Exhibit 4.11

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Reuters Group PLC



Long Term Incentive Plan Rules



Date approved at EGM : 16 December 1997
Date adopted by Board of Directors : 12 December 1997
Amended by the Remuneration Committee : 19 July 1999,
5
December 2000 and 12 February 2001





Further amendments approved at EGM : 24 April 2001
Further amendments approved at AGM: 22 April 2004







THIS DOCUMENT IS AVAILABLE FOR INSPECTION ONLY AND MAY
NOT BE REMOVED FROM THE OFFICES OFREUTERS, 85 FLEET STREET, LONDON EC4P 4AJ
OR, AS THE CASE MAY BE, THE OFFICES OFTHE US DEPOSITARY, 60 WALL STREET, NEW YORK 10260

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|Reuters
            Group PLC           
|----------------------------------------
|Long
          Term Incentive Plan Rules



| | Contents |                                                                              |   
| | -------- | ---------------------------------------------------------------------------- | --
| |          |                                                                              |   
| | 1        | Definitions                                                                  | 1 
| |          |                                                                              |   
| | 2        | Grant of Awards                                                              | 11
| |          |                                                                              |   
| | 3        | Vesting and Deferral of Vesting                                              | 15
| |          |                                                                              |   
| | 4        | Exercise of Options, Transfer of Share Awardsand                             |   
| |          | Dividend Equivalent Shares                                                   | 16
| |          |                                                                              |   
| | 5        | Trade sales, Reconstructions,
Liquidations and Option Exchanges              | 20
| |          |                                                                              |   
| | 6        | Variation of Share Capital                                                   | 24
| |          |                                                                              |   
| | 7        | Manner of Exercise
of Options and transfer of shares subject to Share Awards | 25
| |          |                                                                              |   
| | 8        | Administration and Amendment                                                 | 28
| |          |                                                                              |   
| | 9        | Miscellaneous                                                                | 30

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|Reuters
            Group PLC           
|----------------------------------------
|Long
          Term Incentive Plan Rules



|1   | Definitions                                                                                                               |                                                                                                                                                                                                                                        |                                 
|--- | ------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------
|    |                                                                                                                          
|1.1 | In these Rules the following words and expressions shall have, where the context so admits,
      the following meanings:
|    |                                                                                                                           |                                                                                                                                                                                                                                        |                                 
|    | Adoption Date                                                                                                           | 16 December 1997;                                                                                                                                                                                                                     
|    |                                                                                                                           |                                                                                                                                                                                                                                       
|    | Announcement Date                                                                                                       | the date on which
    the Company announces its final results for a financial year;                                                                                                                                                   
|    |                                                                                                                           |                                                                                                                                                                                                                                       
|    | Associated Company                                                                                                      | a
              company is to be treated as another companys associated company
              if at that time one of the two has Control of the other, or both
              are under the Control of the same person
    or persons;
|    |                                                                                                                           |                                                                                                                                                                                                                                       
|    | Auditors                                                                                                                | the auditors for
  the time being of the Company (acting as experts and not as arbitrators);                                                                                                                                          
|    |                                                                                                                           |                                                                                                                                                                                                                                       
|    | Award                                                                                                                   | an award under
  the Plan which may consist of any or a combination of any of:                                                                                                                                                        
|    |                                                                                                                           |                                                                                                                                                                                                                                       
|    |                                                                                                                           | (a)                                                                                                                                                                                                                                    | a contingent right to Shares; or
|    |                                                                                                                           |                                                                                                                                                                                                                                        |                                 
|    |                                                                                                                           | (b)                                                                                                                                                                                                                                    | a Bonus Option; or              
|    |                                                                                                                           |                                                                                                                                                                                                                                        |                                 
|    |                                                                                                                           | (c)                                                                                                                                                                                                                                    | a Standard Option;              
|    |                                                                                                                           |                                                                                                                                                                                                                                       
|    |                                                                                                                           | and where
  the context requires the references to an Award shall be deemed to include references
  to any Dividend Equivalent Shares or right or contingent right thereto arising
  under such Award;                                
|    |                                                                                                                           |                                                                                                                                                                                                                                       
|    | Award Certificate                                                                                                       | the Award certificate
  in the form or forms agreed by the Plan Committee from time to time;                                                                                                                                          

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            Group PLC           
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|Long
          Term Incentive Plan Rules



| | Board                     | the
    board of Directors of the Company or a duly constituted committee thereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | --------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Bonus Option              | an Option granted
  in conjunction with a Linked Bonus;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | the Company               | Reuters Group PLC
    or, save for Rules 1, 2, 3 and 8.3, such
    company as shall be at any time the Acquiring Company as defined
    in Rule 5.5;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Compromise or Arrangement | a
          compromise or arrangement (including a reorganisation of the Companys
          share capital by the consolidation of shares of different classes or
          by the division of shares
  into shares of different classes or by both of those methods) between the Company
  and its members or creditors or any class of either which has been approved
          by not less than 75% in value of the creditors or members  (based on
          the value of the interests as at the last record date) or such class
          of either who vote on such compromise or arrangement
  and which has been sanctioned by the Court;
| |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Control                   | in
          relation to a body corporate the power of a person which is a member
          of that Body Corporate
  (the Body Corporate) to secure:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                             | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                             | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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            Group PLC           
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|Long
          Term Incentive Plan Rules



| |                              | (c)                                                                                                                                                                                  | by virtue of any
  power conferred by the certificate of incorporation, articles of association,
  bye laws, membership agreement or other document regulating the Body Corporate
  or any other body corporate
| | ---------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                              |                                                                                                                                                                                      |                                                                                                                                                                                                                
| |                              | that the affairs
    of the Body Corporate are conducted in accordance with the wishes of that person;                                                                              
| |                              |                                                                                                                                                                                      |                                                                                                                                                                                                                
| | Date of Grant              | the date on which
    an Award is granted to an Eligible Employee or is treated as being granted pursuant
    to Rule 2.6;                                                          
| |                              |                                                                                                                                                                                      |                                                                                                                                                                                                                
| | Deferral Notice            | A notice in the
    form or forms agreed by the Plan
      Committee from time to time;                                                                                             
| |                              |                                                                                                                                                                                      |                                                                                                                                                                                                                
| | Director                   | any person occupying
    the office of director of the Company, by whatever name called;                                                                                            
| |                              |                                                                                                                                                                                      |                                                                                                                                                                                                                
| | Dividend Equivalent Shares | in respect of any
    Award which is subject to a Restricted Period and has Vested, such additional
    Shares to which a Participant may become entitled in accordance with Rule 4;
| |                              |                                                                                                                                                                                      |                                                                                                                                                                                                                
| | Eligible Employee          | an employee (whether
    contracted to work full time or part time) of any Group Company including any
    Director other than a non executive Director;                            
| |                              |                                                                                                                                                                                      |                                                                                                                                                                                                                
| | Exercise Price             | the amount as determined
    by the Company which a Participant shall pay to acquire a Share on the exercise
    of an Option being, (subject to Rule 2.6 and Rule 6):              

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            Group PLC       
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|Long
      Term Incentive Plan Rules



| |                              | (a)                                                                                                                                                                                                                                                                                | in
        the case of a Bonus Option, an amount which is not less than the Market
        Value of a Share on the Date of Grant; or                                                                                                                                                                      
| | ---------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                              |                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                           
| |                              | (b)                                                                                                                                                                                                                                                                                | in
        the case of a Standard Option, one pound sterling in aggregate to acquire
        all of the Shares over which the Standard Option is exercised on each
        occasion of exercise or, if the Standard Option is exercised in full on
        one occasion only, one pound sterling in total;
| |                              |                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                           
| | Form
      of Renunciation | the
        form of renunciation in the form agreed by the Plan
        Committee from time to time;                                                                                                                                                                              
| |                              |                                                                                                                                                                                                                                                                                   
| | Group                      | the
        Company and its Subsidiaries and the phrase Group
        Company shall be construed accordingly;                                                                                                                                                                   
| |                              |                                                                                                                                                                                                                                                                                   
| | Letter
        of Grant    | the
        letter or other communication (which may include
        electronic communication) in the form agreed
        by the Plan Committee from time to time;                                                                                                                
| |                              |                                                                                                                                                                                                                                                                                   
| | Linked
        Bonus       | the
        gross bonus payable to a Participant on the exercise of a Bonus Option
        being an amount equal to the Exercise Price multiplied by the number of
        Shares over which that Bonus Option is being exercised rounded down to
        the nearest whole pound;
| |                              |                                                                                                                                                                                                                                                                                   
| | Market
      Value         | on
        any day, the average closing middle market quotation
        of a Share as derived from the Daily Official
        List of the London Stock Exchange plc on the
        three dealing days which immediately precede that
        day;                                 

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            Group PLC           
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|Long
          Term Incentive Plan Rules



| | Measurement
      Period | (i)
        in respect of any Award granted prior to 1 January
        2004, the period beginning on 1 January in the
        year in which the Date of Grant of that Award falls
        and ending on 31 December in the calendar year
        preceding the third anniversary of such Date of Grant (the First
        Measurement Period), the fourth
        anniversary (the Second Measurement Period)
        or the fifth anniversary (the Final Measurement
        Period);
| | -------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                            | (ii)
        in respect of any Award granted on or after 1 January
        2004, the period beginning on 1 January in the
        year in which the Date of Grant of that Award falls
        and ending on 31 December in the calendar year
        preceding the third anniversary of such Date of
        Grant;                                                                                                                                                                         
| |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Model
      Code         | the
        Model Code for transactions in securities by Directors
        issued from time to time by the UK Listing
        Authority and/or any code of practice adopted
        by the Board in addition to or replacement of
        such publication;                                                                                                                                                                                                                                 
| |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | New
      Award          | an
        award over shares in the Acquiring Company (as
        defined in Rule 5.5 ) granted in consideration of
        the release of a Subsisting Award and which shall
        satisfy the following conditions:                                                                                                                                                                                                                                                                     
| |                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                            | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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            Group PLC           
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|Long
          Term Incentive Plan Rules



| |                               | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | that in the case of an Award which is an Option,
        it has an exercise price per share such that
        the aggregate price payable on the complete
        exercise equals the aggregate price which
        would have been payable on complete exercise of the Subsisting Option;
| | ----------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                           
| | NI
        Election         | an
        election made in respect of an Option jointly by a
        Participant and a relevant Group Company for the
        purposes of Paragraph 3(B)(1) of Schedule 1 to the
        Social Security Contributions and Benefits Act 1992;                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                           
| | Notice
        of Exercise  | the
        notice of exercise in the form agreed by the Board
        or the Plan Committee from time to time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                           
| | Option                      | an
        Award made in the form of a right to acquire Shares
        granted or to be granted pursuant to Rules
        2.1 or 2.6 and the term Option shall be construed
        to mean either a Bonus Option or a Standard
        Option or both as the context requires;                                                                                                                                                                                                                                                                                                                                                                                         
| |                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                           
| | "Participant"                 | an
        Eligible Employee who has been granted and remains entitled to a Subsisting
        Award or (where the context admits) his legal personal representative(s)
        or transferee;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                           
| | Performance
      Condition | the
        condition imposed by the Plan Committee whereby
        an Award is granted on terms that it shall not
        Vest until and to the extent that such conditions have
        been satisfied, (such Performance Condition being specified in the Schedule
        hereto and in respect
        of any Award made after 24 April 2001 but before
        1 January 2004 being as specified in the Part 1 of such Schedule hereto,
        in respect of any Award made before 25 April 2001 being as specified in
        Part 2 of such Schedule and in respect of any Award made on or after 1
        January 2004 being specified in Part 3 of such Schedule);
| |                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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            Group PLC           
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|Long
          Term Incentive Plan Rules



| | Plan                 | this
        Plan constituted and governed by the Rules with and subject to any amendments
        thereto properly effected;                                                                                                                                                                                                                                                                                                                                                                                                       
| | ---------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Plan
      Committee | the
        Board or a duly authorised committee appointed by the Board to oversee
        the operation of this Plan, provided that in the case of Awards granted
        or to be granted to executive Directors, and in relation to any discretions
        under these Rules which may be exercised by the Plan Committee in relation
        to Awards granted to or held by executive Directors, this committee shall
        be the Remuneration Committee;                                                                  
| |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Release
      Date   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                        | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                        | and
        the expression Release and Released shall have
        a corresponding meaning, provided that if the Release Date of any Award
        would otherwise fall within a close period or a period when a Participant
        is prohibited by the Model Code, statute order or regulation (whether
        of the United Kingdom or any  other country) from dealing in Shares
        or rights over or interests in Shares, the Release Date shall be the day
        following the end of such close or other period;
| |                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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      Group PLC             
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|Long
      Term Incentive Plan Rules



| | Remuneration
      Committee | the
        Board or a duly constituted committee of the Board delegated with the
        authority to consider the remuneration of Directors and senior employees
        of the Group;                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Restricted
      Period      | for
        all Awards made prior to 1 January 2004 to Eligible Employees who at their
        Dates of Grant were
        Directors and for other Awards (if any) which are
        granted subject to a Restricted Period the period
        beginning on 1 January in the calendar year in
        which Vesting takes place and ending on the Announcement
        Date falling two years or thereabouts
        (one year in the case of Vesting which has
        been deferred twice in accordance with Rule 3.3)
        after the date of Vesting of that Award;
| |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Rules                        | the
        rules of this Plan as amended from time to time and
        "Rule shall be construed accordingly;                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | "Share"                        | an
        Ordinary Share in the capital of the Company which
        is, was or will be fully paid on issue;                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Share
      Award            | an
        Award made in the form of a contingent right to receive Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Standard
      Option        | an
        Option other than a Bonus Option;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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            Group PLC           
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          Term Incentive Plan Rules



| | "Subsidiary"       | a company which
    is under the Control of another company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "Subsisting Award" | an
          Award of Shares or an Award of Options whichhas
    been granted
    and which has not been
    surrendered, renounced, or (in the case of a Share Award) Vested and Released,
    or (in the case of Options) Released and exercised in full nor otherwise
    lapsed;                                                                                                                                                                                                                                                                                                                                                                                                           
| |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Tax Liability    | in
          relation to a Participant the amount of all taxes
              and/or social security contributions and/or social taxes and/or
              national insurance contributions (including any national insurance
              contributions due from a Participant as a result of an NI Election
              in respect of an Option) or any other contribution or impost which
              any Group Company or the Trustee is required to withhold and account
              for on behalf of that Participant in respect of his Awards (including
              any such liabilities in respect of a Linked Bonus and/or Dividend
      Equivalent Shares) under the Plan;
| |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Trust            | any employee share
    ownership trust which has
              been or may be established from time to time by the Company or
              any other Group Company to operate in conjunction with this Plan
              and which may include the trusts known as the Reuters ESOT No.I
      and Reuters ESOT No.II;                                                                                                                                                                                                                                                                                                                                                                       
| |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Trustee          | the trustee or
    trustees for the time being of the
    Trust;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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            Group PLC           
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          Term Incentive Plan Rules



|      | UK
        Listing Authority                                                                                                                                                                                                                                                                                                          | the
              Financial Services Authority acting in its  capacity as the competent
              authority for the purposes of Part IV of the Financial Services
              Act 1986 and in the exercise of its functions in respect of admission
              to the Official List.                                                                                                                                             
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      | Vesting                                                                                                                                                                                                                                                                                                                               | the
              Performance Condition attributable to an  Award having been satisfied
              in whole or, subject to  Rule 3, in part and the expression Vest
              and  Vested shall have a corresponding meaning,  provided
              that in the case of an Award granted  subject to a Restricted Period
              the Award shall not  be Released until the end of that Restricted
              Period;
|      |                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|1.2   | In
        these Rules, except insofar as the context otherwise requires:                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(i)   | words
        denoting the singular shall include the plural and vice versa;                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                        
|(ii)  | words
            importing a gender shall include every gender and references to a person
            shall include
        bodies corporate and unincorporated and vice versa;                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                        
|(iii) | reference
            to any enactment shall be construed as a reference to that enactment
            as  from time to time amended, modified, extended or re-enacted and
            shall include any  orders, regulations, instruments or other sub-ordinate
            legislation made under the relevant
        enactment; and
|      |                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(iv)  | headings
            and captions are provided for reference only and shall not be considered
            as part
        of the Plan.                                                                                                                                                                                                 

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            Group PLC           
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|Long
          Term Incentive Plan Rules



|2     | Grant of Awards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.1   | The
              Plan Committee may, after consultation with the Chief Executive in
              its absolute discretion select any number of individuals who shall
              at the intended Date of Grant be Eligible Employees and recommend
    to the Trustee the grant of Awards to them.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.2   | Awards
              may be granted at any time when it is permitted to do so in accordance
              with the
                Model Code. Awards shall not be granted later than the tenth
    anniversary of the Adoption Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.3.1 | Awards shall be
      granted by the relevant Trustee in its discretion having considered the
                recommendations made by the Plan Committee and shall be subject
    to the satisfaction of the Performance Condition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.3.2 | The
              Performance Condition to apply in respect of Awards made up to and
              including
                calendar year 2001 shall be as specified in the first and second
                parts of the Schedule to these Rules and shall not be capable
                of amendment or waiver unless events happen which cause the Plan
                Committee to consider that the relevant Performance Condition
                has ceased to be appropriate whereupon the Plan Committee may
                at any time amend, relax or waive the Performance Condition provided
                that in the reasonable opinion of the Plan Committee the varied
                Performance Condition is materially no more easy or difficult
                to satisfy than when originally imposed or last amended as the
    case may be.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.3.3 | The Plan Committee
      may vary the Performance Conditions to apply in respect of Awards
    to be made in calendar years falling after 2001 PROVIDED THAT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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            Group PLC           
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|Long
          Term Incentive Plan Rules



|2.3.4 | Awards made to
      Eligible Employees who are Directors at the Date of Grant shall be made
        by Reuters ESOT
      No.II or any successor Trust under which Directors are beneficiaries.
        Awards made to
    non Directors may be made by any Trust.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.2.5 | For the avoidance
    of doubt Awards made prior to 25 April 2001 shall be subject to the
          Performance Condition
    specified in the second part of the Schedule hereto (being the
          Performance Conditions
    specified in the Rules as adopted in December 1997).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.4   | An Option may be
    granted subject to a condition that the Participant enter into an NI
    Election.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.5   | Any Award may be
    renounced in whole or in part by the Participant by completing and
          returning the appropriate
    Form of Renunciation together with the Award Certificate to the
          Company or at its
    direction within 90 days of the Date of Grant or such other period as
          may be specified
    by the Plan Committee at the Date of Grant in which case the Award
          shall for all purposes
    be taken never to have been granted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.6   | Where the circumstances
    noted in Rule 5.5 apply, New Awards may be granted in
          consideration for
    the release of Subsisting Awards granted under the Plan. Such New
          Awards are deemed
    to be equivalent to the old Awards and to have been granted within
          the terms of this
    Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.7   | Subject to the
    proviso to this Rule 2.7 no Award may be transferred, assigned or charged
          and any purported
    transfer, assignment or charge shall be void ab initio. Each Award Certificate shall
    carry a statement to this effect. For the avoidance of doubt, this Rule 2.7
          shall not prevent
    the Award of a deceased Participant being Released to or exercised by
          (as the case may
    be) his personal representative(s) within the terms of these Rules.
          Provided that the
    Trustee and the Plan Committee may agree that a particular Award is
          capable of being
    transferred and, in giving any such agreement, the Trustees and the Plan
          Committee may also
    specify the person or category of persons to whom the Participant
          may transfer the
    Award and the terms on which it is capable of being transferred,
          including terms
    to ensure that any transferee of the Award agrees to be bound by the
          terms of these
    Rules and terms to prohibit any further transfer by that transferee of the
    Awards in question.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.8   | Awards
          shall be granted by the relevant Trustee to Eligible Employees by deed.
          A Letter
          of Grant
          and an Award Certificate evidencing the grant shall be despatched as
          soon as practicable
          after the Date of Grant to each Participant. The Award Certificate
          and the Letter of Grant
      shall specify the Date of Grant, the number of Shares subject to the Award,
          the Performance Condition, whether the Award is subject to a Restricted
          Period and whether (in
      the case of an Option) the Award is of a Bonus Option or a StandardOption
    and, in the case of the former, the Exercise Price.                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|Long
          Term Incentive Plan Rules



|2.9  | All
          Awards made prior to 1 January 2004 to Eligible Employees who are Directors
          at the Date of Grant shall
      be subject to a Restricted Period. Other Awards may, in thediscretion of the
    Plan Committee, be made subject to a Restricted Period.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                              
|2.10 | Awards
          may be granted by the Trustee only with the prior approval of the Plan
      Committee.                                                                                                                                                                     

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            Group PLC           
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|Long
          Term Incentive Plan Rules



|3   | Vesting
            and Deferral of Vesting  Awards granted prior to 1 January
            2004                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3.1 | An Award granted
    prior to 1 January 2004 shall Vest in accordance with and to the extent permitted
    under
    the Performance Condition over the applicable Measurement Period.The
    Plan Committee
    will as soon as practicable after the end of each relevant Measurement
    Period send to Participants details of the extent to which (if at all) Awards
    would, subject
    to Rule 3.2 and/or Rule 3.3, Vest.                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3.2 | If
          an Award granted prior to 1 January 2004 does not Vest or Vest in full
          by reference to the
  First Measurement Period the Trustee, after consultation with the Plan Committee,may
  resolve to
  permit the deferral of Vesting. Where deferral is permitted the Participant
  may,
  within 30
  days of receiving notification of the extent to which the Award would otherwise
  have
  Vested, elect to defer Vesting by signing and returning a Deferral Notice to
  the Trustees in which case no Vesting shall take place or be deemed to take place
  as at the
  end of the First Measurement Period and the Performance Condition shall then
  be applied
  over the
  whole of the Second Measurement Period.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3.3 | If an Award granted
    prior to 1 January 2004 would not Vest or Vest in full by reference to the
    Second Measurement Period then, subject to the same consent as required under  Rule
    3.2 above, a Participant may make a further election to defer Vesting on
    similar terms to those contained in Rule 3.2 and the Performance Condition
    shall then be applied over the whole of the Final Measurement Period.                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3.4 | No deferral of
  the Vesting of an Award granted prior to 1 January 2004 is permitted in
            respect of a period after the Final Measurement Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3.5 | No fraction of
    a Share shall be included in any Award whenever granted which has Vested
    and any fraction of a share which, but for this Rule 3.5, would be included in
    any Vested
    Award shall be excluded from the relevant Award. In the event that the amount
    of any Linked
    Bonus
    is not a whole number of pounds sterling it shall be rounded down to the
    nearest whole pound.                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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          Term Incentive Plan Rules



|3A   | Vesting
            and Deferral of Vesting  Awards granted on or after 1 January
            2004                                                                                                                                                                                                                                                   
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                       
|3.1A | An Award granted
    on or after 1 January 2004 shall Vest in accordance with and to the extent
    permitted under the Performance Condition over the Measurement Period. The Plan
    Committee will as soon as practicable after the end of the Measurement Period
    send to Participants details of the extent to which (if at all) Awards Vest.

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            Group PLC           
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|Long
          Term Incentive Plan Rules



|4     | Exercise of Options,
  Transfer of Share Awards and Dividend Equivalent Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.1   | Subject to each of the succeeding sections of this Rule 4, Rule 5 and Rule 7 below                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.1.1 | a
          Subsisting Option to the extent Vested may be exercised in whole or
          in part by the Participant
	    or, if deceased, by his personal representatives on or after its Release
    Date;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.1.2 | the
          Shares subject to a Subsisting Share Award to the extent Vested shall
          be transferred following the Release Date to the Participant in accordance
          with Rule 7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.2   | A
          Subsisting Award (whether a Share Award or an Option) which has not
          yet Vestedshall
          lapse on the Participant ceasing to be a Director or employee of any
          Group Company, (so as to hold no office or employment with any Group
          Company) for anyreason
          unless the Plan Committee shall, prior to such cessation or within
          six monthsthereafter,
          otherwise determine. In making such determination the Plan Committee
          shall with
          the consent of the Trustee specify whether the whole or part of such
          Award shall Vest,
          provided that no such determination shall be made in the event of such
          cessationbeing
          as a result of dismissal for cause.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.2.1 | In
          the case of cessation due to death, if and to the extent that the Plan
          Committee hasexercised
          its discretion to permit Vesting in whole or in part, the Award of
          the deceasedParticipant
          shall, to the extent Vested, be Released forthwith, whether or not
          that Awardwas
          originally subject to a Restricted Period.                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.2.2 | In
          the case of cessations otherwise than on death, if the Plan Committee
          has exercised its discretion to permit Vesting in whole or in part,
          the Vested part of the Award shall not be Released
          until the end of the Restricted Period(if
          any).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.3   | An
          Award which has not Vested in accordance with its normal Vesting requirements
          or Rule
          4.2 above or such part thereof as shall not have so Vested shall lapse
          on the earliestof
          the following dates:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.3.1 | the surrender of the Award by the Award Holder;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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|4.3.2 | the
        date falling six months after the Participant ceases for any reason to
        be a Director or employee
        of any Group Company (so as to hold no office or employment with any
        Group  Company)
        unless the Plan Committee has exercised its discretion under Rule 4.2
    above, provided
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                            
|      | (a)                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                            
|      | (b)                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                            
|4.3.3 | the
    date of lapse determined in accordance with Rule 5.                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                            
|4.4   | A
        Vested Subsisting Award or such part thereof as shall have Vested (including
    an accelerated
    Vesting under Rule 4.2) shall lapse on the earliest of the following:                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                            
|4.4.1 | the
    surrender of that Award by the Participant;                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                            
|4.4.2 | in
        the case of an Option, the seventh anniversary of the Date of Grant or
    such earlier
    date specified at the Date of Grant;                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                            
|4.4.3 | in
        the case of an Option, the first anniversary of the Participants
    death or at the
    end of the six month period beginning on the later of:                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                            
|      | (a)                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                            
|      | (b)                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                            
|      | PROVIDED
    that if the lapse date so determined would be a date later than the seventh
    anniversary of its Date of Grant, lapse shall occur on such seventhanniversary;                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                            
|4.4.4 | on
        the date whether before or after the Release Date that a Participant
    ceases to be a
    Director and/or employee of any Group Company (so as to hold no office or employment
    with any Group Company) as a result of being dismissed for cause.                                                          
|      |                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                            

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            Group PLC           
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          Term Incentive Plan Rules



|4.4.5 | the date of lapse
  determined in accordance with Rule 5.                                                                                                                                                                                                                                                                                                         
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                   
|4.5   | In the event of
  the lapse of an Award in whole or in part any entitlement or contingent entitlement
  to related Dividend Equivalent Shares in respect thereof or the lapsed part thereof
  shall likewise lapse.                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                   
|4.6   | Rules
          4.7 to Rule 4.8 relating to Dividend Equivalent Shares apply to any
    Award made after 24 April 2001 which is subject to a Restricted Period.                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                   
|4.7   | Following the Release
  of any Share Award or the exercise of any Option (as the case may be)
  a Participant shall become entitled on transfer or exercise respectively to receive,
  for no
  further consideration, a transfer of Dividend Equivalent Shares, the number of
  such Dividend
  Equivalent Shares being calculated in accordance with Rule 4.8.1.
|      |                                                                                                                                                                                                                                                                                                                                                                   
|4.8   | For
          the purposes of this Rule 4.8 the expression the Relevant Shares means
          on any occasion
  of transfer or exercise (as the case may be) the number of Shares which are to
  be transferred
  or over which the Participant has validly exercised his Option on that occasion.                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                   
|4.8.1 | The Dividend Equivalent
  Shares due to a Participant in respect of an Award shall be computed:                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                   
|      | (a)                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                   
|      | (b)                                                                                                                                                                                                                                                                                                                                                               

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    Term Incentive Plan Rules



|      | (c)                                                                                                                                                                                                                                                     | adding together
  the notional number of Shares derived under 4.8.1(b) in respectof
  each dividend
  payment date falling during the Dividend Equivalent Period, the sum
  thereof being the number of Dividend Equivalent Shares to which the Participant
  is entitled on that occasion of transfer or exercise.
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                    
|4.8.2 | Any Dividend
      Equivalent Shares to be transferred to a Participant shall (subject to
    Rule 7.6) be transferred together with the Relevant Shares.                                                                                              
|      |                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                    
|4.8.3 | For
	      the avoidance of any doubt an entitlement to a transfer of Dividend Equivalent
      Shares      in respect
        of an Award which is an Option will only arise in respect of the Shares
      over    which such
    Award is exercised.

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    Group PLC             
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|5     | Trade sales, Reconstructions, Liquidations and Option Exchanges                                                                                                                                                                                               
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                               
|5.1   | If any person obtains Control of the Company as a result of making:                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                               
|      | (a)                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                               
|      | (b)                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                               
|      | then,
	      subject to Rule 5.5, the Plan Committee shall notify all Participants as
      soon as is      practicable
    of the offer in accordance with Rule 8.5. and                                                                                     
|      |                                                                                                                                                                                                                                                               
|5.1.1 | all
      Subsisting Options which have Vested (whether they are subject to a Restricted      Period or
      not) may be exercised from 21 days after the date of the receipt of that notification
    up to the expiry of a period ending on the earlier of:
|      |                                                                                                                                                                                                                                                               
|      | (a)                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                               
|      | (b)                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                               
|      | To the extent that
  any Subsisting Option is unexercised or has not been exchanged for aNew
  Option in accordance
  with Rule 5.6 at the end of such period, it shall thereupon lapse;
  and                                                                
|      |                                                                                                                                                                                                                                                               
|5.1.2 | all Shares subject
  to Subsisting Share Awards which have Vested (whether they remainsubject
  to a Restricted
  Period or not) shall be transferred to the Participants.                                                                                    
|      |                                                                                                                                                                                                                                                               
|5.2   | If a Compromise or Arrangement in relation to the Company takes place then, subject to Rule
  5.5:                                                                                                                                                            
|      |                                                                                                                                                                                                                                                               

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|5.2.1 | all Subsisting
  Options which have Vested (whether they are subject to a Restricted Period or
  not) may be exercised from 21 days after the date of Court sanction up to the
  expiry of a period of six months after that date. To the extent that any Subsisting
  Option remains unexercised or has not been exchanged for a New Option in accordance
  with Rule 5.4 at the end of such period it shall thereupon lapse;                                                                                                                                                                                                            
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|5.2.2 | all Shares subject to Subsisting Share Awards which have Vested (whether they are subject
          to a Restricted Period or not) shall be transferred to the Participants
    forthwith.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|5.3   | All
          Subsisting Awards (Options and Share Awards) which have not Vested
          at the date of an
  event specified
  in Rules 5.1 or 5.2 (the Relevant Event being the date of the offer
  or the date
  the Court
  sanctions the Compromise or Arrangement), or notice under Rule 5.8 shall,
  subject to Rule 5.5, lapse and be forfeited unless the Plan Committee with
  theconsent
  of the
  Trustee otherwise determines (taking account of the length of the periodsince
  the Date
  of Grant and the performance of the Company over that period). In theevent
  of such determination
  and subject to Rule 5.5:
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|5.3.1 | Options
          may be exercised (whether or not they were otherwise subject to a Restricted
          Period)
  during any period following the particular Relevant Event or Rule 5.8 notice
  in which
  an Option
  which had Vested prior to the Relevant Event or Rule 8.8 notice could have
  been exercised
  and at the end of that period the Option shall lapse; and/or                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|5.3.2 | a Share Award which
  has been the subject of a determination in accordance with thisRule
  5.3 shall
  be transferred to the relevant Participant forthwith.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|5.4   | If
          any person becomes bound or entitled to acquire Shares in the Company
          under sections 428
  to 430 of the Companies Act 1985 and serves notice of his intention to exercise
  such rights,
  then all
  Subsisting Awards (Options and Share Awards) whether Vested or not shall
  thereupon lapse and be forfeited as from the date of such notice.                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|5.5   | Notwithstanding
  Rules 5.1 and 5.2 if, following the date of a Relevant Event, the PlanCommittee
  procures
  that all Subsisting Awards (including any Subsisting Awards which have not
  Vested at the date of that Relevant Event) can be exchanged pursuant to Rule5.6,
  the Plan Committee may, in its discretion, determine by written resolution that:                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|5.5.1 | Subsisting
          Options do not become exercisable and Shares subject to Subsisting
          Share Awards do not become transferable as a result of the Relevant
    Event and any Subsisting
          Option which is already exercisable ceases to be exercisable as from
    the Relevant Event; and                                                                                                                                                                                                                                                                                                                             

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|5.5.2 | that all Subsisting
  Awards shall be released in consideration of the Grant of a New Awardin
  accordance with
  Rules 5.6 and 5.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | Provided that if
  the company which is the Acquiring Company in respect of the RelevantEvent
  fails to
  grant or to make a binding contractual commitment to grant the New Awards
  pursuant to Rule 5.6 within 40 days after the Relevant Event such resolution
  of the Plan
  Committee will cease to be effective and all Vested Subsisting Options will
  be exercisable and Shares subject to Subsisting Vested Share Awards shall be
  transferred pursuant to Rule 5.1 or 5.2 (as the case may be) and Rule 5.3 shall
  apply as if such Rule 5.5 determination had not been made                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5.6   | If,
          as a result of the events specified in Rules 5.1 or 5.2 the Plan Committee
          has required the
  release of a Subsisting Award in consideration of the grant of a New Award
          or a company
  has obtained Control of the Company, the Participant may, and in the case of
  a Plan Committee
  resolution under Rule 5.5 shall, if that other company (the Acquiring Company)
  so agrees, release any Subsisting Award (including any Subsisting Awards which
  are the subject of a Rule 5.3 determination) he holds in consideration of the
  grant of a New Award by the Acquiring Company, and the following shall apply:                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5.6.1 | a New Award shall
  be evidenced by an Award Certificate which shall import the relevantprovisions
  of these
  Rules;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5.6.2 | a New Award shall,
  for all other purposes of this Plan, be treated as having been acquiredat
  the same time
  as the corresponding released Award.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5.7   | For
          the purpose of any application of the provisions of this Plan following
          a release of aSubsisting
  Award
  and the grant of a New Award all the Rules of this Plan shall apply mutatis
  mutandis to such New Award subject only to such amendments as the Plan Committee
  shall consider are necessary or appropriate to reflect the change in identity
  of the company over whose shares the New Award subsists and similar consequential
  changes. For the avoidance of doubt, following a determination under Rule 5.5,
  a Participants Award shall have the same Vested or unVested status immediately
  following the release and new grant as the corresponding Awards released by
  that Participant, any Restricted Period to which the Award was subject will
  continue to apply and any determination made by the Plan Committee to accelerate
  and/or to permit exercise or Release under Rules 5.1 to 5.3 shall be deemed
  not to have been made.

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|5.8   | If notice is duly
  given of a general meeting at which a resolution will be proposed for thevoluntary
  winding-up
  of the Company:                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.8.1 | all
          Subsisting Options which have Vested (whether they are subject to a
          Restricted Period or
  not) may be exercised in whole or in part at the date the resolution is passed
  (but so that
  an exercise hereunder shall be conditional upon such resolution being passed)
  and at any
  time thereafter until the resolution is duly passed or defeated or the general
  meeting isconcluded
  or adjourned,
  whichever shall first occur. Immediately after any such resolution is passed
  any Subsisting Options shall, to the extent that they are unexercised, thereupon
  lapse; and
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.8.2 | all Shares subject
  to a Subsisting Share Award which have Vested (whether they aresubject
  to a Restricted
  Period or not) shall be transferred to the Participant upon such resolution
  being passed.                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.9   | For the purpose
  of this Rule 5 other than Rule 5.6 a person shall be deemed to haveobtained
  Control
  of a company if he and others acting in concert with him have together obtained
  Control of it.                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.10  | The exercise of
  an Option or the transfer of Shares subject to a Share Award pursuant tothe
  preceding provisions of this Rule 5 shall be subject to the provisions of Rule
  7 below.                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.11  | A New Award shall
  not be exercisable or transferable by virtue of the event on which itwas
  granted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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|6   | Variation of Share Capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|6.1 | In the event of
  any variation of the share capital of the Company, including, but without
  prejudice
  to the generality of the preceding words, any demerger (whether qualifying or
  not), capitalisation or rights issue or any consolidation, sub-division or reduction
  of capital the number of Shares subject to any Subsisting Award and in the case
  of a Bonus Option the Exercise Price may be adjusted (including retrospective
  adjustments) by the Plan Committee with the consent of the Trustee.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|6.2 | Such adjustment
  shall be deemed to be effective, from the record date at which the
          respective variation
  applied to other shares of the same class as the Shares. Any	Options
  exercised or Shares under a Share Award transferred within that period shall
  be
  treated as exercised with the benefit of the variation.                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|6.3 | The Plan Committee shall take such steps as it considers necessary to notify Participants of
  any adjustment made under Rule 6.1 and to call in,cancel, endorse,	issue
  or reissue any Award Certificate consequent upon such adjustment.                                                                                                                                                                                                                                                                           

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|7     | Manner of Exercise of Options and transfer of shares subject to Share Awards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.1.1 | An Option shall
  be exercised in whole or in part (provided that no partial exercise is permitted
  in respect of less than 100 shares) by the Participant or, as the case may be,
  his	personal
  representatives giving notice in writing to the Company or its agent by the Notice
  of Exercise accompanied by the appropriate payment and the relevant Certificate
  and shall be effective on the date of the receipt of the appropriate payment
  and
  paperwork by the Company or its agent.                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.1.2 | On the exercise
  of a Bonus Option, an amount (in cash or specie) equivalent to the number
  of Shares
  in respect of which the Bonus Option is then exercised multiplied by	the
  Exercise Price shall be immediately payable (subject to all deductions in respect
  of the Tax Liability attributable to the Linked Bonus) by the Trustee to the
  Participant.                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.1.3 | A Participant rather
  than receiving actual payment of a Linked Bonus, may elect and authorise
  the Trustee to apply the net amount of the same as part payment of the
  aggregate Exercise
  Price in respect of the Option to which it is linked. If such an election	is
  made an Option will be deemed to have been duly exercised for the purposes
  of Rule 7.1.1 on receipt of such election together with a cheque or bankers
  draft or other method of payment acceptable to the Trustee for the balance
  of the aggregate Exercise Price required in respect of the number of Shares
  over
  which that Option is then being exercised.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.1.4 | For the avoidance
  of doubt, in the case of a Bonus Option a Linked Bonus will only become
  payable if and to the extent that the Bonus Option is exercised and then only
  to
	  that extent. In
	  no circumstances will a Linked Bonus or any part thereof become payable without
  an exercise of the Bonus Option or similar part thereof.                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7.2   | Subject to Rule
  7.6 where an Option is exercised the Shares subject thereto together with any
  related Dividend Equivalent Shares shall be transferred or allotted and issued
  fully
  paid to or as directed
  by the Participant within 30 days of the date of exercise (or, if such	transfer
  or allotment in such period would be prohibited by the Model Code, at the earliest
  practicable time after such prohibition is lifted) and the Trustee shall arrange
  for the delivery of a definitive share certificate or other evidence of title
  in respect thereof.                                                                      

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|7.3   | Subject to Rule
  7.6 on the Release of a Share Award to a Participant the number of Shares
  subject
  thereto which have Vested together with any related Dividend Equivalent	Shares
  shall be transferred or allotted and issued fully paid to or as directed by the
  Participant within 30 days of the Release Date (or, if such transfer or allotment
  in such period would be prohibited by the Model Code at the earliest practicable
  time after such prohibition
  is lifted) and the Trustee shall arrange for the delivery of a definitive share certificate
  or other evidence of title in respect thereof.
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7.4   | Save for any rights determined by reference to a record date preceding the date of allotment
  or transfer, such Shares shall rank pari passu with the other shares of the same class
  as Shares then in issue.                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7.5   | The Company shall
  apply for Shares in respect of an Award which has been Released or as
  the case may be Released and exercised to be admitted to listing, if they are
  not so admitted
  already.                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7.6   | If, in respect of any Participant any Group Company or third party shall be required by the
  law of any jurisdiction to deduct or withhold any Tax Liability, then in any
  such case
          as specified by
  the Participant either:                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7.6.1 | the Participant
  shall grant to the Company the irrevocable authority, as agent of the Participant
  and
  on his behalf, to sell and/or retain and sell subsequently and/or procure	the
  sale of such number of Shares subject to the Award as is sufficient to realise
  net proceeds sufficient to enable the relevant Group Company or third party (as
  the case may be) to account for the Tax Liability and, the Shares issued or transferred
  to the Participant in respect of the Award shall be reduced by the number of
  such
  Shares as have been sold or retained as mentioned above; or                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7.6.2 | the Participant shall pay to the Company or at its direction in pounds sterling or in such other
  currency as may be required by the Company, (whether by cheque or by bankers
          draft) the amount
  necessary to satisfy the Tax Liability.                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7.7   | For the avoidance of doubt:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7.7.1 | where
          in relation to Rule 7.6 the Participant opts in accordance with Rule
          7.6.1 the Company
          shall account to the relevant Group Company or third party (as the
          case may	be)
  with the net proceeds of sale of the Shares in order to enable the Tax Liability
  to be settled and if, following such sale, there shall be any balance of the
          proceeds of sale not so
          required, such balance shall be paid by the Company or at its direction
          to the Participant
      for his own use and benefit absolutely;                                       

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|7.7.2 | if the Participant
  fails to specify either Rule 7.6.1 or Rule 7.6.2 or, if having specified Rule
  7.6.2 he fails to make the required payment within 15 days of the date on which
  the Tax
  Liability
  arose, he shall be deemed for all purposes to have given an irrevocable authority
  within Rule 7.6.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|7.8   | A Participant may
  elect at the time of Release (in the case of a Share Award) or exercise (in
  the case of an Option) to receive American Depository Shares (ADS)
  instead of
	  Shares. If a Participant
	  makes such an election he will be required prior to or within such period
	  after the conversion of shares into ADS as shall be specified by the Company
	  to account
	  to the Trustee for any Stamp Duty Reserve Tax payable in respect of the Shares
	  to	which the election applies and shall be deemed to have authorised his
	  employing company to deduct from his net after tax compensation each month
	  an	amount (up to the whole
	  of such net compensation) to enable such liability to be reimbursed to the
	  Trustee. Upon
	  satisfaction of the Stamp Duty Reserve Tax or other amounts payable in respect
	  of any
	  other Tax Liability by the Participant, the Trustee shall arrange for the
	  deposit of the number of Shares in respect of which the election has been
	  made	with the Depositary and will arrange for the delivery of an American
	  Depositary Receipt (ADR) in respect of such
	  ADSs which the Participant has elected to receive provided that if the number
	  of Shares
	  over which a valid election to receive ADSs is made is not an integral multiple
	  of six
	  (or such other number of Shares as are comprised in an ADS from time to time)
	  any excess
  Shares shall be kept by the Trustee for the benefit of the Trust.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|7.9   | In any case where
  a Participant exercises an Option in part, the Participant will be sent a new
  Award Certificate showing the balance of the Option (including where applicable, the
  balance of any Linked Bonus and the balance of any related Dividend Equivalent
  Shares) which remains
  unexercised.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|8     | Administration and Amendment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8.1   | The Plan shall be administered by the Plan Committee whose decision shall be final.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8.2   | Participants shall not be entitled to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8.2.1 | receive copies of accounts, circulars or notices sent to holders of Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8.2.2 | exercise voting rights; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8.2.3 | receive dividends,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | in respect of Shares which have not yet been issued or transferred to such Participants
  in accordance with these Rules.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8.3   | The Board may from time to time amend these Rules provided that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8.3.1 | no amendment shall
  be effective which would materially prejudice the interests of Participants
  in relation to Awards already granted to them unless such prior consent or
  sanction of Participants is obtained as would be required under the provisions for
  the alteration of class rights contained in the Articles of Association of the Company
  for the time being if the Shares to be allotted or transferred in respect of Subsisting
  Awards constituted a separate but single class of shares and such Shares were
  entitled to such right;
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8.3.2 | the provisions relating to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | cannot be altered
  to the advantage of Participants without the prior approval of the Company
  in general meeting (except for minor amendments to benefit the
  administration
  of the Plan, to take account of a change in legislation or to obtain or	maintain
  favourable tax, exchange control or regulatory treatment for Participants, or
  the Company or any Group Company);                                                                                                                                                                       

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|8.4 | The Board may,
  subject to Rules 8.3.1 and 8.3.2 create sub-plans to this Plan in which it may
  make such amendments to the Rules as it considers necessary or desirable to operate
  the Plan in any jurisdictions in which Eligible Employees are situated and may
  implement such sub-plans in the form of schedules to the Plan applicable to the
  specified jurisdiction.                                                                                                                                                                                                                                                                                                                                             
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8.5 | The
          cost of establishing and operating the Plan shall be borne by the Group
          Companies which employ the Participants in such proportions as the
          Board shall determine.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8.6 | Any
          notice or other communication under or in connection with the Plan
          may be given by the
          Company or the Trustee either personally or by post or fax or e-mail
          or intranet, and to
          the Company or the Trustee either personally or by post or fax or e-mail
    to the	Secretary
    of the Company or the Trustee; items sent by post shall be pre-paid and shall
    in the
    case of notices or communications to the Company or the Trustee be treated
    as received on the day actually received by the Company or the Trustee and
    in the case of notices from the Company or the Trustee shall be deemed to
    have been received 48 hours after
    posting.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8.7 | The
          Plan Committee may exercise its discretion where it considers that
          it is necessary or desirable
          to do so, to provide that such Eligible Employees so designated by
          the Plan Committee shall receive awards which entitle them to receive
          a cash payment instead of
          Shares.
          Such awards will be granted on substantially the same terms as Share
    Awards (save that there shall be no entitlement to receive Shares) subject
    to such modifications as	    considered
    appropriate by the Plan Committee.                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8.8 | The Board may determine at any time that no further Awards be granted and may from time
          to time modify or at any time suspend or terminate the Plan (but without
          prejudice to
        Awards
    already granted).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8.9 | The
          limitations in the Trusts in relation to the number of Shares which
          may be made available
          in respect of any employees share scheme adopted by the Company
          shall as appropriate
          apply to the Plan to the intent that the Company acknowledges that
          the Trustees
          of the Trusts may not in aggregate hold at any one time such number
          of the Companys
          issued ordinary share capital as would exceedfivetenper
          cent of the Companys
          issued ordinary share capital.                                                                                                                                            

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|9   | Miscellaneous                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|9.1 | The
          rights and obligations of any individual under the terms of his office
          or employment with any Group Company shall not, except as specifically
          provided under
          the Plan, be affected by his participation in the Plan or any right
          which he may have to participate therein, and an individual who participates
          therein shall waive any
          and all rights to compensation or damages in consequence of the termination
          of his office or employment for any reason whatsoever insofar as those
          rights arise or may arise from his ceasing to have rights under the
    Plan as a result of such termination.                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|9.2 | The
          existence of Awards (whether Share Awards or Options) shall not affect
          in any way
          the right or power of the Company or its shareholders to make or authorise
          any or all adjustments, recapitalisation, reorganisations, reductions
          of capital, purchase or redemption of its own shares or other changes
          in the Company's capital structure or its business, or any merger or
          consolidation of the Company, or any issue of bonds, debentures, preferred
          or prior preference stock ahead of or convertible into, or otherwise
          affecting the Shares or the rights thereof, or the dissolution or liquidation
          of the Company, or any sale or transfer of all or any part of its assets
          or business, or any
          other corporate act or proceeding, whether of a similar character or
          otherwise.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|9.3 | Neither
          the grant of an Award nor any benefit which may accrue to a Participant
          in respect of an Award shall form part of that Participants pensionable
          remuneration for
          the purposes of any pension scheme or similar arrangement which may
          be
          operated
    by any Group Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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SCHEDULE

PERFORMANCE CONDITION

|1. | In Parts I and
II of this Schedule the following words and expressions shall have the meanings
set out below.
|-- | -------------------------------------------------------------------------------------------------------------
|   |                                                                                                              
|   |                                                                                                              
|   |                                                                                                              
|   |                                                                                                              
|   |                                                                                                              
|   |                                                                                                              
|   |                                                                                                              
|   |                                                                                                              
|   |                                                                                                              
|   |                                                                                                              
|   |                                                                                                              
|   |                                                                                                              
|   |                                                                                                              

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|2. | (a)                                                                                                                                                                                                                  | The
          extent to which an Award shall Vest at the end of the relevant Measurement Period
          shall be the percentage of Shares (rounded down to the nearest whole Share)
          determined in accordance with the table in Part I of this Schedule
          (inrespect
          of Awards made after 24 April 2001 but before 1 January 2004) or the
          table in Part II of
  this Schedule (in respect of Awards made prior to 24 April 2001)
  or the table in Part III of this Schedule (in respect of Awards made on or after
  1 January 2004) or the table in Part IV of this Schedule (in respect of Awards
  made on or after 1 January 2006) (as varied by the Plan Committee from time
  to time) with the companies in the Comparator Group being listed in order so
  that
  the member thereof with the highest TSR is placed at the top of such table.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (b)                                                                                                                                                                                                                  | No
	    fraction shall be included in any Award which has vested and any fraction of
	    a Share which but for this provision would be included in any Vested Award shall
    be excluded.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (c)                                                                                                                                                                                                                  | The
          number of positions in the TSR Ranking may be varied by the Plan Committee
          from time to time to take
  account of any merger, take-over, reconstruction or demerger or other event
          referred to in 4 below. The maximum percentages of an Award for
          each TSR Ranking will then be adjusted pro rata.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | The TSR of the
  Company and each member of the Comparator Group over any Measurement
  Period shall be the internal rate of return calculated for the amounts determined
  in accordance with the provisions below:
|   |                                                                                                                                                                                                                     
|   | Inflows                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                      | The gross
        dividends per share paid by the relevant company during the relevant Measurement
        Period and these shall be deemed to have been inflows on the last day of
    the month during which the relevant shares go ex-dividend.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                      | The
          average of the daily closing mid-market prices of the relevant companys shares
      over the calendar year expiring on the last day of the relevant Measurement
    Period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Outflows                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                      | The
            average of the daily closing mid-market prices of the relevant companys
            shares over the calendar year ending on 31 December immediately preceding
            the Benchmark
    Date                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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|Reuters
            Group PLC           
|----------------------------------------
|Long
          Term Incentive Plan Rules



|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                | Any sum
          paid per share to take up new rights to shares (which shall be deemed
    to have been paid on the date on which the Shares become ex-rights)
|------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                
|                                                  | subject
          to such adjustment to Inflows and Outflows as the Plan Committee consider
          appropriate to reflect any variation of share capital or any merger,
          take-over, reconstruction or demerger of or by any member of the Comparator
          Group or upon any other events which the Plan Committee consider may
    materially distort the above calculations.
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                
|The
    tables referred to above are as follows:-

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|Reuters
            Group PLC           
|----------------------------------------
|Long
          Term Incentive Plan Rules



Part I Awards made after 24 April 2001 and prior to 1 January 2004

|TSR Ranking of the Company |  |  | Maximum
    percentage of Award
|-------------------------- |  |  | -------------------------------
|Compared to the Comparator |  |  | which
    Vests                
|Group over the relevant    |  |  |                                
|Measurement Period         |  | 
|                           |  |  | %                              
|Top Quartile               |  |  | 100                            
|(1stto 25thranking)        |  |  |                                
|                           |  |  |                                
|26th                       |  |  |                                
|27th                       |  |  | 92                             
|28th                       |  |  | 88                             
|29th                       |  |  | 84                             
|30th                       |  |  | 80                             
|31st                       |  |  | 76                             
|32nd                       |  |  | 72                             
|33rd                       |  |  | 68                             
|34th                       |  |  | 64                             
|35th                       |  |  | 60                             
|36th                       |  |  | 56                             
|37th                       |  |  | 52                             
|38th                       |  |  | 48                             
|39th                       |  |  | 44                             
|40th                       |  |  | 40                             
|41st                       |  |  | 36                             
|42nd                       |  |  | 32                             
|43rd                       |  |  | 28                             
|44th                       |  |  | 24                             
|45th                       |  |  | 20                             
|46th                       |  |  | 16                             
|48th                       |  |  | 12                             
|49th                       |  |  | 8                              
|50th                       |  |  | 4                              
|below 50                   |  |  | Nil                            

34

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|Reuters
            Group PLC           
|----------------------------------------
|Long
          Term Incentive Plan Rules



Part II : Awards made after 16 December 1997 and prior to 25 April 2001

|TSR Ranking of the Company |                    |  | Maximum
    percentage of Award
|-------------------------- | ------------------ |  | -------------------------------
|Compared to the Comparator |                    |  | which
    Vests                
|Group over the relevant    |                    |  |                                
|Measurement Period         |                    |  | %                              
|                           |                    |  |                                
|Top Quartile               |                    |  | 100                            
|(1stto 26thranking)        |                    |  |                                
|                           |                    |  |                                
|                           | 27th               |  |                                
|                           | 28th               |  |                                
|                           | 29th               |  |                                
|                           | 30th               |  |                                
|                           | 31st               |  |                                
|                           | 32nd               |  |                                
|                           | 33rd               |  |                                
|                           | 34th               |  |                                
|                           | 35th               |  |                                
|                           | 36th               |  |                                
|                           | 37th               |  |                                
|                           | 38th               |  |                                
|                           | 39th               |  |                                
|                           | 40th               |  |                                
|                           | 41st               |  |                                
|                           | 42nd               |  |                                
|                           | 43rd               |  |                                
|                           | 44th               |  |                                
|                           | 45th               |  |                                
|                           | 46th               |  |                                
|                           | 47th               |  |                                
|                           | 48th               |  |                                
|                           | 49th               |  |                                
|                           | 50th               |  |                                
|                           | 51st               |  |                                
|                           | 52nd               |  |                                
|                           | 53rd               |  |                                
|                           | 54th               |  |                                
|                           | 55th               |  |                                
|                           | 56th               |  |                                
|                           | 57th               |  |                                
|                           | 58th               |  |                                
|                           | 59th               |  |                                
|                           | 60th               |  |                                
|                           | 61st               |  |                                
|                           | 62nd               |  |                                
|                           | 63rd               |  |                                
|                           | 64th               |  |                                
|                           | 65th               |  |                                
|                           | 66thand
	    lower |  |                                

35

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|Reuters
            Group PLC           
|----------------------------------------
|Long
          Term Incentive Plan Rules



Part III Awards made on or after 1 January 2004

|TSR Ranking of the Company |          | Maximum
    percentage of Award
|-------------------------- | -------- | -------------------------------
|Compared to the Comparator |          | which
    Vests                
|Group over the relevant    |          |                                
|Measurement Period         |          | %                              
|                           |          |                                
|Top Quartile               |          |                                
|(1stto 25thranking)        |          |                                
|                           |          |                                
|                           | 26th     |                                
|                           | 27th     |                                
|                           | 28th     |                                
|                           | 29th     |                                
|                           | 30th     |                                
|                           | 31st     |                                
|                           | 32nd     |                                
|                           | 33rd     |                                
|                           | 34th     |                                
|                           | 35th     |                                
|                           | 36th     |                                
|                           | 37th     |                                
|                           | 38th     |                                
|                           | 39th     |                                
|                           | 40th     |                                
|                           | 41st     |                                
|                           | 42nd     |                                
|                           | 43rd     |                                
|                           | 44th     |                                
|                           | 45th     |                                
|                           | 46th     |                                
|                           | 47th     |                                
|                           | 48th     |                                
|                           | 49th     |                                
|                           | 50th     |                                
|                           | below 50 |                                

36

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|Reuters
            Group PLC           
|----------------------------------------
|Long
          Term Incentive Plan Rules





Part IV Awards made on or after 1 January 2006

The vesting for
50% of the initial award will be determined by the TSR ranking of the Company
below. The remaining proportion of the award will be determined by Reuters achievement
of preset Profit Before Tax (PBT) growth achieved over the three year performance
period.

|TSR Ranking of the Company | Maximum percentage of Award
|-------------------------- | ---------------------------
|Compared to the Comparator | which Vests                
|Group over the relevant    |                            
|Measurement Period         |                            
|                           |                            
|Top Quartile               |                            
|(1stto 25thranking)        |                            
|                           | 26th                       
|                           | 27th                       
|                           | 28th                       
|                           | 29th                       
|                           | 30th                       
|                           | 31st                       
|                           | 32nd                       
|                           | 33rd                       
|                           | 34th                       
|                           | 35th                       
|                           | 36th                       
|                           | 37th                       
|                           | 38th                       
|                           | 39th                       
|                           | 40th                       
|                           | 41st                       
|                           | 42nd                       
|                           | 43rd                       
|                           | 44th                       
|                           | 45th                       
|                           | 46th                       
|                           | 47th                       
|                           | 48th                       
|                           | 49th                       
|                           | 50th                       
|                           | below 50                   

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