Diageo-2015-Employee-Handbook

Diageo: Your 2015 Employee Benefits | i

Diageo Benefits Handbook Diageo North America offers you a generous benefits program to help meet the needs of you and your family throughout your career and in the future. These benefits are described in this 2015 Employee Benefits Handbook. Benefits Program Overview

The program has been designed to: New Hires If you’re a new . Help with health-related expenses through the Medical, employee, be sure to Prescription Drug, Dental, and Vision Plans. review Diageo’s New Hire Information 2014. . Protect your income through the Life Insurance, Accidental Death and Dismemberment (AD&D), Business Travel Accident, Short and Long-term Disability Plans, and Long- term Care Insurance. . Provide tax advantages through pre-tax payroll deductions, the Health Care and Dependent Care Flexible Spending Accounts, and the Commuter Expense Reimbursement Account (CERA). . Provide future retirement security through the 401(k) and Cash Balance Plans. . Balance your work and personal life through the Employee Assistance Program (EAP), College Coach, Bright Horizons, My Diageo Assistant, Quorum Credit Union, Vacation Buy Plan, Legal Assistance Plan, Long-term Care Insurance, and offering group rates and policy discounts for auto, home, and pet insurance.

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Diageo Benefits Handbook ...... i About this Summary Plan Description ...... 1 Participating in the Benefit Plans...... 3 Eligibility...... 4 When Coverage Begins ...... 5 Enrolling...... 6 Paying for Coverage...... 7 Life Events and Your Benefit Plans ...... 9 If You Get Married, Attain Domestic Partnership Status, or Enter into a Civil Union ...... 11 If You Move ...... 13 If You Become a Parent ...... 15 If You Become Legally Separated or Divorced, Your Marriage is Annulled, or You Dissolve a Domestic Partnership or a Civil Union ...... 17 If You Take an Approved Leave of Absence (LOA)...... 19 If You Become Disabled...... 21 If You Become Terminally Ill...... 23 If You Die While Actively Employed ...... 25 If a Spouse or Dependent Dies ...... 26 If You Leave the Company...... 28 If You Retire...... 31 If a Dependent Child Is No Longer Eligible for Coverage ...... 33 If Your Spouse/Partner Has a Change in Employment...... 34 Medical Plans ...... 37 Preferred Provider Organization (PPO) Plans ...... 39 How the Preferred Provider Organization (PPO) Plans Work...... 39 Care Coordination—Medical Plan Management...... 42 Benefits Covered by the Preferred Provider Organizations (PPOs) ...... 44 Medical Benefits Not Covered by Preferred Provider Organizations (PPOs) ...... 52 Filing Out-of-Network Medical and Prescription Claims...... 53 Health Management Organizations (HMOs) ...... 54 Consumer-Driven Health Plan (CDHP)...... 61 How the Consumer-Driven Health Plan (CDHP) Plan Works ...... 61 Prescription Drug Program...... 67 Prescription Drug Program...... 68 Dental Plan ...... 73 How the Delta Dental Plans Works ...... 74 Benefits Covered by the Delta Dental Plans ...... 76 Benefits Not Covered by the Delta Dental Plans ...... 78 Filing an Out-of-Network Dental Claim...... 79 Vision Service Plan...... 81 How the Vision Service Plan Works...... 83 Benefits Covered by the Vision Service Plan...... 84 Benefits Not Covered by the Vision Service Plan ...... 85 Health and Dependent Care Flexible Spending Accounts (FSAs)...... 87 How Flexible Spending Accounts (FSAs) Work ...... 88 The Health Care Account ...... 88 The Dependent Care Account...... 92 Other Important Information ...... 94 Tax Matters...... 95

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Commuter Expense Reimbursement Account (CERA) ...... 97 How Commuter Expense Reimbursement Account (CERA) Works...... 98 Paying for Your Expenses...... 100 Life Insurance and Accidental Death & Dismemberment (AD&D)...... 103 How Life Insurance and AD&D Plans Work...... 104 Benefits Covered by Life Insurance ...... 106 Benefits Covered by AD&D...... 108 Filing a Claim for Benefits ...... 109 Converting Your Coverage...... 110 Disability Plans ...... 113 Disability Plans ...... 114 How the Disability Plans Works ...... 114 Additional LTD Information...... 116 If You Receive Benefits from Other Sources ...... 118 Disabilities Not Covered by the Plans ...... 118 How to File a Claim for Benefits...... 119 Converting Your Coverage to an Individual Policy...... 120 401(k) Plan...... 121 How the Plan Works...... 122 Your Contributions...... 124 The Investment Funds...... 126 Access to Your Account Balance While Employed...... 128 Distributions When You Leave the Company ...... 130 Taxes on Distributions...... 132 Things That Can Affect Your Benefit...... 134 Other Plan Information ...... 134 Cash Balance Pension Plan...... 139 How the Cash Balance Pension Plan Works ...... 140 Your Cash Balance Account ...... 141 Vesting Service ...... 143 When Your Cash Balance Benefit Is Payable...... 145 Distribution of Your Account...... 146 Social Security Benefits...... 150 Plan History ...... 151 If You Were a Participant in a Previous Plan ...... 151 Work/Life Benefits ...... 155 Employee Assistance Program (EAP)...... 157 Vacation Buy Plan ...... 158 Additional Insurance Coverage ...... 159 Legal Assistance Plan...... 160 MetLife® Auto & Home Insurance...... 162 Veterinary Pet Insurance...... 163 Discounts and Reimbursement Programs...... 166 Chrysler Affiliates Program...... 166 Tuition Reimbursement Program ...... 167 Fitness Center Reimbursement ...... 170 Nissan Vehicle Purchase Program ...... 171 Financial and Family Programs...... 171 Adoption Assistance...... 172 Bright Horizons...... 172

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College Coach...... 174 My Diageo Assistant...... 174 Quorum Credit Union ...... 175 Other Benefits...... 176 Global Employee Referral Program ...... 176 Matching Gifts Program...... 177 Service Awards...... 179 Administration...... 181 General Plan Information ...... 183 Your ERISA Rights...... 185 Legal Plan Documents ...... 187 Benefit Plans Are Not a Contract of Employment ...... 187 Interpretation of Plan Provisions Are Not Binding...... 188 Assignment of Benefits...... 188 Modification, Amendment, or Termination of the Plans ...... 188 Request for Review ...... 188 Health Care Plans ...... 190 Health Insurance Portability and Accountability Act of 1996 (HIPAA) ...... 195 Qualified Medical Child Support Orders (QMCSO)...... 195 Coordination of Benefits (COB)...... 196 Continuing Coverage through COBRA ...... 198 Military Leaves of Absence ...... 201 Short-term Disability Plan...... 201 Long-term Disability Plan ...... 202 Life Insurance/AD&D/Business Travel Accident Plans ...... 203 401(k) Plan ...... 203 Cash Balance Plan...... 204 Contact Information...... 207

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About this Summary Plan Description Your 2015 Employee Benefits is the Diageo NA Summary Plan Description (SPD) of employee benefit plans effective January 1, 2015. It replaces all prior descriptions of your benefits. There is a link to the SPD website available from Diageo One, the Company’s HR intranet site. Where you see “The Company” throughout this SPD, it means Diageo NA. This SPD is intended to provide an easy-to-understand explanation of the important provisions of your benefit plans. While the information presented here should answer most of your questions, it is not meant to take the place of the official plan documents that govern the plans. If there is a discrepancy between the SPD and the provisions of the plan or insurance documents, the provisions of the plan or insurance documents will prevail. You may request copies of the plan documents by contacting your Human Resources Representative. Diageo NA, in its sole discretion, reserves the right to review, amend or terminate the plans at any time. Your 2015 Employee Benefits does not constitute an expressed or implied contract or guarantee of employment. Refer to the Administration section for details.

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Participating in the Benefit Plans This section provides general information about eligibility requirements and enrolling for coverage in the Company’s benefit plans. In addition to this section, you should refer to each of the detailed plan descriptions for specific provisions that apply to each plan, such as benefit levels, covered services, special plan provisions and when coverage ends.

IN THIS SECTION SEE PAGE Eligibility...... 4 When Coverage Begins...... 5 Enrolling...... 6 Paying for Coverage...... 7

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Eligibility You are eligible for most of the benefits described in this Summary Plan Description (SPD) if you are a full-time, salaried or hourly, non-union employee of Diageo NA working 20 or more hours per week. (Eligibility is different for the Cash Balance Pension Plan and the 401(k) Plan. See Eligibility under the Cash Balance Pension Plan section and Eligibility under the 401(k) Plan section for more information.)

Dependent Eligibility Except for the Health and Dependent Care Flexible Spending Accounts (FSAs), which have different eligibility requirements (refer to those sections of this SPD), eligible dependents include your: . Spouse (unless legally separated) . Spouse of the same sex to whom you are legally married What is a Domestic . Domestic partner of the same or opposite sex Partner? . Natural children, pre-adopted/legally adopted children, stepchildren (including A person who is in an children of civil union partners) who are: ongoing, intimate, and committed relationship  Under age 26 with someone of the  Disabled (any age, subject to plan approval) same or opposite sex that is the equivalent of When you add a dependent to coverage for the first time, you will be prompted to marriage but who is not provide documentation to verify that the dependent complies with these eligibility legally or formally requirements. married. To be eligible, the couple must have Coverage ends for children at the end of the month in which they reach age 26. been living together for Diageo NA provides dependent coverage for the following plans: at least 12 months and intend to continue the . Medical relationship and live together indefinitely. . Prescription Drug . Dental . Vision . Health and Dependent Care Flexible Spending Accounts . Life Insurance/Accidental Death & Dismemberment . Work/Life Benefits: EAP; Legal Assistance Plan; Auto, Home, and Pet Insurance

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Flexible Spending Account (FSA) Dependents For the Health Care Account, you may submit expenses for dependents who are Why are eligibility eligible to participate in the Diageo NA Medical Plan with the exception of domestic requirements different partners and their children who you are not able to claim on your tax return. For for some plans? dependent eligibility requirements, see “Dependent Eligibility” on page 4. Eligibility rules differ for a For the Dependent Care Account, eligible dependents include: variety of reasons. In some cases, federal . Children under age 13 who you claim as dependents on your federal tax return requirements determine who is eligible. For other . Children under age 13 for whom you have legal custody and do not claim as an plans, insurance exemption on your tax return contracts approved by . Any person (child, spouse, elderly parent) who is physically or mentally incapable of state insurance self-care for whom you are entitled to claim as a dependent on your federal tax companies control return and who lives with you for more than one-half of the year. eligibility. For dependents who are not a “qualifying child” the dependent cannot earn gross income in excess of the annual exemption ($3,500 in 2014).

When Coverage Begins Coverage for most benefits begins on your hire date. The following benefit plans are exceptions: . Short-term Disability–Coverage begins 90 days after your hire date. . 401(k) Plan–Participation is voluntary. You are eligible the first day of the month following your hire date (if you are age 21 or older). If you are hired on the first of the month, you will be eligible to participate in the plan on your hire date. If you are younger than age 21, you will be eligible on the 1st of the month following your 21st birthday. Please allow at least 30 days after your hire date for your personal information to be transmitted to Fidelity Investments. You may enroll at anytime within 30 days of your hire date. After 30 days, however, you will be enrolled automatically in the Plan at a contribution rate of 3% of your eligible earnings on a pre-tax basis. If you do not wish to enroll at this time, you must contact Fidelity to change your contribution percent to 0% either by calling Fidelity at 1-800-421-3844 or visiting the website at www.401k.com. If you opt out, you may enroll at anytime in the future. When you are enrolled automatically, Diageo has selected the Fidelity Freedom Fund as the “default” option in which your contributions will be invested. This Fund will have a target retirement date closest to the year you might retire based on your current age—assuming retirement at age 65. You may change your investment options or your contribution percent at anytime by contacting Fidelity or going online. Contributions range from 1% to 50% of your eligible pay up to the IRS limit. . Cash Balance Plan–Participation is automatic. You are eligible the first day of the month following your hire date (if you are age 21 or older). If you are hired on the first of the month, you will be eligible to participate in the plan on your hire date. If you are younger than age 21, you will be eligible on the 1st of the month following your 21st birthday.

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Enrolling For most of the Company’s benefits, you must formally enroll to participate. For some benefits, such as the Cash Balance Plan and Short-term Disability, participation is automatic.

When First Eligible Eligible employees will receive a new hire enrollment guide. For most benefits, you will need to enroll for coverage within 31 days of becoming eligible for coverage. If you do not enroll within this 31-day deadline, you cannot enroll for coverage until the next Open Enrollment period, unless you have a life status change. (See the Life Events section for more information.)

During Open Enrollment Each year you will have the opportunity to review and make changes to your benefit coverage. If you do not enroll for coverage when you first become eligible, or if you want to make a change in your coverage, you may do so during Open Enrollment. Open Enrollment is held each year prior to January 1. Your benefit plans are in effect from January 1-December 31.

Following a Life Event The enrollment choices you make when you first become eligible or during Open Enrollment are usually in effect for the entire calendar year for which you enroll. However, because your needs for benefits typically change when you experience certain life events, such as getting married or having a baby, the benefit plans, in accordance with federal rules, allow you to make changes in some situations as long as you make your change within 31 days of the event. If you have a life status change during the year, you may elect or change your coverage if it relates to the event. A life status change occurs if: . You get married, satisfy the criteria for a domestic partnership, or enter into a civil union . You become legally separated or divorced, your marriage is annulled, you dissolve a domestic partnership or a civil union . Your spouse/partner or dependent dies . You have a child by birth or adoption . You gain or lose custody of a child . Your dependent child no longer meets the eligibility requirements for coverage . There is a change in your or your spouse’s/partner’s employment resulting in a gain/loss of eligibility for one or more of his or her benefit plans . There is a significant cost or coverage change in your or your spouse’s/ partner’s benefit plans . You or your spouse/partner becomes eligible for Medicare . Your COBRA benefits through another employer end . You move

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A change in coverage can be made only if it directly relates to the life status change. Expenses incurred as a result of the life status change will be covered as of the effective date of the life event. See the Life Events section for more information.

Paying for Coverage You and Diageo share in the cost of health care coverage. The cost of your coverage depends on the options you elect and the level of coverage you choose. You pay for your share of health care coverage, FSAs, and vision coverage with pre-tax money that is deducted from your regular paycheck before taxes have been withheld (except for partner coverage). Diageo pays for the rest. When you enroll in medical, dental, and/or vision coverage, you must choose one of the following coverage levels: . Employee . Employee + 1 . Employee + 2 . Employee + 3 or more Tax Savings Example Your annual base salary is $40,000, and your total for benefit deductions (including Spending Accounts and CERA) is $5,000 per year. Pre-tax Deductions After-tax Deductions Your annual base salary $40,000 $40,000 Pre-tax deductions - $5,000 $0 Taxable income $35,000 $40,000 Federal taxes (15%) - $6,533 - $7,283 Social Security / - $2,678 - $3,060 Medicare (FICA) (7.65%) Take-home pay after $25,789 $29,657 taxes After-tax deductions $0 - $5,000 Take-home pay $25,789 $24,657 Estimated tax savings* $1,132 *You may save more if state and local taxes are included. This estimate is based on current tax law and is subject to change.

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Life Events and Your Benefit Plans The Company’s benefits are designed to be flexible, and to help you adapt to the life changes you encounter. Certain events in your life can affect your eligibility for benefits, and may offer you the opportunity to make necessary changes to your coverage. This section can help you make the most of the benefits available to you when these changes occur. Changes to your benefits can be made by logging on to MyDiageoBenefits (www.mydiageobenefits.com) or by calling the Benefits Center at 800-523-2309. For planned events such as a move, marriage, or a new baby, it’s a good idea to make your benefit decisions ahead of time. Please note that most benefit changes that result from life events (also known as “qualified status changes”) must be made within 31 days of the event. However, Congress passed a law that grants a 60-day period for health benefit changes under two circumstances: (1) if you lose Medicaid coverage or your child loses coverage under a State Children’s Health Insurance Program or (2) if you become eligible for a premium subsidy from the State to help pay for your health benefits. If either of these two situations applies to you, you will have 60 days from the date you receive notice from the State, regarding your loss of State- provided coverage or subsidy eligibility, to make changes to your health benefits.

For More Information For details about eligibility for benefits, when you can change your coverage, and how you pay for coverage, see Participating in the Benefits Plans. For information about your legal rights under ERISA, general information on claims review and appeal procedures, and other important administrative details, see Administration.

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IN THIS SECTION SEE PAGE If You Get Married, Attain Domestic Partnership Status, or Enter into a Civil Union...... 11 If You Move...... 13 If You Become a Parent...... 15 If You Become Legally Separated or Divorced, Your Marriage is Annulled, or You Dissolve a Domestic Partnership or a Civil Union ...... 17 If You Take an Approved Leave of Absence (LOA)...... 19 If You Become Disabled...... 21 If You Become Terminally Ill...... 23 If You Die While Actively Employed...... 25 If a Spouse or Dependent Dies...... 26 If You Leave the Company...... 28 If You Retire...... 31 If a Dependent Child Is No Longer Eligible for Coverage...... 33 If Your Spouse/Partner Has a Change in Employment...... 34

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If You Get Married, Attain Domestic Partnership Status, or Enter into a Civil Union Getting married, attaining domestic partnership status, and entering into a civil union are all considered qualified status changes or “life events”, meaning that you can make certain adjustments to your benefits. If you don’t enroll or make changes to certain benefits within 31 days of getting married, attaining domestic partnership status, or entering into a civil union, you must wait until the next Open Enrollment or until you have another life event to enroll or make changes. If you move or change your name, remember to update your personal information on Diageo One. If you change your name, you also need to notify the Social Security Administration. The following table outlines how your coverage is affected if you get married, attain domestic partnership status, or enter into a civil union.

How Coverage Is Affected Benefits Plans How Coverage Is Affected Things to Consider Medical Plans . You may add, change or drop coverage for a . Determine whether your spouse/partner Prescription spouse/partner, and, if applicable, children, will be covered under the Diageo NA Drug Program you must enroll your spouse/partner and/or health plans, or if you will be covered children within 31 days of the event. under his/her plans. Dental Plan . If you plan to enroll under your . Decide if you and your spouse/partner will Vision Plan spouse’s/partner’s plan and drop your maintain separate coverage. Diageo coverage, you must do so within 31 . If you have children, decide who will cover days of the event. the children. . Your coverage change must be consistent with your life status change. Flexible . If you get married, you can enroll or . Determine what expenses your spouse or Spending increase, your Health Care Account and children may have that will not be covered Accounts Dependent Care Account contributions by the health plans, and decide if you want (FSAs) within 31 days of the event. to establish, or increase your Health Care . Your change must be consistent with your Account. life status change. . If you have children who will be in daycare, decide if you want to establish, or increase your Dependent Care Account. Life Insurance/ . You can purchase or increase coverage for . You may be required to submit proof of AD&D Plans yourself, your spouse/partner and eligible insurability if you want to increase your dependent children, if any, for the following Supplemental Life Insurance/AD&D benefits as long as you do so within 31 days coverage. See Life Insurance section for of the event: details.  Supplemental Life Insurance/AD&D . If you do not enroll your spouse/partner  Dependent Life Insurance/AD&D for your within 31 days of your marriage or spouse/domestic partner or dependent establishing a partnership, you will need to children wait until the next Open Enrollment, and your spouse/partner will be required to . You can add your new spouse/partner or provide proof of insurability. children as beneficiaries. There is no 31-day limit to change your beneficiary.

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Benefits Plans How Coverage Is Affected Things to Consider Disability Plans . You cannot make changes to your coverage as a result of this event. 401(k) Plan . There is no 31-day limit–you can change . If you’re currently contributing less than the your 401(k) Plan elections at any time. maximum, you might want to consider . Review your beneficiary designation. Your saving more. spouse will automatically become the . If you’re eligible and not currently beneficiary of your 401(k) Plan. If you want participating, consider enrolling. to choose someone other than your spouse as your beneficiary, your spouse will be required to provide notarized written consent. Cash Balance . Review your beneficiary designation. Your Pension Plan spouse will automatically become the beneficiary of your Cash Balance Plan. If you want to choose someone other than your spouse as your beneficiary, your spouse will be required to provide notarized written consent. Commuter . You can make changes to your CERA . If your commuting vendor or expenses will Expense coverage at any time. change, decide if you want to establish, Reimbursement . To change your coverage, you must submit drop, or change your CERA. Account (CERA) your new information by the 10th of the prior month to be effective the following month. . If you commute on the Long Island Railroad or the Metro North Railroad, changes must be made by midnight Eastern Standard Time (EST) of the 4th of the prior month. Vacation Buy . You cannot make changes to your coverage Plan as a result of this event. Legal . You can change your Legal Assistance Plan . If you participate in the Legal Assistance Assistance Plan coverage level election within 31 days of the Plan, you may contact a Plan attorney for event. help with creating or revising your will or a trust. . If you don’t participate in the Plan, consider enrolling for employee only or family coverage. Other Work/Life . You can change your Auto, Home, or Pet . Let your spouse/partner know that he/she Benefits Insurance elections at any time. can take advantage of the Employee Assistance Program (EAP). . You may want to add or change your Auto, Home, or Pet Insurance.

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If You Move Moving is considered a qualified status change or “life event”, meaning that you can make certain adjustments to your benefits. If you don’t enroll or make changes to certain benefits within 31 days of moving, you must wait until the next Open Enrollment or until you have another life event to enroll or make changes. When you move, remember to update your address on Diageo One. If you move out of state, you must complete a new W-4 form. The following table outlines how your coverage is affected if you move.

How Coverage Is Affected Benefits Plans How Coverage Is Affected Things to Consider Medical Plans . Check to see if you are still in the service . Decide if you need to change your medical Prescription area for your current plan. If not, you may or prescription plan or change primary care Drug Program change plans. If you need to change plans, physicians. you must enroll yourself, your spouse/partner and/or children within 31 days of moving. If you are no longer eligible for your current coverage, you will be defaulted into an appropriate plan unless you make an active election. . Your coverage change must be consistent with your life status change. For example, you may not change your Dental coverage if only your Medical coverage was impacted by your move. Dental Plan . The Dental and Vision plans are not service . Decide if you need to identify a new Vision Plan area based plans. Moving will not impact Dentist that participates in the Delta Dental your eligibility, so no changes can be made of NJ network. to these plans. Flexible . You can enroll or increase your Dependent . If you change to another medical or Spending Care Account contributions within 31 days of prescription plan, determine if your out-of- Accounts moving. pocket health expenses will change, and if (FSAs) . Your change must be consistent with your you want to establish or increase your life status change. Health Care Account. . If your dependent care expenses will change as a result of the move, decide if you want to establish or increase your Dependent Care Account. Life . You cannot make changes to your coverage Insurance/AD&D as a result of this event. Plans Disability Plans . You cannot make changes to your coverage as a result of this event.

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Benefits Plans How Coverage Is Affected Things to Consider 401(k) Plan . You can change your 401(k) Plan elections at any time. Cash Balance . No changes are necessary. Pension Plan Commuter . You can make changes to your CERA . If your commuting vendor or expenses will Expense coverage at any time. change, decide if you want to establish, Reimbursement . To change your coverage, you must submit drop, or change your CERA. Account (CERA) your new information by the 10th of the prior month to be effective the following month. . If you commute on the Long Island Railroad or the Metro North Railroad, changes must be made by midnight EST of the 4th of the prior month. Vacation Buy . You cannot make changes to your coverage Plan as a result of this event. Legal . You cannot make changes to your coverage . If you are buying a primary residence and Assistance Plan as a result of this event. you participate in the Legal Assistance Plan, you may consult a Plan attorney regarding real estate matters. . If you don’t participate in the Plan, consider enrolling for employee only or family coverage. Other Work/Life . You can change your Auto, Home, or Pet . Remember that the Employee Assistance Benefits Insurance elections at any time. Program (EAP) is available to you. . My Diageo Assistant can help you find child care and other services in your new location. . You may want to add or change your Auto, Home, or Pet Insurance.

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If You Become a Parent Becoming a parent is considered a qualified status change or “life event”, meaning that you can make certain adjustments to your benefits. If you don’t enroll or make changes to certain benefits within 31 days of becoming a parent, you must wait until the next Open Enrollment or until you have another life event to enroll or make changes. The following table outlines how your coverage is affected when you become a parent.

How Coverage Is Affected Benefits Plans How Coverage Is Affected Things to Consider Medical Plans . You may elect coverage, drop coverage, or . Determine whether your child will be Prescription add dependents within 31 days of the event. covered under your plan or your Drug Program . If you plan to add coverage, you must enroll spouse’s/partner’s plans. Dental Plan your new child within 31 days of the birth, . If you are adopting an older child, consider placement for adoption, or adoption for enrolling him/her for dental and vision Vision Plan coverage to be effective on those dates. coverage. . Your coverage change must be consistent with your life status change. Flexible . You can enroll or increase your Health Care . Determine what expenses your child may Spending Account and Dependent Care Account have that will not be covered by the health Accounts contributions within 31 days of the event. plans, and decide if you want to establish, (FSAs) . Your change must be consistent with your or increase your Health Care Account. life status change. . If your child will be in daycare, decide if you want to establish, or increase your Dependent Care Account. Life Insurance . You can purchase or increase coverage for . You may be required to submit proof of AD&D Plans the following benefits as long as you do so insurability if you want to increase your within 31 days of the event: Supplemental Life Insurance/AD&D  Supplemental Life Insurance/AD&D coverage. See Life Insurance section for details.  Dependent Life Insurance/AD&D for your spouse/partner or dependent children . If you do not enroll your child within 31 days of birth or placement, you will need to . You can add your new child as a beneficiary. wait until the next Open Enrollment, and There is no 31-day limit to change your you may be required to provide proof of beneficiary. insurability. Disability Plans . You cannot make changes to your coverage as a result of this event. 401(k) Plan . There is no 31-day limit–you can change . Evaluate whether you’re taking full your 401(k) Plan elections at any time. advantage of the 401(k) Plan—review your . Review your beneficiary designations. If you contributions and investment choices. are married, your spouse is automatically the beneficiary of your 401(k) Plan. If you want to add your child as beneficiary, your spouse will be required to provide notarized written consent.

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Benefits Plans How Coverage Is Affected Things to Consider Cash Balance . Review your beneficiary designations. If you Pension Plan are married, your spouse is automatically the beneficiary of your Cash Balance Plan. If you want to add your child as beneficiary, your spouse will be required to provide notarized written consent. Commuter . You can make changes to your CERA . If your commuting expenses will change, Expense coverage at any time. decide if you want to establish, drop, or Reimbursement . To change your coverage, you must submit change your CERA. Account (CERA) your new information by the 10th of the prior month to be effective the following month. . If you commute on the Long Island Railroad or the Metro North Railroad, changes must be made by midnight EST of the 4th of the prior month. Vacation Buy . You cannot make changes to your coverage Plan as a result of this event. Legal . You can change your Legal Assistance Plan . If you participate in the Legal Assistance Assistance Plan coverall level election within 31 days of the Plan, you may contact a Plan attorney for event. help with creating or revising your will or a trust. . If you don’t participate in the Plan, consider enrolling for employee only or family coverage. Other Work/Life . You can change your Auto, Home, or Pet . Remember that the Adoption Assistance Benefits Insurance elections at any time. Program, Employee Assistance Program (EAP), and My Diageo Assistant are available to you. (My Diageo Assistant can help you find child care.)

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If You Become Legally Separated or Divorced, Your Marriage is Annulled, or You Dissolve a Domestic Partnership or a Civil Union Legal separation, divorce, annulment, and dissolving domestic partnerships and civil unions are all considered qualified status changes or “life events”, meaning that you can make certain adjustments to your benefits. If you don’t enroll or make changes to certain benefits within 31 days of the event, you must wait until the next Open Enrollment or until you have another life event to enroll or make changes. If you move or change your name, remember to update your personal information on Diageo One. If you change your name, you also need to notify the Social Security Administration. The following table outlines how your coverage is affected by legal separation, divorce, annulment, and dissolution of a domestic partnership or civil union.

How Coverage Is Affected Benefits Plans How Coverage Is Affected Things to Consider Medical Plans . If you’re not currently enrolled, you can . Evaluate whether you need to change your Prescription enroll yourself and/or your children for coverage level—for example, from Drug Program Diageo coverage as long as you do so within employee + one to employee only. 31 days of the event. Dental Plan . Decide if your spouse/partner will continue . If you’re currently enrolled in Diageo coverage through COBRA. He/she will be Vision Plan coverage, you can change your coverage required to pay the full cost of coverage level or cancel coverage for your former plus a 2% administrative fee. spouse or partner. Your spouse’s/partner’s . If you are moving, determine if you need to coverage ends on the last day of the month change your primary care physician. in which your divorce, separation, or annulment is finalized or partnership or union is dissolved. . You may be responsible for providing coverage for your spouse and/or dependent children through a court order. . Your coverage change must be consistent with your life status change. Flexible . You can enroll, increase, decrease or stop . Evaluate whether you should continue, Spending your Health Care Account and Dependent drop, or change your Health Care Account Accounts Care Account contributions within 31 days of contributions. (FSAs) the event. . Evaluate whether you should continue, . You may use the Heath Care Account to drop, or change your Dependent Care reimburse yourself for the eligible expenses Account contributions. of a dependent even if they do not live with . Remember to submit health care expenses you, if you are legally required to pay their that were incurred while your ex-spouse or health care expenses. partner was still eligible for coverage. . Your change must be consistent with your life status change. . You cannot reduce your Health Care Account election to less than the amount you have already been reimbursed from the Account.

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Benefits Plans How Coverage Is Affected Things to Consider Life . You may increase or decrease coverage for . You may be required to submit proof of Insurance/AD&D yourself. insurability if you want to increase your Plans . You can cancel coverage for your former Supplemental Life Insurance/AD&D spouse or partner, as long as you do so coverage. See Life Insurance section for within 31 days of the event. details. . You may want to reconsider your beneficiary . Determine whether you need to change designations. There is no 31-day limit to your coverage—for example, stop change your beneficiary. participating in the Dependent Life Insurance/AD&D Plan. . You may be required to submit proof of insurability if you want to increase your Supplemental Life Insurance/AD&D coverage. Disability Plans . You cannot make changes to your coverage . as a result of this event. 401(k) Plan . There is no 31-day limit–you can change . You may be required to provide a benefit your 401(k) Plan elections at any time. for your ex-spouse through a Qualified . Review your beneficiary designation. Domestic Relations Order (QDRO), if agreed to by both parties through the court. . If you’re currently contributing less than the maximum, you might want to consider saving more. . If you’re eligible and not currently participating, consider enrolling. Cash Balance . Review your beneficiary designation. . You may be required to provide a benefit Pension Plan for your ex-spouse through a Qualified Domestic Relations Order (QDRO), if agreed to by both parties through the court. Commuter . You can make changes to your CERA . If your commuting vendor or expenses will Expense coverage at any time. change, decide if you want to establish, Reimbursement . To change your coverage, you must submit drop, or change your CERA. Account (CERA) your new information by the 10th of the prior month to be effective the following month. . If you commute on the Long Island Railroad or the Metro North Railroad, changes must be made by midnight EST of the 4th of the prior month. Vacation Buy . You can change your Vacation Buy Plan . Determine whether your vacation plans will Plan election within 31 days of the event. change this year and whether to buy additional vacation days.

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Benefits Plans How Coverage Is Affected Things to Consider Legal . You can change your Legal Assistance Plan . If you participate in the Legal Assistance Assistance Plan election within 31 days of the event. Plan, you may contact a Plan attorney for assistance with your separation/divorce/ dissolution and for help with child custody or child support issues. . If you have family Legal Assistance Plan coverage, consider changing to employee only coverage. Other Work/Life . You can change your Auto, Home, or Pet . Remember that the Employee Assistance Benefits Insurance elections at any time. Program (EAP) is available to you. . You may want to add or change your Auto, Home, or Pet Insurance.

If You Take an Approved Leave of Absence (LOA) If you plan to take a leave of absence (LOA), notify your supervisor, and call Hartford Life at 1-800-863-5166 within three days of the date you become aware of the leave. The following table outlines how your coverage is affected by taking an LOA.

How Coverage Is Affected Benefits Plans How Coverage Is Affected Medical Plans . You can continue your medical, dental, and vision plan coverage by paying your portion of the Prescription monthly premium. Drug Program Dental Plan Vision Plan Flexible . If you are on an approved paid LOA, contributions will continue to be deducted from your Spending paycheck for the Health Care Account. Contributions to the Dependent Care Account will end. Accounts . If you are on an approved unpaid LOA, all contributions will end. (FSAs) . You may continue to submit claims to the Health Care Account for expenses incurred prior to your LOA date and to the Dependent Care Account for expenses incurred during the remainder of the calendar year. . If you return to work, your contributions to the Health Care Account will resume. You will need to re-enroll in the Dependent Care Account if you would like to participate when you return to work.

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Benefits Plans How Coverage Is Affected Life . If you are on an approved personal or family leave of absence, your Company-paid insurance, Insurance/AD&D except Business Travel Accident coverage, will continue. You may continue Supplemental or Plans Dependent coverage by paying the premium. If you do not maintain your coverage during your leave, or if you don’t make the required payments, coverage will be canceled. Proof of insurability may be required to reinstate benefits. . If you are on an approved military leave of absence, Basic and Supplemental Life Insurance/AD&D will be suspended on the last day of the month following the month in which your leave begins. Business Travel Accident Insurance will end on the date your leave begins. You may continue Dependent coverage by paying the premium. If you do not maintain your Dependent coverage during your military leave, or if you don’t make the required payments, coverage will be canceled. Your spouse/partner may need to provide proof of insurability to reinstate his/her benefits. Children do not need to provide proof of insurability. . Your pre-leave Company-provided and Supplemental insurance will be reinstated when you return to work. Disability Plans . Your Short-term and Long-term Disability coverage will be suspended until you return to work. You will not be eligible for disability benefits if you become disabled while on LOA. . If you return to work, your coverage and premiums (if applicable) will resume. 401(k) Plan . Contributions to your 401(k) account will be discontinued while you are on LOA, and resume when you return to work. . You may continue to make investment fund changes, and your account will continue to share in investment performance. . If you are on an approved military leave of absence, you may continue contributions based on the actual pay received from the Company according to the military leave policy in effect. . When you return from military leave, you may make up the missed contributions to your account up to the statutory limits. . If you have an outstanding loan, contact Fidelity at 1-800-421-3844 to discuss your payment options. Cash Balance . Your Cash Balance Account will continue to accrue interest credits. Pension Plan . You will continue to receive Vesting Service credit. . If you are on an approved military leave of absence, service continues to accrue with no break as long as you return to work after the leave. . Contribution & interest credits will be continued on actual pay received from the Company according to the military leave policy in effect. . When you return from military leave, retroactive Company contribution credits will be made to your account. Commuter . CERA deductions will be discontinued while you are on LOA. Expense . Remember to submit any CERA expenses you incurred before your LOA (six month limit). Reimbursement Account (CERA) Vacation Buy . Consider using your Vacation Buy days during your LOA. Plan Legal . You can continue coverage as long as you pay the required premiums. Assistance Plan Other Work/Life . Employee Assistance Program (EAP) benefits continue while you are on LOA. Benefits . You may want to add or change your Auto, Home, or Pet Insurance.

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If You Become Disabled If you become disabled, notify your supervisor, and call Hartford Life immediately at 1-800-863-5166. If you are injured on the job, you must also call Liberty Mutual at 1-800-362-0000. The following table outlines how your benefits coverage is affected by becoming disabled. See Disability Plans for more information.

How Coverage Is Affected Benefits Plans How Coverage Is Affected Medical Plans . If you are receiving Short-term Disability (STD) benefits, your health care coverage remains in Prescription effect. Your premium will be deducted from your STD payments. Drug Program . When your employment ends after you begin receiving LTD benefits, you may continue Dental Plan coverage for up to 29 months through COBRA. You will be required to pay 50% of the applicable monthly COBRA premium. Vision Plan Flexible . If you are receiving STD benefits, contributions will continue to be deducted for both accounts. Spending . If you are on LTD, you may continue after-tax contributions to your Health Care Account Accounts through COBRA until the end of the plan year in which you first became eligible for LTD. You (FSAs) will be required to pay the full cost of coverage plus a 2% administrative fee. If you do not continue your Health Care Account through COBRA, you may only submit claims for expenses incurred prior to your receiving LTD benefits. . If you are on LTD, you may not continue participating in your Dependent Care Account, but may submit claims for dependent care expenses incurred during the remainder of the calendar year. Life . If you are receiving STD benefits, all current Life/AD&D coverage remains in effect. Any Insurance/AD&D applicable Supplemental or Dependent premiums will be deducted from your STD payments. Plans Business Travel Accident Insurance ends on the day you become disabled. . If you are receiving LTD benefits, your group coverage will end on the last day of the month in which you became eligible for LTD. You may convert your life insurance to an individual insurance policy within 31 days of when your coverage ends. Disability Plans . Your coverage is suspended while you are receiving STD or LTD benefits. If you return to work(or, if your employment was terminated and you are rehired), your coverage will resume. 401(k) Plan . If you are receiving STD benefits, your 401(k) contributions will continue to be deducted from your STD pay. . If you are receiving LTD benefits, 401(k) contributions will stop until you return to work (or, if your employment was terminated, you are rehired). . You may elect to roll over your account value once your employment ends or have the account paid to you. . If you have the account paid to you (not rolled over), you should consult a tax advisor for tax consequences on the distribution. . Check with Hartford Life to evaluate the impact of a 401(k) payout on your LTD benefit, if any.

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Benefits Plans How Coverage Is Affected Cash Balance . If you are receiving STD benefits, Company contributions to your Cash Balance account will Pension Plan continue based on your STD pay. . If you become disabled under the LTD policy on or after February 1, 2009, you will stop receiving Contribution Credits when your employment ends after you begin receiving LTD benefits. . The Cash Balance account will be paid to you (or rolled over) at the earlier of your Normal Retirement Date, or your termination date. . You may elect to roll over your account value at or after the LTD effective date or have the account paid to you, in which case your account will be terminated. Commuter . CERA deductions will be discontinued while you are on disability and will resume when you Expense return to work (or, if your employment is terminated, you are rehired). Reimbursement . Remember to submit CERA expenses incurred prior to your disability (six month limit). Account (CERA) Vacation Buy . Re-evaluate your vacation needs. Plan . Vacation Buy will terminate when your employment ends and you will receive pay-out of any unused days. Legal . Legal Assistance Plan premiums will be deducted from your STD pay. Coverage will terminate Assistance Plan on the last day of the month in which your employment ends. . If you participate in the Legal Assistance Plan and are in the process of legal proceedings on your when your employment ends, you may be able to continue with those proceedings for up to 90 days. Other Work/Life . Employee Assistance Program (EAP) benefits continue while you are on STD. Benefits . Benefits terminate at the end of the month in which your employment ends. . You may want to add or change your Auto, Home, or Pet Insurance.

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If You Become Terminally Ill If you become terminally ill and need to take a leave of absence, notify your supervisor and call Hartford Life at 1-800-863-5166. The following table outlines how your benefits coverage is affected by becoming terminally ill.

How Coverage Is Affected Benefits Plans How Coverage Is Affected Things to Consider Medical Plans . Your coverage will not be affected if you are . Check how your Medical Plan covers Prescription able to continue to work. hospice care. The Diageo NA Drug Program . If you are receiving Short-term Disability UnitedHealthcare (UHC) Medical Plans offer coverage for hospice care. Dental Plan (STD) benefits, your health care coverage remains in effect. Your premium will be . If you are a member of the Kaiser Vision Plan deducted from your STD payments. Permanente HMO, check with your HMO . When your employment ends after you begin for hospice coverage. receiving LTD benefits, you may continue coverage for up to 29 months through COBRA. You will be required to pay 50% of the applicable monthly COBRA premium. Flexible . Your coverage will not be affected if you are Spending able to continue to work. Accounts . If you are receiving STD benefits, (FSAs) contributions will continue to be deducted for both accounts. . If you are on LTD, you may continue after- tax contributions to your Health Care Account through COBRA for the plan year in which you first started LTD benefits. You will be required to pay the full cost of coverage plus a 2% administrative fee. If you do not continue your Health Care Account through COBRA, you may only submit claims for expenses incurred prior to your receiving LTD benefits. . If you are on LTD, you may not continue participating in your Dependent Care Account, but may submit claims for dependent care expenses incurred during the remainder of the calendar year.

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Benefits Plans How Coverage Is Affected Things to Consider Life . Review your beneficiary designations, and . If you are under age 60, the Living Benefits Insurance/AD&D make changes as necessary. Option allows you access to 50% of your Plans Company-paid and Supplemental Life Insurance (AD&D is not included), up to $175,000. At your death, any remaining benefits will be paid to your beneficiary. There are no restrictions as to how you spend the money. You may want to consult with a tax advisor before choosing this option. Disability Plans . Apply for disability benefits from the Company and Social Security (if applicable). 401(k) Plan . Review your beneficiary designations. Cash Balance . Review your beneficiary designations. Pension Plan Commuter . Decide if you want to drop or change your Expense CERA deductions, which you can do at any Reimbursement time while you are employed by the Account (CERA) Company. Vacation Buy . Re-evaluate your vacation needs. Plan Legal . Your coverage in the Legal Assistance plan . If you participate in the Legal Assistance Assistance Plan will continue Plan, you may contact a Plan attorney for help with creating or revising your will or a trust. Other Work/Life . Your participation in the Employee . Remember that the Employee Assistance Benefits Assistance Program (EAP) will continue Program (EAP) is available to you. . Home/Auto/Pet insurance will continue as long as you continue to pay the premiums.

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If You Die While Actively Employed If you die, your beneficiary(ies) should notify your supervisor and your Human Resources Representative as soon as possible. To receive benefits, your beneficiary(ies) will need to complete a claim form and submit a certified death certificate. Your Human Resources Representative can help your beneficiary(ies) complete the necessary claim forms and any additional information required by the insurance company. The following table outlines the how benefits coverage for your dependents is affected.

How Coverage Is Affected Benefits Plans How Coverage Is Affected Medical Plans . The Company will provide medical, prescription, dental, and vision coverage for your eligible Prescription dependents through COBRA at no cost to them for up to one year. Drug Program . After one year, they may continue their coverage for an additional 24 months through COBRA. Dental Plan They will be required to pay the full cost of coverage plus a 2% administrative fee. Vision Plan Flexible . Your eligible dependents may submit expenses incurred prior to your death. Spending Accounts (FSAs) Life Insurance/ . Your beneficiary(ies) will be paid a life insurance benefit and, if applicable, an AD&D benefit. AD&D Plans . Your dependents may convert their Dependent Life Insurance/AD&D to an individual policy within 31 days of your death. Disability Plans . If you were receiving LTD benefits at your death, your spouse or children may be eligible for a lump sum benefit. 401(k) Plan . Your 401(k) account will become fully vested. . Your beneficiary(ies) will receive information about their payout options, and may choose:  A lump sum as soon as practical after your death, or  A deferred lump sum distribution payable no later than the last day of the 5th calendar year immediately following your death, or  Annual or quarterly installment payments over a period not to exceed your beneficiary’s life expectancy. Cash Balance . Your Cash Balance account will become fully vested. Pension Plan . Your beneficiary(ies) will receive information about payout options and may choose:  A survivor annuity—if the beneficiary is your spouse, he/she may waive the annuity and may elect to receive a single lump sum payment as soon as practical after your death.  Beneficiary(ies) other than your spouse may receive a single lump sum. Commuter . Your dependents may submit CERA expenses you incurred prior to your death (six month Expense limit). Reimbursement Account (CERA)

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Benefits Plans How Coverage Is Affected Vacation Buy . Your spouse/partner or estate will be paid the balance of your unused Vacation Buy days. Plan Legal . If you were a participant in the Legal Assistance Plan when you died, the Plan will provide Assistance Plan coverage for the administration of your estate. . Your covered dependents’ coverage will cease at the end of the month in which you die. . If you or a covered dependent was involved in legal proceedings when you died, your dependent(s) may be able to continue with those proceedings for up to 90 days. Other Work/Life . The Employee Assistance Program (EAP) can provide resources and bereavement Benefits counseling for your eligible dependents. . Your dependents may continue their Auto, Home, or Pet Insurance.

If a Spouse or Dependent Dies A spouse or dependent dying is considered to be a qualified status change or “life event”, meaning that you can make certain adjustments to your benefits. If you don’t enroll or make changes to certain benefits within 31 days, you must wait until the next Open Enrollment or until you have another life event to enroll or make changes. If a dependent dies, notify your Human Resources Representative and make any necessary changes to your personal information on Diageo One. If you have Dependent Life Insurance, you will need to complete a claim form and submit a certified death certificate. Your Human Resources Representative can help you complete the necessary claim forms and any additional information required by the insurance company. The following table outlines how your coverage is affected if a dependent dies.

How Coverage Is Affected Benefits Plans How Coverage Is Affected Things to Consider Medical Plans . If you’re spouse dies and you are not . Evaluate whether you need to change your Prescription currently enrolled, you can enroll yourself coverage level—for example, from Drug Program and/or your children for Diageo coverage as employee + one to employee only. long as you do so within 31 days of the Dental Plan event. Vision Plan . If you’re currently enrolled in Diageo coverage, and your dependent dies you can change your coverage level or cancel coverage for that dependent. . Your coverage change must be consistent with your life status change.

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Benefits Plans How Coverage Is Affected Things to Consider Flexible . You can enroll, increase or decrease your . Evaluate whether you should continue, Spending Health Care Account and Dependent Care drop, or change your Health Care Account Accounts Account contributions within 31 days of the contributions. (FSAs) event. . Evaluate whether you should continue, . Your change must be consistent with your drop, or change your Dependent Care life status change. Account contributions. . You cannot reduce your Health Care . Remember to submit health care expenses Account election to less than the amount you that were incurred by your dependent prior have already been reimbursed from the to his/her death. Account. Life Insurance/ . You can change your coverage as long as . Determine whether you need to change AD&D Plans you do so within 31 days of the event. your coverage—for example, stop . You may want to reconsider your beneficiary participating in the Dependent Life designations. There is no 31-day limit to Insurance/AD&D Plan. change your beneficiary. . You may be required to submit proof of insurability if you want to increase your coverage. Disability Plans . You cannot make changes to your coverage as a result of this event 401(k) Plan . There is no 31-day limit–you can change your 401(k) Plan elections at any time. . Review your beneficiary designation. Cash Balance . Review your beneficiary designation. Pension Plan Commuter . You can make changes to your CERA . If your commuting vendor or expenses will Expense coverage at any time during the year. change, decide if you want to establish, Reimbursement . To change your coverage, you must submit drop, or change your CERA. Account (CERA) your new information by the 10th of the prior month to be effective the following month. . If you commute on the Long Island Railroad or the Metro North Railroad, changes must be made by midnight EST of the 4th of the prior month. Vacation Buy . You can change your Vacation Buy Plan Determine whether your vacation plans will Plan election within 31 days of the event. change this year and whether to buy additional vacation days.

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Benefits Plans How Coverage Is Affected Things to Consider Legal . You can change your Legal Assistance Plan Assistance Plan election within 31 days of the event. . If your dependent participated in the Legal Assistance Plan, the Plan will provide coverage for the administration of his/ her estate. . If your dependent was involved in legal proceedings when he/she died, you may be able to continue with those proceedings for up to 90 days. Other Work/Life . You can change your Auto, Home, or Pet . The Employee Assistance Program (EAP) Benefits Insurance elections at any time. can provide resources and bereavement counseling for you and your eligible dependents. . You may want to add or change your Auto, Home, or Pet Insurance.

If You Leave the Company The following table outlines what happens to your benefits coverage when you leave the Company.

How Coverage Is Affected Benefits Plans How Coverage Is Affected Things to Consider Medical Plans . Coverage ends on the last day of the month Prescription in which you leave the Company. Drug Program . You can continue coverage for 18 months Dental Plan through COBRA. You will be required to pay the full cost of coverage plus a 2% Vision Plan administrative fee. Flexible . Participation ends on the last day of the . Remember to submit health care expenses Spending month in which you leave the Company. incurred prior to your termination date. Accounts . You can elect to continue participation in the Health Care Account through the end of the year on an after-tax basis through COBRA. You will be required to pay the full cost of coverage plus a 2% administrative fee. . You may not continue your Dependent Care Account when you leave the Company. . You may submit dependent care expenses incurred through the remainder of the calendar year.

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Benefits Plans How Coverage Is Affected Things to Consider Life . Coverage ends on the last day of the month Insurance/AD&D in which you leave the Company. Plans . You can elect to continue coverage by converting to an individual policy. You must purchase coverage within 31 days after coverage ends. Disability Plans . Coverage ends on your last day of work. . You can elect to continue coverage by converting to an individual policy. You must purchase coverage within 31 days after coverage ends. 401(k) Plan . If your 401(k) account balance is $5,000 or . If you are “Early Retirement” eligible, i.e., less, it will be paid out as a lump sum. You at least age 50 with 5 or more years of may roll it over to an Individual Retirement service, you may keep your account in the 1 Account (IRA) or another tax-qualified Plan until age 70 2. employer plan without taxes being withheld. . If you are “Early Retirement” eligible, i.e., If you do not roll it over, there may be tax at least age 50 with 5 or more years of liabilities for which you will be responsible. service, you may elect installment . If your account balance is greater than payments directly from the Plan to be paid $5,000, you may choose to receive the full over a specific time period or over your value of your account balance in a lump lifetime or joint lifetimes with your spouse, sum, or you may keep your account in the if married. Plan until age 65. . Outstanding loans must be paid back after you leave the Company. . You may roll your balance over to an Individual Retirement Account (IRA) or another tax-qualified employer plan without taxes being withheld. If you do not roll it over, there may be tax liabilities for which you will be responsible. . You will not be able to make any further contributions, but you may continue to change investment funds within the Plan. . Review your beneficiary designation. If you are married, your spouse is always your beneficiary. If you want to choose another beneficiary, your spouse will be required to provide notarized written consent. Call Fidelity at 1-800-421-3844 for beneficiary forms or log on to their website via Diageo One.

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Benefits Plans How Coverage Is Affected Things to Consider Cash Balance . You may apply for your Cash Balance Pension Plan benefit 60 days in advance of your retirement date. . When you complete the Application for Benefits forms, you will receive information about your distribution options. . Review your beneficiary designation. If you are married, your spouse is always your beneficiary. If you want to choose another beneficiary, your spouse will be required to provide notarized written consent. Beneficiary forms are available in the Forms library on Diageo One. Commuter . CERA deductions will stop when you leave Expense the Company. Reimbursement . Remember to submit any CERA expenses Account (CERA) you incurred before your last day of work (six month limit). Vacation Buy . You may request payment of any unused Plan Vacation Buy days when you leave the Company. Legal . If you participate in the Legal Assistance Assistance Plan Plan and are in the process of legal proceedings on your last day of work, you may be able to continue with those proceedings for up to 90 days. Other Work/Life . The Employee Assistance Program (EAP) Benefits ends on your last day of work. . You may continue your Auto, Home, or Pet Insurance.

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If You Retire Remember to notify your Human Resources Representative at least two months before you plan to retire. The following table outlines what happens to your benefits coverage when you retire.

How Coverage Is Affected Benefits Plans How Coverage Is Affected Things to Consider Medical Plans . Coverage ends on the last day of the . Contact your Human Resources Prescription Drug month in which you retire. Representative to see if you are eligible for Program . You can continue coverage through retiree medical benefits. Dental Plan COBRA. You will be required to pay the full cost of coverage plus a 2% Vision Plan administrative fee. . You can apply for Medicare if you are age 65 or older. Flexible Spending . Participation ends on the last day of the . Remember to submit health care expenses Accounts month in which you retire. incurred prior to your retirement date. . You can elect to continue participation in . You may submit dependent care expenses the Health Care Account through the end incurred through the remainder of the of the year on an after-tax basis through calendar year. COBRA. You will be required to pay the full cost of coverage plus a 2% administrative fee. . You may not continue your Dependent Care Account when you retire. Life . Coverage ends on the last day of the . Contact your Human Resources Insurance/AD&D month in which you retire. Representative to see if you are eligible for Plans . You can elect to continue coverage by retiree life insurance benefits. converting to an individual policy. You must purchase coverage within 31 days after coverage ends. Disability Plans . Coverage ends on your last day of work. . You can elect to continue coverage by converting to an individual policy. You must purchase coverage within 31 days after coverage ends.

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Benefits Plans How Coverage Is Affected Things to Consider 401(k) Plan . If your 401(k) account balance is $5,000 . If you are “Early Retirement” eligible, i.e., or less, it will be paid out as a lump sum. at least age 50 with 5 or more years of You may roll it over to an Individual service, you may keep your account in the 1 Retirement Account (IRA) or another tax- Plan until age 70 2. qualified employer plan without taxes . If you are “Early Retirement” eligible, i.e., being withheld. If you do not roll it over, at least age 50 with 5 or more years of there may be tax liabilities for which you service, you may elect installment will be responsible. payments directly from the Plan to be paid . If your account balance is greater than over a specific time period or over your $5,000, you may choose to receive the lifetime or joint lifetimes with your spouse, full value of your account balance in a if married. lump sum, or you may keep your account in the Plan until age 65. . Outstanding loans must be paid back after you retire. . You may roll your balance over to an Individual Retirement Account (IRA) or another tax-qualified employer plan without taxes being withheld. If you do not roll it over, there may be tax liabilities for which you will be responsible. . You will not be able to make any further contributions, but you may continue to change investment funds within the Plan. . Review your beneficiary designation. If you are married, your spouse is always your beneficiary. If you want to choose another beneficiary, your spouse will be required to provide notarized written consent. Call Fidelity at 1-800-421-3844 for beneficiary forms or log on to their website via Diageo One. Cash Balance . You may apply for your Cash Balance Pension Plan benefit 60 days in advance of your retirement date. . When you complete the Application for Benefits forms, you will receive information about your distribution options. . Review your beneficiary designation. If you are married, your spouse is always your beneficiary. If you want to choose another beneficiary, your spouse will be required to provide notarized written consent. Beneficiary forms are available in the Forms library on Diageo One.

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Benefits Plans How Coverage Is Affected Things to Consider Commuter . CERA deductions will stop when you Expense retire. Reimbursement . Remember to submit any CERA Account expenses you incurred before your last (CERA) day of work (six month limit). Vacation Buy Plan . You may request payment of any unused Vacation Buy days when you retire. Legal Assistance . If you participate in the Legal Assistance Plan Plan and are in the process of legal proceedings when you retire, you may be able to continue with those proceedings for up to 90 days. Other Work/Life . The Employee Assistance Program . Consider accessing the Employee Benefits (EAP) ends on your last day of work. Assistance Program (EAP) to help you . You may continue your Auto, Home, or prepare for retirement. Pet Insurance.

If a Dependent Child Is No Longer Eligible for Coverage A dependent child losing eligibility for coverage is considered a qualified status change or “life event”, meaning that you can make certain adjustments to your benefits. If you don’t make changes to certain benefits within 31 days, you must wait until the next Open Enrollment or until you have another life event to make changes. The following table outlines how coverage is affected when a dependent child is no longer eligible for coverage.

How Coverage Is Affected Benefits Plans How Coverage Is Affected Things to Consider Medical Plans . If you’re currently enrolled in Diageo . Evaluate whether you need to change your Prescription Drug coverage, you can change your coverage level—for example, from Program coverage level or cancel coverage for employee + one to employee only. that dependent. Your child can Dental Plan continue coverage through COBRA. Vision Plan You will be required to pay the full cost of coverage plus a 2% administrative fee. . Your coverage change must be consistent with your life status change. Flexible Spending . You can enroll or increase your Health . Evaluate whether you should continue, drop, Accounts Care Account and Dependent Care or change your Health Care Account Account contributions within 31 days of contributions. the event. . Evaluate whether you should continue, drop, . Your change must be consistent with or change your Dependent Care Account your life status change. contributions. . Remember to submit health care expenses that were incurred by your dependent prior to his/her losing coverage.

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Benefits Plans How Coverage Is Affected Things to Consider Life . You can change your coverage as . Determine whether you need to change your Insurance/AD&D long as you do so within 31 days of the coverage—for example, stop participating in Plans event. the Dependent Life Insurance/AD&D Plan. . You may want to reconsider your . You may be required to submit proof of beneficiary designations. There is no insurability if you want to increase your 31-day limit to change your coverage. beneficiary. Legal Assistance . You can change your Legal Assistance Plan Plan coverage level election within 31 days of the event.

If Your Spouse/Partner Has a Change in Employment A spouse or partner’s change in employment resulting in you or your spouse/dependents gaining or losing coverage under another plan is considered a qualified status change or “life event”, meaning that you can make certain adjustments to your benefits. If you don’t enroll or make changes to certain benefits within 31 days, you must wait until the next Open Enrollment or until you have another life event to enroll or make changes. The following table outlines what happens to benefits coverage if your spouse/partner has a change in employment.

How Coverage Is Affected Benefits Plans How Coverage Is Affected Things to Consider Medical Plans . If you plan to add coverage for a . Determine whether your spouse or Prescription Drug spouse or partner, and, if applicable, partner will be covered under the Program children, you must enroll your spouse, Diageo NA health plans, or if you will partner, and/or children within 31 be covered under his/her plans. Dental Plan days of the event. . Decide if you and your spouse or Vision Plan . If you plan to enroll under your partner will maintain separate spouse’s or partner’s plan and drop coverage. your Diageo coverage, you must do . If you have children, decide who will so within 31 days of the event. cover the children. . Your coverage change must be consistent with your life status change. Flexible Spending . You can enroll, or increase your . Determine what expenses your Accounts Health Care Account and Dependent spouse, partner, or children may have Care Account contributions within that will not be covered by the health 31 days of the event. plans, and decide if you want to . Your change must be consistent with establish or increase your Health your life status change. Care Account. . If you have children who will be in daycare, decide if you want to establish, drop, or change your Dependent Care Account.

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Benefits Plans How Coverage Is Affected Things to Consider Life . You can purchase or increase . You may or your spouse/partner be Insurance/AD&D coverage for yourself, your required to submit proof of insurability Plans spouse/partner and eligible if you want to increase your coverage. dependent children, if any, for the following benefits as long as you do so within 31 days of the event:  Supplemental Life Insurance/AD&D  Dependent Life Insurance/AD&D for your spouse/partner or dependent children . You can add your new spouse/partner or children as beneficiaries. There is no 31-day limit to change your beneficiary. Disability Plans . You cannot make changes to your . coverage as a result of this event 401(k) Plan . There is no 31-day limit–you can . If you’re currently contributing less change your 401(k) Plan elections at than the maximum, you might want to any time. consider saving more. . Review your beneficiary designation. . If you’re eligible and not currently participating, consider enrolling. Commuter . You can make changes to your CERA . If your commuting vendor or Expense coverage at any time during the year. expenses will change, decide if you Reimbursement . To change your coverage, you must want to establish, drop, or change Account (CERA) submit your new information by the your CERA. 10th of the prior month to be effective the following month. . If you commute on the Long Island Railroad or the Metro North Railroad, changes must be made by midnight EST of the 4th of the prior month. Vacation Buy Plan . You cannot make changes to your . coverage as a result of this event Legal Assistance . You cannot make changes to your . Plan coverage as a result of this event Work/Life Benefits . You can change your Auto, Home, or . Let your spouse/partner know that Pet Insurance elections at any time. he/she can take advantage of the Employee Assistance Program (EAP). . You may want to add or change your Auto, Home, or Pet Insurance.

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Medical Plans Diageo NA offers you a variety of medical coverage options through UnitedHealthcare to choose from, including Preferred Provider Organization (PPO) options, a Consumer-Driven Healthcare Plan (CDHP) with a Health Savings Account (HSA) offered under Fidelity, and a Health Maintenance Organizations (HMOs) offered by UnitedHealthcare and Kaiser Permanente. All of the plans are designed to meet your and your family’s health care needs by providing coverage for a wide range of services. They can help you manage your medical expenses, and protect you from the potentially high cost of medical care. This section describes the UnitedHealthcare Plans in detail and provides a general overview of the Kaiser HMOs. For more information about Kaiser coverage, see “The HMO Plans” on page 58 or you can contact Kaiser directly.

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IN THIS SECTION SEE PAGE Preferred Provider Organization (PPO) Plans ...... 39 How the Preferred Provider Organization (PPO) Plans Work ...... 39 In-Network Benefits ...... 39 Out-of-Network Benefits ...... 40 Annual Deductibles...... 41 Expenses Above Deductible (Coinsurance)...... 41 Out-of-Pocket Maximum...... 42 ID Card ...... 42 Care Coordination—Medical Plan Management...... 42 Benefits Covered by the Preferred Provider Organizations (PPOs)...... 44 Other Covered Services ...... 49 Medical Benefits Not Covered by Preferred Provider Organizations (PPOs)...... 52 Filing Out-of-Network Medical and Prescription Claims ...... 53 Health Management Organizations (HMOs)...... 54 How a Typical HMO Works ...... 54 Benefits Covered by HMOs ...... 56 UHC Premium Provider Services ...... 60 Consumer-Driven Health Plan (CDHP) ...... 61 How the Consumer-Driven Health Plan (CDHP) Plan Works ...... 61 Prescriptions with a CDHP ...... 64 Health Savings Account ...... 64

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Preferred Provider Organization (PPO) Plans Diageo offers two design options for our national Preferred Provider Organization (PPO) Plan. The UnitedHealthcare (UHC) network is the Choice Plus Plan: . Option 90 . Option 100 (available Grandfathered participants only) The two options provide coverage for the same medical services, but differ by your cost per paycheck and how benefits are paid. Beginning January 1, 2015 if you were not already enrolled in the Option 100 plan you cannot elect this option moving forward. Only those employees enrolled prior to January 1, 2015 can remain in the plan. For those currently enrolled in Option 100 if you choose to change to another plan during a future open enrollment you will not be allowed back into the Option 100. If you enroll in either of the above options, you must also elect prescription drug coverage. Your choices are: . The Select Option . The Enhanced Option . Your prescription coverage is through Express Scripts, and you will receive information from them once you are enrolled in the plan.

How the Preferred Provider Organization (PPO) Plans Work All of the Preferred Provider Organization (PPO) Plans offer you a choice about how to receive health care. Each time you need medical care, you decide which health care provider to see. You can receive care from an in-network provider or out-of-network provider. If you go out-of-network for care, although you have benefits, you typically pay more out of your own pocket.

In-Network Benefits When you go to an in-network provider for the network you elected, there are no claim forms to complete. You just pay your office visit copay or coinsurance. There is a deductible you must meet for most Preferred Provider Organization (PPO) options, so you will receive a bill for the additional amount you owe. You may see any network provider without a referral, and you are not required to designate a primary care physician (PCP). To find a network provider, log on to www.myuhc.com or call the customer service number (see the Contact Information section). When you receive care in-network, you pay less for medical services and have no paperwork. Using an in-network provider means: . Lower, or no deductibles . Lower, or no coinsurance rates . Lower, or no out-of-pocket amounts

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. A copay each time you receive care (For exceptions, see “The Preferred Provider Organization (PPO) Plans” on page 44.) . No claim forms to file, because the provider files all claims on your behalf . No lifetime maximum amount of medical plan benefits that you can receive Generally, in-network providers must: . Have graduated from an accredited school of medicine . Be board-certified or have met the criteria for board certification . Have unrestricted malpractice insurance . Have full hospital privileges . Have an unrestricted state license . Have sufficient support staff and office equipment Once doctors are accepted into the network, they are regularly monitored to ensure that they continue to meet the plan’s standards for care.

UnitedHealthcare UnitedHealthcare’s provider network includes 470,000 primary care physicians and specialists, and more than 4,500 hospitals. You can use Find-a-Doctor, United’s online provider directory, to find network providers near you. Just visit www.myuhc.com/groups/diageobenefits, look under “Links and Tools” for “Find a Doctor,” and fill in the requested information. Although you can use any provider you wish in the PPO Plans or the CDHP Plan, you will receive a higher level of benefits when you use an in-network provider. You must use an in-network provider in the HMO Plans to receive your covered benefits. The UnitedHealthcare provider directory lets you search for doctors, hospitals, facilities and other providers, as well as providers of medical equipment and supplies. You can search for a specific doctor, all doctors in a given area, specialists, doctors recognized by the National Committee for Quality Assurance (NCQA), and more. You can also refine your search by “gender and language preferences. Provider details include office hours, education and credentials, and hospital affiliations.

Out-of-Network Benefits When you go out-of-network for your medical care, you have the freedom to choose any doctor, hospital, or other provider, but you pay more for this flexibility. You may choose to go out-of-network at any time to see a doctor or specialist without a referral, or receive care at any hospital. When you receive care out-of-network, the Preferred Provider Organization (PPO) Plans will pay a percentage of reasonable and customary (R&C) charges after you meet your annual deductible. You will need to file a claim form to determine coverage and to receive benefits. Using an out-of-network provider means: . Freedom to choose any medical provider . Higher annual deductibles . Higher coinsurance rates . Higher out-of-pocket amounts

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. You must call your plan for preauthorization of benefits for certain medical services, or coverage will be reduced to 50%. See “The Preferred Provider Organization (PPO) Plans” on page 44 . You must file a claim form each time you or a family member receives care If you go out-of-network, you will need to notify your plan by calling UHC at 1-888-697-9063.

Annual Deductibles You must meet an annual deductible before the plan pays benefits. Once you satisfy the annual deductible requirement, the plan reimburses a percentage of covered expenses. An individual deductible applies separately to you and to each one of your family members. A new deductible applies each calendar year. The Preferred Provider Organization (PPO) Plans also offer a family deductible, which Deductible is the total amount you and your covered family members have to pay in deductibles The deductible is the each year, regardless of your family’s size. The family deductible amount is three times amount you pay each the individual deductible amount for any of the PPO plan options. The maximum year for eligible medical amount of any individual family member’s medical expenses that can count toward expenses before the meeting the family deductible can’t exceed the individual deductible for your plan. All of plan begins to pay your covered dependent’s expenses count towards meeting the family deductible, even benefits. if a family member has not met their own individual deductible. The specific deductible amounts for the Preferred Provider Organization (PPO) Plans are shown in the “The Preferred Provider Organization (PPO) Plans” section on page 44.

Expenses Above Deductible (Coinsurance) After you meet your deductible, each time you receive in-network medical services, Coinsurance including office visits, inpatient hospitalization and outpatient surgery, you and the The coinsurance is the Company each pay for a percentage of the cost. The exact percentages vary percentage of benefits depending on what Preferred Provider Organization (PPO) option you elect. You pay a you and the Company higher coinsurance amount for care received from out-of-network providers. pay for eligible medical The coinsurance amounts for the PPO Plans are shown in the “The Preferred Provider expenses. Organization (PPO) Plans” section on page 44.

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Out-of-Pocket Maximum Out-of-pocket To protect you from unpredictable large medical bills, the Preferred Provider Plans have maximum an annual out-of-pocket maximum. If you reach your out-of-pocket maximum in a given year, the plan will generally pay 100% of covered R&C charges for the rest of the year. This is the most you will pay in covered R&C See “The Preferred Provider Organization (PPO) Plans” on page 44. medical expenses during The out-of-pocket maximum does not include office visit, hospital, surgical and mental the year, including any health copays for care and charges that you pay above R&C limits. applicable deductibles.

ID Card You will receive a UnitedHealthcare and Express Scripts ID card within a few weeks of enrolling in a Preferred Provider Plan. The ID cards provide information that you will need when making appointments or filling a prescription, including your name, your ID number, and any other covered dependents. If you have any coverage specific questions you can call UnitedHealthcare n directly at 1-888-697-9063 or Express Scripts at 1-800-711-0917 to discuss. If you require medical care or prescriptions before you receive your ID cards, you can print a temporary card by logging on to www.myuhc.com and www.express- scripts.com and tell your doctor that you are a Diageo NA employee and that you are covered by UHC. The group number for the respective administrators is #144737. If you do not receive your ID card within a few weeks of enrolling, please call the Diageo Benefit Center at 1-800-523-2309 for assistance.

If You Have a Flexible Spending Account If you enroll in a Flexible Spending Account (FSA), you will also receive an FSA debit card. Present the debit card whenever you have an eligible expense, and the proper amount will automatically be deducted from your FSA funds. If you sign up for a Health Care Account, which is a type of FSA, you may not submit expenses for FSA reimbursement that are paid for by your medical plan. You may only submit the amount of your eligible out-of-pocket expenses.

Care Coordination—Medical Plan Management For PPO Assistance The Preferred Provider Plans use a process called Care Coordination to ensure that both the patient and the doctor are aware of all of the benefits that are available through If you have any the plans so that both parties can make an educated decision regarding treatment questions about your medical coverage, call options. your plan: If you are enrolled in one of the PPO Plans and use an out-of-network provider, there UHC at 1-888-697-9063 are times when you will need to place a notification call to the plan before receiving certain types of medical care. If you receive certain care without making the notification call, benefits will be reduced to 50%. If you use in-network providers, your doctor will automatically make the notification call for you so that you are assured maximum coverage.

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Services Requiring a Notification Call The following services or treatments require a Notification Call: . Accidental dental services . Birthing center . Cardiac rehabilitation therapy Durable Medical Equipment (DME) . Chiropractic care Equipment that is related . Durable medical equipment (DME) and prosthetic appliances for items with a to the care of a medical purchase or cumulative rental (generally those that cost more than $1,000) condition, such as a . Home health care wheelchair or hospital bed. . Hospice care . Inpatient and outpatient surgery . Inpatient hospital admissions . Maternity care, if the stay exceeds 48 hours for a vaginal delivery, or 96 hours for a Hospice care cesarean section Home care or inpatient . Pulmonary rehabilitation therapy care for a patient with a terminal illness. . Reconstructive procedures . Skilled nursing facility and inpatient rehabilitation facility services . Transplants . Treatment for mental health and substance abuse

Out-of-Network Health Care Coordination Process Before surgery, hospitalization, or any other medical service above, contact your plan at 1-888-697-9063 and follow the phone prompts. A Care Coordinator will verify your Diageo NA coverage and ask you for the following information: . Patient’s name . Doctor’s name and phone number . Recommended treatment . Reason for the treatment . Name of the hospital (if applicable) . Date of the proposed treatment The Care Coordinator will also: . Contact your doctor for any additional information. . Advise you, your doctor, and the hospital (if applicable) of the benefits your plan provides for the proposed treatment program, as well as any other coverage the plan offers that may be useful in treating the condition. . Let you and your doctor know if a particular service is not covered by the plan. Written confirmation will be mailed to you, your doctor, and the hospital (if applicable).

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. Work with your doctor to obtain any necessary medical equipment, rehabilitation services, home health care, or other medical services to help you or your family member recuperate

If a Medical Service Is Not Covered The Care Coordinator will advise both you and your doctor if the plan does not cover a particular type of treatment or condition, and may recommend alternate forms of care covered by the plan. At that time, you and your doctor may forward any additional information to help the Care Coordinator evaluate the plan’s coverage. If you are dissatisfied with the outcome of the Care Coordination process, you and your doctor may appeal the decision, in writing, to your plan. (Refer to the Participation section.) The final choice in treatment options is always made by the doctor and the patient.

Benefits Covered by the Preferred Provider Organizations (PPOs) The PPOs cover a wide variety of health care services. The following chart lists a number of covered services, and compares how each PPO option pays benefits. Following the chart is a more detailed description of some of the benefits covered by the PPOs.

The Preferred Provider Organization (PPO) Plans

UnitedHealthcare Premium Providers If you use a UHC Premium provider you will have a reduction in your copayment amount. Find out more information under the section UHC Premium Provider Services, calling UHC or by going online to www.uhc.com for more detailed information.

Benefits and Services Option 90 Option 100* In-Network Out-of-Network In-Network Out-of- Network Annual deductible $250 per $500 per person/ None $350 per person/$750 per $1,500 per family person/ $1,050 family per family Plan coinsurance 90% after 70% of R&C after 100% 80% of R&C deductible (unless deductible after deductible otherwise noted) Maximum annual out-of- $1,000 per person/ $5,000 per Does not apply $3,500 per pocket expenses $2,000 per family person/ $10,000 person/ $7,000 (includes deductible) per family per family Lifetime maximum benefit Unlimited Unlimited Unlimited Unlimited

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Benefits and Services Option 90 Option 100* In-Network Out-of-Network In-Network Out-of- Network Doctor’s Services Primary Care Physician 100% after $25 70% of R&C after 100% after $20 80% of R&C (office visit) copay per visit deductible copay per visit after deductible Routine annual physical 100% 70% of R&C after 100% 80% of R&C exam deductible after deductible (ages six and older) Well-Child Visits 100% 70% of R&C after 100% 80% of R&C (child to age six) deductible after deductible OB/GYN annual exam 100% 70% of R&C after 100% 80% of R&C (one exam per year, two Pap deductible after deductible smears, and related tests) Chiropractic care** 100% after $35 70% of R&C after 100% after $30 80% of R&C (30-visit limit for in-network specialist copay deductible specialist copay after deductible and out-of-network) per visit per visit Acupuncturist 100% after $35 70% of R&C after 100% after $30 80% of R&C specialist copay deductible specialist copay after deductible per visit per visit Allergist 100% after $35 70% of R&C after 100% after $30 80% of R&C (includes injections) specialist copay deductible specialist copay after deductible per visit per visit Naturopath 100% after $35 70% of R&C after 100% after $30 80% of R&C specialist copay deductible specialist copay after deductible per visit per visit Hospital Services Pre-admission testing 90% after 70% of R&C 100% 80% of R&C after deductible after deductible deductible Doctor hospital visit 90% after 70% of R&C 100% 80% of R&C after deductible after deductible deductible Hospital room & board** 90% after $250 70% of R&C 100% after $100 80% of R&C after (semi-private rate) copay per after $500 copay copay per $200 copay per admission per admission admission admission Hospital ancillary services 90% after 70% of R&C 100% 80% of R&C after deductible after deductible deductible Inpatient surgery** 90% after 70% of R&C 100% 80% of R&C after (includes surgeon’s fees, deductible after deductible deductible assistant surgeon’s fees, and anesthesia) Outpatient surgery** 90% after 70% of R&C 100% 80% of R&C after (includes facility, surgeon’s deductible after deductible deductible fees, assistant surgeon’s fees and anesthesia)

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Benefits and Services Option 90 Option 100* In-Network Out-of-Network In-Network Out-of- Network Obesity surgery** 90% after 70% of R&C 100% 80% of R&C after (Must meet obesity deductible after deductible deductible guidelines. Contact your medical plan for information.) Hospital emergency room 100% after $100 100% of R&C 100% after $75 100% of R&C (true emergency only—call copay (copay after $100 copay copay (copay after $75 copay your plan within 48 hours) waived if (copay waived if waived if (copay waived if admitted) admitted) admitted) admitted) Ambulance 100% for true emergency 90% for non- 70% for non- 100% for non- 80% for non- emergency emergency emergency emergency Testing and Treatment Hearing exams and tests 100% after $35 70% of R&C after 100% after $30 80% of R&C (one preventive exam per specialist copay deductible specialist copay after deductible year) per visit per visit Hearing aids 90% after 70% of R&C after 100% 80% of R&C (one device and fitting per deductible deductible after deductible year, per lifetime) Lab tests and X-rays 90% after 70% of R&C after 100% 80% of R&C deductible deductible after deductible Radiation and 90% after 70% of R&C after 100% 80% of R&C chemotherapy treatment deductible deductible after deductible Mammograms 100% 70% of R&C after 100% 80% of R&C deductible after deductible Ages 35-39: one baseline exam; Age 40+: one exam per year. No age restriction if family history of breast cancer. If there is a medical diagnosis, it is subject to the deductible and coinsurance. Temporo-Mandibular Joint 90% after 70% of R&C after 100% 80% of R&C Syndrome (TMJ) deductible deductible after deductible (surgical and non-surgical $10,000 combined lifetime benefit for in-network and out-of-network care correction) Reproductive and Maternity Services Family Planning 100% after $35 70% of R&C after 100% after $30 80% of R&C specialist copay deductible specialist copay after deductible per visit per visit Assisted Reproductive 90% after 70% of R&C after 100% 80% of R&C Therapy (ART) (artificial deductible deductible after deductible insemination, $20,000 individual lifetime benefit including physician’s services, diagnostic invitrofertilization, GIFT, tests, facility charges, and fertility medication dispensed or injected by the ZIFT) doctor and included on his/her bill.

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Benefits and Services Option 90 Option 100* In-Network Out-of-Network In-Network Out-of- Network Infertility specialist 100% after $35 70% of R&C after 100% after $30 80% of R&C (subject to ART maximum, specialist copay deductible specialist copay after deductible see above) per visit per visit Infertility treatment of 90% after 70% of R&C after 100% 80% of R&C underlying condition deductible deductible after deductible Maternity care 100% after $35 70% of R&C after 100% after $30 80% of R&C copay for first visit deductible copay for first after deductible visit Nurse midwife 90% after 70% of R&C after 100% 80% of R&C deductible deductible after deductible Birthing center** 90% after $250 70% of R&C after 100% after $100 80% of R&C copay per $500 copay per copay per after $200 copay admission admission admission per admission Newborn hospital and 90% after 70% of R&C after 100% 80% of R&C doctor hospital visits and deductible deductible after deductible circumcision If the newborn is admitted after birth, a separate hospital copay will apply. Sterilization 90% after 70% of R&C 100% 80% of R&C (male and female) deductible after deductible after deductible Abortion 90% after 70% of R&C 100% 80% of R&C (elective and therapeutic) deductible after deductible after deductible Mental Health Care and Substance Abuse Treatment Inpatient mental or nervous Mental Health Mental Health Mental Health Mental Health disorder treatment and Care: 90% after Care: 70% of Care: 100% Care: 80% of alcohol or substance abuse $250 copay per R&C after $500 after $100 R&C after $200 treatment** admission copay per copay per copay per (semi-private rate) Substance Abuse admission admission admission Treatment: 90% Substance Substance Substance after $250 copay Abuse Abuse Abuse per admission Treatment: 70% Treatment: Treatment: 80% of R&C after 100% after $250 of R&C after deductible copay per deductible admission Outpatient mental or 100% after $35 70% of R&C 100% after $30 80% of R&C nervous disorder treatment specialist copay after deductible specialist copay after deductible and alcohol or substance per individual per individual abuse treatment** therapy visit; $10 therapy visit; copay for group $10 copay for therapy group therapy

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Benefits and Services Option 90 Option 100* In-Network Out-of-Network In-Network Out-of- Network Therapies Outpatient physical and 100% after $35 70% of R&C 100% after $30 80% of R&C occupational therapy specialist copay after deductible specialist copay after deductible per visit per visit 40 visits per year, combined for both therapies. Additional visits must be approved and meet specific criteria for medical necessity. Speech therapy 100% after $35 70% of R&C 100% after $30 80% of R&C specialist copay after deductible specialist copay after deductible per visit per visit 20-visit limit for in-network and out-of-network. Additional visits must be approved and meet specific criteria for medical necessity. Cardiac rehabilitation 100% after $35 70% of R&C 100% after $30 80% of R&C therapy** specialist copay after deductible specialist copay after deductible per visit per visit 20-visit limit for in-network and out-of-network. Additional visits must be approved and meet specific criteria for medical necessity. Pulmonary rehabilitation 100% after $35 70% of R&C 100% after $30 80% of R&C therapy** specialist copay after deductible specialist copay after deductible per visit per visit 30-visit limit for in-network and out-of-network. Additional visits must be approved and meet specific criteria for medical necessity. Other Services Prescription drugs Refer to the Prescription Drug Program section. Urgent care center 100% after $25 70% of R&C 100% after $25 80% of R&C copay after deductible copay after deductible Durable medical equipment 90% after 70% of R&C 100% 80% of R&C (DME) and prosthetic deductible after deductible after deductible appliances** Includes foot orthotics. Notification Call to UHC required if over $1,000. Organ transplants** Coordinated by the administrator resource networks. Call your plans for coverage information. Hospice care** 90% after 70% of R&C 100% 80% of R&C Six-month maximum benefit deductible after deductible after deductible Home health care** 90% after 70% of R&C 100% 80% of R&C Prior hospital stay not deductible after deductible after deductible required Extended care or skilled 90% after $250 70% of R&C 100% after $100 80% of R&C nursing facility** copay per after $500 copay copay per after $200 copay Prior hospital stay not admission per admission admission per admission required Copay waived if admitted from hospital stay. 120 days per year limit for in- network and out-of-network. * Beginning January 1, 2015 if you were not already enrolled in the Option 100 plan you cannot elect this option moving forward. Only those employees enrolled prior to January 1, 2015 can remain in the plan. For those currently enrolled in Option 100 if you choose to change to another plan during a future open enrollment you will not be allowed back into the Option 100.

** This service requires Care Coordination and must be pre-certified in order to receive full benefits. If you use a network provider, your provider will handle the details.

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Other Covered Services This section describes, in general terms, the benefits that most PPO Plans cover. See “Benefits Covered by the Preferred Provider Organizations (PPOs)” on page 44 for specific information on the benefits available for your PPO Plan.

Maternity and Newborn Benefits If you or a dependent has medical expenses related to the birth of a child, the plans will Remember to add your pay hospital or birthing center and doctor or nurse midwife expenses the same as for newborn as a any other medical condition. dependent The PPO Plans pay benefits for 48 hours in the hospital or birthing center for a vaginal Be sure to add your baby delivery, and 96 hours in the hospital for a cesarean delivery. Additional time in the to your coverage within hospital requires a notification call. If the newborn is admitted after birth, a separate 31 days of the birth by hospital copay will apply. contacting the Benefits Center at 1-800-523-2309 or Mental Health and Substance Abuse www.mydiageobenefits .com. See Life Events If you feel that you or a family member needs help with a mental health or substance for more information. abuse issue, call EAP care managers at 1-888-231-4886 available 24 hours a day. If it is an emergency (a person is a threat to him or herself or to others), go to the closest medical facility and notify your plan within 48 hours. Mental health and substance abuse benefits are coordinated with a division of UHC called United Behavioral Health (UBH). Your call to UBH satisfies the notification requirement for mental health or substance abuse treatment. UBH will coordinate your care to ensure maximum coverage. If you receive care without contacting UBH, benefits will be reduced to 50%. What constitutes a Multiple Surgical Procedures surgical procedure? If more than one surgical procedure is performed at the same time, benefits may be Any cutting, suturing, correcting of fractures, limited to: reducing dislocations, . 100% of R&C expenses for the main procedure taping, and removing stones or foreign bodies . 50% of R&C expenses for the second procedure by endoscopic means. . 25% of R&C expenses for additional procedures

Outpatient Physical and Occupational Therapy Coverage for outpatient physical and occupational therapy is limited to three treatment modalities for each body part during any one visit, up to 40 combined visits each calendar year.

Reconstructive Surgery Reconstructive surgery is covered to improve functional impairment as a result of: . Birth defect . Sickness

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. Surgery to treat a sickness or accidental injury . Accidental injury that occurs while the patient is covered by the Diageo NA Plans

Mastectomy Mastectomy treatment will be covered for the breast on which the mastectomy has been performed, and the other breast to produce a symmetrical appearance. Coverage is also provided for prostheses. In addition to reconstructive surgery, the plans also covers treatment for phases of post-mastectomy surgery, including swelling associated with the removal of lymph nodes.

Speech Therapy Speech therapy must be provided by a licensed speech therapist and intended to restore speech that was lost as a result of: . Surgery, radiation therapy, or other treatment that affects the vocal chords . Cerebral thrombosis (cerebral vascular accident) . Brain damage due to an accidental injury or organic brain lesion (aphasia) . Accidental injury that occurs while the patient is covered by the Diageo NA Plans . Congenital anomalies, such as cleft lip or palate . Treatment for these impairments beyond age 3 must be reviewed for preauthorization. Speech therapy is covered for children under age three whose speech is impaired due to: . Infantile autism . Developmental delay or cerebral palsy . Hearing impairment . Congenital anomalies, such as cleft lip or palate

Emergency Room Treatment The emergency room should only be used for acute medical conditions caused by an accident, or the sudden onset of a severe or suspected severe illness. Some examples of acute conditions are: . Suspected heart attack . Sudden asthma attack . Convulsions . Loss of blood . Blood or food poisoning . Broken bones

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Examples of non-acute conditions are: . Colds . Sore throats . Stomach aches . Flu If you are admitted through an emergency room to a non-network hospital, claims will be paid based on R&C charges.

Emergency Hospital Admission If you or a family member is admitted to the hospital as a result of an emergency, you must notify Care Coordination as soon as reasonably possible. If the emergency occurs on a weekend, you must place the Notification Call within 72 hours of the hospital admission.

Women’s Preventive Services Health care reform legislation requires medical plans to cover certain preventive services for women at 100% with no cost sharing. For 2014, the UnitedHealthcare options and the Kaiser HMO in California will cover the following services at no cost to you if services are received from an in-network provider: . Well-woman visits . Breast-feeding support, supplies and counseling . Contraception methods and counseling . Domestic violence screening . Gestational diabetes screening . HIV screening and counseling . HPV testing . Sexually transmitted infections counseling For more information, contact UnitedHealthcare or Kaiser Permanente.

Enhanced Coverage for Autism Medical coverage for autism under the UnitedHealthcare plans includes ABA therapy by a licensed, masters-level clinician with specialized training in developmental issues and ABA treatment. The clinician will: . Manage all aspects of autism care management during the course of treatment for the entire family . Provide assistance with public services and schools . Coordinate with multiple providers . Review, authorize and update treatment plans . Assist with claim processing as needed.

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Kaiser Permanente HMO coverage for autism includes: . Behavioral health treatment for autism spectrum disorders (ASD) when the services are medically necessary . A network of qualified autism service providers. ASD diagnoses include autistic disorder, Asperger’s syndrome, and pervasive developmental disorder — not otherwise specified (PDD-NOS). For additional information, contact UnitedHealthcare or Kaiser Permanente.

Medical Benefits Not Covered by Preferred Provider Organizations (PPOs) The following are examples of expenses not covered under the PPO Plans: . Breast reduction surgery . Charges above R&C amounts . Charges for the completion of claim forms, or failure to keep an appointment . Charges from a provider who would waive deductible or coinsurance payments . Cosmetic or reconstructive surgery unless the direct result of an accident that occurred while covered by these plans, or the result of a congenital malformation or surgery causing functional impairment . Dental treatment (plans cover treatment for accidents and TMJ) . Educational services . Expenses for ineligible providers, including but not limited to: Christian Science practitioners; pastoral counselors; exercise, sports and massage therapists; lactation consultants . Health club memberships, weight loss clinics, and similar programs . Inpatient private-duty nursing . Liposuction . Medical charges covered by any other plan or Worker’s Compensation . Medical expenses incurred outside the U.S. for treatments that are not approved procedures in the U.S. (e.g., Laetrile cancer treatments in Mexico) . Mental health and substance abuse expenses not approved by the plan . Nursing home charges and expenses for custodial care . Organ transplants, unless approved through the plan . Personal convenience items such as first aid kits, air conditioners, dehumidifiers, air purifiers, exercise equipment, orthopedic mattresses, home or automobile modifications, or other similar items, even if recommended by a doctor . Professional care by a close relative . Radial keratotomy or other surgery designed to correct your vision

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. Routine eye exams, eyeglasses, and contact lenses (The Vision Service Plan provides reduced rates for many eye care services. See Vision Service Plan for details.) . Services not ordered by a doctor or recognized as safe and effective for the stated diagnosis . Services received after the date your coverage ends . Treatment and supplies considered experimental, investigative, or unproven in nature . Treatment or surgery to change gender when the treatment or surgery is not in compliance with the Harry Benjamin International Gender Dysphoria Association’s Standards of Care . Treatment received before you were a member of the plan . Vocational rehabilitation, and recreational or educational therapy

Filing Out-of-Network Medical and Prescription Claims You or your medical provider will need to submit a claim form each time you or a family member receives medical care out-of-network. Claims must be submitted within 15 months of the date of service. For example, if you are hospitalized in June 2011, you must submit your claim by September 2014. Claim forms are available from the plans, in the Forms library on Diageo One, or from your Human Resources Representative. Include your name, Social Security number, and Policy number on each claim form. Send your completed claim forms and appropriate receipts or attachments to the appropriate plan. For Medical: UnitedHealthcare PO Box 740800 Atlanta, GA 30374-0800 For Prescriptions: Express Scripts PO Box 14711 Lexington, NY 40512 You may request that your plan send you a paper copy of an Explanation of Benefits (EOB) after processing the claim. The EOB will let you know if there is any portion of the claim you need to pay. If any claims are denied in whole or in part, the EOB will include the reason for the denial or partial payment. If you would like paper copies of the EOBs, you may call the toll-free number on your ID card to request them. You can also view and print all of your EOBs online at www.myuhc.com.

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Questions? If you have questions about your medical benefits or need claim forms, call 1-888-697-9063 and follow the phone prompts. For questions regarding prescription coverage call Medco at 1-800-711-0917. Current participants can log on to the plans websites at www.myuhc.com or www.express-scripts.com respectively. Claim forms are also available in the Forms library on Diageo One, or from your local Human Resources Representative. To contact United Behavioral Health (UBH), call 1-888-231-4886.

Health Management Organizations (HMOs) Diageo NA offers Health Maintenance Organizations (HMOs) to eligible employees. The HMOs available to you will depend on your home ZIP code. Beginning January 1, 2015 if you were not already enrolled in the UHC HMO plan you cannot elect this option moving forward. Only those employees enrolled prior to January 1, 2015 can remain in the plan. For those currently enrolled in UHC HMO if you choose to change to another plan during a future open enrollment you will not be allowed back into the UHC HMO. HMOs are comprised of a network of managed care providers. There are no annual deductibles to meet and no claim forms to file. Generally, there is no coverage for care received outside of the HMO network unless you receive treatment for a true emergency, or your PCP refers you to an outside provider approved by the HMO. Contact your HMO to determine specific out-of-network coverage. This section is a general description of how HMOs work. For specifics on the HMO you are enrolled in, see “The HMO Plans” on page 58 or contact your HMO directly.

How a Typical HMO Works Generally, an HMO will cover only care that you receive from health care providers who participate in the HMO’s network. (There are exceptions for emergency situations.) If you enroll in an HMO, you must use only those physicians, hospitals, and other providers who participate in that HMO’s network. If you do not use participating providers, except in an emergency, the HMO will not cover that care, and you will be responsible for paying the full cost of that care. Diageo NA national HMOs do not require a PCP election and you may see a Specialist without a referral from a PCP. It is recommended that you still discuss your care options with your primary doctor prior to visiting a specialist. You will find PCPs listed in your HMO’s provider directory, which you can access from your HMO’s website or by calling the phone number on your ID card. HMOs generally do not require you to file claims or pay a deductible before the HMO pays benefits. Instead, you pay a copay at each doctor or specialist visit, but you must stay in the HMO’s network. You will receive an HMO ID card from the HMO you elect that contains your name, ID number, and any covered dependents. You may be required to present this card at any doctor or specialist office visit. The specific services that are covered will vary depending on the HMO you select. You can find more information about each HMO in the “The HMO Plans” on page 58 or by contacting the HMO provider directly.

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Network Coverage HMOs feature a network of selected doctors and hospitals that have agreed to provide medical care to plan participants. When you enroll in most HMOs, you select a PCP from their network. Generally, you must see your PCP first for your treatment to be covered, so that he or she can coordinate your care. The national HMOs do not require a PCP referral, however, it is recommended that you still discuss your care options with your primary doctor prior to visiting a specialist.

Primary Care Physicians (PCP) Some HMOs require you to elect a PCP when you enroll in your benefits. Your PCP acts as a guide to provide and coordinate all of your care. If your PCP finds that you need special care, he or she will refer you to specialists and facilities that are part of your HMO’s network. When you enroll, every covered family member usually selects a primary care physician (although not required for the National HMOs). You can find PCPs listed in your HMO’s provider directory or in the HMO’s plan summary. If you like, you may select a different PCP for each family member. Your PCP can be a general practitioner, an internist, or a family practitioner. You may choose a pediatrician to be your children’s PCP. In some HMOs, women may select a gynecologist for their routine gynecological checkups, in addition to choosing a PCP for other health care needs.

If You Need a Specialist In the national HMOs, you do not need a PCP referral to see a specialist or referrals are not required for certain kinds of specialist care as long as the specialist is part of the HMO network. If you are enrolled in Kaiser, you should consult directly with the plan to determine situations that require a referral. Otherwise if you go to a specialist without one, you may be responsible for the full cost of your care.

How Benefits Are Paid With HMOs, you generally don’t need to file claims for benefits. You generally pay only a copay each time you receive care. The plan covers the remainder of the cost. The copay varies based on what services you receive and what your HMO offers. For Copay example, the copay for specialist care is often higher than the copay for care from your A copay is a PCP. There is often a higher copay for care provided in an emergency room, but this predetermined fee (fixed copay is waived if you have to be admitted to the hospital. dollar amount) that you Occasionally, you may be billed directly for covered services (such as laboratory tests pay for certain health or emergency care) that are authorized by your PCP. If that happens, contact your care services. HMO for directions for filing a claim for benefits. Remember, except in emergency situations, the HMO only covers care received from providers who are part of the HMO network. You must have HMO approval for several types of care, such as some specialist visits or inpatient care. The easiest way to ensure that you have the necessary approval is to have your PCP coordinate all the care you receive. If you are unsure about whether your care is approved and will be covered, contact the HMO.

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Maximum Benefits For most services, there is no annual or lifetime limit on the amount of benefits you receive from health care providers in your HMO’s network. Limits may apply for certain kinds of care, and these limits are often defined in terms of how often you can receive the care within a fixed time period (or, for inpatient care, how many days of inpatient care are covered). See “The HMO Plans” on page 58 or contact the HMO provider for more information about these limits.

International Assignees Contact Aetna Global Benefits at 1-800-231-7729 or www.aetna.com/agb.

Benefits Covered by HMOs In an HMO, you must use providers and facilities that participate in the plan’s network. If you do not, you will be responsible for the full cost of your care, except in an emergency. If your HMO doctor recommends a service that is not covered by your HMO, but he or she feels that service is appropriate, he or she should notify you in advance that the HMO may not cover the care.

Routine Care Our HMOs cover preventive care services and health screenings. Such services may include: . Routine physical exams, including well child care and adult care . Routine health screenings, including gynecological exams, mammograms, sigmoidoscopy, colonoscopy, and PSA (prostatic-specific antigen) screenings . Routine eye exams . Routine hearing exams

Hospital Care Generally, care in a hospital that is part of the HMO’s network, both inpatient and outpatient, requires a copay. After your copay, hospital care is covered at 100% for covered services. If you use a network provider or lab but are not referred by your PCP, you may be required to pay for the services. Hospital services generally require a referral or advance approval (also known as “pre-certification”) from your HMO. Your PCP usually coordinates this advance approval.

Maternity Care Our HMOs cover physician services and hospital care for both the mother and the newborn child, including prenatal care, delivery, and post-natal care. Generally, you will be responsible for a copay for your first visit to a participating obstetrician. However, you will not pay a copay for the remaining visits during your pregnancy.

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The mother and newborn child are generally covered for a minimum of 48 hours of inpatient care following a vaginal delivery and 96 hours following a cesarean section. The HMOs provide coverage for home health care visits if your doctor determines (with the mother’s consent) that you and your child may be safely discharged after a shorter stay.

State Maternity Laws The 48/96-hour minimum stay after childbirth is required by federal law. State laws may provide additional requirements for maternity coverage. Contact your HMO for details on whether your state’s requirements supersede the federal requirements.

Emergency Care Most HMOs define a medical emergency as a sickness or injury that, without immediate Important emergency medical attention, could place a person’s life in danger or cause serious harm to bodily room information functions. Examples of emergencies include an apparent heart attack, severe bleeding, If you go to a hospital loss of consciousness, and severe or multiple injuries. emergency room and Most HMOs require a copay for each emergency room visit. If you are admitted to the your condition is not an hospital, in most cases the copay is waived. Non-emergency services provided in an emergency or if you do emergency room are not covered. not notify your HMO about the emergency If you have a life-threatening situation, go to the nearest emergency room. Show your within the required time HMO ID card to the hospital admissions staff. To ensure you receive benefits, most frame, your benefits may HMOs require that you notify the HMO within two days of the emergency. If you do not be reduced or not paid at notify the HMO, the HMO may not cover the cost of the care. This means you may be all. responsible for the full cost of your care. See “The HMO Plans” on page 58 or contact your HMO directly for more information, including their definition of a true medical emergency.

Benefit Limitations Covered services, exclusions, and limitations vary by HMO. It is important to check directly with the HMO before enrolling to ensure that you fully understand the provisions of the plan.

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The HMO Plans

Office visits PCP: 100% after $15 copay per visit Kaiser North: 100% after $20 copay per visit Specialist: 100% after $30 copay per Kaiser South: 100% after $15 copay per visit visit (no referral required) Routine 100% (one exam per year) 100% (one exam per year) physicals (adult, pediatric & OB/GYN) Hospital Services Inpatient $100 per day, $500 maximum Kaiser North: 100% after $200 copay per admission Kaiser South: 100% after $100 copay per admission Outpatient $100 copay Kaiser North: 100% after $20 copay Kaiser South: 100% after $15 copay Physician $100 per day, $500 maximum 100% Hospital Services Maternity Services Hospital $100 per day, $500 maximum Kaiser North: 100% after $200 copay per services** admission Kaiser South: 100% after $100 copay per admission Physician 100% after $30 copay (initial visit only) 100% after $5 copay per visit services*** Emergency $100 copay per visit Kaiser North:100% after $75 copay (waived if Room admitted) Kaiser South: 100% after $50 copay (waived if admitted)

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Availability Nationally California - ONLY Carriers UnitedHealthcare* Kaiser Permanente (North and South) 1-888-697-9063 1-800-464-4000 www.kaiserpermanente.org www.myuhc.com Plan Provision Urgent Care $25 copay per visit Kaiser North: 100% after $20 copay at Kaiser Centers facility Kaiser South: 100% after $15 copay at Kaiser facility Lab 100% 100% Tests/X-rays Mental Health Care Inpatient $100 per day, $500 maximum Kaiser North: 100% after $200 copay per admission Kaiser South: 100% after $100 copay per admission Outpatient 100% after $30 copay individual per Kaiser North: 100% after $20 copay per visit for visit, $10 group individual therapy; $10 copay per visit for group therapy Kaiser South: 100% after $15 copay per visit for individual therapy; $7 copay per visit for group therapy Substance Abuse Treatment Inpatient $100 per day, $500 maximum Hospitalization: Kaiser North: 100% after $200 copay per admission Kaiser South: 100% after $100 copay per admission Detoxification Services: $100 copay per transitional residential recovery Outpatient $30 per individual therapy Kaiser North: 100% after $20 copay per visit for individual. therapy; $5 copay per visit for group therapy Kaiser South: 100% after $15 copay per visit for individual therapy; $5 copay per visit for group therapy Prescription Drugs Retail 30-day supply at a participating At Kaiser participating pharmacy only: pharmacy Tier 1 – $10 copay Kaiser North: $10 copay generic; $25 copay Tier 2 – $30 copay brand name up to 30-day supply Kaiser South: $10 copay generic; $20 copay Tier 3 – $50 copay brand name up to a 30-day supply

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Availability Nationally California - ONLY Carriers UnitedHealthcare* Kaiser Permanente (North and South) 1-888-697-9063 1-800-464-4000 www.kaiserpermanente.org www.myuhc.com Plan Provision Mail Order Tier 1 – $25 copay 2 times copay for 100-day supply (90-day supply) Tier 2 – $75 copay Tier 3 – $125 copay Maximum Unlimited Unlimited Benefits * Beginning January 1, 2015 if you were not already enrolled in the UHC HMO plan you cannot elect this option moving forward. Only those employees enrolled prior to January 1, 2015 can remain in the plan. For those currently enrolled in UHC HMO if you choose to change to another plan during a future open enrollment you will not be allowed back into the UHC HMO.

** Semi-private room and board

*** Includes pre- and post-natal care for mother plus care for baby during hospital stay

UHC Premium Provider Services Under the UHC PPO and HMO plans, you can receive reduced copayments and overall out of pocket costs by using the UnitedHealthcare Premium Provider network. This designation recognizes doctors across 25 specialty areas that meet standards for quality and cost efficiency. If you choose not to use one of the UHC Premium providers, this is your choice but you will have higher copays for any doctor or specialist who does not have that designation. You can find a provider with the Premium designation by going to www.uhc.com. The 2015 UnitedHealth Premium program covers 25 specialty areas of medicine. The addition of two new specialties (highlighted below) is a significant enhancement – the Premium program now covers 80 percent of total medical spending. Primary Care Specialty Areas . Family Medicine . Internal Medicine . Obstetrics and Gynecology . Pediatrics Other Specialty Areas . Allergy . Cardiology . Cardiology – Electrophysiology . Cardiology – Interventional . Ear, Nose and Throat (ENT)* . Endocrinology . Gastroenterology* . General Surgery . General Surgery – Colon/Rectal

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. Nephrology . Neurology . Neurosurgery – Spine . Ophthalmology . Orthopedics – General . Orthopedics – Hand . Orthopedics – Foot/Ankle . Orthopedics – Hip/Knee . Orthopedics – Shoulder/Elbow . Orthopedics – Spine . Orthopedics – Sports Medicine . Pulmonology . Rheumatology . Urology

* New specialties as of January 7, 2015.

Consumer-Driven Health Plan (CDHP) Effective January 1, 2014, Diageo offers a Consumer-Driven Health Plan. The CDHP is offered through UnitedHealthcare (UHC) and offers: . Preventive care covered at 100% . UnitedHealthCare’s Choice Plus Network of physicians and facilities . The option to open a Health Savings Account (HSA) through Fidelity Like the PPO Plans, the CDHP offers you two options when you need medical care. You may use an in- network provider and benefit from negotiated reduced costs, or you may use an out-of-network provider of your choosing but pay a higher cost for care. A CDHP works differently from the other plans Diageo offers. There are no copays with this plan. Instead, there is a higher deductible and, once met, the plan pays a coinsurance percentage based on in-network or out-of-network service. Prescription drug coverage is also covered under the plan.

How the Consumer-Driven Health Plan (CDHP) Plan Works The Consumer-Driven Health Plan (CDHP) is a health plan that satisfies certain IRS requirements with respect to deductibles and out-of-pocket expenses. You generally pay more up front for medical expenses before the plan begins to pay for covered services. In return, you will generally pay less in premiums than in other medical plan options. Otherwise, an HSA-eligible health plan is much like a traditional health care plan. Enrollment in an HSA-eligible health plan is one of the requirements to be eligible to establish an HSA.

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In-network preventive care is covered at 100% and there is no co-pay. For all other care, you are required to meet the deductible. When the deductible has been met, you will be covered at 80% for all in-network expenses and 60% of reasonable and customary charges for any out-of-network expenses. To find a network provider, log on to www.myuhc.com or call the customer service number (see the Contact Information section). By choosing the CDHP Plan, you will also be eligible to participate in the Health Savings Account administered by Fidelity. The Health Savings Account (HSA) allows you to set aside money on a pre-tax basis to help cover medical costs. The HSA is portable, meaning it is not forfeited when you leave Diageo. The money you save in your HSA may be used to cover medical costs when you have retired. Deductible You must meet the annual deductible before the plan pays benefits. Once you satisfy the annual deductible requirement, the plan reimburses a percentage of covered expenses. The CDHP offers in-network and out-of- network deductibles. There are individual and family deductibles for each. A new deductible applies each calendar year. Coinsurance Once the annual deductible has been satisfied, you will be responsible for a percentage of the cost. That cost is shared between you and Diageo. In-network claims are covered at 80%. Out-of-network claims are covered at 60% of reasonable and customary charges. Out-of-Pocket Maximum The CDHP offers out-of-pocket maximums to protect you from high cost medical bills. The out-of-pocket maximum is significantly lower for in-network claims. Once you have reached your annual out-of-pocket maximum, claims are covered at 100% of reasonable and customary charges. Benefits and Services CDHP In-Network Out-of-Network Annual deductible $1,500 per person/ $3,000 per family $3,000 per person/ $6,000 per family Maximum annual out- $2,800 per person/ $5,600 per family $5,600 per person/ $11,200 per family of-pocket expenses (includes deductible) Employer HSA $500 for employee only; $1,000 for employee plus 1 or more dependents Contribution Lifetime maximum Unlimited Unlimited benefit Doctor’s Services Primary Care Physician 80% after deductible 60% of R&C after deductible (office visit) Routine annual 100% no deductible 60% of R&C after deductible physical exam (ages six and older) Well-Child Visits 100% no deductible 60% of R&C after deductible (child to age six)

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Benefits and Services CDHP In-Network Out-of-Network OB/GYN annual exam 100% no deductible 60% of R&C after deductible (one exam per year, two Pap smears, and related tests) Routine Vision Exam 100% no deductible 60% of R&C after deductible (one exam per year) Hospital Services Inpatient 80% after deductible 60% of R&C after deductible (semi-private room) Outpatient 80% after deductible 60% of R&C after deductible Physician Hospital 80% after deductible 60% of R&C after deductible Services Maternity Services 80% after deductible 60% of R&C after deductible Hospital: (semi-private room and board) Maternity Services 80% after deductible 60% of R&C after deductible Physician: (includes pre- and post- natal care for mother plus care for baby during hospital stay) Hospital emergency 80% after deductible 60% of R&C after deductible room (true emergency only— call your plan within 48 hours) Urgent Care Centers 80% after deductible 60% of R&C after deductible Lab Tests/X-rays 80% after deductible 60% of R&C after deductible Infertility Infertility $20,000 individual lifetime maximum applies to the following infertility benefits combined Artificial and in vitro 80% after deductible 60% of R&C after deductible insemination, GIFT, ZIFT Physician services, 80% after deductible 60% of R&C after deductible facility expenses, diagnostic tests Fertility medication 80% after deductible 60% of R&C after deductible dispensed or injected by a physician

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Benefits and Services CDHP In-Network Out-of-Network Mental Health Care and Substance Abuse Treatment Inpatient 80% after deductible 60% of R&C after deductible

Outpatient 80% after deductible 60% of R&C after deductible

Prescriptions with a CDHP Express Scripts administers the HSA Prescription Drug Plan. The medical plan deductible applies to prescription claims and must be met before copays apply. Plan Provision HSA Prescription Drug Plan Deductible CDHP Deductible Applies Retail $15 copay (Tier 1) (participating retail pharmacy) $30 copay (Tier 2) $50 copay (Tier 3) Retail No Coverage (non-participating retail pharmacy) Home Delivery $37.50 (Tier 1) (90 day supply) $75 (Tier 2) $125 (Tier 3)

To determine the way in which specific drugs are categorized within the three tiers, go to www.express- scripts.com.

Health Savings Account An HSA is an individual account used in conjunction with an HSA-eligible health plan to cover out-of-pocket qualified medical expenses on a tax-advantaged basis. Your HSA belongs entirely to you and can be used to pay for both current and future qualified medical expenses for you and your eligible dependents. You can contribute to your account, withdraw contributions to pay for current qualified medical expenses, and potentially grow your account on a tax-free† basis by investing your savings in a wide array of investment options. Expenses Covered By the HSA Distributions from an HSA used to pay for health care expenses for you, your spouse, and dependents are tax free provided they meet the definition of a “qualified medical expense.” Several expenses qualify for payment or reimbursement, such as: . Most medical care and services . Dental and vision care . Prescription drugs and insulin . Medicare premiums (if age 65 or older)

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Note that these expenses must not already be covered by insurance and that health insurance premiums generally do not qualify. For more information about qualified medical expenses, refer to IRS Publications 969 and 502 at www.irs.gov or consult a tax professional. An HSA is your personal account and only you can choose how to use it. You can use the funds in your account as you incur qualified medical expenses, or leave your contributions untouched and pay for current medical expenses out of pocket. Why would you want to do this? The combination of HSA tax advantages and the breadth of investment options available through a Fidelity HSA® provides an opportunity for potential growth. For even more information, visit Fidelity’s website at www.netbenefits.com. IRS Contribution Limits for HSA HSA Limits 2014 Individual Health Plan Coverage $3,300 Family Health Plan Coverage $6,550 Additional Catch-up Contribution $1,000 (if age 55 or older)

Diageo Contribution to Your HSA For 2014, if you elect the CDHP Plan and open and HSA account with Fidelity, Diageo will contribute to your HSA account. Contributions are determined by level of coverage and time of year that you enroll in the plan. Please see the table below for more information. Calendar Quarter Individual Coverage Family Coverage 1st Quarter $500 $1,000 (January, February, March) 2nd Quarter $375 $750 (April, May, June) 3rd Quarter $250 $500 (July, August, September) 4th Quarter $125 $250 (October, November, December)

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Prescription Drug Program If you are enrolled in one of the Preferred Provider Organization Options (PPOs) (in either the Select or Enhanced option), or the HMO through UnitedHealthcare your prescription drug coverage is through Express Scripts. If you participate in the Kaiser HMOs, you can contact Kaiser for more detailed information on the prescription drug coverage. You may also refer to the Medical section or Contact Information for additional detail, contact phone numbers and provider websites.

IN THIS SECTION SEE PAGE Prescription Drug Program...... 68 Enrolling for Coverage...... 68 If You are Eligible for Medicare ...... 68 Filling a Prescription ...... 68 How the Prescription Drug Program Works ...... 69 Drugs and Treatments Not Covered by the Prescription Drug Program...... 71

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Prescription Drug Program If you enroll in a Preferred Provider Option, you will be asked to choose a prescription drug program Option. There are two Prescription Drug Program options: . Select Option . Enhanced Option Each option provides the same benefits, but differs by your cost per paycheck and your cost for prescriptions. Note: Prescription drug coverage for UnitedHealthcare members is administered by Express-Scripts (see Contact Information). For Kaiser members, the prescription drug administration is integrated with medical and Kaiser manages both programs.

Enrolling for Coverage If you cover dependents under your medical option, those same dependents will be covered for prescription drug coverage. You cannot have different dependent coverage for prescription drug than you have under the Medical Plan. For example, you can’t enroll for employee only prescription coverage if you have employee + two dependents medical coverage.

If You are Eligible for Medicare If you are eligible for Medicare, you will be offered an opportunity to join Medicare Part D Prescription Drug Coverage. You can only be covered by one prescription drug plan; therefore you should not sign up for Medicare Part D. You will continue to have prescription drug coverage through the active employee plan that has been certified by the government as being of equal or better value than the Medicare D program.

Filling a Prescription For both the Prescription Drug Program Options, there are three ways to fill your prescriptions. You can use: . A network pharmacy . An out-of-network pharmacy . The home delivery service

Network Pharmacy There are more than 56,000 retail pharmacies, including all national chains, throughout the country that participate in our program. These are called network pharmacies. When you purchase your prescriptions at a network pharmacy, you will pay a copay each time you fill a prescription for a 30-day supply.

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If you use a network retail pharmacy, you will need to present your ID card each time Copay you fill a prescription and pay the applicable copay. The dollar amount you To locate a network pharmacy near you, contact Express-Scripts: pay for a specific health care expense. . Call 1-800-711-0917 or log on to www.express-scripts.com.

Out-of-Network Pharmacy You may also purchase your prescriptions at retail pharmacies that do not participate in the program, but the cost is higher. This type of pharmacy is called an out-of-network pharmacy. If you use an out-of-network pharmacy, you will need to pay the full price of the prescription, and submit a claim form to your plan for reimbursement. Claim forms are available from your plan or in the Forms library on Diageo One.

Home Delivery Service You may fill prescriptions that you use on an ongoing basis, such as blood pressure Save Money with Home medication or other types of maintenance drugs, through the home delivery service. If Delivery! you use the home delivery service, you may order a 90-day supply for the same amount Save money by using you would pay for a 75-day supply at a network retail pharmacy. the home delivery If you use the home delivery service: service for maintenance drugs. . Ask your doctor to write a prescription for a 90-day supply and indicate the number of refills available. . Contact Express-Scripts at 1-800-711-0917 or log on to www.express-scripts.com. for an order form. . Submit your form and the original prescription. . Your prescription will be delivered in about seven to nine days. There are no shipping costs. . If you need a refill, you may submit another order form.

How the Prescription Drug Program Works How much you pay for a prescription drug depends on whether or not you fill the prescription at a network pharmacy, and which tier category the drug is in. For more information, please see “Three Tier Drug Categories” on page 70.

Annual Deductible Your deductible is determined by the prescription drug program and the PPO Plan you Deductible elect. The deductible amounts are as follows: The deductible is the . The Select Option: $50 annual deductible per family if you use a network amount you pay each pharmacy. If you use an out-of-network pharmacy, your PPO Medical Plan year for eligible deductible applies to any prescriptions you have filled. expenses before the . The Enhanced Option: No deductible if you use a network pharmacy. If you use an plan begins to pay out-of-network pharmacy, your PPO Medical Plan deductible applies to any benefits. prescriptions you have filled. See the Medical section for more information.

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ID Card You will receive a separate Prescription Drug ID card from Express-Scripts. Be sure to keep this card with you to use at your pharmacy when picking up your prescriptions.

Three Tier Drug Categories Preferred Drug List The Express-Scripts Drug Programs use three categories to determine the copay for each prescription. Each type of covered drug is FDA approved, and placed into one of The preferred drug list three tiers. To find the tier level for your prescription, you can access the Prescription (PDL), or formulary, is a list of brand name and Drug List (PDL) by logging on to www.express-scripts.com or by clicking the link on generic medications the www.mydiageobenefits.com welcome page. approved by the FDA. Tier 1: For the lowest out-of-pocket expense, you should consider Tier 1 medications if The list is separated into you and your doctor decide they are appropriate for your treatment. three tiers, listed to the Tier 2: Tier 2 is your middle copay option. Consider Tier 2 medications if you and your right. doctor decide that no Tier 1 medication is appropriate to treat your condition. Tier 3: Tier 3 is your highest copay option. Sometimes there are alternatives to a Tier 3 medication in Tier 1 or Tier 2. If you are taking a Tier 3 medication, ask your doctor whether there are Tier 1 or Tier 2 alternatives.

Select Option Enhanced Option Network Pharmacy $50 annual deductible per No deductible (30-day supply) family Tier 1 $15 $10 Tier 2 $30 $20 Tier 3 $50 $40 Out-of-Network Pharmacy Your PPO option out-of- network deductible and (31-day supply) coinsurance applies. Refer to the Medical section. Home Delivery (90-day 2.5 times the retail pharmacy copay supply) Tier 1 $37.50 $25 Tier 2 $75 $50 Tier 3 $125 $100

When you purchase your prescriptions at a network pharmacy, you will pay a copay each time you fill a prescription for a 30-day supply. Most federally approved drugs that are prescribed within the guidelines for a specific illness or condition are covered by the prescription drug program.

Generic vs. Brand Name Drugs Generic drugs contain the same active ingredients as their brand name counterparts, but generally are available at a reduced cost. By using generic medication, you will save money while still receiving the medication you need. A brand name drug is a patented drug with a trade name that can only be produced and distributed by the company holding the patent.

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Drugs and Treatments Not Covered by the Prescription Drug Program The following are examples of drugs or treatments not covered by the program: Drugs or medicines: . Covered by another carrier or prescription plan . Dispensed for a purpose other than the treatments recommended by the FDA . Dispensed for more than a 30-day supply at a retail pharmacy or a 90-day supply through the home delivery service . Dispensed outside the United States, except as required for emergency treatment . For cosmetic purposes (except certain acne medications with age limitations, which requires notification) . Furnished by local, state, or federal government, or if payment or benefits are available from the government . Given while confined in a hospital, nursing home, or similar place that has its own drug dispensary . Labeled “Caution—limited by federal law to investigational use,” or experimental drugs . Prescribed as a result of an injury or illness covered by Worker’s Compensation . Purchased after coverage ends for you and/or your dependents . Anabolic steroids . Appetite suppressants and other weight loss products . General and injectable vitamins (does not apply to prenatal vitamins, vitamins with fluoride, and B-12 injections) . Injectable drugs (does not apply to insulin or other covered self-injectable drugs that are self-administered and can be injected subcutaneously) . Over-the-counter medications . Replacement drugs resulting from a lost, stolen, broken, or destroyed prescription order or refill If you have any questions regarding whether a prescription is covered, contact your plan directly. To find the tier level for your prescription, you can access the Prescription Drug List (PDL) by logging on to www.express-scripts.com or by clicking the link on the www.mydiageobenefits.com welcome page.

Questions? If you have questions about the prescription drug program, call Express-Scripts at 1-800-711-0917 or log on to www.express-scripts.com. When you log on for the first time, you will register, create a User ID, and a password in order to access information.

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Dental Plan Good dental habits are an important part of safeguarding your general health, and can also help you reduce dental bills. Diageo NA’s dental coverage, provided by Delta Dental of New Jersey, is designed to encourage good preventive care to help you maintain healthy teeth and gums. Under this coverage, you have three options available to you and your eligible dependents that cover various types and levels of dental services. All options are designed to encourage preventive care, such as regular checkups, to correct minor dental problems before they become more serious and costly. Delta Dental offers you a broad range of services when treatment is needed.

IN THIS SECTION SEE PAGE How the Delta Dental Plans Works ...... 74 Dental Coverage at a Glance ...... 76 Benefits Covered by the Delta Dental Plans...... 76 Benefits Not Covered by the Delta Dental Plans...... 78 Filing an Out-of-Network Dental Claim...... 79

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How the Delta Dental Plans Works There are three levels of dental coverage you may choose from: . Option 1 . Option 2 . Option 3 When you need to receive dental care, you may go to any licensed dentist you choose. If you choose to see a dentist in the DeltaPreferred or DeltaPremier network, your out- of-pocket expenses will usually be less. The plan will pay benefits for covered expenses based on the allowable charges. Many dental conditions can be treated in more than one way. Benefits will be paid for the treatment that’s necessary for good dental care and not for treatment that is more costly or elaborate than what is needed. If two or more services are determined to be suitable under customary dental practice, the benefits provided will be based on the least expensive service the claim administrator determines would produce a professionally satisfactory result.

In-Network Providers Delta Dental has contracted with a number of dentists who have agreed to provide dental services at discounted fees based on reasonable and customary (R&C) charges. If you use an in-network provider, your dentist will work directly with Delta Dental, and you will not need to file any dental claims. You will receive a notice of what the plan paid, and the amount, if any, that you owe the dentist. Within the three dental options, there are two networks for you to choose from: DeltaPreferred and DeltaPremier. Though you do not need to select a network, you can receive enhanced benefits for certain services by using dentists who participate in the DeltaPreferred network.

Reasonable and Customary (R&C) Charges Reasonable and customary (R&C) charges are established based on what providers with similar professional backgrounds, education, and experience charge for a specific service within a given area. Providers not participating in the network will bill their full charge. The plans cover costs up to R&C limits, and you are responsible for paying any portion of the bill over the limits. Charges above R&C amounts will not apply toward your deductible, coinsurance, or annual out-of-pocket maximum. Finding a Covered Dentist To find out if your dentist is part of the DeltaPreferred or DeltaPremier network, call Delta Dental to talk to a representative, or log on to their website at www.deltadentalnj.com. If your dentist is not on the list, he or she may contact Delta Dental to find out how to participate in one of the Delta Dental networks.

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Out-of-Network Providers If you go to an out-of-network provider, the plan will pay benefits based on R&C charges. If your dentist charges more than the R&C limit, you may have to pay more for the service.

Annual Deductibles Each option has an annual deductible of $50 for each person per calendar year. If you Deductible cover more than three people, your maximum family deductible will be $150 per The deductible is the calendar year. This means that after three or more family members have paid a total of amount you pay each $150 toward their per-person deductibles, no further deductibles are required for the year for eligible dental rest of the year. expenses before the The deductible does not apply to Preventive and Diagnostic care, which are covered at plan begins to pay 100%. benefits. An Example There are four people in your family. You and your spouse have each met your $50 deductible ($100), and your children have paid $25 toward their deductibles. Even though your children have not paid $50 each, the total for your family is $150, and no additional deductibles will be required for the rest of the calendar year.

Expenses Above Deductible (Coinsurance) Each time you receive in-network dental services, you and the Company each pay for a Coinsurance percentage of the cost. The exact percentages vary depending on what dental option The coinsurance is the you elect, but Option 3 offers the most coverage of the three plans. You pay a higher percentage of benefits coinsurance amount for care received from out-of-network providers. you and the Company pay for eligible medical expenses. If You Are Out of Town If you are out of town and need dental work, call Delta Dental at 1-877-738-3384 for a list of network dentists in the area.

Pre-treatment Estimate of Benefits If your dentist recommends a procedure that is expected to cost $200 or more, ask your Tip: Ask About dentist to complete a claim form, and check the box indicating that it is a pre-treatment Treatment Costs estimate. Delta Dental will review the treatment and estimated cost, and notify your Find out what the plan dentist what the plan will cover. When the treatment is complete, you will need to will pay before you resubmit the claim in order to receive payment. receive treatment to Claim forms are available from Delta Dental or in the Forms library on Diageo One. ensure you get the best treatment at an affordable cost. Suitable Plan of Treatment The plan will pay benefits for the least expensive service or procedure that is approved for the required dental treatment. If your dentist uses a more expensive procedure, you will be responsible for paying the additional amount. Check with Delta Dental to see if the proposed treatment is covered.

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Dental Coverage at a Glance Option 1 Option 2 Option 3 Core Coverage √ √ √ (preventive, diagnostic, basic restorative services) Major Restorative √ √ services (inlays, crowns, dentures) Treatment for √ √ Temporo- Mandibular Joint Syndrome (TMJ) Implant Coverage √ Orthodontia √ (adults and children)

Benefits Covered by the Delta Dental Plans Temporo-Mandibular There are three classes of dental services offered, and each class has a different level Joint Syndrome (TMJ) of coverage. The three classes are: Non-surgical treatment Class I, Preventive and Diagnostic Services, includes: for head, face, and neck pain that may result from . Exams/cleanings (2 times per calendar year) injury or trauma, . Bitewing X-rays (2 times per calendar year) malformed mouth structure, teeth . Full mouth X-rays (1 time every 36 months) clenching, teeth grinding, or tension. . Fluoride treatment (1 time per calendar year under age 19) . Sealants (under age 15) . Space maintainers . Tests and lab exams . Emergency treatment for pain relief Class II, Basic Restorative Services, includes: . Fillings . Amalgam fillings for anterior (front) and posterior (back) teeth . Composite fillings for anterior teeth (Composite fillings for posterior teeth will be covered at the amalgam-filling rate)

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. Extractions:  Endodontic treatment, including root canals  Periodontic treatment or surgery to remove diseased gum tissue or bone  Oral surgery  Anesthesia  Maintenance of bridgework and dentures Class III, Major Restorative Services, includes: . Gold foil and inlays . Porcelain . Crowns . Installation of bridgework and dentures Dental Plan Comparison Option 1 Option 2 Option 3 Annual deductible: . Single $50 $50 $50 . Family $150 $150 $150 Class I–Preventive Covered at 100% and Diagnostic No deductible Services Class II–Basic DeltaPreferred dentist: Covered at 100% after deductible Restorative Services DeltaPremier dentist: Covered at 80% after deductible Class III–Major Not covered DeltaPreferred DeltaPreferred Restorative Services dentist: Covered at dentist: Covered 60% after at 60% after deductible deductible DeltaPremier DeltaPremier dentist: Covered at dentist: Covered 50% after at 50% after deductible deductible Implant Coverage Not Covered Covered at 50% after deductible, up to a separate lifetime maximum benefit of $1,000 per person Orthodontia Not covered Covered at 50% (Medically necessary after deductible, treatment for adults up to a separate and children) lifetime maximum benefit of $2,000 per person

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Option 1 Option 2 Option 3 Temporo-Mandibular Not covered Covered at 50% after deductible, up to Joint Syndrome a separate lifetime maximum benefit of (TMJ) $1,000 per person Maximum calendar- $750 per person $1,500 per person $3,000 per person year benefit for (Does not include (Does not include Preventive, Basic, TMJ) orthodontia, TMJ, and Major Services or implants) An Example You go to a dentist for a filling and have already met your deductible. DeltaPreferred DeltaPremier Out-of-Network Dentist Dentist Provider Dentist’s fee $150 $150 $175

Plan pays -$150 (100%) -$120 (80%) -$120 You pay $ 0 $ 30 $ 55 If you are not sure whether a service or treatment is covered by the plan, call Delta Dental.

Benefits Not Covered by the Delta Dental Plans The following are examples of expenses not covered under the Dental Plan: . Analgesics such as nitrous oxide, or other euphoric or prescription drugs . Charges for the completion of claim forms or failure to keep an appointment . Cosmetic dentistry . Dental charges covered by any other plan . Expenses incurred for replacement of teeth missing at the time your coverage begins—once you or your dependents have been continuously insured for 24 months, this limitation no longer applies . Replacement of a bridge or denture within five years of placement or if it still meets the dental standards of functional acceptability . Replacement of a lost or stolen appliance . Temporary work, if it is billed separately from the final dental service . Unnecessary services . Work that began before you became eligible

If You Have a Flexible Spending Account If you sign up for a Health Care Spending Account, you may not submit expenses that are paid by the Dental Plan. You may submit the amount of your eligible out-of-pocket expenses.

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Filing an Out-of-Network Dental Claim If your dentist is not part of the Delta Dental network, your dentist will bill you directly, and you will need to submit a claim form to: Delta Dental Plan of New Jersey P.O. Box 222 Parsippany, NJ 07054-0222 Or fax your claim to: 1-800-324-7939 You may access personal dental benefit and claims information by registering on the Delta Dental website. Claim forms are available from Delta Dental or in the Forms library on Diageo One.

Questions? If you have questions about your dental benefits or need claim forms, call Delta Dental at 1-877-738-3384, or log on to their website at www.deltadentalnj.com. Claim forms are also available in the Forms library on Diageo One.

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Vision Service Plan Diageo NA offers the Vision Service Plan (VSP) to help you and your family members save money on your eye care needs. VSP gives you access to a nationwide network of vision care professionals and offers discounts on selected eyewear. Vision plan coverage is different from medical or even dental benefits. The purpose of benefits like medical and dental coverage is to protect you from the high costs associated with major illness or injury. However, vision plan coverage is designed to help you save money on basic vision correction expenses such as eyeglasses or contact lenses. It isn’t designed to cover all of your vision expenses in their entirety; in most cases, vision plan coverage doesn’t cover the full cost of “designer” frames or other high-cost vision correction services. It’s important to consider what you would pay annually in paycheck contributions for VSP coverage, and whether that exceeds the cost you would pay for frames or lenses without coverage. You may also save on your vision expenses by simply using the Health Care FSA to pay for your vision expenses with pretax dollars. Also, consider how vision care is covered by your medical plan. Most medical plans cover vision care that is due to illness or injury of the eye, and some even cover basic annual eye examinations. Check with your medical plan to be sure. You do not have to enroll for medical coverage to sign up for VSP.

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IN THIS SECTION SEE PAGE How the Vision Service Plan Works...... 83 Copays...... 83 Maximum Reimbursement Amount ...... 83 Using an In-Network Provider...... 83 Using an Out-of-Network Provider...... 83 Benefits Covered by the Vision Service Plan ...... 84 Benefits Not Covered by the Vision Service Plan ...... 85

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How the Vision Service Plan Works Diageo NA has contracted with Vision Service Plan (VSP) to give you access to more than 20,000 network optometrists and ophthalmologists nationwide. In-network providers have agreed to discounted fees. Certain services, such as medically necessary contact lenses, are paid in full, while the cost of other services, such as cosmetic contact lenses, are discounted. You may also choose a provider outside the network and be reimbursed for part of the cost. Note that there are limits of how often you can receive benefits.

Copays When you use a VSP in-network provider, you will pay a copay for some services, such Copay as exams, lenses, and frames. For example, lenses and frames are a $20 copay each, The dollar amount you or $25 if both the lenses and frames are ordered on the same visit to a VSP provider. pay for a specific health care expense. Maximum Reimbursement Amount Once the maximum reimbursement amount has been reached, the plan won’t pay any Maximum additional benefits for that covered person for that coverage period. Reimbursement Amount If your out-of-network provider charges less than the plan’s maximum reimbursement amount, you’ll be reimbursed only up to the actual charges. If your out-of-network The amount or provider charges more than the plan’s maximum benefit, you’ll have to pay the allowance is the most difference between your provider’s fee and the plan’s maximum reimbursement the plan will pay for amount. eligible expenses for each covered person for the coverage period. Using an In-Network Provider To use a VSP network provider, follow these steps: . Contact VSP at 1-800-877-7195. . When you make your appointment, identify yourself as a VSP member. (You do not need an ID card.) . When you go to your appointment, you will pay the copay, and the provider will bill VSP the remaining balance. You do not have to submit any claim forms.

Using an Out-of-Network Provider If your provider is not part of the VSP network, pay the full cost at the time of service, and get an itemized receipt. Then send the following information within 12 months of the date of service to: Vision Service Plan Attn.: Out-of-Network Provider Claims P.O. Box 997105 Sacramento, CA 95899-7105 . The itemized bill . The name, address, and phone number of the out-of-network provider

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. The name of our Company: Diageo NA . Your name, phone number, and address . Your Social Security number . The patient’s name, birth date, (phone number and address, if different from yours) . The patient’s relationship to you Keep a copy of the information for your records.

Remember to Get a Receipt Be sure to get an itemized receipt from your out-of-network provider, and submit your claim within 12 months.

Benefits Covered by the Vision Service Plan The following chart shows the services covered by the Vision Service Plan and how benefits are paid when using an in-network or out-of-network provider. Benefit In-Network Out-of-Network How Often? Provider Provider Vision exam You pay $5* VSP reimburses Once each year** you up to $45 Lenses You pay $20* $30 to $65 Once each year** reimbursement . depending on lenses purchased Frames You pay $20* for $70 reimbursement Once each year** approved frames Contact lenses- . VSP pays the . VSP reimburses Once each year* including fitting full cost if the you up to $210 if and/or evaluation lenses are the lenses are (you may choose medically medically eyeglasses or necessary. necessary contact lenses, . VSP reimburses . VSP reimburses not both) you up to $150 if you up to $105 if the lenses are the lenses are elective elective Laser vision care Contact VSP for Contact VSP for Once per lifetime benefit benefit *If you order lenses and frames during the same visit to a VSP network provider, your total copay will be $25, including the exam.

**A year is defined as the one-year anniversary of the date the service or item was last obtained.

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If You Have a Flexible Spending Account If you sign up for a Health Care Spending Account, you may not submit expenses that are paid by the Vision Service Plan. You may submit eligible expenses not covered by the plan.

Benefits Not Covered by the Vision Service Plan The following expenses are not covered under the Vision Service Plan: . Blended bifocal or trifocal lenses . Cosmetic lenses . Frames not fully covered by the plan allowances . Photochromatic or oversized lenses . Progressive multifocal lenses . Scratch coating . Tinting, other than standard pink #1 or #2 . UV protected lenses

Questions? If you are not sure whether a service or treatment is covered by the plan, or if you have questions about your vision benefits, call VSP at 1-800-877-7195, or log on to the VSP website at www.vsp.com.

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Health and Dependent Care Flexible Spending Accounts (FSAs) Diageo NA provides you with an opportunity to contribute to two kinds of flexible spending accounts (FSAs), a Health Care Account and a Dependent Care Account which are both described in detail in this section. FSAs reduce your taxes and increase your spendable income. These accounts allow you to set aside money before taxes, and then use those funds to reimburse yourself for eligible health care expenses. You may participate in one, both, or neither of the accounts.

IN THIS SECTION SEE PAGE How Flexible Spending Accounts (FSAs) Work ...... 88 The Health Care Account...... 88 Eligible Expenses ...... 89 Ineligible Expenses...... 90 Accessing Health Care Account Funds...... 90 Discontinuing Your Health Care Account...... 91 Limited-Purpose FSA with the Consumer-Driven Health Plan...... 91 The Dependent Care Account ...... 92 Eligible Expenses ...... 93 Ineligible Expenses...... 93 Filing a Claim for Reimbursement ...... 93 Discontinuing Your Dependent Care Account...... 94 Other Important Information...... 94 Tax Matters...... 95

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How Flexible Spending Accounts (FSAs) Work Save Money with an If you participate in a Health or Dependent Care Account, you decide how much money FSA to set aside from your paycheck to pay for eligible expenses for you and your dependents. You pay less in taxes by contributing to a Health Separate Health or Dependent Care Accounts are set up in your name, and your pre- Care or Dependent Care tax contributions are deposited into the accounts each pay period. You pay the Flexible Spending expenses, but save money by getting reimbursed with tax-free dollars. Account. Whether you elect a Health Care and/or a Dependent Care Account, the plans generally work in the same way: 1. You estimate your eligible health and dependent care expenses for the upcoming year. 2. You decide how much to contribute to one or both accounts. Because of the “Use it or Lose it” rule, it’s a good idea to be conservative in your estimates. Planning tools are available on Diageo One or from your Human Resources Representative. 3. The Company will deduct your contributions from your paycheck before federal, Social Security or Medicare, and most state and local income taxes are calculated, and credit your account with those funds. Sign Up for Direct 4. You can pay for eligible health care expenses with the FSA Debit Card, which Deposit automatically deducts funds from your Health Care Account, with no claim forms to file. (If your Card is denied, you can still use your Health Care Account to pay for Sign up any time for easy reimbursement eligible expenses, but you will need to file a traditional claim.) Be sure to keep all through direct deposit. receipts for health care transactions. The Health Care Account and Card are regulated by the IRS, so you may be required to substantiate your purchases. 5. When you incur an eligible Dependent Care expense, you pay the provider and submit a claim form along with your receipts. Dependent Care claims are reimbursed based on your current account balance. You will be reimbursed by check or direct deposit with tax-free dollars.

“Use It or Lose It” It is important to plan contributions to the FSAs carefully. In order to maintain a tax-free plan, the Internal Revenue Service (IRS) requires that if you do not use all of the money in your account(s), it will be forfeited at the end of the year.

The Health Care Account Your Health Care Account can be used to pay for IRS-approved health care expenses not covered by any other health plan.

Annual Contributions Each year, you may elect to have between $120 and $2,500 deducted from your pay on a pre-tax basis to fund a Health Care Account. Annual contributions are deducted evenly from each of your paychecks throughout the year.

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Your Dependents You may submit expenses for dependents who are eligible to participate in the Diageo NA Medical Plan with the exception of domestic partners and their children who you are not able to claim on your tax return. For dependent eligibility requirements, see Participating in the Benefits Plans.

Eligible Expenses In order to be eligible for reimbursement from your Health Care Account, expenses must not be covered by another health plan and must qualify as eligible deductions by the IRS. For IRS guidelines regarding eligibility, you may log on to the IRS website at www.irs.gov or call 1-800-829-3676 and request Publication 502. The following are examples of expenses that may be eligible for reimbursement: Eligible Dependents

. Acupuncture treatments You can submit Health Care Account expenses . Birth control items prescribed by a doctor for eligible dependents . Childbirth classes even if they are not enrolled in Diageo . Copays and coinsurance payments medical coverage. . Deductibles . Hearing exams and hearing aids . Home modifications for medical reasons, e.g., wheelchair ramp . Inpatient treatment at a center for alcohol or drug addiction . Medically necessary fees paid to doctors, dentists, surgeons, chiropractors, psychiatrists, psychologists, and Christian Science practitioners not covered by another plan . Over-the-counter drugs and medications (must have a prescription from your medical provider) . Prescription drugs not covered by another plan . Prescription eyeglasses or contact lenses . Qualified long-term care services . Smoking-cessation programs and drugs prescribed to alleviate nicotine withdrawal (nicotine gum and nicotine patches, which do not require a prescription, are not eligible) . Special schooling for physically or mentally handicapped children . Speech therapy . Transportation costs primarily for and essential to medical care . Weight-loss programs associated with a specific disease . Wheelchairs and crutches

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Ineligible Expenses The following are examples of expenses that are not eligible for reimbursement: . A trip or program for the general improvement of your health . Dental bleaching . Expenses paid by an insurance company or reimbursed to you from another source . Expenses you plan to claim as a deduction on your federal income tax return . Expenses reimbursed through your spouse’s health care account . Health club dues . Most cosmetic surgery . Nicotine gum and patches that do not require a prescription . Over-the-counter drugs and medications not prescribed by your medical provider . Premiums for a medical, dental, or vision plan . Weight-loss programs for general health and appearance

Accessing Health Care Account Funds The FSA Debit Card gives you direct access to your Health Care Account. When you enroll in the Health Care Account, you will automatically receive the FSA Debit Card. The Debit Card eliminates the need to file claims every time you incur an eligible expense.

How the FSA Debit Card Works If you enroll in the Health Care Account, you will receive a UnitedHealthcare Consumer Accounts MasterCard Card in the mail. After you activate the Card, you can present it when paying for medical and prescription drug services wherever MasterCard® is accepted, and the appropriate amount will be automatically deducted from your account. With the swipe of your card at approved locations, you automatically withdraw funds from your Health Care Account to pay for prescriptions and copays at the doctor’s office, emergency room, and more. The UnitedHealthcare Consumer Accounts MasterCard Card will automatically debit your FSA account based on the guidelines established by the IRS and the provisions of your medical plan. The Card may not work for certain health care expenses, including some dental and vision expenses, and medical expenses if you’re not enrolled in a Diageo medical plan. If your card is denied, you can still use your Health Care Account to pay for these expenses, but you will need to file a traditional claim. Keep all receipts for health care transactions. The Health Care Account and Card are regulated by the IRS, so you may be required to substantiate your purchases. You can check your Health Care Account balance and transaction history anytime at www.myuhc.com.

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Filing a Traditional Claim for Reimbursement If you need to submit a traditional claim, you can use the FSA Withdrawal Request form. Forms are available in the Forms library on Diageo One, from your Human Resources Representative, or through UnitedHealthcare. You have until March 31 of the following year to submit expenses incurred during the current calendar year. If you think that your claim will be delivered after March 31, you should send it “Certified” in order to confirm that you mailed it by March 31. If you do not submit claims by March 31, you will forfeit any money remaining in your accounts. Send your completed FSA Withdrawal Request forms and appropriate receipts or attachments to: UnitedHealthcare PO Box 981178 El Paso, TX 79998-1178 Or fax your claim to: 1-915-781-1085 When filing a traditional Health Care Account claim, you must attach an itemized bill or Explanation of Benefits (EOB) statement from the health plan. For the Health Care Account, you will be reimbursed up to the total amount of your annual contributions, even if the full amount has not yet been deposited into your account.

An Example Assume you have $1,000 deducted from your pay to fund your Health Care Account for the year ($83.33/month). In March, you incur an eligible health care expense of $500. You may be reimbursed for the entire $500, even though you only have about $250 in your account. Once you reach your $1,000 limit, you may not submit any more claims for the year.

Discontinuing Your Health Care Account If you discontinue your Health Care Account as a result of a life status change, you may not submit expenses incurred after that date. You may continue to submit claims for expenses incurred before the change in coverage until March 31 of the following year. According to IRS regulations, if there is money remaining in your account after you have been reimbursed for expenses incurred before the change, it will be forfeited.

Limited-Purpose FSA with the Consumer-Driven Health Plan If you are enrolled in the Consumer-Driven Health Plan with the Health Savings Account, you may still choose to elect the Health Care FSA. However, the FSA coverage is limited to dental and vision expenses, as your Health Savings Account would be used for medical and prescription expenses.

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The Dependent Care Account If you and your spouse (if you are married) are employed, or your spouse attends school full-time, or is disabled and incapable of self-care, you may contribute pre-tax money to a Dependent Care Account to cover expenses for the care of dependent children or adults while you are at work. Please note that this is for current dependents and not if you are pregnant and expecting a dependent in the future. At the time of birth or adoption you will be able to enroll in the plan at that time. See the section Life Events and Your Benefit Plans for more information.

Annual Contributions Each year, you may elect to have between $1,000 and $4,000 deducted from your pay on a pre-tax basis to fund a Dependent Care Account. The maximum annual deposit is $5,000 including the Company Match (see below). Annual contributions are deducted evenly from each of your paychecks throughout the year.

Company Match Each year, the Company will match 25¢ for each dollar you contribute to your Dependent Care Account, up to a maximum match of $1,000.

An Example If you contribute $3,000 to your Dependent Care Account, the Company will add $750 to your account tax-free, and you will be able to submit expenses up to $3,750.

Your Dependents Eligible dependents for the purposes of the Dependent Care FSA are different from those eligible for other benefits, including the Health Care Account. Dependent Care Account eligible dependents include: . Children under age 13 who you claim as dependents on your federal tax return . Children under age 13 for whom you have legal custody and do not claim as an exemption on your tax return . Any person (child, spouse, elderly parent) who is physically or mentally incapable of self-care for whom you are entitled to claim as a dependent on your federal tax return and who lives with you for more than one-half of the year. For dependents who are not a “qualifying child” the dependent cannot earn gross income in excess of the annual exemption ($3,500 in 2008).

Contribution Limits Your annual contributions (including the Company Match) are reduced from $5,000 to $2,500 if: . You are married, and you and your spouse file separate tax returns . Your spouse contributes to a dependent care account

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Eligible Expenses The Dependent Care Account pays for IRS approved dependent care expenses that you and your spouse (if married) incur while working or looking for a job. To verify IRS eligibility, you may log on to the IRS website at www.irs.gov or call 1-800-829-3676 and request Publication 503. The following are examples of expenses that may be eligible for reimbursement: . FICA and FUTA payroll taxes of a daycare provider . Home-based daycare providers who comply with all state and local regulations . Individuals, including relatives, who provide care in or outside your home (other than your dependents or your children under age 19) . Licensed daycare centers for children and adults, and nursery schools . Nanny expenses for services provided in your home . Summer day camp

Ineligible Expenses The following are examples of expenses that are not eligible for reimbursement: . Care provided by your spouse, your children under age 19, or any other dependent . Care provided for non-work related reasons . Educational expenses, supplies, or meals unless these costs can’t be separated from an eligible expense . Elementary school fees and expenses (kindergarten and beyond) . Expenses paid to a housekeeper, maid, cook, etc., unless specific to the care of your dependent . Expenses reimbursed through your spouse’s dependent care account . Expenses you plan to take as a tax credit on your federal income tax return . Overnight camp

Filing a Claim for Reimbursement In order to be reimbursed from your FSA accounts, you must submit an FSA Withdrawal Request form. Forms are available in the Forms library on Diageo One, from your Human Resources Representative, or through UnitedHealthcare. You have until March 31 of the following year to submit expenses incurred during the Submit Your Claims by current calendar year. If you think that your claim will be delivered after March 31, you March 31 should send it “Certified” in order to confirm that you mailed it by March 31. If you do not Remember to submit submit claims by March 31, you will forfeit any money remaining in your accounts. your claims by March 31 Send your completed FSA Withdrawal Request forms and appropriate receipts or of the following year. attachments to: UnitedHealthcare PO Box 981178 El Paso, TX 79998-1178 Or fax your claim to: 1-915-781-1085

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When filing a Dependent Care Account claim, you will need to include your receipts and the name, address, and tax identification number or Social Security number of the dependent care provider. If the provider is a non-profit organization, you just need to submit the name and address of the provider. For the Dependent Care Account, you will be reimbursed up to the amount of your current account balance.

An Example Assume you have $3,000 deducted from your pay to fund your Dependent Care Account for the year ($250/month). In January, you incur an eligible dependent care expense of $300. You will be reimbursed for $250 (your current account balance) and will automatically receive a check for the remaining $50 when you have enough money in your account to cover the reimbursement.

Discontinuing Your Dependent Care Account If you discontinue your Dependent Care Account as a result of a life status change, you may continue to submit expenses incurred before the change in coverage and also for expenses incurred during the remainder of the calendar year. You have until March 31 of the following year to submit your claims. According to IRS regulations, if there is money remaining in your account after March 31, it will be forfeited.

Other Important Information Keeping Track of Your . Participation in the FSA Plan is optional; you may enroll in one, both, or neither of Account the spending accounts. You can keep track of . You do not have to enroll in the Medical or Dental Plans to participate in the FSA your account activity by Plan. logging on to the UnitedHealthcare . You do not have to have family medical or dental coverage to submit expenses for website at your eligible dependents. However, the definition of an eligible dependent is different www.myuhc.com. for the Dependent Care FSA. See the Participating in the Benefits Plans section. . Your life insurance, disability, and pension benefits are based on your annual base salary and are not affected by your contributions to the FSA Plan. . Money in the FSA accounts is nontransferable. If you run out of money in your Dependent Care Account, you may not use money in your Health Care Account to pay for dependent care expenses, and vice versa. . You may only submit expenses that are incurred during the current calendar year. . You have until March 31 of the following year to submit expenses incurred during the current calendar year. If you think that your claim will be delivered after March 31, you should send it “Certified” in order to confirm that you mailed it by March 31. If you do not submit claims by March 31, you will forfeit any money remaining in your accounts. . You may only submit expenses that are incurred while you (or a dependent) are participating in the FSA Plan. There is an exception to this provision if you discontinue your Dependent Care Account during the year. See “Discontinuing Your Dependent Care Account” on page 94

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. If you are hired mid-year, the annual contribution limits do not decrease. You are still eligible to deposit the maximum amount. . Because you are not paying FICA taxes on your contributions, participating in the FSA Plan may result in a slight reduction in your Social Security benefits at retirement. Generally, the effect on your benefits will be minimal and offset by the money you save in taxes by participating in the Plan.

Tax Matters There are some important tax issues that you should be aware when using Diageo’s FSAs, including how pre-tax contributions can save you money and details about the dependent care tax credit.

Pre-tax Contributions Your contributions and reimbursements are not subject to federal, Social Security or Medicare, and in most cases, state and local taxes. By paying for your health and dependent care expenses with pre-tax money, your take-home pay is more than if you paid the expenses after taxes. An Example You could save $1,656* each year if: . Your annual base salary is $40,000 . You are married with one dependent child, and you file a joint return . You contribute $1,000 to a Health Care Account . You contribute $3,000 to the Dependent Care Account, and the Company automatically matches your contribution with $750, for a total of $3,750

Health Care and Dependent Care Expenses With the FSAs Without the FSAs Your Annual Base Salary $40,000 $40,000 Health Care Account – $1,000 $ 0 Dependent Care Account – $3,000 $ 0 Company Match for Dependent Care $750 (not taxable) $ 0 Taxable Income $36,000 $40,000 Federal Taxes (15% tax bracket) – $6,683 – $7,283 Social Security/Medicare (FICA) – $2,754 – $3,060 (7.65%) Take-home Pay after Taxes $26,563 $29,657 After-tax Health Care Expenses $0 – $1,000 After-tax Dependent Care expenses $0 – $3,750

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With the FSAs Without the FSAs Take-home Pay $26,563 $24,907 Estimated Tax Savings* $906 + $750 Company Match = $ 1,656 *You may save more if state and local taxes are included. This estimate is based on current tax law and is subject to change.

Dependent Care Account vs. Dependent Care Tax Credit Tip: Take Advantage of Using the Dependent Care Account will affect the amount you can deduct for the Tax Savings federal dependent care tax credit. You may not take an income tax credit on your tax return and get reimbursed from your Dependent Care Account for the same expenses. If your family’s adjusted gross income is $24,000 You may want to consult a financial advisor regarding your individual situation. or more, your tax advantage is usually greater with the Questions? Dependent Care Account. If you have questions about the FSA Plan, call UnitedHealthcare at 1-877-311-7849, or log on to their website at www.myuhc.com. You may also call your Human Resources Representative.

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Commuter Expense Reimbursement Account (CERA) Diageo NA helps lower your cost of commuting to work by offering the Commuter Expense Reimbursement Account (CERA) through UnitedHealthcare and WageWorks, Inc. This program allows you to fund your commuting and parking expenses through pre-tax payroll deductions.

IN THIS SECTION SEE PAGE How Commuter Expense Reimbursement Account (CERA) Works...... 98 Company Match for Commuting Expenses...... 98 Your Contributions...... 98 Eligible Expenses ...... 99 Ineligible Expenses...... 100 Paying for Your Expenses ...... 100 Paying the Vendor Directly...... 100 Pay Me Back ...... 100

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How Commuter Expense Reimbursement Account (CERA) Works Using Vendors Not in CERA provides access to a national online catalog with more than 10,000 parking and the Catalog transit vendors. If your vendor is in the catalog, the vendor will be paid directly each month, and you will receive either a parking or transit pass in the mail. If your vendor is If you select a vendor that is not in the catalog, not in the catalog, you will make your election, and use the “Pay Me Back” option (see WageWorks, Inc. will page 100) by submitting an online or paper claim to be reimbursed in your paycheck. contact that vendor and You can change your elections each month if your commuting routine or expenses request to have the change. vendor included in their catalog. Please take the time each month to see if your vendor has been Questions? added. If you have questions about CERA after you review the information here, call UnitedHealthcare at 1-877-311-7849 between 9:00 a.m. and 8:00 p.m. EST, or log on to the UnitedHealthcare website at www.myuhc.com 24 hours a day. Click on the Commuter Expense Reimbursement Account link for plan details.

Company Match for Commuting Expenses If you sign up for CERA, the Company will add up to $50 per month ($600/year) by matching 50¢ on each dollar you contribute for commuting expenses.

Your Contributions Pay Through Monthly The IRS allows you to deduct up to $125 per month ($1,500 per year) for eligible Deductions commuting expenses and up to $240 per month ($2,880 per year) for eligible parking expenses on a pre-tax basis. If your commuting expenses are more than the pre-tax Your monthly commuting fee will be deducted from limit, the remainder of the cost will be deducted after taxes. The maximum combined your first paycheck each pre-tax and after-tax limit is $500 per month. month. Because your pre-tax contributions are not subject to federal, Social Security/Medicare, and in most cases, state and local taxes (state taxes apply in MA, MS, NJ, and PA), your taxable income is reduced, and your take home pay is increased. For more information about pre-tax contributions, refer to the Participating in the Benefits Plans section .

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An Example You will save $1,893* each year if: . Your annual base salary is $40,000 . You contribute $70 per month ($840 per year) for commuting expenses . The Company matches $50 per month ($600 per year) for commuting expenses . You contribute $185 per month ($2,220 per year) for parking expenses With CERA Without CERA Your Annual Base Salary $40,000 $40,000 Pre-tax Commuting –$840 $0 Expenses Pre-tax Parking Expenses – $2,220 $0 Company Match (not $600 $0 taxable) Taxable Income $36,940 $40,000 Federal Taxes (25%) – $6,824 – $7,283 Social Security/Medicare – $2,826 – $3,060 (FICA) (7.65%) Take-home Pay After $27,290 $29,657 Taxes After-tax Commuting $0 – $ 1,440 Expenses After-tax Parking $0 – $ 2,220 Expenses Take-home Pay $27,290 $25,997 Estimated Tax Savings* $1,293+ $600 Company Match =$1,893 When you make your CERA election on www.myuhc.com, your personal estimated tax savings will appear.

*You may save more if state and local taxes are included. This estimate is based on current tax law and is subject to change.

Eligible Expenses The following are examples of eligible commuting expenses: Remember to Submit Your Claims . Bus It is important to submit . Train your claims within six . Subway months of incurring the expense. . Ferry . Streetcar

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. Vanpools (The vehicle must have seating for at least six adult passengers, with 80% of mileage and 50% of seating capacity used for employee transport.) . Parking at or near work . Parking at or near public transportation you use to get to work

Ineligible Expenses The following expenses are not eligible for reimbursement: . Taxicabs . Carpools . Limousines . Tolls . Parking on or near employee residential property

Paying for Your Expenses There are two methods to pay for your CERA expenses. You may: . Pay the vendor directly . Use the Pay Me Back option

Paying the Vendor Directly If your parking and/or transit vendor is in the catalog, the vendor will be paid directly, and you will receive a parking or transit pass as follows: . Order your pass online by the 10th of the month prior to the commuting month. (If you commute on the Long Island Railroad or the Metro North Railroad, elections must be made by midnight EST of the 4th of the prior month.) . Your monthly commuting fee will be deducted from your first paycheck of the following month. . You will receive your pass in the mail in time for the month in which the pass is needed.

Pay Me Back If your parking garage or mass transit company is not listed in the online catalog, you will need to submit an online or paper claim to be paid back in your paycheck. Following is the process for being paid back: Log on to www.myuhc.com on or before the 10th of the month prior to the month in which you will incur the expense. (If you commute on the Long Island Railroad or the Metro North Railroad, elections must be made by midnight EST of the 4th of the prior month.) IRS guidelines dictate that you must indicate your intent to purchase in advance to obtain pre-tax reimbursement.

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. The entire deduction will be taken from your first paycheck following the month in which you make the election. . You must submit an online or paper claim with receipts between the last day of the month, but before the 10th of the month following your month of travel to be reimbursed in the first paycheck of the month after the commuting month. According to IRS regulations, you cannot be reimbursed before the end of the commuting period, even if you pay in advance. . Any claim submitted more than six months after the expense is incurred will be denied. If you do not request to be paid back within six months, the money in your account will be carried forward and used for future claims. No future deductions will be made from your pay until you submit a claim. . If you leave the Company, you must submit all claims within six months of incurring the expense, or your account balance will be forfeited.

An Example If your commuting expenses will be $100 for the month of January: . You must log on to the website before December 10 to elect a $100 deduction. . Your first paycheck in January will have the $50 deduction and the $50 Company match. . You must submit your online or paper claim with receipts after January 31, but before February 10. . You will be paid back in the first payroll for March. . If you do not request to be paid back before February 10, your claim will be held over for the next month’s processing. . If you wait until July or later to submit your January claim (more than six months), your January claim will be denied, but your January CERA funds will be carried over to July and may be used for claims that are less than six months old. . No future deductions will be made from your pay until you submit a claim.

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Life Insurance and Accidental Death & Dismemberment (AD&D) The Life Insurance and Accidental Death and Dismemberment (AD&D) Plans at Diageo NA provide financial protection for you and your family in the event of injury or death. There is Company-paid coverage and the option to purchase additional coverage based on your family’s needs.

IN THIS SECTION SEE PAGE How Life Insurance and AD&D Plans Work ...... 104 Annual Base Salary...... 104 Choosing a Beneficiary...... 105 Proof of Insurability...... 105 Cost of Coverage...... 105 Benefits Covered by Life Insurance ...... 106 Basic Core Life Insurance ...... 106 Basic Life Insurance ...... 107 Supplemental Life Insurance...... 107 Dependent Life Insurance ...... 107 Benefits Covered by AD&D...... 108 Business Travel Accident Coverage ...... 108 AD&D and Business Travel Accident Limitations...... 109 Filing a Claim for Benefits ...... 109 Converting Your Coverage ...... 110

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How Life Insurance and AD&D Plans Work There are three options: . Company-paid Basic or Core Life Insurance and AD&D . Employee-paid Supplemental Life Insurance and AD&D . Employee-paid Dependent Life Insurance and AD&D Unless you elect otherwise, you will automatically be enrolled for Company-paid Basic Life Insurance and AD&D. You also automatically receive Company-paid Business Travel Accident Insurance that provides an additional benefit if you die or are permanently injured while traveling on Company business.

Questions? If you have questions about your life insurance benefits after you review the information here, call the Benefits Center at 1-800-523-2309

Annual Base Salary Life Insurance, AD&D, and Business Travel Accident benefits are based on your annual base salary. As your salary increases, your coverage increases. Annual base salary does not include commissions, bonuses, overtime pay, or any fringe benefits. Unless you choose another option, you will automatically be enrolled for Basic Life and AD&D Insurance and Business Travel Accident Insurance.

Benefit Amounts Benefit Options Company-Paid Benefit Employee-Paid Benefit Basic Core Life $50,000 Insurance and AD&D Basic Life Insurance 2× your annual base salary up to $1million maximum* Supplemental Life From 1× to 5× your annual Insurance and AD&D base salary* Business Travel 5× your annual base salary Accident Insurance (maximum $500,000) Benefit Options for Your Family Dependent Life Spouse or domestic Insurance and AD&D partner:$10,000, $25,000, or $50,000 Children: $5,000 or $10,000 * The maximum life insurance benefit (Core or Basic + Supplemental) is $1.5 million. The maximum combined life insurance and AD&D benefit is $3 million.

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Choosing a Beneficiary When you become eligible for coverage, you will be asked to choose a beneficiary(ies). Beneficiary(ies) You may choose one or more persons, a trust, an estate, or a charitable institution. The person or You may change your beneficiary(ies) as often as you like by contacting the Benefits organization that will Center at 1-800-523-2309 or www.mydiageobenefits.com receive your life insurance benefit. If you purchase Dependent Life Insurance, you are automatically the beneficiary of that policy.

Proof of Insurability If you have coverage that exceeds certain limits or if you want to add additional Proof of Insurability coverage after your initial new hire enrollment, you may need to provide proof of If you want additional insurability. The insurance company must approve the coverage, and additional coverage or have a life coverage is not guaranteed. status change, you (or The following chart shows when proof of insurability is required: your spouse or domestic partner) will need to Type of Insurance Proof of Insurability Required complete a personal health statement, and Basic Life Insurance and AD&D . New Employees: $650,000 or more in submit it to the insurance coverage. company . Current Employees: Increase from $50,000 option to 2× annual base salary option Supplemental Life Insurance and AD&D . New Employees: $250,000 or more in coverage, if you enroll within 31 days of your eligibility date. . Current Employees: Required for all Supplemental initial elections or coverage increases after your first 31 days of eligibility Dependent Life Insurance and AD&D . Not required, but spouses/domestic Spouse/domestic partner partners can only be added during Open Enrollment or within 31 days of a life status change Dependent Life Insurance and AD&D . Not required, but children can only be Children added during Open Enrollment or within 31 days of a life status change

Cost of Coverage The Company pays the full cost of your Basic or Core Life and AD&D and Business Travel Accident Insurance. Premiums for Supplemental and Dependent coverage can be found by logging onto www.mydiageobenefits.com or calling the Benefits Center at 1-800-523-2309. Your cost for supplemental coverage will depend on the amount of insurance, your age, and whether you are a smoker or non-smoker. Premiums for supplemental coverage will automatically increase as your annual base salary increases, or when you enter a new age bracket.

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Tax Information The IRS requires Company-paid life insurance above $50,000 be reported as imputed income. This means that the Company must increase your taxable earnings based on the amount of Company-paid life insurance you have over the $50,000 limit. For example, if you have $75,000 in Basic Life Insurance coverage, you will be taxed on $25,000 ($75,000 minus $50,000). This imputed income amount is noted on your payroll statement. Your cost for Supplemental and Dependent coverage will be deducted from your pay on an after-tax basis. An Example An employee’s annual base salary is $40,000, and she has elected Basic Life Insurance at 2× her annual base salary and Supplemental coverage at 3× her annual base salary. If she dies in an accident, while on Company business, her beneficiary will receive the following: Employee’s Coverage Calculating the Benefit Amount Payable to Beneficiary Basic Life and AD&D 2× Life $40,000 × 2 = $80,000 $160,000 annual base salary AD&D $40,000 × 2 = $80,000 Supplemental Life and Life $40,000 × 3 = $120,000 $240,000 AD&D 3× annual base AD&D $40,000 × 3 = $120,000 salary Business Travel $40,000 × 5 = $200,000 $200,000 Accident 5× annual base salary Total payment to beneficiary: $600,000

Benefits Covered by Life Insurance Life Insurance benefits are payable if you die while an active employee of Diageo NA, regardless of the cause of death.

Basic Core Life Insurance The Company automatically provides you with $50,000 in term life insurance at no cost to you. If you die, your beneficiary(ies) will receive this amount.

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Basic Life Insurance If you would like more than $50,000 in coverage, the Company will provide you with 2× Keep your beneficiary your annual base salary (rounded up to the nearest thousand dollars) in term life information up to date insurance. This coverage is available at no cost to you. It is important to keep your beneficiary information up to date. Basic Life Insurance Benefits of $650,000 or More You may want to make a If your Basic Life Insurance benefit is $650,000 or more, you will need to provide the change if you get insurance company with proof of insurability. See “Proof of Insurability” on page 105. married, divorced, have children, or experience another life status Supplemental Life Insurance change. You may purchase Supplemental Life Insurance from 1× to 5× your annual base salary (rounded up to the nearest thousand dollars) up to the maximum benefit of $1.5 million (Core or Basic + Supplemental). This amount is in addition to your Basic Life Insurance. Your cost for coverage is based on your age, amount of insurance, and whether you are a smoker or non-smoker.

Supplemental Life Insurance Benefits of $250,000 or More If your Supplemental Life Insurance benefit is $250,000 or more, you will need to provide the insurance company with proof of insurability. See “Proof of Insurability” on page 105.

Dependent Life Insurance Dependent life insurance is available for your dependents as listed in the Participating in the Benefit Plans section. You may purchase coverage for your spouse or eligible partner in the amount of $10,000, $25,000, or $50,000. If you and your spouse work for Diageo, only one of you can cover the other for spousal life. You may purchase $10,000 of coverage for each of your dependent children. You are automatically the beneficiary of Dependent Life Insurance.

Maximum Benefits Below are the maximum benefit amounts available for Life and AD&D Insurance. Coverage Type Amount Covered Life Insurance Basic Life Insurance $1 million Core or Basic + Supplemental Life $1.5 million Insurance Dependent Insurance: for spouse/domestic partner $50,000 for children $10,000

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Coverage Type Amount Covered AD&D Coverage AD&D coverage $1.5 million Combined Life and AD&D Insurance $3 million Business Travel Accident $500,000

Benefits Covered by AD&D AD&D Insurance provides a benefit to you or your beneficiary(ies) if you die or become permanently injured in an accident. This benefit is in effect 24 hours a day. When you enroll for Life Insurance coverage (Basic, Supplemental, Dependent), you are automatically enrolled for the same amount of AD&D coverage. AD&D benefits are paid in addition to your life insurance benefits. For example, if your annual base salary is $40,000 and you elect Basic Life Insurance (2× annual base salary), you will have $80,000 in life insurance plus $80,000 in AD&D coverage.

Business Travel Accident Coverage If you die or are permanently injured while traveling on Company business, you or your beneficiary may receive an additional benefit equal to 5× your annual base salary, up to a maximum benefit of $500,000. (Benefits are reduced beginning at age 70.) This Plan is not in effect during your daily commute to and from work. If you experience more than one loss from injuries in the same accident, the most you will receive is 100% of your benefit. The loss must occur while you are covered by this plan and within 365 days of the accident.

AD&D and Business Travel Accident Benefit Amounts AD&D and Business Travel Accident benefits are based on a percentage of your life insurance benefit depending on the loss incurred.

AD&D Benefit Coverage 100% Life 50% Life 25% Life Insurance Benefit Insurance Benefit Insurance Benefit Loss Incurred . Life . One hand . Thumb and . Both hands or . One foot index finger on both feet . Sight of one eye either hand . Sight of both . Speech eyes . Hearing . One hand and sight of one eye . One foot and sight of one eye . Speech and hearing Loss of sight means the total loss of sight which cannot be restored by surgical or other means. Loss of hand means severance at or above the wrist joint. Loss of foot means severance at or above the ankle joint.

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AD&D and Business Travel Accident Limitations Benefits will not be paid if the loss is a result of: . Mental or physical illness . Medical or surgical treatment (unless resulting from a covered accident) . Self-inflicted injury . War, or an act of war, or service in any military force . Police or military duty . A commission of a felony . Travel or flight except as a passenger on a commercial or military transport . Drugs, unless prescribed by a physician . Poison, gas, or fumes voluntarily taken or inhaled, unless taken on the advice of a dentist or physician . Ptomaine or bacterial infection (unless the infection occurs because of a wound suffered in a covered accident) . Activities such as crop dusting, sky diving, hang gliding, racing, aerial photography, or situations requiring FAA special permits, etc.

Filing a Claim for Benefits There are different methods of filing a claim if: . You die . Your dependent dies . You are injured . Your dependent is injured

If You Die If you die, your beneficiary(ies) should notify your supervisor and your Human Resources Representative as soon as possible. To receive benefits, your beneficiary(ies) will need to complete a claim form and submit a certified death certificate. Your Human Resources Representative can help your beneficiary(ies) complete the necessary claim forms and any additional information required by the insurance company.

If a Dependent Dies If a dependent dies, you should notify your Human Resources Representative, and follow the same procedures as described above.

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If You Are Injured If you are injured in an accident, you must notify your supervisor and your Human Resources Representative as soon as possible. If you have a loss that qualifies for an AD&D benefit, you will need to provide medical documentation of the loss. Your Human Resources Representative can help you complete the necessary claim forms and any additional information required by the insurance company.

If a Dependent Is Injured If a dependent is injured in an accident, you should notify your Human Resources Representative, and follow the same procedures as described above.

Payments Benefits are generally paid as installment payments, but you or your beneficiary(ies) may choose to receive a lump sum.

Converting Your Coverage If your coverage ends, or a dependent is no longer eligible for coverage, you may convert the life insurance portion of the coverage to an individual policy. Note, AD&D coverage cannot be converted. In order to convert your life insurance coverage, you must complete the application and pay the premium within 31 days following the termination of coverage. Conversion forms will be sent to you (or your dependent) if coverage ends. If you or a dependent dies within the 31-day period following termination of coverage, the full life insurance benefit will be paid whether or not you have applied for an individual policy. For your supplementary life insurance coverage, you have another option - to convert this coverage or to use the plan’s portability feature to continue your coverage at group rates somewhat higher than those available to active employees, but lower than individual policy rates. Continuing coverage through the portability feature is less expensive than if you were to convert your coverage to an individual policy or purchase life insurance on your own. You may apply for the portability option if your insurance is discontinued because of one of the following reasons: . You terminate employment . You change to a regularly scheduled work week of fewer than 20 hours a week . You retire

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Portability allows employees to elect new group life insurance if their coverage terminates because their employment ends or they are no longer in an eligible class. The Hartford’s portability insurance policy is group term coverage that allows individuals to port without providing proof of insurability, regardless of their health status. The Hartford does not have a minimum case size restriction for offering portability, which makes this valuable benefit available to a greater number of employers. In addition, there is no initial coverage period required for an individual to be eligible to port. The Portability Option is only available to Diageo employees who have Supplemental life insurance. The Portability Option is not available on Diageo’s Basic Life plan. If you retire and do not meet the eligibility requirements for retiree life insurance or you would like a greater level of coverage than is provided to eligible retirees, you may convert all of your group life insurance to an individual policy. If you do so, you pay the regular individual policy insurance company rates for your age at the time you buy the insurance, but you do not have to provide evidence of insurability. The rates for converted coverage can be significantly more expensive than the rates for the group coverage available to active employees. Therefore, you should check other sources of insurance coverage several months before your retirement date. Once you retire, you must make your decision about conversion within 31 days of your retirement date. If you die during the 31 days before your insurance is continued through the portability feature or converted to an individual policy, your beneficiary receives a lump sum payment of the amount you were entitled to continue or convert, even if you did not apply for continuation of conversion. Conversion provides the opportunity to obtain the full amount of coverage lost, through an individual universal life policy, if employees lose coverage for any reason other than policy termination or termination of coverage for their class. (If coverage is lost due to these reasons, some restrictions apply.) The Hartford has a toll-free Conversion Quote Line for individuals to obtain a cost estimate for converting their coverage. The Quote Line, 1-877-320-0484, is available Monday through Friday, 9:00 a.m. to 5:00 p.m. EST.

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Disability Plans Diageo NA offers the Short-term and Long-term Disability Plans through Hartford Life to provide financial protection for you and your family if you are unable to work due to an injury or illness. There is Company-paid coverage and the option to purchase additional coverage based on your needs.

IN THIS SECTION SEE PAGE Disability Plans ...... 114 How the Disability Plans Works ...... 114 Additional LTD Information ...... 116 Pre-existing Conditions...... 116 Return to Work Incentive...... 116 If You Become Disabled Again...... 117 Disability at Age 62 or Older...... 117 Rehabilitation...... 117 Mental, Nervous, and Substance Abuse Disabilities...... 118 If You Receive Benefits from Other Sources...... 118 Applying for Social Security Disability Benefits ...... 118 Disabilities Not Covered by the Plans ...... 118 How to File a Claim for Benefits...... 119 Short-term Disability ...... 119 Long-term Disability...... 119 Converting Your Coverage to an Individual Policy...... 120

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Disability Plans Diageo NA offers two types of Disability coverage: . Short-term Disability (STD) . Long-term Disability (LTD) The Short-term Disability and 50% Long-term Disability coverage are provided by the Company at no cost to you. You may purchase additional LTD coverage if you wish.

Short-term Disability The STD Plan is Company-paid coverage that pays you 100% of your annual base salary during your first three months of disability and 60% of your annual base salary during the next three months of disability.

Long-term Disability If you are disabled for longer than six months, the LTD Plan, depending on the option you choose, may pay you 50%, 60%, or 70% of your annual base salary up to a maximum monthly benefit, for as long as you are totally disabled, or until you reach age 65. The Company automatically provides you with 50% LTD coverage. You may purchase 60% or 70% coverage.

Questions? If you have questions about STD or LTD insurance after you review the information here, call Hartford Life at 1-800-863-5166 or the Benefits Center at 1-800-523-2309. If you have questions about Social Security Disability, call the Social Security Administration at 1-800-772-1213 or log on to the Social Security website at www.ssa.gov.

How the Disability Plans Works There are several factors that determine what level of coverage you receive while on disability, such as your annual base salary, your ability to produce proof of insurability, and the cost of coverage.

Annual Base Salary STD and LTD benefits are based on your annual base salary. As your salary increases, your coverage increases. Annual base salary does not include commissions, bonuses, overtime pay, or any fringe benefits. The maximum amount of annual base salary allowed under the LTD Plan is $225,000.

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Proof of Insurability If you want to change your LTD coverage after your initial enrollment, you may need to provide proof of insurability. This means that you will need to complete a personal health statement, and submit it to the insurance company. The insurance company must approve the coverage. Coverage is not guaranteed.

Cost of Coverage The Company pays the full cost of your STD coverage and the 50% LTD option. You and the Company share the cost for the 60% or 70% LTD options. Premiums for 60% and 70% LTD coverage can be found on Diageo One or by contacting your Human Resources Representative.

Tax Information Under current law, if an employee receives disability benefits that have been paid for by the Company, they are subject to all income taxes. Therefore, if you become disabled, any STD benefits you receive are taxable, as well as, benefits received through the 50% LTD option. During the first six months, Social Security/Medicare taxes are also deducted. If you elect the 60% or 70% LTD option, the Company continues to pay for their portion of the 50% option premium, and you pay the additional premium for added coverage with after-tax dollars. Because you have already paid taxes on your portion of the premium, you will not be taxed on the additional 10% or 20% benefit that you receive.

Maximum LTD Benefits The maximum LTD benefit you receive depends on the option you choose: LTD Option* Maximum Monthly Benefit 50% of annual base salary $9,375 60% of annual base salary $11,250 70% of annual base salary $13,125 *The maximum amount of annual base salary allowed under the plan is $225,000.

LTD Payments In general, LTD payments continue until the earlier of the date you: . Reach age 65 (unless you become disabled at age 62 or older) . Are no longer considered disabled . Die

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Your LTD benefits may end sooner if: . You do not apply for benefits . You do not provide information requested by Diageo NA or Hartford Life If you are no longer considered totally disabled and your LTD payments end, you must notify the Company that you are released from disability.

Additional LTD Information Other factors you should consider when determining your level of disability coverage include: . Pre-existing conditions . Return to work incentive . If you are age 62 or older . Rehabilitation . Mental, nervous, and substance abuse disabilities

Pre-existing Conditions The LTD Plan will not pay benefits for a disability related to a pre-existing condition. A pre-existing condition is a condition for which you received medical care or treatment during the 90 days before your LTD coverage began. If you are a new employee, this means the 90 days before your date of hire; or if you are an existing employee, this means the 90 days before a change in coverage effective date. The condition can be the result of an accidental injury, illness, mental condition, or episode of substance abuse. The LTD Plan may cover pre-existing conditions if: . You have been free of medical care for that condition for 90 consecutive days before your LTD coverage began. . You have been insured under our LTD Plan for 365 consecutive days, whether or not you were treated for the condition during that period. In some areas you may be eligible for state disability benefits regardless of a pre- existing condition. Contact your Human Resources Representative for more information.

Return to Work Incentive If you are able to work in some capacity while on LTD, you may be eligible to earn up to 100% of your pre-disability earnings for up to 12 consecutive months without compromising your disability status. You will receive additional information from Hartford Life if you qualify for this benefit.

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If You Become Disabled Again If you return to work after having been on STD or LTD and then become disabled again, you may be eligible for additional payments for related or unrelated disabilities as follows: If You Return to Work If You are on STD: If You are on LTD: for: Less than 30 days You may be eligible to You may be eligible to resume STD payments for resume LTD payments if the remainder of the STD you become disabled due six-month period if you to the same condition. become disabled due to the same condition. More than 30 days You may be eligible to You must begin a new LTD Any period of time and begin a new six-month six-month waiting period. become disabled due to period of STD benefits. You may be eligible for a different, unrelated STD benefits during this condition time.

Disability at Age 62 or Older If you are age 62 or older when you become disabled, your LTD benefit payments may Normal Retirement Age continue after you reach age 65 as follows: The Normal Retirement Age When Disabled: You May Receive LTD Benefits: Age for the purpose of this plan is age 65. Prior to 63 Until you reach Normal Retirement Age or 42 months, if greater 63 Until you reach Normal Retirement Age or 36 months, if greater 64 For 30 months 65 For 24 months 66 For 21 months 67 For 18 months 68 For 15 months 69 or older For 12 months

Rehabilitation Hartford Life will provide services to help you return to work if you are on disability through a rehabilitation program. A rehabilitation program may include: . Vocational testing and training . Alternative treatment plans such as:  Support groups  Physical, occupational, and speech therapy

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. Reasonable work-place modifications . Job placement . Transitional work

Dependent Care Credit If you are in a rehabilitation program and require dependent care for a child(ren) under age 13 or for a member of your household who is mentally or physically handicapped, the plan may add the cost of your dependent care expenses* to your pre-disability earnings, thereby increasing your LTD monthly benefit. You will receive additional information from Hartford Life if you qualify for this benefit.

Mental, Nervous, and Substance Abuse Disabilities The LTD Plan covers mental, nervous, and substance abuse disabilities if you are confined to a hospital or facility that is licensed to provide medical care for that condition. If you are not confined to a hospital or other facility, you may receive up to 24 months of benefits during your lifetime for all mental, nervous, and substance abuse disabilities.

If You Receive Benefits from Other Sources Your STD and LTD benefits will be coordinated with Social Security Disability, Worker’s Compensation, Diageo NA’s Cash Balance Plan, auto or liability insurance, and other disability replacement income plans so that your total benefit from all sources will equal your current STD or LTD benefit. If all other sources of disability income equal more than your LTD benefit, you will still receive the minimum $50 monthly benefit from Diageo’s plan.

Applying for Social Security Disability Benefits Social Security Disability payments generally begin in your fifth month of disability, as long as you apply and are eligible for benefits. The amount of disability payments depends on your earnings history. For more information about Social Security Disability, call the Social Security Administration at 1-800-772-1213 or log on to the Social Security website at www.ssa.gov.

Disabilities Not Covered by the Plans The Disability Plans do not pay benefits for disabilities due to: . A pre-existing condition (LTD only) . Any attempt by you to commit assault, battery, or felony . Service in the armed forces

*The plan will pay up to $350 per month for the first 12 months, $175 per month for the next 12 months. The maximum benefit is $2,500.

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. War or any act of war (declared or undeclared) . Insurrection . Rebellion . Your taking part in a riot or civil disorder Intentionally self-inflicted injury benefits will also not be paid if: . Your disability is not verified by a doctor . You do not provide medical information as required by the Company or the insurance company . Your job can be adapted for your condition, and you do not return to work . You become disabled while on layoff or leave of absence

How to File a Claim for Benefits There are two different claims processes for STD and LTD disability. For STD, you must contact your supervisor, your HR Representative and Hartford Life immediately. For LTD, Hartford Life will contact you after three months on STD.

Short-term Disability If you become disabled, notify your supervisor, your HR Representative and Hartford Life immediately to initiate your STD benefits. You may notify Hartford Life two weeks in advance for expected disabilities, i.e. maternity and planned surgery. If you do not notify Hartford Life within five days of your disability, benefits will be delayed.

Long-term Disability Hartford Life will contact you regarding the LTD application process after three months of STD. They will notify you in writing if your claim is approved or if more information is needed. The insurance company may require you to supply medical information from time to time while you receive LTD benefits.

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If your claim is denied, Hartford Life will tell you why it was denied and how you can appeal the denial.

An Example An employee is age 57, her annual base salary is $40,000, and she has elected the 70% LTD option. If she becomes totally disabled in March 2014, she will receive the following benefits: Employee’s Coverage Dates of Payments Monthly Disability Benefit STD: 100% of annual base Beginning March 1 $3,333* salary Ending June 1 ($40,000 ÷ 12) STD: 60% of annual base Beginning June 2 2,000* salary Ending August 31 ($40,000 × 60% = $24,000 ÷ 12) LTD: 70% of annual base Beginning Sept. 1 $2,333* salary Ending at age 65 ($40,000 × 70% = $28,000 ÷ 12) *STD and LTD benefits may be offset by disability benefits from other sources.

Converting Your Coverage to an Individual Policy If your coverage ends, you may be able to convert your LTD coverage to an individual policy. In order to convert your LTD coverage, you must complete the application and pay the premium within 31 days following the termination of coverage. Conversion forms will be sent to you if coverage ends. You may not convert to an individual policy if you are receiving LTD benefits.

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401(k) Plan The Diageo North America, Inc. Savings Plan (401(k) Plan) makes it easy for you to save for your future. Some of your retirement income may come from Social Security, and depending on your length of service, the Company’s Cash Balance Pension Plan. The 401(k) Plan provides a way to save additional money to help maintain your lifestyle when you retire. For information about your legal rights under ERISA and other important administrative details, see Administration.

IN THIS SECTION SEE PAGE How the Plan Works ...... 122 Eligibility...... 122 Enrolling in the Plan...... 123 Your Beneficiary ...... 123 Your Contributions ...... 124 Rollover Contributions ...... 125 Investing Your Contributions ...... 126 The Investment Funds...... 126 Investment Earnings, Losses and Gains...... 127 Investment Restrictions ...... 127 Voting and Similar Rights ...... 127 Compliance with 404(c) Regulations...... 127 Access to Your Account Balance While Employed ...... 128 Loans for Active Employees...... 128 In-Service Withdrawals...... 129 Distributions When You Leave the Company...... 130 If You Retire from the Company...... 130 When You Die ...... 131 1 When You Reach Age 70 2...... 131 If Your Account Balance Is $5,000 or Less ...... 132 Applying for Benefits...... 132 Distributions from the Diageo Stock Fund...... 132 Taxes on Distributions...... 132 Beneficiaries and Alternate Payees ...... 133 W-2 Reporting ...... 133 Things That Can Affect Your Benefit...... 134 Other Plan Information...... 134 Plan History ...... 134 Transferring to a Diageo NA Affiliate...... 135 If You Were a Participant in a Previous Plan ...... 135 Additional ERISA Information...... 136 Certain Tax Effects ...... 136 Available Documents...... 137

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How the Plan Works The 401(k) Plan makes it easy to save for your retirement. The 401(k) Plan offers you several savings advantages, including: A Legal Notice . Convenient payroll deductions: You may contribute from 1% to 50% of your salary (pre-tax and/or after-tax) each year up to IRS limits. This section and parts of the Administration . Tax deferrals: You do not pay taxes on pre-tax contributions or any earnings on your section constitute part of account until distribution. You pay taxes on Roth 401(k) contributions prior to the a Prospectus covering contributions going into your account and you do not pay taxes on your account, or securities that have been any earnings on your Roth 401(k) account, upon distribution. registered under the Securities Act of 1933. . Investment choices: The 401(k) Plan offers you a broad selection of investment funds for your savings and an opportunity to change your investments on a daily basis. . Tax deferrals: You do not pay taxes on pre-tax contributions or any earnings on your account until distribution. . Access to your money: You may borrow or withdraw money from the 401(k) Plan before retirement. . Vesting: You are always 100% vested in your contributions. . Distribution of your account: If you leave the Company or Retire, the full value of your vested account is available to you. Various payout options are available if your account balance is greater than $5,000.

Questions? If you have questions about the 401(k) Plan or your account after reviewing the information here, call the Fidelity Retirement Benefits Line at 1-800-421-3844, or log on to their website at www.401k.com.

Eligibility You become eligible to participate in the 401(k) Plan on the first of the month following your hire date (if you are age 21 or older). If you are hired on the first of a month, you will be eligible to participate in the 401(k) Plan on your hire date. If you are younger than age 21, you will be eligible on the first of the month following your 21st birthday. You are a Participant in the 401(k) Plan if you are an eligible employee of Diageo North America, Inc. or other participating Diageo company. You can obtain a list of participating Diageo companies from the Plan Administrator. You are an eligible employee if: . You are a salaried employee. . You are a non-union hourly employee of Diageo NA (other than a vineyard worker) who is employed at a winery, bottling, warehouse, distribution or visitor center facility as designated by the Company. . You are a U.S. citizen or lawful permanent resident of the U.S. on temporary assignment to an affiliate outside of the U.S.

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. You are a “localized” employee from a foreign affiliate with U.S. source earned income. . You are a resident alien with a valid green card or working visa who is lawfully working in the U.S. You are not eligible to participate in the Plan if: . You are a leased employee or classified as an independent contractor by the Company. . You are on a temporary assignment from a foreign affiliate, even if you have U.S. source earned income. . You are a non-resident alien with no U.S. source earned income. . You are covered by a collective bargaining agreement (unless the agreement specifically provides for participation in the Plan).

Enrolling in the Plan Participation in the 401(k) Plan is voluntary, and you may enroll at any time after becoming eligible. Enrolling is simple—call the Fidelity Retirement Benefits Line at 1-800-421-3844 or enroll online at www.401k.com. You will need to decide the percentage of pre-tax, Roth after-tax and/or after-tax contributions you want deducted from your paycheck and how you want your money invested. You may enroll at any time within 30 days of your hire date. After 30 days, however, you will be enrolled automatically in the Plan at a contribution rate of 3% of your eligible earnings on a pre-tax basis. If you do not wish to enroll at this time, you must contact Fidelity to change your contribution percent to 0% either by calling Fidelity at 1-800-421-3844 or visiting the website www.401k.com. If you opt out, you can enroll at any time in the future. When you are enrolled automatically, Diageo has selected the Fidelity Freedom Fund as the “default” option in which your contributions will be invested. This Fund will have a target retirement date closest to the year you might retire based on your current age—assuming retirement at age 65. You may change your investment options or your contribution percent at any time by contacting Fidelity. Contributions range from 1% to 50% of your eligible pay up to the IRS limit.

Your Beneficiary You need to name a beneficiary, or beneficiaries, to receive your 401(k) Plan account balance if you die. If you are married, your spouse is automatically the beneficiary of your 401(k) Plan account unless he/she provides notarized, written consent agreeing to another beneficiary. Each time you change your beneficiary, your spouse must provide notarized, written consent. Contact Fidelity for beneficiary and consent forms.

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Your Contributions There are four ways you may want to contribute to the Plan: . Pre-tax contributions, . Roth After-tax contributions . After-tax contributions, or . Rollover contributions.

Pre-tax, Roth After-tax and/or After-tax Contributions You may contribute between 1% and 50% of your pay on a pre-tax, Roth after-tax and/or after-tax basis. In addition, if you receive an EIP/AIP annual incentive bonus, you may defer any or all of your bonus (pre-tax only) up to IRS contribution limits. If you do not separately elect to defer your award, contribution deductions will not be taken from your bonus. The IRS maximum annual salary limit for 401(k) contributions is $265,000 in 2015. (Maximum limits may be adjusted annually by the IRS.) See “Contribution Limits” on page 124 for more information.

Definition of Pay Your pay, as defined by the Plan, includes your base salary; any pre-tax payroll deductions; paid annual incentive bonuses; overtime; shift differential; commissions; and paid time away from work due to illness, vacation, and holidays. 401(k) deductions are not taken from severance pay; unused vacation; non-cash awards; reimbursement for relocation; automobile or educational expenses; imputed value of life insurance; stock option exercise; payments from long-term incentive plans; special bonuses; non-qualified deferred compensation; retention bonuses; incentive bonuses paid after termination; financial planning and related expenses; Company paid physicals; and any other similar payments or reimbursements.

Contribution Limits Each calendar year the IRS sets a combined maximum employee pre-tax and Roth after-tax contribution amount. For 2015 the amount is $18,000. If you reach the IRS limit, your pre-tax and Roth after-tax contributions will be discontinued until the following January. Once you hit the combined pre-tax and Roth after-tax limit, you may continue to make after-tax contributions until the IRS maximum total contribution limit of $53,000. IRS regulations also require that the 401(k) Plan cannot discriminate in favor of highly- paid employees and may require that highly-paid employees’ contributions be limited or refunded. You will be notified in the unlikely event that this situation occurs.

Catch-up Contributions If you are age 50 or older, or if you will turn age 50 during 2015, you may make additional pre-tax and Roth after-tax contributions to your 401(k) account in the form of catch-up contributions. In addition to the regular annual contribution limit of 50%, you may contribute from 1% to 25% more of your eligible pay up to $6,000 during 2015. This amount will be indexed for inflation. To make a catch-up contribution, call the Fidelity Retirement Benefits Line.

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Changing Your Contributions You may change, stop, or resume your pre-tax, Roth after-tax and after-tax Changing Your contributions at any time by calling the Fidelity Retirement Benefits Line Contribution Amounts at 1-800-421-3844 or online at www.401k.com. You may change your contribution amount and investment mix at any Pre-tax Versus After-Tax Contributions time by calling the When deciding whether to contribute on a pre-tax or after-tax basis to the 401(k) Plan, Fidelity Retirement consider the following example: Benefits Line at 1-800-421-3844 or Pre-tax Savings After-tax Savings online at www.401k.com. Annual Pay $65,000 $65,000 Pre-tax Contribution -$6,500 -$0 (10%) Federal Taxes (15%) $8,775 $9,750 Pay After Taxes and Pre- $49,725 $55,250 tax Contributions After-tax Contribution $0 -$6,500 (10%) Take-home Pay $49,725 $48,750 Estimated Tax Savings* $975 *You may save more if state and local taxes are included. This estimate is based on current tax law and is subject to change. The change will be effective the next pay period in the month following your call or on-line change.

Special Rights Upon Return from Military Service If you return to work for the Company after a qualifying military leave, you can “make up” the pre-tax, Roth after-tax and/or after-tax contributions that you could have made if you had not gone on military leave. Your right to “make up” contributions lasts for a specific period of time. By law, that period is three times your military leave period (but not more than 5 years): For example, if you had been on active duty for 12 months, you would have the right to make up any missed pre-tax and/or after-tax contributions for a period of 3 years following your return. The 401(k) Plan rules and Federal tax limits in effect during your military leave will limit your “make up” contributions. For further information, contact the Fidelity Retirement Benefits Line at 1-800-421-3844.

Rollover Contributions If you receive an eligible rollover distribution from a previous employer’s qualified retirement plan after you become a Diageo employee, that distribution, or a portion of it, may be deposited into the 401(k) Plan within 60 days of receiving the distribution. By doing this, you will defer paying taxes on the distribution until you receive the money from the 401(k) Plan.

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In addition, a distribution from an IRA may be rolled over to the 401(k) Plan. All rollovers must be approved by Fidelity before they can occur. Call the Fidelity Retirement Benefits Line at 1-800-421-3844 for information and forms. Rollover forms are also available in the Forms library on Diageo One.

Investing Your Contributions Investment decisions are your responsibility. You may currently choose to invest your contributions among 18 investment funds. See “The Investment Funds” on page 126 for more information. (Funds are subject to change, with notice.) You decide how your contributions will be invested when you enroll in the Plan. If you fail to make investment fund elections, the 401(k) Plan’s “default fund” is the Fidelity Freedom Fund nearest to your retirement age (age 65). You may invest in as many funds as you like. (However, investments must be made in whole percentages.) The value of your account will go up or down depending on investment performance and your investment decisions. The primary purpose of the 401(k) Plan is to provide you with a tax-advantaged investment vehicle to supplement your retirement income. Based on this objective, you should consider expected returns over longer periods of time. You may want to check with a financial advisor for the right combination of investments for you.

Changing Your Investment Mix You may change how your future contributions will be invested and transfer money among funds by calling the Fidelity Retirement Benefits Line at 1-800-421-3844 or online at www.401k.com.

Tracking Your Savings You may review your personalized account statement at any time by going to www.401k.com, however, an email reminder will be sent to you quarterly. The statement will give you details on the status of your account as of the prior quarter. You can get daily updates of your account by calling the Fidelity Retirement Benefits Line, or by going online at www.401k.com.

The Investment Funds The available funds have different investment objectives, so the risk and returns on each fund are different. Before you make your investment choices, you should think about the investment goals of each fund, as well as your own investment goals and your tolerance for risk. Each fund has a prospectus and summary description which provides information on the several aspects of the funds, including its: . Specific investment objectives, . Risk/return characteristics, . Type of investments, and . Investment diversification.

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A list of available funds, historical fund performance, prospectuses, financial statements, terms of investment contracts, and other investment fund information are available by calling the Fidelity Retirement Benefits Line at 1-800-421-3844 or online at www.401k.com once you have registered. Keep in mind that past fund performance is no guarantee of future performance. All of the 401(k) Plan’s investment funds are mutual funds, except for the Diageo Stock Fund. Each investment fund offered under the 401(k) Plan charges investment management fees (which are normally based on a specified percentage of fund assets) and may have other operating expenses that affect the fund’s investment return. In addition, the funds may impose deferred sales charges, sales loads and redemption or exchange fees. Current information on a fund’s operating expenses, fees and charges can be found in the most recent prospectus and summary description for the fund. The 401(k) Plan administrator has the right to change the investment funds offered under the 401(k) Plan at any time.

Investment Earnings, Losses and Gains Your account balance changes over time, as the value of your investments change and you earn dividends and/or interest on your account balance. Any dividends and/or interest your investments earn automatically are reinvested in that fund. When a fund shows earnings, gains and/or losses, your account balance reflects this change on a daily basis.

Investment Restrictions Due to certain improprieties in the mutual fund industry, a number of funds have begun to impose trading restrictions that are intended to curb short-term and other trading abuses. For example, many funds are restricting excessive short-term trading practices by sending a written warning to any person who has engaged in such trading and temporarily suspending or limiting the trading of anyone who continues to do so after receiving a warning. Trading restrictions may be imposed by the 401(k) Plan’s current investment funds. To find out if there are any restrictions under a fund, you should read the current prospectus and other available information for that fund.

Voting and Similar Rights All voting, tender and similar rights for any investment funds in which you invest your 401(k) Plan account are passed through to, and may only be exercised by, you. The proxy statement and accompanying materials will be sent to you with instructions on how to vote or otherwise exercise your rights.

Compliance with 404(c) Regulations The 401(k) Plan is designed to comply with ERISA Section 404(c) by providing you with a number of investment options and a wide choice of fund information, including each fund’s operating expenses, investments and share value/performance. The 401(k) Plan administrator is responsible for making sure the 401(k) Plan complies with Section 404(c). If you make investment choices for your account, the 401(k) Plan’s fiduciaries are not responsible for losses that may result from following your investment instructions.

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Access to Your Account Balance While Employed Although the 401(k) Plan is intended to provide income for retirement, you may need your money while you are still working. However, in granting special tax advantages to programs like the 401(k) Plan, the government limits how you may withdraw funds. The following is an explanation of what methods of withdrawal are available to you in various situations.

Loans for Active Employees Loans for active employees are available from the 401(k) Plan for any reason. Call the Fidelity Retirement Benefits Line at 1-800-421-3844 to initiate a loan and to determine the loan amount available to you. Endorsing the check is your agreement to the loan terms. The following rules apply to 401(k) Plan loans: . You may borrow up to 50% of your vested account balance. The minimum loan amount is $1,000, and the maximum amount is $50,000 (reduced by the highest outstanding loan balance in the previous 12 months). . You will be charged interest on your loan based on the prime rate published in the Wall Street Journal when the loan is approved. The interest is not tax deductible. . You cannot have more than one outstanding loan. . You have up to five years to repay a general purpose loan. . You have up to 20 years to repay a primary residence loan. A primary residence loan requires documentation, such as a purchase agreement. . Loan repayments will be made through after-tax payroll deductions and will be deposited in the investment funds of your current contributions.

Repayment of Loan You may repay your outstanding loan in full or in part at any time. Call the Fidelity Retirement Benefits Line at 1-800-421-3844 to receive more information about repaying your outstanding loan.

Military Service Your loan repayments will be suspended while you are performing military service. Call 1-800-421-3844 to receive more information about such a suspension of loan payments.

If You Leave the Company with an Outstanding Loan If you have a 401(k) Plan loan when you leave the Company, you may repay your loan in full within 90 days after your termination date or you may continue to repay your loan with installment payments by sending your payment directly to Fidelity. If you chose to repay your outstanding loan with installment payments you may do so through automatic checking account deductions. If you do not elect this option, you may repay your loan using a Loan Coupon Book provided by Fidelity. You will receive instructions from Fidelity approximately 4–5 weeks following your employment end date.

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If your outstanding loan is not paid in full, it will be defaulted and will be considered a “deemed distribution.” This means you will be responsible for any required income or excise taxes that may be applicable to the unpaid loan balance. (See “Taxes on Distributions” on page 132.). Your account cannot be distributed (rolled over) until your loan is paid off or it is considered a “deemed distribution.”

In-Service Withdrawals Under certain circumstances, in-service withdrawals are available for employees. There Applying for a are four types of in-service withdrawals: Withdrawal To request a withdrawal, Withdrawal of Roth After-tax and After-Tax Contributions call the Fidelity Retirement Benefits Line . You may withdraw the full value of your after-tax contributions (with applicable at 1-800-421-3844. taxable earnings) for any reason. . You may withdraw the full value of your Roth after-tax contributions for any reason. If you make a withdrawal prior five years from your first Roth after-tax contribution 1 and prior to age 59 2 you are subject to taxable earnings, after five years the 1 earnings are considered non-taxable if you are over age 59 2. . You are permitted to make one withdrawal during a six-month period. Note: After-tax contributions may be rolled over to an IRA or a qualified plan that will separately account for the after-tax amounts.

Hardship Withdrawals of Pre-tax Contributions You may make a hardship withdrawal of all, or a portion of, your pre-tax account 1 balance (except post- 1988 earnings) before you reach age 59 2, provided the amount requested is necessary to meet an immediate and severe financial need. You must have exhausted all other possible means of available resources, such as loans from the 401(k) Plan and other sources, savings accounts, and liquidation of other assets, without creating an additional immediate hardship. An immediate and severe financial reason can be one or more of the following: . Purchase of a principal residence (excluding mortgage payments) . Payment of post-secondary tuition and related fees for the next 12 months or you, your eligible dependents or beneficiary . Prevention of eviction from your principal residence or foreclosure on the mortgage of your principal residence . Payment of medical expenses for you, your eligible dependents or beneficiary that are not reimbursed through your medical plan . Payments for burial or funeral expenses for your deceased parent, spouse, dependents or beneficiary . Expenses for the repair of damage to your principal residence that would qualify for the casualty loss deduction under section 165 of the Internal Revenue Code (determined without regard to whether the loss exceeds 10% of your adjusted gross income). You may only withdraw the amount necessary to meet your immediate need. You must provide documentation to support the hardship withdrawal request.

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If your withdrawal is approved, the following rules apply: . You may request only the amount needed to meet your financial hardship plus the taxes due on the amount withdrawn. . Your current contributions to the 401(k) Plan will stop, and you will not be able to begin contributing to the Plan again until six months after the withdrawal. . You are permitted to make one hardship withdrawal during a six-month period. Taxes on Hardship Withdrawals 1 Because the 401(k) Plan is designed for long-term savings, if you are under age 59 2, the IRS imposes a 10% excise tax on hardship withdrawals, in addition to ordinary income tax. There are exceptions to the 10% excise tax. Tax laws that apply to 401(k) Plan withdrawals and distributions are complex and change from time to time. You should check with a financial advisor or accountant when deciding how to receive a payout of your account.

1 Age 59 2 Withdrawals 1 You may withdraw part or all of your account balance after you reach age 59 2. There is 1 no excise tax on these withdrawals. You are permitted to make one Age 59 2 withdrawal during a six-month period.

Rollover Account Withdrawals You may withdraw part or all of your rollover account balance at any time. You are permitted to take one withdrawal from your rollover account during a six-month period.

Distributions When You Leave the Company If you leave the company for any reason, you have to make a decision about your Plan account. In general, you can: . Transfer it to another tax deferred plan or individual retirement account (IRA). . Take an immediate cash payment of the full amount. You will owe income taxes on the taxable portion of your payment, and possibly an additional 10% penalty tax for early withdrawal. 1 . Leave it in the Plan until you reach age 70 2, with the option to withdraw it (in whole or in part) at any earlier time. You can only leave it in the Plan if your account balance is more than $5,000. If you plan to transfer your funds to another tax-deferred plan or IRA, be sure to read the important information in the special tax notice that will be provided to you after you terminate employment.

If You Retire from the Company You will be considered to have “retired” if: . Your employment with the Company ends on or after age 65; . Your employment with the Company ends on or after age 50 and after completion of at least five years of continuous employment; or

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. You were previously an employee of the Company who transferred to employment with a non-participating affiliate and you retire from the employment of the non- participating affiliate.

1 Defer Payment to Age 70 2 If you “retire” and your account balance (excluding the balance in your rollover contributions account) is more than $5,000 you can choose to defer distribution of your 1 account balance until you reach the age of 70 2. You will have the option to withdraw your account balance (in whole or in part) at any earlier time.

Installment Payments If you “retire,” in addition to the payment forms listed above, you may also choose to take installment payments of your account balance. Installment payments must be made annually or quarterly over any period you choose that does not exceed your life expectancy or the joint life expectancy of you and your beneficiary. Installment payments are allowed only if your account balance (excluding the balance in your rollover contributions account) is more than $5,000. After you begin receiving installment payments, you may change the form of distribution to: . A lump sum payment of your remaining account balance, or . Installment payments over a shorter period.

When You Die In general, your beneficiary (or beneficiaries) will receive the balance in your account in a single lump sum after your death. However, if you were receiving installment payments at the time of your death, your beneficiary may choose to continue receiving any installment payments that remained unpaid as of your date of death. These payments will be subject to income taxes and also may be subject to estate taxes. If you die while you are an active employee of the Company, payment of your account balance to your beneficiary (or beneficiaries) may be made in one of the following forms: . An immediate lump sum payment, . A lump sum payment made no later than December 31 of the calendar year that includes the fifth anniversary of your date of death, or . Annual or quarterly installments over a period no longer than the beneficiary’s life expectancy.

1 When You Reach Age 70 2 In general, you must begin taking distributions from your account balance by April 1 1 following the later of the year in which you reach age 70 2 or you retire. Unless you choose to receive your account balance in a single lump sum, each year thereafter you will receive an additional amount no later than December 31, until your entire account balance is distributed.

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If Your Account Balance Is $5,000 or Less If your account balance (excluding any rollovers you have made to the Plan) is $5,000 or less, you (or your beneficiary) will automatically receive a cash payment of your entire account balance after you retire, die or otherwise leave the Company. However, you may elect to do a direct rollover of this payout beforehand. Under certain conditions, your account automatically will be rolled over to an Individual Retirement Account (IRA). Your vested account balance will be rolled over to an IRA set up by the Plan administrator in your name if: . Your vested account balance is more than $1,000 but not more than $5,000 and . You do not make a choice about the method of distribution (either a direct rollover or a lump sum payment directly to you). You will receive a notice from the plan administrator describing your rights as owner of this IRA.

Applying for Benefits To begin payout of your account balance after you leave the Company, you must apply for payment. To request a distribution, call the Fidelity Retirement Benefits Line at 1-800-421-3844.

Distributions from the Diageo Stock Fund The normal form of distribution under the Plan is in cash. However, if any part of your account is invested in the Diageo Stock Fund when you chose to receive a distribution from the Plan, you may choose to receive part or all of the balance in the Diageo Stock Fund in whole Diageo plc American Depositary Shares (ADSs). Any balance in the Diageo Stock Fund representing fractional ADSs or short-term non-ADS investments will be paid in cash.

Taxes on Distributions A distribution of your 401(k) Plan to you, your estate or beneficiaries is generally subject to income tax at the time of distribution. An additional 10% excise tax may apply to pre- 1 tax contributions and earnings if you take a distribution prior to age 59 2. Federal income tax withholding rules apply to all distributions. Any amount withheld will be credited on your income tax return against any taxes due. Under the withholding rules, most distributions of pre-tax contributions and earnings in your account are subject to mandatory federal income tax withholding at a rate of 20% of the payment. You may elect out of mandatory withholding only if you elect a direct rollover to an Individual Retirement Account (IRA) or another tax qualified plan. Certain forms of distributions are not subject to the mandatory withholding. For these distributions, you may elect optional withholding at the time of distribution.

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The chart below summarizes the withholding rules for pre-tax: Payment Options Withholding Provision Lump sum payment Mandatory 20% withholding* (if not rolled over) Installment payments over: . Less than 10 years . Mandatory 20% withholding* (if not rolled over) . 10 years or more . Optional withholding In-service withdrawals Mandatory 20% withholding* (if not rolled over) 1 Deferred payment (up to age 70 2) Withholding deferred 1 Minimum distribution (at age 70 2) Optional withholding *If you elect a direct rollover, no withholding is required. If you receive installments over a period of less than 10 years, your choice to make or not make a direct rollover for your first payment will apply to all later payments.

Beneficiaries and Alternate Payees Generally, the direct rollover rules also apply to payments to a surviving spouse or to a former spouse who is an “alternate payee” under a court order. . If you are a surviving spouse or alternate payee, you may elect to have your distribution paid as a direct rollover to an IRA or another qualified plan, or paid to you in a lump sum or in installments. If you elect a lump sum payment, you may keep it or roll it over yourself into an IRA or another qualified plan. . If you are a beneficiary other than the spouse, you elect to do a direct rollover to an “inherited” IRA. However, you cannot roll over any payment that is made directly to you. Tax withholding is optional. The 10% early withdrawal penalty does not apply to a distribution made to a beneficiary or an alternate payee. In the event of the death of a beneficiary with an account, a lump sum distribution will be made to his or her estate. Tax laws that apply to plan distributions are complex and change from time to time. You should check with a financial advisor or accountant when deciding how to receive a payout of your account.

W-2 Reporting The amount shown on your W-2 Form as taxable income will be reduced by any pre-tax contributions you make to the Plan. The amount of your 401(k) Plan contributions will be printed in a separate box.

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Things That Can Affect Your Benefit Benefits may be denied, lost or stopped, or you may not be eligible for benefits, under the following circumstances: . You are not eligible to participate in the 401(k) Plan. . If the 401(k) Plan can’t make a payment because you or your beneficiary can not be found, the benefit may be forfeited. If the person entitled to the payment is located at a later date, benefits which were due but could not be paid shall be paid in a single sum. . If you receive a benefit payment that is larger than it should be, you must repay the excess to the 401(k) Plan. . Some 401(k) Plan fees may be charged directly to your account. See “The Investment Funds” on page 126 for more information on the payment of these fees. In addition, certain transactional fees related to loans or distributions taken by you may be charged to your account. . Certain costs of running the 401(k) Plan (such as the trustee’s and the other service providers’ fees) may be charged against all participants’ accounts on a pro-rated basis.

Other Plan Information The following is important information about the 401(k) Plan, including . Plan history . Transferring to a Diageo NA affiliate . If you were to a participant in a previous plan

Plan History Effective July 1, 2002, the Plan’s official name is the Diageo North America, Inc. Savings Plan. The Plan was originally established by Heublein, Inc. and was called the Heublein Savings and Investment Plan. Effective January 1, 1993, the Employees Savings Plan of the Paddington Corporation (Paddington Plan), the Carillon/GrandMet Capital Accumulation Plan (Carillon/GrandMet Plan), and the Profit Sharing Plan of Carillon Importers LTD (Carillon Plan) were merged into the Heublein Savings and Investment Plan, and the Heublein Plan was renamed the IDV U.S. Savings Plan (IDV Plan). Effective December 31, 1998, the Guinness America Employees Savings Plan (Guinness Plan) was merged with the IDV Plan, and the Plan name was changed to The UDV North America, Inc. Savings Plan. As of January 1, 1999, Carillon Importers LTD., United Distillers North America, Inc., United Distillers Manufacturing, Inc., United Distillers Inc., United Distillers & Vintners (Florida) Inc., and Guinness Import Company had adopted the Plan for the benefit of eligible employees.

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Transferring to a Diageo NA Affiliate If you transfer to another company affiliated with Diageo NA and continue to be eligible to participate in the 401(k) Plan, your participation will continue uninterrupted. If you are transferred to an affiliate that does not offer the 401(k) Plan, contributions to your account will stop, and you will not be eligible to take 401(k) Plan withdrawals or loans. You may make investment fund changes, and your account will continue to share in investment performance. You will be eligible to receive a final distribution from the 401(k) Plan when you no longer work for a Diageo company.

If You Were a Participant in a Previous Plan If you participated in a previous plan, some of your Plan provisions may be different. If you have questions regarding your previous plan participation, call The Fidelity Retirement Benefits Line at 1-800-421-3844.

Frozen Accounts If you have an account that was transferred from a previous plan, it will be maintained as a separate account under your name. It is not eligible to be credited with future contributions, but will continue to share in investment earnings and losses according to how you invest in the investment funds currently offered by the Company. You may change your investment mix at any time. Some of these funds may be available for loans or withdrawals. For specific information, call The Fidelity Retirement Benefits Line at 1-800-421-3844.

Schieffelin & Somerset Co. Employees If you were an employee of the Schieffelin & Somerset Co., your service will count for purposes of eligibility and vesting in the Diageo North America, Inc. Savings Plan.

Break in Service Sometimes your service with the Company is interrupted or broken. This is called a break in service. You will have a break in service: . On the last day you work for the Company if you resign, are discharged, retire, or die. . If you are disabled and do not return to work when your disability ends, or the date your employment ends, whichever occurs first. . If you are on a military leave of absence and do not return to work within the specified period of time as required by the law pertaining to veterans’ re-employment rights. . If you are absent from work for more than two years for maternity or paternity reasons.

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. If you are on an authorized leave of absence or layoff and do not return to work by the first anniversary of the date your leave or layoff began or on the date your leave or layoff ends (whichever occurs first). Break in service rules are complex. The above explanation is only a summary. If you have questions regarding break in service rules, please contact your Human Resources Representative.

If You Leave the Company and Are Rehired If you are rehired within one year after you leave, the time you were gone will count toward your Vesting Service. Any Vesting Service and Company matching contributions that were forfeited will be reinstated. If you are rehired within five years of when you leave the Company, any Vesting Service that you had before you left, and any Company matching contributions that were forfeited, will be reinstated. The time you were away, though, will not count for vesting purposes.

Maternity and Paternity Leaves of Absence If you are absent from work for the birth or adoption of a child, your time away from work for up to two years will not be considered a break in service. If you return to work within two years, you will receive credit for Vesting Service during this absence.

Additional ERISA Information This Plan is a defined contribution plan. This means that individual accounts for participants are maintained in the Plan’s trust fund based on contributions to each account plus any investment gains or losses. Benefits under such plans are not insured by the Pension Benefit Guaranty Corporation or other governmental insurance program.

Certain Tax Effects The IRS has issued a determination that the 401(k) Plan is a qualified plan for tax purposes under Section 401(k) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and that the Trust established in connection therewith is exempt from income tax under section 501(a) of the Code. As a result of the 401(k) Plan’s qualified status, contributions are deductible by the Company, and income and gains realized by the Trustee due to investment of qualified plan assets are not subject to federal income tax as long as they remain in the trust fund.

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Available Documents Diageo has filed a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, with respect to Diageo Ordinary Shares represented by ADSs and to interests in the 401(k) Plan. This Summary Plan Description, the most recent Investment Performance Update, the Description of Ordinary Shares and ADSs, and the Incorporated Documents (defined below) constitute the Prospectus delivered in connection with interests in the 401(k) Plan. The Incorporated Documents are: Diageo’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013; the 2013 401(k) Plan Annual Report on Form 11-K for the year ended December 31, 2013; and further documents subsequently filed under the Securities Exchange Act of 1934 (the “Exchange Act”) by the Registrant pursuant to Sections 13(a), 13(c) and 15(d) of the Exchange Act and the description of Ordinary Shares or ADSs contained in a registration statement filed under the Exchange Act. Any participant in the 401(k) Plan may obtain a copy of the Plan Document and Incorporated Documents without charge upon written or oral request to: The Diageo North America, Inc. Savings Plan 801 Main Avenue Norwalk, CT 06851 1-203-229-2100 These securities have not been approved or disapproved by the Securities and Exchange Commission or any State Securities Commission, nor has the Securities and Exchange Commission or any State Securities Commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

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Cash Balance Pension Plan The Diageo North America, Inc. Cash Balance Pension Plan is a Company-funded defined benefit plan that provides you with retirement income in addition to the Company’s 401(k) Plan. These Company-sponsored plans, together with your personal savings, can help you maintain your future financial security.

IN THIS SECTION SEE PAGE How the Cash Balance Pension Plan Works ...... 140 Your Cash Balance Account...... 141 Company Contribution Credits ...... 141 Military Service ...... 142 Interest Credits ...... 142 Vesting Service ...... 143 Break in Service ...... 144 If You Leave the Company and Are Rehired...... 145 Transferring to a Diageo NA Affiliate...... 145 Transferring from a Diageo NA Affiliate...... 145 When Your Cash Balance Benefit Is Payable ...... 145 Deferred Vested Benefit ...... 146 Normal Retirement Benefit ...... 146 Working after Age 65...... 146 Disability Retirement Benefit ...... 146 Distribution of Your Account...... 146 Forms of Benefit ...... 146 Suspension of Benefits...... 148 Delaying Your Cash Balance Benefit ...... 148 If You Die Before Benefits Begin...... 148 Taxes on Distributions...... 149 Applying for Your Cash Balance Pension Benefit ...... 150 Social Security Benefits...... 150 Things That Can Affect Your Benefit...... 150 Plan History...... 151 If You Were a Participant in a Previous Plan ...... 151 Guinness Bass Import Co...... 151 Lifetime Compensation, Paddington, or Guinness Plans...... 152

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How the Cash Balance Pension Plan Works Company Contribution Each calendar quarter, the Company will credit 10% of your eligible pay as a Contribution Credit, plus an Interest Credit, to your “account”. You become vested in Each quarter, the your account after completing three years of service. You cannot take loans on your Company will credit 10% of your eligible quarterly account or roll over a distribution from a previous employer’s plan or IRA into your pay, plus interest, to your account. account. If you leave the Company or retire, the full value of your vested account is available to you. You may choose a lump sum payment or, if your account balance is greater than $5,000, you may choose from other payment options. See “When Your Cash Balance Benefit Is Payable” on page 145.

Plan Funding The Company pays the full cost of the Cash Balance Pension Plan by making contributions to a trust fund. You are not permitted to make contributions on your behalf. The trust fund is managed by a trustee. It is the trustee’s responsibility to safeguard the fund. More information about the trustee is included in the Administration section.

Eligibility You become eligible to participate in the Cash Balance Pension Plan on the first of the month following your hire date (if you are age 21 or older). If you are hired on the first of a month, you will be eligible to participate in the plan on your hire date. If you are younger than age 21, you will be eligible on the first of the month following your 21st birthday. You are eligible to participate in the Cash Balance Pension Plan if you are an eligible employee of Diageo North America, Inc. or other participating Diageo company. You may contact the Plan Administrator for a list of participating companies. You are an eligible employee of a participating company if you are: . A salaried employee . A non-union hourly employee (other than a vineyard worker) who is employed at winery, bottling, warehouse, distribution or visitor center facility as designated by the Company . A U.S. citizen or lawful permanent resident of the U.S. on temporary assignment to an affiliate outside of the U.S. . A “localized” employee from a foreign affiliate with U.S. source earned income. . A resident alien with a valid green card or working visa who is lawfully working in the U.S.

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You are not eligible to participate in the plan if: . You are a leased employee or classified as an independent contractor by your employer. . You are on a temporary assignment from a foreign affiliate, even if you have U.S. source earned income. . You are a non-resident alien with no U.S. source earned income. . You are covered by a collective bargaining agreement (unless the agreement specifically provides for participation in the plan). You are automatically enrolled in the Cash Balance Pension Plan when you meet the eligibility requirements.

Your Beneficiary If you are married, your spouse is automatically the beneficiary of your Cash Balance account unless he/she provides notarized written consent agreeing to another beneficiary. Each time you change your beneficiary, your spouse must provide notarized written consent. Contact your Human Resources Representative or go to the Forms Library on Diageo One for beneficiary and consent forms. Your spouse must reconfirm his/her consent of any and all other beneficiaries within 180 days of the date you will begin receiving benefits from the plan.

Questions? If you have questions about the Cash Balance Pension Plan or your account after you review the information here, contact the Diageo North America Pension Center at 1-800-523-2309, or log on to https://pension.hewitt.com/Diageo. You may also call your Human Resources Representative or log on to Diageo One.

Your Cash Balance Account When you begin participating in the Cash Balance Pension Plan, an account will be established for you that will be used to track Company Contribution Credits and Interest Credits. No actual assets will be segregated into a separate plan account for you. Instead the assets will be held in the Plan’s trust along with the assets for all other plan participants. You will receive quarterly statements of your account activity.

Company Contribution Credits At the end of each quarter, the Company will allocate 10% of your pay as a Contribution Credit to your account. This amount will be based on the eligible pay you earned during that quarter.

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Definition of Pay Your pay, as defined by the Cash Balance Pension Plan, includes your base salary; any pre-tax payroll deductions; paid annual incentive bonuses; overtime; shift differential; and paid time away from work due to illness, vacation, and holidays. The IRS maximum annual salary is $265,000 in 2015. (Maximum limits may be adjusted by the IRS.) Company Contribution Credits are not given for the following types of income: severance pay; unused vacation; non-cash awards; reimbursement for relocation; automobile or educational expenses; imputed value of life insurance; stock option exercise; payments from long-term incentive plans; special bonuses; non-qualified deferred compensation; retention bonuses; incentive bonuses paid after employment ends; financial planning and related expenses; Company-paid physicals; and any other similar payments or reimbursements.

If You Become Disabled If you became disabled under the Company’s Long-term Disability (LTD) policy on or before January 31, 2009, you will receive Company Contribution Credits for the duration of your disability until the earliest of the following: your Normal Retirement date, the date you are no longer disabled, or the date on which you begin to receive benefits from this plan. If you become disabled under the LTD policy on or after February 1, 2009, you will stop receiving Contribution Credits when your employment ends after you begin receiving LTD benefits (or, if you continue to be employed by the Company, when you are no longer disabled or reach your Normal Retirement date). The Company Contribution Credit for each calendar quarter will equal 10% of one- fourth your base salary as of the date you became disabled. If you were a participant in a previous plan, you may be eligible for a partial benefit under the terms of your prior plan. See “If You Were a Participant in a Previous Plan” on page 151 or contact the Diageo North America Pension Center at 1-800-523-2309 with any questions about your benefit.

Military Service If you return to employment with the Company after a period of military service and while your re-employment rights are protected by law, the Company will make the Contribution Credits to your account that you would have received had you not been absent on military leave. Contact the Plan Administrator if you have returned to the Company after a military leave.

Interest Credits As long as you have a balance in your Cash Balance account, and you have not begun to receive benefits from the plan, your account will receive Interest Credits. Interest is applied at the end of each calendar quarter based on your account balance at the end of the previous calendar quarter. 1 The Interest Credit is equal to one-fourth ( 4) of the applicable interest rate for the last month in the calendar quarter immediately preceding the calendar quarter for which the Interest Credit is being applied. The current applicable rate of interest is based on a 30- year U.S. Treasury bond yield as determined by the IRS.

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Example of Growth of Cash Balance Account The table below shows how a hypothetical Cash Balance Account will grow based on the Quarterly Pay, Contribution Credits and Interest Credits shown. Assume that Theresa was hired by Diageo NA as an eligible employee on December 1, 2012. She became a Cash Balance Participant that same day. For the sake of simplicity, we will assume the use of a 3% Interest Credit each year (or 0.75% quarterly). Through the end of 2015, Theresa’s Cash Balance Account will grow as follows: Cash Balance Account 0.75% Qtrly 10% Beginning Interest Contribution Ending Plan Quarter Quarterly Pay Balance Credit Credit Balance 4Q2012 $2,500.00 0.00 0.00 $250.00 $250.00 1Q2013 $7,500.00 $250.00 $1.88 $750.00 $1,001.88 2Q2013 $7,500.00 $1,001.88 $7.51 $750.00 $1,759.39 3Q2013 $7,500.00 $1,759.39 $13.20 $750.00 $2,522.59 4Q2013 $7,500.00 $2,522.59 $18.92 $750.00 $3,291.51 1Q2014 $7,600.00 $3,291.51 $24.69 $760.00 $4,076.20 2Q2014 $7,600.00 $4,076.20 $30.57 $760.00 $4,866.77 3Q2014 $7,600.00 $4,866.77 $36.50 $760.00 $5,663.27 4Q2014 $7,600.00 $5,663.27 $42.47 $760.00 $6,465.74 1Q2015 $7,700.00 $6,465.74 $48.49 $770.00 $7,284.23 2Q2015 $7,700.00 $7,284.23 $54.63 $770.00 $8,108.86 3Q2015 $7,700.00 $8,108.86 $60.82 $770.00 $8,939.68 4Q2015 $7,700.00 $8,939.68 $67.05 $770.00 $9,776.73

Vesting Service Vesting Service determines your eligibility for Cash Balance Pension Plan benefits Vesting when you leave the Company. You become vested in, meaning you earn a right to, your The process of acquiring Cash Balance account after three full years of continuous service. Continuous service is ownership rights for measured in full years and months from your hire date until you leave the Company. certain benefits, such as An hour of service is each hour for which you are paid or entitled to payment for your Retirement performing the duties of your job while employed by the Company, including vacation, Program benefits. When holiday, illness, disability, layoff, jury duty, or leave of absence. An hour of service also you are vested, you own the benefits you have includes each hour for which you receive back pay. earned through the Vesting Service also determines whether your service is restored if you leave the applicable plan. Company and are rehired. If you permanently leave the Company before completing three full years of continuous service, you will not be eligible for a benefit. You will become 100% vested in your Cash Balance account, regardless of your years of Vesting Service, if one of the following occurs while you are an active employee: . You reach age 65

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. You become permanently disabled . You die (including death while performing qualified military service)

Former Joseph E. Seagram Employees If you are a former employee of Joseph E. Seagram & Sons, Inc., who became an employee of Diageo North America, Inc. on December 21, 2001, your service with Seagram will count toward participation and vesting in this plan.

Previous Plan Participation Vesting Service under the Lifetime Compensation Plan, the Paddington Plan, the Guinness Plan, or the Schieffelin & Somerset Co. Plan will be counted as Vesting Service for the Diageo NA Cash Balance Plan unless the service is disregarded under the terms of that particular plan.

Break in Service Sometimes your service with the Company is interrupted or broken. This is called a break in service. In general, a break in service starts on the first day which you receive no pay from the Company. Here’s how the break in service rules work: You will have a break in service if you: Your break in service starts on: Resign, are discharged, retire or die The last day you work for the Company Are disabled The earlier of (1) the date your disability ends and you do not return to work when your disability ends or (2) the date your employment ends. Are on military leave of absence and do The date you went on military leave of not return to work within the specified absence period of time as required by the law pertaining to veterans’ reemployment rights Are absent from work for maternity or The second anniversary of your last day of paternity reasons work prior to taking maternity or paternity leave Are on authorized leave of absence or The earlier of (1) the first anniversary of layoff and do not return to work your last day of work prior to going on leave of absence or (2) the date your leave or layoff ends

Maternity and Paternity Leaves of Absence If you are absent from work for the birth or adoption of a child, your time away from work, up to two years, will not be considered a break in service. If you return to work within two years, you will receive credit for Vesting Service during this absence.

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Military Leaves of Absence If you take a leave of absence for military service, special break in service rules apply. Contact your Human Resources Representative or log on to Diageo One for more information. Break in service rules are complex. The above explanation is only a summary. If you have questions regarding break in service rules, please contact your Human Resources Representative.

If You Leave the Company and Are Rehired If you leave the Company before you are vested in the Cash Balance Pension Plan, Repaying Your Cash your account will be forfeited. Balance Payout If you are rehired within one year after you leave, the time you were gone will count If you leave the toward your Vesting Service. Any Vesting Service, Company Contribution Credits, and Company and receive a Interest Credits that were forfeited will be reinstated. lump sum payout from the plan, you may repay If you are rehired within five years of when you leave the Company, any Vesting your lump sum Service that you had before you left, and any Company Contribution Credits and distribution, with interest Interest Credits that were forfeited, will be reinstated. The time you were away, compounded annually, however, will not count for vesting purposes. within five years of being rehired. If you repay your account, your account Transferring to a Diageo NA Affiliate and any forfeited amounts will be restored. If you transfer to another company affiliated with Diageo NA and continue to be eligible to participate in the Cash Balance Pension Plan, your participation will continue uninterrupted. If you are transferred to an affiliate that does not offer the Cash Balance Pension Plan, contributions to your account will stop, but your account will continue to receive Interest Credits. You will also continue to receive Vesting Service for the time you are employed by the affiliate. You will be eligible to receive a benefit from the plan when you no longer work for a Diageo company, provided you are vested.

Transferring from a Diageo NA Affiliate If you are transferred from a Diageo NA affiliate and become eligible to participate in this plan, you will receive Vesting Service for the time you were employed by the affiliate.

When Your Cash Balance Benefit Is Payable Your Cash Balance account is payable to you after your employment with the Company (or an affiliated company) ends. If you do not elect to start your benefit at that time, you may be eligible for a deferred vested benefit. If the value of your Cash Balance account is greater than $5,000 and you choose to receive payment of your benefit in a form other than a lump sum, prior to reaching the Normal Retirement age (age 65), your benefit will be actuarially reduced to reflect early commencement. See “Distribution of Your Account” on page 146 for more information.

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Deferred Vested Benefit You become a deferred vested participant if you are vested when your employment with the Company (or an affiliated company) ends, and you do not elect to start your benefit at that time. Although you can chose to start receiving your benefit at any time before you reach Normal Retirement age (age 65), your benefits must start at Normal Retirement Age.

Normal Retirement Benefit Your Normal Retirement benefit will begin the first of the month following the date you reach age 65, unless your birthday is the first of the month in which case your benefit will begin on your 65th birthday.

Working after Age 65 If you continue to work after age 65, you will continue to earn Vesting Service, Company Contribution Credits, and Interest Credits. You will not be able to commence your benefit until your employment with Diageo ends. Your benefit will begin on the first of the month following your employment end date.

Disability Retirement Benefit You are eligible for a Disability Retirement benefit if you are receiving benefits under the Company’s Long-term Disability policy. Your Cash Balance account will be paid to you (or rolled over) at the earlier of your Normal Retirement Date, or your employment end date. You may elect to roll over your account if you become disabled under the Company’s Long-term Disability policy, or have the account paid to you, in which case your account will be terminated.

Distribution of Your Account Once benefit payments begin, you cannot change your method of payment.

Forms of Benefit There are several ways in which you can receive your benefit. They are: . Automatic Lump Sum Payment . Optional Lump Sum Payment . Lifetime Benefit . Spousal Joint and Survivor Lifetime Benefit . Joint and Survivor Lifetime Benefit (Non-Spouse Beneficiary)

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Automatic Lump Sum Payment If the lump sum value of your vested plan benefit is $5,000 or less but more than $1,000 you may choose to receive an immediate lump sum payment of your benefit or you may elect to do a direct rollover by contacting the Diageo Pension Center. If the lump sum value of your vested plan benefit is $1,000 or less the plan will automatically distribute your benefit to you in a single cash payment as soon as administratively feasible after your employment end date.

Optional Lump Sum Benefit If your account balance is more than $5,000, you may choose to receive your balance as a lump sum. If you are married and choose this option, you will need your spouse’s written notarized consent. You may take the lump sum as a single cash payment or a direct rollover by contacting the Diageo Pension Center.

Lifetime Benefit This option converts the value of your Cash Balance account into an annuity and pays a monthly benefit to you for your lifetime with payments stopping at your death (a “single life annuity”). No one else receives benefits under this option. If you are married you must have written notarized consent from your spouse to elect this payment option. The Lifetime Benefit option is the automatic method of payment if you are single and do not choose another option. The Lifetime Benefit will be actuarially reduced if payments begin before you reach Normal Retirement age (age 65). If you begin payments after reaching Normal Retirement age, your Cash Balance account is converted to an actuarially equivalent Lifetime Benefit based on your age at commencement, the current applicable rate of interest, and a mortality table published by the IRS. If you begin payments before reaching Normal Retirement age, your Cash Balance account is converted to an actuarially equivalent Lifetime Benefit by first projecting your Cash Balance account to Normal Retirement age at the current applicable rate of interest. The projected Cash Balance account at Normal Retirement age is then converted to an actuarially equivalent single life annuity at Normal Retirement age based on the current applicable rate of interest and a mortality table published by the IRS. Finally, the single life annuity at Normal Retirement age is actuarially reduced based on your actual age at commencement, the current applicable rate of interest, and a mortality table published by the IRS.

Spousal Joint and Survivor Lifetime Benefit This option converts the value of your Cash Balance account into an annuity and pays an adjusted monthly benefit to you for your lifetime with 50%, 75% or 100% of that benefit continuing after your death to your spouse for the remainder of his/her life. The amount of the adjusted benefit depends on your account balance, your age, the age of your spouse, and whether you choose a 50%, 75% or 100% survivor benefit. The amount of the adjusted benefit is determined by first calculating the Lifetime Benefit as described above, and then multiplying the Lifetime Benefit by an adjustment factor that reflects the chosen survivor benefit and the joint life expectancy of you and your spouse.

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The 50% Spousal Joint and Survivor Lifetime benefit is the automatic method of payment if you are married and do not choose another option. You may also choose the 75% or 100% Spousal Joint and Survivor Lifetime benefit. If you want to choose an option other than the 50%, 75% or 100% Spousal Joint and Survivor Lifetime benefit, you must have written notarized consent from your spouse. If your spouse consents to the different form of payment, his/her consent is irrevocable. If your spouse dies before benefits begin, the 50% Joint and Survivor Lifetime benefit is automatically canceled, and you will receive benefits according to the Lifetime Benefit option, unless you elect otherwise. If your spouse dies after benefits begin, you will continue to receive the same payments you had been receiving prior to your spouse’s death for the rest of your life. The Spousal Joint and Survivor Lifetime Benefit will be actuarially reduced if payments begin before you reach Normal Retirement age (age 65).

Joint and Survivor Lifetime Benefit (Non-Spouse Beneficiary) This option converts the value of your Cash Balance account into an annuity and pays an adjusted monthly benefit to you for your lifetime with 50%, 75% or 100% of that benefit continuing after your death to your designated beneficiary. The amount of the adjusted benefit you receive depends on your account balance, your age, the age of your beneficiary, and whether you choose a 50%, 75% or 100% survivor benefit. The amount of the adjusted benefit is determined by first calculating the Lifetime Benefit as described above, and then multiplying the Lifetime Benefit by an adjustment factor that reflects the chosen survivor percentage and the joint life expectancy of you and your beneficiary. If your beneficiary dies after benefits begin, you will continue to receive the same payments you had been receiving prior to your beneficiary’s death for the rest of your life. You are not allowed to elect a new beneficiary after your benefit has started. The Joint and Survivor Lifetime Benefit (Non-Spouse Beneficiary) will be actuarially reduced if payments begin before you reach Normal Retirement age (age 65).

Suspension of Benefits If you come back to work for the Company after your benefits have started in the form of a Lifetime Benefit, Spousal Joint and Survivor Lifetime Benefit, or Joint and Survivor Lifetime Benefit (Non-Spouse Beneficiary), benefit payments will be suspended during the period of your re-employment. Benefit payments will resume after you terminate your employment.

Delaying Your Cash Balance Benefit If your account balance is more than $5,000, you may delay receiving your benefit until the first of the month following your Normal Retirement age (age 65).

If You Die Before Benefits Begin If you die before your benefits begin, the process by which your benefits are distributed depends on whether you are single or married.

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If You Are Single If you are single and die before receiving any Cash Balance Pension Plan benefits, your beneficiary will automatically receive a lump sum benefit.

If You Are Married Your spouse will automatically be your beneficiary unless he/she has previously consented, in writing, to another beneficiary. If your spouse is your beneficiary and: . Your account balance is $5,000 or less, your spouse will receive a lump sum payment. . Your account balance is more than $5,000, your spouse will automatically receive the Lifetime Benefit unless he/she waives this option and elects to receive the benefit as a lump sum. . If your spouse has consented to the designation of another beneficiary, your beneficiary will automatically receive a lump sum benefit.

Taxes on Distributions A distribution of your Cash Balance account to you, your estate, or beneficiaries is generally subject to income tax at the time of distribution. If you receive a distribution of 1 your Cash Balance account before age 59 2, and you do not roll it over, you will have to pay ordinary income tax on your distribution and an additional 10% excise tax for early withdrawal unless you qualify for an exception. In some cases you may be eligible for more favorable tax treatment, such as income averaging. Federal income tax withholding rules apply to all distributions. Any amount withheld will be credited on your income tax return against any taxes due. Under the withholding rules, most distributions of Company contributions and earnings on your account are subject to mandatory federal income tax withholding at a rate of 20% of the payment. You may elect out of mandatory withholding only if you elect a direct rollover to an Individual Retirement Account (IRA) or another tax qualified employer plan. Certain forms of distributions are not subject to the mandatory withholding. For these distributions, you may elect optional withholding at the time of distribution. The chart below summarizes the withholding rules: Lump sum payment Mandatory 20% withholding* (if not rolled over) Annuity payments Optional withholding Deferred payment (up to age 70-1/2) Withholding deferred Minimum distribution (at age 70-1/2) Optional withholding *If you elect a direct rollover, no withholding is required. If you receive installments over a period of less than 10 years, your choice to make or not make a direct rollover for your first payment will apply to all later payments. In general, excise taxes will apply to any lump sum payments that are not rolled over 1 unless you are age 59 2 or older.

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Beneficiaries and Alternate Payees Generally, the direct rollover rules also apply to payments to a surviving spouse or to a former spouse who is an “alternate payee” under a court order. . If you are a surviving spouse or an alternate payee, you may elect to have your distribution paid as a direct rollover to an IRA or another qualified plan or paid to you in a lump sum. If you elect that a lump sum be paid to you, you may keep it or roll it over yourself into an IRA or another qualified plan. . If you are a beneficiary other than the spouse, you can choose a direct rollover to an “inherited” IRA. Note: Non-spouse beneficiaries can now make a direct rollover to an “inherited” IRA. However, you cannot roll over a payment made to you. Tax withholding is optional. In the event of the death of a beneficiary with an account, a lump sum distribution will be made to his or her estate. Tax laws that apply to plan distributions are complex and change from time to time. You should check with a financial advisor or accountant when deciding how to receive a payout of your account.

Applying for Your Cash Balance Pension Benefit Call the Diageo North America Pension Center at 1-800-523-2309 or log on to https://pension.hewitt.com/Diageo. You will receive information in the mail after you contact the Pension Center. It is important to keep your address up to date on Diageo One. Also, if you (or your survivor) are unable to care for your own affairs, any payments due may be paid to someone who is authorized to conduct your affairs. This may be a relative or a court-appointed guardian.

Social Security Benefits When you retire, you may be eligible for monthly benefits from Social Security. You may start receiving reduced benefits as early as age 62 (or earlier if you are disabled); your survivors may also be eligible for benefits if you die. In general, the amount of your Social Security depends on your pay history, your age and the Social Security laws in effect when you retire. Family members may qualify for Social Security benefits, too, based on either their own earnings or on the benefits you receive. You must apply for your Social Security benefits. Payments do not begin automatically. The best source of information is your nearest Social Security office.

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. You are an eligible participant who leaves the Company’s employment before you are vested. . If you die after retirement and did not choose a payment option that provides a benefit to a beneficiary after your death, any monthly benefit payments will stop upon your death. . If the Plan can’t make a payment because you or your beneficiary cannot be found, the benefit may be forfeited. If the person entitled to the payment is located at a later date, benefits which were due but could not be paid shall be paid in a single sum, and the right to future benefits will be reinstated in full. . If you receive a benefit payment that is larger than it should be, you must repay the excess to the Plan. . Benefit accruals and/or benefit payments may be restricted if the Plan fails to meet certain funding levels set by law. This is not an exhaustive list and other circumstances may arise that we cannot anticipate that may affect your benefit.

Plan History Effective July 1, 2002, the plan’s official name is the Diageo North America, Inc. Cash Balance Pension Plan. On January 1, 1999, the UDV North America, Inc. Cash Balance Pension Plan (the predecessor to this plan) was formed as a result of the merger of the Retirement Plan of UDV North America, Inc. for Paddington Employees and the Guinness America Pension Plan into the Lifetime Compensation Plan of UDV North America, Inc.

If You Were a Participant in a Previous Plan If you previously participated in any of the following plans, please see the corresponding section for information on how to receive benefits you may have already accrued: . Guinness Bass Import Co. . Lifetime Compensation, Paddington, or Guinness Plans . Class III Grandfathered Participant – Allen Park

Guinness Bass Import Co. Guinness Bass Import Co. participants active prior to January 1, 2001, who did not have three years of Vesting Service as of January 1, 2001, and who terminate before completing three years of Vesting Service, may be eligible to receive a portion of their account.

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Lifetime Compensation, Paddington, or Guinness Plans More Information Participants in the Lifetime Compensation Plan, the Paddington Plan, or the Guinness Plan on December 31, 1998 who were employed on January 1, 1999, had their accrued For more information benefit as of December 31, 1998 converted to lump sum equivalents that became the regarding previous plan participation, refer to the opening balance of their Cash Balance Pension Plan accounts. When they leave the summary plan Company and are eligible for distribution of their Cash Balance accounts, they may descriptions for those receive the larger of: plans, or contact your . Their Cash Balance account, or Human Resources Representative. . Their accrued benefit from their previous plan. The portion of the accrued benefit from the previous plan that is larger than their cash balance account is paid under the forms of payment available under the previous plan. The portion of the accrued benefit from the previous plan that equals their cash balance account is paid under the forms of benefit available under the Cash Balance Pension Plan. Participants in the Lifetime Compensation Plan, the Paddington Plan, or the Guinness Plan who terminated employment prior to January 1, 1999 and who have not been rehired since that date do not have a Cash Balance account. Such participants will receive their accrued benefit from their previous plan under the forms of payment available under that plan.

Transitioned Participant A Transitioned Participant is an employee who was a participant in the Lifetime Compensation Plan, the Paddington Plan, or the Guinness Plan on December 31, 1998, was employed on January 1, 1999 and whose age and Vesting Service on January 1, 1999 totaled at least 55.

Class I Grandfathered Participant A Class I Grandfathered Participant is an employee who was . A participant in the Lifetime Compensation Plan or the Paddington Plan on December 31, 1998 and had reached age 50 with 10 years of Vesting Service as of January 1, 1999 or . A Class I Grandfathered Participant is also an employee who was a participant in the Guinness Plan on December 31, 1998 and had reached age 55 with five years of Vesting Service as of January 1, 1999.

Class II Grandfathered Participant A Class II Grandfathered Participant is an employee who was a participant in the Lifetime Compensation Plan, the Paddington Plan, or the Guinness Plan on December 31, 1998 and had received notice before January 1, 1999 that he/she would be terminated from the Company as of a date on or after January 1, 1999. Class II Grandfathered Participants were not credited with an accrued benefit for the Cash Balance Pension Plan and do not receive Contribution or Interest Credits. Class II Grandfathered Participants receive benefits under the terms of their previous plan as though the plan in effect on December 31, 1998 continued in effect after that date.

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Class III Grandfathered Participant—Allen Park A Class III Grandfathered Participant is an employee who is or was a member of the collective bargaining unit including employees in the clerical and technical unit at Allen Park, Michigan. Class III Grandfathered Participants were not credited with an accrued benefit for the Cash Balance Pension Plan and do not receive Contribution or Interest Credits. Class III Grandfathered Participants accrue and receive benefits under the terms of the Lifetime Compensation Plan of UDV North America, Inc. as though the plan in effect on December 31, 1998 continued in effect after that date.

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Work/Life Benefits Diageo NA offers a number of additional benefits to help you manage your work and personal time. There is Company-paid coverage for some benefits and the option to purchase services and benefits based on your and your family’s needs. Diageo NA’s Work/Life benefits include: . Employee Assistance Program (EAP) . Vacation Buy Plan . Additional Insurance Coverage . Discounts and Reimbursement Programs . Financial and Family Programs . Other Benefits

IN THIS SECTION SEE PAGE Employee Assistance Program (EAP) ...... 157 EAP Benefit Summary...... 157 Vacation Buy Plan ...... 158 Calculating the Cost for Vacation Days...... 158 Using Your Optional Vacation Days...... 159 Unused Optional Vacation Days ...... 159 Additional Insurance Coverage...... 159 Legal Assistance Plan ...... 160 The Hyatt Legal Plans Network...... 160 Legal Assistance Benefits ...... 160 Receiving Legal Services...... 162 Filing a Claim for Benefits ...... 162 Extending Your Benefits...... 162 MetLife® Auto & Home Insurance...... 162 Veterinary Pet Insurance...... 163 Annual Deductible ...... 164 Coinsurance ...... 164 Covered Benefits...... 164 Benefits Not Covered ...... 165 Filing a Claim for Benefits ...... 166 Discounts and Reimbursement Programs...... 166 Chrysler Affiliates Program...... 166 Tuition Reimbursement Program ...... 167 Eligibility...... 167 Approved Programs ...... 167 Eligible Expenses ...... 167 Reimbursements ...... 168

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Taxation...... 168 Termination...... 168 Part I: Pre-Approval Process...... 168 Part II: Reimbursement Process ...... 169 Helpful Tips...... 169 Fitness Center Reimbursement...... 170 Nissan Vehicle Purchase Program...... 171 Financial and Family Programs...... 171 Adoption Assistance ...... 172 Eligibility...... 172 Covered Expenses ...... 172 Process...... 172 Amendment/Termination ...... 172 Bright Horizons ...... 172 Eligibility...... 173 Registration ...... 173 Programs Available ...... 173 Program Details...... 173 College Coach ...... 174 Eligibility...... 174 Personalized Counseling...... 174 Education Help Desk...... 174 Virtual Learning Center ...... 174 My Diageo Assistant...... 174 Eligibility...... 175 Services Available ...... 175 How to Access My Diageo Assistant...... 175 Quorum Credit Union...... 175 Convenience...... 175 Safety ...... 176 Shared Success ...... 176 A Sense of Community...... 176 Other Benefits ...... 176 Global Employee Referral Program...... 176 Reward ...... 177 Matching Gifts Program...... 177 Program Purpose ...... 177 Eligible Participants ...... 177 Gift Limitations...... 178 Qualifying 501(c) (3) Institutions...... 178 Qualifying Gifts ...... 178 Administration...... 179 Service Awards...... 179 Eligibility...... 179 The Process ...... 179

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Employee Assistance Program (EAP)

The Employee Assistance Program (EAP) provides you and your family with confidential assistance for a wide range of personal and work-related issues. You are automatically enrolled for EAP coverage. The Company pays the full cost of your EAP and coverage. You pay the cost of any services provided outside the EAP.

Questions? If you have questions about the EAP after you review the information here, call 1-888-231-4886.

EAP Benefit Summary The plan covers five visits per year to an EAP provider for counseling services for you If You Need Immediate and your eligible dependents. Help If you require ongoing treatment after your provider assesses your situation, you may If you need help coping be required to pay your medical plan’s copay for additional visits. Check with your with challenges at work medical plan for benefit coverage. or at home, an EAP specialist is available 24 The following are examples of services covered by the EAP: hours a day at 1-888-231-4886. . Child and elder care . Compulsive gambling . Death and dying . Depression and anxiety . Eating disorders . Financial or legal concerns . Maintaining a balanced life . Marital and relationship problems . Parent-child conflict . Physical abuse . Retirement concerns . Sexual problems . Single parenting

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. Stress . Substance or alcohol abuse . Work-related problems Other services include: . Community resources for child and elder care, as well as care for disabled dependents and adoption counseling . Legal services, including unlimited telephone consultation, free 30-minute initial consultation, and additional legal services available at a 25% discount . Family mediation services, including a free 30-minute telephone consultation and referral to a local mediator, whose services are available at a 20% discount . Referrals to self-help groups, such as Alcoholics Anonymous, Overeaters Anonymous, or Gamblers Anonymous . Community financial resources for assistance with debt management and budget planning

Receiving EAP Services You may call the EAP 24 hours a day at 1-888-231-4886. You will speak confidentially to an EAP Specialist who is an experienced professional with a clinical master’s degree. You will receive approval for two sessions; after those sessions, your provider will speak with an EAP Clinical Assessment Reviewer, who may approve any additional visits. They will also discuss whether the issue can be resolved within your remaining sessions or whether you should continue treatment through your medical plan. Vacation Buy Plan

Through the Vacation Buy Plan, you may buy up to one week of vacation to add to your regular vacation time each year. You can enroll in the Vacation Buy Plan when you are hired, during Open Enrollment, or if you have a life status change. Employees hired on or after October 1st will not be able to participate in the current year, but will be provided an opportunity to enroll for the plan year beginning January 1st of the following year. See Participating in the Benefits Plans for additional information about when you can enroll or change your benefits.

Calculating the Cost for Vacation Days You pay the full cost of buying vacation days on a pre-tax basis. The annual cost of optional vacation days will be deducted evenly from each of your paychecks throughout the year. Although you buy vacation time in full-day increments, the cost is calculated by your hourly rate.

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An Example Your annual base salary is $40,000 on January 1 and you decide to buy three vacation days for that year. Your cost is calculated as follows: Step One Step Two Step Three Ann. Base Salary Weekly Pay Hourly Wage ÷ 52 Weeks in a Year ÷ Hours Worked per x Hours Optl. Vacation =Weekly Pay Week Days = Hourly Wage = Cost for Vacation Days $40,000 ÷ 52 Weeks $769.23 ÷ 37.5 Hours $20.51 × 22.5 Hours = = $769.23 = $20.51 per Hour $461.48 for 3 Vacation Days

Using Your Optional Vacation Days When you use your optional vacation days, you will receive your base rate of pay that is in effect on that date. You must schedule your optional vacation days with your manager before using them. Also, you must use all of your regular vacation days and floating holidays before using your optional vacation days. You cannot carry over optional vacation days to the next calendar year.

Unused Optional Vacation Days If you do not use your optional vacation days before the end of the calendar year, you may request to be reimbursed for unused days pending verification from your manager. Your reimbursement will be taxed as regular income. Special rules may apply in California; contact your Human Resources Representative for more information.

Questions? If you have questions about the Vacation Buy Plan after you review the information here, log on to Diageo One or call your Human Resources Representative.

Additional Insurance Coverage

In addition to your healthcare, life and accident and disability insurance, Diageo offers employees the opportunity to take advantage of these additional insurance programs: . Legal Assistance Plan . MetLife® Auto & Home Insurance . Veterinary Pet Insurance

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Legal Assistance Plan Services Covered by The Legal Assistance Plan offers help with handling personal legal matters by providing the Legal Assistance you with access to legal advice through the Hyatt Legal Plans network. You also have Plan the option of using an attorney of your choice, at a lower benefit level. The Legal Assistance Plan covers attorney fees for a number of The Hyatt Legal Plans Network matters, such as You may receive legal assistance through Hyatt Legal Plans’s nationwide network of adoptions, consumer 10,000 attorneys (most of whom have at least 12 years of experience). If you use a protection, wills and trusts and real estate network attorney, the plan often covers services in full. issues. You may also use out-of-network attorneys at a reduced level of coverage.

Legal Assistance Benefits Most network services are covered in full up to maximum benefit amounts. Out-of- network fees are reimbursed up to a certain dollar amount. For specific services, exclusions, and benefit amounts, contact Hyatt Legal Plans.

Eligible Expenses The following are examples of services covered under the Legal Assistance Plan: . Adoptions . Attorney office work . Child custody/child support . Consumer protection . Debt collection defense . Defendant civil action . Estate administration/closing . Guardianship . IRS audit . Juvenile court proceedings . Marriage matters . Real estate matters . Wills and trusts You are responsible for any difference between your attorney’s fees and the plan benefit. The plan pays a maximum of $17.50 per quarter hour for out-of-network attorneys.

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Ineligible Expenses Benefits under the Legal Assistance Plan cover attorney fees only. You pay the cost of any other expenses related to your legal matter, including: . Court costs . Filing fees . Expert witness expenses In addition, the following are examples of services not covered by the Legal Assistance Plan: . Actions involving:  Montgomery Ward Insurance Company, its parent or affiliated companies, agents, administrators, or subcontractors in Connecticut, Hawaii, Maine, and North Carolina  The Forum Insurance Company, in all states except Connecticut, Hawaii, Maine, and North Carolina  Disputes about this plan . Actions or proceedings in which both the plaintiff and defendant are in the same family . Charges involving driving under the influence of alcohol or drugs . Civil or criminal actions that involve Diageo NA, or relate in any way to your employment . Defense of criminal actions against you if either the victim or someone in the victim’s family contributed to the cost of your participation in this plan . Enforcement of a living will . Estate planning . Preparation or filing of tax returns, patents, copyrights, or trademarks . Proceedings you had consulted with or retained an attorney for, before your coverage began . Services furnished outside of the United States . Services not performed by an attorney, unless performed by a paralegal under the direction of an attorney

Questions? If you have questions about the Legal Assistance Plan after you review the information here, call Hyatt Legal Plans at 1-800-821-6400, or log on to their website at http://info.legalplans.com. You will need to choose the Diageo group and enter our password: 7130001 (Single) or 7140001 (Family).

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Receiving Legal Services The Legal Assistance Plan offers both non-emergency and emergency legal services.

Non-emergency Services To receive non-emergency legal services, call Hyatt Legal Plans at 1-800-821-6400, Monday through Friday, from 8 a.m. to 9 p.m. EST. A representative will: . Transfer your call to a Hyatt Legal Plans attorney in your area if you wish to consult with an attorney by phone . Provide you with the names of participating Hyatt Legal Plans attorneys in your area if you want to schedule an office consultation . Mail you a list of area attorneys, claim forms, and other information If you choose an out-of-network attorney, you do not need to call Hyatt Legal Plans for approval. However, you should call for claim forms and information about filing claims.

Emergency Services Hyatt Legal Plans representatives are available 24 hours a day for emergency legal assistance.

Filing a Claim for Benefits When you enroll in the plan, you will receive claim forms and instructions about how to submit claims. You may also call Hyatt Legal Plans for additional forms or claim information. You may choose to have the plan send payments to you or to your attorney. Fully documented claims generally are processed within 15 days of receipt. You may only receive one benefit for all legal services related to a single cause of action or event.

Extending Your Benefits If coverage ends after you or a family member has retained an attorney, benefits will be extended to pay for services completed within 90 days of the date coverage ends. If you or a family member dies before coverage ends, benefits for estate administration and closing will be paid according to plan provisions and will not be subject to the 90-day limit.

MetLife® Auto & Home Insurance The MetLife® Auto & Home Insurance Program provides you with access to coverage for your personal insurance needs through special group rates and policy discounts. You may purchase policies to cover your: . Auto . Home (not available in California and Florida)

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. Condo . Mobile/motor home . Landlord’s rental dwelling . Renter’s insurance . Recreational vehicle . Boat . Personal excess liability (umbrella) insurance You may enroll for, or change your coverage at any time by calling 1-800-GET-MET8 (1-800-438-6388). An insurance consultant will provide you with no-obligation premium quotes and help you apply for coverage if you decide to switch from your current carrier. It is helpful if you have your current insurance policy when you call. You pay the full cost of your insurance, but get to take advantage of special group rates and policy discounts. Discounts and group rates, where available, will vary by state to those who qualify. You may choose to have your policy premiums deducted from your paycheck or from your checking account. There are no interest charges or service fees. Other payment options are available including mortgage billing for home insurance. To file a claim, call 1-800-GET-MET8 (1-800-438-6388), 24 hours a day.

Questions? If you have questions about MetLife® insurance coverage after you review the information here, call MetLife® at 1-800-GET-MET 8 (1-800-438-6388), or log on to their website at www.metlife.com/mybenefits. When you log on, you will be asked for the company name: Diageo North America.

Veterinary Pet Insurance Veterinary Pet Insurance (VPI) can help you better manage the high cost of more than 6,400 veterinary services for your pet ranging from minor problems such as ear infections and bee stings, to major conditions such as broken bones, diabetes, and cancer. VPI is endorsed by the American Humane Association, and provides comprehensive coverage that allows you to use any veterinarian worldwide (including specialist referrals). There are two plans from which to choose: . Standard Plan . Superior Plan As a Diageo, NA employee you may buy insurance for your following pets: . Dogs . Cats

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. Birds . Rabbits . Ferrets . Exotic pets You may enroll for, or change your coverage at any time by calling 1-800-GET-MET8 (1-800-438-6388), or by logging on to www.metlife.com/mybenefits. Sales agents are available Monday through Friday 9:00 a.m. – 11:00 p.m. EST and Saturday 10:00 a.m. – 6:30 p.m. EST. Interactive voice response is available 24 hours a day. You pay the full cost of your insurance, but get to take advantage of group rates. If you insure one pet, you get a 5% discount. If you insure two or three pets, you get a 10% discount. If you insure four or more pets, you get a 15% discount. Premiums vary based on the species and age of your pet and which plan you select. To find out the cost for your coverage, call 1-800-GET-MET8 (1-800-438-6388), or log on to www.metlife.com/mybenefits. Your monthly premiums will be automatically deducted from your paycheck. Or if you prefer, you may pay annually or monthly by credit card or automatic checking account deductions.

Annual Deductible Both the Standard and the Superior Plans have a $50 annual deductible for each accident or illness. The deductible is based on your individual policy term. For example, if you enroll on April 1, 2014, your deductible will apply from April 1, 2014 through March 31, 2014.

Coinsurance Your claim is paid based on your plan’s Benefit Schedule which can be found on the website. The policy will pay 90% of the plan’s Benefit Schedule allowance, per incident, during each policy term after the $50 deductible for eligible expenses. The VPI Standard Plan provides coverage up to $2,500 per accident or illness and a maximum benefit of $9,000 per policy term. Benefits coverage renews each year, and there is no lifetime cap. The VPI Superior Plan provides coverage up to $4,500 per accident or illness and a maximum benefit of $14,000 per policy term. Benefits coverage renews each year, and there is no lifetime cap.

Covered Benefits Each plan covers the same services, but the cost, reimbursement rates (based on the Benefits Schedule), and maximum benefits differ. You may also buy vaccination and routine care coverage and additional cancer protection. VPI helps pay covered medical expenses for: . Prescriptions . Diagnostic tests . Lab fees

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. X-rays . Surgical procedures . Hospitalization . Treatment . Office visits You can find a complete list of covered services on www.metlife.com/mybenefits. Vaccination and Routine Care Coverage (VRCC) If you enroll in either the Standard or Superior Plan, you may buy optional VRCC which covers over $200 in expenses for: . Annual physical exams . Vaccinations . Prescription flea control . Heartworm protection . Choice of spay/neuter, teeth cleaning, or a comprehensive health screening Note there is no deductible for these services. Cancer Rider Your pet is covered for cancer treatment under the Standard and Superior Plans, but with the Cancer Rider, you double your pet’s cancer benefits.

Benefits Not Covered Pre-existing conditions (injuries or illnesses that occur before the coverage date) are not covered by the plan unless they have been cured before the effective date of the policy. In addition, the following are examples of conditions that are not covered: . Congenital or hereditary defects or diseases . Elective and cosmetic procedures . Expression or removal of anal glands or anal sacculitis . Breeding or conditions related to breeding . Diagnostic tests and treatments for conditions excluded or limited by the policy . Special diets, pet foods, vitamins, mineral supplements, boarding or transporting expenses, grooming costs . Diseases which are preventable by vaccines . Behavioral problems . Orthodontics, endodontics, and removal of deciduous teeth . Diagnosis, medical management, or surgical correction of anterior cruciate ligament (ACL) damage or rupture during the first 12 calendar months of the effective date of the policy

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Filing a Claim for Benefits Claim forms will be included in your policy kit. To submit a claim, sign the claim form, attach the original invoice and diagnosis from your veterinarian, and mail it to VPI’s Claims Department. The average processing time is seven days or less. Additional claim forms can be downloaded from www.metlife.com/mybenefits, or call Customer Service at 1-800-GET-MET8.

Questions? If you have questions about VPI coverage after you review the information here, call 1-800-GET-MET8 (1-800-438-6388), or log on to the VPI website at www.metlife.com/mybenefits.

Discounts and Reimbursement Programs

This section describes programs that provide opportunities for you to save money through discounts or reimbursements. The programs include: . Chrysler Affiliates Program . Tuition Reimbursement Program . Fitness Center Reimbursement . Nissan Vehicle Purchase Program

Chrysler Affiliates Program As an employee of a Chrysler designated fleet account, you and your spouse have an opportunity to purchase or lease select Chrysler, Jeep or Dodge vehicles at the Preferred Price (a maximum of 1% below factory invoice plus a $75.00 administration fee). This great savings may also include consumer incentives available at the time of sale. Diageo U.S. employees or spouses may purchase or lease two vehicles per calendar year. Contact a U.S. Chrysler, Jeep or Dodge dealership to confirm participation and for complete program details. Please note that some models are not eligible for this program. Please use the information below to determine what models are included in the program. Here’s how to participate: . Obtain your Company Code. Diageo’s Company Code is F34908. . Visit www.chrysleraffiliates.com to receive a unique Control Number(s) OR . Call Chrysler Affiliate Rewards Program Headquarters toll-free at (888) 444-4321 and provide your name, address, telephone number, company name and Company Code. You will not be able to get a Control Number without the correct Company Code.

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. Take the Control Number(s), along with a company photo ID or recent, original pay stub to any participating U.S. Chrysler, Jeep or Dodge dealership to receive the Preferred Price. If your spouse is the intended buyer/lessee, a marriage license or similar documentation verifying the relationship to you must also be provided. . Pick Out Your Favorite Vehicle Today! If you have any questions, please contact Pat Smith, Diageo Fleet Administrator, at 203-229-4022.

Tuition Reimbursement Program The Tuition Reimbursement program is intended to provide financial assistance to develop employees’ capabilities within their current role, or to prepare for an intended growth role within the Company.

Eligibility . Regular full-time salaried employees, non-union full-time hourly employees, reduced hour non-union employees who work more than 20 hours per week and have manager approval prior to beginning the course. . Employees must remain with the Company for a period of at least one (1) year after course’s completion, or else employees will be required to repay the amount reimbursed (for voluntary terminations only). For involuntary terminations, this requirement would be waived.

Approved Programs . Courses must be part of an approved degree program and it can be an on-line program. . Courses must be under the direction of an accredited college or university.

Eligible Expenses

Covered Expenses . Tuition, . Registration fees . Laboratory fees . Books.

Expenses Not Covered College entrance exams, entrance exam preparation courses, competency exams, other course materials, parking and graduation expenses. Any portion of tuition reimbursed by other assistance (e.g., GI Bill, Research Grant, Fellowship, etc.)

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Reimbursements

Reimbursement Amount Reimbursement for approved courses taken at accredited institutions if a “C” or better grade (or a “Pass” in a Pass/Fail) is achieved.

Maximum Reimbursements . Undergraduate Degree Program shall not exceed $5,000 per calendar year . Graduate Degree Program shall not exceed $10,000 per calendar year The reimbursement maximum runs by calendar year, January 1 through December 31. Since tax rules will apply, reimbursement limits will apply to the calendar year in which the classes are completed. If an employee takes a combination of Graduate and Undergraduate courses in a calendar year, the undergraduate reimbursement total may not exceed the maximum of $5,000, the total reimbursement shall not exceed $10,000.

Taxation Tuition Reimbursement is subject to taxation and IRS regulations. Keep in mind, the tax laws regarding this benefit may change from year to year. For Undergraduate Courses (Tax-exempt): . Employees may be reimbursed tax-free up to the program maximum of $5,000. For Graduate Courses (Taxable): . Effective 1/1/2002, changes in the Internal Revenue Service tax code now make it possible for the graduate school tuition reimbursement to be tax-free up to $5,250. Any amount reimbursed in excess of the $5,250 is taxed as income.

Termination Voluntary: If you terminate less than 1 year after course’s completion, you will be required to repay the amount reimbursed. Involuntary: If you are terminated due to a redundancy prior to the completion of an approved course, you will reimbursed according to plan guidelines (required receipts, grade documentation, etc.); and you will not be required to repay any past reimbursements. If you are terminated for cause, you will be required to repay any amounts reimbursed in the past year.

Part I: Pre-Approval Process To obtain pre-approval for tuition reimbursement, employees will: . Discuss the degree program with their manager, outline benefits of program to their own objectives and Development Plan. Identify how the program will allow them to grow within the company. Please note that an approval of a degree program is not a guarantee of a promotion to a position utilizing such training upon completion of the program.

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. Once manager gives verbal consent, the employee must complete the current Education Assistance Form. Forms from prior years will not be accepted. Once your manager has approved the request, hold onto the form until you complete the class(es).

Part II: Reimbursement Process To receive tuition reimbursement employees will: . Once approved by manager - enroll, attend and receive a grade transcript for degree program courses. . Pay for courses and save your receipts for Tuition, registration fees, laboratory fees and books. Complete the initial Education Assistance Form that was pre-approved by the manager with final grades and costs; print and attach transcript and receipts. If the amount requested exceeds the initial request, have your manager approve the request again. Submit the Education Assistance Form to Human Resources Solutions. You must submit for reimbursement within 60 days after course completion. . Allow 45 days for reimbursement. Note: because this is a reimbursement program, if you obtain a loan to cover your expenses, you will not be reimbursed unless you provide proof of payment to the lending institution within 60 days of course completion.

Helpful Tips For Reimbursement to occur, the following must be true:

Manager’s pre-approval for coursework is recorded A Tuition Expense report is received and all receipts are attached along with a transcript of grade(s) received for course(s). Your manager’s signature is required if additional amounts are requested for reimbursement. Expenses submitted are for tuition, books or lab fees. Employee has received at least the required “C” or “Pass”. You must submit for reimbursement within 60 days of course completion. Note: Approval for tuition reimbursement will be on a course/semester basis. Approval for a course/semester does not qualify an employee for continued assistance.

Plan Amendment/Termination The Company reserves the right to interpret, amend or terminate this program at any time.

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Fitness Center Reimbursement

Who qualifies for the reimbursement? The Fitness Center Reimbursement is available to all eligible Diageo North America full- time and part-time employees (excluding temporary and bargaining unit employees). New hires are only eligible for reimbursement from their date of hire, but may provide receipts dated prior to their hire date for months covered under the policy.

What is the reimbursement amount? The reimbursement amount is 50% of the total annual membership fee (single or family), up to a maximum reimbursement amount of $400 per calendar year. For example, if you paid $600 for a year’s membership from January through December, you will be eligible to receive $300.

How often may I submit for reimbursement? Forms may be submitted twice during the calendar year. Please hold on to your receipts and submit in December for a membership paid monthly or upon renewal of an annual membership for the months in that calendar year. You should submit receipts again at the end of your membership year. Reimbursement forms must be received prior to March 31to receive reimbursement for the previous year’s membership. Please note that forms submitted after March 31will not be accepted for processing.

Do all Fitness Centers qualify for the program? No, eligible Fitness Centers are those who are licensed and who have exercise equipment or provide specialized classes i.e. yoga, karate, etc. Centers that only have racquetball, tennis or golf facilities, are not eligible. Only membership dues are reimbursable, all other services, e.g., personal trainers, massage, locker rental, etc., are not eligible for reimbursement. Membership fees paid for the Norwalk in-house Fitness Center are not eligible for reimbursement.

How will I be reimbursed? Please complete the current Fitness Center Reimbursement Form. Forms from prior years will not be accepted. Attach your membership agreement and proof of payment. You must initially pay your membership dues before submitting any request for reimbursement to FirstPoint. You can submit the necessary documentation via mail or interoffice delivery to First Point, 801 Main Avenue, Norwalk, CT 06851 or fax them to 203-229-7005. Upon receiving the health club receipts, the reimbursement will be processed by FirstPoint. You will be reimbursed according to the above guidelines. Please allow 45 days from submission date for processing.

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Will I receive a check in the mail, or will it be included in my paycheck? The reimbursable amount of the membership will be issued in your paycheck. It is important to note that the total amount, up to $400 per calendar year, will be less applicable taxes.

Nissan Vehicle Purchase Program Nissan North America is pleased to welcome Diageo North America as an approved participant in the Business Associate (D Plan) for the Nissan Vehicle Purchase Program. Employees of Diageo North America are eligible to purchase Nissan and Infiniti vehicles at special pricing. For more information on this program, employees should log onto the VPP Program website at www.insidenissan.com, and click on Business Associates. This will provide you with several options to view. Follow the link for Business Associate. . When viewing incentives, you will be asked for a log on and a password — both are: vendor. Employees will need to enter the Diageo Company code: VPP007867 (See further information about this code below). Employees may create their own claim form number from the Website by selecting ‘Get VPP Claim Number’. . You must take your claim number and proof of employment (photo ID badge, paycheck stub, or a business card) to the dealership when purchasing your vehicle. . IMPORTANT: The company name on the proof of employment must match the name of your company. . Business Associate employees are allowed two claims in a calendar year and they are good for themselves or a spouse only. . The claim form number is good for 90 days. . To obtain a claim form number, please log onto www.insidenissan.com as explained above. . Participation in the Vehicle Purchase Program is limited to Nissan and Infiniti dealerships in the continental United States, Alaska and Hawaii. However, dealerships are not required to participate in the program. Dealerships that do participate may, at their discretion, limit VPP purchases to specific models. . Please call VPP Headquarters at 1-800-299-4753 if you have any questions regarding the VPP program or eligibility. Financial and Family Programs

This section describes benefits that help you manage your day-to-day family life—and some of the challenges that may come along. The programs include: . Adoption Assistance . Bright Horizons . College Coach . My Diageo Assistant . Quorum Credit Union

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Adoption Assistance Adoption Assistance provides financial assistance and family leave to employees who have completed the process of legal adoption of a child. However, this benefit does not include the adoption of children related to an employee or employee’s spouse.

Eligibility The policy applies to all regular full-time hourly and salaried employees (excluding bargaining units employees) with one (1) year of service at the commencement date of adoption proceedings.

Covered Expenses A maximum of $7,000 (less applicable taxes) for adoption-related legal fees would be reimbursed after the adoption is final. (This may be a part of a larger fee charged by an adoption agency that provides legal and other adoption assistance.)

Process It is the responsibility of the employee to request the adoption expense reimbursement by contacting HR Solutions and provide the documentation necessary to receive payment. Documentation includes, but is not limit to: . Receipts for all legal expenses related to the adoption . Final court papers certifying the adoption as legal The adopting parent(s) may also be eligible for a leave of absence under Diageo’s Family Medical Leave Policy (FML). More on the policy can be found on Diageo One under Personnel Policies

Amendment/Termination The Company reserves the right to interpret, amend or terminate this program at any time.

Bright Horizons Bright Horizons Back-Up Care Advantage Program gives you access to a national network of high-quality care solutions for both your children and adult dependents when and where you need it. You can use the service when you need to be at work and your regular child or adult/elder care is unavailable. Examples include: . When your regular caregiver is ill or temporarily unavailable . When you are between child or adult/elder care arrangements . When your child’s regular day care or school program is closed

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. To ease transition back into a regular work schedule when returning from a leave of absence . When your adult/elder dependent has an illness or injury and needs extra assistance while they recover . When you are away on business travel or relocate to another city . When you experience any work/life issues that cause a breakdown in care You must be registered before using the program and reservations for care are required. For that reason, you may want to consider registering now so your account will be ready should you ever need back-up care. Reservations can be placed one month in advance up to the day care is needed.

Eligibility You are eligible if you are a full-time, salaried or hourly, non-union employee of Diageo NA working 20 or more hours per week.

Registration Registration is free. To register, call 877-BH-CARES or log on to www.backup.brighthorizons.com. The username is: Diageo and the Password is: backup.

Programs Available . Center-based back-up child care . In-home back-up child care for well and mildly ill children . In-home back-up adult/elder dependent care

Program Details You may use up to 15 days of back-up care per calendar year, with a maximum of five days of consecutive care at one time. There is no cost to register and a copay will only be collected if you use the back-up care services. Center-based care has a copay of $15 per child per day, up to $25 per family per day. For example, if you have two children that require back-up care, you would pay a $25 copay per day instead of $30 per day. In-home care has a copay of $6 per hour. Back-up care options are available for employees nationwide. Back-up care is offered nationwide to also cover loved ones who do not live with you.

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College Coach College Coach is the nation’s leading provider of employer sponsored educational counseling services. The College Coach benefit can guide you and your family through very important educational challenges, including understanding how to help your child develop natural talents and interests, select the right colleges, submit standout applications, and finance college. The College Coach benefit includes training workshops, personalized counseling, the Education Help Desk, and the Virtual Learning Center.

Eligibility You are eligible if you are a full-time, salaried or hourly, non-union employee of Diageo NA working 20 or more hours per week.

Personalized Counseling College Coach counselors provide interested and eligible employees individualized counseling sessions that will coincide with the topics appropriate for the grade level of the child (ranging from newborn through 12th grade). Counseling is available via telephone or through scheduled on-site sessions.

Education Help Desk You have access to the College Coach Education Help Desk for assistance on an as- needed basis for additional education related questions. The Education Help Desk may be contacted at 1-866-920-4426 or [email protected].

Virtual Learning Center College Coach provides an online learning environment where you can utilize interactive workshops and resources, which correspond to the grade level of your child. You can access the Virtual Learning Center by logging into https://passport.getintocollege.com. Register using the Company Passcode of: Diageo. Available workshops include: . Saving for College . High School Plan . Selecting the Right College . Preparing College Applications . Paying for College

My Diageo Assistant My Diageo Assistant is a service designed to help lighten your load, save you time, and make your life easier.

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Getting things done has never been so simple. My Diageo Assistant takes the everyday planning and coordinating of life off your hands, giving you more time to do the things you want to do instead of the things you have to do. Whether you know exactly what you are looking for or need help getting the ball rolling, My Diageo Assistant knows how to make each and every occasion memorable. Diageo pays for the My Diageo Assistant membership fee, so you will only pay for the goods or services you ask to be purchased on your behalf.

Eligibility You are eligible if you are a full-time, salaried or hourly, non-union employee of Diageo NA working 20 or more hours per week.

Services Available With research expertise available 24 hours a day, you can get assistance with just about anything on your to-do list. Whether it’s fixing a leaky pipe, doing your gift shopping, or planning your next vacation, My Diageo Assistant can help. Here are some examples of available services: . Find and schedule professionals for home repairs or maintenance . Compare and contrast cell phone, cable, or internet plans . Find a dog walker, karate class, or music lessons . Locate and purchase tickets for sporting, musical, or theater events . Enhance your vacation with activities from relaxing spas to adventure tours . Secure dining reservations for weekend plans or business meetings . Recommend and purchase gifts for weddings, birthdays, anniversaries, and holidays

How to Access My Diageo Assistant You can call My Diageo Assistant at 1-800-897-7859, email at mailto:[email protected], or log on to http://members.circles.com/Diageo.

Quorum Credit Union Quorum Credit Union is a not-for-profit financial institution that offers a full range of financial products and services, from no-fee checking accounts to mortgages and home-equity loans with extremely competitive rates. Quorum was established in 1934 and currently serves over 45,000 people nationwide—making them one of the largest credit unions.

Convenience Quorum offers nationwide access to your funds, whenever you need them at over 59,000 surcharge free ATMs and 3,800 Shared Service Center branches.

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Safety As a credit union, Quorum is accountable to members, not stockholders. Funds on deposit are insured up to at least $250,000 by the National Credit Union Administration (NCUA), a federal agency backed by the full faith and credit of the United States government.

Shared Success All Quorum earnings are returned to members in the form of higher interest rates on savings accounts, lower interest rates on loans, and reduced or no-fee products. They are also invested into new products and services to better serve the needs of members.

A Sense of Community Quorum will provide personalized service and individual attention to all members. You may continue being a Quorum member even if you leave Diageo. You may contact Quorum at 1-800-874-5544 or log on to www.quorumfcu.org. Then, click on the “Membership” tab, then “Why You Should Join,” and then “Apply Now.” Other Benefits

Additional benefits offered through the Diageo Benefits Program include: . Global Employee Referral Program . Matching Gifts Program . Service Awards

Global Employee Referral Program Eligibility and Terms and Conditions for both referrals and referees will be clearly defined from the outset and aim to include as wide a pool as possible whilst however taking into account legal, tax, administrative and cultural implications. All full-time and part-time employees on the Diageo payroll will be eligible to participate in the program with the following exceptions: . Any employee whose job responsibilities include any part of the recruitment, selection or hiring processes with the exception of hiring managers. . All managers/supervisors referring applicants for positions under their direct or indirect authority, or who are in a position to influence the hiring process in their area in any way. . Contractors and Fixed Term Contracts in certain markets subject to the jurisdiction in which they reside. All talented individuals can be referred with the following exceptions: . Anyone under the legal purchase age stated in the jurisdiction in which you reside. . Anyone who is currently employed by or known to the Diageo business. . Anyone who is being recruited into a role for less than 6 months. . Contractors and Fixed Term Contracts in certain markets subject to the jurisdiction in which they reside.

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Reward Diageo’s Global Employee Referral Program will either offer Non-Financial or Financial incentives, depending on your markets’ participation. The reward will only be paid in the event that the referred candidate is hired by Diageo and the referrer would receive the reward via the standard payroll process 90 days after the referred candidate starts working for Diageo (Or the nearest pay date after the 90 days is up). Both the candidate and employee will need to be employed by Diageo for the reward to apply. Referred candidates will only be valid for a period of 12 months per the date they were initially introduced/referred to Diageo. Diageo reserves the right to amend or remove the program at any point in time. The program does not constitute a contractual component of employee’s terms and conditions.

Matching Gifts Program This program has been designed to promote Diageo North America’s employees’ participation in the form of monetary contributions to 501(c) (3) organizations of choice. Through this support, Diageo North America reaffirms its objective to be an active corporate member in communities throughout the country. Please read carefully the guidelines that have been established for these donations to institutions meeting IRS tax status parameters of a non-profit association. It is your responsibility to ensure that the institution qualifies as a 501 (c) (3). Following the guidelines, you will find a form to be printed out, completed and forwarded with your check to the designated organization. If you have questions regarding this program’s guidelines, qualifying participants or recipients, please call Diageo North America’s Office of External Affairs, Washington, DC: (202) 715-1111 or via e-mail to [email protected].

Program Purpose To encourage support of non-profit organizations, the Diageo North America Foundation, Inc. funds Matching Gifts Program, which matches each eligible gift between $25 and $2,000 on a dollar-for-dollar basis.

Eligible Participants . Any regular full-time employee of Diageo North America is considered an eligible participant for purposes of this program . Any eligible participant (as described above) who is receiving disability benefits under a Diageo North America program . Any retiree of Diageo North America is considered an eligible participant for purposes of this program . The spouse of an eligible participant

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Gift Limitations . An eligible participant may contribute from $25 to $2,000 each calendar year to any qualifying 501(c) (3) institution of his/her choice. The Diageo North America Foundation will match the amount of the gifts-not to exceed an aggregate of $2,000 in any one year. . An eligible participant and spouse will be considered as one participant for purposes of the gift maximum . Matching gifts will be unrestricted, allowing the institution to determine their use . Upon certification by the institution, gifts will be matched on a quarterly basis

Qualifying 501(c) (3) Institutions There are many different types of non-profit organizations, but only 501(c) (3) federally tax-exempt non-profits qualify for the Diageo North America Matching Gifts Program. A 501(c) (3) organization* provides environmental, charitable, religious, scientific, medical, arts/cultural, or academic services to the public, and is an organization that qualifies for tax-deductible donations according to the IRS Code.

Qualifying Gifts

Gifts That Qualify For Matching . Gifts must be by personal check or securities with a quoted market value. For gifts in securities, the Foundation will determine the amount of its grant based on the last sale or bid price on or before the date of the contribution, when possible. . A bequest on a “one-time-only” basis if it’s paid within two years of death and if it satisfies all provisions of this program . Attendance at an institution is not a requirement for the gift to be eligible for matching . Matching of gifts by another foundation or company will NOT disqualify a gift under this program This program is intended to support voluntary contributions to 501(c) (3) institutions. It is not designed to replace or pay for expenses that are not tax deductible as contributions under Internal Revenue Service regulations.

Gifts That Do Not Qualify Excluded from this program are all payments other than outright gifts, for example: payments in lieu of tuition, admission to institutions, sports, cultural or other events, class, national or local alumni dues, memberships, subscription fees, promotional events such as lotteries or magazine sales and other payments as may be determined not to be in compliance with the provisions or intent of this program.

* If you have any questions regarding the status of your favorite charity, please contact External Affairs by calling (202) 715-1111.

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Administration The foundation will not match a gift unless the required application form is FULLY COMPLETED. . Form should accompany gift to the institution . To qualify for a matching gift, an eligible institution must return the completed form to the Foundation with a photocopy of the donor’s check or with evidence of securities transferred . Matching gifts will be made directly to the institution The Foundation will not match pledges at the time they are made, but will when they are paid. When actual payment of a pledge is made or when each payment of a portion of a pledge is made, a new form must be completed and sent to the institution with the payment. All matters related to interpretation, application or administration of provisions of this program or otherwise relating to it shall be determined by the Board of Directors of the Foundation, and its determination shall be final. The Foundation reserves the right to change or terminate this program as conditions may warrant.

Service Awards The objective of the Service Awards is to recognize years of service in a visible and People Pillar positive way. The purpose of the awards is to award employees for their continuous “Proud, passionate years of service and celebrate long-term contributions. people making a difference” Eligibility All Diageo NA salaried and Union Employees who work more than 20 hours per week are eligible.

Award levels (all awards are non-cash) 5, 10, 15, 20, 25, 30, 35+ years of service.

The Process Within the quarter that you reach your milestone anniversary date, your manager will present to you a “BRAVO” brochure . You will also be able to select from a variety of gifts depending on your years of service . You can then place your order in one of the following three ways: fax (form and number are included in the brochure); phone (number will be in the brochure) or on line (see the link under the Related link section of Diageo One) . Your order will be mailed directly to your home address.

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Administration Many of the benefit plans provided by Diageo North America, Inc. (Diageo NA) are subject to the requirements of the Employee Retirement Income Security Act of 1974 (ERISA). This section includes important information about the legal requirements, administration, and your rights under each of the Diageo NA benefit plans.

IN THIS SECTION SEE PAGE General Plan Information...... 183 The Company ...... 183 Plan Year...... 183 Agent for Legal Process ...... 184 Sources of Plan Information ...... 184 Your ERISA Rights ...... 185 Legal Plan Documents ...... 187 Benefit Plans Are Not a Contract of Employment...... 187 Interpretation of Plan Provisions Are Not Binding...... 188 Assignment of Benefits...... 188 Assigning Pension or 401(k) Benefits to Another Party ...... 188 Modification, Amendment, or Termination of the Plans...... 188 Request for Review ...... 188 Step One: Appeal to Plan Administrator or Insurer ...... 189 Step Two: Appeal to the Employee Benefit Administration Committee (EBAC).....189 Health Care Plans ...... 190 Appealing a Benefit Denial ...... 193 No Vested Rights to Benefits ...... 195 Family and Medical Leave Act (FMLA) ...... 195 Health Insurance Portability and Accountability Act of 1996 (HIPAA)...... 195 HIPAA Privacy Rules...... 195 Qualified Medical Child Support Orders (QMCSO) ...... 195 Coordination of Benefits (COB) ...... 196 Primary and Secondary Plans...... 196 Subrogation ...... 197 Coordination of Benefits with Medicare...... 198 Continuing Coverage through COBRA ...... 198 Events Permitting Continued Coverage ...... 199 Events that End COBRA Coverage...... 199 Notice Requirement...... 200 Election Requirement ...... 200 Initial Premium...... 200

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Military Leaves of Absence...... 201 Short-term Disability Plan...... 201 Long-term Disability Plan ...... 202 Life Insurance/AD&D/Business Travel Accident Plans ...... 203 401(k) Plan...... 203 Cash Balance Plan...... 204

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General Plan Information

The Company Where “Company” or “Diageo NA” is used throughout Your Employee Benefits, it means Diageo North America, Inc. Diageo NA Employer ID Number 06-1067908

Plans’ Sponsor Diageo North America, Inc. 801 Main Avenue Norwalk, CT 06851 1-203-229-2100

The Plan Administrator Employee Benefits Administration Committee (EBAC) Diageo North America, Inc. 801 Main Avenue Norwalk, CT 06851 1-203-229-2100 The EBAC as Plan Administrator has full discretionary authority to interpret and apply the provisions of the plans and this SPD. While the SPD is intended to be complete and accurate, remember that it is only a summary of the plans’ provisions. In interpreting this SPD, the Plan Administrator will rely on the governing plan documents. In the event of any conflict between this SPD and its governing documents, the plan documents will always control. The explanations in the SPD cannot alter, modify, or otherwise change the controlling plan documents, nor can any rights accrue by reason of any statements or omissions in the SPD. With the exception of denied claims which may be appealed as described in the following sections, the Plan Administrator’s decisions regarding the interpretation of the plan documents and SPD are conclusive and binding on all persons. The Plan Administrator may, however, delegate some of its interpretation and decision-making authority to the insurer or claims administrator for the plans. Benefits under the plan will be paid only if the Plan Administrator or its delegate decides in its discretion that the applicant is entitled to them.

Plan Year All plans are administered on a calendar year basis, January 1—December 31.

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Agent for Legal Process In the event that any legal action is necessary, Diageo NA has designated the following to serve as agent for service of legal process: Senior Vice President and General Counsel Diageo North America, Inc. 801 Main Avenue Norwalk, CT 06851 Service may also be made on the Plan Administrator or Plan Trustees. The Company is required to file annual reports (Form 5500) with the Employee Benefits Security Administration (EBSA) under the Department of Labor.

Sources of Plan Information Official Plan Name/ Plan Type of Plan Administrator, Provider, or Common Plan Name Number Trustee Diageo NA 501/502 ERISA Medical Care and Life Insurance Plans Medical Plan Self insured Claims administered by: Welfare UnitedHealthcare Insurance Company 450 Columbus Boulevard Hartford, CT 06115 Prescription Plan Self insured Express-Scripts Welfare 225 Summit Avenue Montvale, NJ 07645 Dental Plan Self insured Claims administered by: Welfare Delta Dental Plan of New Jersey P.O. Box 222 Parsippany, NJ 07054 Vision Service Plan Insured/Welfare Vision Service Plan 3333 Quality Drive Rancho Cordova, CA 95670 Life Insurance/AD&D Insured/Welfare Hartford Life and Business Travel P.O. Box 2999 Accident Plans Hartford, CT 06104 Health Care and Participant Claims administered by: Dependent Care Funded/Welfare UnitedHealthcare Insurance Flexible Spending Company Accounts 450 Columbus Boulevard Hartford, CT 06115

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Official Plan Name/ Plan Type of Plan Administrator, Provider, or Common Plan Name Number Trustee Diageo NA Short-term Self insured Claims administered by: Disability Plan (STD) Welfare Hartford Life P.O. Box 2999 Hartford, CT 06104 Benefits paid by Diageo NA’s operating assets Diageo NA Long-term Insured/Welfare Hartford Life Disability Plan (LTD) P.O. Box 2999 Hartford, CT 06104 Diageo North America, 001 Defined Trustee: Inc., Savings Plan Contribution Plan Fidelity Management (401(k) Plan) Trust Company 300 Puritan Way Marlborough, MA 01752 Diageo North America, 002 Defined Benefit Trustee: Inc., Cash Balance Pension Plan The Northern Trust Company Pension Plan (Cash 50 South LaSalle Street Balance Plan) Chicago, IL 60675

If you would like to see a copy of a plan document or reports that the Company submits to the government, you may do so during normal working hours or by contacting your Human Resources Representative. You may request a copy of a plan document by writing to the Plan Administrator. A copy will be sent to you within 30 days of receipt of your written request. The Company may charge you for the cost of making the copies. You may also request information from the Employee Benefits Security Administration at the address listed below: Employee Benefits Security Administration U.S. Department of Labor 200 Constitution Avenue N.W. Washington, DC 20210

Your ERISA Rights As a participant in the Diageo North America, Inc., benefit plans, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA), as amended. ERISA provides that all plan participants are entitled to:

Receive Information about Your Plans and Benefits You may examine, without charge, at the Plan Administrator’s office and at other specified locations, such as worksites, all documents governing the plans, including insurance contracts and a copy of the latest annual report (Form 5500 Series) filed by the plans with the U.S. Department of Labor and available at the Employee Benefits Security Administration.

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You may obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the plans, including insurance contracts, copies of the latest annual report (Form 5500 Series), and updated summary plan descriptions. The administrator may make a reasonable charge for the copies. You will receive a summary of the plans’ annual financial reports. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report. In addition, if you are a participant in the Cash Balance Plan, the Plan Administrator is required by law to furnish you a copy of that plan’s annual funding notice. You may also obtain a statement telling you whether you have a right to receive a pension under that plan at normal retirement age and, if so, what your benefits would be at that age if you stop working under the plan now. If you do not have a right to a pension, the statement will tell you how many years you have to work to be eligible for a pension. This statement must be requested in writing and is not required to be given more than once every 12 months. The plan must provide the statement free of charge.

Continue Group Health Plan Coverage You are entitled to continue health care coverage for yourself, spouse, or dependents if there is a loss of coverage under the plans as a result of a qualifying event (life status change). You or your dependents may have to pay for such coverage. Review this summary plan description and the documents governing the plans for the rules regarding your COBRA continuation coverage rights. You are also entitled to the reduction or elimination of exclusionary periods of coverage for pre-existing conditions under your group health plan, if you have creditable coverage from another plan. You should be provided a certificate of creditable coverage, free of charge, from your group health plan or health insurance issuer when you lose coverage under the plan, when you become entitled to elect COBRA continuation coverage, when your COBRA continuation coverage ceases, if you request it before losing coverage, or if you request it up to 24 months after losing coverage. Without evidence of creditable coverage, you may be subject to a pre-existing condition exclusion for 12 months (18 months for late enrollees) following your enrollment date in your coverage.

Prudent Actions by Plan Fiduciaries In addition to creating rights for plan participants, ERISA imposes duties upon the people who are responsible for the operation of employee benefit plans. The people who operate your plans, called “fiduciaries” of the plans, have a duty to do so prudently and in the interest of you and other plan participants and beneficiaries. No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a welfare or pension benefit, or exercising your rights under ERISA.

Enforce Your Rights If your claim for a benefit under one of the plans is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

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Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of plan documents or the latest annual report from the Plan Administrator and do not receive them within 30 days, you may file suit in a Federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the administrator. If you have a claim for benefits which is denied or ignored, you must use the plans’ appeal process. If your claim for benefits is ultimately denied in whole or in part after completing the plans’ appeal process, you may file suit in a Federal court. In addition, if you disagree with the Plan Administrator’s decision or lack thereof concerning the qualified status of a domestic relations order or a medical child support order, you may file suit in a Federal court. If it should happen that plan fiduciaries misuse the plans’ money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are successful the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

Assistance with Your Questions If you have any questions about your plans, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries. Employee Benefits Security Administration U.S. Department of Labor 200 Constitution Avenue N.W. Washington, DC 20210 You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

Legal Plan Documents Your Employee Benefits is a summary plan description (SPD) of the Diageo NA benefit plans. It describes the essential features of the legal plan documents that govern each plan’s operations. If the material in this SPD is inconsistent in any way with the provisions of the applicable plan document, the provisions of the plan document are the controlling and final authority.

Benefit Plans Are Not a Contract of Employment The benefit plans are not a contract of employment between you and the Company and grant no rights of continued employment to you or any other participant.

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Interpretation of Plan Provisions Are Not Binding Interpretation of the provisions of Your Employee Benefits or the plan documents made by persons other than the EBAC or those to whom it has delegated authority are without force or effect and are not binding on the plan or Plan Administrator.

Assignment of Benefits The benefit plans summarized in this SPD are used exclusively to provide benefits to you and your eligible dependents. Neither you nor Diageo NA can assign, transfer, or attach your benefits, or use them as collateral for a loan, except as described below.

Assigning Pension or 401(k) Benefits to Another Party If you become separated or divorced, certain court orders, called Qualified Domestic Relations Orders (QDRO), could require that part of your Cash Balance Pension or 401(k) Plan benefit be paid to someone else; for example, your current/former spouse or children. If the EBAC determines that the court order qualifies as a QDRO, payment to your current/former spouse or children, will be made according to the order, and the corresponding plan provisions. You may request and receive, without charge, a copy of the plan’s procedures for evaluating a domestic relations order from the Plan Administrator. You will be notified if the plan receives a domestic relations order in your name.

Modification, Amendment, or Termination of the Plans Currently, the Company expects to continue the benefit plans indefinitely. The Company, however, fully reserves the right to modify, amend, or terminate the plans at any time and for any reason. If the plans are modified, amended, or terminated, active and/or retired employees may not receive benefits as described in this SPD or as described in other materials that may have been provided to you from time to time. You may instead be entitled to receive different benefits, benefits under different conditions, or benefits may cease.

Request for Review If your claim for benefits described in this SPD is denied, you are entitled to request a review of the decision from the Plan Administrator or Insurer. Denial of claims for benefits under the 401(k) Plan, the Cash Balance Plan and the Life Insurance/AD&D and Business Travel Accident Plan may be reviewed as follows:

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Step One: Appeal to Plan Administrator or Insurer . Send your written request for review, including reasons you believe you are entitled to benefits, together with any supporting documents, to: 401(k) and Cash Balance Plans Benefit Plan Administrator c/o Total Rewards Diageo North America 801 Main Avenue Norwalk, CT 06851 Life Insurance/AD&D and Business Travel Accident Plans Hartford Life P.O. Box 2999 Hartford, CT 06115 . The Plan Administrator or Insurer will provide written notification within 90 days after receiving the request for review. The notice will explain:  The reason for the denial;  The plan provisions on which the decision is based;  An explanation of any additional material or information that may be necessary to process your claim, together with the reason why such information is necessary;  Describe the Plan’s review procedure and time limits applicable to your right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review; and  The procedure for requesting an appeal of the Plan Administrator’s decision. . If special circumstances require more than 90 days for processing your request for review, you will be notified of that fact, in writing, within 90 days after the Plan Administrator or Insurer has received your request. The notice will explain the special circumstances that make an extension necessary and indicate a date when the final decision is expected to be made. The extension may be made for up to an additional 90 days.

Step Two: Appeal to the Employee Benefit Administration Committee (EBAC) . If you wish to appeal the initial denial of your claim, you must do so in writing within 60 days of the claim denial. Send your written appeal to: 401(k) and Cash Balance Plans Benefit Plan Administrator c/o Total Rewards Diageo North America 801 Main Avenue Norwalk, CT 06851 Life Insurance/AD&D and Business Travel Accident Plans Hartford Life P.O. Box 2999 Hartford, CT 06115

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. You or your authorized representative may review any relevant documents and submit additional information as may be appropriate. You may also submit, in writing, the reasons that you think your claim should not be denied, including the reasons you believe you are entitled to benefits, together with any other supporting documents. . Within 60 days after the date of your appeal is received, the Committee or Insurer will review the appeal. It will review all documents and information submitted and may request additional information and/or documents from Diageo NA personnel, its benefits providers, legal counsel, or other individuals relevant to the appeal. The Committee or Insurer will send its decision, in writing, to the person requesting the review, including the specific reasons for the decision and references to the plan provisions on which it is based. . If special circumstances require more than 60 days to review your appeal, the total review time may be extended to 120 days. See “Request for Review of Health Care Claims” on page 191 under the “Health Care Plans” on page 190 “Request for Review” on page 201 under the “Short-term Disability Plan” on page 201 and “Long-term Disability Plan” on page 202.

Health Care Plans Administrative and claims services for the health care plans are provided by: Medical Plan UnitedHealthcare Insurance Company 450 Columbus Boulevard Hartford, CT 06115 1-860-702-5000 Prescription Drug Program Express-Scripts 225 Summit Avenue Montvale, NJ 07645 1-800-711-0917 Dental Plan Delta Dental Plan of New Jersey P.O. Box 222 Parsippany, NJ 07054 1-877-738-3384 These administrators do not insure your benefits. The above plans are self-insured by the Company. This means that the Company funds benefits for these plans from its general assets. No contracts of insurance exist with respect to benefits under these plans, and no insurance company insures your benefits.

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Request for Review of Health Care Claims If you wish to request a review of a medical, prescription, or dental claim, send your written request for review, including the reasons you believe you are entitled to benefits, together with all supporting documents to the Claims Administrator at: Medical Claims UnitedHealthcare Appeals P.O. Box 740816 Atlanta, GA 30374-0816 Prescription Claims Express-Scripts 225 Summit Avenue Montvale, NJ 07645 1-800-711-0917 Dental Claims Delta Dental of NJ 1639 Rte 10 Parsippany, NJ 07054 The Claims Administrator will notify you as follows: Urgent Care Claim Urgent care means any claim for medical care or treatment where denial of such care could seriously jeopardize your life or health or your ability to regain maximum function; or in the opinion of a physician, with knowledge of your medical condition, would subject you to severe pain that cannot be adequately managed without the care or treatment that is the subject of the claim. Your treating physician can designate a claim for urgent care. A claim will be considered to be an urgent care claim if an individual acting on behalf of the plan, applying the judgment of a prudent layperson who possesses an average knowledge of health and medicine, determines the claim to be an urgent care claim. Also, any claim that a physician with knowledge of the claimant’s medical condition determines is an urgent care claim within the meaning of this section shall be treated as a claim involving urgent care for the purposes of this section. You will be notified of any determination on your claim (whether favorable or unfavorable) as soon as possible, but not later than 72 hours after your claim is received. However, if you do not provide sufficient information to determine whether benefits are payable under the plan, the Claims Administrator will notify you as soon as possible, but no later than 24 hours after receipt of the claim. You will have at least 48 hours to provide the necessary information. The Claims Administrator will notify you of its determination (whether favorable or unfavorable) as soon as possible, but no later than 48 hours after the Claims Administrator receives the additional information required (or, if earlier, the date by which the Claims Administrator required you to submit the additional information). If your claim is being denied, you will receive notice of the denial as described below. The initial notice of denial of your urgent care claim may be provided orally, provided that written notification is provided to you within three days after the oral notification.

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Concurrent Care Decisions This section applies if you have already received approval for an ongoing course of treatment to be provided over a period of time or a specified number of treatments. . Reduction/Termination in Course of Treatment: Any decision to reduce or terminate a previously approved course of treatment (unless the Plan is being terminated altogether) will be considered a denial of a claim for benefits. You will receive sufficient advance written notice of the reduction or termination to allow you to obtain a review of the decision before the course of treatment is reduced or eliminated. The notice will be provided as described below. . Requesting an Extension of a Course of Treatment: If you wish to request an extension of a course of treatment beyond the initial period of time or number of treatments for which you previously received approval, and if the request involves urgent care, you must make such request at least 24 hours prior to the expiration of the previously-approved course of treatment. You will be notified in writing of the decision whether to extend your course of treatment as soon as possible, but no later than 24 hours after receipt of your request. If your request does not involve urgent care, your claim will be treated as a regular pre-service claim. If your request is being denied, you will receive notice as described below. Pre- and Post-Service Claims A Pre-Service Claim is a claim for a benefit under a group health plan that requires prior approval from the plan in order to ensure full benefit coverage. A Post-Service Claim is a claim for a benefit under a group health plan that does not require pre-approval before receiving care. If your claim under the plan is totally or partially denied, you will be notified of the decision, after the Claims Administrator’s receipt of your claim within the time limit shown below for the type of claim submitted: Initial Notification Period by Type of Claim Urgent Care Pre-Service Post-Service 72 hours 15 days 30 days

A decision regarding your request for the Plan to approve an on-going course of treatment will be made far enough in advance of the proposed reduction or termination of treatment to allow you to appeal before the benefit is reduced or terminated. Under special circumstances, the notification period may be extended for the time period shown below for the type of claim submitted: Extension of Initial Notification Period by Type of Claim Urgent Care Pre-Service Post-Service 24 hours 15 days 15 days

If an extension is required, you will be notified of the special circumstances involved and the date by which the Claims Administrator expects to render a final decision. If the extension of time is required because you failed to provide information necessary to decide the claim, the notice of extension will describe the additional required information and you will be notified of the deadline for providing the specified information.

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If your claim is denied, the Claims Administrator will provide you with a written or electronic notification of an adverse benefit determination. The notice will: . Provide the specific reason(s) for the denial . Refer to the specific plan provisions on which the denial is based . Describe any additional information necessary for you to complete your claim and explain why such information is necessary . Describe the plan’s review procedure and the time limits that apply to your right to appeal, including your right to bring a civil action under federal law following an adverse benefit determination on review . If the plan relied on a specific internal rule or guideline to make the adverse determination, provide (1) an explanation of the rule or guideline, or (2) a statement that a specific rule or guideline was relied upon and that a copy of the rule will be provided to you free of charge upon request . If the adverse determination is based on medical necessity, experimental treatment, or similar exclusion or limit, provide either an explanation of the clinical judgment for the determination or a statement that such an explanation will be provided free of charge upon request . In the case of an adverse determination for urgent care, describe the expedited review process applicable to such claims. In the case of an adverse benefit determination involving a claim for urgent care, the information described above may be provided to you orally within the permitted time frame provided that written or electronic notification is furnished to you no later than three days after such oral notification.

Appealing a Benefit Denial If you are not satisfied with the Claims Administrator’s response, you may send your “request for review” to the Plan Administrator at: Benefit Plan Administrator c/o Total Rewards Diageo North America, Inc. 801 Main Avenue Norwalk, CT 06851 or fax your claim to: 1-203-229-7005 You or your authorized representative may request a review of a denied claim by submitting a written request for review to the Plan Administrator within 180 calendar days after you receive a notice of the decision. When requesting a review, you may submit written comments, documents, records, and other information relating to your claim. In addition, you will be provided, upon request and without charge, reasonable access to, and copies of, all documents, records, and other information relevant to your claim. The review will be conducted by a person who was not involved in the initial benefit decision (and who is not a subordinate of such individual), and will not defer to the initial benefit decision. The reviewer will take into account all comments, documents, records, and other information you submit relating to the claim, without regard to whether such information was submitted or considered in the initial benefit decision.

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If your claim was denied due to a medical judgment, the reviewer will consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment. The health care professional consulted will not be the same person consulted in connection with the initial benefit decision (nor be the subordinate of that person). The decision on review also will identify any medical or vocational experts who advised the plan in connection with your benefit decision, even if the advice was not relied upon in making the decision. You must be notified of the Plan Administrator’s benefit determination upon review of a denied claim within the time period specified below based on the type of claim: Notification Period for Benefit Determination Upon Review by Type of Claim Urgent Care Pre-Service Post-Service 72 hours Within a reasonable period Within a reasonable period of time appropriate to the of time, but no later than 60 Medical circumstances, but days no later than 30 days

You will be provided written or electronic notification of the Plan Administrator’s decision. The notification will: . Provide the specific reason for the adverse determination . Refer to the specific plan provisions on which the benefit determination is based . Include a statement that you are entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits . Include a statement describing any voluntary appeal procedures offered by the plan and your right to obtain information about such procedures, and a statement regarding your right to bring an action under Federal law . If the plan relied on a specific internal rule or guideline to make the adverse determination, provide (1) an explanation of the rule or guideline, or (2) a statement that a specific rule or guideline was relied upon and that a copy of the rule will be provided to you free of charge upon request . If the adverse determination is based on a medical necessity, experimental treatment or similar exclusion or limit, provide (1) an explanation of the clinical judgment for the determination, applying the terms of the plan to your medical circumstances, or (2) a statement that such explanation will be provided to you free of charge upon request . You and your plan may have other voluntary alternative dispute resolution options, such as mediation or an external review process. One way to find out what may be available is to contact your local U.S. Department of Labor Office and your State insurance regulatory agency . The Plan Administrator’s decision on review is final.

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No Vested Rights to Benefits While the Company currently provides medical, prescription drug, vision, and dental benefits to employees and retirees, employees and retirees have no vested right to such benefits. The Company may withdraw or modify such benefits at any time in its sole discretion. However, your rights to any benefits for expenses you actually incurred before the change will generally not be affected.

Family and Medical Leave Act (FMLA) FMLA provides certain employees with up to 12 weeks of unpaid, job-protected leave per year for certain family and medical reasons. It requires that group health benefits be maintained during the leave. For additional information, contact your Human Resources Representative or log on to Diageo One.

Health Insurance Portability and Accountability Act of 1996 (HIPAA) If your health care coverage ends, you become eligible for COBRA, or you lose COBRA coverage, you will receive a certificate, at no charge, confirming the period during which you were covered under the Diageo NA health plans. This certificate may enable you to avoid exclusions for pre-existing conditions under your new medical coverage. HIPAA restricts the extent to which group health plans may impose pre-existing condition limitations. HIPAA’s pre-existing condition limitations coordinate with COBRA’s rules regarding termination of health care coverage. If you become covered by another group health plan and that plan contains a pre-existing condition limitation, your COBRA coverage cannot be terminated, unless the other plan’s pre-existing condition limitation does not apply to you because of HIPAA’s restrictions on pre- existing condition limitations.

HIPAA Privacy Rules The Medical Plan and Health Care Spending Account are subject to the health care privacy rules established by HIPAA. The HIPAA Privacy Rules require the benefit administrators to take certain precautions in using and disclosing specified information about your health and that of your dependents and place limitations on the disclosure of such information to the Company and other third parties. You can obtain more information from the HIPAA Privacy Notice that has been provided to you. You may request a copy of the Privacy Notice from your Human Resources Representative.

Qualified Medical Child Support Orders (QMCSO) The Plan Administrator is required to comply with a Qualified Medical Child Support Order (QMCSO) or a National Medical Support Notice (NMSN).

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A medical child support order is a judgment, order, or decree that is made under State domestic relations law and provides for child support or health benefit coverage for an “alternate recipient.” An alternate recipient is a child of a participant under a group health care plan who is recognized under the order as having the right to enrollment under the plan with respect to the participant. A medical child support order that is “qualified” creates or recognizes the right of the “alternate recipient” to receive benefits for which the participant is eligible under a group health plan. The order is recognized as “qualified” by the Plan Administrator of the group health plan when it includes certain information that meet the QMCSO statutory requirements. In addition, a properly completed NMSN issued by a State child support enforcement agency must be treated as a QMCSO. You may request and receive, without charge, a copy of the plan’s procedures for evaluating such orders or notices. You will be notified if the plan receives a medical child support order or notice in your name. If you are in the process of getting a divorce and have questions about QMCSOs or NMSNs, please contact the Plan Administrator.

Coordination of Benefits (COB) If in addition to our plans, you or your dependents are eligible to receive benefits from another medical, vision, or dental group plan, or “no-fault” automobile insurance, we will coordinate benefits with the other plans to prevent overpayment. This also applies if you and your spouse both work for Diageo NA.

Primary and Secondary Plans The plan that pays benefits first is the primary plan; the other plan is the secondary plan. If our plan is primary, we will pay our full plan benefits, and then you may submit your claim to the secondary plan to determine whether additional benefits will be paid to you. If our plan is secondary, the total payment from all plans cannot be more than what our plan would normally pay in benefits if it was the primary plan. In addition, our plan will only pay for expenses covered by our plan. If the other plan covers a service that we do not cover, we will not coordinate benefits on that particular expense. For example, your spouse has coverage under his/her employer’s plan and is also a dependent under our PPO Option 90 Plan. If he/she goes to a network chiropractor, our plan would normally pay 100% of the expenses after a $30 copay. If your spouse’s plan pays 75% for the visit, our plan will pay the additional 25% balance (after the copay). If your spouse’s plan does not cover chiropractic care, our plan will pay the full amount (after the copay). Your spouse needs to first submit the claim to his/her plan, and then to our plan. The following criteria determine which plan is primary: A plan that does not coordinate with other plans is always the primary plan. The plan covering the person as an employee is the primary plan; the plan covering the person as a dependent is the secondary plan.

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When our plan and another plan cover a dependent child, the primary plan is the plan of the parent whose birthday (month and day) falls earlier in the year. The secondary plan is the plan of the parent whose birthday falls later in the year, but if both parents have the same birthday, the plan which has covered the parent for the longest time is the primary plan. If the other plan does not have the birthday rule, the other plan’s rule will determine which plan is primary. For dependent children of divorced or legally separated parents, they will be covered first by the parent who has primary financial responsibility. If, however, the specific terms of a court decree state that one parent is responsible for the health care expenses of the child, then that parent’s plan is the primary plan. If during coordination of benefits, payments are made in error or a claim is overpaid, the plan will have the right to recover the overpayment from any person or organization. The plans’ liability for expenses arising out of an automobile accident is based on the type of automobile insurance law enacted by the covered person’s state. Currently there are three types of state automobile insurance laws: . No-fault automobile insurance laws . Financial responsibility laws . Other automobile liability insurance laws It is the plans’ general intent not to pay expenses resulting from automobile accidents.

Subrogation As a condition to participating in and receiving benefits under these plans, covered persons and their dependents agree: . To reimburse the plans for any such benefits paid, to or on their behalf, when said benefits are recovered, in any form from any person or his insurer, corporation, entity, no-fault coverage, uninsured coverage, underinsured coverage, or other insurance policies or fund. . Without limiting the preceding, to subrogate the plans to any and all claims, causes of action or rights that they have or that may arise against any person, corporation and/or entity who has or may have caused, contributed to or aggravated the injury or condition for which the covered person(s) and/or their dependent claims an entitlement to benefits under the plans, and to any claims, causes of action or rights they may have against any other no-fault coverage, uninsured motorist coverage, underinsured motorist coverage, other insurance policies or funds (“coverage”). In the event a covered person or a dependent settles, recovers or is reimbursed by any third party or coverage, the covered person or dependent agrees to hold any such funds received in trust for the benefit of the plans, and to reimburse the plans for all benefits paid or that will be paid as a result of an injury or condition. . The covered person and dependent(s) agree that they will make a decision on pursuing any and all third parties and coverage within 30 days of the date of the accident or occurrence which led to the injury or condition for which plan benefits are being sought, and within the 30 days will so notify the plans in writing. In the event the covered person decides not to pursue any and all third parties or coverage, or fails to notify the plans within 30 days of the accident or occurrence of its intent to do so, the covered person and any dependents authorize the plans to pursue, compromise or settle any such claims in their name, to execute any and all documents necessary to pursue said claims, and agree to fully cooperate with the plans in the prosecution of any such claims.

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The plans will not pay or be responsible, without their written consent, for any fees or costs associated with a covered person or a dependent pursuing a claim against any third party or coverage.

Coordination of Benefits with Medicare If you are an active employee age 65 or older, or if your spouse is age 65 or older, you and/or your spouse are covered by the health care plans on the same basis as an employee or spouse under age 65. Our plans are your primary coverage, and Medicare is your secondary coverage. To ensure that you receive all possible benefits, you need to apply for Medicare at least three months before your 65th birthday. If you do not sign up for Medicare when you are first eligible, you may have to pay a higher Medicare premium, and enrollment periods may be limited. Our plans will pay benefits as if you are covered by Medicare, regardless of whether you are enrolled in Medicare. As of January 1, 2006, the federal government offers all Medicare-eligible persons prescription drug coverage under Medicare Part D. As an active employee over age 65, you (your spouse) are covered by the Diageo Prescription Drug Program, and you should not enroll for Medicare Part D. You should know that if you drop or lose your coverage under the Diageo Prescription Drug Program and don’t promptly enroll in Medicare prescription drug coverage after your current coverage ends, you may pay more to enroll in Medicare prescription drug coverage later. If you go 63 days or longer without prescription drug coverage that’s at least as good as Medicare’s prescription drug coverage, your monthly premium will go up at least 1% per month for every month after May 15, 2006 that you did not have that coverage. For example, if you go nineteen months without coverage, your Medicare prescription drug plan premium will always be at least 19% higher than what most other people pay. You’ll have to pay this higher premium as long as you have Medicare prescription drug coverage. In addition, you may have to wait until the following November to enroll.

Continuing Coverage through COBRA Federal law requires that under certain circumstances your spouse and dependents may elect to have medical, dental, or vision coverage continued in a number of situations that would otherwise result in termination of coverage. While not required by law, this continued coverage also will be offered to domestic/civil partners and same- sex spouses. However, the full cost of such continued coverage plus an additional 2% to cover administrative costs must be paid by the person continuing coverage.

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Events Permitting Continued Coverage Certain events will result in eligibility for continued coverage under the medical, dental, and/or vision plans by you, your spouse/ domestic partner, and/or children. These events are known as “Qualifying Events.” If your employment with Diageo NA ends (for reasons other than gross misconduct) or if your hours are reduced to the point where you would not ordinarily be covered by the plans, you may continue the coverage you had in effect as of your date of termination for up to 18 months following the month in which your termination occurs. The cost is the current group rate plus 2% for administration (for a total of 102%). If you are totally and permanently disabled when you leave the Company (or within 60 days of coverage continuation), and qualify for Social Security benefits, you may continue your coverage an additional 11 months for a total of 29 months. You must pay 150% of the full cost of coverage for the additional 11 months of coverage. You must notify the Company of your disability before the first 18 months of continued coverage has expired. If one of the following events occurs, your spouse/partner, and children’s coverage may be continued for up to 36 months: . Your death prior to termination of employment or retirement Your spouse (and any children) may continue coverage for up to 36 months; if there is no spouse, or your spouse is not eligible for coverage, your children may continue coverage for up to 36 months. (Domestic partners and their children are not eligible for COBRA if you die) . Your divorce, legal separation, or dissolution of a partnership prior to termination of employment or retirement Your spouse/ partner (and any children) may continue coverage for 36 months; if your spouse/partner is not eligible for coverage, your children may continue for up to 36 months. . You choose to elect Medicare as your primary coverage upon becoming eligible . Your spouse/partner (and any children) may continue coverage for up to 36 months; if your spouse/partner is not eligible for coverage, your children may continue coverage for up to 36 months. . Your child ceases to be a dependent as defined by the plan . Your child may continue coverage for up to 36 months.

Events that End COBRA Coverage COBRA coverage will end automatically as of the date that any one of the following situations occurs: . The Company stops providing medical benefits to its employees. . The required premiums are not paid on a timely basis. . Where continued coverage is provided due to your termination of employment with the Company, as of the date when continued coverage has been provided for 18 months. (In the case of disability, as of the date when continued coverage has been provided for 29 months.)

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. Where continued coverage is provided to your spouse/partner and/or children due to reasons other than your termination, as of the date when continued coverage has been provided for 36 months. . With respect to you, your spouse/partner, or children, the date that you, your spouse/domestic partner, or children, respectively, become covered under another medical, dental, or vision plan as a result of employment, reemployment, remarriage, or other reason. You may, however, continue COBRA coverage if any new coverage contains a limitation on a pre-existing condition that you or a dependent may have until that condition is covered by the new plan or until the applicable 18- or 36-month continuation period ends. Coverage during the time of this pre-existing limitation covers only expenses related to the pre-existing condition as covered by the Company’s plan. The cost is the current group rate plus 2% for administration. . You, your spouse/partner, or children become eligible for Medicare.

Notice Requirement If your spouse or child qualifies for continuation of coverage due to a Qualifying Event such as divorce, legal separation, or ceasing to meet the definition of a dependent under the plans, you must notify your Human Resources Representative or log on to Diageo One to initiate the process. This notice should be given prior to the Qualifying Event, or as soon as possible thereafter (but not more than 60 days after the Qualifying Event). When the Plan Administrator receives notice of a Qualifying Event, it must notify Qualified Persons of their right to continue coverage, their obligations and costs.

Election Requirement Each Qualified Person must make written election on the forms provided within 60 days after the later of: . The date coverage would otherwise end if no continuation was elected; or . The date the Company’s written notice was sent. The election form must be sent to UnitedHealthcare within the stated 60-day period; otherwise, the continuation option expires. Any qualified person who fails to make his or her election to continue coverage within the 60-day period will not be permitted to continue any level of coverage. You can visit their website at www.uhcservices.com. Send all forms to: UnitedHealthcare PO Box 713082 Cincinnati, OH 45271

Initial Premium The first premium payment must be made within 45 days after you have elected COBRA coverage.

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Military Leaves of Absence If you are on an approved military leave of absence, you and your covered dependents may continue coverage up to 12 months at the employee rate. Under the Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA), you and your covered dependents will be entitled to elect COBRA coverage if you are unable to work after 12 months because of duty in the “Uniformed Services.” Uniformed Services are the Armed Forces; the Army National Guard, and the Air Force National Guard when engaged in active duty training, inactive duty training, or full-time National Guard duty; the commissioned corps of the Public Health Service; and other categories of personnel designated by the President of the United States in time of war or emergency. This extended coverage will last not more than 18 months and cannot be extended for any reason. In addition, upon return from Uniformed Services, you or your covered dependents will generally be eligible to automatically resume plan coverage. All rights guaranteed by USERRA are dependent on the Uniformed Service ending honorably. In general, the rights guaranteed by USERRA do not apply if the total length of your military leave exceeds five years.

Short-term Disability Plan Short-term Disability benefits are self-funded by the Company and are administered by: Hartford Life P.O. Box 2999 Hartford, CT 06104

Request for Review To request a review of a denial of a Short term Disability claim, follow these steps: Step One: Appeal to Claims Administrator Hartford Life Attn: Disability Claim Appeal Unit Business Management Services—B2E P.O. Box 2999 Hartford, CT 06104 If your claim is wholly or partially denied, you will be notified of the decision within 45 days after the Claim Administrator’s receipt of your claim. Under special circumstances, the notice period may be extended for 30 days. If an extension is required, you will be notified of the special circumstances involved and the date by which the Claims Administrator expects to render a final decision. If the Claims Administrator determines that a decision cannot be made within the original 30-day extension, the notice period may be extended for another 30 days. If a second 30-day extension is required, you will be notified of the special circumstances involved and the date by which the Claims Administrator expects to make a decision. If the extension of time is required because you failed to provide information necessary to decide the claim, the notice of extension will describe the additional required information and you will be allowed at least 45 days from receipt of the notice of extension to provide the specified information.

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If your claim is denied, the Claims Administrator will provide you with a written or electronic notification of any adverse benefit determination. The notice will: . Provide the specific reason(s) for the denial . Refer to the specific plan provisions on which the denial is based . Describe any additional information necessary for you to complete your claim and explain why such information is necessary . Describe the plan’s review procedure and time limits that apply to your right to appeal, including your right to bring a civil action under Federal law following an adverse benefit determination on review . If the plan relied on a specific internal rule or guideline to make the adverse determination, provide (1) an explanation of the rule or guideline, or (2) a statement that a specific rule or guideline was relied upon and that a copy of the rule will be provided to you free of charge upon request. . Within 180 days after you receive a notice of the decision on your claim, you or your authorized representative may request a review of a denied claim by submitting a written request for review to the Employee Benefits Administration Committee (EBAC). Step Two: Appeal to the Employee Benefit Administration Committee (EBAC) . Your appeal must be sent in writing to: The Employee Benefits Administration Committee Diageo N.A., Inc. 801 Main Avenue Norwalk, CT 06851 . You or your authorized representative may review any relevant documents, and submit additional information as may be appropriate. You may also submit, in writing, the reasons that you think your claim should not be denied including the reasons you believe you are entitled to benefits, together with any other supporting documents. . Within 60 days after the date of your appeal is received, the EBAC will review the appeal. It will review all documents and information submitted and may request additional information and/or documents from Diageo NA personnel, its benefits providers, legal counsel, or other individuals relevant to the appeal. The Committee will send its decision, in writing, to the person requesting the review, including the specific reasons for the decision and references to the plan provisions on which it is based. . If special circumstances require more than 60 days to review your appeal, the total review time may be extended to 120 days. If you do not receive a final decision within 120 days of your appeal, you may consider your appeal denied.

Long-term Disability Plan The Long-term Disability Plan is insured by: Hartford Life P.O. Box 2999 Hartford, CT 06104 Policy #GLT-674795

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Request for Review The process for requesting a review of a denial of a Long-term Disability claim is the same as for Short-term Disability.

Life Insurance/AD&D/Business Travel Accident Plans The Life Insurance/AD&D/Business Travel Accident Plans are insured by: Hartford Life P.O. Box 2999 Hartford, CT 06104 The group policies are on file and may be examined by contacting your Human Resources Representative. The insurance company will determine all benefit payments according to the provisions described in this SPD and the terms and conditions of the group policy. Premiums are determined by the insurance company. The insurance is effective only if the person concerned is eligible, becomes insured and remains insured in accordance with the terms and conditions of the policy.

Policy Numbers Basic, Supplemental, Dependent Life, and AD&D Insurance: 674795 Business Travel Accident Insurance: ETB 7093

Request for Review The process for requesting a review of a Life Insurance/AD&D/Business Travel Accident claim denial is the same as outlined in Steps One and Two in “Request for Review” on page 188.

401(k) Plan

Top Heavy Provisions As required by law, alternate plan provisions go into effect if the plan becomes “top heavy.” The plan is top heavy if more than 60% of the account balances relate to key employees. Key employees include Company officers and highly-paid employees. You will be notified if the plan becomes top heavy.

If the Plan Ends In addition to the provisions for modification, amendment, and termination of the plan as described in “Modification, Amendment, or Termination of the Plans” on page 188, if the plan is terminated, you will automatically become 100% vested in the value of your 401(k) Plan account if the plan contains an Employer match or Profit-Sharing contribution.

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Additional Information The EBAC has the authority to establish investment fund policies and objectives. Most expenses of administration, including the expenses and compensation of the 401(k) Plan’s Trustee and any counsel employed by the Trustee, are paid by the Company. Brokerage commissions, transfer taxes, and other charges and expenses in connection with the purchase or sale of securities are charged against the trust fund and added to the cost of such securities or deducted from the proceeds thereof, as the case may be. However, there are certain expenses that may be paid just from your account. These are expenses that are specifically incurred by, or attributable to you. For example, if you are married and get divorced, the plan may incur additional expenses if a court mandates that a portion of your account be paid to your ex-spouse. These additional expenses may be paid directly from your account (and not the accounts of other participants) because they are directly attributable to your benefit under the plan. After you terminate employment with the Company, the plan may charge your account for your pro rata share of the plan’s administration expenses, regardless of whether the Company pays some of these expenses on behalf of current employees. The Company, from time to time, may change the manner in which expenses are allocated and which plan expenses will be paid directly from an individual participant’s account rather than from the accounts of all participants. The 401(k) Plan is a participant-directed individual account plan under ERISA section 404(c), and the 401(k) Plan fiduciaries, including the EBAC, may be relieved of liability for any losses which are the direct and necessary result of investment instructions given by participants. Although the Trustee is independent, it is simply a “directed trustee.” This means that it acts solely on instructions from plan participants and beneficiaries authorized to direct it and does not make discretionary fiduciary decisions about the plan or the investment options and does not monitor the performance of the investment options.

Cash Balance Plan

Top-Heavy Provisions As required by law, if you are covered by the Cash Balance Plan, alternate plan provisions go into effect if the plan becomes “top heavy.” The plan is top heavy if more than 60% of the account balances relate to key employees. Key employees include Company officers and highly-paid employees. You will be notified if the plan becomes top heavy.

Management of Pension Funds All pension contributions made by the Company are deposited in a trust that is maintained by the plan. The assets of this trust fund are used to pay plan benefits to participants and beneficiaries. The trustee is: The Northern Trust Company of Chicago 50 South LaSalle Street Chicago, Illinois 60675

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The plan provides that the fund be valued and audited once each year by a certified public accountant. A statement of the audit results is available for inspection at the Company headquarters.

Future of the Pension Plan The Company expects the plan to continue in existence for your benefit in future years. If, however, for any reason the plan should be discontinued, assets of the trust fund necessary to pay benefits under the plan will belong to the active and retired employees as provided in the plan. None of the assets in the trust fund can go back to the Company until all of the plan’s benefit obligations are met in full.

If the Plan Ends If the plan is terminated, plan assets will be allocated in priority categories according to the law, as described below. The benefits allocated to you will be 100% vested as of the plan termination date, to the extent plan assets are sufficient. If the Company is dissolved, the plan will terminate as of the date of dissolution. If there is a partial termination of the plan affecting you, you will become 100% vested in the plan.

Distribution of Benefits When terminating the plan, the Company will notify the Internal Revenue Service (IRS) and the Pension Benefit Guaranty Corporation (PBGC). Once the necessary approvals have been received, plan benefits will be paid in the order prescribed by law. If for any reason the funds are insufficient to pay full benefits to all participants, funds will be allocated in this order: 1. Benefits to retirees, surviving spouses, and other beneficiaries of retirees, and spouses of participants who died before retirement but with a pre retirement survivor option in effect.

To qualify for benefits in this category, retirees, spouses, or beneficiaries must already have been receiving, or have been eligible to receive benefits, for at least three years before plan termination. (This includes active employees who were eligible to retire at least three years before plan termination.) The benefit paid will be the smallest benefit you received during the five-year period ending on the plan termination date. 2. Benefits to retirees, surviving spouses, and other beneficiaries who began receiving benefits within three years of plan termination, and active employees who could have retired and begun receiving benefits within that time. This category also includes vested active employees who left with eligibility for deferred vested benefits. 3. All other accrued benefits. If full benefits cannot be paid under any of the above categories, payments will be made on a pro-rata basis as prescribed by law.

Mergers, Consolidations, or Transfers If the plan is merged, consolidated, or plan assets are transferred to another plan, your current accrued benefit will be protected. Your accrued benefit under the new plan, immediately after the changes, would at least equal the amount you would have been entitled to if the Plan had been terminated just before the change.

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Pension Benefit Guaranty Corporation Your pension benefits under this plan are insured by the Pension Benefit Guaranty Corporation (PBGC), a federal insurance agency. If the plan terminates (ends) without enough money to pay all benefits, the PBGC will step in to pay pension benefits. Most people receive all of the pension benefits they would have received under their plan, but some people may lose certain benefits. The PBGC guarantee generally covers (1) normal and early retirement benefits; (2) disability benefits if you become disabled before the plan terminates; and (3) certain benefits for your survivors. The PBGC guarantee generally does not cover: (1) benefits greater than the maximum guaranteed amount set by law for the year in which the plan terminates; (2) some or all of benefit increases and new benefits based on plan provisions that have been in place for fewer than five years at the time the plan terminates; (3) benefits that are not vested because you have not worked long enough for the Company; (4) benefits for which you have not met all of the requirements at the time the plan terminates; (5) certain early retirement payments (such as supplemental benefits that stop you when you become eligible for Social Security) that result in an early retirement monthly benefit greater than your monthly benefit at the plan’s normal retirement age; and (6) non-pension benefits, such as health insurance, life insurance, certain death benefits, vacation pay, and severance pay. Even if certain of your benefits are not guaranteed, you still may receive some of those benefits from the PBGC depending on how much money the plan has and how much the PBGC collects from employers. For more information about the PBGC and the benefits it guarantees, ask your Plan Administrator or contact the PBGC’s at 1-202-326-4000 (not a toll-free number). TTY/TDD users may call the federal relay service toll-free at 1-800-877-8339 and ask to be connected to 1-202-326-4000. You may also contact PBGC at: Technical Assistance Division 1200 K Street N.W., Suite 930 Washington, D.C. 20005-4026 Additional information about the PBGC’s pension insurance program is available through the PBGC’s website on the internet at www.pbgc.gov.

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Contact Information The following is a list of important phone numbers and websites for the benefits program offered by Diageo NA.

For More Information About: Contact: Diageo One Log on to Diageo One, the Company’s HR intranet site, to access benefit plan information and various benefit forms. Diageo Benefits Center 800-523-2309 or www.mydiageobenefits.com UnitedHealthcare Medical Plans UnitedHealthcare:1-888-697-9063 or www.myuhc.com . CDHP (HSA Plan) . Option 90 . Option 100 . HMO Express Scripts Prescription Drug Plan Express Scripts: 1-800-922-1557 or . Select www.express-scripts.com . Enhanced Kaiser Medical Plans Kaiser Permanente North and South: 1-800-464-4000 or . California www.kaiserpermanente.org Aetna International Plan Aetna Global Benefits: 1-800-231-7729 or use AT&T . International Assignees International Toll-Free Service calling instructions or www.aetna.com/agb Dental Plans Delta Dental Plan of New Jersey: 1-877-738-3384 or www.deltadentalnj.com Vision Plan Vision Service Plan (VSP): 1-800-877-7195 or www.vsp.com Flexible Spending Accounts UnitedHealthcare: 1-877-311-7849 or www.myuhc.com Commuter Expense Reimbursement Account UnitedHealthcare: 1-877-311-7849 or www.myuhc.com (CERA) Vacation Buy Plan Refer to Diageo One Employee Assistance Program (EAP) 1-888-231-4886 or www.liveandworkwell.com: (enter access code: 00564) Legal Assistance Plan Hyatt Legal Plans: 1-800-821-6400 or http://info.legalplans.com You will need to provide the Company name and our password: 7130001 (Single) or 7140001 (Family).

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For More Information About: Contact: College Coach (866) 920-4426 or https://passport.getintocollege.com Email:[email protected] Bright Horizons (877) BHCARES or www.backup.brighthorizons.com (username : Diageo ; password : backup) My Diageo Assistant (800) 897-7859 or https://members.circles.com/Diageo Email: [email protected] Quorum Credit Union (800) 874-5544 pr www.quorumfcu.org MetLife® Auto & Home Insurance, 1-800-GET-MET 8 (1-800-438-6388) or Veterinary Pet Insurance (VPI) www.metlife.com/mybenefits (You will need to provide the Company name: Diageo North America) Life/Accidental Death & Dismemberment (AD&D) Refer to Diageo One Short-term and Long-term Disability Hartford Life: 1-800-863-5166 Worker’s Compensation Liberty Mutual: 1-800-362-0000 Fidelity Fidelity Retirement Benefits Line: 1-800-421-3844 or . Savings Plan (401k) www.401k.com . HSA Accounts Cash Balance Pension Plan Diageo North American Pension Center: 1-800-523-2309 or https://pension.hewitt.com/diageo Refer to Diageo One