Exhibit 4.6.4

---



ANY
      UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED
      STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER
      THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN
      SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

REUTERS
      FINANCE PLC (Incorporated
    with limited liability in England and Wales
  with registered number 4941058)(the "Issuer")

unconditionally
    and irrevocably guaranteed by REUTERS
    GROUP PLC (Incorporated
    with limited liability in England and Wales
  with registered number 3296375) (the "Guarantor")

PERMANENT
      GLOBAL NOTE

This Note is
    a Permanent Global Note in respect of a duly authorised issue of Notes of
    the Issuer (the“Notes”)
    of the Nominal Amount, Specified Currency(ies) and Specified Denomination(s)
    as are specified in the Pricing Supplement applicable to the Notes (the “Pricing
    Supplement”),
    a copy of which is annexed hereto. References herein to the Conditions shall
    be to the Terms and Conditions of the Notes as set out in Schedule 1 to the
    Trust Deed (as defined below) as supplemented, replaced and modified by the
    Pricing Supplement but, in the event of any conflict between the provisions
    of the said Conditions and the information in the Pricing Supplement, the
    Pricing Supplement will prevail. Words and expressions defined in the Conditions
    shall bear the same meanings when used in this Global Note. This Global Note
    is issued subject to, and with the benefit of, the Conditions and a Trust
    Deed (as modified and/or supplemented and/or restated from time to time,
    the “TrustDeed”)
    dated 7th November, 2003 and made between the Issuer, the Guarantor and Citicorp
    Trustee Company Limited as trustee for the holders of the Notes.

The Issuer,
    subject to and in accordance with the Conditions and the Trust Deed, promises
    to pay to the bearer hereof on each Instalment Date (if the Notes are repayable
    in instalments) and on the Maturity Date and/or on such earlier date(s) as
    all or any of the Notes represented by this Global Note may become due and
    repayable in accordance with the Conditions and the Trust Deed, the amount
    payable under the Conditions in respect of such Notes on each such date and
    to pay interest (if any) on the nominal amount of the Notes from time to
    time represented by this Global Note calculated and payable as provided in
    the Conditions and the Trust Deed together with any other sums payable under
    the Conditions and the Trust Deed, upon presentation and, at maturity, surrender
    of this Global Note at the specified office of the Agent at 5 Carmelite Street,
    London EC4Y 0PA or such other specified office as may be specified for this
    purpose in accordance with the Conditions or at the specified office of any
    of the other Paying Agents located outside the United States, its territories
    and possessions (except as provided in the Conditions) from time to time
    appointed by the Issuer and the Guarantor in respect of the Notes. On any
    redemption or payment of an instalment or interest being made in respect
    of, or purchase and cancellation of, any of the Notes represented by this
    Global Note details of such redemption, payment or purchase and cancellation
    (as the case may be) shall be entered by or on behalf of the Issuer in Schedule
    One hereto and the relevant space in Schedule One hereto recording any such
    redemption, payment or purchase and cancellation (as the case may be) shall
    be signed by or on behalf of the Issuer. Upon any such redemption, payment
    of an instalment or purchase and cancellation the nominal amount of this
    Global Note and the Notes represented by this Global Note shall be reduced
    by the nominal amount of such Notes so redeemed or purchased and cancelled
    or the

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amount of such
    instalment. The nominal amount from time to time of this Global Note and
    of the Notes represented by this Global Note following any such redemption,
    payment of an instalment or purchase and cancellation as aforesaid or any
    exchange as referred to below shall be the nominal amount most recently entered
    in the relevant column in Part II, III or IV of Schedule One hereto or in
    Schedule Two hereto.

[On any exchange
    of the Temporary Global Note issued in respect of the Notes for this Global
    Note or any part hereof, details of such exchange shall be entered by or
    on behalf of the Issuer in Schedule Two hereto and the relevant space in
    Schedule Two hereto recording such exchange shall be signed by or on behalf
    of the Issuer, whereupon the nominal amount of this Global Note and the Notes
    represented by this Global Note shall be increased by the nominal amount
    of the Temporary Global Note so exchanged.]2

[Upon any further
    Tranche of Notes of this Series being issued, details of such increase in
    the size of the Series shall be entered by or on behalf of the Issuer in
    Schedule Two hereto and the relevant space in Schedule Two hereto recording
    such increase shall be signed by or on behalf of the Issuer, whereupon the
    nominal amount of this Global Note and the Notes represented by this Global
    Note shall be increased by the nominal amount of such further Tranche.]2

This Global
    Note may be exchanged (free of charge), in whole but not in part, for Definitive
    Notes and (if applicable) Receipts, Coupons and/or Talons in or substantially
    in the forms set out in Parts III, IV, V and VI of Schedule 2 to the Trust
    Deed (on the basis that all the appropriate details have been included on
    the face of such Definitive Notes and (if applicable) Receipts, Coupons and/or
    Talons and the relevant information supplementing, replacing or modifying
    the Conditions appearing in the Pricing Supplement has been endorsed on or
    attached to such Definitive Notes), unless otherwise specified in the applicable
    Pricing Supplement:

|(i)  | upon not
        less than 60 days’ written notice from Euroclear Bank S.A./N.V. as operator
        of the Euroclear System (“Euroclear”)
        and/or Clearstream Banking, société anonyme (“Clearstream,
        Luxembourg”)(acting
        on the instructions of any holder of an interest in this Global Note);
        or
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                    
|(ii) | only upon
        the occurrence of an Exchange Event.                                                                                                                                                                                                                                                                             

An “Exchange
      Event” means
      (i) an Event of Default has occurred and is continuing, (ii) the Issuer
      has been notified that both Euroclear and Clearstream, Luxembourg have
      been closed for business for a continuous period of 14 days (other than
      by reason of holiday, statutory or otherwise) or have announced an intention
      permanently to cease business or have in fact done so and no alternative
      clearing system approved by the Trustee is available or (iii) the Issuer
      has or will become obliged to pay additional amounts as provided for or
      referred to in Condition 7 which would not be required were the Notes represented
      by the Permanent Global Note in definitive form.

If the Global
    Note is exchangeable following the occurrence of such Exchange Event:

| | 
| | 

|  |                                                                   
|- | ------------------------------------------------------------------
|1 | Delete
        where the issue is made in accordance with TEFRA C.
|  |                                                                   
|2 | Delete
        where the issue is made in accordance with TEFRA D.

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|(i)  | the Issuer
        will promptly give notice to Noteholders in accordance with Condition
        14; and                                                                                                                                                                                                                                                                                                                                                              
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(ii) | Euroclear
        and/or Clearstream, Luxembourg (acting on the instructions of any holder
        of an interest in this Global Note) may give notice to the Agent requesting
        exchange and, in the event of the occurrence of an Exchange Event as
        described in (iii) above, the Issuer may also give notice to the Agent
        requesting exchange. Any such exchange shall occur on the date specified
        in the notice requesting exchange.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

The aggregate
    nominal amount of Definitive Notes issued upon an exchange of this Global
    Note will be equal to the aggregate nominal amount of this Global Note.

Until the exchange
    of the whole of this Global Note as aforesaid, the bearer hereof shall in
    all respects be entitled to the same benefits as if he were the bearer of
    Definitive Notes and the relative Receipts, Coupons and/or Talons (if any)
    in the form(s) set out in Parts III, IV, V and VI (as applicable) of Schedule
    2 to the Trust Deed.

Each person
    (other than Euroclear or Clearstream, Luxembourg) who is for the time being
    shown in the records of Euroclear or Clearstream, Luxembourg as the holder
    of a particular nominal amount of the Notes represented by this Global Note
    (in which regard any certificate or other document issued by Euroclear or
    Clearstream, Luxembourg as to the nominal amount of such Notes standing to
    the account of any person shall be conclusive and binding for all purposes
    save in the case of manifest error) shall be treated by the Issuer, the Guarantor,
    the Trustee, the Agent and any other Paying Agent as the holder of such nominal
    amount of such Notes for all purposes other than with respect to the payment
    of principal and interest on such Notes, the right to which shall be vested,
    as against the Issuer, and the Guarantor, solely in the bearer of this Global
    Note in accordance with and subject to the terms of this Global Note and
    the Trust Deed.

No rights are
    conferred on any person under the Contracts (Rights of Third Parties) Act
    1999 to enforce any term of this Global Note, but this does not affect any
    right or remedy of any person which exists or is available apart from that
    Act.

This Global
    Note is governed by, and shall be construed in accordance with, English law.

This Global
    Note shall not be valid unless authenticated by Citibank, N.A., London office,
    as Agent.

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IN WITNESS
    whereof the Issuer has caused this Global Note to be signed on its behalf.

Issued as of
    the Issue Date.

REUTERS
      FINANCE PLC

|    |                                | 
|--- | ------------------------------ | 
|By: |                               
|    | Authorised
          Signatory | 

Authenticated
    without recourse, warranty or liability
  by Citibank, N.A., London office, as Agent.

|    |                                | 
|--- | ------------------------------ | 
|By: |                               
|    | authorised
          signatory | 

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Guarantee
      and Indemnity of Reuters Group PLC

|(A) | Guarantee:Reuters
        Group PLC (the Guarantor)
        unconditionally and irrevocably guarantees to Citicorp Trustee Company
        Limited (the Trustee)
        (i) the due and punctual payment by Reuters Finance PLC (the Issuer)
        of any sum payable by it under the trust deed dated 7th November 2003
        (the Trust
        Deed)
        made between the Issuer, the Guarantor and the Trustee, this Note, any
        Receipts or Coupons by the time and on the date specified for such payment
        (whether on the normal due date, on acceleration or otherwise); and (ii)
        the due and punctual performance and observance by the Issuer of each
        of the other provisions of the Trust Deed, this Note, any Receipts and
        Coupons on the Issuers part to be performed or observed. The Guarantor
        shall pay any sum falling due under this Guarantee and Indemnity to or
        to the order of the Trustee, in the manner provided in Clause 2(B) and
        (D) of the Trust Deed (or if in respect of sums due under Clause 15 of
        the Trust Deed, in the currency which was originally contracted in immediately
        available funds) before close of business on that date in the city to
        which payment is so to be made. Clauses 2(B)(i), (ii) and (iii) of the
        Trust Deed shall apply (with consequential amendments as necessary) to
        such payments other than those in respect of sums due under Clause 15
        of the Trust Deed. All payments under this Guarantee by the Guarantor
        shall be made subject to Condition 5 of the Notes and sub-Clause 14(xiv)
        of the Trust Deed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(B) | Guarantor
          as Principal Debtor:As
          between the Guarantor and the Trustee, the Noteholders and the Couponholders
          but without affecting the Issuers obligations, the Guarantor
          shall be liable under this Guarantee and Indemnity as if it were the
          sole principal debtor and not merely a surety (but without affecting
          the Issuers obligations) to the intent that the holder of this
          Note or the holder of any Receipt or Coupon or the Trustee (as the
          case may be) shall receive the same amounts in respect of principal,
          [premium,] interest or such other amount as would have been receivable
          had such payments been made by the Issuer. Accordingly, it shall not
          be discharged, nor shall its liability be affected, by anything that
          would not discharge it or affect its liability if it were the sole
          principal debtor (including (1) any time, indulgence, waiver or consent
          at any time given to the Issuer or any other person, (2) any amendment
          to any other provisions of the Trust Deed or to the Conditions of this
          Note or to any security or other guarantee or indemnity, (3) the making
          or absence of any demand on the Issuer or any other person for payment,
          (4) any enforcement or absence of enforcement of the Trust Deed, this
          Note, any Receipts or Coupons or of any security or other guarantee
          or indemnity, (5) the taking, existence or release of any security,
          guarantee or indemnity, (6) the dissolution, amalgamation, reconstruction
          or reorganisation of the Issuer or any other person, (7) the illegality,
          invalidity or unenforceability of, or of any defence or counterclaim
          whatsoever available to the Issuer in relation to, or any defect in
          any provision of, the Trust Deed, this Note, any Receipts or Coupons
          or any of the Issuers obligations under any of them, (8) any
          circumstances which have resulted in the Issuer being prevented from
          making payment by foreign exchange provisions applicable at its place
          of registration or incorporation or (9) whether or not any other circumstances
          have occurred which might otherwise constitute a legal or equitable
          discharge of or a defence to a guarantor).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(C) | Guarantors
          Obligations Continuing:The
          Guarantors obligations under this Guarantee and Indemnity are
          and shall remain in full force and effect by way of continuing security
          until no sum remains payable under the Trust Deed, this Note, any Receipts
          or Coupons. Furthermore, those obligations of the Guarantor are additional
          to, and not instead of, any security or other guarantee or indemnity
          at any time existing in favour of any person, whether from the Guarantor
          or otherwise and may be enforced without first having recourse to the
          Issuer, any                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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|     | other
        person, any security or any other guarantee or indemnity. The Guarantor
        irrevocably waives all notices and demands of any kind. Furthermore,
        the Trustee may refrain from applying or enforcing any other moneys,
        security or rights held or received by it in respect of those amounts,
        or apply and enforce the same in such manner and order as it sees fit
        (whether against those amounts or otherwise), and the Guarantor shall
        not be entitled to the benefit of the same and may hold in a suspense
        account any moneys received from the Guarantor or on account of the Guarantors
        liability under this Guarantee and Indemnity, without liability to pay
        interest on those moneys.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(D)  | Exercise
          of Guarantors Rights:So
          long as any sum remains payable under the Trust Deed, this Note, any
          Receipts or Coupons:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(i)  | any right
        of the Guarantor, by reason of the performance of any of its obligations
        under this Guarantee and Indemnity, to be indemnified by the Issuer or
        to take the benefit of or to enforce any security or other guarantee
        or indemnity shall be exercised and enforced by the Guarantor only in
        such manner and on such terms as the Trustee may require or approve;
    and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(ii) | any amount
        received or recovered by the Guarantor (a) as a result of any exercise
        of any such right or (b) in the dissolution, amalgamation, reconstruction
        or reorganisation of the Issuer shall be held in trust for the Trustee
        and immediately paid to the Trustee and the Trustee shall hold it on
    the trusts set out in Clause 10 of the Trust Deed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(E)  | Enforcement
          by the Trustee:Without
          prejudice to the provisions of Clause 8 of the Trust Deed the Trustee
          may determine from time to time whether or not it will enforce this
          Guarantee and Indemnity which it may do without making any demand of
          or taking any proceedings against the Issuer and may from time to time
          make any arrangement or compromise with the Guarantor in relation to
          this Guarantee and Indemnity which the Trustee may consider expedient
          in the interests of the Noteholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(F)  | Avoidance
          of Payments:The
          Guarantor shall on demand indemnify the Trustee, each Noteholder and
          each Couponholder against any cost, loss, expense or liability sustained
          or incurred by it as a result of it being required for any reason (including
          any bankruptcy, insolvency, winding-up, dissolution, or similar law
          of any jurisdiction) to refund all or part of any amount received or
          recovered by it in respect of any sum payable by the Issuer under the
          Trust Deed, this Note or any Receipts or Coupons relating to this Note
          and shall in any event pay to it on demand the amount as refunded by
          it.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(G)  | Indemnity:As
        separate, independent and alternative stipulations, the Guarantor unconditionally
        and irrevocably agrees (1) that any sum that, although expressed to be
        payable by the Issuer under the Trust Deed, this Note or any Receipts
        or Coupons, is for any reason (whether or not now existing and whether
        or not now known or becoming known to the Issuer, the Guarantor, the
        Trustee or any Noteholder or Couponholder) not recoverable from the Guarantor
        on the basis of a guarantee shall nevertheless be recoverable from it
        as if it were the sole principal debtor and shall be paid by it to the
        Trustee on demand and (2) as a primary obligation to indemnify the Trustee,
        each Noteholder and each Couponholder against any loss suffered by it
        as a result of any sum expressed to be payable by the Issuer under the
        Trust Deed, this Note or any Receipts or Coupons not being paid on the
        date and otherwise in the manner specified in the Trust Deed or any payment
        obligation of the Issuer under the Trust Deed, this Note, any Receipts
        or Coupons being or becoming void, voidable or unenforceable for any
        reason (whether or not now existing and whether or not now known or

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|    | becoming
        known to the Trustee, any Noteholder or any Couponholder), the amount
        of that loss being the amount expressed to be payable by the Issuer in
        respect of the relevant sum.                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(H) | Guarantors
          Obligations:The
          obligations of the Guarantor under this Note, the Trust Deed, any Receipts
          and Coupons constitute direct, unconditional and (subject to the provisions
          of Condition 3) unsecured obligations of the Guarantor and (subject
          as aforesaid) rank and will rankpari
          passuwith
          all other outstanding unsecured and unsubordinated obligations of the
          Guarantor, present and future, but, in the event of insolvency, only
          to the extent permitted by applicable laws relating to creditors rights.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(I) | Authorisations:The
        Guarantor hereby represents and warrants that all corporate approvals
        and authorisations required by it in connection with the giving of the
        Guarantee and Indemnity embodied herein have been obtained and are in
        full force and effect and upon the execution hereof the same shall constitute
        the legal, valid, binding and enforceable obligations of the Guarantor.                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(J) | Governing
          Law:This
          Guarantee and Indemnity is governed by, and shall be construed in accordance
          with, English law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

Capitalised
      terms not defined above have the same meaning as in the Notes.

Dated as of
    the Issue Date

Reuters
      Group PLC

By:

ANY
      UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS
      UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED
      IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

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Schedule
      One

PART
      I

INTEREST
      PAYMENTS

|Date
        made |  | Interest
        Payment Date |  | Total
        amount of interest payable |  | Amount
        of interest paid |  | Confirmation
        of payment by or on behalf of the Issuer
|----------------- |  | ----------------------------- |  | ---------------------------------------- |  | ------------------------------- |  | -------------------------------------------------------------
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              
|                  |  |                               |  |                                          |  |                                 |  |                                                              

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PART
      II

PAYMENT
      OF INSTALMENT AMOUNTS

|Instalment
        Date |  | Date
        made |  | Total
        amount of Instalment Amounts payable |  | Amount
        of Instalment Amounts paid |  | Remaining
        nominal amount of this Global Note following such payment * |  | Confirmation
        of payment by or on behalf of the Issuer
|----------------------- |  | ----------------- |  | -------------------------------------------------- |  | ----------------------------------------- |  | ----------------------------------------------------------------------------- |  | -------------------------------------------------------------
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              
|                        |  |                   |  |                                                    |  |                                           |  |                                                                               |  |                                                              

9

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* See most recent
    entry in Part II, III or IV or Schedule Two in order to determine this amount.

10

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Back to Contents

PART
      III

REDEMPTIONS

|Date made |  | Total amount of
        principal payable |  | Amount of principal
        paid |  | Remaining nominal
        amount of this Global Note following such redemption* |  | Confirmation of
        redemption by or on behalf of the Issuer
|--------- |  | ----------------------------------------- |  | -------------------------------- |  | ------------------------------------------------------------------------------- |  | ----------------------------------------------------------------
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 
|          |  |                                           |  |                                  |  |                                                                                 |  |                                                                 

11

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Back to Contents

* See most
    recent entry in Part II, III or IV or Schedule Two in order to determine
    this amount.

12

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Back to Contents

PART
      IV

PURCHASES
      AND CANCELLATIONS

|Date
        made |  | Part
        of nominal amount of this Global Note purchased and cancelled |  | Remaining
        nominal amount of this Global Note following such purchase and cancellation* |  | Confirmation
        of purchase and cancellation by or on behalf of the Issuer
|----------------- |  | -------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                
|                  |  |                                                                            |  |                                                                                                |  |                                                                                

13

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Back to Contents

* See most recent
    entry in Part II, III or IV or Schedule Two in order to determine this amount.

14

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Back to Contents

Schedule
      Two

[EXCHANGES]1[INCREASES]2

|Date
        made |  | [Nominal
        amount of Temporay Global Note exchanged for this Global Note]1 |  | [Amount
        of increase in nominal amount of this Global Note following issue of
        further Tranche]2 |  | Nominal
        amount of this Global Note following such [exchange]1 [increase]2* |  | Notation
        made by or on behalf of the Issuer
|----------------- |  | -------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------- |  | ---------------------------------------------------
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    
|                  |  |                                                                                  |  |                                                                                                                |  |                                                                                    |  |                                                    

* See most recent
    entry in Part II, III or IV of Schedule One or in this Schedule Two in order
    to determine this amount.

| 
|-
|1
| 
|2

15

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