, and (v) the legal capacity of, and participation by, eligible employees in the Plan.

Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the Plan constitutes the legal, valid and binding obligation of the Registrant, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

The opinion expressed herein is limited to the laws of the State of New York, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.

We hereby consent to the use of this letter as an exhibit to the Registration Statement.

Very truly yours,

/s/ Weil, Gotshal & Manges LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Signet Jewelers Limited (successor registrant to Signet Group plc) relating to certain new and existing employee benefit plans, of our reports dated April 9, 2008, with respect to the consolidated balance sheets of Signet Group plc and subsidiaries as of February 2, 2008 and February 3, 2007, and the related consolidated income statements, consolidated statements of recognised income and expense and consolidated statements of cash flows for the 52 weeks ended February 2, 2008, the 53 weeks ended February 3, 2007 and the 52 weeks ended January 28, 2006, and the effectiveness of internal control over financial reporting as of February 2, 2008, which appear in the Signet Group plc Annual Report on Form 20-F for the 52 weeks ended February 2, 2008.

/s/ KPMG Audit Plc

KPMG Audit Plc

London, United Kingdom

September 10, 2008

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, on September 11, 2008, Signet Group plc (the “ Predecessor Registrant ”) completed a reorganization (the “ Reorganization ”) of its corporate structure through a scheme of arrangement pursuant to Part 26 of the Companies Act 2006 of England and Wales, resulting in the formation of a new holding parent company, Signet Jewelers Limited, a Bermuda company (the “ Company ”);

WHEREAS, the Company proposes to file with the Securities and Exchange Commission (the “ Commission ”), under the provisions of the US Securities Act of 1933, as amended (the “ Securities Act ”), (i) a post-effective amendment to the registration statement on Form S-8 (No. 333-134192) filed by the Predecessor Registrant with the Commission on May 17, 2006; (ii) a post-effective amendment to the registration statement on Form S-8 (No. 333-12304) filed by the Predecessor Registrant with the Commission on July 17, 2000; (iii) a post-effective amendment to the registration statement on Form S-8 (No. 333-9634) filed by the Predecessor Registrant with the Commission on November 13, 1998; and (iv) a post-effective amendment to the registration statement on Form S-8 (No. 333-8964) filed by the Predecessor Registrant with the Commission on June 17, 1998, (collectively, the “ Existing Registration Statements ”) pursuant to Rule 414 of the Securities Act, as the successor issuer to the Predecessor Registrant following the Reorganization, to adopt each of the Existing Registration Statements as its own for all purposes of the Securities Act and the Securities Exchange Act of 1934;

WHEREAS, the Company proposes to file with the Commission, under the provisions of the Securities Act, a registration statement on Form S-8 (the “ New Registration Statement ”) to register the following plans:

•

Signet Jewelers Limited Long-Term Incentive Plan 2008;

•

Signet Jewelers Limited US Employee Stock Savings Plan (and interests in the US Employee Stock Savings Plan, if registration of such interests is required);

•

Signet Jewelers Limited Rules of the Sharesave Scheme (and interests in the Rules of the Sharesave Scheme, if registration of such interests is required);

•

Signet Jewelers Limited Rules of the Irish Sharesave Scheme (and interests in the Rules of the Irish Sharesave Scheme, if registration of such interests is required);

•

Signet Jewelers Limited US Stock Option Plan 2008;

•

Signet Jewelers Limited International Share Option Plan 2008;

•

Signet Jewelers Limited UK Approved Share Option Plan 2008;

•

Signet Group plc Sharesave Scheme (for UK Employees) (and interests in the Sharesave Scheme (for UK Employees), if registration of such interests is required);

•

Signet Group plc Sharesave Scheme (Republic of Ireland) (and interests in the Sharesave Scheme (Republic of Ireland), if registration of such interests is required);

•

Signet Group plc International Share Option Plan 2003; and

•

Signet Group plc UK Inland Revenue Approved Share Option Plan 2003.

WHEREAS, each of the undersigned is a director and/or officer and/or authorized representative in the United States of the Company, as indicated by his signature;

NOW, THEREFORE, each person whose signature appears below constitutes and appoints Terry Burman and Walker Boyd, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Existing Registration Statements and the New Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting to said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one Power of Attorney.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated below:


Signature	Title	Date

/s/ Terry Burman	Group Chief Executive and Director (principal executive officer and authorized representative in the United States)	September 2, 2008
Terry Burman		September 2, 2008

/s/ Walker Boyd	Group Finance Director and Director (principal financial officer and principal accounting officer)	September 2, 2008
Walker Boyd		September 2, 2008

/s/ Malcolm Williamson	Chairman of the Board of Directors	September 2, 2008
Sir Malcolm Williamson

/s/ Mark Light	US Chief Executive and Director	September 2, 2008
Mark Light

/s/ Robert Blanchard	Director	September 2, 2008
Robert Blanchard

/s/ Dale Hilpert	Director	September 2, 2008
Dale W. Hilpert

/s/ Russell Walls	Director	September 2, 2008
Russell Walls

Exhibit 99.1

SIGNET JEWELERS LIMITED

RULES

of the

LONG-TERM INCENTIVE PLAN 2008

(Adopted by the Company by Directors’ Resolution on 9 July 2008)

Herbert Smith

Exchange House

Primrose Street

London EC2A 2HS

Tel: 020 7374 8000

Fax: 020 7374 0888

Ref: 30884278/2281

CONTENTS


1.	DEFINITIONS	1

2.	GRANT OF AWARDS	6

3.	NUMBER OF SHARES IN RESPECT OF WHICH AWARDS MAY BE GRANTED	8

4.	THE END OF THE PERFORMANCE PERIOD	9

5.	RIGHTS OF EXERCISE AND LAPSE OF AWARDS	10

6.	TAKEOVER, RECONSTRUCTION AND WINDING-UP	14

7.	MANNER OF EXERCISE OF SHARE AWARDS	17

8.	ISSUE OR TRANSFER OF SHARES	18

9.	ADJUSTMENTS	19

10.	ADMINISTRATION	19

11.	ALTERATIONS	20

12.	LEGAL ENTITLEMENT	21

13.	GENERAL	22

SIGNET JEWELERS LIMITED

RULES OF THE LONG - TERM INCENTIVE PLAN 2008

1.	DEFINITIONS

1.1	In this Plan, the following words and expressions shall have, where the context so admits, the meanings set forth below:


“Annual Remuneration”		The annual rate of the Participant’s basic salary (exclusive of bonuses, commissions, benefits in kind and Awards made, paid, vested or exercised under the Plan) from all Participating Companies, as at a date selected by the Remuneration Committee but within the period of 30 days prior to the Release Date.

“Appropriate Period”		The relevant period during which a Share Award may be exercised (or conditionally exercised) under Rules 6.1 to 6.5 inclusive.

“Award”		A contingent right to receive cash (in the form of a Cash Award) and/or a contingent right to be granted an option to acquire Shares (in the form of a Share Award) under the Plan, which is either subsisting or is proposed to be granted.

“Award Value”		The value of the Award which vests comprising any Share Award and/or any Cash Award.

“Board”		The board of directors for the time being of the Company or a duly authorised committee thereof other than the Remuneration Committee


“Cash Award”		That percentage of an Award specified as such under Rule 2.5.2 which has vested pursuant to Rule 4.2 and in respect of which a cash amount is payable pursuant to Rule 4.3.

“the Company”		Signet Jewelers Limited (registered in Bermuda no. 42069).

“Control”		The meaning given by Section 840 of the Taxes Act.

“Daily Official List”		The Daily Official List published by the London Stock Exchange.

“Date of Grant”		The date on which an Award is granted.

“Dealing Day”		Any day on which the main market of the New York Stock Exchange and/or London Stock Exchange is open for the transaction of business.

“Deduction Liability”		The amount of all taxes and/or social security contributions which a Participating Company, other Group Member or any other person (other than the Participant) (hereafter referred to as the “Relevant Payer”) would be required to account for to the taxation or social security authority in respect of an Award, a Share Award or a Cash Award to the extent the same may lawfully be recovered from a Participant.

“Eligible Employee”		Any person who at the Date of Grant is an employee of a Participating Company.

“Employees’ Share Scheme”		The meaning given by Section 743 of the UK Companies Act 1985.

“Executive Share Plan”		A share incentive plan in which individual participation is at the discretion of the Board.


“Exercise”		In relation to a Share Award, exercise in the manner set out in Rule 7 and references to “Exercised” shall be construed accordingly.

“Financial Year”		Any period for which the Company makes up its statutory accounts.

“Grant Period”		The period of 42 days commencing on any of the following:

		(A) the day on which the Plan is adopted by the Company;

		(B) the day immediately following the day on which the Company makes an announcement of its results for the last preceding Financial Year, half-year or other period;

		(C) any day on which the Remuneration Committee resolves that exceptional circumstances exist which justify the grant of Awards; or

		(D) any day on which any change to the legislation affecting unapproved share option plans or long term incentive plans is proposed or made.

“Group Member”		A Participating Company or a body corporate which is (within the meaning of Section 736 of the Companies Act 1985) the Company’s holding company or any other body corporate nominated by the Board for this purpose which is not under the control of any single person, but is under the control of two or more persons, one of whom being the Company or the Company’s holding company and in relation to which the Company or, as the case may be, the Company’s holding company, is able (whether directly or indirectly) to exercise 20% or more of its equity voting rights.



“Listed”		In relation to a Share means either listed on the New York Stock Exchange or included in the Official List of the United Kingdom Listing Authority (even if suspended therefrom).

“Listing Rules”		The listing rules made by the New York Stock Exchange and/or United Kingdom Listing Authority, as amended from time to time.

“London Stock Exchange”		the London Stock Exchange plc.

“Market Value”		In relation to a Share on any day its mid-market price on the New York Stock Exchange or any other recognized stock exchange on which dealings in the Shares take place.

“Maximum Percentage”		The percentage of a Participant’s Annual Remuneration which will apply in determining the Award Value at the Release Date, as determined by the Remuneration Committee pursuant to Rule 2.4.

“New York Stock Exchange”		Means the New York Stock Exchange or any successor body carrying on the business of the New York Stock Exchange.

“Participant”		Any Eligible Employee to whom an Award or Share Award has been granted which has not lapsed, or (where the context so admits) the personal representative of any such person.

“Participating Company”		(A) The Company; (B) Any other company which is under the Control of the Company, is a Subsidiary of


		the Company and which has not been expressly designated by the Board as not being a Participating Company; and

		(C) a Group Member which has not been expressly designated by the Board as not being a Participating Company.

“Performance Conditions”		Any conditions which apply to determine the extent to which an Award vests, imposed pursuant to Rule 2.2.

“Performance Period”		For each Award, a period of at least three consecutive Financial Years as determined by the Remuneration Committee at the Date of Grant.

“Plan”		The Signet Jewelers Limited Long-Term Incentive Plan 2008 in its present form or as from time to time amended in accordance with the provisions hereof.

“Release Date”		The date on which the Remuneration Committee notifies a Participant pursuant to Rule 4.2 of whether and, if so, the extent to which an Award has vested in accordance with the Performance Conditions.

“Remuneration Committee”		The remuneration committee of the Board.

“Retirement”		Retirement on or after the Participant’s normal retirement date under his contract of employment (or such other date as the Remuneration Committee may determine).

“Section 409A”		Section 409A of the United States Internal Revenue Code of 1986, as amended, together with all Department of Treasury Regulations and other interpretive guidance issued from time to time thereunder.


“Share”		A fully paid common share in the capital of the Company.

“Share Award”		An option to subscribe for Shares granted pursuant to Rule 4.4.

“Subsidiary”		The meaning given by Section 736 of the UK Companies Act 1985.

“Taxes Act”		The UK Income and Corporation Taxes Act 1988.

1.2	Words and expressions not otherwise defined herein have the same meaning they have in the Taxes Act.

1.3	Where the context so admits or requires words importing the singular shall include the plural and vice versa and words importing the masculine shall include the feminine.

1.4	Reference in the rules of the Plan to any statutory provisions are to those provisions as amended, extended or re-enacted from time to time, and shall include any regulations made thereunder.

1.5	The headings in the rules of the Plan are for the sake of convenience only and should be ignored when construing the rules.

2.	GRANT OF AWARDS

2.1	The Remuneration Committee may grant Awards to Eligible Employees at its absolute discretion. If and so long as the Shares are Listed, the Remuneration Committee may only grant Awards during a Grant Period.

2.2	The Remuneration Committee shall at the Date of Grant specify the Performance Period applicable to the Award and any Performance Conditions to which the vesting of an Award will be subject, as determined by the Remuneration Committee.

2.3	The grant of an Award shall be subject to obtaining any approval or consent required under any applicable laws, regulations of governmental authority and the requirements of the United Kingdom Listing Authority, London Stock Exchange and any other securities exchange on which the Shares are traded.

2.4	The Remuneration Committee must specify the Maximum Percentage which will apply to determine the maximum value of any Award at the Release Date.

2.5	As soon as practicable after grant, the Remuneration Committee shall issue to each Participant a certificate in respect of the Award in such form as the Remuneration Committee may from time to time prescribe. Such certificate must be sealed or executed as a deed and must state:

2.5.1

the Maximum Percentage which will apply to determine the maximum value of the Award;

2.5.2

the proportion of the Award Value as at the Release Date which will be received as a Cash Award and the balance of the Award Value as at the Release Date which will be received as a Share Award;

2.5.3

the Performance Conditions (if any);

2.5.4

the Performance Period;

2.5.5

the Date of Grant;

2.5.6

the date on which a Share Award will lapse pursuant to Rule 5.6.1

2.5.7

a statement that all Share Awards shall be automatically exercised by each US Participant on the date issued, with the amount of the exercise price and applicable tax withholding amounts to be withheld from amounts otherwise payable by the Company to the Participant.

2.6	No payment shall be required from a Participant on the grant of an Award.

2.7	Subject to the rights of the Participant’s personal representatives pursuant to Rules 5.3 and 5.4, every Award shall be personal to the Participant to whom it is granted and shall not be transferable or in any way alienable.

2.8	A Participant may surrender his Award in whole or part within the period of 30 days immediately following the Date of Grant and if an Award or any part of an Award is so surrendered, it shall be deemed for all purposes not to have been granted.

3.	NUMBER OF SHARES IN RESPECT OF WHICH AWARDS MAY BE GRANTED

3.1	The provisions of this Rule 3 will apply only if and so long as the Shares are Listed.

3.2

The number of Shares which may be subscribed under the Plan on any day under a Share Award shall not, when added to the aggregate of the number of Shares which have been allocated in the previous ten years under the Plan and under any other Employees’ Share Scheme adopted by the Company or any Subsidiary, exceed such number as represents ten per cent of the common share capital of the Company in issue immediately prior to that day.

3.3

The number of Shares which may be subscribed under the Plan on any day under a Share Award shall not when added to the aggregate of the number of Shares which have been allocated in the previous ten years under the Plan and under any other Executive Share Plan adopted by the Company or any Subsidiary, exceed such number as represents five per cent of the common share capital of the Company in issue immediately prior to that day.

3.4	In determining the above limits:

3.4.1

any Shares issued to the trustees of any employee trust for the purpose of satisfying Share Awards or any other award over Shares shall be included; and

3.4.2

no account shall be taken of any Shares where the right to subscribe for such Shares was released or surrendered or lapsed without being exercised, including pursuant to Rule 2.8 above.

3.5

References in this Rule to the “allocation” of Shares shall mean, in the case of any share option plan, the placing of unissued shares under option or the issue of such shares to the trustees of any employee trust for the purpose of satisfying such options and, in relation to other types of Employees’ Share Schemes, shall mean the issue and allotment of shares, provided if, at any time, it is not certain whether unissued shares are to be placed under option, it should be assumed that any Shares to be placed under option will be unissued.

4.	THE END OF THE PERFORMANCE PERIOD

4.1	At the end of the Performance Period in respect of an Award the Remuneration Committee shall, as soon as practicable, determine the extent to which the Performance Conditions have been satisfied.

4.2

The Remuneration Committee shall then (and within no later than 60 days of the auditors’ signing of the annual accounts in respect of the last Financial Year of the Performance Period) notify each Participant in writing of whether and, if so, the extent to which the Performance Conditions have been satisfied and the extent to which an Award has vested including its Award Value. The date of such notification shall be the Release Date.

4.3

Subject to Rules 5.1 and 5.3, the Remuneration Committee shall procure that any Cash Award is paid to each Participant during the period commencing on the 15th of April and ending on the 30th of June following the end of the applicable Performance Period (or if the Remuneration Committee so determines, such earlier or later payment dates as shall be permitted under the limited circumstances described in Section 409A). Any such payment shall be made after deducting any applicable withholding payments.

4.4

Subject to Rules 4.6, 5.1, and 5.3, the Remuneration Committee shall, during the period commencing on the 15th of April and ending on the 30th of June following the end of the applicable Performance Period (or if the Remuneration Committee so determines, such earlier or later payment dates as shall be permitted under the limited circumstances described in Section 409A), procure the grant of a Share Award, such grant to be evidenced by the issue of a certificate in respect of such Share Award (in a form to be determined by the Remuneration Committee), which shall provide that the Share Award shall be deemed exercised immediately upon issuance and treated for US tax purposes as an outright grant of stock, rather than a stock option, with the amount of the exercise price and applicable tax withholding amounts to be withheld from amounts otherwise payable by the Company to the Participant. The number of Shares subject to such Share Award shall be calculated as follows:


Where:

N	=	SA
		MV

N	=	the number of Shares subject to a Share Award

MV	=	the Market Value of a Share at the Date of Grant

S A	=	the value as at the Release Date of any Share Award which has vested.

4.5

If a Participant’s remuneration comprises either wholly or in part payments in a currency other than pounds sterling (“foreign currency”), for the purpose of calculating “N” in Rule 4.4 above, that foreign currency shall be converted into pounds sterling at the mid-market spot rate for that currency at the close of business published by the financial press on the Award Date, or if this is not a Dealing Day, the mid-market spot rate for that currency at the close of business published in the financial press on the next preceding Dealing Day.

5.	RIGHTS OF EXERCISE AND LAPSE OF AWARDS

5.1

Subject to Rules 5.3, 5.4 and Rule 6, an Award shall only vest and become payable at the Release Date if, the Participant is a director or employee of a Group Member at the end of the relevant Performance Period, provided that, if a Participant is a director or employee of a Group Member at the end of the relevant Performance Period but ceases to be such prior to the Release Date he shall in respect of any Cash Award or Share Award due in respect of the relevant Performance Period be treated as if such cessation occurred after the Release Date.

5.2	Subject to the provisions of Rules 5.3 to 5.7 and Rule 6, a Participant (or, as the case may be, his personal representatives) may exercise a Share Award at any time on or following the date it is granted pursuant to Rule 4.4.

5.3	If a Participant ceases to be a director or employee of a Group Member before the end of the Performance Period, rights under an Award held by him shall lapse on the date of cessation, unless the Participant ceases to be a director or employee of a Group Member by reason of:-

5.3.1

death;

5.3.2

injury;

5.3.3

disability;

5.3.4

redundancy;

5.3.5

Retirement;

5.3.6

his employing company or the company with which he holds office ceasing to be a Group Member;

5.3.7

the transfer of the undertaking in which he is employed to a person other than a Group Member; or

5.3.8

any other reason in the discretion of the Remuneration Committee

in which case, at the discretion of the Remuneration Committee, an Award may vest on the Release Date in accordance with Rule 4 to the extent that (i) the Remuneration Committee is satisfied that the Performance Conditions have been fulfilled; and (ii) there is a reduction pro rata the period from the Date of Grant to the date of such cessation bears to the relevant Performance Period. If any Share Award is made to such a Participant in accordance with this Rule 5.3, such Share Award must be exercised within a period of (i) three years from the Release Date where cessation is on account of Retirement or disability; and (ii) within a period of 12 months from the Release Date in any other circumstances, unless in exceptional circumstances the Remuneration Committee determines that a longer period, not exceeding three years from the Release Date or until the date of lapse under Rule 5.5 if earlier, should apply.

5.4	If, following the Release Date:-

5.4.1

a Participant ceases to be a director or employee of a Group Member for any reason whatsoever; and

5.4.2

at that date if a Share Award remains to be granted or a Cash Award is unpaid or a Share Award, or any part of a Share Award, remains capable of exercise,

the Participant, or his personal representatives, as the case may be, shall be entitled to exercise such Share Award within a period of (i) three years from the date of cessation where cessation is on account of Retirement or disability; and (ii) within a

period of 12 months from the date of cessation in any other circumstances, unless in exceptional circumstances the Remuneration Committee determines that a longer period, not exceeding three years from the date of cessation or until the date of lapse under Rule 5.5 if earlier, should apply.

5.5	Awards and Share Awards shall lapse upon the occurrence of the earliest of the following events:

5.5.1

the day before the fifth anniversary of the Date of Grant (or such later anniversary not exceeding the tenth anniversary as the Remuneration Committee may determine at the Date of Grant);

5.5.2

the expiry of any of the periods specified in Rules 5.3 or 5.4 or determined by the Remuneration Committee, in its discretion, to apply;

5.5.3

the expiry of any of the periods specified in Rules 6.1, 6.3, 6.4 and 6.5 save where a Share Award is released in consideration of the grant of a New Share Award (during one of the periods specified in Rules 6.1, 6.3 or 6.4) pursuant to Rule 6.6;

5.5.4

subject to Rules 5.3 and 5.4 the Participant ceasing to hold an office or employment with a Group Member in any circumstances other than where the cessation of office or employment arises on any ground whatsoever during any of the periods specified in Rule 6 (in which case, an Award shall not lapse unless a Share Award is released in consideration of the grant of a New Share Award during an Appropriate Period pursuant to Rule 6.6);

5.5.5

subject to Rule 6.5, the passing of an effective resolution, or the making of an order by the Court, for the winding-up of the Company; and

5.5.6

the Participant being deprived of the legal or beneficial ownership of the Award by operation of law, or doing or omitting to do anything the doing or omission to do which causes him to be so deprived or being declared bankrupt (or suffering or undergoing any equivalent process in any jurisdiction other than England and Wales)

5.6	If a Participant, while continuing to hold an office or employment with a Group Member, is transferred to work in another country and as a result of that transfer the Remuneration Committee considers in the light of advice obtained by it that the Participant will either:

5.6.1

become subject to income tax on his remuneration in the country to which he is transferred such that he will suffer any additional tax disadvantage upon the vesting of his Award or being granted or exercising his Share Award or receiving a payment pursuant to a Cash Award; or

5.6.2

become subject to restrictions on his ability to exercise his Share Award or to deal in the Shares that may be acquired upon the exercise of that Share Award by reason of, or in consequence of, the securities laws or exchange control laws of the country to which he is transferred.

the Remuneration Committee may determine that the Award has vested to the extent that (i) the Remuneration Committee is satisfied that the Performance Conditions have been fulfilled and (ii) there is a reduction pro rata the period from the Date of Grant to the date which is three months prior to such transfer bears to the relevant Performance Period. The Participant may exercise his Share Award and receive a cash payment pursuant to a Cash Award, in the period commencing three months before and ending three months after the transfer has taken place.

5.7	If and so long as the Shares are Listed no Award or Share Award may be granted, exercised, released or surrendered at a time when such grant, exercise, release or surrender would not be in accordance with the “Model Code on Directors’ Dealings in Securities” included in the Listing Rules.

5.8

Payment in respect of an Award prior to the regularly scheduled settlement date under Rules 4.3 or 4.4 of the Plan, as modified by these US Rules in accordance with Rule 5.6.1 of the Plan (unfavorable tax law issues), whether in cash or Shares, shall be limited to the amount necessary for the Participant to pay the income tax or withholding tax that arises from the Award (the “tax amount”) and any additional taxes payable in respect of the tax amount, as permitted by Section 409A.

5.9

Payment in respect of an Award, whether in cash or Shares, may not be made prior to the regularly scheduled settlement date under Rules 4.3 or 4.4 of the Plan , as modified by these US Rules, on account of Rule 5.6.2 of the Plan (securities law issues). However, the Company may, in its discretion, issue a Cash Award in lieu of the Share

Award (which Cash Award shall be paid on the regularly scheduled settlement date determined under Rule 4.3 of the Plan, as modified by these US Rules) or delay the issuance of the Share Award until the date that the Company reasonably anticipates that the issuance of the Share Award will not cause a violation of the applicable securities laws or exchange control laws, to the extent permitted by Section 409A.

6.	TAKEOVER, RECONSTRUCTION AND WINDING-UP

6.1	Subject to Rules 6.3 and 6.5 below, if any person obtains Control of the Company as a result of making, either:

6.1.1

a general offer to acquire the whole of the issued common share capital of the Company (other than the common share capital held by the person making the offer or those acting in concert with him) which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

6.1.2

a general offer to acquire all the shares in the Company which are of the same class as the Shares,

a proportion of an Award shall vest and become payable pursuant to Rule 4 to the extent that (i) the Remuneration Committee is satisfied that the Performance Conditions have been fulfilled and; (ii) there is a reduction pro-rata the period from the Date of Grant to the date of such change in Control bears to the relevant Performance Period. Any Share Award may be exercised within six months of the time when the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied.

6.2	For the purpose of Rule 6.1 a person shall be deemed to have obtained Control of the Company if he and others acting in concert with him have together obtained Control of it.

6.3

If any person becomes bound or entitled to acquire Shares under sections 102 or 103 of the Companies Act 1981 of Bermuda an Award shall vest and become payable pursuant to Rule 4 to the extent that (i) the Remuneration Committee is satisfied that the Performance Conditions have been fulfilled and (ii) there is a reduction pro-rata the period from the Date of Grant to the date on which any person becomes so bound

or entitled bears to the relevant Performance Period. Any Share Award may be exercised within 21 days of the commencement of the period during which that person remains so bound or entitled.

6.4

Subject to Rule 6.5 below, if it is proposed that the Court sanctions a compromise or arrangement proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or a scheme or arrangement as a result of which another body corporate will obtain Control of the Company, or if an amalgamation of the Company with another company is proposed by the Board, the Company shall give notice thereof to all Participants at the same time as it sends notices to members of the Company calling the meeting to consider such a compromise, arrangement, scheme or amalgamation. The Award shall vest and become payable pursuant to Rule 4 to the extent that (i) the Remuneration Committee is satisfied that the Performance Conditions have been fulfilled and (ii) there is a reduction pro-rata the period from the Date of Grant to the date on which the Court declares such sanction. Any Share Award may be exercised during the period of six months from the date on which the Court sanctions the compromise, arrangement or scheme.

6.5

Rules 6.1 and 6.4 shall not apply where the purpose and effect of the change of control or the compromise or arrangement is a reconstruction whereby the Company becomes a subsidiary of another company, such other company having substantially the same shareholders and approximate shareholdings as those of the Company immediately prior to the change of control or compromise or arrangement taking effect.

6.6

If notice is duly given of a resolution for the voluntary winding-up of the Company, the Company shall give notice thereof to all Participants. A proportion of an Award shall vest and become payable pursuant to Rule 4 to the extent that (i) the Remuneration Committee is satisfied that the Performance Conditions have been fulfilled and; (ii) there is a reduction pro-rata period from the Date of Grant to the date of such notice. A Share Award may then be exercised until the resolution is duly passed or defeated or the meeting concluded or adjourned sine die. Any such vesting of an Award and exercise of a Share Award pursuant to this Rule shall be conditional upon the said resolution being duly passed. If such resolution is duly passed all Share Awards shall, to the extent that they have not been exercised, lapse immediately.

6.7

If Share Awards become exercisable pursuant to any of Rules 6.1, 6.3 or 6.4 above and the person obtaining or deemed to obtain Control or becoming entitled or bound to acquire Shares is a body corporate, any Participant may at any time within the Appropriate Period, by agreement with the relevant person, release any Share Award which has not lapsed (“the Old Share Award”) in consideration of the grant to him of an Award (“the New Share Award”) which is equivalent to the Old Share Award but relates to shares in a different company (whether the company which has obtained Control of the Company itself or some other company) provided always that, where Share Awards are conditionally exercisable under Rule 6.7 above, such release and grant shall he made subject to the same conditions and so as to become effective on satisfaction of the conditions which are (or would be) applicable to exercise.

6.8	The New Share Award shall be regarded for the purposes of Rule 6.7 as equivalent to the Old Share Award so that the provisions of the Plan shall for this purpose be construed as if:

6.8.1

the New Share Award were an award granted under the Plan at the same time as the Old Share Award;

6.8.2

except for the purpose of the definition of “Participating Company” in Rule 1 and the reference to “the Company” in Rule 11.2, the reference to Signet Jewelers Limited in the definition of “the Company” in Rule 1 were a reference to the different company mentioned in Rule 6.7; and

6.8.3

unless the Remuneration Committee determines otherwise, the Performance Conditions have been satisfied.

6.9

To the extent required by Section 409A, Rule 6.1 , Rule 6.3, Rule 6.5 and Rule 6.7 of the Plan shall not have the effect of causing any payment to be made in respect of an Award prior to the regularly scheduled settlement date under Rules 4.3 or 4.4 of the Plan, as modified by these US Rules, unless:

(i)

the event triggering payment under the applicable Rule (the “Triggering Event”) is a “Change of Control”, as defined in US Rule 6.9(iv) below, in which case, notwithstanding any provision in the applicable Rule to the contrary, payment shall be made on or within (30) days following the Change of Control; or

(ii)

in anticipation of or on account of a Triggering Event, the Company shall elect to terminate the Plan (and all plans of the same type that would be aggregated with the Plan for purposes of Section 409A), with respect to one or more of the US Participants, in which case, notwithstanding any provision in the applicable Rule to the contrary,

(A)

if the Triggering Event is a Change of Control and the Company terminates the Plan within thirty (30) days prior or twelve (12) months after the Change of Control with respect to all US Participants affected by the Change of Control, payment shall be made on or within (30) days following the later of the date of the Change of Control or the date the Company terminates the Plan; or

(B)

if the Triggering Event is not a Change of Control and also not proximate to a downturn in the Company’s financial health, payment shall be made no earlier than twelve (12) months after the Plan is terminated and no later than twenty-four (24) months after the Plan is terminated and the Company shall not, for three (3) years following the date the Plan is terminated, adopt a plan that would be aggregated with this Plan for purposes of Section 409A (determined as if the two plans were contemporaneously in existence).

(iii)

If neither US Rule 6.9(i) or (ii) shall apply, to the extent required by Section 409A, any payment in respect of an Award otherwise due under Rule 6.1 , Rule 6.3, Rule 6.5 and Rule 6.7 of the Plan shall be made on the regularly scheduled settlement date under Rules 4.3 or 4.4 of the Plan , as modified by these US Rules.

(iv)

For purposes of US Rule 6.9, “Change of Control”, shall mean, either a “change in the ownership or effective control” of the Company, or a “change in the ownership of a substantial portion of the assets of the Company”, each as described in Treas. Reg. § 1.409A-3(i)(5), as it may be amended from time to time.

7.	MANNER OF EXERCISE OF SHARE AWARDS

7.1	Subject to Rule 5.6, a Share Award may be Exercised in whole or in part.

7.2

A Share Award may be exercised in whole or in part by the delivery to the Company Secretary of a Share Award certificate covering at least all the Shares over which the Share Award is then to be Exercised, with the notice of Exercise in such form as specified by the Remuneration Committee duly completed and signed by the Participant (or by his duly authorised agent). Nothing shall be payable for the Exercise of the Award.

7.3	In the event that any Deduction Liability becomes due on the exercise of a Share Award; unless

7.3.1

the Relevant Payer is able to deduct an amount equal to the whole of the Deduction Liability from the Participant’s net pay for the relevant pay period; or

7.3.2

the Participant has paid to the Relevant Payer an amount equal to the Deduction Liability; or

7.3.3

the Board determines otherwise

the Participant will be deemed to have given irrevocable instructions to the Company’s brokers (or any other person acceptable to the Company) for the sale of sufficient Shares issued on the exercise of the Share Award to realise an amount equal to the Deduction Liability, and the payment of the amount of the Deduction Liability to the Relevant Payer; or

7.4	The effective date of exercise shall be of the date of delivery of the notice of Exercise referred to in Rule 7.2. For the purposes of this Plan a notice of exercise shall be deemed to be delivered when it is received by the Company.

8.	ISSUE OR TRANSFER OF SHARES

8.1	The Board shall issue or procure the transfer of any Shares to be issued or transferred to a Participant (or his nominee) pursuant to the Exercise of a Share Award within 30 days following the date of effective exercise of the Share Award.

8.2	The issue or transfer of any Shares under the Plan shall be subject to obtaining the approval or consent of any body or persons referred to what is required in respect of such transfer in Rule 2.3 above.

8.3	Shares issued pursuant to the Plan to the Participant shall rank pari passu in all respects with the existing issued Shares save as respects to any rights attaching by reference to a record date preceding the effective date of Exercise.

9.	ADJUSTMENTS

9.1

The number of Shares over which a Share Award is granted (and where a Share Award has been Exercised but no Shares have been issued or transferred to the Participant pursuant to such Exercise, the number of Shares which may be so issued or transferred) shall be adjusted in such manner as the Board shall determine following any demerger, capitalisation issue, any offer or invitation made by way of rights or otherwise, subdivision, consolidation, reduction or other variation in the share capital of the Company.

9.2	The Board may take such steps as it may consider necessary to notify Participants of any adjustment made under this Rule 9 and to call in, cancel, endorse, issue or reissue any certificate consequent upon such adjustment.

10.

ADMINISTRATION

10.1

Any notice or other communication under or in connection with the Plan may be given by personal delivery or by sending the same by post, in the case of a company to its registered office, and in the case of an individual to his last known address, or, where he is a director or employee of a Group Member, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment, and where a notice or other communication is given by post, it shall be deemed to have been received (subject to Rule 7.4 above) 72 hours after it was put into the post properly addressed and stamped.

10.2	The Company may distribute to Participants copies of any notice or document normally sent by the Company to the holders of Shares.

10.3	In the case of partial Exercise of a Share Award, the Board may in consequence call in, endorse, cancel and reissue, as it considers appropriate, any certificate for the balance of the Shares over which the Share Award may be Exercised.

10.4	If any certificate shall be worn out, defaced or lost, it may be replaced on such evidence being provided as the Board may require.

10.5	The Board shall procure that sufficient Shares are available for issue or transfer to satisfy all Awards under which Shares may be subscribed.

10.6

The Plan shall be administered by the Remuneration Committee. The Remuneration Committee shall have full authority, to administer the Plan, including authority to interpret and construe any provision of the Plan and to adopt such regulations for administering the Plan and such forms of exercise as it may deem necessary or appropriate. Decisions of the Remuneration Committee shall be final and binding on all parties.

10.7	The Plan shall be administered with respect to US Participants so that Awards are either compliant with or exempt from Section 409A.

11.

ALTERATIONS

11.1	Subject to Rules 11.2, 11.4 and 11.7, the Remuneration Committee may at any time alter or add to all or any of the provisions of the Plan in any respect.

11.2	Subject to Rule 11.3, if and so long as the Shares are Listed, no alteration or addition to the advantage of Participants shall be made under Rule 11.1 to such of the provisions of the Plan as relate to any of the following:

11.2.1

the persons who may be granted an Award;

11.2.2

the limitations on the number or amount of securities, cash or other benefits under an Award;

11.2.3

the maximum entitlement of any one Participant;

11.2.4

the basis for determining a participant’s entitlement to an Award and any adjustment of the number of Shares or cash subject to an Award;

11.2.5

the rights attaching to Shares subject to an Award; and

11.2.6

the terms of this Rule 11;

without the prior approval by resolution of the members of the Company in general meeting.

11.3

Rule 11.2 shall not apply to any minor alteration or addition which is to benefit the administration of the Plan, or is necessary or desirable in order to take account of any change in legislation in any relevant jurisdiction or to obtain or maintain favourable taxation, exchange control or regulatory treatment in any relevant jurisdiction for the Company, or any Subsidiary of the Company or any Participant.

11.4	No alteration or addition shall be made under Rule 11.1 which would abrogate or adversely affect the subsisting rights of a Participant unless it is made:

11.4.1

with the consent in writing of at least 75 per cent of the Participants, or

11.4.2

by a resolution at a meeting of Participants passed by not less than 75 per cent of the Participants,

and for the purpose of this Rule 11.4 the provisions of the bye-laws of the Company relating to shareholder meetings shall apply mutatis mutandis.

11.5

Notwithstanding any other provision of the Plan other than Rules 11.1 and 11.7 the Board may, in respect of Awards granted to Eligible Employees who are or who may become subject to taxation outside the United Kingdom on their remuneration amend or add to the provisions of the Plan and the terms of Awards and Share Awards as it considers necessary or desirable to take account of or to mitigate or to comply with relevant overseas taxation, securities or exchange control laws provided that the terms of Awards granted to such Eligible Employees are not overall more favourable than the terms of Awards and Share Awards granted to other Eligible Employees.

11.6	As soon as reasonably practicable after any alteration or addition is made under Rules 11.1, 11.2 or 11.5, the Board shall give written notice thereof to any Participant materially affected thereby.

11.7	No alteration shall be made to the Plan if following the alteration the Plan would cease to be an Employees’ Share Scheme.

12.

LEGAL ENTITLEMENT

12.1

Nothing in the Plan or in any instrument executed pursuant to it will confer on any person any right to continue in employment, nor will it affect the right of any Group Member to terminate the employment of any person wrongfully or otherwise without liability at any time with or without cause, nor will it impose upon the Board (or if so delegated, the Remuneration Committee) or any other person any duty or liability whatsoever (whether in contract, tort or otherwise) in connection with:

12.1.1

the lapsing of any Award pursuant to the Plan;

12.1.2

the failure or refusal to exercise any discretion under the Plan; and/or

12.1.3

a Participant ceasing to be a person who has left employment or ceases to hold office with any Group Member for any reason whatever.

12.2	Awards shall not (except as may be required by taxation law) form part of the emoluments of individuals or count as wages or remuneration for pension or other purposes.

12.3

Any person who ceases to have the status or relationship of an employee with any Group Member as a result of the termination of his employment for any reason wrongful or otherwise and however that termination occurs, whether lawfully or otherwise, shall not be entitled and shall be deemed irrevocably to have waived any entitlement by way of damages for dismissal or by way of compensation for loss of office or employment or otherwise to any sum, damages or other benefits to compensate that person for the loss of alteration of any rights, benefits or expectations in relation to any Award, the Plan or any instrument executed pursuant to it.

12.4

The benefit of this Rule 12 is given to the Company for itself and as trustee and agent of each Group Member. To the extent that this Rule benefits any company which is not a party to the Plan, the benefit shall be held on trust and as agent by the Company for such company and the Company may, at its discretion, assign the benefit of this Rule 12 to any such company.

13.

GENERAL

13.1	The Plan shall terminate on 19 July 2018 or at any earlier time by the passing of a resolution by the Board or a resolution of the Company in general meeting. Termination of the Plan shall be without prejudice to the subsisting rights of Participants.

13.2

Any Subsidiary of the Company may provide money to any other person to enable them or him to subscribe for Shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent permitted by law. Nothing in the Plan shall be deemed to give any employee of any Participating Company any right to participate in the Plan.

13.3	These Rules shall be governed by and construed in accordance with the laws of Bermuda.

Exhibit 99.2

LOGO

SIGNET JEWELERS LIMITED

US EMPLOYEE STOCK SAVINGS PLAN 2008

(Adopted by the Company by Directors Resolution on 9 July 2008, as amended)

Herbert Smith LLP

TABLE OF CONTENTS


Rule		Page

1.	GENERAL	1

2.	ELIGIBILITY	1

3.	SAVINGS CONTRACT	1

4.	GRANT OF OPTIONS	2

5.	EXERCISE PRICE AND INDIVIDUAL LIMITS	2

6.	LIMITS ON THE ISSUE OF SHARES UNDER THE PLAN	2

7.	EXERCISE OF OPTIONS	2

8.	CHANGE IN CONTROL OF THE COMPANY	3

9.	WITHDRAWALS	3

10.	DESIGNATION OF BENEFICIARY	3

11.	ADJUSTMENT OF SHARES	4

12.	ADMINISTRATION	4

13.	TERM	4

14.	COMPLIANCE WITH APPLICABLE LAWS	4

15.	WITHHOLDING OF TAXES	4

16.	AMENDMENT AND TERMINATION	5

17.	MISCELLANEOUS	5

1.	GENERAL

Signet Jewelers Limited (“ Company ”) has adopted the Signet Jewelers Limited US Employee Stock Savings Plan (“ Plan ”) to provide eligible employees with the opportunity to accumulate savings through payroll deductions and to apply such savings to the purchase of common shares (“ Shares ”) of the Company. The Plan is intended to qualify as an “employee stock purchase plan” under Section 423 of the United States Internal Revenue Code of 1986, as amended (“ Code ”).

2.	ELIGIBILITY

You will be eligible to participate in the Plan if:

2.1

you have been continuously employed with any of the companies within the Signet group which have been designated participating companies by the Company for the purposes of the Plan for at least twelve months (or for such other minimum period of time not exceeding two years as may be designated by the Company), and

2.2	you have worked at least 1,000 hours during the preceding twelve months; and

2.3

immediately after an option is granted to you under the Plan and assuming all of your outstanding options were exercised, you would not own (as determined pursuant to Section 424(d) of the Code), Shares possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any parent or subsidiary thereof.

3.	SAVINGS CONTRACT

3.1

If you are an eligible employee, you may participate in the Plan by entering into a Savings Contract in the manner and in the form provided by the Company. Under each Savings Contract, you will agree to have amounts withheld from your salary for a period of 27 months or such lesser period permitted by the Company, subject to any limits established by the Board of Directors of the Company (“ Board ”) on the amount of savings permitted under the Plan. Initially, any participant’s savings under the Plan may not be less than $10 or more than $400 for any month.

3.2

The Company will designate eligibility periods during which eligible employees may elect to enter into a Savings Contract. These eligibility periods ordinarily relate to periods following the announcement of the Company’s financial results during which the Company is permitted to grant options with respect to Shares.

3.3

Participants may be permitted to enter into more than one Savings Contract at any time; provided, however, that the accumulated savings under any Savings Contract may not be carried over and credited to another Savings Contract and the aggregate accumulated savings under all Savings Contracts may not exceed the limits on savings in effect from time to time. Interest may be credited on amounts withheld under the Plan, as determined by the Company.

3.4

You may cancel and withdraw the accumulated savings under any of your Savings Contracts at any time. However, if you cancel Savings Contract prior to the end of its term, you will forfeit the opportunity to purchase Shares under the option relating to such contract unless such cancellation is by reason of your death, disability, retirement after attaining age 60 or involuntary termination of employment by the Company without cause.

4.	GRANT OF OPTIONS

You will be granted with respect to each Savings Contract one option to acquire Shares at the end of the term of such contract. Each option represents a right to purchase the largest number of Shares, determined as of the date of grant, that could be bought with the accumulated savings (excluding interest, if any), under a Savings Contract at the exercise price per Share with respect to such option. The option will be granted as of the first business day of any period during which savings may accrue and be accumulated under a Savings Contract (“ Date of Grant ”). The term of an option will not exceed 27 months.

5.	EXERCISE PRICE AND INDIVIDUAL LIMITS

5.1

The exercise price per Share under an option will be determined by the Board, but will not be less than 85 per cent of the fair market value of a Share as of the Date of Grant of such option and in any event will not be less than the par value of a Share. The fair market value of a Share on any date will be the mid-market closing price of a Share, as derived from the New York Stock Exchange at such date. The exercise price will-be expressed in United States dollars per Share.

5.2

No employee may be granted an option that permits his or her rights to acquire Shares under the Plan and all other employee stock purchase plans qualifying for Section 423 treatment established by the Company or its subsidiaries to accrue at a rate that exceeds US$25,000 in fair market value of such Shares (determined at the Date of Grant) for each calendar year.

6.	LIMITS ON THE ISSUE OF SHARES UNDER THE PLAN

6.1

The maximum number of shares that may be placed under Options under the Plan is 8,568,841 Shares, being equivalent to approximately 10 per cent of the Company’s issued Shares after listing of the Shares. In addition, as of any date within any period of ten years, not more than 10% of the Shares issued immediately prior to such date may in the aggregate be issued or issuable pursuant to rights acquired under the Plan and any other employee share schemes adopted by the Company. For purposes of the foregoing limit, Shares subject to options which have lapsed are not taken into account.

6.2

In the event the total number of Shares purchased or to be purchased for the Plan would exceed the limits in Rule 6.1, the Company reserves the right in its sole discretion to reduce the amount of savings under each Savings Contract and thereby correspondingly reduce the number of Shares to be acquired upon any grant. The Company may reduce the amount of savings under Savings Contracts in any manner that the Company determines in its sole discretion is equitable; provided, however, that the Company shall reduce the amount of savings under Savings Contracts in the most recent eligibility period prior to reducing the Savings Contracts previously entered into in any prior eligibility period. The Company reserves the right to apply a different method of reduction under the Sharesave Scheme than the Plan and to reduce the number of Shares to be issued under the Sharesave Scheme in a disproportionate manner from the number of Shares to be issued under the Plan.

7.	EXERCISE OF OPTIONS

7.1	You may elect to exercise, by written notice in the manner designated by the Company, any option at the end of the term of your Savings Contract to which such option relates prior to the expiration of such option. You or your beneficiary or estate may also exercise

any of your options within 90 days after any of the following events prior to the expiration of your options: your death, disability (as determined for purposes of the Company’s long-term disability plan), retirement after attaining age 60 or involuntary termination of employment by the Company without cause.

7.2

If you do not elect to exercise an option prior to its cancellation, the Company will treat such option as having been exercised if the fair market value of the Shares under an option exceeds the accumulated savings (excluding interest) under the applicable Savings Contract. If the fair market value of the Shares underlying the Shares under an option does not exceed the accumulated savings (excluding interest) under the applicable Savings Contract, the accumulated savings and any interest thereon under such Savings Contract will be paid to you by the Company. Upon your exercise of any option, Shares will either be issued in your name or deposited in an individual account in your name, as permitted by the Company. If the Company establishes an individual account in your name, you will be responsible for all charges and expenses relating to such account.

7.3	Shares may be registered in the name of the participant, or, if he or she so designates, in his or her name jointly with his or her spouse, with a right of survivorship or in the name of any nominee.

8.	CHANGE IN CONTROL OF THE COMPANY

In the event options granted under the Sharesave Scheme become exercisable prior to the end of the term of any applicable Savings Contract in accordance with Rule 7 of the Rules of the Sharesave Scheme, options under the Plan will concurrently become exercisable in the same manner and subject to the same limitations as the options under the Sharesave Scheme to the extent consistent with and not in derogation of the rules applicable to the Plan pursuant to Section 423 of the Code and other applicable law.

9.	WITHDRAWALS

9.1

You may withdraw at any time from the Plan by written notice to the Company, and your participation therein will be effective as of the next payroll period. The Company may assess a penalty against you in connection with any withdrawal from the Plan prior to the expiration of the applicable Savings Contract.

9.2	Upon your withdrawal from the Plan for any reason, the Company shall deliver the accumulated savings and any interest thereon under your Savings Contracts unless you are entitled to exercise any options pursuant to the terms of the Plan.

10.

DESIGNATION OF BENEFICIARY

You may, by written notice to the Company, designate a person or persons to receive the benefit payable on your death under this Plan. You may, by written notice to the Company during employment, alter or revoke such designation from time to time, subject always to the provisions of any law governing the designation of beneficiaries from time to time. Such written notice shall be in such form and shall be executed in such manner as the Company in its discretion may from time to time determine. If you have not designated a beneficiary or the person designated by you should not be living, any benefit that may be payable on or after your death shall be paid to your estate.

11.

ADJUSTMENT OF SHARES

Notwithstanding any other provision contained herein, in the event of any change in the Shares by reason of any merger, amalgamation, consolidation, reorganisation, recapitalisation, stock dividend, stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or other like change in capital structure of the Company, an equitable adjustment shall be made to each outstanding option such that each such option shall thereafter pertain to an equivalent number of Shares after such change as before such change, or at the sole discretion of the Company, provide for such securities, cash and/or other property as would have been received in respect of the Shares subject to such option had such option been exercised in full immediately prior to such change, and such an adjustment shall be made successively each time any such change shall occur. In addition, in the event of any such change, the Company shall make any further adjustment to the number of Shares and exercise price per Share subject to outstanding options as shall be equitable to prevent dilution or enlargement of rights under such options and the determination of the Company as to these matters shall be conclusive, final and binding on all participants and other persons.

12.

ADMINISTRATION

12.1

Except as otherwise set forth in the Plan, the Company has the power and authority to take any and all actions necessary or desirable to effect the purposes of and administer the Plan. The Company may delegate any of its duties and responsibilities; subject, however, to any limits that the Board may establish in its discretion with respect to the Plan. The Company shall establish rules for the administration of the Plan and shall interpret the terms of the Plan in its good faith/discretion. Any determinations made by the Company with respect to the Plan shall be final, binding and enforceable with respect to all persons.

12.2	The Plan shall be governed by, and construed in accordance with, the laws of the State of New York and without regard to the conflicts of laws principles of such state.

13.

TERM

The Plan will remain in effect until the first to occur of: (i) its termination by the Board, or (ii) the expiry of ten years from the date of adoption of the Plan.

14.

COMPLIANCE WITH APPLICABLE LAWS

The Company may delay (i) the issuance of any certificate in the name of a participant or beneficiary, or (ii) the delivery of Shares to any participant or beneficiary, in either case, if it determines that the registration or qualification of such Shares under any federal or state securities laws, or the consent or approval of any federal or state governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the sale or purchase of Shares under the Plan, until such listing, registration, qualification, consent or approval shall have been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company.

15.

WITHHOLDING OF TAXES

The Company may withhold from amounts to be paid to any participant under the Plan or as wages, any applicable United States Federal, state, local or other withholding or other taxes which it is from time to time required by law to withhold on account of the Plan.

16.

AMENDMENT AND TERMINATION

The Board of Directors of the Company may at any time terminate or amend the Plan in any respect; provided, however, that prior approval of the shareholders of the Company is required for any amendment which is beneficial in any material respect to participants in the Plan (other than amendments which are minor in nature and made to benefit the administration of the Plan, amendments necessary for the Plan to comply with the requirements of Section 423 of the Code or to take account of any existing or proposed legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for the Company, any of its subsidiaries or for participants). Upon termination of the Plan, the accumulated savings, if any, remaining in the accounts of the participants, shall be used to purchase Shares under all outstanding options as if the Plan were terminated at the end of the term of a Savings Contract and any remaining accumulated savings and interest thereon shall be refunded in cash to them, unless the Board determines otherwise.

17.

MISCELLANEOUS

17.1

A participant’s right to purchase Shares under the Plan are exercisable, during his or her lifetime, only by such individual and may not be pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution. Any attempt to pledge, assign or transfer such rights shall be void and shall automatically cause any purchase rights held by the participant to be terminated. In such event, the Company shall refund in cash, without interest, all amounts credited to the Account of such participant.

17.2

Nothing in the Plan nor in any instrument executed pursuant to it will confer upon any person any right to continue in the employment of the Company or any of its affiliates, or will affect the right of the Company or any of its affiliates to terminate the employment of any person without liability (other than for amounts payable under the Plan) at any time with or without cause, or will impose upon the Company, any of its affiliates or the Board, or their respective agents and employees any liability whatsoever (whether in contract, tort or otherwise) in connection with: (i) the lapsing of any option pursuant to the Plan, (ii) the failure or refusal to exercise any discretion under the Plan and/or (iii) a participant ceasing to be a person who has the status or relationship of an employee or director with the Company or any of its affiliates for any reason whatsoever as a result of the termination of the employment relationship with the Company or any of its affiliates.

Exhibit 99.3

LOGO

SIGNET JEWELERS LIMITED

RULES OF THE

SHARESAVE SCHEME

(Adopted by the Company by Directors Resolution on 9 July 2008, as amended)

Approved by HM Revenue & Customs under reference SRS 102984

on [•] [•] 2008)

Herbert Smith LLP

TABLE OF CONTENTS


Rule		Page

1.	DEFINITIONS	1

2.	APPLICATION FOR OPTIONS	4

3.	SCALING DOWN	5

4.	GRANT OF OPTIONS	6

5.	NUMBER OF SHARES IN RESPECT OF WHICH OPTIONS MAY BE GRANTED	7

6.	RIGHTS OF EXERCISE AND LAPSE OF OPTIONS	7

7.	TAKEOVER, RECONSTRUCTIONS AND WINDING UP	9

8.	MANNER OF EXERCISE	10

9.	ISSUE OR TRANSFER OF SHARES	10

10.	ADJUSTMENTS	11

11.	ADMINISTRATION	12

12.	ALTERATIONS	12

13.	GENERAL	13

1.	DEFINITIONS

1.1	In this Scheme, the following words and expressions shall have, where the context so admits, the meanings set forth below:

“ Appropriate Period ” the meaning given by Paragraph 38(3) of Schedule 3 to ITEPA;

“ Associated Company ” an associated company of the Company within the meaning that expression bears in Paragraph 47 of Schedule 3 to ITEPA;

“ Board ” the board of directors for the time being of the Company or a duly authorised committee thereof;

“ Bonus Date ” in relation to any Option granted to a Participant, the earliest time when the Relevant Bonus is payable under the Savings Contract entered into by him;

“ Close Company ” a close company as defined in Section 414(1) of the Taxes Act as varied by Paragraph 11(4) of Schedule 3 to ITEPA;

“ the Company ” Signet Jewelers Limited (registered in Bermuda no. 42069);

“ Constituent Company ”

(A)

the Company; and

(B)

any other company which is under the Control of the Company, is a Subsidiary of the Company and which has been expressly designated by the Board as being a Constituent Company;

“ Control ” has the meaning given by section 719 of ITEPA;

“ Daily Official List ” the register of listed securities and the prices of transactions published by the London Stock Exchange;

“ Date of Grant ” the date on which an Option is granted;

“ Date of Invitation ” the date on which the Grantor invites applications for Options;

“ Dealing Day ” any day on which the New York Stock Exchange or London Stock Exchange is open for the transaction of business;

“ Eligible Employee ” any individual who at the Date of Invitation:

(A)

is an executive director on terms which require him to devote not less than 25 hours per week (excluding meal breaks) to his duties or an employee of a Constituent Company; and

(B)

is chargeable to tax in respect of his office or employment under Section 15 of ITEPA and is ordinarily resident in the United Kingdom; and

(C)

has been such an executive director or employee of a Constituent Company for such qualifying period (being a period commencing not earlier than 5 years prior to the Date of Grant) as the Board may determine, but excluding any person who is prohibited from participating by reason of the provisions of Paragraph 11 of Schedule 3 to ITEPA;

“ Employees’ Share Scheme ” the meaning given by Section 1166 of the Companies Act 2006;

“ Exercise Price ” the total amount payable in relation to the exercise of an Option, whether in whole or in part, being an amount equal to the relevant Option Price multiplied by the number of Shares in respect of which the Option is exercised;

“ Grantor ” means in relation to an Option, the Person who granted it which may be the Company or any other Person;

“HMRC” means HM Revenue & Customs;

“ Invitation Period ” the period of 42 days commencing on any of the following:

(A)

the day immediately following the day on which the Company makes an announcement of its results for the last preceding financial year, half-year or other period;

(B)

the day on which the Board resolves that exceptional circumstances exist which justify the grant of Options;

(C)

any day on which any change to the legislation affecting savings-related share option schemes approved by HMRC under ITEPA is proposed or made; or

(D)

any day on which a new Savings Contract prospectus is announced or takes effect;

“ ITEPA ” the Income Tax (Earnings and Pensions) Act 2003;

“Listing” means listed on the New York Stock Exchange or London Stock Exchange;

“ London Stock Exchange ” London Stock Exchange plc;

“ Lower Bonus ” the Bonus payable at the end of a period of three years from the commencement of a Savings Contract;

“ Market Value ” in relation to a Share on any day:

(A)

if and so long as the Shares are admitted to listing by the UK Listing Authority and traded on the London Stock Exchange, its middle market quotation (as derived from the Daily Official List);

(B)

subject to (A) above, its market value determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed in advance with Shares and Assets Valuation at HMRC;

“ Material Interest ” the meaning given by Paragraph 12 of Schedule 3 of ITEPA;

“ Maximum Contribution ” the lesser of:

(A)

such maximum monthly contribution as may be permitted pursuant to Paragraph 25 of Schedule 3 to ITEPA; or

(B)

such maximum monthly contribution as may be determined from time to time by the Board;

“ Member of a Consortium ” the meaning given by Paragraph 48(2) of Schedule 3 to ITEPA;

“ Monthly Contributions ” monthly contributions agreed to be paid by a Participant under his Savings Contract;

“ New York Stock Exchange ” means the New York Stock Exchange or any successor body carrying on the business of the New York Stock Exchange;

“ Option ” a right to acquire Shares under the Scheme which is either subsisting or is proposed to be granted;

“ Option Price ” the price per Share, as determined by the Grantor, at which an Eligible Employee may acquire Shares upon the exercise of an Option granted to him being not less than the higher of:

(A)

80 per cent. of the Market Value of a Share on the Dealing Day immediately preceding the Date of Invitation (or, if the Grantor so determines, 80 per cent. of the average of the Market Values on the three Dealing Days immediately preceding the Date of Invitation or 80 per cent. of the Market Value at such other time or times as may be previously agreed in writing with HMRC); and

(B)

if the Shares are to be subscribed, their nominal value,

but subject to any adjustment pursuant to Rule 10;

“ Participant ” any Eligible Employee to whom an Option has been granted, or (where the context so admits) the personal representative(s) of any such person;

“ Pensionable Age ” age (65) sixty-five;

“Person” means any trustee or other similar person;

“ Relevant Bonus ” the Lower Bonus or the Standard Bonus as determined in accordance with Rule 2.3.3;

“ Retirement ” termination of the Participant’s employment by his or her employer by reason of retirement;

“ Savings Contract ” a certified SAYE savings arrangement (within the meaning of Section 703 of the Income Tax (Trading and Other Income) Act 2005) approved by HM Revenue and Customs for the purpose of Schedule 3 to ITEPA;

“ Scheme ” the Signet Jewelers Limited Sharesave Scheme in its present form or as from time to time amended in accordance with the provisions hereof;

“ Share ” a common share in the capital of the Company which satisfies the conditions specified in Paragraphs 18 to 22 of Schedule 3 to ITEPA;

“ Standard Bonus ” the Bonus payable at the end of a period of five years from the commencement of a Savings Contract;

“ Subsidiary ” the meaning given by Section 1159 of the Companies Act 2006;

“ Taxes Act ” the UK Income and Corporation Taxes Act 1988;

“ Treasury Shares ” the meaning given in section 162A of the UK Companies Act 1985 or the equivalent provision of the Companies Act 1981 of Bermuda; and

“ Trustees ” the trustee or trustees for the time being of any employee benefit trust established for the benefit of beneficiaries including all or substantially all of the Eligible Employees;

1.2	Words and expressions not otherwise defined herein have the same meaning they have in ITEPA.

1.3	Where the context so admits or requires words importing the singular shall include the plural and vice versa and words importing the masculine shall include the feminine.

1.4

References in the rules of the Scheme to any statutory provisions are to those provisions as amended, extended or re-enacted from time to time and shall include any regulations made thereunder. The Interpretation Act 1978 shall apply to these rules mutatis mutandis as if they were an Act of Parliament.

1.5	The headings in the rules of the Scheme are for the sake of convenience only and should be ignored when construing the rules.

1.6	Any reference to writing or written form shall include any legible format capable of being reproduced on paper, irrespective of the medium used.

2.	APPLICATION FOR OPTIONS

2.1

The Grantor may, during any Invitation Period, invite applications for Options at the Option Price from Eligible Employees. Invitations may be made by letter, poster, circular, advertisement, electronically, or by any other written means or combination of means determined by the Board and shall include details of:

2.1.1

eligibility;

2.1.2

either the Option Price or the basis for determining the Option Price (such basis being consistent with the definition of “Option Price”);

2.1.3

the date by which applications made pursuant to Rule 2.3 must be received, (being neither earlier than 14 days nor later than 25 days after the Date of Invitation); and

2.1.4

whether, for the purposes of determining the number of Shares over which an Option is to be granted, Eligible Employees may elect for the repayment under the Savings Contract to be taken:

2.1.4.1

as including the Standard Bonus, and/or

2.1.4.2

as including the Lower Bonus, or

2.1.4.3

as not including a bonus,

and the Grantor may determine and include in the invitation details of the maximum number of Shares over which Options are to be granted pursuant to invitations issued on that occasion.

2.2	Each application for an Option must incorporate or be accompanied by a proposal for a Savings Contract.

2.3	An application for an Option shall be in such form as the Board may from time to time prescribe save that it shall provide for the applicant to state:

2.3.1

the Monthly Contribution (being a multiple of £1 and not less than £5 or, if lower, the minimum amount per month from time to time permitted by ITEPA) which he wishes to make under the related Savings Contract;

2.3.2

that his proposed Monthly Contributions (when taken together with any Monthly Contribution he makes under any other Savings Contract) will not exceed the Maximum Contribution;

2.3.3

if (as contemplated by Rule 2.1.4) Eligible Employees may elect for the repayment under the Savings Contract to be taken as including the Standard Bonus and/or the Lower Bonus or as not including a bonus, his election in that respect.

2.4	Each application for an Option shall provide that, in the event of excess applications, each application shall be deemed to have been modified or withdrawn in accordance with the steps taken by the Grantor to scale down applications pursuant to Rule 3.

2.5	Proposals for a Savings Contract shall be limited to such bank, building society or other person specified in Section 704 of the Income Tax (Trading and Other Income) Act 2005, as the Board may designate.

2.6	Each application shall be deemed to be for an Option over the largest whole number of Shares which can be acquired at the Option Price with the expected repayment (including where the Board so allows any Relevant Bonus) under the related Savings Contract at the appropriate Bonus Date.

2.7	The grant and the exercise of an Option shall be subject to obtaining any approval or consent required under any applicable laws, regulations of governmental authority and the requirements of the London Stock Exchange and any other securities exchange on which the Shares are traded.

3.	SCALING DOWN

3.1

If valid applications are received for a total number of Shares in excess of any maximum number of Shares determined by the Grantor pursuant to Rule 2.1 or any limitation under Rule 5, the Grantor shall (but in the case of the Grantor being the Trustees only with the prior written approval of the Board) scale down applications by taking, at its absolute discretion, one of the following steps until the number of Shares available equals or exceeds the reduced number of Shares applied for (provided always that in reducing the number of Shares applied for, any adjustments shall ensure that an Eligible Employee’s Monthly Contribution remains a multiple of £1):

3.1.1

by treating any elections for the Standard Bonus as an election for no Relevant Bonus and then, so far as necessary, by reducing the proposed Monthly Contributions pro rata to the excess over £5 and then, so far as necessary, selecting by lot; or

3.1.2

by treating each election for a Relevant Bonus as an election for no Relevant Bonus and then, so far as necessary, by reducing the proposed Monthly Contributions pro rata to the excess over £5 and then, so far as necessary, selecting by lot; or

3.1.3

by reducing the proposed Monthly Contributions pro rata to the excess over £5 and then, so far as necessary selecting by lot.

3.2

If the number of Shares available is insufficient to enable an Option based on Monthly Contributions of £5 a month to be granted to each Eligible Employee making a valid application, the Grantor may, as an alternative to selecting by lot, determine in its absolute discretion that no Options shall be granted.

3.3	If the Board so determines, the provisions in Rule 3.1.1, 3.1.2 and 3.1.3 may be modified or applied in any manner as may be agreed in advance with HMRC.

3.4	If in applying the scaling down provisions contained in this Rule 3, Options cannot be granted within the 30 day period referred to in Rule 4.2 below, the Grantor may extend that period by 12 days regardless of the expiry of the relevant Grant Period.

4.	GRANT OF OPTIONS

4.1	No Option shall be granted to any person if:

4.1.1

at the Date of Grant that person shall have ceased to be an Eligible Employee; or

4.1.2

that person has or has had at any time within the 12 month period preceding the Date of Grant a Material Interest in the issued common share capital of a Close Company which is the Company or a company which has Control of the Company or is a Member of a Consortium which owns the Company.

4.2

Within 30 days of the first Dealing Day (if any) by reference to which the Option Price was fixed (which date shall be within an Invitation Period) the Grantor (in the case of the Grantor being the Trustees only with the prior written approval of the Board) may, subject to Rule 3 above, grant to each Eligible Employee who has submitted a valid application an Option in respect of the number of Shares for which he has applied pursuant to Rule 2.6.

4.3

The Grantor shall issue to each Participant an option certificate in such form (not inconsistent with the provisions of the Scheme) as the Board may from time to time prescribe. Each such certificate shall specify the Date of Grant of the Option, the number of Shares over which the Option is granted, the Bonus Date and the Option Price.

4.4	Except as otherwise provided in these Rules, every Option shall be personal to the Participant to whom it is granted and shall not be transferable.

4.5	No amount shall be paid in respect of the grant of an Option.

5.	NUMBER OF SHARES IN RESPECT OF WHICH OPTIONS MAY BE GRANTED

5.1

The number of Shares which may be allocated under the Scheme on any day shall not, when added to the aggregate of the number of Shares which have been allocated in the previous 10 years under the Scheme and under any other Employees’ Share Scheme adopted by the Company or any Subsidiary, exceed such number as represents 10 percent-of the common share capital of the Company in issue immediately prior to that day.

5.2

In determining the above limits (i) any Shares issued or which may be issued to satisfy any Options granted by the trustees of any employee benefit trust established by the Company or any Subsidiary shall be regarded as Options to subscribe for Shares; and (ii) no account shall be taken of any Shares where the right to acquire such Shares was released or lapsed without being exercised.

5.3	References in this Rule to the “allocation” of Shares shall mean, in the case of any share option scheme, the placing of unissued shares under option and, in relation to other types of Employees’ Share Scheme, shall mean the issue and allotment of shares.

5.4	References to the issue and allotment of Shares shall include the transfer of Shares from treasury, but only until such time as the guidelines issued by institutional investor bodies cease to provide that they need to be so included.

6.	RIGHTS OF EXERCISE AND LAPSE OF OPTIONS

6.1

6.1.1

Save as provided in Rules 6.2, 6.3, 6.4 and 7, an Option may not be exercised earlier than the Bonus Date under the relevant Savings Contract.

6.1.2

Save as provided in Rule 6.2, an Option shall not be exercisable later than 6 months after the Bonus Date under the relevant Savings Contract.

6.1.3

Save as provided in Rules 6.2, 6.3 and 7, an Option may only be exercised by a Participant whilst he is a director or employee of a Constituent Company or an Associated Company.

6.1.4

If, at the Bonus Date, a Participant holds an office or employment in a company which is not a Constituent Company but which is an Associated Company or a company over which the Company has Control, such Option may be exercised within six months of the Bonus Date.

6.1.5

An Option may not be exercised by a Participant if he has or has had at any time within the 12 month period preceding the date of exercise a Material Interest in the issued common share capital of a Close Company which is the Company or a company which has Control of the Company or is a Member of a Consortium which owns the Company, nor may an Option be exercised by the personal representatives of the Participant if the Participant had such a Material Interest at the date of his death.

6.2	An Option may be exercised by the personal representatives of a deceased Participant:

6.2.1

within 12 months following the date of his death if such death occurs before the Bonus Date; or

6.2.2

within 12 months following the Bonus Date in the event of his death within 6 months after the Bonus Date.

6.3	Subject to Rule 6.1.2 an Option may be exercised by a Participant within 6 months following his ceasing to hold the office or employment by virtue of which he is eligible to participate in the Scheme by reason of:

6.3.1

injury, disability, redundancy within the meaning of the Employment Rights Act 1996 or the Employment Rights (Northern Ireland) Order 1996, or Retirement on reaching Pensionable Age or at any other age at which he is bound to retire in accordance with the terms of his contract of employment; or

6.3.2

his office or employment being in a company of which the Company ceases to have Control; or

6.3.3

the transfer or sale of the undertaking or part-undertaking in which he is employed to a person who is neither an Associated Company nor a company under the Control of the Company; or

6.3.4

Retirement (other than at Pensionable Age or any age at which he is bound to retire), if such cessation of office or employment is more than 3 years after the Date of Grant of the Option; or

6.3.5

cessation of employment in circumstances other than those mentioned in 6.3.1 to 6.3.4 above, after the Bonus Date.

6.4	Subject to Rule 6.1.2 an Option may be exercised by a Participant within 6 months following the date he reaches Pensionable Age if he continues after that date to hold the office or employment by virtue of which he is eligible to participate in the Scheme.

6.5	No person shall be treated for the purposes of Rule 6.3 as ceasing to hold an office or employment by virtue of which that person is eligible to participate in the Scheme until that person ceases to hold any office or employment in the Company or any Associated Company.

6.6	Options shall lapse upon the occurrence of the earliest of the following events:

6.6.1

subject to 6.6.2 below, 6 months after the Bonus Date;

6.6.2

where the Participant dies before the Bonus Date, 12 months after the date of death, and where the Participant dies in the period of 6 months after the Bonus Date, 12 months after the Bonus Date;

6.6.3

the expiry of any of the 6 month periods specified in Rule 6.3.1 to 6.3.4 save that if at the time any such applicable periods expire time is running under the 12 month periods specified in Rule 6.2, the Option shall not lapse by reason of this sub rule 6.6.3 until the expiry of the relevant 12 month period in Rule 6.2;

6.6.4

the expiry of any of the periods specified in Rules 7.1, 7.3 and 7.4 save where an Option is released in consideration of the grant of a New Option (during one of the periods specified in Rules 7.1, 7.3 or 7.4) pursuant to Rule 7.5;

6.6.5

the Participant ceasing to hold an office or employment with the Company or any Associated Company in any circumstances other than:

6.6.5.1

where the cessation of office or employment arises on any of the grounds specified in Rules 6.2 or 6.3; or

6.6.5.2

where the cessation of office or employment arises on any ground whatsoever during any of the periods specified in Rule 7 save where an Option is released in consideration of the grant of a New Option (during one of the periods specified in Rules 7.1, 7.3 or 7.4) pursuant to Rule 7.5;

6.6.6

the passing of an effective resolution, or the making of an order by the Court, for the winding-up of the Company;

6.6.7

the Participant being deprived of the legal or beneficial ownership of the Option by operation of law, or doing anything or omitting to do anything which causes him to be so deprived or declared bankrupt; or

6.6.8

where before an Option has become capable of being exercised, the Participant gives notice that he intends to stop paying Monthly Contributions, or is deemed under the terms of the Savings Contract to have given such notice, or makes an application for repayment of the Monthly Contributions.

7.	TAKEOVER, RECONSTRUCTIONS AND WINDING UP

7.1	Subject to Rule 7.3 below, if any person obtains Control of the Company as a result of making, either:

7.1.1

a general offer to acquire the whole of the issued common share capital of the Company (which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company); or

7.1.2

a general offer to acquire all the shares in the Company which are of the same class as the Shares,

an Option may be exercised within 6 months of the time when the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied.

7.2	For the purpose of Rule 7.1 a person shall be deemed to have obtained Control of the Company if he and others acting in concert (as defined by the City Code on Takeovers and Mergers) with him have together obtained Control of it.

7.3

If any person becomes bound or entitled to acquire Shares under Chapter 3 of Part 28 of the UK Companies Act 2006 or the equivalent provisions of the Companies Act 1981 of Bermuda, an Option may be exercised during the period of one month from the date on which that person first became so bound or entitled.

7.4

If it is proposed that the court sanctions a compromise or arrangement proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or if the Company passes a resolution for the voluntary winding up of the Company, or if an amalgamation of the Company with another company is proposed by the Board, the Company shall give notice thereof to all Participants and the Participant may then exercise the Option within one month from the date of such notice and thereafter the Option shall lapse. After exercising the Option the Participant shall transfer or otherwise deal with the Shares issued to him so as to place him in the same position (so far as possible) as would have been the case if such shares had been subject to such compromise or arrangement.

7.5

If Options become exercisable pursuant to Rules 7.1 or 7.3 above, or any person obtains control of the Company pursuant to 7.4 above, any Participant may at any time within the Appropriate Period, by agreement with the relevant company, release any Option which has not lapsed (the “Old Option”) in consideration of the grant to him of an Option (the “New Option”) which (for the purposes of Paragraph 39 of Schedule 3 to ITEPA) is equivalent to the Old Option but relates to shares in a different company (whether the company which has obtained Control of the Company itself or some other company falling within Paragraph 18(b) or (c) of Schedule 3 to ITEPA)

7.6	The New Option shall not be regarded for the purposes of Rule 7.5 as equivalent to the Old Option unless the conditions set out in Paragraph 39(4) of Schedule 3 to ITEPA are satisfied. Where the provisions of Rule 7.5 apply the provisions of the Scheme shall for this purpose be construed as if:

7.6.1

the New Option were an option granted under the Scheme at the same time as the Old Option;

7.6.2

except for the purpose of the definition of “Constituent Company” in Rule 1, the reference to Signet Jewelers Limited in the definition of “the Company” in Rule 1 were a reference to the different company mentioned in Rule 7.6; and

7.6.3

Rule 12.2 were omitted.

8.	MANNER OF EXERCISE

8.1

An Option may only be exercised during the periods specified in Rules 6 and 7 and only with monies not exceeding the amount of repayment (including any interest and bonus) under the Savings Contract as at the date of such exercise. For this purpose, no account shall be taken of such part (if any) of the repayment of any Monthly Contribution, the due date for the payment of which under the Savings Contract arises after the date of the repayment.

8.2

Exercise shall be by the delivery to the Company Secretary as agent for the Grantor or his duly appointed agent, of an option certificate or certificates covering at least all the Shares over which the Option is then to be exercised, with the notice of exercise in the prescribed form duly completed and signed by the Participant (or by his duly authorised agent) together with any remittance for the Exercise Price payable to the Company as agent for the Grantor or authority to the Company as agent for the Grantor to withdraw and apply monies from the Savings Contract to acquire the Shares over which the Option is to be exercised.

8.3	The effective date of exercise shall be the date of delivery of the notice of exercise together with any remittance or authority referred to in Rule 8.2. For the purposes of this Scheme a notice of exercise shall be deemed to be delivered when it is received by the Company.

9.	ISSUE OR TRANSFER OF SHARES

9.1	Subject to Rule 9.3, Shares to be issued pursuant to the exercise of an Option shall be allotted to the Participant (or his nominee) within 30 days following the date of effective exercise of the Option.

9.2	Subject to Rule 9.4, the Grantor shall procure the transfer of any Shares to be transferred to a Participant (or his nominee) pursuant to the exercise of an Option within 30 days following the date of effective exercise of the Option.

9.3	The allotment or transfer of any Shares under the Scheme shall be subject to obtaining any such approval or consent as is mentioned in Rule 2.7 above.

9.4	Shares issued pursuant to the Scheme shall rank pari passu in all respects with the Shares then in issue, except that they shall not rank for any rights attaching to Shares by reference to a record date preceding the date of allotment.

9.5	Shares transferred pursuant to the Scheme shall not be entitled to any rights attaching to Shares by reference to a record date preceding the date of transfer.

9.6

If and so long as the Shares are admitted to Listing and traded on the London Stock Exchange or are admitted to trading on any stock exchange, stock market or other recognised exchange (the “Relevant Exchange”), the Company shall apply for any Shares issued pursuant to the Scheme to be admitted to Listing on the Relevant Exchange, as soon as practicable after the allotment thereof.

9.7	Any requirements under this Rule 9 to issue, allot, transfer or procure the transfer of any Shares may be met by the transfer of Shares held as Treasury Shares.

10.

ADJUSTMENTS

10.1

The number of Shares over which an Option is granted and/or the Option Price thereof (and where an Option has been exercised but no Shares have been allotted or transferred pursuant to such exercise, the number of Shares which may be so allotted or transferred and/or the price at which they may be acquired) shall be adjusted in such manner as the Grantor (but in the case of the Grantor being the Trustees only with the prior written approval of the Board) shall determine following any capitalisation issue, any offer or invitation made by way of rights, subdivision, consolidation, reduction or other variation in the share capital of the Company (other than as consideration for an acquisition), to the intent that (as nearly as may be without involving fractions of a Share and/or an Option Price calculated to more than two decimal places) the aggregate Exercise Price payable in respect of an Option shall remain unchanged provided that no adjustment shall be made pursuant to this Rule 10.1 without the prior approval of HMRC (so long as the Scheme is approved by HMRC).

10.2

Apart from pursuant to this Rule 10.2, no adjustment under Rule 10.1 above may have the effect of reducing the Option Price to less than the nominal value of a Share. Where an Option subsists over both issued and unissued Shares any such adjustment may only be made if the reduction of the Option Price of Options over both issued and unissued Shares can be made to the same extent. Any adjustment made to the Option Price of Options over unissued Shares shall only be made if and to the extent that the Board shall be authorised to capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares in respect of which the Option is exercisable exceeds the adjusted Exercise Price and to apply such sum in paying up such amount on such Shares so that on exercise of any Option in respect of which such a reduction shall have been made the Board shall capitalise such sum (if any) and apply the same in paying up such amount as aforesaid.

10.3	The Grantor may take such steps as it may consider necessary to notify Participants of any adjustment made under this Rule 10 and to call in, cancel, endorse, issue or reissue any option certificate consequent upon such adjustment.

11.

ADMINISTRATION

11.1

Any notice or other communication under or in connection with the Scheme may be given by personal delivery or by sending the same by post, in the case of a company to its registered office and in the case of an individual to his last known address or, where he is a director or employee of a Constituent Company or an Associated Company, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment, and where a notice or other communication is given by first-class post, it shall be deemed to have been received 72 hours after it was put into the post properly addressed and stamped.

11.2	The Company may distribute to Participants copies of any notice or document normally sent by the Company to the holders of Shares.

11.3	If any option certificate shall be worn out, defaced or lost, it may be replaced on such evidence being provided as the Board may require

11.4	The Company shall at all times keep available for allotment unissued Shares at least sufficient to satisfy all Options under which Shares may be subscribed or the Grantor shall procure that sufficient Shares are available for transfer to satisfy all Options under which Shares may be acquired.

11.5	The decision of the Board in any dispute relating to an Option or the due exercise thereof or any other matter in respect of the Scheme shall be final and conclusive.

11.6	The costs of introducing and administering the Scheme shall be borne by the Company.

11.7

Any expenses involved in any issue of Shares in the name of any Participant or his personal representative(s) or nominee(s) shall be payable by the Company and any expenses involved in the transfer of Shares into the name of any Participant or his personal representative(s) or nominee(s) shall be payable by the Grantor.

12.

ALTERATIONS

12.1

Subject to Rule 12.2 and 12.4, the Board may at any time (but only with the prior consent of the Trustees if there are subsisting Options which have bean granted by the Trustees) alter or add to all or any of the provisions of the Scheme in any respect, provided that if an alteration or addition is made to a key feature of the Scheme (that is, a provision of the Scheme which is necessary in order to meet the requirements of Schedule 3 to ITEPA) at a time when the Scheme is approved by HMRC under Schedule 3 to ITEPA it shall not have effect until it has been approved by HMRC.

12.2

Subject to Rule 12.3 no alteration or addition to the advantage of Participants or employees relating to eligibility, the limits on participation, the overall limits on the issue of Shares, the basis for determining a Participant’s entitlement to Shares and the adjustment of Options may be made under Rule 12.1 without the prior approval by resolution of the members of the Company in general meeting.

12.3

Rule 12.2 shall not apply to any minor alteration or addition which is to benefit the administration of the Scheme, is necessary or desirable in order to obtain or maintain HMRC approval of the Scheme under Schedule 3 to ITEPA or any other enactment or to take account of any change in legislation or to obtain or maintain favourable taxation, exchange control or regulatory treatment for the Company, or any Subsidiary of the Company or any Participant.

12.4	No alteration or addition shall be made under Rule 12.1 which would abrogate or adversely affect the subsisting rights of a Participant, unless it is made:

12.4.1

with the consent in writing of such number of Participants as hold Options under the Scheme to acquire 75 per cent. of the Shares which would be issued or transferred if all Options granted and subsisting under the Scheme were exercised; or

12.4.2

by a resolution at a meeting of Participants passed by not less than 75 per cent. of the Participants who attend and vote either in person or by proxy, and for the purposes of this Rule 12.4 the provisions of the bye-laws of the Company relating to shareholder meetings shall apply mutatis mutandis.

12.5	As soon as reasonably practicable after making any alteration or addition under Rule 12.1, the Board shall give written notice thereof to any Participant affected thereby.

12.6	No alteration shall be made to the Scheme if following the alteration the Scheme would cease to be an Employees’ Share Scheme.

13.

GENERAL

13.1	The Scheme shall terminate on 19 July 2018 or at any earlier time by the passing of a resolution by the Board or a resolution of the Company in general meeting. Termination of the Scheme shall be without prejudice to the subsisting rights of Participants.

13.2

The Company and any Subsidiary of the Company may provide money to the trustee of any trust or any other person to enable them or him to acquire Shares to be held for the purposes of the Scheme, or enter into any guarantee or indemnity for those purposes, to the extent permitted by law, provided that any trust deed to be used for this purpose shall, at the time when the Scheme is approved by HMRC under Schedule 3 to ITEPA, have previously been submitted to HMRC. In addition, the Company may require any Subsidiary to enter into such other agreement or agreements as it shall deem necessary to oblige such Subsidiary to reimburse the Company for any other amounts paid by the Company hereunder, directly or indirectly in respect of such Subsidiary’s employees. Nothing in the Scheme shall be deemed to give any employee of any Constituent Company any right to Participate in the Scheme.

13.3

The rights and obligations of any individual under the terms of his office or employment with a Constituent Company or Associated Company shall not be affected by his participation in the Scheme or any right which he may have to participate therein, and an individual who participates therein shall waive all and any rights to compensation or damages in consequence of the termination of his office or employment with any such company for any reason whatsoever, whether lawfully or otherwise, insofar as those rights arise or may arise from his ceasing to have rights under or be entitled to exercise any Option under the Scheme as a result of such termination or from the loss or diminution in value of such rights or entitlements, including by reason of the operation of the terms of the Scheme or the provisions of any statute or law relating to taxation.

13.4	Benefits under the Scheme shall not form part of a Participant’s remuneration for any purpose and shall not be pensionable.

13.5

By participating in the Scheme, the Participant consents to the collection, processing, transmission and storage by the Company, in any form whatsoever, of any data of a professional or personal nature which is necessary for the purposes of introducing and administering the Scheme. The Company may share such information with any Constituent Company or Associated Company, the Trustees, its registrars, brokers, other third party administrator or any person who obtains Control of the Company or acquires the company, undertaking or part-undertaking which employs the Participant, whether within or outside of the European Economic Area.

13.6	These Rules shall be governed by and construed in accordance with the laws of England and the English courts shall have exclusive jurisdiction to determine any dispute which may arise out of, or in connection with, the Scheme.

Exhibit 99.4

LOGO

SIGNET JEWELERS LIMITED

RULES OF THE

IRISH SHARESAVE SCHEME

Adopted by Directors’ Resolution on 9 July 2008, as amended

and approved by the Irish Revenue Commissioners on [ — ] under reference [ — ]

Herbert Smith LLP

RULES OF THE IRISH SHARESAVE SCHEME

TABLE OF CONTENTS


Rule		Page
1.	DEFINITIONS	1

2.	APPLICATION FOR OPTIONS	4

3.	SCALING DOWN	5

4.	GRANT OF OPTIONS	6

5.	NUMBER OF SHARES IN RESPECT OF WHICH OPTIONS MAY BE GRANTED	6

6.	RIGHTS OF EXERCISE AND LAPSE OF OPTIONS	6

7.	TAKEOVER, RECONSTRUCTIONS AND WINDING UP	9

8.	MANNER OF EXERCISE	10

9.	ISSUE OR TRANSFER OF SHARES	10

10.	ADJUSTMENTS	11

11.	ADMINISTRATION	11

12.	ALTERATIONS	12

13.	GENERAL	13

1.	DEFINITIONS

1.1	In this Scheme, the following words and expressions shall have, where the context so admits, the meanings set forth below:

“ Appropriate Period ” the meaning given by Paragraph 16(2) of Schedule 12A to the Taxes Act;

“ Associated Company ” means any company which, in relation to the Company, is an associated company as that term is defined for the purposes of Paragraph 1(1) of Schedule 12A to the Taxes Act;

“ Board ” the board of directors for the time being of the Company or a duly authorised committee thereof;

“ Bonus Date ” in relation to any Option granted to a Participant, the earliest time when the Relevant Bonus is payable under the Savings Contract entered into by the Participant;

“ the Company ” Signet Jewelers Limited (registered in Bermuda no. 42069);

“ Control ” has the meaning given by section 432 of the Taxes Act;

“ Date of Grant ” the date on which an Option is granted;

“ Date of Invitation ” the date on which the Grantor invites applications for Options;

“ Dealing Day ” any day on which the London Stock Exchange is open for the transaction of business;

“ Eligible Employee ”

(A)

any individual who at the Date of Grant:

(1)

is a full-time director or an employee of a Participating Company; and

(2)

has been such a director or employee of a Participating Company for such qualifying period (if any) (being a period commencing not earlier than 3 years prior to the Date of Grant) as the Board may determine and also provided that such qualifying period shall apply to all Eligible Employees; and

(3)

is chargeable to tax in respect of his or her office or employment under Schedule E of the Taxes Act; or

(B)

any other individual who is nominated by the Board as a director or employee of a Participating Company (or is nominated as a member of a category of such executive directors and employees),

but in all cases excluding any person who is prohibited from participating by reason of the provisions of Paragraph 8 of Schedule 12A to the Taxes Act;

“ Employees’ Share Scheme ” the meaning given by Section 743 of the UK Companies Act 1985;

“ Grantor ” the Board, with respect to Options granted or to be granted by the Company;

“ Grant Period ” the period of 42 days commencing on:

(A)

the day on which the Scheme is approved by the Revenue Commissioners;

and subject to the Revenue Commissioners approving the Scheme, the period of 42 days commencing on any of the following:

(B)

the day immediately following the day on which the Company makes an announcement of its results for the last preceding financial year, half-year or other period;

(C)

the day on which the Board resolves that exceptional circumstances exist which justify the grant of Options; or

(D)

any day on which any change to the legislation affecting savings-related share option schemes approved by the Revenue Commissioners under the Taxes Act is proposed or made;

“ Listing ” means listing on the New York Stock Exchange and/or the London Stock exchange

“ London Stock Exchange ” London Stock Exchange plc;

“ Lower Bonus ” the bonus payable at the end of a period of three years form the commencement of a Savings Contract;

“ Market Value ” in relation to a Share on any day its market value shall be determined in accordance with Section 548 of the Taxes Act;

“ Maximum Bonus ” the bonus payable at the end of a period of seven years from the commencement of a Savings Contract;

“ Maximum Contribution ” the lesser of:

(A)

such maximum monthly contribution as may be determined from time to time by the Board; or

(B)

such maximum monthly contribution as may be permitted pursuant to Paragraph 25 of Schedule 12A to the Taxes Act;

“ Monthly Contributions ” monthly contributions agreed to be paid by a Participant under his Savings Contract;

“ Option ” a right to acquire Shares under the Scheme which is either subsisting or is proposed to be granted;

“ Option Price ” the price for the acquisition of a Share expressed in euro, as determined by the Grantor, at which an Eligible Employee may acquire Shares upon the exercise of an Option granted to him being not less than the higher of:

(A)

an amount equal to 80 per cent. (rounded up to the nearest whole penny) of the Market Value of a Share expressed in euro, on the Dealing Day immediately preceding the Date of Invitation or, if the Grantor so determines, 80 per cent. of the average of the Market Values on the three Dealing Days immediately preceding the Date of Invitation or 80 per cent. of the Market Value at such other time or times as may be previously agreed in advance in writing with the revenue Commissioners; and

(B)

if the Shares are to be subscribed, their nominal value;

but subject to any adjustment pursuant to Rule 10;

“ Participant ” any Eligible Employee to whom an Option has been granted, or (where the context so admits) the personal representative(s) of any such person;

“ Participating Company ”

(A)

the Company; and

(B)

any other company which is under the Control of the Company, is a Subsidiary of the Company and which has been expressly designated by the Board as being a Participating Company;

“ Relevant Bonus ” the Lower Bonus, Standard Bonus or Maximum Bonus as determined in accordance with Rule 2.1.4;

“ Savings Contract ” a contract under a certified contractual savings scheme (within the meaning of Schedule 12B to the Taxes Act) approved by the Revenue Commissioners for the purpose of Schedule 12A to that Act;

“ Scheme ” the Signet Jewelers Limited Irish Sharesave Scheme in its present form or as from time to time amended in accordance with the provisions hereof;

“ Share ” a fully paid common share in the capital of the Company which satisfies the requirements of paragraphs 10 to 15 of Schedule 12A to the Taxes Act;

“ Specified Age ” age 65 (sixty-five);

“ Standard Bonus ” the bonus payable at the end of a period of five years from the commencement of a Savings Contract;

“ Subsidiary ” the meaning given by section 736 of the UK Companies Act 1985;

“ Taxes Act ” the Taxes Consolidation Act 1997; and

“ Treasury Shares ” the meaning given in section 162A(3) of the UK Companies Act 1985.

1.2	Words and expressions not otherwise defined herein have the same meaning they have in the Taxes Act.

1.3	Where the context so admits or requires words importing the singular shall include the plural and vice versa and words importing the masculine shall include the feminine.

1.4	The headings in the rules of the Scheme are for the sake of convenience only and should be ignored when construing the rules.

1.5	Any reference to a statute (or a particular Chapter, part or Section thereof) shall be a reference to the statute in force and shall include any statutory modification or re-enactment thereof for the time being in force and any regulations made thereunder.

2.	APPLICATION FOR OPTIONS

2.1

The Grantor may, during any Grant Period, invite applications for Options on similar terms at the Option Price from Eligible Employees. Invitations may be made by letter, poster, circular, advertisement, electronically, or by any other written means or combination of means determined by the Board and shall include details of:

2.1.1

eligibility;

2.1.2

the Option Price;

2.1.3

the date by which applications made pursuant to Rule 2.3 must be received, (being neither earlier than 14 days nor later than 25 days after the Date of Invitation);

2.1.4

the maximum permitted Monthly Contribution;

2.1.5

whether, for the purposes of determining the number of Shares over which an Option is to be granted, Eligible Employees may elect for the repayment under the Savings Contract to be taken:

(A)

as including the Maximum Bonus,

(B)

as including the Standard Bonus,

(C)

as including the Lower Bonus,

(D)

as not including a bonus; and

2.1.6

the Grantor may determine and include in the invitation, details of the maximum number of Shares over which Options are to be granted pursuant to invitations issued on that occasion.

2.2	Each application for an Option must incorporate or be accompanied by a proposal for a Savings Contract.

2.3

Following any notice to an Eligible Employee by the Grantor pursuant to Rule 2.1 above he may apply for an Option by completing and returning an application in such form (not inconsistent with the provisions of the Scheme) as the Grantor may from time to time determine which shall specify the Monthly Contribution which he wishes to make under the related Savings Contract (being a multiple of €1 and not less than €12 or, if lower, the minimum amount per month from time to time specified in paragraph 25 of Schedule 12A to the Taxes Act) and authorise the deduction of the Monthly Contribution from his remuneration. It must be accompanied by a form of application concerning his entry into a Savings Contract, such form to be in terms acceptable to the body administering the Savings Contract.

2.4	Each application for an Option shall provide that, in the event of excess applications, each application shall be deemed to have been modified or withdrawn in accordance with the steps taken by the Grantor to scale down applications pursuant to Rule 3.

2.5	Proposals for a Savings Contract shall be limited to such qualifying savings institution (within the meaning given by section 519C of the Taxes Act) as the Board may designate.

2.6	Each application shall be deemed to be for an Option over the largest whole number of Shares which can be acquired at the Option Price with the expected repayment (including any Relevant Bonus) under the related Savings Contract at the appropriate Bonus Date.

2.7	The grant and the exercise of an Option shall be subject to obtaining any approval or consent required under any applicable laws, regulations of governmental authority and the requirements of the London Stock Exchange and any other securities exchange on which the Shares are traded.

2.8	The aggregate of the Monthly Contributions being made at any time by a Participant under the Scheme and any monthly savings contributions then being made under certified contractual savings schemes linked to any other savings-related share option scheme shall not exceed the Maximum Contribution.

3.	SCALING DOWN

3.1

If valid applications are received for a total number of Shares in excess of any maximum number of Shares determined by the Grantor pursuant to Rule 2.1 or any limitation under Rule 5, the Grantor shall scale down applications by taking one of the following steps until the number of Shares available equals or exceeds the number of Shares applied for (provided always that in reducing the number of Shares applied for, any adjustments shall ensure that an Eligible Employee’s Monthly Contribution remains an integer multiple of €1:

3.1.1

by treating each election for a Relevant Bonus as an election for no Relevant Bonus and then, so far as necessary, by reducing the proposed Monthly contributions pro rata to the excess over €12 and then, so far as necessary, selecting by lot; or

3.1.2

by reducing the proposed Monthly Contributions pro rata to the excess over €12 and then, so far as necessary, selecting by lot.

Each application shall be deemed to have been modified or withdrawn in accordance with the foregoing provisions and the Board shall be authorised to complete proposal forms in respect of savings contracts to reflect any reduction in Monthly Contributions resulting therefrom.

3.2

If the number of Shares available is insufficient to enable an Option based on Monthly Contributions of €12 a month to be granted to each Eligible Employee making a valid application, the Grantor may, as an alternative to selecting by lot, determine in its absolute discretion that no Options shall be granted.

3.3	If the Board so determines, the provisions in Rules 3.1.1 and 3.1.2 may be modified or applied in any manner as may be agreed in advance with the Revenue Commissioners.

3.4	If in applying the scaling down provisions contained in this Rule 3, Options cannot be granted within the 30 day period referred to in Rule 4.2 below, the Grantor may extend that period by 12 days regardless of the expiry of the relevant Grant Period.

4.	GRANT OF OPTIONS

4.1	No Option shall be granted to any person if at the Date of Grant that person shall have ceased to be an Eligible Employee.

4.2

Within 30 days of the first Dealing Day (if any) by reference to which the Option Price was fixed (which date shall be within a Grant Period) the Grantor may, subject to Rule 3 above, grant to each Eligible Employee who has submitted a valid application an Option in respect of the number of Shares for which he has applied pursuant to Rule 2.6.

4.3

4.4	Except as otherwise provided in these Rules, every Option shall be personal to the Participant to whom it is granted and shall not be transferable.

4.5	No amount shall be paid in respect of the grant of an Option.

5.	NUMBER OF SHARES IN RESPECT OF WHICH OPTIONS MAY BE GRANTED

5.1

The number of Shares which may be allocated under the Scheme on any day shall not, when added to the aggregate of the number of Shares which have been allocated in the previous 10 years under the Scheme and under any other Employees’ Share Scheme adopted by the Company or any Subsidiary, exceed such number as represents 10 percent of the common share capital of the Company in issue immediately prior to that day.

5.2

In determining the above limits (i) any Shares issued or which may be issued to satisfy any options granted by the trustees of any employee benefit trust established by the Company or any Subsidiary shall be regarded as Options to subscribe for Shares; and (ii) no account shall be taken of any Shares where the right to acquire such Shares was released or lapsed without being exercised.

5.3	References in this Rule to the “allocation” of Shares shall mean, in the case of any share option scheme, the placing of unissued shares under option and, in relation to other types of Employees’ Share Scheme, shall mean the issue and allotment of shares.

5.4	References to the issue and allotment of Shares shall include the transfer of Shares from treasury, but only until such time as the guidelines issued by institutional investor bodies cease to provide that they need to be so included.

6.	RIGHTS OF EXERCISE AND LAPSE OF OPTIONS

6.1

6.1.1

Save as provided in Rules 6.2, 6.3, 6.4 and 7, an Option may not be exercised earlier than the Bonus Date under the relevant Savings Contract.

6.1.2

Save as provided in Rule 6.2, an Option shall not be exercisable later than 6 months after the Bonus Date under the relevant Savings Contract.

6.1.3

Save as provided in Rules 6.2, 6.3 and 7, an Option may only be exercised by a Participant whilst he is a director or employee of a Participating Company.

6.1.4

If, at the Bonus Date, a Participant holds an office or employment in a company which is not a Participating Company but which is an Associated Company (within the meaning of Paragraph 1(1) of Schedule 12A to the Taxes Act) or a company over which the Company has Control, such Option may be exercised within six months of the Bonus Date.

6.2	An Option may be exercised by the personal representatives of a deceased Participant:

6.2.1

within 12 months following the date of his death if such death occurs before the Bonus Date; or

6.2.2

within 12 months following the Bonus Date in the event of his death within 6 months after the Bonus Date.

6.3	Subject to Rule 6.1.2 an Option may be exercised by a Participant within 6 months following his ceasing to hold the office or employment by virtue of which he is eligible to participate in the Scheme by reason of:

6.3.1

injury, disability, redundancy within the meaning of the Redundancy Payments Acts 1967 to 1991, or retirement on reaching the Specified Age; or

6.3.2

his office or employment being in a company of which the Company ceases to have Control; or

6.3.3

the transfer or sale of the undertaking or part-undertaking in which he is employed to a person who is neither an Associated Company nor a company under the Control of the Company;

6.3.4

any other reason where such cessation of office or employment is more than 3 years after the Date of Grant of the Option; or

6.3.5

cessation of employment in circumstances other than those mentioned in 6.3.1 to 6.3.4 above, after the Bonus Date.

For the purposes of the Scheme, a woman who leaves employment due to pregnancy will be regarded as having left the employment on the earliest of the date she notifies her employer of her intention not to return, the last day of the 29 week period of confinement and any other date specified by the terms of her office or employment with her employer.

6.4	Subject to Rule 6.1.2 an Option may be exercised by a Participant within 6 months following the date he reaches the Specified Age if he continues after that date to hold the office or employment by virtue of which he is eligible to participate in the Scheme.

6.5	No person shall be treated for the purposes of Rule 6.3 as ceasing to hold an office or employment by virtue of which that person is eligible to participate in the Scheme until that person ceases to hold any office or employment in the Company or any Associated Company.

6.6	Options shall lapse upon the occurrence of the earliest of the following events:

6.6.1

subject to 6.6.2 below, 6 months after the Bonus Date;

6.6.2

where the Participant dies before the Bonus Date, 12 months after the date of death, and where the Participant dies in the period of 6 months after the Bonus Date, 12 months after the Bonus Date;

6.6.3

the expiry of any of the 6 month periods specified in Rule 6.3.1 to 6.3.4 save that if at the time any such applicable periods expire time is running under the 12 month periods specified in Rule 6.2, the Option shall not lapse by reason of this sub-rule 6.6.3 until the expiry of the relevant 12 month period in Rule 6.2;

6.6.4

6.6.5

the Participant ceasing to hold an office or employment with the Company or any Associated Company in any circumstances other than:

(A)

where the cessation of office or employment arises on any of the grounds specified in Rules 6.2 or 6.3; or

(B)

6.6.6

the passing of an effective resolution, or the making of an order by the Court, for the winding-up of the Company;

6.6.7

6.6.8

6.6.9

the Participant’s right to continue making the related Monthly Contributions lapsing in respect of an Option in accordance with the provisions of the Savings Contract before the Participant has completed all savings.

6.7	Where an Option is exercised in part it shall lapse to the extent of the unexercised balance.

6.8

In the event that, on conversion to pounds sterling the aggregate Option Prices in respect of the number of Shares over which an Option is being exercised is less than the repayment made to the Participant under the relevant Savings Contract (including any interest payable) the Participant shall not be entitled to exercise his option over a greater number of Shares than that set out in the Option Certificate (as amended from time to time by Rule 7).

6.9	For the avoidance of doubt, a Participant shall not have any right to exercise any Options other than in accordance with the terms of this Rule 6.

7.	TAKEOVER, RECONSTRUCTIONS AND WINDING UP

7.1	Subject to Rule 7.3 below, if any person obtains Control of the Company as a result of making, either:

7.1.1

7.1.2

a general offer to acquire all the shares in the Company which are of the same class as the Shares, an Option may be exercised within the period of 6 months starting from the time when the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied.

7.2	For the purpose of Rule 7.1 a person shall be deemed to have obtained Control of the Company if he and others acting in concert (as defined by the City Code on Takeovers and Mergers) with him have together obtained Control of it.

7.3	If any person becomes bound or entitled to acquire Shares under Sections 102 or 103 of the Companies Act 1981 of Bermuda or any provision similar to section 204 of the Companies Act 1963 an Option may be exercised at any time when that person remains so bound or entitled.

7.4

If the court sanctions a compromise or arrangement proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or if an amalgamation of the Company with another company is proposed by the Board, the Company shall give notice thereof to all Participants and the Participant may then exercise the Option within six months from the date of the Court sanctioning such compromise or arrangement and thereafter the Option shall lapse.

7.5	If a resolution is proposed for the voluntary winding-up of the Company, the Participant may exercise his Option at any time within six months after such resolution being passed and, to the extent they have not been exercised, all Options will thereafter lapse immediately.

7.6

If Options become exercisable as a result of a single Company obtaining Control pursuant to any of Rules 7.1, 7.3 or 7.4 above, any Participant may at any time within the Appropriate Period, by agreement with the relevant company, release any Option which has not lapsed (“the Old Option”) in consideration of the grant to him of an Option (“the New Option”) which (for the purposes of Paragraph 16 of Schedule 12A to the Taxes Act) is equivalent to the Old Option but relates to shares in a different company (whether the company which has obtained Control of the Company itself or some other company falling within Paragraph 11(b) or (c) of Schedule 12A to the Taxes Act).

7.7	The New Option shall not be regarded for the purposes of Rule 7.6 as equivalent to the Old Option unless the conditions set out in Paragraph 16(3) of Schedule 12A to the Taxes Act are satisfied but so that the provisions of the Scheme shall for this purpose be construed as if:-

7.7.1

the New Option were an option granted under the Scheme at the same time as the Old Option; and

7.7.2

except for the purpose of the definition of “Participating Company” in Rule 1, the reference to Signet Jewelers Limited in the definition of “the Company” in Rule 1 were a reference to the different company mentioned in Rule 7.6;

7.8	The Directors shall use reasonable endeavours to notify Participants forthwith of any event of which they have actual notice arising pursuant to this Rule which concerns any Option held for the time being.

8.	MANNER OF EXERCISE

8.1

An Option may only be exercised during the periods specified in Rules 6 and 7 and only with monies not exceeding the amount of the repayment (including any interest and Relevant Bonus) under the Savings Contract as at the date of such exercise. For this purpose, no account shall be taken of such part (if any) of the repayment of any Monthly contribution, the due date for the payment of which under the Savings Contract arises after the date of the repayment.

8.2

8.3	The effective date of exercise shall be the date of delivery of the notice of exercise together with any remittance or authority referred to in Rule 8.1. For the purposes of this Scheme a notice of exercise shall be deemed to be delivered when it is received by the Company.

9.	ISSUE OR TRANSFER OF SHARES

9.1	Subject to Rule 9.3, Shares to be issued pursuant to the exercise of an Option shall be allotted to the Participant (or his nominee) within 30 days following the date of effective exercise. of the Option.

9.2	Subject to Rule 9.4, the Grantor shall procure the transfer of any Shares to be transferred to a Participant (or his nominee) pursuant to the exercise of an Option within 30 days following the date of effective exercise of the Option.

9.3	The allotment or transfer of any Shares under the Scheme shall be subject to obtaining any such approval or consent as is mentioned in Rule 2.7 above.

9.4	Shares issued pursuant to the Scheme shall rank pari passu in all respects with the Shares then in issue, except that they shall not rank for any rights attaching to Shares by reference to a record date preceding the date of allotment.

9.5	Shares transferred pursuant to the Scheme shall not be entitled to any rights attaching to Shares by reference to a record date preceding the date of transfer.

9.6

If and so long as the Shares are admitted to Listing or are admitted to trading on any stock exchange, stock market or other recognised exchange (the “Relevant Exchange”), the Company shall apply for any Shares issued pursuant to the Scheme to be admitted to Listing, or to be listed or traded on the Relevant Exchange, as soon as practicable after the allotment thereof.

9.7	Any requirements under this Rule 9 to issue, allot, transfer or procure the transfer of any Shares may be met by the transfer of Shares held as Treasury Shares.

10.

ADJUSTMENTS

10.1

The number of Shares over which an Option is granted and/or the Option Price thereof (and where an Option has been exercised but no Shares have been allotted or transferred pursuant to such exercise, the number of Shares which may be so allotted or transferred and/or the price at which they may be acquired) shall be adjusted in such manner as the Grantor shall determine following any capitalisation issue, any offer or invitation made by way of rights, subdivision, consolidation, reduction or other variation in the share capital of the Company, to the intent that (as nearly as may be without involving fractions of a Share and/or an Option Price calculated to more than two decimal places) the aggregate Exercise Price payable in respect of an Option shall remain unchanged, provided that no adjustment shall be made pursuant to this Rule 10.1 without the prior approval of the Revenue Commissioners (so long as the Scheme is approved by the Revenue Commissioners). No adjustment may be made unless the Shares will continue to satisfy the requirements of paragraphs 10 to 15 of Schedule 12A to the Taxes Act.

10.2

Subject to the provisions of this Rule 10.2, no adjustment under Rule 10.1 above may have the effect of reducing the Option Price to less than the nominal value of a Share. Where an Option subsists over both issued and unissued Shares any such adjustment may only be made if the reduction of the Option Price of Options over both issued and unissued Shares can be made to the same extent. Any adjustment made to the Option Price of Options over unissued Shares shall only be made if and to the extent that the Board shall be authorised to capitalise from the reserves of the Company a sum equal to the amount (if any) by which the nominal value of the Shares in respect of which the Option is exercisable exceeds the adjusted Exercise Price and to apply such sum in paying up such amount on such Shares so that on exercise of any Option in respect of which such a reduction shall have been made the Board shall capitalise such sum (if any) and apply the same in paying up such amount as aforesaid.

10.3	The Grantor may take such steps as it may consider necessary to notify Participants of any adjustment made under this Rule 10 and to call in, cancel, endorse, issue or reissue any option certificate consequent upon such adjustment.

11.

ADMINISTRATION

11.1

Any notice or other communication under or in connection with the Scheme may be given by personal delivery or by sending the same by electronic mail or by post, in the case of a company to its registered office and in the case of an individual to his last known address or, where he is a director or employee of a Participating Company or an Associated Company, either to his last known address or to the address of the place of business at which he or she performs the whole or substantially the whole of the duties of his or her office or employment (being an electronic mail address where appropriate).

11.2	If a notice or other communication is given by first-class post, it shall be deemed to have been received 72 hours after it was put into the post properly addressed and stamped.

11.3	If a notice or other communication is given by electronic mail, it shall be deemed to have been received on the day following the date of transmission.

11.4	The Company may distribute to Participants copies of any notice or document normally sent by the Company to the holders of Shares.

11.5	If any option certificate shall be worn out, defaced or lost, it may be replaced on such evidence being provided as the Company Secretary may require.

11.6	The Company shall at all times keep available for allotment unissued Shares at least sufficient to satisfy all Options under which Shares may be subscribed or the Grantor shall procure that sufficient Shares are available for transfer to satisfy all Options under which Shares may be acquired.

11.7	The decision of the Board in any dispute relating to an Option or the due exercise thereof or any other matter in respect of the Scheme shall be final and conclusive.

11.8	The costs of introducing and administering the Scheme shall be borne by the Company.

11.9

12.

ALTERATIONS

12.1

Subject to Rule 12.2 and 12.4, the Board may at any time alter or add to all or any of the provisions of the Scheme in any respect, provided that if an alteration or addition Is made at a time when the Scheme is approved by the Revenue Commissioners under Schedule 12A to the Taxes Act it shall not have effect until it has been approved by the Revenue Commissioners.

12.2

Subject to Rule 12.3, no alteration or addition to the advantage of Participants or employees relating to eligibility, the limits on participation, the overall limits on the issue of Shares, the basis for determining a Participant’s entitlement to Shares and the adjustment of Options may be made under Rule 12.1 without the prior approval by resolution of the members of the Company in general meeting.

12.3	Rule 12.2 shall not apply to any alteration or addition which:

(A)

is necessary or desirable in order to obtain or maintain Revenue Commissioners approval of the Scheme under Schedule 12A to the Taxes Act or any other enactment, or to comply with or take account of the provisions of any proposed or existing legislation, or to take advantage of any changes to the legislation or to take account of any of the events mentioned in Rule 7 or to obtain or maintain favourable taxation, exchange control or regulatory treatment for the Company, or any Subsidiary or any Participant; and

(B)

does not affect the definition of Option Price, the limits on individual participation or the limits in Rule 5.

12.4	No alteration or addition shall be made under Rule 12.1 which would abrogate or adversely affect the subsisting rights of a Participant, unless it is made:

12.4.1

with the consent of such number of Participants as hold Options under the Scheme to acquire 75 per cent. of the Shares which would be issued or transferred if all Options granted and subsisting under the Scheme were exercised; or

12.4.2

12.5	As soon as reasonably practicable after making any alteration or addition under Rule 12.1, the Board shall give notice thereof to any Participant affected thereby.

12.6	No alteration shall be made to the Scheme if following the alteration the Scheme would cease to be an Employees’ Share Scheme.

13.

GENERAL

13.1	The Scheme shall terminate on 9 July 2018 or at any earlier time by the passing of a resolution by the Board or a resolution of the Company in general meeting. Termination of the Scheme shall be without prejudice to the subsisting rights of Participants.

13.2

The Company and any Subsidiary of the Company may provide money to the trustee of any trust or any other person to enable them or him to acquire Shares to be held for the purposes of the Scheme, or enter into any guarantee or indemnity for those purposes, to the extent permitted by section 60 of the Companies Act 1963 or section 153 of the UK Companies Act 1985. In addition, the Company may require any Subsidiary to enter into such other agreement or agreements as it shall deem necessary to oblige such Subsidiary to reimburse the Company for any other amounts paid by the Company hereunder, directly or indirectly in respect of such Subsidiary’s employees. Nothing in the Scheme shall be deemed to give any employee of any Participating Company any right to participate in the Scheme.

13.3

The rights and obligations of any individual under the terms of his office or employment with a Participating Company or Associated Company shall not be affected by his participation in the Scheme or any right which he may have to participate therein, and an individual who participates therein shall do so strictly under the terms of these Rules and shall waive any and all rights to compensation or damages in consequence of the termination of his office or employment with any such company for any reason whatsoever, whether lawfully or otherwise, insofar as such termination has consequences for the terms under which Options may be exercised or otherwise dealt with under these Rules or the provisions of any statute or law relating to taxation.

13.4	Benefits under the Scheme shall not form part of a Participant’s remuneration for any purpose and shall not be pensionable.

13.5

By participating in the Scheme, the Participant consents to the collection, processing, transmission and storage by the Company, in any form whatsoever, of any data of a professional or personal nature which is necessary for the purposes of introducing and administering the Scheme. The Company may share such information with any Participating Company or Associated Company, trustees, its registrars, brokers, other third party administrator or any person who obtains Control of the Company or acquires the company, undertaking or part-undertaking which employs the Participant, whether within or outside of the European Economic Area.

13.6	These Rules shall be governed by and construed in accordance with the laws of Ireland.

Exhibit 99.5

SIGNET JEWELERS LIMITED

US STOCK OPTION PLAN 2008

(Adopted by the Company by Directors’ Resolution on 9 July 2008, as amended)

CONTENTS


Rule		Page
1	DEFINITIONS AND INTERPRETATION	1
2	GRANT OF OPTIONS	3
3	OPTION PRICE	4
4	PLAN LIMITS	5
5	RIGHTS OF EXERCISE AND LAPSE OF OPTIONS	6
6	TAKEOVERS, RECONSTRUCTIONS AND WINDING UP	8
7	EXERCISE OF OPTIONS	9
8	ADJUSTMENT OF OPTIONS	11
9	ADMINISTRATION	12
10	AMENDING THE PLAN	13
11	GENERAL	14
12	INCENTIVE STOCK OPTIONS	15
13	STOCK APPRECIATION RIGHTS	16

1	DEFINITIONS AND INTERPRETATION

1.1	Definitions

The words and expressions used in this Plan which begin with capital letters have the following meanings:

“Appropriate Period” has the meaning given by paragraph 26 of Schedule 4 to the ITEPA;

“Associated Company” means in relation to the Company:

(i)

any company which has Control of the Company; or

(ii)

any company (other than a Participating Company) which is under the Control of any company referred to in (i) above;

“Bermuda Companies Act” means the Companies Act 1981 of Bermuda;

“Board” means the board of directors for the time being of the Company or a duly authorised committee of it which for the avoidance of doubt may include the Remuneration Committee;

“Code” means the Internal Revenue Code of 1986 (as amended);

“Company” means Signet Jewelers Limited (registered in Bermuda no. 42069);

“Control” means the power of a person to secure:

(i)

by means of the holding of shares or the possession of voting power in or in relation to that or any other body corporate; or

(ii)

by virtue of any power conferred by the articles of association, bye-laws or other document regulating that or any other body corporate,

that the affairs of the first mentioned body corporate are conducted in accordance with the wishes of that person;

“Date of Grant” means the date on which the Grantor grants an Option under Rule 2.5;

“Dealing Day” means any day on which the New York Stock Exchange is open for the transaction of business;

“Discretionary Share Option Plan” means a share option plan, in which participation is at the discretion of the grantor of options under that plan;

“Eligible Employee” means any person whom at the Date of Grant is an employee or director of a Participating Company on terms which, in either case, require him to devote substantially the whole of his working time to his duties as such; and

“Employees’ Share Plan” means a scheme for encouraging or facilitating the holding of shares or debentures in a company by or for the benefit of:

(i)

the bona fide employees or former employees of the company, the company’s Subsidiary or holding company or a Subsidiary of the company’s holding company; or

(ii)

the wives, husbands, widows, widowers or children or step-children under the age of 18 of such employees or former employees;

“Exercise Price” means the total amount payable on the exercise of an Option, whether in whole or in part, being an amount equal to the relevant Option Price multiplied by the number of Shares in respect of which the Option is exercised;

“Gain on Exercise” means the difference between:

(i)

at the discretion of the Board, either:

(a)

the aggregate value (being the price of which a broker could achieve a sale of Shares on the New York Stock Exchange); or

(b)

the aggregate Market Value of the Shares which are acquired (or would be acquired but for a determination by the Board pursuant to Rule 13.1) on the exercise of that Option (whenever exercised and notwithstanding that the Option may be exercised in whole or in part); and

(ii)

the aggregate Option Price for the Shares over which that Option was granted;

“Grantor” means in relation to an Option, the Person who granted it, which may be the Company or any other Person;

“Incentive Stock Options” shall have the meaning ascribed to such term in Section 422 of the Code;

“ITEPA” means the UK Income Tax (Earnings and Pensions) Act 2003;

“London Stock Exchange” means the London Stock Exchange plc or any successor body carrying on the business of the London Stock Exchange;

“Market Value” means in relation to a Share on any day its mid-market price on the New York Stock Exchange or any other recognised stock exchange on which dealings take place;

“New York Stock Exchange” means the New York Stock Exchange or any successor body carrying on the business of the New York Stock Exchange;

“Option” means a right to subscribe for Shares under the Plan which has been granted or is proposed to be granted and which may or may not constitute an Incentive Stock Option;

“Option Exercise Date” means the date when the exercise of an Option is effective because it complies with Rules 7.2 and 7.3;

“Option Price” means the price per share at which a Participant may subscribe for Shares on the exercise of an Option determined under Rule 3;

“Participant” means any Eligible Employee to whom an Option has been granted, or (where the context requires) his personal representatives;

“Participating Company” means:

(i)

the Company; and

(ii)

any other company which is under the Control of the Company and is a Subsidiary of the Company (unless otherwise designated by the Board);

“Person” means any individual, corporation, partnership, limited liability company, trust or other entity of whatever nature;

“Plan” means the US Stock Option Plan 2008 in its present form or as for the time being amended in accordance with the Rules;

“Plan Period” means the period starting on the date the Plan is adopted by the Company by Board Resolution and ending on the tenth anniversary of that date;

“Remuneration Committee” means a duly authorised remuneration committee of the Board all the members of which are non-executive directors;

“Rules” means these rules as amended from time to time;

“Share” means a fully paid common share in the capital of the Company;

“Subsidiary” means a company (A) which is a subsidiary of another company (B) if:

(i)

that other company (B):

(a)

is a member of it and controls the composition of its board of directors; or

(b)

holds more than half in nominal value of its equity share capital; or

(ii)

the first mentioned company (A) is a subsidiary of any company which is that other company’s (B’s) subsidiary; and

“Variation” means in relation to the common shares of the Company a capitalisation issue, a rights issue or open offer, a subdivision, a consolidation or reduction or any other variation.

1.2	Interpretation

The headings in the Rules are for convenience and should be ignored when construing them. Unless the context otherwise requires, words in the singular include the plural and vice versa and words importing either gender include both genders.

Reference in the Rules to any statutory provisions are to those provisions as amended, extended or re-enacted from time to time, and include any regulations or other subordinate legislation made under them.

2	GRANT OF OPTIONS

2.1	Grant of Options

The Board may at its discretion, grant to any Eligible Employee an Option or Options at the Option Price over such whole number of Shares and on such terms as it decides.

2.2	Period for granting Options

Options can only be granted within the period of 42 days starting on:

(a)

the day after the day on which the Company makes an announcement of its results for the last preceding financial year, half-year or other period; or

(b)

any day on which the Board resolves that exceptional circumstances exist which justify the grant of Options.

No Option may be granted unless the operation of the Plan is approved in principle by the shareholders of Signet Group plc by 31 December 2008, and the grant of any Incentive Stock Options shall be subject to shareholder approval being received within twelve months after the date the Plan is adopted as provided in Section 422 of the Code.

No Option can be granted after the expiry of the Plan Period.

2.3	Conditions to be satisfied on the exercise of Options

An Option may be granted subject to any conditions as the Remuneration Committee may determine being met before it can be exercised. Such conditions shall be set out in the grant documentation and may be waived in whole or in part if the Remuneration Committee so determines:

2.4	Approvals and consents

The grant of an Option will be subject to obtaining any approval or consent required under any applicable regulations or enactments.

2.5	Manner of grant and payment for Options

An Option will be granted so that it constitutes a binding contract between the Grantor and the Participant. Options will be evidenced by one or more documents (which need not be identical) in such form as the Grantor may from time to time approve. In the event of any conflict between the provisions of the Plan and any such documents, the provisions of the Plan shall prevail. There will be no payment for the grant of an Option.

2.6	Options personal to Participants

An Option is personal to the Participant to whom it is granted. It may not, nor may any rights in respect of it, be transferred, assigned, charged or otherwise disposed of to any Person other than on the death of a Participant, when it may be transmitted to his personal representatives.

2.7	Disclaimer of Options

A Participant may disclaim his Option, in whole or in part, in writing to the Secretary of the Company within 30 days after receipt of any document or documents evidencing the grant. No consideration will be paid for the disclaimer of the Option. To the extent that an Option is disclaimed it will be deemed never to have been granted.

3	OPTION PRICE

3.1	The Remuneration Committee’s decision

The Remuneration Committee will determine the Option Price of an Option which will be stated at the Date of Grant.

3.2	Determining the Option Price

The Option Price shall be the higher of:

(a)

the Market Value rounded up to two decimal places on the Date of Grant, or if the Date of Grant is not a Dealing Day, the Dealing Day immediately preceding the Date of Grant and

(b)

the nominal value of a Share, if the Shares are to be subscribed, but subject to any adjustment under Rule 8.

3.3	Excluded Market Value

The Option Price may not be determined on the basis of the Market Value of a Share on a day which is earlier than the first Dealing Day of the period referred to in Rule 2.2(b).

4	PLAN LIMITS

4.1	Option limit

The maximum number of Shares that may be placed under Options under the Plan is 8,568,841 Shares, being equivalent to approximately 10% of the Company’s issued Shares after listing of the Shares. The maximum number of Shares that may be placed under Incentive Stock Options under the Plan is 8,568,841 Shares.

4.2	The 10% limit over 10 years

The number of Shares which may be allocated, as defined in Rule 4.6, under the Plan on any day cannot, when added to the aggregate of the number of Shares which have been allocated in the previous 10 years under the Plan and any other Employees’ Share Plan adopted by the Company, exceed that number of Shares that represents 10% of the Shares in issue immediately prior to that day.

4.3	The 5% limit over 10 years

The number of Shares which may be allocated, as defined in Rule 4.6, under the Plan on any day shall not, when added to the aggregate of the number of Shares which have been allocated in the previous 10 years under the Plan and any other Discretionary Share Option Plan adopted by the Company, exceed that number of Shares that represents 5% of the Shares in issue immediately prior to that day.

4.4	Individual limits

The maximum aggregate amount payable on exercise of Options granted to any Participant under this Plan, when added to the amount payable under a Discretionary Share Option Plan, during a financial year of the Company shall not exceed such amount as is equal to 400% of his salary; and for the purpose of this Rule:

(a)

a Participant’s salary shall be taken to be his basic salary (excluding benefits in kind and bonuses), expressed as an annual rate, payable by the Participating Companies to him at that time; and

(b)

where payment of remuneration is made otherwise than in sterling, the payment shall be treated as being of the amount of sterling ascertained by applying such rate of exchange published in a national newspaper as the Board shall reasonably determine.

4.5	Exclusions from the limits

In calculating the limits in Rules 4.1 to 4.3, any Shares where the right to acquire them was released or lapsed without being exercised will be disregarded.

4.6	Meaning of allocated

References to “allocated” Shares mean, in the case of any share option plan, the placing of unissued shares under option and, in relation to other types of Employees’ Share Plans, means the issue and allotment of shares.

4.7	Adjustment to Shares to be taken into account

Where Shares which have been issued under the Plan or any other Employees’ Share Plan of the Company are to be taken into account for the purposes of the limits in Rule 4 and a Variation has taken place between the date of issue of those Shares and the date on which the limit is to be calculated, then the number of Shares taken into account for the purposes of the limit will be adjusted in the manner the Remuneration Committee considers appropriate to take account of the Variation.

5	RIGHTS OF EXERCISE AND LAPSE OF OPTIONS

5.1	General rules for exercise

Except as provided in Rule 5.2, an Option:

(a)

cannot be exercised earlier than the third anniversary of the Date of Grant or any later date determined by the Grantor at the Date of Grant;

(b)

may only be exercised by a Participant while he is a director or employee of a Participating Company or of an Associated Company; and

(c)

may only be exercised if any conditions imposed under Rule 2.3, and not waived, have been fulfilled to the satisfaction of the Remuneration Committee, other than following an exchange of options under Rule 6.4.

5.2	Exercise in particular cases

An Option not exercised in accordance with Rule 5.1 may be exercised:

(a)

within the period of one year following the date of death of a Participant;

(b)

within the period of six months following the date on which the Participant ceases to hold an office or employment with a Participating Company or an Associated Company if such cessation is because of:

(i)

ill health;

(ii)

disability;

(iii)

retirement or redundancy;

(iv)

the company which employs him ceasing to be under the Control of the Company or such company ceasing to be an Associated Company; or

(v)

the transfer or sale of the undertaking or part-undertaking in which he is employed to a person who is neither under the Control of the Company nor an Associated Company;

(c)

within any of the periods specified for the exercise of Options in Rules 6.1, 6.2 or 6.3;

(d)

in the period beginning three months before and ending three months after the transfer of a Participant to a country outside the United Kingdom who continues or will continue to hold an office or employment with a Participating Company or an Associated Company as a result of that transfer and will either:

(i)

become subject to income tax on his remuneration in the country to which he is transferred so that he will suffer a tax disadvantage on the exercise of his Option following the transfer; or

(ii)

becomes subject to restrictions on his ability to exercise his Option or to deal in the Shares that may be acquired upon the exercise of that Option because of the securities laws or exchange control laws of the country to which he is transferred.

(e)

within such period following the date on which the Participant ceases to hold an office or employment with a Participating Company or an Associated Company for any reason other than the reasons specified in Rules 5.2(a) or 5.2(b) as may be determined by the Remuneration Committee where it exercises its discretion to permit the exercise of the Option.

5.3	Lapsing of Options

Options will lapse to the extent they have not been exercised on the earliest of:

(a)

the tenth anniversary of the Date of Grant;

(b)

the expiry of any of the periods specified in Rule 5.2(a) and 5.2(b) (except that if at the time any of the applicable periods under Rule 5.2(b) expire, time is running under the period in Rule 5.2(a), the Option will not lapse until the expiry of the period under Rule 5.2(a);

(c)

the expiry of the period determined by the Remuneration Committee in accordance with Rule 5.2(e);

(d)

the expiry of any of the periods specified in Rules 6.1, 6.2 or 6.3 except where an Option is released in consideration of the grant of a New Option (during one of the periods specified in Rules 6.1, 6.2 or 6.3) under Rule 6.4;

(e)

the Participant ceasing to hold an office or employment with a Participating Company or an Associated Company in any circumstances other than:

(i)

for any reason specified in Rules 5.2(a), 5.2(b) or 5.2(e); or

(ii)

for any reason whatsoever during any of the periods specified in Rules 6.1, 6.2 or 6.3;

(f)

the Participant being deprived of the legal or beneficial ownership of the Option by operation of law, or doing or omitting to do anything which causes him to be so deprived or being declared bankrupt; and

(g)

the Participant attempting to breach Rule 2.6,

provided that a Participant on leave of absence will not cease to be in employment until the earlier of the date on which the Participant notifies his employer of his intention not to return to work or the date set by the employer for termination of the employment relationship pursuant to applicable leave of absence policies.

6	TAKEOVERS, RECONSTRUCTIONS AND WINDING UP

6.1	General offer

If any Person obtains Control of the Company as a result of making a general offer to acquire shares in the Company, or having obtained such Control makes such an offer, the Board shall within 7 days of becoming so aware notify every Participant and an Option granted under the Plan may be exercised within one month (or such longer period as the Board may permit) of such notification. For the purposes of this Rule 6.1, a Person shall be deemed to have obtained Control of the Company if he and others acting in concert with him have together obtained Control of it.

6.2	Compulsory acquisition and winding up

If:

(a)

any Person becomes bound or entitled to acquire Shares in the Company under sections 102 or 103 of the Bermuda Companies Act; or

(b)

the Company passes a resolution for voluntary winding up of the Company; or

(c)

an order is made for the compulsory winding up of the Company,

the Board shall forthwith notify every Participant and any Option granted under the Plan may be exercised within one month of such notification, but to the extent that it is not exercised within that period (notwithstanding any other provision of the Plan) lapse on the expiration thereof, except where the Option is released in consideration of the grant of a New Option under Rule 6.4.

6.3	Scheme of arrangement

(a)

If pursuant to a scheme of arrangement between the Company and its shareholders any company obtains control of the Company or if an amalgamation of the Company with another company is adopted, the Options shall, subject to Rule 6.3(b) neither become exercisable nor lapse upon the scheme of arrangement or amalgamation becoming effective.

(b)

The Board may, acting fairly and reasonably, permit Options to become exercisable for such period and on such terms as they determine and they may determine that Options shall lapse at the end of any such period. The Board may also provide that an Option shall lapse on the scheme of arrangement or amalgamation becoming effective.

6.4	Exchange of Options

If any company (“the Acquiring Company”):

(a)

obtains Control of the Company as a result of making a general offer to acquire:

(i)

the whole of the issued common share capital of the Company which is made on condition such that if it is satisfied the Acquiring Company will have Control of the Company; or

(ii)

all the shares in the Company which are of the same class as the Shares,

in either case ignoring any Shares which are already owned by it or a member of the same group of companies; or

(b)

obtains Control of the Company in pursuance of a scheme of arrangement between the Company and its shareholders; or

(c)

becomes entitled to acquire Shares under sections 102 or 103 of the Bermuda Companies Act; or

(d)

obtains Control of the Company as a consequence of an amalgamation of the Company with another company,

any Participant may, at any time within the Appropriate Period, by agreement with the Acquiring Company, release any Option which has not lapsed (“the Old Option”) in consideration of the grant to him of an Option (“the New Option”) which (for the purposes of Part 6 of Schedule 4 to the ITEPA) is equivalent to the Old Option but relates to shares in a different company (whether the Acquiring Company itself or some other company falling within paragraph 16(b) or (c) of Schedule 4 to the ITEPA).

6.5	The New Option

The New Option will not be regarded as equivalent to the Old Option unless such grant satisfies the requirements of § 1.409A-1(b)(5)(v)(D) of the Code (regarding when a grant is not treated as the grant of a new stock right or a change in the form of payment) and as if:

(a)

the reference to Signet Jewelers Limited in the definition of the “Company” in Rule 1.1 were a reference to the different company mentioned in Rule 6.1;

(b)

the proviso to Rule 10.1 and Rule 10.2 were omitted;

(c)

the reference in Rule 5.2(b) to the “Remuneration Committee” were a reference to the “Board”; and

(d)

references in Rules 8.3, 9.4, 9.5 and 9.6 to the “Grantor” were references to the grantor of the New Option.

7	EXERCISE OF OPTIONS

7.1	Exercise in whole or in part

An Option may be exercised in whole or in part.

7.2	Manner of exercise

To exercise an Option, the Participant must deliver at the address specified in the notice of exercise:

(a)

an Option certificate (or other document or documents evidencing grant as appropriate) covering at least all the Shares over which the Option is then to be exercised;

(b)

the notice of exercise in the prescribed form properly completed and signed by the Participant (or by his duly authorised agent); and

(c)

remittance in cleared funds for the Exercise Price for the Shares over which the Option is exercised.

7.3	Option Exercise Date

If any conditions must be fulfilled before an Option may be exercised, the Option will not be validly exercised unless and until the Remuneration Committee is satisfied that those conditions have been fulfilled. Otherwise, the Option Exercise Date will be the date of receipt of the items referred to in Rule 7.2.

7.4	Withholding for tax

It shall be a condition to the obligation of the Company to deliver Shares pursuant to any Option under the Plan that the recipient of such Option pay to the Company (or the Subsidiary or the entity that employs the recipient) such amount as may be required by the Company or such Subsidiary for the purpose of satisfying any liability for any US Federal, state or local taxes of any kind required to be withheld with respect thereto.

Any Option granted under the Plan may require the Company (or the entity that employs the recipient), or permit the recipient of such Option to elect, in accordance with any applicable rules established by the Company, to withhold or to pay all or a part of the amount of such withholding taxes in Shares. Such election may be denied by the Company in its sole discretion, or may be made subject to certain conditions specified by the Board.

The Grantor or the Participant’s employing company may, without the need for any further authority or consent, withhold any amount and make the arrangements it considers necessary to meet any liability of the Participant to taxation or social security contributions in connection with the grant, exercise or cancellation of Options (or otherwise from benefits delivered under the Plan). These arrangements may include the sale of any Shares acquired by a Participant under the Plan on behalf of a Participant.

7.5	Issue of Shares

Options may be satisfied by the Company only by the issue of Shares. Subject to Rule 7.6, Shares will be allotted to a Participant (or his nominee) pursuant to the exercise of an Option within 30 days following the Option Exercise Date.

7.6	Consents

The issue of any Shares under the Plan will be subject to obtaining any necessary approval or consent.

7.7	Ranking of Shares

Shares issued to a Participant under the Plan will rank equally in all respects with the Shares then in issue, except that they shall not rank for any right attaching to them by reference to a record date preceding the Option Exercise Date.

7.8	Listing

If the Shares are listed on the New York Stock Exchange and/or London Stock Exchange, the Company will apply for listing of any Shares issued under the Plan as soon as practicable after their allotment.

8	ADJUSTMENT OF OPTIONS

8.1	Variation of common shares of the Company

If there is a Variation in the common shares of the Company:

(a)

the number and/or the nominal value of Shares over which an Option is granted;

(b)

the Option Price; and

(c)

where an Option has been exercised but on the date of the Variation no Shares have been delivered pursuant to that exercise, the number of Shares which may be delivered and the price at which they may be acquired,

will be adjusted in the manner the Remuneration Committee determines so that (as nearly as may be without involving fractions of a Share or an Option Price calculated to more than two decimal places) the Exercise Price will remain unchanged.

8.2	Nominal value of Shares

Apart from under this Rule 8.2, no adjustment under Rule 8.1 can reduce the Option Price to less than the nominal value of a Share. Any adjustment made to the Option Price of Options over unissued Shares will only be made if and to the extent that the Board is authorised to:

(a)

capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares in respect of which the Option is exercisable exceeds the adjusted Exercise Price; and

(b)

apply that sum in paying up the Shares so that on exercise of the Option the Board will capitalise that sum and apply it in paying up the Shares.

8.3	Notifying Participants of adjustments

The Grantor will take the steps it considers necessary to notify Participants of any adjustment made under Rule 8 and may call in, cancel, endorse, issue or re-issue any certificate as a result of that adjustment.

8.4	Section 409 A compliance

Notwithstanding anything in this Plan to the contrary, no adjustment shall be made under Rules 6 or 8 of the Plan or any other Rule of the Plan to an Option granted to any US Participant if such adjustment would cause the Option to be treated as nonqualified deferred compensation which does not meet the requirements of Section 409A of the Code.

9	ADMINISTRATION

9.1	Notices

Any notice or other communication in connection with the Plan will be in writing and may be given:

(a)

by personal delivery; or

(b)

by sending it by post:

(i)

in the case of a company to its registered office; and

(ii)

in the case of an individual to his last known address, or, where he is a director or employee of a Participating Company or an Associated Company, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment; or

(c)

by sending it by facsimile, email or any form of electronic transfer acceptable to the Grantor to:

(i)

in the case of a company, the facsimile number, email address or other number or address that the company notifies; and

(ii)

in the case of an individual to his last known facsimile number or email address, or where he is a director or employee of a Participating Company or an Associated Company, to his workplace facsimile number or email address.

9.2	When notice is given

Any notice under Rule 9.1 will be given:

(a)

if delivered, at the time of delivery;

(b)

if posted, at 10.00am on the second business day after it was put into the post; or

(c)

if sent by facsimile, email or any other form of electronic transfer at the time of despatch.

In proving service of notice it will be sufficient to prove that delivery was made or that the envelope containing it was properly addressed, prepaid and posted or that the facsimile message, email or other form of electronic transfer was properly addressed and despatched as appropriate.

9.3	Partial exercise of Options

If an Option is exercised in part, the Grantor may call in, endorse or cancel and re-issue, as it considers appropriate, any certificate (or other document or documents evidencing grant as appropriate) for the balance of the Shares over which the Option was granted.

9.4	Replacement option certificates

If any option certificate (or other document or documents evidencing grant as appropriate) is worn out, defaced or lost, it may be replaced on the evidence that the Grantor requires being provided.

9.5	Shares to cover Options

The Grantor will ensure that the Company has sufficient authorised but unissued share capital available to satisfy all outstanding Options.

9.6	Administration of the Scheme

The Plan will be administered by the Board. The Board has full authority, consistent with the Plan, to administer the Plan, including authority to interpret and construe any provision of the Plan and to adopt any regulations for administering the Plan and any documents it thinks necessary or appropriate. The Board’s decision on any matter concerning the Plan will be final and binding on all Participants.

9.7	Costs of introducing and administering the Plan

The costs of introducing and administering the Plan will be borne by the Company. However, the Company may require any Subsidiary of the Company to enter into an agreement which obliges that Subsidiary to reimburse the Company for any costs borne by the Company, directly or indirectly, in respect of the Subsidiary’s officers or employees. The Company may also enter into a similar agreement with any Participating Company or Associated Company which is not a Subsidiary of the Company.

10	AMENDING THE PLAN

10.1	The Board’s power to amend the Plan

Subject to the provisions of Rule 10, the Board can at any time amend any of the provisions of the Plan in any respect.

10.2	Shareholders’ approval

No amendment to the advantage of Participants relating to eligibility, the limits on participation, the overall limits on the issue of Shares, the basis for determining a Participant’s entitlement to Shares and the adjustment of Options, may be made under Rule 10.1 without the prior approval by resolution of the members of the Company in general meeting unless the amendment is:

(a)

minor and to benefit the administration of the Plan;

(b)

to take account of any changes in legislation; or

(c)

to obtain or maintain favourable taxation, exchange control or regulatory treatment for the Company, a Subsidiary of the Company or an Associated Company or any Participant.

10.3	Participants’ Approval

No amendment will be made under Rule 10.1 which would abrogate or adversely affect the subsisting rights of a Participant unless it is made:

(a)

with the written consent of the number of Participants that hold Options under the Plan to acquire 75% of the Shares which would be delivered if all Options granted and subsisting under the Plan were exercised (ignoring any conditions which may be attached to their exercise); or

(b)

by a resolution at a meeting of Participants passed by not less than 75% of the Participants who attend and vote either in person or by proxy,

and for the purpose of this Rule 10.3 the provisions of the bye-laws of the Company relating to shareholder meetings will apply with the necessary changes.

10.4	Notice of amendments

Participants will be given written notice of any amendments to the Plan made under Rule 10.1 as soon as reasonably practicable after they have been made.

10.5	Prohibited amendment

No amendment will be made to the Plan if, as a result of the amendment, it would cease to be an Employees’ Share Plan.

11	GENERAL

11.1	Termination of the Plan

The Plan will terminate at the end of the Plan Period or at any earlier time by the passing of an appropriate resolution by the Board. Termination of the Plan will not affect the subsisting rights of Participants.

11.2	Rights of Participants and Eligible Employees

Nothing in the Plan will give any officer or employee of any Participating Company or Associated Company any right to participate in the Plan. The rights and obligations of any individual under the terms of his office or employment with a Participating Company or Associated Company will not be affected by his participation in the Plan nor any right which he may have to participate under it. A Participant holding an Option will not have any rights of a shareholder of the Company with respect to that Option or the Shares subject to it.

11.3	No rights to compensation or damages

A Participant waives all and any rights to compensation or damages for the termination of his office or employment with a Participating Company or Associated Company for any reason whatsoever insofar as those rights arise or may arise from his ceasing to have rights under or to be entitled to exercise any Option under the Plan as a result of that termination or from the loss or diminution in value of such rights or entitlements. Nothing in the Plan or in any document executed under it will give any Person any right to continue in employment or will affect the right of the Company, any Subsidiary of the Company or any Associated Company to terminate the employment of any Participant without liability at any time, with or without cause, or will impose on the Company, any Participating Company, the Grantor, the Board, the Remuneration Committee or their respective agents and employees any liability in connection with the loss of a Participant’s benefits or rights on the exercise of a discretion under the Plan for any reason as a result of the termination of his employment.

11.4	The Benefits of Rule 11.3 and 11.4

The benefit of Rules 11.3 and 11.4 is given for the Company, for itself and as trustee and agent of all its Subsidiaries, Participating Companies and Associated Companies. The Company will hold the benefit of these Rules on trust and an agent for each of them and may assign the benefit of this Rule 11.5 to any of them.

11.5	Section 16 compliance

If any securities of the Company should become subject to Section 16 of the US Securities Exchange Act 1934, the Company shall take all appropriate action to ensure the US Plan complies with Rule 16b-3 under that Act.

11.6	Bye-laws

Any Shares subscribed on the exercise of Options shall be subject to the bye-laws of the Company.

11.7	Severability

The invalidity or non-enforceability of one or more provisions of the Plan will not affect the validity or enforceability of the other provisions of the Plan.

11.8	Securities laws compliance

No Shares may be issued in connection with the exercise of an Option granted under this Plan unless the Company shall have determined that such issuance is in compliance with, or pursuant to an exemption from, all applicable US Federal and state securities laws.

11.9	Governing Law

These Rules will be governed by and construed in accordance with the laws of New York. All Participants, the Company and any other Participating Company or Associated Company will submit to the jurisdiction of the New York courts in relation to anything arising under the Plan.

12	INCENTIVE STOCK OPTIONS

Incentive Stock Options may be granted only to those Eligible Employees who are employees of the Company or one of its subsidiaries (within the meaning of Section 424(f) of the “Code”) at the date of grant.

The aggregate Market Value (determined as of the time the Option is granted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under all option plans of the Company and of any parent corporation or subsidiary corporation (as defined in Sections 424(e) and (f) of the Code, respectively)) shall not exceed $100,000. For purposes of the preceding sentence, Incentive Stock Options will be taken into account in the order in which they are granted.

The per-share exercise price of an Incentive Stock Option shall not be less than 100% of the fair market value of the Shares on the date of grant, and no Incentive Stock Option may be exercised later than ten years after the date it is granted; provided , however , Incentive Stock Options may not be granted to any Eligible Employee who, at the time of grant, owns stock possessing (after

the application of the attribution rules of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary corporation of the Company, unless the exercise price is fixed at not less than 110% of the fair market value of the Shares on the date of grant and the exercise of such Option is prohibited by its terms after the expiration of five years from the date of grant of such Option.

13	STOCK APPRECIATION RIGHTS

13.1

On the exercise of an Option granted under the Plan, the Board may determine that, in substitution for a Participant’s right to acquire such number of those Shares over which the Option is exercised (but in full and final satisfaction of such right), a trustee shall subscribe for, and direct that the Board shall issue to the Participant, such number of Shares as have a Market Value equal to the Gain on Exercise. The trustee shall be provided with sufficient funds to subscribe for such Shares.

13.2	As soon as reasonably practicable following a determination made pursuant to Rule 13.1, if the Participant has remitted the Exercise Price to the Company, the Company shall return to him the amount so paid.

Exhibit 99.6

LOGO

SIGNET JEWELERS LIMITED

INTERNATIONAL SHARE OPTION PLAN 2008

(Adopted by the Company by Directors Resolution on 9 July 2008)

Herbert Smith LLP

TABLE OF CONTENTS


Rule		Page
1.	DEFINITIONS AND INTERPRETATION	1

2.	GRANT OF OPTIONS	3

3.	OPTION PRICE	4

4.	PLAN LIMITS	5

5.	RIGHTS OF EXERCISE AND LAPSE OF OPTIONS	6

6.	TAKEOVERS, RECONSTRUCTIONS AND WINDING UP	8

7.	EXERCISE OF OPTIONS	10

8.	ADJUSTMENT OF OPTIONS	11

9.	ADMINISTRATION	12

10.	AMENDING THE PLAN	13

11.	GENERAL	14

12.	STOCK APPRECIATION RIGHTS	16

1.	DEFINITIONS AND INTERPRETATION

1.1	Definitions

The words and expressions used in this Plan which begin with capital letters have the following meanings:

“ Appropriate Period ” has the meaning given by paragraph 26 of Schedule 4 to the ITEPA;

“ Associated Company ” means in relation to the Company:

(i)

any company which has Control of the Company; or

(ii)

any company (other than a Participating Company) which is under the Control of any company referred to in (i) above;

“ Bermuda Companies Act ” means the Companies Act 1981 of Bermuda;

“ Board ” means the board of directors for the time being of the Company or a duly authorised committee of it which for the avoidance of doubt may include the Remuneration Committee;

“ Company ” means Signet Jewelers Limited (registered in Bermuda no. 42069);

“ Control ” means the power of a person to secure:

(i)

by means of the holding of shares or the possession of voting power in or in relation to that or any other body corporate; or

(ii)

by virtue of any power conferred by the articles of association, bye-laws or other document regulating that or any other body corporate,

that the affairs of the first mentioned body corporate are conducted in accordance with the wishes of that person;

“ Date of Grant ” means the date on which the Grantor grants an Option under Rule 2.5;

“ Dealing Day ” means any day on which the New York Stock Exchange is open for the transaction of business;

“ Discretionary Share Option Plan ” means a share option plan in which participation is at the discretion of the grantor of options under that plan;

“ Eligible Employee ” means any person whom at the Date of Grant is an employee or director of a Participating Company on terms which, in either case, require him to devote substantially the whole of his working time to his duties as such;

“ Employees’ Share Plan ” means a scheme for encouraging or facilitating the holding of shares or debentures in a company by or for the benefit of:

(i)

the bona fide employees or former employees of the company, the company’s Subsidiary or holding company or a Subsidiary of the company’s holding company; or

(ii)

the wives, husbands, widows, widowers or children or step-children under the age of 18 of such employees or former employees;

“ Exchange Rate ” means, in relation to a currency other than US Dollars on any day, the mid-market rate for the conversion of such currency to US Dollars at close of business as published in the financial press on the relevant date (or, if not published on that date, the last preceding date);

“ Exercise Price ” means the total amount payable on the exercise of an Option, whether in whole or in part, being an amount equal to the relevant Option Price multiplied by the number of Shares in respect of which the Option is exercised;

“ Gain on Exercise ” means the difference between:

(i)

at the discretion of the Board, either:

(a)

the aggregate value (being the price of which a broker could achieve a sale of Shares on the New York Stock Exchange on the date of exercise) of the Shares in respect of which the Option is being exercised; or

(b)

the aggregate Market Value, on the immediately preceding dealing day, of the Shares in respect of which the Option is being exercised; and

(ii)

the aggregate Option Price for the Shares in respect of which the Option is being exercised (and, where the Option Price is expressed in a currency other than US Dollars, such figure shall be converted into US Dollars at the Exchange Rate for the date of exercise);

“ Grantor ” means in relation to an Option, the Person who granted it, which may be the Company or any other Person;

“ ITEPA ” means the Income Tax (Earnings and Pensions) Act 2003;

“ London Stock Exchange ” means the London Stock Exchange Plc or any successor body carrying on the business of the London Stock Exchange;

“ Market Value ” means in relation to a Share on any day its mid-market price on the New York Stock Exchange or on any other recognised stock exchange on which dealings take place;

“New York Stock Exchange” means the New York Stock Exchange or any successor body carrying on the business of the New York Stock Exchange;

“ Option ” means a right to acquire Shares under the Plan which has been granted or is proposed to be granted;

“ Option Exercise Date ” means the date when the exercise of an Option is effective because it complies with Rules 7.2 and 7.3;

“ Option Price ” means the price per share at which a Participant may acquire Shares on the exercise of an Option determined under Rule 3;

“ Participant ” means any Eligible Employee to whom an Option has been granted, or (where the context requires) his personal representatives;

“ Participating Company ” means:

(i)

the Company; and

(ii)

any other company which is under the Control of the Company and is a Subsidiary of the Company (unless otherwise designated by the Board);

“ Person ” means any individual, corporation, partnership, limited liability company, trust or other entity of whatever nature;

“ Plan ” means the International Share Option Plan 2008 in its present form or as for the time being amended in accordance with the Rules;

“ Plan Period ” means the period starting on the date the Plan is adopted by the Company by Board Resolution and ending on the tenth anniversary of that date;

“ Remuneration Committee ” means a duly authorised remuneration committee of the Board all the members of which are non-executive directors;

“ Rules ” means these rules as amended from time to time;

“ Share ” means a fully paid common share in the capital of the Company;

“ Subsidiary ” means a company (A) which is a subsidiary of another company (B) if:

(i)

that other company (B):

(a)

is a member of it and controls the composition of its board of directors; or

(b)

holds more than half in nominal value of its equity share capital; or

(ii)

the first mentioned company (A) is a subsidiary of any company which is that other company’s (B’s) subsidiary; and

“ Variation ” means in relation to the common shares of the Company a capitalisation issue, a rights issue or open offer, a subdivision, a consolidation or reduction or any other variation.

1.2	Interpretation

2.	GRANT OF OPTIONS

2.1	Grant of Options

The Board may at its discretion, grant to any Eligible Employee an Option or Options at the Option Price over such whole number of Shares and on such terms as it decides.

2.2	Period for granting Options

Options can only be granted within the period of 42 days starting on:

(a)

the day after the day on which the Company makes an announcement of its results for the last preceding financial year, half-year or other period; or

(b)

any day on which the Board resolves that exceptional circumstances exist which justify the grant of Options.

No Option may be granted unless the operation of the Plan is approved in principle by the shareholders of Signet Group Plc by 31 December 2008

No Option can be granted after the expiry of the Plan Period.

2.3	Conditions to be satisfied on the exercise of Options

An Option may be granted subject to any conditions the Remuneration Committee may determine being met before it can be exercised. Such conditions shall be set out in the grant documentation and may be waived in whole or in part if the Remuneration Committee so determines.

2.4	Approvals and consents

The grant of an Option will be subject to obtaining any approval or consent required under any applicable regulations or enactments.

2.5	Manner of grant and payment for Options

2.6	Options personal to Participants

2.7	Disclaimer of Options

3.	OPTION PRICE

3.1	The Remuneration Committee’s decision

The Remuneration Committee will determine the Option Price of an Option which will be stated at the Date of Grant.

3.2	Determining the Option Price

The Option Price shall be the higher of:

(a)

the average of the Market Values rounded up to two decimal places on the three Dealing Days immediately preceding the Date of Grant; and

(b)

the nominal value of a Share, if the Shares are to be subscribed, but subject to any adjustment under Rule 8.

3.3	Excluded Market Value

The Option Price may not be determined on the basis of the Market Value of a Share on a day which is earlier than the first Dealing Day of the period referred to in Rule 2.2(a) or (b) as appropriate.

4.	PLAN LIMITS

4.1	The 10% limit over 10 years

The number of Shares which may be allocated, as defined in Rule 4.5, under the Plan on any day cannot, when added to the aggregate of the number of Shares which have been allocated in the previous 10 years under the Plan and any other Employees’ Share Plan adopted by the Company, exceed that number of Shares that represents 10% of the common share capital of the Company in issue immediately prior to that day.

4.2	The 5% limit over 10 years

The number of Shares which may be allocated, as defined in Rule 4.5, under the Plan on any day shall not, when added to the aggregate of the number of Shares which have been allocated in the previous 10 years under the Plan and any other Discretionary Share Option Plan adopted by the Company, exceed that number of Shares that represents 5% of the common share capital of the Company in issue immediately prior to that day.

4.3	Individual limits

The maximum aggregate amount payable on exercise of options granted to any Participant under this Plan, which when added to the amount payable under a Discretionary Share Option Plan, during a financial year of the Company shall not exceed such amount as is equal to 400% of his salary; and for the purpose of this Rule:

(a)

a Participant’s salary shall be taken to be his basic salary (excluding benefits in kind and bonuses), expressed as an annual rate, payable by the Participating Companies to him at that time; and

(b)

4.4	Exclusions from the limits

In calculating the limits in Rules 4.1 and 4.2, any Shares where the right to acquire them was released or lapsed without being exercised will be disregarded.

4.5	Meaning of allocated

4.6	Adjustment to Shares to be taken into account

5.	RIGHTS OF EXERCISE AND LAPSE OF OPTIONS

5.1	General rules for exercise

Except as provided in Rule 5.2, an Option:

(a)

cannot be exercised earlier than the third anniversary of the Date of Grant or any later date determined by the Grantor at the Date of Grant;

(b)

may only be exercised by a Participant while he is a director or employee of a Participating Company or of an Associated Company; and

(c)

5.2	Exercise in particular cases

An Option not exercised in accordance with Rule 5.1 may be exercised:

(a)

within the period of one year following the date of death of a Participant;

(b)

(i)

ill health;

(ii)

disability;

(iii)

retirement or redundancy;

(iv)

the company which employs him ceasing to be under the Control of the Company or such company ceasing to be an Associated Company; or

(v)

the transfer or sale of the undertaking or part-undertaking in which he is employed to a person who is neither under the Control of the Company nor an Associated Company;

(c)

within any of the periods specified for the exercise of Options in Rules 6.1, 6.2 or 6.3;

(d)

(i)

become subject to income tax on his remuneration in the country to which he is transferred so that he will suffer a tax disadvantage on the exercise of his Option following the transfer; or

(ii)

(e)

5.3	Pro Rating

Where an Option becomes exercisable pursuant to Rule 5.2(b) or Rule 5.2(e) above, exercise may only be effected over a proportion of the Shares in respect of which the Option would, but for this Rule 5.3, otherwise have become exercisable (x) calculated as follow:

where:

A is the number of complete calendar months which have elapsed since the Award Date.

Any remainder of the Option shall lapse PROVIDED THAT that the Remuneration Committee may vary or waive any such reduction under this Rule 5.3 to the extent it sees fit.

5.4	Lapsing of Options

Options will lapse to the extent they have not been exercised on the earliest of:

(a)

the tenth anniversary of the Date of Grant;

(b)

(c)

the expiry of the period determined by the Remuneration Committee in accordance with Rule 5.2(e);

(d)

(e)

the Participant ceasing to hold an office or employment with a Participating Company or an Associated Company in any circumstances other than:

(i)

for any reason specified in Rules 5.2(a), 5.2(b) or 5.2(e); or

(ii)

for any reason whatsoever during any of the periods specified in Rules 6.1, 6.2 or 6.3;

(f)

(g)

the Participant attempting to breach Rule 2.6.

6.	TAKEOVERS, RECONSTRUCTIONS AND WINDING UP

6.1	General offer

6.2	Compulsory acquisition and winding up

If:

(a)

any Person becomes bound or entitled to acquire Shares in the Company under sections 102 or 103 of the Bermuda Companies Act; or

(b)

the Company passes a resolution for voluntary winding up of the Company; or

(c)

an order is made for the compulsory winding up of the Company,

6.3	Scheme of arrangement

(a)

(b)

6.4	Exchange of Options

If any company (“the Acquiring Company”):

(a)

obtains Control of the Company as a result of making a general offer to acquire:

(i)

the whole of the issued common share capital of the Company which is made on condition such that if it is satisfied the Acquiring Company will have Control of the Company; or

(ii)

all the shares in the Company which are of the same class as the Shares,

(iii)

in either case ignoring any Shares which are already owned by it or a member of the same group of companies; or

(b)

obtains Control of the Company in pursuance of a scheme of arrangement between the Company and its shareholders; or

(c)

becomes entitled to acquire Shares under sections 102 or 103 of the Bermuda Companies Act; or

(d)

obtains Control of the Company as a consequence of an amalgamation of the Company with another company,

6.5	The New Option

The New Option will not be regarded as equivalent to the Old Option unless the conditions set out in paragraph 27 of Schedule 4 to the ITEPA are satisfied, but so that the provisions of the Plan will for this purpose be construed as if the New Option were an option granted under the Plan at the same time as the Old Option except for the purpose of the definition of “Participating Company”, and as if:

(a)

the reference to Signet Jewelers Limited in the definition of the “Company” in Rule 1.1 were a reference to the different company mentioned in Rule 6.1;

(b)

the proviso to Rule 10.1 and Rule 10.2 were omitted;

(c)

the reference in Rule 5.2(b) to the “Remuneration Committee” were a reference to the “Board”; and

(d)

references in Rules 8.3, 9.4, 9.5 and 9.6 to the “Grantor” were references to the grantor of the New Option.

7.	EXERCISE OF OPTIONS

7.1	Exercise in whole or in part

An Option may be exercised in whole or in part.

7.2	Manner of exercise

To exercise an Option, the Participant must deliver at the address specified in the notice of exercise:

(a)

an option certificate (or other document or documents evidencing grant as appropriate) covering at least all the Shares over which the Option is then to be exercised;

(b)

the notice of exercise in the prescribed form properly completed and signed by the Participant (or by his duly authorised agent); and

(c)

remittance in cleared funds for the Exercise Price for the Shares over which the Option is exercised.

7.3	Option Exercise Date

7.4	Withholding for tax

7.5	Transfer of employer’s National Insurance liability

The Grantor may where permitted by law grant an Option on condition that a Participant shall bear the cost of the employer’s social security liability or secondary Class 1 National Insurance contributions either by:

(a)

agreement that some or all of the employer’s social security liability or National Insurance liability can be recovered from the Participant; or

(b)

entering into a joint election legally to transfer the liability for the social security liability or secondary Class 1 National Insurance to the Participant.

7.6	Issue or transfer of Shares

Subject to Rule 7.7, Shares will be allotted or transferred to a Participant (or his nominee) pursuant to the exercise of an Option within 30 days following the Option Exercise Date.

7.7	Consents

The delivery of any Shares under the Plan will be subject to obtaining any necessary approval or consent.

7.8	Ranking of Shares

Shares acquired by a Participant under the Plan will rank equally in all respects with the Shares then in issue, except that they shall not rank for any right attaching to them by reference to a record date preceding the Option Exercise Date.

7.9	Listing

7.10	Settlement in cash

If a Participant gives a notice of exercise of an Option, and the Board considers that there are exceptional circumstances, a cash sum (subject to any deductions that may be required) may be paid to the Participant in lieu of the Shares in accordance with Rule 7.6. Such cash sum shall be equal in value to the amount by which the value of the Shares for which the notice of exercise was given (calculated as the average of the middle market prices on the London Stock Exchange for the three Dealing Days immediately prior to the date of exercise, or if the Shares are not listed, on such other basis as the Remuneration Committee determines) exceeds the aggregate Option Price for the Shares. If the payment is made pursuant to this Rule 7.10 to a Participant, he shall have no further rights in respect of the Shares for which the notice of exercise was given.

8.	ADJUSTMENT OF OPTIONS

8.1	Variation of the common shares of the Company

If there is a Variation in the common shares of the Company:

(a)

the number and/or the nominal value of Shares over which an Option is granted;

(b)

the Option Price; and

(c)

8.2	Nominal value of Shares

Apart from under this Rule 8.2, no adjustment under Rule 8.1 can reduce the Option Price to less than the nominal value of a Share. Where an Option subsists over both issued and unissued Shares, an adjustment may only be made if the reduction of the Option Price in respect of both the issued and the unissued Shares can be made to the same extent. Any adjustment made to the Option Price of Options over unissued Shares will only be made if and to the extent that the Board is authorised to:

(a)

capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares in respect of which the Option is exercisable exceeds the adjusted Exercise Price; and

(b)

apply that sum in paying up the Shares so that on exercise of the Option the Board will capitalise that sum and apply it in paying up the Shares.

8.3	Notifying Participants of adjustments

9.	ADMINISTRATION

9.1	Notices

Any notice or other communication in connection with the Plan will be in writing and may be given:

(a)

by personal delivery; or

(b)

by sending it by post:

(i)

in the case of a company to its registered office; and

(ii)

(c)

by sending it by facsimile, email or any form of electronic transfer acceptable to the Grantor to:

(i)

in the case of a company, the facsimile number, email address or other number or address that the company notifies; and

(ii)

9.2	When notice is given

Any notice under Rule 9.1 will be given:

(a)

if delivered, at the time of delivery;

(b)

if posted, at 10.00am on the second business day after it was put into the post; or

(c)

if sent by facsimile, email or any other form of electronic transfer at the time of despatch.

9.3	Partial exercise of Options

9.4	Replacement option certificates

If any option certificate (or other document or documents evidencing grant as appropriate) is worn out, defaced or lost, it may be replaced on the evidence that the Grantor requires being provided.

9.5	Shares to cover Options

The Grantor will ensure that sufficient Shares are available to satisfy all outstanding Options.

9.6	Administration of the Scheme

9.7	Costs of introducing and administering the Plan

10.

AMENDING THE PLAN

10.1	The Board’s power to amend the Plan

Subject to the provisions of Rule 10, the Board can at any time amend any of the provisions of the Plan in any respect.

10.2	Shareholders’ approval

(a)

minor and to benefit the administration of the Plan;

(b)

to take account of any changes in legislation; or

(c)

to obtain or maintain favourable taxation, exchange control or regulatory treatment for the Company, a Subsidiary of the Company or an Associated Company or any Participant.

10.3	Participants’ Approval

No amendment will be made under Rule 10.1 which would abrogate or adversely affect the subsisting rights of a Participant unless it is made:

(a)

(b)

by a resolution at a meeting of Participants passed by not less than 75% of the Participants who attend and vote either in person or by proxy,

and for the purpose of this Rule 10.3 the provisions of the bye-laws of the Company relating to shareholder meetings will apply with the necessary changes.

10.4	Eligible Employees outside the United Kingdom

The Board may, in respect of Options granted to Eligible Employees who are or may become subject to taxation outside the United Kingdom on their remuneration, amend the Rules and the Grantor may amend the terms of Options in each case as it considers necessary or desirable to take account of or to mitigate or to comply with relevant overseas taxation, securities or exchange control laws provided that the terms of Options granted to such Eligible Employees are not overall more favourable than the terms of Options granted to other Eligible Employees.

10.5	Notice of amendments

Participants will be given written notice of any amendments to the Plan made under Rule 10.1 as soon as reasonably practicable after they have been made.

10.6	Prohibited amendment

No amendment will be made to the Plan if, as a result of the amendment, it would cease to be an Employees’ Share Plan.

11.

GENERAL

11.1	Termination of the Plan

11.2	The Plan and funding the purchase of Shares

The Company and any Subsidiary of the Company may provide money to the trustees of any trust or any other person to enable them or him to acquire Shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent permitted by any applicable law.

11.3	Rights of Participants and Eligible Employees

11.4	No rights to compensation or damages

11.5	The Benefits of Rule 11.3 and 11.4

11.6	Bye-laws

Any Shares acquired on the exercise of Options shall be subject to the bye-laws of the Company.

11.7	Severability

The invalidity or non-enforceability of one or more provisions of the Plan will not affect the validity or enforceability of the other provisions of the Plan.

11.8	Governing Law

These Rules will be governed by and construed in accordance with the laws of England. All Participants, the Company and any other Participating Company or Associated Company will submit to the jurisdiction of the English courts in relation to anything arising under the Plan.

12.

STOCK APPRECIATION RIGHTS

12.1

On the exercise of an Option granted under the Plan, the Board may determine that, in substitution for a Participant’s right to acquire such number of those Shares over which the Option is exercised (but in full and final satisfaction of such right), a trustee shall acquire or subscribe for (and the trustee shall be provided with sufficient funds to acquire or subscribe for such Shares) such number of Shares as have a Market Value equal to the Gain on Exercise. The Trustee shall transfer, or shall direct that the Board shall issue directly, such Shares to the Participant.

12.2	As soon as reasonably practicable following a determination made pursuant to Rule 13.1, if the Participant has remitted the Exercise Price to the Company, the Company shall return to him the amount so paid.

Exhibit 99.7

LOGO

SIGNET JEWELERS LIMITED

UK APPROVED

SHARE OPTION PLAN 2008

(Adopted by the Company by Directors Resolution on 9 July 2008, as amended

and approved by HMRC on [•] [•] 2008 under reference X102985)

Herbert Smith LLP

TABLE OF CONTENTS


Rule		Page
1.	DEFINITIONS AND INTERPRETATION	1

2.	GRANT OF OPTIONS	4

3.	OPTION PRICE	5

4.	APPROVED PLAN LIMITS	6

5.	RIGHTS OF EXERCISE AND LAPSE OF OPTIONS	7

6.	TAKEOVERS, RECONSTRUCTIONS AND WINDING UP	9

7.	EXERCISE OF OPTIONS	11

8.	ADJUSTMENT OF OPTIONS	12

9.	ADMINISTRATION	13

10.	AMENDING THE APPROVED PLAN	14

11.	GENERAL	15

1.	DEFINITIONS AND INTERPRETATION

1.1	Definitions

The words and expressions used in this Plan which begin with capital letters have the following meanings:

“ Appropriate Period ” has the meaning given by paragraph 26 of Schedule 4 to ITEPA;

“ Approved Plan ” means the UK Approved Share Option Plan 2008 in its present form or as for the time being amended in accordance with the Rules;

“ Approved Plan Period ” means the period starting on the date the Plan is adopted by the Company by Directors Resolution and ending on the tenth anniversary of that date;

“ Associated Company ” means in relation to the Company:

(i)

any company which has Control of the Company; or

(ii)

any company (other than a Constituent Company) which is under the Control of any company referred to in (i) above;

“ Bermuda Companies Act ” means the Companies Act 1981 of Bermuda;

“ Board ” means the board of directors for the time being of the Company or a duly authorised committee of it which for the avoidance of doubt may include the Remuneration Committee;

“ Close Company ” has the meaning given by section 414(1) of the Income and Corporation Taxes Act 1988;

“ Company ” means Signet Jewelers Limited (registered in Bermuda no. 42069);

“ Constituent Company ” means

(i)

the Company; and

(ii)

any other company which is under the Control of the Company and is a Subsidiary of the Company (unless otherwise designated by the Board);

“ Control ” has the meaning given by s719 of ITEPA;

“ Date of Grant ” means the date on which the Grantor grants an Option under Rule 2.5;

“ Dealing Day ” means any day on which the London Stock Exchange is open for the transaction of business;

“ Discretionary Share Option Plan ” means a company share option plan approved under Schedule 4 of ITEPA in which participation is at the discretion of the grantor of options under that plan;

“ Eligible Employee ” means any person whom at the Date of Grant:

(i)

is an employee or director of a Constituent Company on terms which, in either case, require him to devote substantially the whole of his working time to his

duties as such and, in the case of a director, is also full time within the meaning of paragraph 8 of Schedule 4 of ITEPA (i.e. working at least 25 hours per week excluding meal breaks) of a Constituent Company; and

(ii)

does not have, and within the preceding 12 months has not had, a Material Interest in a Close Company which is the Company, a company which has Control of the Company or a Member of a Consortium which owns the Company;

“ Employees’ Share Plan ” means a scheme for encouraging or facilitating the holding of shares or debentures in a company by or for the benefit of:

(i)

the bona fide employees or former employees of the company, the company’s Subsidiary or holding company or a Subsidiary of the company’s holding company; or

(ii)

the wives, husbands, widows, widowers or children or step-children under the age of 18 of such employees or former employees;

“ Grantor ” means, in relation to an Option, the Plan Organiser or any other Person which grants the Option;

“ ITEPA ” means the Income Tax (Earnings and Pensions) Act 2003;

“ London Stock Exchange ” means the London Stock Exchange Limited or any successor body carrying on the business of the London Stock Exchange;

“ Market Value ” means in relation to a Share on any day:

(i)

if the Shares are listed on the London Stock Exchange, its middle market quotation (as derived from the Daily Official List of the London Stock Exchange on that day); or

(ii)

if the Shares are not listed on the London Stock Exchange its market value, determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed in advance with the Shares Valuation Division of HMRC;

“ Material Interest ” has the meaning given by paragraphs 9, 10 and 12 of Schedule 4 of ITEPA;

“ Member of a Consortium ” has the meaning given by paragraph 36 of Schedule 4 of ITEPA;

“ Option ” means a right to acquire Shares under the Approved Plan which has been granted or is proposed to be granted;

“ Option Exercise Date ” means the date when the exercise of an Option is effective because it complies with Rules 7.2 and 7.3;

“ Option Price ” means the price per share at which a Participant may acquire Shares on the exercise of an Option determined under Rule 3;

“ Participant ” means any Eligible Employee to whom an Option has been granted, or (where the context requires) his personal representatives;

“ Person ” means any individual, corporation, partnership, limited liability company, trust or other entity of whatever nature;

“ Plan Organiser ” means, in relation to an Option, the Company;

“ Remuneration Committee ” means a duly authorised remuneration committee of the Board all the members of which are non-executive directors;

“ Redundancy ” as defined by the Employment Rights Act 1996 means namely termination of the Participant’s employment attributable wholly or mainly to the fact that:

(i)

the employer has ceased or intends to cease:

(a)

to carry on the business for the purpose of which the Participant was employed; or

(b)

to carry on that business in the place the Participant was employed; or

(ii)

the requirements of that business:

(a)

for employees to carry out work of a particular kind; or

(b)

to carry out that work in the place where the Participant was employed,

(c)

have ceased or diminished or are expected to cease or diminish;

“ Retirement ” means termination of the Participant’s employment by his or her employer by reason of retirement at or after age 65;

“ Rules ” means these rules as amended from time to time;

“ Share ” means a fully paid common share in the capital of the Company which satisfies Part 4 of Schedule 4 to ITEPA;

“ Subsidiary ” means a company (A) which is a subsidiary of another company (B) if:

(i)

that other company (B):

(a)

is a member of it and controls the composition of its board of directors; or

(b)

holds more than half in nominal value of its equity share capital; or

(ii)

the first mentioned company (A) is a subsidiary of any company which is that other company’s (B’s) subsidiary;

“ Treasury Shares ” the meaning given in section 162A of the UK Companies Act 1985 or the equivalent provision of the Bermuda Companies Act; and

“ Variation ” means in relation to the common shares in the capital of the Company a capitalisation issue, a rights issue or open offer, a subdivision, a consolidation or reduction.

1.2	Interpretation

2.	GRANT OF OPTIONS

2.1	Grant of Options

The Board may at its discretion, grant to any Eligible Employee an Option or Options at the Option Price over such whole number of Shares and on such terms as it decides.

2.2	Period for granting Options

Options can only be granted within the period of 42 days starting on:

(a)

the day on which the Approved Plan is approved by HM Revenue & Customs; and thereafter

(b)

the day after the day on which the Company makes an announcement of its results for the last preceding financial year, half-year or other period; or

(c)

any day on which the Board resolves that exceptional circumstances exist which justify the grant of Options.

No Option may be granted unless the operation of the Plan is approved in principle by the shareholders of Signet Group plc by 31 December 2008.

No Option can be granted after the expiry of the Approved Plan Period.

2.3	Conditions to be satisfied on the exercise of Options

An Option may be granted subject to such conditions as the Remuneration Committee may determine being met before it can be exercised. Such conditions which may be set:

(a)

must be objective and stated in writing at the Date of Grant;

(b)

may not be waived or amended by the Grantor unless:

(i)

an event occurs which causes the Remuneration Committee to consider that a waiver of or amendment to the conditions would be a fairer measure of performance; and

(ii)

the Remuneration Committee reasonably considers that a waiver of or amendment to the conditions would not make the conditions more difficult to satisfy;

(c)

shall be waived on the exercise of an Option pursuant to Rules 5.2(a) or 5.2(b)(i);

(d)

shall be applied on such basis as shall be stated in writing at the Date of Grant on the exercise of an Option pursuant to Rules 5.2(b)(ii) to (iv) and 5.2(d); and

(e)

shall be waived if the Remuneration Committee reasonably and fairly considers that the conditions need no longer be satisfied on the exercise of an Option pursuant to Rule 6, and in default of such determination shall be applied on such basis as shall be stated in writing at the Date of Grant.

2.4	Approvals and consents

The grant of an Option will be subject to obtaining any approval or consent required under any applicable regulations or enactments.

2.5	Manner of grant and payment for Options

An Option will be granted so that it constitutes a binding contract between the Grantor and the Participant. Options will be evidenced by one or more documents (which need not be identical), in such form as the Grantor may from time to time approve, which fully set out the rights of the Grantor and the Participant. In the event of any conflict between the provisions of the Plan and any such documents the provisions of the Plan shall prevail. There will be no payment for the grant of an Option.

2.6	Options personal to Participants

2.7	Disclaimer of Options

3.	OPTION PRICE

3.1	The Remuneration Committee’s decision

The Remuneration Committee will determine the Option Price of an Option which will be stated at the Date of Grant.

3.2	Determining the Option Price

The Option Price shall be the higher of:

(a)

the average of the Market Values rounded up to two decimal places on the three Dealing Days immediately preceding the Date of Grant or the Market Value at any earlier time or times agreed by the Remuneration Committee and HM Revenue & Customs; and

(b)

the nominal value of a Share, if the Shares are to be subscribed, but subject to any adjustment under Rule 8.

3.3	Excluded Market Value

The Option Price may not be determined on the basis of the Market Value of a Share on a day which is earlier than the first Dealing Day of the period referred to in Rule 2.2(a).

4.	APPROVED PLAN LIMITS

4.1	Limit imposed by HM Revenue & Customs

(a)

The total Market Value of the Shares (as calculated under Rule 3.2(a)) which the Eligible Employee could acquire on exercise of the Option; and

(b)

the aggregate market values of the Shares which the Eligible Employee could acquire on the exercise of any option(s) granted under the Approved Plan and any other Discretionary Share Option Plan approved by HM Revenue & Customs and established by the Company or by an Associated Company,

shall not exceed £30,000 or any other HM Revenue & Customs limit applicable for the time being. For the avoidance of doubt, the number of Shares in any Option shall, where necessary, be limited and take effect as that number which ensures that this limit is not exceeded. In determining the limits in this Rule 4.1, no account will be taken of any Shares where the right to acquire them was disclaimed under Rule 2.7 or was released or has lapsed.

4.2	The 10% limit over 10 years

The number of Shares which may be allocated, as defined in Rule 4.5, under the Approved Plan on any day cannot, when added to the aggregate of the number of Shares which have been allocated in the previous 10 years under the Approved Plan and any other Employees’ Share Plan adopted by the Company, exceed that number of Shares that represents 10% of the common share capital of the Company in issue immediately prior to that day.

4.3	The 5% limit over 10 years

The number of Shares which may be allocated, as defined in Rule 4.5, under the Approved Plan on any day shall not, when added to the aggregate of the number of Shares which have been allocated in the previous 10 years under the Approved Plan and any other Discretionary Share Option Plan adopted by the Company, exceed that number of Shares that represents 5% of the common share capital of the Company in issue immediately prior to that day.

4.4	Exclusions from the limits

In calculating the limits in Rules 4.1, 4.2 and 4.3, any Shares where the right to acquire them was released or lapsed without being exercised will be disregarded.

4.5	Meaning of allocated

4.6	Adjustment to Shares to be taken into account

Where Shares which have been issued under the Approved Plan or any other Employees’ Share Plan of the Company are to be taken into account for the purposes of the limits in Rule 4 and a Variation has taken place between the date of issue of those Shares and the date on which the limit is to be calculated, then the number of Shares taken into account for the purposes of the limit will be adjusted in the manner the Remuneration Committee considers appropriate to take account of the Variation.

5.	RIGHTS OF EXERCISE AND LAPSE OF OPTIONS

5.1	General rules for exercise

An option may not be exercised at any time when a Participant has, or within the preceding 12 months has had, a Material Interest in a Close Company which is the Company, any company which has Control of the Company or a Member of a Consortium which owns the Company. Except as provided in Rule 5.2, an Option:

(a)

cannot be exercised earlier than the third anniversary of the Date of Grant or any later date determined by the Grantor at the Date of Grant;

(b)

may only be exercised by a Participant while he is a director or employee of a Constituent Company or of an Associated Company; and

(c)

may only be exercised if any conditions imposed under Rule 2.3 and not waived have been fulfilled to the satisfaction of the Remuneration Committee, other than following an exchange of options under Rule 6.4.

5.2	Exercise in particular cases

An Option not exercised in accordance with Rule 5.1 may be exercised:

(a)

within the period of one year following the date of death of a Participant;

(b)

within the period of six months following the date on which the Participant ceases to hold an office or employment with a Constituent Company or an Associated Company if such cessation is because of:

(i)

injury or disability;

(ii)

Retirement or Redundancy;

(iii)

the company which employs him ceasing to be under the Control of the Company or such company ceasing to be an Associated Company; or

(iv)

the transfer or sale of the undertaking or part-undertaking in which he is employed to a person who is neither under the Control of the Company nor an Associated Company;

(c)

within any of the periods specified for the exercise of Options in Rules 6.1, 6.2 or 6.3;

(d)

in the period beginning three months before and ending three months after the transfer of a Participant to a country outside the United Kingdom who continues or will continue to hold an office or employment with a Constituent Company or an Associated Company as a result of that transfer and will either:

(i)

become subject to income tax on his remuneration in the country to which he is transferred so that he will suffer a tax disadvantage on the exercise of his Option following the transfer; or

(ii)

(e)

within such period following the date on which the Participant ceases to hold an office or employment with a Constituent Company or an Associated Company for any reason other than the reasons specified in Rules 5.2(a) or 5.2(b) as may be determined by the Remuneration Committee where it exercises its discretion to permit the exercise of the Option.

5.3	Extension of period for exercise

If a Participant ceases to hold office or employment in the circumstances referred to in Rule 5.2(b), the Board, acting fairly and reasonably, may extend the period of exercise so that the Option will remain exercisable from the date the Participant ceases to hold office or employment until the later of

(a)

the third anniversary of the Date of Grant; and

(b)

the third anniversary of the last occasion (if any) on which the Participant exercised an Option under a Discretionary Share Option Plan approved by HM Revenue & Customs while holding office or employment with a Participating Company or an Associated Company in circumstances which qualified for relief from income tax.

5.4	Pro Rating

Where an Option becomes exercisable pursuant to Rule 5.2(b) or Rule 5.2(e) above, exercise may only be effected over a proportion of the Shares in respect of which the Option would, but for this Rule 5.4, otherwise have become exercisable (x) calculated as follows:

where:

A is the number of complete calendar months which have elapsed since the Award Date.

Any remainder of the Option shall lapse PROVIDED THAT that the Remuneration Committee, acting fairly and reasonably, may vary or waive any such reduction under this Rule 5.4 to the extent it sees fit.

5.5	Lapsing of Options

Options will lapse to the extent they have not been exercised on the earliest of:

(a)

the tenth anniversary of the Date of Grant;

(b)

(c)

the expiry of the period determined by the Remuneration Committee in accordance with Rule 5.2(e);

(d)

(e)

the Participant ceasing to hold an office or employment with a Constituent Company or an Associated Company in any circumstances other than

(i)

for any reason specified in Rules 5.2(a), 5.2(b) or 5.2(e); or

(ii)

for any reason whatsoever during any of the periods specified in Rules 6.1, 6.2 or 6.3;

(f)

(g)

the Participant attempting to breach Rule 2.6.

6.	TAKEOVERS, RECONSTRUCTIONS AND WINDING UP

6.1	General offer

If any Person obtains Control of the Company as a result of making a general offer to acquire shares in the Company, or having obtained such Control makes such an offer, the Board shall within 7 days of becoming so aware notify every Participant and an Option granted under the Plan may be exercised within one month (or such longer period as the Board, acting fairly and reasonably, may permit) of such notification. For the purposes of this Rule 6.1, a Person shall be deemed to have obtained Control of the Company if he and others acting in concert with him have together obtained Control of it.

6.2	Compulsory acquisition and winding up

If:

(a)

any Person becomes bound or entitled to acquire Shares in the Company under Chapter 3 of Part 28 of the UK Companies Act 2006 or the equivalent provisions of the Bermuda Companies Act; or

(b)

the Company passes a resolution for voluntary winding up of the Company; or

(c)

an order is made for the compulsory winding up of the Company,

6.3	Scheme of arrangement

(a)

If pursuant to a scheme of arrangement between the Company and its shareholders any company obtains control of the Company or if an amalgamation of the Company with another company is adopted, the Options shall, subject to Rule 6.3(b), neither become exercisable nor lapse upon the scheme of arrangement or amalgamation becoming effective.

(b)

The Board may, acting fairly and reasonably, permit Options to become exercisable for such period and on such terms as they determine.

6.4	Exchange of Options

If any company (“the Acquiring Company”):

(a)

obtains Control of the Company as a result of making a general offer to acquire:

(i)

the whole of the issued common share capital of the Company which is made on condition such that if it is satisfied the Acquiring Company will have Control of the Company; or

(ii)

all the shares in the Company which are of the same class as the Shares,

in either case ignoring any Shares which are already owned by it or a member of the same group of companies; or

(b)

obtains Control of the Company in pursuance of a scheme of arrangement between the Company and its shareholders; or

(c)

becomes entitled to acquire Shares under Chapter 3 of Part 28 of the UK Companies Act 2006 or the equivalent provisions of the Bermuda Companies Act; or

(d)

obtains Control of the Company as a consequence of an amalgamation of the Company with another company,

any Participant may, at any time within the Appropriate Period, by agreement with the Acquiring Company, release any Option which has not lapsed (“the Old Option”) in consideration of the grant to him of an Option (“the New Option”) which (for the purposes of Part 6 of Schedule 4 to ITEPA) is equivalent to the Old Option but relates to shares in a different company (whether the Acquiring Company itself or some other company falling within paragraph 16(b) or (c) of Schedule 4 to ITEPA).

6.5	The New Option

The New Option will not be regarded as equivalent to the Old Option unless the conditions set out in paragraph 27 of Schedule 4 to ITEPA are satisfied, but so that the provisions of the Approved Plan will for this purpose be construed as if the New Option were an option granted under the Approved Plan at the same time as the Old Option except for the purpose of the definition of “Constituent Company”, and as if:

(a)

the reference to Signet Jewelers Limited in the definition of the “Company” in Rule 1.1 were a reference to the different company mentioned in Rule 6.1;

(b)

the proviso to Rule 10.1 and Rule 10.2 were omitted;

(c)

the reference in Rule 5.2(b) to the “Remuneration Committee” were a reference to the “Board”; and

(d)

references in Rules 8.3, 9.4, 9.5 and 9.6 to the “Grantor” were references to the grantor of the New Option.

7.	EXERCISE OF OPTIONS

7.1	Exercise in whole or in part

An Option may be exercised in whole or in part.

7.2	Manner of exercise

To exercise an Option, the Participant must deliver at the address specified in the notice of exercise:

(a)

an option certificate (or other document or documents evidencing grant as appropriate) covering at least all the Shares over which the Option is then to be exercised;

(b)

the notice of exercise in the prescribed form properly completed and signed by the Participant (or by his duly authorised agent); and

(c)

remittance in cleared funds for the Exercise Price for the Shares over which the Option is exercised.

7.3	Option Exercise Date

7.4	Withholding for tax

The Grantor or the Participant’s employing company may withhold any amount from the Participant’s salary or other amounts due to the Participant and make the arrangements it considers necessary to meet any liability of the Participant to taxation or social security contributions in connection with the exercise of Options (or otherwise from benefits delivered under the Plan). These arrangements may include the sale of sufficient Shares acquired by a Participant under the Plan on behalf of a Participant to meet such liability.

7.5	Issue or transfer of Shares

Subject to Rule 7.6, Shares will be allotted or transferred to a Participant (or his nominee) pursuant to the exercise of an Option within 30 days following the Option Exercise Date.

7.6	Consents

The delivery of any Shares under the Approved Plan will be subject to obtaining any necessary approval or consent.

7.7	Ranking of Shares

Shares acquired by a Participant under the Approved Plan will rank equally in all respects with the Shares then in issue, except that they shall not rank for any right attaching to them by reference to a record date preceding the Option Exercise Date.

7.8	Listing

If the Shares are listed on the New York Stock Exchange and/or the London Stock Exchange, the Company will apply for listing of any Shares issued under the Approved Plan as soon as practicable after their allotment.

7.9	Treasury Shares

Any requirements under this Rule 7 to issue, allot, transfer or procure the transfer of any Shares may be met by the transfer of Share held as Treasury Shares.

8.	ADJUSTMENT OF OPTIONS

8.1	Variation of common share capital of the Company

If there is a Variation in the common share capital of the Company:

(a)

the number and/or the nominal value of Shares over which an Option is granted;

(b)

the Option Price; and

(c)

will, subject to Rule 8.4, be adjusted in the manner the Remuneration Committee determines so that (as nearly as may be without involving fractions of a Share or an Option Price calculated to more than two decimal places) the Exercise Price will remain unchanged.

8.2	Nominal value of Shares

(a)

capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares in respect of which the Option is exercisable exceeds the adjusted Exercise Price; and

(b)

apply that sum in paying up the Shares so that on exercise of the Option the Board will capitalise that sum and apply it in paying up the Shares.

8.3	Notifying Participants of adjustments

8.4	Prior approval

No adjustment may be effected under this Rule 8 unless it has previously been approved by an officer of Her Majesty’s Revenue & Customs.

9.	ADMINISTRATION

9.1	Notices

Any notice or other communication in connection with the Approved Plan will be in writing and may be given:

(a)

by personal delivery; or

(b)

by sending it by post:

(i)

in the case of a company to its registered office; and

(ii)

in the case of an individual to his last known address, or, where he is a director or employee of a Constituent Company or an Associated Company, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment; or

(c)

by sending it by facsimile, email or any form of electronic transfer acceptable to the Grantor to:

(i)

in the case of a company, the facsimile number, email address or other number or address that the company notifies; and

(ii)

in the case of an individual to his last known facsimile number or email address, or where he is a director or employee of a Constituent Company or an Associated Company, to his workplace facsimile number or email address.

9.2	When notice is given

Any notice under Rule 9.1 will be given:

(a)

if delivered, at the time of delivery;

(b)

if posted, at 10.00am on the second business day after it was put into the post; or

(c)

if sent by facsimile, email or any other form of electronic transfer at the time of despatch.

9.3	Partial exercise of Options

9.4	Replacement option certificates

If any option certificate (or other document or documents evidencing grant as appropriate) is worn out, defaced or lost, it may be replaced on the evidence that the Grantor requires being provided.

9.5	Shares to cover Options

The Grantor will ensure that sufficient Shares are available to satisfy all outstanding Options.

9.6	Administration of the Scheme

The Approved Plan will be administered by the Board. The Board has full authority, consistent with the Approved Plan, to administer the Approved Plan, including authority to interpret and construe any provision of the Approved Plan and to adopt any regulations for administering the Approved Plan and any documents it thinks necessary or appropriate. The Board’s decision on any matter concerning the Approved Plan will be final and binding on all Participants.

9.7	Costs of introducing and administering the Approved Plan

The costs of introducing and administering the Approved Plan will be borne by the Company. However, the Company may require any Subsidiary of the Company to enter into an agreement which obliges that Subsidiary to reimburse the Company for any costs borne by the Company, directly or indirectly, in respect of the Subsidiary’s officers or employees. The Company may also enter into a similar agreement with any Constituent Company or Associated Company which is not a Subsidiary of the Company.

10.

AMENDING THE APPROVED PLAN

10.1	The Board’s power to amend the Approved Plan

Subject to the provisions of Rule 10, the Board can at any time amend any of the provisions of the Approved Plan in any respect.

10.2	Shareholders’ approval

(a)

minor and to benefit the administration of the Approved Plan;

(b)

to take account of any changes in legislation; or

(c)

to obtain or maintain favourable taxation, exchange control or regulatory treatment for the Company, a Subsidiary of the Company or an Associated Company or any Participant.

10.3	Participants’ Approval

No amendment will be made under Rule 10.1 which would abrogate or adversely affect the subsisting rights of a Participant unless it is made:

(a)

with the written consent of the number of Participants that hold Options under the Approved Plan to acquire 75% of the Shares which would be delivered if all Options granted and subsisting under the Approved Plan were exercised (ignoring any conditions which may be attached to their exercise); or

(b)

by a resolution at a meeting of Participants passed by not less than 75% of the Participants who attend and vote either in person or by proxy,

and for the purpose of this Rule 10.3 the provisions of the bye-laws of the Company relating to shareholder meetings will apply with the necessary changes.

10.4	Notice of amendments

Participants will be given written notice of any amendments to the Approved Plan made under Rule 10.1 as soon as reasonably practicable after they have been made.

10.5	Prohibited amendment

No amendment will be made to the Approved Plan if, as a result of the amendment, it would cease to be an Employees’ Share Plan.

10.6	HM Revenue & Customs Approval

While the Approved Plan has been, and is to remain, approved by HM Revenue & Customs no amendment to a key feature of the Approved Plan will have effect until such amendment has been approved by HM Revenue & Customs.

11.

GENERAL

11.1	Termination of the Approved Plan

The Approved Plan will terminate at the end of the Approved Plan Period or at any earlier time by the passing of an appropriate resolution by the Board. Termination of the Approved Plan will not affect the subsisting rights of Participants.

11.2	The Approved Plan and funding the purchase of Shares

The Company and any Subsidiary of the Company may provide money to the trustees of any trust or any other person to enable them or him to acquire Shares to be held for the purposes of the Approved Plan, or enter into any guarantee or indemnity for those purposes, to the extent permitted by any applicable law.

11.3	Rights of Participants and Eligible Employees

Nothing in the Approved Plan will give any officer or employee of any Constituent Company or Associated Company any right to participate in the Approved Plan. The rights and obligations of any individual under the terms of his office or employment with a Constituent Company or Associated Company will not be affected by his participation in the Approved Plan nor any right which he may have to participate under it. A Participant holding an Option will not have any rights of a shareholder of the Company with respect to that Option or the Shares subject to it.

11.4	No rights to compensation or damages

A Participant waives all and any rights to compensation or damages for the termination of his office or employment with a Constituent Company or Associated Company for any reason whatsoever insofar as those rights arise or may arise from his ceasing to have rights under or to be entitled to exercise any Option under the Approved Plan as a result of that termination or from the loss or diminution in value of such rights or entitlements. Nothing in the Approved Plan or in any document executed under it will give any Person any right to continue in employment or will affect the right of the Company, any Subsidiary of the Company or any Associated Company to terminate the employment of any Participant without liability at any time, with or without cause, or will impose on the Company, any Constituent Company, the Grantor, the Board, the Remuneration Committee or their respective agents and employees any liability in connection with the loss of a Participant’s benefits or rights on the exercise of a discretion under the Approved Plan for any reason as a result of the termination of his employment.

11.5	The Benefits of Rule 11.3 and 11.4

The benefit of Rules 11.3 and 11.4 is given for the Company, for itself and as trustee and agent of all its Subsidiaries, Constituent Companies and Associated Companies. The Company will hold the benefit of these Rules on trust and an agent for each of them and may assign the benefit of this Rule 11.5 to any of them.

11.6	Bye-laws

Any Shares acquired on the exercise of Options shall be subject to the bye-laws of the Company.

11.7	Severability

The invalidity or non-enforceability of one or more provisions of the Approved Plan will not affect the validity or enforceability of the other provisions of the Approved Plan.

11.8	Governing Law

These Rules will be governed by and construed in accordance with the laws of England. All Participants, the Company and any other Constituent Company or Associated Company will submit to the jurisdiction of the English courts in relation to anything arising under the Approved Plan.

Exhibit 99.8

LOGO

RULES OF THE

SIGNET GROUP PLC

SHARESAVE SCHEME

Adopted by the Company on 11 June 1998

Approved by the Inland Revenue on 23 September 1998

under reference SRS2164/GRP

and amended by the Company on 8 June 2000 and approved

by the Inland Revenue on 7 June 2000

and amended by the Company on 10 January 2007 and approved

by HMRC on 21 February 2007

and amended by the Company on 6 June 2008 and approved

by HMRC on [ ]

Herbert Smith LLP

CONTENTS


		Page
1.	DEFINITIONS	1

2.	APPLICATION FOR OPTIONS	4

3.	SCALING DOWN	6

4.	GRANT OF OPTIONS	6

5.	NUMBER OF SHARES IN RESPECT OF WHICH OPTIONS MAY BE GRANTED	7

6.	RIGHTS OF EXERCISE AND LAPSE OF OPTIONS	7

7.	TAKEOVER, RECONSTRUCTIONS AND WINDING UP	9

8.	MANNER OF EXERCISE	11

9.	ISSUE OR TRANSFER OF SHARES	11

10.	ADJUSTMENTS	12

11.	ADMINISTRATION	12

12.	ALTERATIONS	13

13.	GENERAL	14

RULES OF THE SIGNET GROUP PLC

SHARESAVE SCHEME

1.	DEFINITIONS

1.1	In this Scheme, the following words and expressions shall have, where the context so admits, the meanings set forth below:

“Appropriate Period” the meaning given by Paragraph 38(3) of Schedule 3 to ITEPA;

“Associated Company” an associated company of the Company within the meaning that expression bears in Paragraph 47 of Schedule 3 to ITEPA;

“Board” the board of directors for the time being of the Company or a duly authorised committee thereof;

“Bonus Date” in relation to any Option granted to a Participant, the earliest time when the Relevant Bonus is payable under the Savings Contract entered into by him;

“Close Company” a close company as defined in Section 414(1) of the Taxes Act as varied by Paragraph 11(4) of Schedule 3 to ITEPA;

“the Company” Signet Group plc (registered no. 477692);

“Control” has the meaning given by section 840 of the Taxes Act;

“Daily Official List” the register of listed securities and the prices of transactions published by the London Stock Exchange;

“Date of Grant” the date on which an Option is granted;

“Date of Invitation” the date on which the Grantor invites applications for Options;

“Dealing Day” any day on which the London Stock Exchange is open for the transaction of business;

“Eligible Employee”

(A)

any individual who at the Date of Invitation:

(1)

is an executive director on terms which require him to devote not less than 25 hours per week (excluding meal breaks) to his duties or an employee of a Participating Company; and

(2)

is chargeable to tax in respect of his office or employment under Section 15 or 21 of ITEPA; and

(3)

has been such an executive director or employee of a Participating Company for such qualifying period (being a period commencing not earlier than 5 years prior to the Date of Grant) as the Board may determine; or

(B)

any other individual who is nominated by the Board as an executive director or employee of a Participating Company (or is nominated as a member of a category of such executive directors and employees),

but in all cases excluding any person who is prohibited from participating by reason of the provisions of Paragraph 11 of Schedule 3 to ITEPA;

“Employees’ Share Scheme” the meaning given by Section 1166 of the Companies Act 2006;

“Exercise Price” the total amount payable in relation to the exercise of an Option, whether in whole or in part, being an amount equal to the relevant Option Price multiplied by the number of Shares in respect of which the Option is exercised;

“Grantor” either:

(A)

the Board with respect to Options granted or to be granted by the Company; or

(B)

the Trustees with respect to Options granted or to be granted by the Trustees;

“Invitation Period” the period of 42 days commencing on any of the following:

(A)

the day immediately following the day on which the Company makes an announcement of its results for the last preceding financial year, half-year or other period;

(B)

the day on which the Board resolves that exceptional circumstances exist which justify the grant of Options;

(C)

any day on which any change to the legislation affecting savings-related share option schemes approved by HMRC under ITEPA is proposed or made; or

(D)

any day on which a new Savings Contract prospectus is announced or takes effect;

“ITEPA” the Income Tax (Earnings and Pensions) Act 2003;

“London Stock Exchange” London Stock Exchange plc;

“Lower Bonus” the Bonus payable at the end of a period of three years from the commencement of a Savings Contract;

“Market Value” in relation to a Share on any day:

(A)

if and so long as the Shares are admitted to listing by the UK Listing Authority and traded on the London Stock Exchange, its middle market quotation (as derived from the Daily Official List);

(B)

subject to (A) above, its market value determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed in advance with Shares and Assets Valuation at HMRC;

“Material Interest” the meaning given by Paragraph 12 of Schedule 3 of ITEPA;

“Maximum Contribution” the lesser of:

(A)

such maximum monthly contribution as may be permitted pursuant to Paragraph 25 of Schedule 3 to ITEPA; or

(C)

such maximum monthly contribution as may be determined from time to time by the Board;

“Member of a Consortium” the meaning given by Paragraph 48(2) of Schedule 3 to ITEPA;

“Monthly Contributions” monthly contributions agreed to be paid by a Participant under his Savings Contract;

“Option” a right to acquire Shares under the Scheme which is either subsisting or is proposed to be granted;

“Option Price” the price per Share, as determined by the Grantor, at which an Eligible Employee may acquire Shares upon the exercise of an Option granted to him being not less than the higher of:

(A)

(B)

if the Shares are to be subscribed, their nominal value,

but subject to any adjustment pursuant to Rule 10;

“Participant” any Eligible Employee to whom an Option has been granted, or (where the context so admits) the personal representative(s) of any such person;

“Participating Company”

(A)

the Company; and

(B)

any other company which is under the Control of the Company, is a Subsidiary of the Company and which has been expressly designated by the Board as being a Participating Company;

“Pensionable Age” age (65) sixty-five;

“Relevant Bonus” the Lower Bonus or the Standard Bonus as determined in accordance with Rule 2.3.3;

“Retirement” termination of the Participant’s employment by his or her employer by reason of retirement;

“Savings Contract” a certified SAYE savings arrangement (within the meaning of Section 703 of the Income Tax (Trading and Other Income) Act 2005) approved by HM Revenue and Customs for the purpose of Schedule 3 to ITEPA;

“Scheme” the Signet Group plc Sharesave Scheme in its present form or as from time to time amended in accordance with the provisions hereof;

“Share” an ordinary share in the capital of the Company which satisfies the conditions specified in Paragraphs 18 to 22 of Schedule 3 to ITEPA;

“Standard Bonus” the Bonus payable at the end of a period of five years from the commencement of a Savings Contract;

“Subsidiary” the meaning given by Section 1159 of the Companies Act 2006;

“Taxes Act” the Income and Corporation Taxes Act 1988;

“Trustees” the trustee or trustees for the time being of any employee benefit trust established for the benefit of beneficiaries including all or substantially all of the Eligible Employees; and

“UK Listing Authority” means the Financial Services Authority as the competent authority for listing in the United Kingdom under Part VI of the Financial Services and Markets Act 2000.

1.2	Words and expressions not otherwise defined herein have the same meaning they have in ITEPA.

1.3	Where the context so admits or requires words importing the singular shall include the plural and vice versa and words importing the masculine shall include the feminine.

1.4

1.5	The headings in the rules of the Scheme are for the sake of convenience only and should be ignored when construing the rules.

1.6	Any reference to writing or written form shall include any legible format capable of being reproduced on paper, irrespective of the medium used.

2.	APPLICATION FOR OPTIONS

2.1

The Grantor may, (but in the case of the Grantor being the Trustees only with the prior written approval of the Board), during any Invitation Period, invite applications for Options at the Option Price from Eligible Employees. Invitations may be made by letter, poster, circular, advertisement, electronically, or by any other written means or combination of means determined by the Board and shall include details of:

2.1.1

eligibility;

2.1.2

either the Option Price or the basis for determining the Option Price (such basis being consistent with the definition of “Option Price”);

2.1.3

the date by which applications made pursuant to Rule 2.3 must be received, (being neither earlier than 14 days nor later than 25 days after the Date of Invitation); and

2.1.4

whether, for the purposes of determining the number of Shares over which an Option is to be granted, Eligible Employees may elect for the repayment under the Savings Contract to be taken:

2.1.4.1

as including the Standard Bonus, and/or

2.1.4.2

as including the Lower Bonus, or

2.1.4.3

as not including a bonus,

and the Grantor may determine and include in the invitation details of the maximum number of Shares over which Options are to be granted pursuant to invitations issued on that occasion.

2.2	Each application for an Option must incorporate or be accompanied by a proposal for a Savings Contract.

2.3	An application for an Option shall be in such form as the Board may from time to time prescribe save that it shall provide for the applicant to state:

2.3.1

2.3.2

that his proposed Monthly Contributions (when taken together with any Monthly Contribution he makes under any other Savings Contract) will not exceed the Maximum Contribution;

2.3.3

2.4	Each application for an Option shall provide that, in the event of excess applications, each application shall be deemed to have been modified or withdrawn in accordance with the steps taken by the Grantor to scale down applications pursuant to Rule 3.

2.5	Proposals for a Savings Contract shall be limited to such bank, building society or other person specified in Section 704 of the Income Tax (Trading and Other Income) Act 2005, as the Board may designate.

2.6	Each application shall be deemed to be for an Option over the largest whole number of Shares which can be acquired at the Option Price with the expected repayment (including where the Board so allows any Relevant Bonus) under the related Savings Contract at the appropriate Bonus Date.

2.7	The grant and the exercise of an Option shall be subject to obtaining any approval or consent required under any applicable laws, regulations of governmental authority and the requirements of the London Stock Exchange and any other securities exchange on which the Shares are traded.

3.	SCALING DOWN

3.1

3.1.1

3.1.2

3.1.3

by reducing the proposed Monthly Contributions pro rata to the excess over £5 and then, so far as necessary selecting by lot.

3.2

3.3	If the Board so determines, the provisions in Rule 3.1.1, 3.1.2 and 3.1.3 may be modified or applied in any manner as may be agreed in advance with HMRC.

3.4	If in applying the scaling down provisions contained in this Rule 3, Options cannot be granted within the 30 day period referred to in Rule 4.2 below, the Grantor may extend that period by 12 days regardless of the expiry of the relevant Grant Period.

4.	GRANT OF OPTIONS

4.1	No Option shall be granted to any person if:

4.1.1

at the Date of Grant that person shall have ceased to be an Eligible Employee; or

4.1.2

that person has or has had at any time within the 12 month period preceding the Date of Grant a Material Interest in the issued ordinary share capital of a Close Company which is the Company or a company which has Control of the Company or is a Member of a Consortium which owns the Company.

4.2

4.3

4.4	Except as otherwise provided in these Rules, every Option shall be personal to the Participant to whom it is granted and shall not be transferable.

4.5	No amount shall be paid in respect of the grant of an Option.

5.	NUMBER OF SHARES IN RESPECT OF WHICH OPTIONS MAY BE GRANTED

5.1

The number of Shares which may be allocated under the Scheme on any day shall not, when added to the aggregate of the number of Shares which have been allocated in the previous 10 years under the Scheme and under any other Employees’ Share Scheme adopted by the Company or any Subsidiary, exceed such number as represents 10 percent-of the ordinary share capital of the Company in issue immediately prior to that day.

5.2

5.3	References in this Rule to the “allocation” of Shares shall mean, in the case of any share option scheme, the placing of unissued shares under option and, in relation to other types of Employees’ Share Scheme, shall mean the issue and allotment of shares.

5.4	References to the issue and allotment of Shares shall include the transfer of Shares from treasury, but only until such time as the guidelines issued by institutional investor bodies cease to provide that they need to be so included.

6.	RIGHTS OF EXERCISE AND LAPSE OF OPTIONS

6.1

6.1.1

Save as provided in Rules 6.2, 6.3, 6.4 and 7, an Option may not be exercised earlier than the Bonus Date under the relevant Savings Contract.

6.1.2

Save as provided in Rule 6.2, an Option shall not be exercisable later than 6 months after the Bonus Date under the relevant Savings Contract.

6.1.3

Save as provided in Rules 6.2, 6.3 and 7, an Option may only be exercised by a Participant whilst he is a director or employee of a Participating Company or an Associated Company.

6.1.4

If, at the Bonus Date, a Participant holds an office or employment in a company which is not a Participating Company but which is an Associated Company or a company over which the Company has Control, such Option may be exercised within six months of the Bonus Date.

6.1.5

An Option may not be exercised by a Participant if he has or has had at any time within the 12 month period preceding the date of exercise a Material Interest in the issued ordinary share capital of a Close Company which is the Company or a company which has Control of the Company or is a Member of a Consortium which owns the Company, nor may an Option be exercised by the personal representatives of the Participant if the Participant had such a Material Interest at the date of his death.

6.2	An Option may be exercised by the personal representatives of a deceased Participant:

6.2.1

within 12 months following the date of his death if such death occurs before the Bonus Date; or

6.2.2

within 12 months following the Bonus Date in the event of his death within 6 months after the Bonus Date.

6.3	¹ Subject to Rule 6.1.2 an Option may be exercised by a Participant within 6 months following his ceasing to hold the office or employment by virtue of which he is eligible to participate in the Scheme by reason of:

6.3.1

6.3.2

his office or employment being in a company of which the Company ceases to have Control; or

6.3.3

the transfer or sale of the undertaking or part-undertaking in which he is employed to a person who is neither an Associated Company nor a company under the Control of the Company; or

6.3.4

Retirement (other than at Pensionable Age or any age at which he is bound to retire), if such cessation of office or employment is more than 3 years after the Date of Grant of the Option; or

6.3.5

cessation of employment in circumstances other than those mentioned in 6.3.1 to 6.3.4 above, after the Bonus Date.

6.4	Subject to Rule 6.1.2 an Option may be exercised by a Participant within 6 months following the date he reaches Pensionable Age if he continues after that date to hold the office or employment by virtue of which he is eligible to participate in the Scheme.

6.5	No person shall be treated for the purposes of Rule 6.3 as ceasing to hold an office or employment by virtue of which that person is eligible to participate in the Scheme until that person ceases to hold any office or employment in the Company or any Associated Company.

¹	This rule amended for options granted after HMRC approval given on 21 February 2007

6.6	Options shall lapse upon the occurrence of the earliest of the following events:

6.6.1

subject to 6.6.2 below, 6 months after the Bonus Date;

6.6.2

where the Participant dies before the Bonus Date, 12 months after the date of death, and where the Participant dies in the period of 6 months after the Bonus Date, 12 months after the Bonus Date;

6.6.3

the expiry of any of the 6 month periods specified in Rule 6.3.1 to 6.3.4 save that if at the time any such applicable periods expire time is running under the 12 month periods specified in Rule 6.2, the Option shall not lapse by reason of this sub-rule 6.6.3 until the expiry of the relevant 12 month period in Rule 6.2;

6.6.4

6.6.5

the Participant ceasing to hold an office or employment with the Company or any Associated Company in any circumstances other than:

6.6.5.1

where the cessation of office or employment arises on any of the grounds specified in Rules 6.2 or 6.3; or

6.6.5.2

6.6.6

the passing of an effective resolution, or the making of an order by the Court, for the winding-up of the Company;

6.6.7

6.6.8

7.	TAKEOVER, RECONSTRUCTIONS AND WINDING UP

7.1	Subject to Rule 7.3 below, if any person obtains Control of the Company as a result of making, either:

7.1.1

a general offer to acquire the whole of the issued ordinary share capital of the Company (which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company); or

7.1.2

a general offer to acquire all the shares in the Company which are of the same class as the Shares,

an Option may be exercised within 6 months of the time when the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied.

7.2	For the purpose of Rule 7.1 a person shall be deemed to have obtained Control of the Company if he and others acting in concert (as defined by the City Code on Takeovers and Mergers) with him have together obtained Control of it.

7.3	If any person becomes bound or entitled to acquire Shares under sections 979 to 982 of the Companies Act 2006, an Option may be exercised during the period of one month from the date on which that person first became so bound or entitled.

7.4

If under section 425 of the Companies Act 1985 it is proposed that the Court sanctions a compromise or arrangement proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies or if the Company passes a resolution for the voluntary winding up of the Company, the Company shall give notice thereof to all Participants and the Participant may then exercise the Option within one month from the date of such notice and thereafter the Option shall lapse. After exercising the Option the Participant shall transfer or otherwise deal with the Shares issued to him so as to place him in the same position (so far as possible) as would have been the case if such shares had been subject to such compromise or arrangement.

7.5

7.6	The New Option shall not be regarded for the purposes of Rule 7.5 as equivalent to the Old Option unless the conditions set out in Paragraph 39(4) of Schedule 3 to ITEPA are satisfied. Where the provisions of Rule 7.5 apply the provisions of the Scheme shall for this purpose be construed as if:

7.6.1

the New Option were an option granted under the Scheme at the same time as the Old Option;

7.6.2

except for the purpose of the definition of “Participating Company” in Rule 1, the reference to Signet Group plc in the definition of “the Company” in Rule 1 were a reference to the different company mentioned in Rule 7.6; and

7.6.3

Rule 12.2 were omitted.

8.	MANNER OF EXERCISE

8.1

8.2

8.3	The effective date of exercise shall be the date of delivery of the notice of exercise together with any remittance or authority referred to in Rule 8.2. For the purposes of this Scheme a notice of exercise shall be deemed to be delivered when it is received by the Company.

9.	ISSUE OR TRANSFER OF SHARES

9.1	Subject to Rule 9.3, Shares to be issued pursuant to the exercise of an Option shall be allotted to the Participant (or his nominee) within 30 days following the date of effective exercise of the Option.

9.2	Subject to Rule 9.4, the Grantor shall procure the transfer of any Shares to be transferred to a Participant (or his nominee) pursuant to the exercise of an Option within 30 days following the date of effective exercise of the Option.

9.3	The allotment or transfer of any Shares under the Scheme shall be subject to obtaining any such approval or consent as is mentioned in Rule 2.7 above.

9.4	Shares issued pursuant to the Scheme shall rank pari passu in all respects with the Shares then in issue, except that they shall not rank for any rights attaching to Shares by reference to a record date preceding the date of allotment.

9.5	Shares transferred pursuant to the Scheme shall not be entitled to any rights attaching to Shares by reference to a record date preceding the date of transfer.

9.6

If and so long as the Shares are admitted to listing by the UK Listing Authority and traded on the London Stock Exchange or are admitted to trading on any stock exchange, stock market or other recognised exchange (the “Relevant Exchange”), the Company shall apply for any Shares issued pursuant to the Scheme to be admitted to listing by the UK Listing Authority, or to be listed or traded on the Relevant Exchange, as soon as practicable after the allotment thereof.

10.

ADJUSTMENTS

10.1

10.2

10.3	The Grantor may take such steps as it may consider necessary to notify Participants of any adjustment made under this Rule 10 and to call in, cancel, endorse, issue or reissue any option certificate consequent upon such adjustment.

11.

ADMINISTRATION

11.1

Any notice or other communication under or in connection with the Scheme may be given by personal delivery or by sending the same by post, in the case of a company to its registered office and in the case of an individual to his last known address or, where he is a director or employee of a Participating Company or an Associated Company, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment, and where a notice or other communication is given by first-class post, it shall be deemed to have been received 72 hours after it was put into the post properly addressed and stamped.

11.2	The Company may distribute to Participants copies of any notice or document normally sent by the Company to the holders of Shares.

11.3	If any option certificate shall be worn out, defaced or lost, it may be replaced on such evidence being provided as the Board may require

11.4	The Company shall at all times keep available for allotment unissued Shares at least sufficient to satisfy all Options under which Shares may be subscribed or the Grantor shall procure that sufficient Shares are available for transfer to satisfy all Options under which Shares may be acquired.

11.5	The decision of the Board in any dispute relating to an Option or the due exercise thereof or any other matter in respect of the Scheme shall be final and conclusive.

11.6	The costs of introducing and administering the Scheme shall be borne by the Company.

11.7

12.

ALTERATIONS

12.1

12.2	Subject to Rule 12.3 no alteration or addition to the advantage of Participants or employees shall be made under Rule 12.1 without the prior approval by ordinary resolution of the members of the Company in general meeting.

12.3

12.4	No alteration or addition shall be made under Rule 12.1 which would abrogate or adversely affect the subsisting rights of a Participant, unless it is made:

12.4.1

12.4.2

by a resolution at a meeting of Participants passed by not less than 75 per cent. of the Participants who attend and vote either in person or by proxy, and for the purposes of this Rule 12.4 the provisions of the Articles of Association of the Company relating to shareholder meetings shall apply mutatis mutandis.

12.5	As soon as reasonably practicable after making any alteration or addition under Rule 12.1, the Board shall give written notice thereof to any Participant affected thereby.

12.6	No alteration shall be made to the Scheme if following the alteration the Scheme would cease to be an Employees’ Share Scheme.

13.

GENERAL

13.1	The Scheme shall terminate on 11 June 2018 or at any earlier time by the passing of a resolution by the Board or an ordinary resolution of the Company in general meeting. Termination of the Scheme shall be without prejudice to the subsisting rights of Participants.

13.2

The Company and any Subsidiary of the Company may provide money to the trustee of any trust or any other person to enable them or him to acquire Shares to be held for the purposes of the Scheme, or enter into any guarantee or indemnity for those purposes, to the extent permitted by section 153 of the Companies Act 1985, provided that any trust deed to be used for this purpose shall, at the time when the Scheme is approved by HMRC under Schedule 3 to ITEPA, have previously been submitted to HMRC. In addition, the Company may require any Subsidiary to enter into such other agreement or agreements as it shall deem necessary to oblige such Subsidiary to reimburse the Company for any other amounts paid by the Company hereunder, directly or indirectly in respect of such Subsidiary’s employees. Nothing in the Scheme shall be deemed to give any employee of any Participating Company any right to Participate in the Scheme.

13.3

The rights and obligations of any individual under the terms of his office or employment with a Participating Company or Associated Company shall not be affected by his participation in the Scheme or any right which he may have to participate therein, and an individual who participates therein shall waive all and any rights to compensation or damages in consequence of the termination of his office or employment with any such company for any reason whatsoever, whether lawfully or otherwise, insofar as those rights arise or may arise from his ceasing to have rights under or be entitled to exercise any Option under the Scheme as a result of such termination or from the loss or diminution in value of such rights or entitlements, including by reason of the operation of the terms of the Scheme or the provisions of any statute or law relating to taxation.

13.4	Benefits under the Scheme shall not form part of a Participant’s remuneration for any purpose and shall not be pensionable.

13.5

By participating in the Scheme, the Participant consents to the collection, processing, transmission and storage by the Company, in any form whatsoever, of any data of a professional or personal nature which is necessary for the purposes of introducing and administering the Scheme. The Company may share such information with any Participating Company or Associated Company, the Trustees, its registrars, brokers, other third party administrator or any person who obtains Control of the Company or acquires the company, undertaking or part-undertaking which employs the Participant, whether within or outside of the European Economic Area.

13.6	These Rules shall be governed by and construed in accordance with the laws of England and the English courts shall have exclusive jurisdiction to determine any dispute which may arise out of, or in connection with, the Scheme.

Exhibit 99.9

RULES OF THE

SIGNET GROUP PLC

SHARESAVE SCHEME

(THE REPUBLIC OF IRELAND)

(Amended by the Company on 8 June 2000

and amended by the Company on [ ])

Herbert Smith LLP

CONTENTS


1.	DEFINITIONS	1

2.	APPLICATION FOR OPTIONS	4

3.	SCALING DOWN	6

4.	GRANT OF OPTIONS	7

5.	NUMBER OF SHARES IN RESPECT OF WHICH OPTIONS MAY BE GRANTED	7

6.	RIGHTS OF EXERCISE AND LAPSE OF OPTIONS	7

7.	TAKEOVER, RECONSTRUCTIONS AND WINDING UP	10

8.	MANNER OF EXERCISE	11

9.	ISSUE OR TRANSFER OF SHARES	11

10.	ADJUSTMENTS	12

11.	ADMINISTRATION	12

12.	ALTERATIONS	13

13.	GENERAL	14

RULES OF THE SIGNET GROUP PLC

SHARESAVE SCHEME (THE REPUBLIC OF IRELAND)

1.	DEFINITIONS

1.1	In this Scheme, the following words and expressions shall have, where the context so admits, the meanings set forth below:-

“Associated Company” in relation to the Company:-

(A)

any company which has Control of the Company;

(B)

any company which is under the Control of the Company or is under the control of any company referred to in (A) above;

“Board” the board of directors for the time being of the Company or a duly authorised committee thereof;

“Bonus Date” in relation to any Option granted to a Participant, the earliest time when a bonus would have been payable to him had he entered into a Savings Contract of the same length as the Contractual Savings Contract actually entered into by him;

“Close Company” a close company as defined in section 414(1) of the Taxes Act, as varied by Paragraph 11(4) of Schedule 3 to ITEPA;

“the Company” Signet Group plc (registered no. 477692);

“Contractual Savings Contract” a savings contract entered into under a Contractual Savings Scheme.

“Contractual Savings Scheme” the arrangement specified for the time being by the Board under which Savings Contributions are made by a Participant in accordance with the Scheme;

“Control” has the meaning given by section 840 of the Taxes Act;

“Daily Official List” the register of listed securities and the prices of transactions published by the London Stock Exchange;

“Date of Grant” the date on which an Option is granted;

“Date of Invitation” the date on which the Grantor invites applications for Options;

“Dealing Day” any day on which the London Stock Exchange is open for the transaction of business;

“Eligible Employee”

(A)

any individual (including a director) who at the Date of Invitation:-

(1)

is in the employment of a Participating Company; and

(2)

has been such director or employee of a Participating Company for such qualifying period (being a period commencing not earlier than 5 years prior to the Date of Grant) as the Board may determine; and

(3)

is not eligible to participate in the Signet Group plc Sharesave Scheme; or

(B)

“Employees’ Share Scheme” the meaning given by Section 1166 of the Companies Act 2006;

“Exchange Rate” the average of spot buying and selling rates which are applicable at the start and close of a business day between those currencies quoted in London for comparable amounts by a clearing bank designated by the Board;

“Exercise Notice” the meaning given to that expression in Rule 6.9;

“Grantor” either:-

(A)

the Board with respect to Options granted or to be granted by the Company; or

(B)

the Trustees with respect to Options granted or to be granted by the Trustees;

“Invitation Period” the period of 42 days commencing on any of the following:

(A)

the day immediately following the day on which the Company makes an announcement of its results for the last preceding financial year, half-year or other period; or

(B)

the day on which the Board resolves that exceptional circumstances exist which justify the grant of Options.

“ITEPA” the Income Tax (Earnings and Pensions) Act 2003;

“London Stock Exchange” London Stock Exchange plc;

“Maximum Contribution” such maximum monthly contribution as may be determined from time to time by the Board;

“Member of a Consortium” the meaning given by Paragraph 48(2) of Schedule 3 to ITEPA;

“Minimum Savings Contribution” the minimum monthly savings amount specified in the invitation under Rule 2.1;

“Notional Bonus” an amount equivalent to the bonus payable in respect of a Savings Contract of the same length;

“Option” a right to acquire Shares under the Scheme which is either subsisting or is proposed to be granted;

“Option Price” the price for the acquisition of a Share expressed in £Sterling, as determined by the Grantor, at which an Eligible Employee may acquire Shares upon the exercise of an Option granted to him being not less than the higher of:

(A)

an amount equal to 80 per cent. of the middle market quotation of a Share on the Dealing Day immediately preceding the Date of Invitation (or, if the Grantor so determines, 80 per cent. of the average of the middle market quotations on the three Dealing Days immediately preceding the Date of Invitation; and

(B)

if the Shares are to be subscribed, their nominal value;

but subject to any adjustment pursuant to Rule 10;

“Participant” any Eligible Employee to whom an Option has been granted, or (where the context so admits) the personal representative(s) of any such person;

“Participating Company” any company which is under the Control of the Company, is a Subsidiary of the Company and which has been expressly designated by the Board as being a Participating Company;

“Pensionable Age” age (65) sixty-five;

“Redundancy” redundancy within the meaning of the Redundancy Payments Acts 1967 to 1991 of the Republic of Ireland;

“Savings Contract” a certified SAYE savings arrangement (within the meaning of Section 703 of the Income Tax (Trading and Other Income) Act 2005 approved by HM Revenue & Customs for the purpose of Schedule 3 to ITEPA;

“Savings Contribution” the amount in euros payable per month by a Participant by way of contributions under a Contractual Savings Contract in respect of any Option which amount shall normally be paid by means of periodic deductions from the Participant’s remuneration by the Participating Company by which he is employed and shall, subject to any contrary provision in the Contractual Savings Contract be an integral multiple of and shall be not less than the Minimum Savings Contribution;

“Scheme” the Signet Group plc Sharesave Scheme (Republic of Ireland) in its present form or as from time to time amended in accordance with the provisions hereof;

“Share” a share in the capital of the Company;

“Subsidiary” the meaning given by Section 1159 of the Companies Act 2006;

“Taxes Act” the Income and Corporation Taxes Act 1988;

“Trustees” the trustee or trustees for the time being of any employee benefit trust established for the benefit of beneficiaries including all or substantially all of the Eligible Employees;

“UK Listing Authority” means the Financial Services Authority as the competent authority for listing in the United Kingdom under Part VI of the Financial Services and Markets Act 2000; and

“Withdrawal Notice” the meaning given to that expression by Rule 6.9.

1.2	Words and expressions not otherwise defined herein have the same meaning they have in the Taxes Act.

1.3	Where the context so admits or requires words importing the singular shall include the plural and vice versa and words importing the masculine shall include the feminine.

1.4	The headings in the rules of the Scheme are for the sake of convenience only and should be ignored when construing the rules.

1.5

Any reference to a statute (or a particular Chapter, part or Section thereof) shall be a reference to the statute in force for Great Britain and Northern Ireland (unless otherwise stated) and shall include any statutory modification or re-enactment thereof for the time being in force and any regulations made thereunder.

1.6	Any reference to writing or written form shall include any legible format capable of being reproduced on paper, irrespective of the medium used.

2.	APPLICATION FOR OPTIONS

2.1

2.1.1

eligibility;

2.1.2

either the Option Price or the basis for determining the Option Price (such basis being consistent with the definition of “Option Price”);

2.1.3

the date by which applications made pursuant to Rule 2.3 must be received, (being neither earlier than 14 days nor later than 25 days after the Date of Invitation);

2.1.4

the length of the Contractual Savings Contract that the Eligible Employee may enter into;

2.1.5

the maximum aggregate Savings Contribution permitted under Rule 2.8 and the Minimum Savings Contribution in euros;

2.1.6

the Exchange Rate between £Sterling and euros to be applied to calculate the number of Shares to be placed under Option in accordance with this Rule 2;

2.1.7

the amount of the Notional Bonus to be applied to calculate the number of Shares to be placed under Option in accordance with this Rule 2; and

2.1.8

the Grantor may determine and include in the invitation, details of the maximum number of Shares over which Options are to be granted pursuant to invitations issued on that occasion.

2.2	Each application for an Option must incorporate or be accompanied by a proposal for a Contractual Savings Contract.

2.3	Subject to Rule 2.9 below following any notice to an Eligible Employee by the Grantor pursuant to Rule 2.1 above:-

2.3.1

he may apply for an Option by completing and returning an application in such form (not inconsistent with the provisions of the Scheme) as the Grantor may from time to time determine which shall specify the Savings Contributions which he wishes to pay and authorise the deduction of the Savings Contribution for his remuneration. It must be accompanied by a form of application concerning his entry into a Contractual Savings Contract, such form to be in terms acceptable to the body administering the Contractual Savings Contract; and

2.3.2

within thirty days following the first of the dealing days referred to in the definition of Option Price in Rule 1.1 (unless the provisions of Rule 3 apply) the Grantor shall, in respect of each person who has made a valid application, grant an Option over the number of Shares the aggregate of the Option Prices of which, based on the exchange rate referred to in Rule 2.1.6, is as nearly as possible equal to; but not in excess of, an amount equal to (i) the expected repayment under the related Contractual Savings Contract (excluding any interest payment due on such savings) based on the amount of the Savings Contribution specified by such person in the application referred to in sub-paragraph 2.3.1 above and (ii) the applicable Notional Bonus.

2.4	Each application for an Option shall provide that, in the event of excess applications, each application shall be deemed to have been modified or withdrawn in accordance with the steps taken by the Grantor to scale down applications pursuant to Rule 3.

2.5	Proposals for a Contractual Savings Contract shall be limited to such bank or building society or other appropriate savings carrier as the Board may designate.

2.6	Each application shall be deemed to be for an Option over the largest whole number of Shares which can be acquired at the Option Price with the expected repayment (including any Notional Bonus) under the related Contractual Savings Contract at the appropriate Bonus Date.

2.7	The grant and the exercise of an Option shall be subject to obtaining any approval or consent required under any applicable laws, regulations of governmental authority and the requirements of the London Stock Exchange and any other securities exchange on which the Shares are traded.

2.8

The aggregate of the Savings Contributions being made at any time by a Participant under the Scheme and any monthly savings contributions then being made under certified contractual savings schemes linked to any other savings-related share option scheme shall not exceed the amount for the time being specified by the Board as being the limit on a person’s contributions.

2.9

The Board (and in the case of Options to be granted by the Trustees, taking into account the recommendations of the Board) may decide, in respect of any Date of Invitation to impose a maximum aggregate amount on the Savings Contribution which may be made by any Participant under the Scheme (and in reaching such a decision the Grantor shall take into consideration any published guidelines of the institutional investors for the time being in force) provided that no Savings Contribution in respect of any Option granted prior to that Date of Invitation will be reduced due to the imposition of such maximum figures.

3.	SCALING DOWN

3.1

If the number of available Shares is insufficient to enable the Grantor to satisfy in full all the applications received by it pursuant to notices given to Eligible Employees on the relevant Date of Invitation, it shall be upon the expiry of the period given to the Eligible Employees for application for an Option as referred to in Rule 2.1 above subject to the provisions of Rule 3.2 below either:-

3.1.1

determine a maximum Savings Contribution (which shall not exceed the limit contained in Rule 2.9) in respect of such applications and where the Savings Contribution specified by any person exceeds that maximum Savings Contribution so determined reduce the Savings Contribution so specified to the amount of that maximum Savings Contribution provided that where the Savings Contribution specified by any person is equal to or lower than that maximum Savings Contribution that Eligible Employee’s Savings Contribution shall not be affected; or

3.1.2

make (as nearly as may be) pro rata reductions to the Savings Contribution specified by each person who has applied for an Option provided that where such reduction would result in the Savings Contribution being less than the Minimum Savings Contribution the said Savings Contribution shall be equal to the Minimum Savings Contribution;

and grant an Option to each such person over the number of Shares in respect of which the amount to the aggregate of the Option Prices, based on the exchange rate referred to in Rule 2.1.6 above is as nearly as possible equal to, but not in excess of, an amount equal to (i) the expected repayment under the related Savings Contract (excluding any interest payment due on such savings) taking into account the Savings Contributions as so reduced and (ii) the applicable Notional Bonus.

3.2

If the number of available Shares is insufficient to enable the Grantor to grant an Option to each person who has applied for such in respect of a Savings Contribution equal to the Minimum Savings Contribution the Grantor shall grant an Option to each person who has applied for such, and who at the expiry of the application period allowed pursuant to Rule 2.1 above was not making Savings Contributions under the scheme, over the number of Shares in respect of which the amount of the aggregate Option Prices, based on the exchange rate referred to in Rule 2.1.6 above is as nearly as possible equal to, but not in excess of, an amount equal to the aggregate of (i) the expected repayment under the Savings Contract (excluding any interest payment due on such savings) relating to a Savings Contribution to the Minimum Savings Contribution and (ii) the applicable Notional Bonus provided that the number of available Shares is sufficient to enable the grant of Options over that number of Shares to each such person and if the number of available Shares is insufficient to enable this to be done no Options shall be granted pursuant to notices given by the Grantor under Rule 2.1 above on the relevant Date of Invitation.

3.3	If in applying the scaling down provisions contained in this Rule 3, Options cannot be granted within the 30 day period referred to in Rule 4.2 below, the Grantor may extend that period by 12 days regardless of the expiry of the relevant Grant Period.

4.	GRANT OF OPTIONS

4.1	No Option shall be granted to any person if at the Date of Grant that person shall have ceased to be an Eligible Employee.

4.2

4.3

4.4	Except as otherwise provided in these Rules, every Option shall be personal to the Participant to whom it is granted and shall not be transferable.

4.5	No amount shall be paid in respect of the grant of an Option.

5.	NUMBER OF SHARES IN RESPECT OF WHICH OPTIONS MAY BE GRANTED

5.1

The number of Shares which may be allocated under the Scheme on any day shall not, when added to the aggregate of the number of Shares which have been allocated in the previous 10 years under the Scheme and under any other Employees’ Share Scheme adopted by the Company or any Subsidiary, exceed such number as represents 10 percent of the ordinary share capital of the Company i issue immediately prior to that day.

5.2

5.3	References in this Rule to the “allocation” of Shares shall mean, in the case of any share option scheme, the placing of unissued shares under option and, in relation to other types of Employees’ Share Scheme, shall mean the issue and allotment of shares.

5.4	References to the issue and allotment of Shares shall include the transfer of Shares from treasury, but only until such time as the guidelines issued by institutional investor bodies cease to provide that they need to be so included.

6.	RIGHTS OF EXERCISE AND LAPSE OF OPTIONS

6.1

6.1.1

Save as provided in Rules 6.2, 6.3, 6.4 and 7, an Option may not be exercised earlier than the Bonus Date under the relevant Contractual Savings Contract.

6.1.2

Save as provided in Rule 6.2, an Option shall not be exercisable later than 6 months after the Bonus Date under the relevant Contractual Savings Contract.

6.1.3

Save as provided in Rules 6.2, 6.3 and 7, an Option may only be exercised by a Participant whilst he is a director or employee of a Participating Company or an Associated Company.

6.1.4

6.2	An Option may be exercised by the personal representatives of a deceased Participant:-

6.2.1

within 12 months following the date of his death if such death occurs before the Bonus Date; or

6.2.2

within 12 months following the Bonus Date in the event of his death within 6 months after the Bonus Date.

6.3	Subject to Rule 6.1.2 an Option may be exercised by a Participant within 6 months following his ceasing to hold the office or employment by virtue of which he is eligible to participate in the Scheme by reason of:-

6.3.1

injury, disability, Redundancy, or retirement on reaching Pensionable Age or at any other age at which he is bound to retire in accordance with the terms of his contract of employment; or

6.3.2

his office or employment being in a company of which the Company ceases to have Control; or

6.3.3

the transfer or sale of the undertaking or part-undertaking in which he is employed to a person who is neither an Associated Company nor a company under the Control of the Company;

6.3.4

retirement at any age at which he is entitled to retire in accordance with the terms of his contract of employment (other than at Pensionable Age or any age at which he is bound to retire), early retirement with the agreement of his employer, or pregnancy, in each case only if such cessation of office or employment is more than 3 years after the Date of Grant of the Option; or

6.3.5

cessation of employment in circumstances other than those mentioned in 6.3.1 to 6.3.4 above, after the Bonus Date.

6.4	Subject to Rule 6.1.2 an Option may be exercised by a Participant within 6 months following the date he reaches Pensionable Age if he continues after that date to hold the office or employment by virtue of which he is eligible to participate in the Scheme.

6.5	No person shall be treated for the purposes of Rule 6.3 as ceasing to hold an office or employment by virtue of which that person is eligible to participate in the Scheme until that person ceases to hold any office or employment in the Company or any Associated Company.

6.6	Options shall lapse upon the occurrence of the earliest of the following events:

6.6.1

subject to 6.6.2 below, 6 months after the Bonus Date;

6.6.2

where the Participant dies before the Bonus Date, 12 months after the date of death, and where the Participant dies in the period of 6 months after the Bonus Date, 12 months after the Bonus Date;

6.6.3

the expiry of any of the 6 month periods specified in Rule 6.3.1 to 6.3.4 save that if at the time any such applicable periods expire time is running under the 12 month periods specified in Rule 6.2, the Option shall not lapse by reason of this sub-rule 6.6.3 until the expiry of the relevant 12 month period in Rule 6.2;

6.6.4

6.6.5

the Participant ceasing to hold an office or employment with the Company or any Associated Company in any circumstances other than:

(A)

where the cessation of office or employment arises on any of the grounds specified in Rules 6.2 or 6.3; or

(B)

6.6.6

the passing of an effective resolution, or the making of an order by the Court, for the winding-up of the Company;

6.6.7

6.6.8

where before an Option has become capable of being exercised, the Participant gives notice that he intends to stop paying Savings Contributions, or is deemed under the terms of the Contractual Savings Contract to have given such notice, or makes an application for repayment of the Savings Contributions.

6.6.9

the Participant’s right to continue making the related Savings Contributions lapsing in respect of an Option in accordance with the provisions of the Contractual Savings Contract before the Participant has completed all savings.

6.7	Where an Option is exercised in part it shall lapse to the extent of the unexercised balance.

6.8

In the event that, on conversion to £Sterling, the aggregate Option Price in respect of the number of Shares over which an Option is being exercised exceeds the repayment made to the Participant under his related Contractual Savings Contract (including any interest payable) the Participant may use his own monies to fund the difference. In the event that, on conversion to £Sterling the aggregate Option Prices in respect of the number of Shares over which an Option is being exercised is less than the repayment made to the Participant under the relevant Contractual Savings Contract including any interest payable) the Participant shall not be entitled to exercise his option over a greater number of Shares than that set out in the Option Certificate (as amended from time to time by Rule 7).

6.9

The Participant may direct any time by notice (referred to as a Withdrawal Notice) given in writing in a form acceptable to the body administering the Contractual Savings Contract that he wishes such repayment as is then due to him to be made under the Contractual Savings Contract relative to any Option and in addition, if such notice is given in respect of the Contractual Savings Contract relative to any Option which the Participant then wishes to exercise in whole or in part, notice to that effect shall be given to the Company or to the Trustees in the case of an Option granted by the Trustees in such form as the Board or the Trustees (as the case may be) may prescribe (referred to as an Exercise Notice).

6.10	For the avoidance of doubt, a Participant shall not have any right to exercise any Options other than in accordance with the terms of this Rule 6.

7.	TAKEOVER, RECONSTRUCTIONS AND WINDING UP

7.1	Subject to Rule 7.3 below, if any person obtains Control of the Company as a result of making, either:-

7.1.1

7.1.2

7.2	For the purpose of Rule 7.1 a person shall be deemed to have obtained Control of the Company if he and others acting in concert (as defined by the City Code on Takeovers and Mergers) with him have together obtained Control of it.

7.3	If any person becomes bound or entitled to acquire Shares under sections 979 to 982 of the Companies Act 2006 an Option may be exercised at any time during the period of one month from the date on which that person first became so bound or entitled.

7.4	If under section 425 of the Companies Act 1985 it is proposed that the Court sanctions a compromise or arrangement proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any

other company or companies, the Company shall give notice thereof to all Participants and the Participant may then exercise the Option within one month from the date of such notice and thereafter the Option shall lapse. After exercising the Option the Participant shall transfer or otherwise deal with the Shares issued to him so as to place him in the same position (so far as possible) as would have been the case if such shares had been subject to such compromise or arrangement.

7.5

If a resolution is proposed for the voluntary winding-up of the Company, the Participant may exercise his Option at any time after notice of the resolution is given but before it has been passed or defeated or the meeting concluded or adjourned indefinitely, conditionally on the resolution being passed. If such resolution is passed all Options shall, to the extent that they have not been exercised, lapse immediately.

7.6	The Directors shall use reasonable endeavours to notify the Trustees and any Participant forthwith of any event of which they have actual notice arising pursuant to this Rule which concerns any Option held for the time being.

8.	MANNER OF EXERCISE

8.1

Exercise shall be by the delivery to the Company Secretary as agent for the Grantor or his duly appointed agent, of an option certificate or certificates covering at least all the Shares over which the Option is then to be exercised, with the notice of exercise in the prescribed form duly completed and signed by the Participant (or by his duly authorised agent) together with any remittance for the Exercise Price (together with any additional funds as referred to in Rule 6.8) payable to the Company as agent for the Grantor or authority to the Company as agent for the Grantor to withdraw and apply monies from the Contractual Savings Contract to acquire the Shares over which the Option is to be exercised.

8.2	The effective date of exercise shall be the date of delivery of the notice of exercise together with any remittance or authority referred to in Rule 8.1. For the purposes of this Scheme a notice of exercise shall be deemed to be delivered when it is received by the Company.

9.	ISSUE OR TRANSFER OF SHARES

9.1	Subject to Rule 9.3, Shares to be issued pursuant to the exercise of an Option shall be allotted to the Participant (or his nominee) within 30 days following the date of effective exercise. of the Option.

9.2	Subject to Rule 9.4, the Grantor shall procure the transfer of any Shares to be transferred to a Participant (or his nominee) pursuant to the exercise of an Option within 30 days following the date of effective exercise of the Option.

9.3	The allotment or transfer of any Shares under the Scheme shall be subject to obtaining any such approval or consent as is mentioned in Rule 2.7 above.

9.4	Shares issued pursuant to the Scheme shall rank pari passu in all respects with the Shares then in issue, except that they shall not rank for any rights attaching to Shares by reference to a record date preceding the date of allotment.

9.5	Shares transferred pursuant to the Scheme shall not be entitled to any rights attaching to Shares by reference to a record date preceding the date of transfer.

9.6

10.

ADJUSTMENTS

10.1

10.2

Apart from pursuant to this Rule 10.2, no adjustment under Rule 10.1 above may have the effect of reducing the Option Price to less than the nominal value of a Share. Where an Option subsists over both issued and unissued Shares any such adjustment may only be made if the reduction of the Option Price of Options over both issued and unissued Shares can be made to the same extent. Any adjustment made to the Option Price of Options over unissued Shares shall only be made if and to the extent that the Board shall be authorised to capitalise from the reserves of the Company a sum equal to the amount (if any) by which the nominal value of the Shares in respect of which the Option is exercisable exceeds the adjusted Exercise Price and to apply such sum in paying up such amount on such Shares so that on exercise of any Option in respect of which such a reduction shall have been made the Board shall capitalise such sum (if any) and apply the same in paying up such amount as aforesaid.

10.3	The Grantor may take such steps as it may consider necessary to notify Participants of any adjustment made under this Rule 10 and to call in, cancel, endorse, issue or reissue any option certificate consequent upon such adjustment.

11.

ADMINISTRATION

11.1

Any notice or other communication under or in connection with the Scheme may be given by personal delivery or by sending the same by post, in the case of a company to its registered office and in the case of an individual to his last known address or, where he is a director or employee of a Participating Company or an Associated Company, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment, and where a notice or other communication is given by first-class post, it shall be deemed to have been received 72 hours after it was put into the post properly addressed and stamped.

11.2	The Company may distribute to Participants copies of any notice or document normally sent by the Company to the holders of Shares.

11.3	If any option certificate shall be worn out, defaced or lost, it may be replaced on such evidence being provided as the Board may require.

11.4	The Company shall at all times keep available for allotment unissued Shares at least sufficient to satisfy all Options under which Shares may be subscribed or the Grantor shall procure that sufficient Shares are available for transfer to satisfy all Options under which Shares may be acquired.

11.5	The decision of the Board in any dispute relating to an Option or the due exercise thereof or any other matter in respect of the Scheme shall be final and conclusive.

11.6	The costs of introducing and administering the Scheme shall be borne by the Company.

11.7

12.

ALTERATIONS

12.1	Subject to Rule 12.2 and 12.4, the Board may at any time (but only with the prior consent of the Trustees if there are subsisting Options which have been granted by the Trustees) alter or add to all or any of the provisions of the Scheme in any respect.

12.2	Subject to Rule 12.3 , no alteration or addition to the advantage of Participants or employees shall be made under Rule 12.1 without the prior approval by ordinary resolution of the members of the Company in general meeting.

12.3

Rule 12.2 shall not apply to -any minor alteration or addition which is to benefit the administration of the Scheme or to take account of any change in legislation or to obtain or maintain favourable taxation, exchange control or regulatory treatment for the Company, or any Subsidiary of the Company or any Participant.

12.4	No alteration or addition shall be made under Rule 12.1 which would abrogate or adversely affect the subsisting rights of a Participant, unless it is made:-

12.4.1

12.4.2

by a resolution at a meeting of Participants passed by not less than 75 per cent. of the Participants who attend and vote either in person or by proxy, and for the purposes of this Rule 12.4 the provisions of the Articles of Association of the Company relating to shareholder meetings shall apply mutatis mutandis.

12.5	As soon as reasonably practicable after making any alteration or addition under Rule 12.1, the Board shall give written notice thereof to any Participant affected thereby.

12.6	No alteration shall be made to the Scheme if following the alteration the Scheme would cease to be an Employees’ Share Scheme.

13.

GENERAL

13.1	The Scheme shall terminate on 11 June 2018 or at any earlier time by the passing of a resolution by the Board or an ordinary resolution of the Company in general meeting. Termination of the Scheme shall be without prejudice to the subsisting rights of Participants.

13.2

The Company and any Subsidiary of the Company may provide money to the trustee of any trust or any other person to enable them or him to acquire Shares to be held for the purposes of the Scheme, or enter into any guarantee or indemnity for those purposes, to the extent permitted by section 153 of the Companies Act 1985. In addition, the Company may require any Subsidiary to enter into such other agreement or agreements as it shall deem necessary to oblige such Subsidiary to reimburse the Company for any other amounts paid by the Company hereunder, directly or indirectly in respect of such Subsidiary’s employees. Nothing in the Scheme shall be deemed to give any employee of any Participating Company any right to Participate in the Scheme.

13.3

The rights and obligations of any individual under the terms of his office or employment with a Participating Company or Associated Company shall not be affected by his participation in the Scheme or any right which he may have to participate therein, and an individual who participates therein shall do so strictly under the terms of these Rules and shall not have any rights to compensation or damages in consequence of the termination of his office or employment with any such company for any reason whatsoever, whether lawfully or otherwise, insofar as such termination has consequences for the terms under which Options may be exercised or otherwise dealt with under these Rules or the provisions of any statute or law relating to taxation.

13.4	Benefits under the Scheme shall not form part of a Participant’s remuneration for any purpose and shall not be pensionable.

13.5

By participating in the Scheme, the Participant consents to the collection, processing, transmission and storage by the Company, in any form whatsoever, of any data of a professional or personal nature which is necessary for the purposes of introducing and administering the Scheme. The Company may share such information with any Participating Company or Associated Company, the Trustees, its registrars, brokers, other third party administrator or any person who obtains Control of the Company or acquires the company, undertaking or part-undertaking which employs the Participant, whether within or outside of the European Economic Area.

13.6	These Rules shall be governed by and construed in accordance with the laws of England and Wales and the English courts shall have exclusive jurisdiction to determine any dispute which may arise out of, or in connection with, the Scheme.

Exhibit 99.10

SIGNET GROUP PLC

INTERNATIONAL SHARE OPTION PLAN 2003

(Approved and adopted by the Company in general meeting on 8 July 2003

and amended by the Board on [ ])

Prepared from the Addleshaw Goddard original by:

Herbert Smith

Exchange House

Primrose Street

London EC2A 2HS

Ref. 2281/3187/30837809

Date: 5 December 2006

CONTENTS


Rule		Page

1	DEFINITIONS AND INTERPRETATION	1
2	GRANT OF OPTIONS	4
3	OPTION PRICE	5
4	PLAN LIMITS	5
5	RIGHTS OF EXERCISE AND LAPSE OF OPTIONS	6
6	TAKEOVERS, RECONSTRUCTIONS AND WINDING UP	8
7	EXERCISE OF OPTIONS	10
8	ADJUSTMENT OF OPTIONS	11
9	ADMINISTRATION	12
10	AMENDING THE PLAN	13
11	GENERAL	14

1	DEFINITIONS AND INTERPRETATION

1.1	Definitions

The words and expressions used in this Plan which begin with capital letters have the following meanings:

“Appropriate Period” has the meaning given by paragraph 26 of Schedule 4 to the ITEPA;

“Associated Company” means in relation to the Company:

(i)

any company which has Control of the Company; or

(ii)

any company (other than a Participating Company) which is under the Control of any company referred to in (i) above;

“Board” means the board of directors for the time being of the Company or a duly authorised committee of it which for the avoidance of doubt may include the Remuneration Committee;

“Company” means Signet Group plc (registered no. 477692);

“Control” means the power of a person to secure:

(i)

by means of the holding of shares or the possession of voting power in or in relation to that or any other body corporate; or

(ii)

by virtue of any power conferred by the articles of association or other document regulating that or any other body corporate,

that the affairs of the first mentioned body corporate are conducted in accordance with the wishes of that person;

“Date of Grant” means the date on which the Grantor grants an Option under Rule 2.5;

“Dealing Day” means any day on which the London Stock Exchange is open for the transaction of business;

“Discretionary Share Option Plan” means a share option plan, other than a savings-related share option plan, in which participation is at the discretion of the grantor of options under that plan;

“Employees’ Share Plan” means a scheme for encouraging or facilitating the holding of shares or debentures in a company by or for the benefit of:

(i)

the bona fide employees or former employees of the company, the company’s Subsidiary or holding company or a Subsidiary of the company’s holding company; or

(ii)

the wives, husbands, widows, widowers or children or step-children under the age of 18 of such employees or former employees;

“Exchange Rate” means, in relation to a currency other than Pounds Sterling on any day, the mid-market rate for the conversion of such currency to Pounds Sterling at close of business as published in the Financial Times on the relevant date (or, if not published on that date, the last preceding date of publication;

“Gain on Exercise” means the difference between:

(i)

at the discretion of the Board, either:

(a)

the aggregate value (being the price of which a broker could achieve a sale of Shares on the London Stock Exchange on the date of exercise) of the Shares in respect of which the Option is being exercised; or

(b)

the aggregate Market Value, on the immediately preceding dealing day, of the Shares in respect of which the Option is being exercised; and

(ii)

the aggregate Option Price for the Shares in respect of which the Option is being exercised (and, where the Option Price is expressed in a currency other than Pounds Sterling, such figure shall be converted into Pounds Sterling at the Exchange Rate for the date of exercise);

“Grantor” means in relation to an Option, the Person who granted it, which may be the Company or any other Person;

“ITEPA” means the Income Tax (Earnings and Pensions) Act 2003;

“London Stock Exchange” means the London Stock Exchange Limited or any successor body carrying on the business of the London Stock Exchange;

“Market Value” means in relation to a Share on any day:

(i)

if the Shares are listed on the London Stock Exchange, its middle market quotation (as derived from the Daily Official List of the London Stock Exchange on that day); or

(ii)

“Option” means a right to acquire Shares under the Plan which has been granted or is proposed to be granted;

“Option Exercise Date” means the date when the exercise of an Option is effective because it complies with Rules 7.2 and 7.3;

“Option Price” means the price per share at which a Participant may acquire Shares on the exercise of an Option determined under Rule 3;

“Participant” means any Eligible Employee to whom an Option has been granted, or (where the context requires) his personal representatives;

“Participating Company” means:

(i)

the Company; and

(ii)

any other company which is under the Control of the Company and is a Subsidiary of the Company (unless otherwise designated by the Board);

“Person” means any individual, corporation, partnership, limited liability company, trust or other entity of whatever nature;

“Plan” means the Signet Group plc International Share Option Plan 2003 in its present form or as for the time being amended in accordance with the Rules;

“Plan Period” means the period starting on the date the Plan is adopted by the Company in general meeting and ending on the tenth anniversary of that date;

“Remuneration Committee” means a duly authorised remuneration committee of the Board all the members of which are non-executive directors;

“Rules” means these rules as amended from time to time;

“Share” means a fully paid ordinary share in the capital of the Company;

“Subsidiary” means a company (A) which is a subsidiary of another company (B) if:

(i)

that other company (B):

(a)

is a member of it and controls the composition of its board of directors; or

(b)

holds more than half in nominal value of its equity share capital; or

(ii)

the first mentioned company (A) is a subsidiary of any company which is that other company’s (B’s) subsidiary; and

“Variation” means in relation to the equity share capital of the Company a capitalisation issue, a rights issue or open offer, a subdivision, a consolidation or reduction or any other variation.

1.2	Interpretation

2	GRANT OF OPTIONS

2.1	Grant of Options

The Board may at its discretion, grant to any Eligible Employee an Option or Options at the Option Price over such whole number of Shares and on such terms as it decides.

2.2	Period for granting Options

Options can only be granted within the period of 42 days starting on:

(a)

the day after the day on which the Plan is adopted by the Company in general meeting;

(b)

the day after the day on which the Company makes an announcement of its results for the last preceding financial year, half-year or other period; or

(c)

any day on which the Board resolves that exceptional circumstances exist which justify the grant of Options.

No Option can be granted after the expiry of the Plan Period.

2.3	Conditions to be satisfied on the exercise of Options

An Option may be granted subject to such conditions as the Remuneration Committee may determine being met before it can be exercised. Such conditions:

(a)

must be objective and stated in writing at the Date of Grant;

(b)

may not be waived or amended by the Grantor unless:

(i)

an event occurs which causes the Remuneration Committee to consider that a waiver of or amendment to the conditions would be a fairer measure of performance; and

(ii)

the Remuneration Committee reasonably considers that a waiver of or amendment to the conditions would not make the conditions more difficult to satisfy;

(c)

shall be waived on the exercise of an Option pursuant to Rules 5.2(a) or 5.2(b)(i) or (ii);

(d)

shall be applied on such basis as shall be stated in writing at the Date of Grant on the exercise of an Option pursuant to Rules 5.2(b)(iii) and (iv) and 5.2(d); and

(e)

shall be waived if the Remuneration Committee reasonably considers that the conditions need no longer be satisfied on the exercise of an Option pursuant to Rule 6, and in default of such determination shall be applied on such basis as shall be stated in writing at the Date of Grant.

2.4	Approvals and consents

The grant of an Option will be subject to obtaining any approval or consent required under any applicable regulations or enactments.

2.5	Manner of grant and payment for Options

2.6	Options personal to Participants

2.7	Disclaimer of Options

3	OPTION PRICE

3.1	The Remuneration Committee’s decision

The Remuneration Committee will determine the Option Price of an Option which will be stated at the Date of Grant.

3.2	Determining the Option Price

The Option Price shall be the higher of:

(a)

the average of the Market Values rounded up to two decimal places on the three Dealing Days immediately preceding the Date of Grant; and

(b)

the nominal value of a Share, if the Shares are to be subscribed, but subject to any adjustment under Rule 8.

3.3	Excluded Market Value

The Option Price may not be determined on the basis of the Market Value of a Share on a day which is earlier than the first Dealing Day of the period referred to in Rule 2.2(b).

4	PLAN LIMITS

4.1	The 10% limit over 10 years

The number of Shares which may be allocated, as defined in Rule 4.5, under the Plan on any day cannot, when added to the aggregate of the number of Shares which have been allocated in the previous 10 years under the Plan and any other Employees’ Share Plan adopted by the Company, exceed that number of Shares that represents 10% of the ordinary share capital of the Company in issue immediately prior to that day.

4.2	The 5% limit over 10 years

The number of Shares which may be allocated, as defined in Rule 4.5, under the Plan on any day shall not, when added to the aggregate of the number of Shares which have been

allocated in the previous 10 years under the Plan and any other Discretionary Share Option Plan adopted by the Company, exceed that number of Shares that represents 5% of the ordinary share capital of the Company in issue immediately prior to that day.

4.3	Individual limits

The maximum aggregate amount payable on exercise of options granted to any Participant under this Plan, which when added to the amount payable under a Discretionary Share Option Plan, during a financial year of the Company shall not exceed such amount as is equal to 500% of his salary (or 600% where the Remuneration Committee determines that circumstances exist that are exceptional); and for the purpose of this Rule:

(a)

a Participant’s salary shall be taken to be his basic salary (excluding benefits in kind and bonuses), expressed as an annual rate, payable by the Participating Companies to him at that time; and

(b)

4.4	Exclusions from the limits

In calculating the limits in Rules 4.1 and 4.2, any Shares where the right to acquire them was released or lapsed without being exercised will be disregarded.

4.5	Meaning of allocated

4.6	Adjustment to Shares to be taken into account

5	RIGHTS OF EXERCISE AND LAPSE OF OPTIONS

5.1	General rules for exercise

Except as provided in Rule 5.2, an Option:

(a)

cannot be exercised earlier than the third anniversary of the Date of Grant or any later date determined by the Grantor at the Date of Grant;

(b)

may only be exercised by a Participant while he is a director or employee of a Participating Company or of an Associated Company; and

(c)

5.2	Exercise in particular cases

An Option not exercised in accordance with Rule 5.1 may be exercised:

(a)

within the period of one year following the date of death of a Participant;

(b)

(i)

ill health;

(ii)

disability;

(iii)

the company which employs him ceasing to be under the Control of the Company or such company ceasing to be an Associated Company; or

(iv)

the transfer or sale of the undertaking or part-undertaking in which he is employed to a person who is neither under the Control of the Company nor an Associated Company;

(c)

within any of the periods specified for the exercise of Options in Rules 6.1, 6.2 or 6.3;

(d)

(i)

become subject to income tax on his remuneration in the country to which he is transferred so that he will suffer a tax disadvantage on the exercise of his Option following the transfer; or

(ii)

(e)

5.3	Pro Rating

where:

A is the number of complete calendar months which have elapsed since the Award Date.

Any remainder of the Option shall lapse PROVIDED THAT that the Remuneration Committee may vary or waive any such reduction under this Rule 5.3 to the extent it sees fit.

5.4	Lapsing of Options

Options will lapse to the extent they have not been exercised on the earliest of:

(a)

the tenth anniversary of the Date of Grant;

(b)

(c)

the expiry of the period determined by the Remuneration Committee in accordance with Rule 5.2(e);

(d)

(e)

the Participant ceasing to hold an office or employment with a Participating Company or an Associated Company in any circumstances other than:

(i)

for any reason specified in Rules 5.2(a), 5.2(b) or 5.2(e); or

(ii)

for any reason whatsoever during any of the periods specified in Rules 6.1, 6.2 or 6.3;

(f)

(g)

the Participant attempting to breach Rule 2.6.

6	TAKEOVERS, RECONSTRUCTIONS AND WINDING UP

6.1	General offer

6.2	Compulsory acquisition and winding up

If:

(a)

any Person becomes bound or entitled to acquire Shares in the Company under sections 428 to 430F of the Companies Act 1985; or

(b)

the Company passes a resolution for voluntary winding up of the Company; or

(c)

an order is made for the compulsory winding up of the Company,

6.3	Scheme of arrangement

(a)

If pursuant to a scheme of arrangement between the Company and its shareholders under section 425 of the Companies Act 1985 any company obtains control of the Company the Options shall, subject to Rule 6.3(b) neither become exercisable nor lapse upon the scheme of arrangement becoming effective.

(b)

6.4	Exchange of Options

If any company (“the Acquiring Company”):

(a)

obtains Control of the Company as a result of making a general offer to acquire:

(i)

the whole of the issued ordinary share capital of the Company which is made on condition such that if it is satisfied the Acquiring Company will have Control of the Company; or

(ii)

all the shares in the Company which are of the same class as the Shares,

in either case ignoring any Shares which are already owned by it or a member of the same group of companies; or

(b)

obtains Control of the Company in pursuance of a compromise or arrangement sanctioned by the court under section 425 of the Companies Act 1985; or

(c)

becomes entitled to acquire Shares under sections 428 to 430F of that Act,

6.5	The New Option

(a)

the reference to Signet Group plc in the definition of the “Company” in Rule 1.1 were a reference to the different company mentioned in Rule 6.1;

(b)

the proviso to Rule 10.1 and Rule 10.2 were omitted;

(c)

the reference in Rule 5.2(b) to the “Remuneration Committee” were a reference to the “Board”; and

(d)

references in Rules 8.3, 9.4, 9.5 and 9.6 to the “Grantor” were references to the grantor of the New Option.

7	EXERCISE OF OPTIONS

7.1	Exercise in whole or in part

An Option may be exercised in whole or in part.

7.2	Manner of exercise

To exercise an Option, the Participant must deliver at the address specified in the notice of exercise:

(a)

an option certificate (or other document or documents evidencing grant as appropriate) covering at least all the Shares over which the Option is then to be exercised;

(b)

the notice of exercise in the prescribed form properly completed and signed by the Participant (or by his duly authorised agent); and

(c)

remittance in cleared funds for the Exercise Price for the Shares over which the Option is exercised.

7.3	Option Exercise Date

7.4	Withholding for tax

7.5	Transfer of employer’s National Insurance liability

The Grantor may grant an Option on condition that a Participant shall bear the cost of the employer’s secondary Class 1 National Insurance contributions either by:

(a)

agreement that some or all of the employer’s National Insurance liability can be recovered from the Participant; or

(b)

entering into a joint election legally to transfer the liability for the secondary Class 1 National Insurance to the Participant.

7.6	Issue or transfer of Shares

Subject to Rule 7.7, Shares will be allotted or transferred to a Participant (or his nominee) pursuant to the exercise of an Option within 30 days following the Option Exercise Date.

7.7	Consents

The delivery of any Shares under the Plan will be subject to obtaining any necessary approval or consent.

7.8	Ranking of Shares

7.9	Listing

If the Shares are listed on the London Stock Exchange, the Company will apply for listing of any Shares issued under the Plan as soon as practicable after their allotment.

7.10	Settlement in cash

8	ADJUSTMENT OF OPTIONS

8.1	Variation of equity share capital

If there is a Variation in the equity share capital of the Company:

(a)

the number and/or the nominal value of Shares over which an Option is granted;

(b)

the Option Price; and

(c)

8.2	Nominal value of Shares

(a)

capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares in respect of which the Option is exercisable exceeds the adjusted Exercise Price; and

(b)

apply that sum in paying up the Shares so that on exercise of the Option the Board will capitalise that sum and apply it in paying up the Shares.

8.3	Notifying Participants of adjustments

9	ADMINISTRATION

9.1	Notices

Any notice or other communication in connection with the Plan will be in writing and may be given:

(a)

by personal delivery; or

(b)

by sending it by post:

(i)

in the case of a company to its registered office; and

(ii)

(c)

by sending it by facsimile, email or any form of electronic transfer acceptable to the Grantor to:

(i)

in the case of a company, the facsimile number, email address or other number or address that the company notifies; and

(ii)

9.2	When notice is given

Any notice under Rule 9.1 will be given:

(a)

if delivered, at the time of delivery;

(b)

if posted, at 10.00am on the second business day after it was put into the post; or

(c)

if sent by facsimile, email or any other form of electronic transfer at the time of despatch.

9.3	Partial exercise of Options

9.4	Replacement option certificates

If any option certificate (or other document or documents evidencing grant as appropriate) is worn out, defaced or lost, it may be replaced on the evidence that the Grantor requires being provided.

9.5	Shares to cover Options

The Grantor will ensure that sufficient Shares are available to satisfy all outstanding Options.

9.6	Administration of the Scheme

9.7	Costs of introducing and administering the Plan

10	AMENDING THE PLAN

10.1	The Board’s power to amend the Plan

Subject to the provisions of Rule 10, the Board can at any time amend any of the provisions of the Plan in any respect.

10.2	Shareholders’ approval

No amendment to the advantage of Participants will be made under Rule 10.1 without the prior approval by ordinary resolution of the members of the Company in general meeting unless the amendment is:

(a)

minor and to benefit the administration of the Plan;

(b)

to take account of any changes in legislation; or

(c)

to obtain or maintain favourable taxation, exchange control or regulatory treatment for the Company, a Subsidiary of the Company or an Associated Company or any Participant.

10.3	Participants’ Approval

No amendment will be made under Rule 10.1 which would abrogate or adversely affect the subsisting rights of a Participant unless it is made:

(a)

(b)

by a resolution at a meeting of Participants passed by not less than 75% of the Participants who attend and vote either in person or by proxy,

and for the purpose of this Rule 10.3 the provisions of the articles of association of the Company relating to shareholder meetings will apply with the necessary changes.

10.4	Eligible Employees outside the United Kingdom

10.5	Notice of amendments

Participants will be given written notice of any amendments to the Plan made under Rule 10.1 as soon as reasonably practicable after they have been made.

10.6	Prohibited amendment

No amendment will be made to the Plan if, as a result of the amendment, it would cease to be an Employees’ Share Plan.

11	GENERAL

11.1	Termination of the Plan

11.2	The Plan and funding the purchase of Shares

11.3	Rights of Participants and Eligible Employees

11.4	No rights to compensation or damages

11.5	The Benefits of Rule 11.3 and 11.4

11.6	Articles of association

Any Shares acquired on the exercise of Options shall be subject to the articles of association of the Company.

11.7	Severability

The invalidity or non-enforceability of one or more provisions of the Plan will not affect the validity or enforceability of the other provisions of the Plan.

11.8	Governing Law

12	STOCK APPRECIATION RIGHTS

12.1

On the exercise of an Option granted under the Plan, the Board may determine that, in substitution for a Participant’s right to acquire such number of those Shares over which the Option is exercised (but in full and final satisfaction of such right), a trustee shall acquire or subscribe for (and the trustee shall be provided with sufficient funds to acquire or subscribe for such Shares) such number of Shares as have a Market Value equal to the Gain on Exercise. The Trustee shall transfer, or shall direct that the Board shall issue directly, such Shares to the Participant.

12.2	As soon as reasonably practicable following a determination made pursuant to Rule 13.1, if the Participant has remitted the Exercise Price to the Company, the Company shall return to him the amount so paid.

Exhibit 99.11

SIGNET GROUP PLC UK INLAND REVENUE

APPROVED SHARE OPTION PLAN 2003

Approved and adopted by the Company in general meeting on 8 July 2003

and amended by the Board on [ ] and approved by HMRC on [ ]


				Prepared from the Addleshaw Goddard original by:

				Herbert Smith
				Exchange House
				Primrose Street
				London EC2A 2HS
				Ref. 2281/3187/30837809
				Date: 5 December 2006

CONTENTS


Rule		Page
1	DEFINITIONS AND INTERPRETATION	1
2	GRANT OF OPTIONS	4
3	OPTION PRICE	5
4	APPROVED PLAN LIMITS	6
5	RIGHTS OF EXERCISE AND LAPSE OF OPTIONS	7
6	TAKEOVERS, RECONSTRUCTIONS AND WINDING UP	9
7	EXERCISE OF OPTIONS	10
8	ADJUSTMENT OF OPTIONS	11
9	ADMINISTRATION	12
10	AMENDING THE APPROVED PLAN	13
11	GENERAL	14

1	DEFINITIONS AND INTERPRETATION

1.1	Definitions

The words and expressions used in this Plan which begin with capital letters have the following meanings:

“Appropriate Period” has the meaning given by paragraph 26 of Schedule 4 to ITEPA;

“Approved Plan” means the Signet Group plc UK Inland Revenue Approved Share Option Plan 2003 in its present form or as for the time being amended in accordance with the Rules;

“Approved Plan Period” means the period starting on the date the Plan is adopted by the Company in general meeting and ending on the tenth anniversary of that date;

“Associated Company” means in relation to the Company:

(i)

any company which has Control of the Company; or

(ii)

any company (other than a Constituent Company) which is under the Control of any company referred to in (i) above;

“Board” means the board of directors for the time being of the Company or a duly authorised committee of it which for the avoidance of doubt may include the Remuneration Committee;

“Close Company” has the meaning given by section 414(1) of the Income and Corporation Taxes Act 1988;

“Company” means Signet Group plc (registered no. 477692);

“Constituent Company” means

(i)

the Company; and

(ii)

any other company which is under the Control of the Company and is a Subsidiary of the Company (unless otherwise designated by the Board);

“Control” means the power of a person to secure:

(i)

by means of the holding of shares or the possession of voting power in or in relation to that or any other body corporate; or

(ii)

by virtue of any power conferred by the articles of association or other document regulating that or any other body corporate,

that the affairs of the first mentioned body corporate are conducted in accordance with the wishes of that person;

“Date of Grant” means the date on which the Grantor grants an Option under Rule 2.5;

“Dealing Day” means any day on which the London Stock Exchange is open for the transaction of business;

“Discretionary Share Option Plan” means a company share option plan approved under Schedule 4 of ITEPA in which participation is at the discretion of the grantor of options under that plan;

“Eligible Employee” means any person whom at the Date of Grant:

(i)

is an employee or director of a Constituent Company on terms which, in either case, require him to devote substantially the whole of his working time to his duties as such and, in the case of a director, is also full time within the meaning of paragraph 8 of Schedule 4 of ITEPA (i.e. working at least 25 hours per week excluding meal breaks) of a Constituent Company; and

(ii)

“Employees’ Share Plan” means a scheme for encouraging or facilitating the holding of shares or debentures in a company by or for the benefit of:

(i)

the bona fide employees or former employees of the company, the company’s Subsidiary or holding company or a Subsidiary of the company’s holding company; or

(ii)

the wives, husbands, widows, widowers or children or step-children under the age of 18 of such employees or former employees;

“Grantor” means, in relation to an Option, the Plan Organiser or any other Person

“ITEPA” means the Income Tax (Earnings and Pensions) Act 2003;

“ London Stock Exchange” means the London Stock Exchange Limited or any successor body carrying on the business of the London Stock Exchange;

“Market Value” means in relation to a Share on any day:

(i)

if the Shares are listed on the London Stock Exchange, its middle market quotation (as derived from the Daily Official List of the London Stock Exchange on that day); or

(ii)

“Material Interest” has the meaning given by paragraphs 9, 10 and 12 of Schedule 4 of ITEPA;

“Member of a Consortium” has the meaning given by paragraph 36 of Schedule 4 of ITEPA;

“Option” means a right to acquire Shares under the Approved Plan which has been granted or is proposed to be granted;

“Option Exercise Date” means the date when the exercise of an Option is effective because it complies with Rules 7.2 and 7.3;

“Option Price” means the price per share at which a Participant may acquire Shares on the exercise of an Option determined under Rule 3;

“Participant” means any Eligible Employee to whom an Option has been granted, or (where the context requires) his personal representatives;

“Person” means any individual, corporation, partnership, limited liability company, trust or other entity of whatever nature;

“Plan Organiser” means, in relation to an Option, the Company;

“Remuneration Committee” means a duly authorised remuneration committee of the Board all the members of which are non-executive directors;

“Redundancy” as defined by the Employment Rights Act 1966 means namely termination of the Participant’s employment attributable wholly or mainly to the fact that:

(i)

the employer has ceased or intends to cease:

to carry on the business for the purpose of which the Participant was employed; or

to carry on that business in the place the Participant was employed; or

(ii)

the requirements of that business:

for employees to carry out work of a particular kind; or

to carry out that work in the place where the Participant was employed,

have ceased or diminished or are expected to cease or diminish;

“Retirement” means termination of the Participant’s employment by his or her employer by reason of retirement at or after age 65;

“Rules” means these rules as amended from time to time;

“Share” means a fully paid ordinary share in the capital of the Company which satisfies Part 4 of Schedule 4 to ITEPA;

“Subsidiary” means a company (A) which is a subsidiary of another company (B) if:

(i)

that other company (B):

is a member of it and controls the composition of its board of directors; or

holds more than half in nominal value of its equity share capital; or

(ii)

the first mentioned company (A) is a subsidiary of any company which is that other company’s (B’s) subsidiary; and

“Variation” means in relation to the equity share capital of the Company a capitalisation issue, a rights issue or open offer, a subdivision, a consolidation or reduction.

1.2	Interpretation

2	GRANT OF OPTIONS

2.1	Grant of Options

The Board may at its discretion, grant to any Eligible Employee an Option or Options at the Option Price over such whole number of Shares and on such terms as it decides.

2.2	Period for granting Options

Options can only be granted within the period of 42 days starting on:

(a)

the day on which the Approved Plan is approved by the Inland Revenue; and thereafter

(b)

the day after the day on which the Company makes an announcement of its results for the last preceding financial year, half-year or other period; or

(c)

any day on which the Board resolves that exceptional circumstances exist which justify the grant of Options.

No Option can be granted after the expiry of the Approved Plan Period.

2.3	Conditions to be satisfied on the exercise of Options

An Option may be granted subject to such conditions as the Remuneration Committee may determine being met before it can be exercised. Such conditions:

(a)

must be objective and stated in writing at the Date of Grant;

(b)

may not be waived or amended by the Grantor unless:

(i)

an event occurs which causes the Remuneration Committee to consider that a waiver of or amendment to the conditions would be a fairer measure of performance; and

(ii)

the Remuneration Committee reasonably considers that a waiver of or amendment to the conditions would not make the conditions more difficult to satisfy;

(c)

shall be waived on the exercise of an Option pursuant to Rules 5.2(a) or 5.2(b)(i);

(d)

shall be applied on such basis as shall be stated in writing at the Date of Grant on the exercise of an Option pursuant to Rules 5.2(b)(ii) to (iv) and 5.2(d); and

(e)

2.4	Approvals and consents

The grant of an Option will be subject to obtaining any approval or consent required under any applicable regulations or enactments.

2.5	Manner of grant and payment for Options

An Option will be granted so that it constitutes a binding contract between the Grantor and the Participant. Options will be evidenced by one or more documents (which need not be identical) in such form as the Grantor may from time to time approve. In the event of any conflict between the provisions of the Plan and any such documents the provisions of the Plan shall prevail. There will be no payment for the grant of an Option.

2.6	Options personal to Participants

2.7	Disclaimer of Options

3	OPTION PRICE

3.1	The Remuneration Committee’s decision

The Remuneration Committee will determine the Option Price of an Option which will be stated at the Date of Grant.

3.2	Determining the Option Price

The Option Price shall be the higher of:

(a)

(b)

the nominal value of a Share, if the Shares are to be subscribed, but subject to any adjustment under Rule 8.

3.3	Excluded Market Value

The Option Price may not be determined on the basis of the Market Value of a Share on a day which is earlier than the first Dealing Day of the period referred to in Rule 2.2(a).

4	APPROVED PLAN LIMITS

4.1	Limit imposed by the Inland Revenue

(a)

The total Market Value of the Shares (as calculated under Rule 3.2(a)) which the Eligible Employee could acquire on exercise of the Option; and

(b)

the aggregate market values of the Shares which the Eligible Employee could acquire on the exercise of any option(s) granted under the Approved Plan and any other Discretionary Share Option Plan approved by the Inland Revenue and established by the Company or by an Associated Company,

shall not exceed £30,000 or any other Inland Revenue limit applicable for the time being. For the avoidance of doubt, the number of Shares in any Option shall, where necessary, be limited and take effect as that number which ensures that this limit is not exceeded. In determining the limits in this Rule 4.1, no account will be taken of any Shares where the right to acquire them was disclaimed under Rule 2.7 or was released or has lapsed.

4.2	The 10% limit over 10 years

The number of Shares which may be allocated, as defined in Rule 4.5, under the Approved Plan on any day cannot, when added to the aggregate of the number of Shares which have been allocated in the previous 10 years under the Approved Plan and any other Employees’ Share Plan adopted by the Company, exceed that number of Shares that represents 10% of the ordinary share capital of the Company in issue immediately prior to that day.

4.3	The 5% limit over 10 years

The number of Shares which may be allocated, as defined in Rule 4.5, under the Approved Plan on any day shall not, when added to the aggregate of the number of Shares which have been allocated in the previous 10 years under the Approved Plan and any other Discretionary Share Option Plan adopted by the Company, exceed that number of Shares that represents 5% of the ordinary share capital of the Company in issue immediately prior to that day.

4.4	Exclusions from the limits

In calculating the limits in Rules 4.1, 4.2 and 4.3, any Shares where the right to acquire them was released or lapsed without being exercised will be disregarded.

4.5	Meaning of allocated

4.6	Adjustment to Shares to be taken into account

5	RIGHTS OF EXERCISE AND LAPSE OF OPTIONS

5.1	General rules for exercise

(a)

cannot be exercised earlier than the third anniversary of the Date of Grant or any later date determined by the Grantor at the Date of Grant;

(b)

may only be exercised by a Participant while he is a director or employee of a Constituent Company or of an Associated Company; and

(c)

5.2	Exercise in particular cases

An Option not exercised in accordance with Rule 5.1 may be exercised:

(a)

within the period of one year following the date of death of a Participant;

(b)

within the period of six months following the date on which the Participant ceases to hold an office or employment with a Constituent Company or an Associated Company if such cessation is because of:

(i)

injury or disability;

(ii)

Retirement or Redundancy;

(iii)

the company which employs him ceasing to be under the Control of the Company or such company ceasing to be an Associated Company; or

(iv)

the transfer or sale of the undertaking or part-undertaking in which he is employed to a person who is neither under the Control of the Company nor an Associated Company;

(c)

within any of the periods specified for the exercise of Options in Rules 6.1, 6.2 or 6.3;

(d)

in the period beginning three months before and ending three months after the transfer of a Participant to a country outside the United Kingdom who continues or will continue to hold an office or employment with a Constituent Company or an Associated Company as a result of that transfer and will either:

(i)

become subject to income tax on his remuneration in the country to which he is transferred so that he will suffer a tax disadvantage on the exercise of his Option following the transfer; or

(ii)

(e)

5.3	Extension of period for exercise

If a Participant ceases to hold office or employment in the circumstances referred to in Rule 5.2(b), the Board may extend the period of exercise so that the Option will remain exercisable from the date the Participant ceases to hold office or employment until the later of

(a)

the third anniversary of the Date of Grant ;and

(b)

the third anniversary of the last occasion (if any) on which the Participant exercised an Option under a Discretionary Share Option Plan approved by the Inland Revenue while holding office or employment with a Participating Company or an Associated Company in circumstances which qualified for relief from income tax.

5.4	Pro Rating

Where an Option becomes exercisable pursuant to Rule 5.2(b) or Rule 5.2(e) above, exercise may only be effected over a proportion of the Shares in respect of which the Option would, but for this Rule 5.4, otherwise have become exercisable (x) calculated as follows:

LOGO

where:

A is the number of complete calendar months which have elapsed since the Award Date.

Any remainder of the Option shall lapse PROVIDED THAT that the Remuneration Committee may vary or waive any such reduction under this Rule 5.4 to the extent it sees fit.

5.5	Lapsing of Options

Options will lapse to the extent they have not been exercised on the earliest of:

(a)

the tenth anniversary of the Date of Grant;

(b)

(c)

the expiry of the period determined by the Remuneration Committee in accordance with Rule 5.2(e);

(d)

(e)

the Participant ceasing to hold an office or employment with a Constituent Company or an Associated Company in any circumstances other than

(i)

for any reason specified in Rules 5.2(a), 5.2(b) or 5.2(e); or

(ii)

for any reason whatsoever during any of the periods specified in Rules 6.1, 6.2 or 6.3;

(f)

(g)

the Participant attempting to breach Rule 2.6.

6	TAKEOVERS, RECONSTRUCTIONS AND WINDING UP

6.1	General offer

6.2	Compulsory acquisition and winding up

If:

(a)

any Person becomes bound or entitled to acquire Shares in the Company under sections 428 to 430F of the Companies Act 1985; or

(b)

the Company passes a resolution for voluntary winding up of the Company; or

(c)

an order is made for the compulsory winding up of the Company,

6.3	Scheme of arrangement

(a)

If pursuant to a scheme of arrangement between the Company and its shareholders under section 425 of the Companies Act 1985 any company obtains control of the Company the Options shall, subject to Rule 6.3(b), neither become exercisable nor lapse upon the scheme of arrangement becoming effective.

(b)

The Board may, acting fairly and reasonably, permit Options to become exercisable for such period and on such terms as they determine.

6.4	Exchange of Options

If any company (“the Acquiring Company”):

(a)

obtains Control of the Company as a result of making a general offer to acquire:

(i)

the whole of the issued ordinary share capital of the Company which is made on condition such that if it is satisfied the Acquiring Company will have Control of the Company; or

(ii)

all the shares in the Company which are of the same class as the Shares,

in either case ignoring any Shares which are already owned by it or a member of the same group of companies; or

(b)

obtains Control of the Company in pursuance of a compromise or arrangement sanctioned by the court under section 425 of the Companies Act 1985; or

(c)

becomes entitled to acquire Shares under sections 428 to 430F of that Act,

any Participant may, at any time within the Appropriate Period, by agreement with the Acquiring Company, release any Option which has not lapsed (“the Old Option”) in consideration of the grant to him of an Option (“the New Option”) which (for the purposes of Part 6 of Schedule 4 to ITEPA) is equivalent to the Old Option but relates to shares in a different company (whether the Acquiring Company itself or some other company falling within paragraph 16(b) or (c) of Schedule 4 to ITEPA).

6.5	The New Option

(a)

the reference to Signet Group plc in the definition of the “Company” in Rule 1.1 were a reference to the different company mentioned in Rule 6.1;

(b)

the proviso to Rule 10.1 and Rule 10.2 were omitted;

(c)

the reference in Rule 5.2(b) to the “Remuneration Committee” were a reference to the “Board”; and

(d)

references in Rules 8.3, 9.4, 9.5 and 9.6 to the “Grantor” were references to the grantor of the New Option.

7	EXERCISE OF OPTIONS

7.1	Exercise in whole or in part

An Option may be exercised in whole or in part.

7.2	Manner of exercise

To exercise an Option, the Participant must deliver at the address specified in the notice of exercise:

(a)

an option certificate (or other document or documents evidencing grant as appropriate) covering at least all the Shares over which the Option is then to be exercised;

(b)

the notice of exercise in the prescribed form properly completed and signed by the Participant (or by his duly authorised agent); and

(c)

remittance in cleared funds for the Exercise Price for the Shares over which the Option is exercised.

7.3	Option Exercise Date

7.4	Withholding for tax

The Grantor or the Participant’s employing company may withhold any amount and make the arrangements it considers necessary to meet any liability of the Participant to taxation or social security contributions in connection with the grant, exercise or cancellation of Options (or otherwise from benefits delivered under the Plan). These arrangements may include the sale of any Shares acquired by a Participant under the Plan on behalf of a Participant.

7.5	Issue or transfer of Shares

Subject to Rule 7.6, Shares will be allotted or transferred to a Participant (or his nominee) pursuant to the exercise of an Option within 30 days following the Option Exercise Date.

7.6	Consents

The delivery of any Shares under the Approved Plan will be subject to obtaining any necessary approval or consent.

7.7	Ranking of Shares

7.8	Listing

If the Shares are listed on the London Stock Exchange, the Company will apply for listing of any Shares issued under the Approved Plan as soon as practicable after their allotment.

8	ADJUSTMENT OF OPTIONS

8.1	Variation of equity share capital

If there is a Variation in the equity share capital of the Company:

(a)

the number and/or the nominal value of Shares over which an Option is granted;

(b)

the Option Price; and

(c)

8.2	Nominal value of Shares

(a)

capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares in respect of which the Option is exercisable exceeds the adjusted Exercise Price; and

(b)

apply that sum in paying up the Shares so that on exercise of the Option the Board will capitalise that sum and apply it in paying up the Shares.

8.3	Notifying Participants of adjustments

9	ADMINISTRATION

9.1	Notices

Any notice or other communication in connection with the Approved Plan will be in writing and may be given:

(a)

by personal delivery; or

(b)

by sending it by post:

(i)

in the case of a company to its registered office; and

(ii)

(c)

by sending it by facsimile, email or any form of electronic transfer acceptable to the Grantor to:

(i)

in the case of a company, the facsimile number, email address or other number or address that the company notifies; and

(ii)

9.2	When notice is given

Any notice under Rule 9.1 will be given:

(a)

if delivered, at the time of delivery;

(b)

if posted, at 10.00am on the second business day after it was put into the post; or

(c)

if sent by facsimile, email or any other form of electronic transfer at the time of despatch.

9.3	Partial exercise of Options

9.4	Replacement option certificates

If any option certificate (or other document or documents evidencing grant as appropriate) is worn out, defaced or lost, it may be replaced on the evidence that the Grantor requires being provided.

9.5	Shares to cover Options

The Grantor will ensure that sufficient Shares are available to satisfy all outstanding Options.

9.6	Administration of the Scheme

9.7	Costs of introducing and administering the Approved Plan

10	AMENDING THE APPROVED PLAN

10.1	The Board’s power to amend the Approved Plan

Subject to the provisions of Rule 10, the Board can at any time amend any of the provisions of the Approved Plan in any respect.

10.2	Shareholders’ approval

No amendment to the advantage of Participants will be made under Rule 10.1 without the prior approval by ordinary resolution of the members of the Company in general meeting unless the amendment is:

(a)

minor and to benefit the administration of the Approved Plan;

(b)

to take account of any changes in legislation; or

(c)

to obtain or maintain favourable taxation, exchange control or regulatory treatment for the Company, a Subsidiary of the Company or an Associated Company or any Participant.

10.3	Participants’ Approval

No amendment will be made under Rule 10.1 which would abrogate or adversely affect the subsisting rights of a Participant unless it is made:

(a)

(b)

by a resolution at a meeting of Participants passed by not less than 75% of the Participants who attend and vote either in person or by proxy,

and for the purpose of this Rule 10.3 the provisions of the articles of association of the Company relating to shareholder meetings will apply with the necessary changes.

10.4	Notice of amendments

Participants will be given written notice of any amendments to the Approved Plan made under Rule 10.1 as soon as reasonably practicable after they have been made.

10.5	Prohibited amendment

No amendment will be made to the Approved Plan if, as a result of the amendment, it would cease to be an Employees’ Share Plan.

10.6	Inland Revenue Approval

While the Approved Plan has been, and is to remain, approved by the Inland Revenue

(a)

no amendment to the Approved Plan made prior to Royal Assent to the Finance Bill 2003; and

(b)

no amendment to a key feature of the Approved Plan made after Royal Assent to the Finance Bill 2003

will have effect until such amendment has been approved by the Inland Revenue.

11	GENERAL

11.1	Termination of the Approved Plan

11.2	The Approved Plan and funding the purchase of Shares

The Company and any Subsidiary of the Company may provide money to the trustees of any trust or any other person to enable them or him to acquire Shares to be held for the purposes of the Approved Plan, or enter into any guarantee or indemnity for those purposes, to the extent permitted by any applicable law.

11.3	Rights of Participants and Eligible Employees

11.4	No rights to compensation or damages

11.5	The Benefits of Rule 11.3 and 11.4

11.6	Articles of association

Any Shares acquired on the exercise of Options shall be subject to the articles of association of the Company.

11.7	Severability

The invalidity or non-enforceability of one or more provisions of the Approved Plan will not affect the validity or enforceability of the other provisions of the Approved Plan.

11.8	Governing Law