As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/31/10  Diageo Capital PLC                F-4                   12:1.7M                                   Merrill Corp/New/FA
          Diageo PLC

Document/Exhibit                   Description                      Pages   Size 

 1: F-4         Registration Statement by a Foreign Private Issuer  HTML    546K 
                          for Securities Issued in a                             
                          Business-Combination Transaction                       
 2: EX-3.2      Articles of Incorporation/Organization or By-Laws   HTML    202K 
 3: EX-5.1      Opinion re: Legality                                HTML     32K 
 4: EX-5.2      Opinion re: Legality                                HTML     14K 
 5: EX-5.3      Opinion re: Legality                                HTML     16K 
 6: EX-8.2      Opinion re: Tax Matters                             HTML     10K 
 7: EX-21.1     Subsidiaries                                        HTML    245K 
 8: EX-23.1     Consent of Experts or Counsel                       HTML      8K 
 9: EX-24.1     Power of Attorney                                   HTML     30K 
10: EX-24.2     Power of Attorney                                   HTML     28K 
11: EX-24.3     Power of Attorney                                   HTML     12K 
12: EX-25.1     Statement re: Eligibility of Trustee -- Form T-1|2  HTML     76K 

Exhibit 24.2

 

POWER OF ATTORNEY

 

Reference is hereby made to the proposed registration by Diageo Capital plc (“Diageo Capital”) and Diageo plc (“Diageo”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of US$1,000,000,000 principal amount of notes, together with the guarantees thereof (collectively, the “Securities”).  Such Securities will be registered on one or more registration statements on Form F-4 (each such registration statement, a “Registration Statement”) filed with the US Securities and Exchange Commission (the “SEC”).

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints any Director of Diageo, any member of the Finance Committee of Diageo, Deirdre Mahlan, Anna Manz and Paul Tunnacliffe, and each of them, with full power to act alone, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign one or more Registration Statements, any and all amendments thereto (including post-effective amendments) and any subsequent registration statement in respect of the Securities that is to be effective upon filing by Diageo Capital pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith in order to effect the registration of the Securities under the Securities Act and qualification of the Securities, the related indenture and any other instrument under the U.S. Trust Indenture Act of 1939, as amended, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together, shall constitute one instrument.

 

[Remainder of this page left intentionally blank.]

 

 

By:	/s/ MÓNIKA PAIS		Date: 29 March 2010
Mónika Pais
Director
Diageo Capital plc
By:	/s/ CHARLES COASE		Date: 26 March 2010
Charles Coase
Director
Diageo Capital plc
By:	/s/ ANDREW SMITH		Date: 26 March 2010
Andrew Smith
Director
Diageo Capital plc
By:	/s/ ANNA MANZ		Date: 29 March 2010
Anna Manz
Director
Diageo Capital plc
By:	/s/ DEIRDRE MAHLAN		Date: 29 March 2010
Deirdre Mahlan
Director
Diageo Capital plc
By:	/s/ SALLY MOORE		Date: 29 March 2010
Sally Moore
Director
Diageo Capital plc
By:			Date:
Paul Tunnacliffe
Director
Diageo Capital plc