THE COMPANIES ACTS 1985 AND 1989

A PUBLIC COMPANY LIMITED BY SHARES.

MEMORANDUM OF ASSOCIATION OF

REUTERS GROUP PLC
(as altered by special resolution passed on 12 December 1997)

1.   The name of the Company is: REUTERS GROUP PLC(1).

2.   The Company is to be a public company1.

3.   The Registered Office of the Company will be situated in England and Wales.

4.   The objects for which the Company is established are:-


     (1)    To acquire and hold, directly or indirectly, all or any part of the
            issued share capital of Reuters Holdings PLC and generally to carry
            on business as an investment holding company and for that purpose to
            acquire and hold, either in the name of the Company or in that of
            any nominee, shares, stocks, debentures, debenture stock, bonds,
            notes, options, obligations and securities issued or guaranteed by
            any company wherever incorporated or carrying on business and
            debentures, debenture stock, bonds, notes, obligations and
            securities issued or guaranteed by any government, sovereign ruler,
            commissioners, public body or authority, supreme, dependent,
            municipal, local or otherwise in any part of the world and to
            exercise and enforce all rights and powers conferred by or incident
            to the ownership of any such shares, stock, obligations or other
            securities including without prejudice to the generality of the
            foregoing all such powers of veto or control as may be conferred or
            capable of exercise whether by virtue of the holding by the Company
            of some special proportion of the issued or nominal amount thereof
            or otherwise and to provide managerial and other executive,
            supervisory and consultant services for or in relation to any
            company in which the Company is interested upon such terms as may be
            thought fit

     (2)    To carry on, acquire, obtain and supply wireless, telegraphic,
            telephonic, telex or other news and intelligence, and to issue,
            publish and circulate, and otherwise utilise, with a view to the
            profit or advantage of the Company, the same news and intelligence


 ................................................................................
(1)      By virtue of a special resolution passed on 12 December 1997 the name
         was changed to "Reuters Group PLC" with effect from 12 December 1997,
         Clause 2 was added and Clause 4 was inserted in place of the existing
         Clause 4.
<PAGE>
     (3)    To construct, purchase, hire or otherwise acquire or work, wireless
            installations, satellites and other electronic equipment,
            telegraphs, telex, telephones and other means of communications and
            telecommunications

     (4)    To undertake and facilitate the collection and remittance of money,
            securities and other valuables, merchandise and property in, to and
            between any part or parts of the world, to grant and issue letters
            of credit and circular notes, to receive deposits of money and
            securities, to open credits and generally to utilise the means of
            inter-communication possessed by the Company, for the purpose of
            granting pecuniary, financial and commercial facilities, in and
            between any part or parts of the world

     (5)    To carry on any other business of any nature whatsoever which may
            seem to the Directors to be capable of being conveniently carried on
            in connection or conjunction with any business of the Company herein
            authorised or to be expedient with a view to rendering profitable or
            more profitable any of the Company's assets or utilising its
            know-how or expertise

     (6)    To subscribe, underwrite, purchase or otherwise acquire, and to
            hold, dispose of, and deal with, any shares or other securities or
            investments of any nature whatsoever, and any options or rights in
            respect thereof, and to buy and sell foreign exchange

     (7)    To draw, make, accept, endorse, discount, negotiate, execute, and
            issue, and to buy, sell and deal with bills of exchange, promissory
            notes, and other negotiable or transferable instruments or
            securities

     (8)    To purchase, or otherwise acquire for any estate or interest any
            property or assets or any concessions, licences, grants, patents,
            trade marks, copyrights or other exclusive or non-exclusive rights
            of any kind and to develop and turn to account and deal with the
            same in such manner as may be thought fit and to make experiments
            and tests and to carry on all kinds of research work

     (9)    To build, construct, equip, execute, carry out, improve, work,
            develop, administer, maintain, manage or control works, plants,
            factories, wharves, jetties, roads, railways, warehouses, depots,
            offices and other buildings, structures or facilities of all kinds,
            whether for the purposes of the Company or for sale, letting or hire
            to or in return for any consideration from any company, firm or
            person, and to contribute to or assist in or carry out any part of
            any such operation

     (10)   To amalgamate or enter into partnership or any joint venture or
            profit sharing arrangement or other association with any company,
            firm or person

     (11)   To purchase or otherwise acquire and undertake all or any part of
            the business, property and liabilities of any company, firm or


                                       2
<PAGE>
            person carrying on any business which the Company is authorised to
            carry on or possessed of any property suitable for the purposes of
            the Company

     (12)   To promote, or join in the promotion of, any company, whether or not
            having objects similar to those of the Company

     (13)   To borrow and raise money and to secure or discharge any debts or
            obligations of or binding on the Company or on any company which in
            relation to the Company is a subsidiary or a holding company or
            subsidiary of such holding company in such manner as may be thought
            fit and in particular by mortgages and charges upon all or any part
            of the undertaking, property and assets (present and future) and the
            uncalled capital of the Company, or by the creation and issue of
            debentures, debenture stock or other securities of any description

     (14)   To advance, lend or deposit money or give credit to or with any
            company, firm or person on such terms as may be thought fit and with
            or without security

     (15)   To guarantee or give indemnities or provide security, whether by
            personal covenant or by mortgage or charge upon all or any part of
            the undertaking, property and assets (present and future) and the
            uncalled capital of the Company, or by all or any such methods, and
            for the performance of any contracts or obligations, and the payment
            of capital or principal (together with any premium) and dividends or
            interest on any shares, debentures or other securities, of any
            person, firm or company including (without limiting the generality
            of the foregoing) any company which is for the time being a
            subsidiary or a holding company of the Company or another subsidiary
            of any such holding company or is associated with the Company in
            business

     (16)   To enter into a Deed of Mutual Covenant with Reuters Founders Share
            Company Limited and others, and thereafter to agree to and become a
            party to such alterations of and additions to such Deed of Mutual
            Covenant as may be made in accordance with its terms or as the
            Company may thereafter think fit to approve, and to exercise and
            enforce such powers and rights and to perform and to discharge such
            obligations as shall be conferred or (as the case may be) imposed
            upon the Company by such Deed of Mutual Covenant, whether in its
            original form or with and subject to any such alterations and
            additions as aforesaid

     (17)   To give guarantees and indemnities of all kinds, and to make
            payments of all kinds, to or in favour of Reuters Founders Share
            Company Limited and/or all or any one or more of its directors and
            members for the time being

     (18)   To issue any securities which the Company has power to issue for any
            other purpose by way of security or indemnity or in satisfaction of
            any liability undertaken or agreed to be undertaken by the Company


                                       3
<PAGE>
            and in relation to any issue by the Company or offer by the Company
            or any other company, person or firm of securities of the Company to
            enter into such arrangements for the underwriting thereof and in
            connection therewith to give any undertaking, warranty or indemnity

     (19)   To sell, lease, grant licences, easements and other rights over, and
            in any manner deal with or dispose of, the undertaking, property,
            assets, rights and effects of the Company or any part thereof for
            such consideration as may be though fit, and in particular for
            shares or other securities, whether fully or partly paid up

     (20)   To procure the registration or incorporation of the Company in or
            under the laws of any territory outside England

     (21)   To subscribe or guarantee money for any national, charitable,
            benevolent, public, general or useful object, or for any purpose
            which may be considered likely directly or indirectly to further the
            interests of the Company or of its members

     (22)   To establish and maintain or contribute to any pension or
            superannuation funds for the benefit or, and to give or procure the
            giving of donations, gratuities, pensions, allowances or emoluments
            to, any individuals who are or were at any time in the employment or
            service of the Company or of any company which is its holding
            company or is a subsidiary of the Company or any such holding
            company or otherwise is allied to or associated with the Company, or
            who are or were at any time directors or officers of the Company or
            of any such other company, and the spouses, widows, widowers,
            families and dependants of any such individuals; to establish and
            subsidise or subscribe to any institutions, associations, clubs or
            funds which may be considered likely to benefit any such other
            company; and to make payments for or towards the insurance of any
            such persons

     (23)   To establish and maintain, and to contribute to, any scheme for
            encouraging or facilitating the holding of shares or debentures in
            the Company by or for the benefit of its employees or former
            employees, of those of its subsidiary or holding company or any
            subsidiary of its holding company, or by or for the benefit of such
            other persons as may for the time being be permitted by law, or any
            scheme for sharing profits with its employees or those of its
            subsidiary and/or associated companies, and (so far as for the time
            being permitted by law) to lend money to the Company's employees
            (other than directors) with a view to enabling them to acquire
            shares in the Company or its holding company

     (24)   To distribute among members of the Company in specie or otherwise,
            by way of dividend or bonus or by way of reduction of capital, all
            or any of the property or assets of the Company, or any proceeds of


                                       4
<PAGE>
            sale or other disposal of any property or assets of the Company,
            with and subject to any incident authorised and consent required by
            law

     (25)   (i) To purchase and maintain insurance for or for the benefit of any
            persons who are or were at any time directors, officers or employees
            or auditors of the Company, or of any other company which is its
            holding company or in which the Company or such holding company or
            any of the predecessors of the Company or of such holding company
            has any interest whether direct or indirect or which is in any way
            allied to or associated with the Company, or of any subsidiary
            undertaking of the Company or of any such other company, or who are
            or were at any time trustees of any pension fund in which any
            employees of the Company or of any such other company or subsidiary
            undertaking are interested, including (without prejudice to the
            generality of the foregoing) insurance against any liability
            incurred by such persons in respect of any act or omission in the
            actual or purported execution and/or discharge of their duties
            and/or in the exercise or purported exercise of their powers and/or
            otherwise in relation to their duties, powers or offices in relation
            to the Company or any such other company, subsidiary undertaking or
            pension fund and (ii) to such extent as may be permitted by law
            otherwise to indemnify or to exempt any such person against or from
            any such liability; for the purposes of this clause "holding
            company" and "subsidiary undertaking" shall have the same meanings
            as in the Companies Act 1989

     (26)   To do all or any of the things and matters aforesaid anywhere and
            either as principals, agents, contractors, trustees or otherwise,
            and by or through trustees, agents, subsidiary companies or
            otherwise, and either alone or in conjunction with others

     (27)   To do all such other things as may be considered to be incidental or
            conducive to any of the above objects


And it is hereby declared that the objects of the Company as specified in each
of the foregoing paragraphs of this Clause (except only if and so far as
otherwise expressly provided in any paragraph) shall be separate and distinct
objects of the Company and shall not be in any way limited by reference to any
other paragraph or the order in which the same occur or the name of the Company.


5.       The liability of the members is limited.


                                       5
<PAGE>
6.       The share capital of the Company is (pound)100 divided into 100 shares
         of (pound)1 each with power to increase or to divide the shares in the
         capital of the Company for the time being into different classes having
         such rights, privileges and restrictions as to voting or otherwise as
         the Articles of Association may from time to time prescribe.(2)













 ................................................................................

(2)     By virtue of an ordinary resolution passed on 2 December 1997 the 2
        issued shares of (pound)1 each were subdivided into 8 ordinary shares of
        25p each, the 98 unissued but authorised shares of (pound)1 each were
        converted into redeemable preference shares of (pound)1 each and the
        authorised share capital of the Company was increased to (pound)50,000
        by the creation of 49,900 redeemable preference shares of (pound)1 each.

        By virtue of a special resolution passed on 16 December 1997 (approved
        by the shareholders of Reuters Holdings PLC on 19 January 1998) the
        authorised capital of the Company was increased to (pound)525,000,001 by
        the creation of 2,099,800,000 ordinary shares of 25 pence each and one
        Founders Share of (pound)1.

        The 49,998 redeemable preference shares of (pound)1 each were redeemed
        on [     ] 1998 and by operation of the articles of association of the
        Company were converted into 199,992 ordinary shares of 25 pence.



                                       6
<PAGE>
We, the persons whose names and addresses are subscribed hereafter are desirous
of being formed into a company in pursuance of this Memorandum and we
respectively agree to take the number of shares in the capital of the Company
set opposite our respective names.


Names, Addresses and Descriptions                    Number of Shares taken
of the Subscribers                                   by each Subscriber
------------------                                   ------------------

Chettleburgh's Limited                               One Ordinary Share
By Robert Stephen Kelford
a duly authorised Officer
Temple House
20 Holywell Row
London EC2A 4JB

Company Registration Agents


Chettleburgh International Limited                   One Ordinary Share
By Robert Stephen Kelford
a duly authorised Officer
Temple House
20 Holywell Row
London EC2A 4JB

Anglo-Japanese Consultants


Total Shares Taken                                   Two Ordinary Shares



Dated this 2nd day of December, 1996

Witness to the above signatures:

Roland John Chettleburgh
17 Downhall Close
Rayleigh
Essex
SS6 9LU

Company Registration Agent


                                       7
<PAGE>
No. 3296375



                        THE COMPANIES ACTS 1985 AND 1989

                              --------------------

                       A PUBLIC COMPANY LIMITED BY SHARES

                              --------------------



                             ARTICLES OF ASSOCIATION

                                       OF

                                REUTERS GROUP PLC


                          -----------------------------


<PAGE>
No. 3296375





                        THE COMPANIES ACTS 1985 AND 1989

                              --------------------

                       A PUBLIC COMPANY LIMITED BY SHARES

                              --------------------



                             ARTICLES OF ASSOCIATION

                                       OF

                                REUTERS GROUP PLC
      (adopted pursuant to a Special Resolution passed on 16 December 1997)

                          -----------------------------



<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

PRELIMINARY.................................................................................................1
<S>     <C>                                                                                               <C>

1.       Table A not to apply...............................................................................1

F.2      Definitions and Interpretation.....................................................................1

SHARE CAPITAL...............................................................................................5

3.       ...................................................................................................5

(A)      Amount of capital..................................................................................5

(B)      Rights attaching to shares.........................................................................5

VARIATION OF RIGHTS.........................................................................................6

F.4      ...................................................................................................6

(A)      Consents required for variation....................................................................6

(B)      When shares not a separate class...................................................................7

F.5      Rights  not varied by issue of further  shares or  permission  of  transfer  of  Uncertificated
         Shares; exception for Founders Share...............................................................7

ALTERATION OF SHARE CAPITAL.................................................................................7

F.6      Company may increase  capital;  Founders Share Company consent  required for creation of shares
         with voting rights not identical to those of Ordinary Shares.......................................7

F.7      ...................................................................................................8

(A)      Company may consolidate, cancel (other than the Founders Share) and subdivide shares...............8

(B)      Fractional entitlements to shares..................................................................8

F.8      Company may purchase its own shares (other than the Founders Share)................................9

F.9      Company may reduce its capital - exception regarding the Founders Share............................9

SHARES   ..................................................................................................10


                                       i
<PAGE>
F.10     ..................................................................................................10

(A)      Company may issue shares with  whatever  rights or  restrictions,  but Founders  Share  Company
         consent required for issue of shares not identical to Ordinary Shares.............................10

(B)      Directors may issue shares,  but Founders  Share Company  consent  required for issue of shares
         not identical to Ordinary Shares..................................................................10

11.      ..................................................................................................10

(A)      Section 80 authority for allotments of relevant securities........................................10

(B)      Disapplication of Section 89(1) (pre-emption) to allotments under Section 80 authority............10

12.      Company may pay commissions and brokerages........................................................12

13.      Company may recognise renunciations of allotments.................................................12

14.      Company not bound to recognise trusts of shares...................................................12

LIMITATION OF SHAREHOLDINGS................................................................................12

F.15     ..................................................................................................12

(A)      Definitions and interpretation....................................................................12

(B)      Part VI of the Act to apply, save as provided.....................................................13

(C)      Service of Restriction Notice on Relevant Person..................................................14

(D)      Disenfranchisement of shares under Restriction Notice.............................................15

(E)      Directors' power to make Required Disposal........................................................15

(F)      Manner of making Directors' Disposal..............................................................15

(G)      Relevant shares of multiple  holders or of certificated  and  Uncertificated  Shares to be sold
         pro rata in Directors' Disposal...................................................................15

(H)      Transfers, certificates and disposal of sale proceeds in Directors' Disposal......................16

(I)      Cesser of voting restrictions.....................................................................16

(J)      Directors' resolution as to a person being Relevant Person conclusive.............................17

(K)      Directors' resolution as to shares being shares of a Relevant Person conclusive...................17


                                       ii
<PAGE>
(L)      Notices under Regulation F.15 to be in writing....................................................17

(M)      No obligation to serve notice if address unknown..................................................17

(N)      Regulations on notices to apply...................................................................17

(O)      Service of notices on non-members.................................................................17

(P)      Directors' decisions conclusive...................................................................18

(Q)      Company register of share interests...............................................................18

(R)      Directors to inform other Directors regarding Relevant Persons....................................18

(S)      ADR Custodians and ADS holders....................................................................18

(T)      Rights issues and limitation of shareholdings.....................................................19

(U)      Underwriting of share issues and limitation of shareholdings......................................19

UNCERTIFICATED SHARES......................................................................................20

16.      ..................................................................................................20

(A)      Directors may permit shares to be a Participating Security........................................20

(B)      Shares may be changed from uncertificated to certificated form and vice versa.....................20

(C)      Uncertificated Shares are not a separate class....................................................20

(D)      Disapplication of inconsistent Regulations........................................................20

POWER OF SALE OF UNCERTIFICATED SHARES.....................................................................20

F.17     Powers of Company in respect of procuring sales of Uncertificated Shares..........................21

THE FOUNDERS SHARE.........................................................................................21

F.18     ..................................................................................................21

(A)      Founders Share may defeat resolution to vary or abrogate its rights...............................21

(B)      Deemed variations or abrogations of Founders Share rights.........................................22

(C)      Action without consent of Founders Share Company a deemed variation or abrogation.................22

F.19     ..................................................................................................22


                                      iii
<PAGE>
(A)      Definition and interpretation as regards "Control" of Company.....................................22

(B)      Directors  to inform  other  Directors  (and  Directors to inform  Founders  Share  Company) of
         attempts to gain Control..........................................................................23

(C)      Founders Share Control Notices....................................................................23

(D)      Rescission of Founders Share Control Notice.......................................................23

(E)      Voting rights of Founders Share whilst Founder Share Control Notice in force......................24

(F)      Founders Share Company decisions conclusive.......................................................24

F.20     ..................................................................................................24

(A)      Founders Share Company may requisition Extraordinary General Meetings.............................24

(B)      Directors to convene  requisitioned  meeting and circulate any statement of the Founders  Share
         Company...........................................................................................25

(C)      Founders Share Company may convene meeting if Directors in default................................25

(D)      Founders  Share  Company  may convene  Extraordinary  General  Meetings  while  Founders  Share
         Control Notice in force...........................................................................26

F.21     Founders Share Company may receive notice of and attend and speak at General Meetings.............26

F.22     ..................................................................................................27

(A)      Consultation between Directors and Reuter Trustees................................................27

(B)      Reuter Trustees entitled to receive reports from and make representations to the Directors........27

F.23     ..................................................................................................27

(A)      Company to reimburse Founders Share Company for expenses of Reuter Trustees.......................27

(B)      Company to fund or procure company  secretarial and administrative  services for Founders Share
         Company...........................................................................................28

SHARE CERTIFICATES.........................................................................................28

24.      Contents of share certificates....................................................................28


                                       iv
<PAGE>
25.      Certificates for joint holders....................................................................28

26.      Entitlement of members holding Certificated Shares to share certificates..........................28

27.      Entitlement to balancing certificates.............................................................28

28.      ..................................................................................................28

(A)      Entitlement to consolidating certificates.........................................................28

(B)      Directors may issue split certificates............................................................29

(C)      Replacement of damaged, lost or stolen certificates...............................................29

(D)      Requests for replacement certificates for joint holders...........................................29

29.      ..................................................................................................29

(A)      Entitlement to certificate for shares changed to Certificated Shares..............................29

(B)      No entitlement to certificate in respect of Uncertificated Shares.................................29

CALLS ON SHARES............................................................................................29

30.      Directors may make calls for amounts unpaid on shares.............................................29

31.      Obligation to pay calls...........................................................................30

32.      Interest on unpaid calls..........................................................................30

33.      Calls deemed to be made when so provided by terms of issue of shares..............................30

34.      Directors' discretion as to amounts and times of calls on issue of shares.........................30

35.      Directors may accept and pay interest on moneys in advance of calls...............................30

FORFEITURE AND LIEN........................................................................................31

36.      Directors may serve payment notice in respect of unpaid calls.....................................31

37.      Notice to provide for forfeiture of shares........................................................31

38.      Forfeiture of shares..............................................................................31

39.      Forfeited or surrendered share the property of the Company........................................31

40.      Ex-member to remain liable for moneys unpaid on forfeited shares..................................31


                                       v
<PAGE>
41.      Company to have lien on shares not fully paid.....................................................32

42.      Company's power of sale under lien................................................................32

43.      Application of sale proceeds......................................................................32

44.      Title to shares sold under lien or after forfeiture...............................................32

TRANSFER OF SHARES.........................................................................................33

45.      ..................................................................................................33

(A)      Requirements as to form of transfers of Certificated Shares.......................................33

(B)      Requirements as to transfers of Uncertificated Shares.............................................33

(C)      Transferor to remain holder until transfer actually registered....................................33

46.      Directors may suspend registration of transfers...................................................33

47.      ..................................................................................................33

(A)      Directors may refuse to register certain renunciations and transfers of Certificated Shares.......33

(B)      Directors  may refuse to register  transfers of  Certificated  Shares of more than one class of
         share, unstamped transfers or transfers unaccompanied by proof of transferor's title..............34

48.      ..................................................................................................34

(A)      Registration of transfers of Uncertificated Shares................................................34

(B)      Directors to notify refusals to register transfers of Uncertificated Shares.......................34

49.      Company may retain registered transfers...........................................................34

50.      No fee for registration of transfers or related documents.........................................34

51.      Company may destroy documents after certain periods...............................................35

TRANSMISSION OF SHARES.....................................................................................35

52.      Personal  representatives  of deceased  holders  entitled to shares but  liabilities  of estate
         continue..........................................................................................35

53.      ..................................................................................................36


                                       vi
<PAGE>
(A)      Registration of persons entitled to shares by operation of law....................................36

(B)      Registration of other persons.....................................................................36

(C)      Limitations apply to such transfers...............................................................36

54.      Entitlement to share rights  pending  registration  of persons  entitled to shares by operation
         of law............................................................................................36

UNTRACED SHAREHOLDERS......................................................................................36

55.      ..................................................................................................37

(A)      Company may sell shares of untraced holders after certain periods.................................37

(B)      Power of sale to extend to additional shares......................................................37

(C)      Procedures for exercise of power of sale..........................................................38

GENERAL MEETINGS...........................................................................................38

56.      Annual General Meetings to be held................................................................38

57.      Directors to convene Extraordinary General Meetings...............................................38

NOTICE OF GENERAL MEETINGS.................................................................................39

F.58     ..................................................................................................39

(A)      Periods of notice for General Meetings............................................................39

(B)      Determination of record date for serving notices of meetings......................................39

(C)      Accidental  non-delivery  of notice to or non-receipt of notice by any person (except  Founders
         Share Company) not to invalidate proceedings at meeting...........................................39

59.      ..................................................................................................40

(A)      Contents of notices of General Meetings...........................................................40

(B)      Notice of Annual General Meeting..................................................................40

(C)      Notices to identify special business..............................................................40

(D)      Determination of record date for entitlement to attend and vote at general meetings...............40

60.      Routine business of Annual General Meetings.......................................................40


                                      vii
<PAGE>
PROCEEDINGS AT GENERAL MEETINGS............................................................................41

61.      ..................................................................................................41

(A)      Chairmanship of General Meetings..................................................................41

(B)      Directors may attend and speak at General Meetings................................................41

F.62     ..................................................................................................41

(A)      Directors  may make  provision  for  persons  (other  than  Founders  Share  Company) to attend
         General Meetings at satellite venues..............................................................41

(B)      Discretion of Chairman to interrupt or adjourn General Meetings...................................42

(C)      Directors may arrange for persons to hear,  see and speak at General  Meetings by  audio-visual
         means.............................................................................................42

(D)      Validity of meetings if accommodation inadequate..................................................42

(E)      Rights of members to take part in General Meetings................................................43

F.63     ..................................................................................................43

(A)      Quorum for General Meetings.......................................................................43

(B)      Meetings where no quorum present..................................................................44

F.64     ..................................................................................................44

(A)      Adjournment of General Meetings...................................................................44

(B)      Chairman's power to adjourn in certain circumstances..............................................44

(C)      Business at adjourned General Meetings............................................................45

65.      Notice of adjournment not required................................................................45

66.      Amendments to resolutions.........................................................................45

F.67     Votes by show of hands unless poll demanded and requisitionists required for poll.................45

68.      ..................................................................................................46

(A)      Withdrawal of demand for poll.....................................................................46

(B)      Procedure for polls...............................................................................46


                                      viii
<PAGE>
69.      Chairman to have casting vote.....................................................................47

F.70     Arrangements for security of General Meetings.....................................................47

VOTES OF MEMBERS...........................................................................................47

71.      Votes on show of hands and on polls...............................................................47

72.      Votes of joint holders............................................................................47

73.      Votes by receivers and others on behalf of members suffering from mental disorder.................48

F.74     ..................................................................................................48

(A)      No members to vote if sums unpaid on shares.......................................................48

(B)      Direction  Notices to members and others not entitled to vote because in default  under Section
         212...............................................................................................48

(C)      Cesser of effect of Direction Notices.............................................................49

(D)      Direction Notices and depositaries................................................................50

(E)      Obligations of depositary under Direction Notice..................................................50

(F)      Interpretation of Regulation F.74.................................................................50

(G)      Saving for Directors powers under Section 216.....................................................51

F.75     Founders  Share Company may require  Directors to serve Section 212 notice or Direction  Notice
         or to apply to Court under Section 216............................................................51

F.76     Objections  to  admissibility  of votes to be raised only at the relevant  meeting - saving for
         votes of Founders Share...........................................................................51

F.77     Votes on a poll may be given personally or by proxy...............................................52

F.78     Proxy need not be a member........................................................................52

F.79     Requirements as to form of appointment of proxy...................................................52

80.      Procedure for appointment of proxy................................................................52

81.      Proxy may join in demand for poll but not otherwise speak at meeting..............................53

82.      Validity of votes by proxies......................................................................53

                                       ix
<PAGE>
CORPORATIONS ACTING BY REPRESENTATIVES.....................................................................53

F.83     ..................................................................................................53

(A)      Requirements for appointment of representative by corporation.....................................53

(B)      Representatives of Founders Share Company.........................................................53

(C)      Powers of representatives of corporations.........................................................54

DIRECTORS..................................................................................................54

84.      Number of Directors...............................................................................54

85.      No share qualification - Directors may attend and speak at General Meetings.......................54

86.      Remuneration of non-executive Directors...........................................................54

87.      Executive Directors - numbers and remuneration....................................................54

88.      Directors' expenses...............................................................................55

89.      ..................................................................................................55

(A)      Powers to give pensions to Directors..............................................................55

(B)      Power to arrange Directors and Officers insurance.................................................55

90.      Directors  may be  interested  in  contracts  with the Company and in  companies  party to such
         contracts.........................................................................................55

91.      ..................................................................................................56

(A)      Directors may appoint Managing Director...........................................................56

(B)      Appointment as Managing Director to cease with Directorship.......................................56

(C)      Appointment to any other  executive  office not to cease with  Directorship  unless contract so
         provides..........................................................................................56

92.      Directors may delegate powers to executive Directors..............................................56

APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS...........................................................56

93.      Section 293 to apply to the Company...............................................................57

94.      Vacation of office as Director:...................................................................57


                                       x
<PAGE>
95.      Directors to retire by rotation...................................................................57

96.      Which Directors to retire.........................................................................58

97.      Appointment of Directors by Company...............................................................58

98.      Resolutions to appoint two or more Directors to be subject to consent of General Meeting..........58

99.      Notice of candidature for Directorship............................................................58

100.     Company may remove and replace Directors by Ordinary Resolution...................................59

101.     Company and Directors may fill casual vacancies and appoint additional Directors..................59

ALTERNATE DIRECTORS........................................................................................60

102.     ..................................................................................................60

(A)      Directors may appoint alternates..................................................................60

(B)      Alternateships to determine with Directorship of appointor........................................60

(C)      Rights and powers of alternates...................................................................60

(D)      Alternates may be interested in contracts, be paid expenses and be indemnified....................60

MEETINGS AND PROCEEDINGS OF DIRECTORS......................................................................61

103.     ..................................................................................................61

(A)      Directors may meet and regulate proceedings - determining resolutions.............................61

(B)      Directors may summon meetings of Directors........................................................61

104.     Quorum for Directors' meetings....................................................................61

105.     Questions to be determined by majority voting.....................................................61

106.     ..................................................................................................61

(A)      Directors' interests in contracts - general prohibition on voting.................................61

(B)      Exceptions to prohibition on voting...............................................................61

(C)      Directors voting on executive appointments........................................................63


                                       xi
<PAGE>
(D)      Chairman to rule on materiality of a Director's interest..........................................63

(E)      Directors to resolve as to the materiality of a Chairman's interest...............................63

(F)      Interests of the appointor of an alternate to be treated as the interests of the alternate........63

107.     Directors may act notwithstanding vacancies - limited powers if below minimum number..............63

108.     ..................................................................................................64

(A)      Chairmanship of Directors.........................................................................64

(B)      Rights of Deputy Chairmen to act..................................................................64

109.     ..................................................................................................64

(A)      Resolutions of Directors in writing...............................................................64

(B)      Form of written resolutions.......................................................................65

(C)      Powers of alternates as to written resolutions....................................................65

(D)      Resolutions in writing by committees..............................................................65

(E)      Service on Directors of resolutions to be passed in writing.......................................66

F.110    Directors may delegate to committees..............................................................66

111.     Meetings and proceedings of committees............................................................66

112.     ..................................................................................................66

(A)      Validity of acts of Directors or committees.......................................................66

(B)      Participation in meetings by audio-visual means...................................................67

BORROWING POWERS...........................................................................................67

113      ..................................................................................................67

(A)      Directors may exercise borrowing powers of Company................................................67

(B)      Limit on exercise of borrowing powers.............................................................67

(C)      Definition of "Adjusted Capital and Reserves".....................................................68


                                      xii
<PAGE>
(D)      Interpretation of Regulation 113..................................................................69

POWERS AND DUTIES OF DIRECTORS.............................................................................71

F.114    Directors to observe Reuter Trust Principles......................................................71

115.     Business and powers of Company to be managed and exercised by Directors...........................72

116.     Non-limitation of Regulation 115 powers by other authorities or powers............................72

117.     Directors may establish local boards or agencies..................................................72

118.     Directors may appoint attorneys...................................................................73

119.     Directors may elect a President of the Company....................................................73

120.     Mode of signing cheques and other instruments.....................................................73

REGISTERS..................................................................................................73

121.     ..................................................................................................73

(A)      Entries on Registers of numbers of Uncertificated Shares and Certificated Shares..................73

(B)      Directors may keep branch Registers...............................................................73

SECRETARY..................................................................................................74

122.     Directors to appoint and may remove Secretary; Joint Secretaries and Assistant Secretaries........74

THE SEAL ..................................................................................................74

123.     ..................................................................................................74

(A)      Directors' authority required for use of Seal and any Securities Seal.............................74

(B)      Mode of affixing Seal and Securities Seal.........................................................74

(C)      Signing of sealed documents.......................................................................74

(D)      Use of Securities Seal............................................................................74

(E)      Execution of Deeds not under Seal.................................................................74

(F)      Deeds to be authorised by Directors...............................................................75


                                      xiii
<PAGE>
124.     Company may provide for an official seal for use abroad...........................................75

AUTHENTICATION OF DOCUMENTS................................................................................75

125.     Procedure for and manner of authentication of documents...........................................75

RESERVES ..................................................................................................75

126.     Directors may create reserves.....................................................................75

DIVIDENDS..................................................................................................76

127.     Company may declare dividends not exceeding Directors' recommendation.............................76

128.     Directors may declare and pay fixed and interim dividends.........................................76

F.129    ..................................................................................................76

(A)      Dividends to be paid pro rata to amounts paid on shares...........................................76

(B)      Directors may pay dividends to ADR Custodians in currencies other than sterling...................76

130.     Distributable reserves............................................................................77

131.     Pre-acquisition profits distributable.............................................................77

132.     No dividends to bear interest against the Company.................................................77

133.     ..................................................................................................77

(A)      Directors may make deductions from dividends......................................................77

(B)      Directors  may retain  dividends  on shares of persons  entitled  by  operation  of law pending
         registration......................................................................................77

134.     Waivers of Dividends..............................................................................77

135.     ..................................................................................................78

(A)      Returned or uncashed dividends....................................................................78

(B)      Directors not trustees of unclaimed dividends.....................................................78

F.136    Directors may pay dividends in kind...............................................................78

137.     ..................................................................................................78

                                      xiv
<PAGE>
(A)      Delivery of dividends and other payments..........................................................78

(B)      Payments in respect of shares.....................................................................79

(C)      Payment of foreign currency dividends to ADR Custodians...........................................79

138.     Receipts for dividends to joint holders...........................................................80

F.139    Dividend resolution may specify record date at any time...........................................80

CAPITALISATION OF PROFITS AND RESERVES.....................................................................80

140.     Directors may make capitalisation issues of shares................................................80

SCRIP DIVIDENDS............................................................................................81

141.     ..................................................................................................81

(A)      Directors may offer shares in lieu of dividends with authority of Ordinary Resolution.............81

(B)      Period and other terms of authority for scrip dividends...........................................81

(C)      Offer to be communicated to shareholders..........................................................81

(D)      Number of shares to which shareholders entitled...................................................81

(E)      No fractional entitlements........................................................................82

(F)      Directors may capitalise profits and reserves for issue of scrip dividends........................82

(G)      Scrip dividend shares to rank pari passu with existing shares.....................................82

(H)      Directors may determine terms and conditions of offers of scrip dividends.........................83

ACCOUNTS ..................................................................................................83

142.     Accounting records to be kept at Office; members' right of inspection.............................83

143.     Balance sheets and profit and loss accounts to be sent to members and others......................83

AUDITORS ..................................................................................................83

144.     Validity of acts of Auditors......................................................................84

145.     Auditors entitled to notice of and to attend and be heard at General Meetings.....................84

NOTICES  ..................................................................................................84


                                       xv
<PAGE>
F.146    Mode of delivery of notices; when notices deemed delivered........................................84

147.     Transferees  and  persons  entitled by  operation  of law bound by notices in respect of shares
         pending registration..............................................................................85

148.     Notices to joint holders..........................................................................85

149.     Persons  entitled  following  death or  bankruptcy  entitled  to  delivery  of notices  pending
         registration......................................................................................85

150.     No entitlement to receipt of notices outside the United Kingdom...................................85

151.     Notices of General Meetings by advertisement......................................................85

152.     Serving for statutory requirements................................................................86

WINDING UP.................................................................................................86

F.153    Directors may petition court for winding up with consent of Founders Share Company................86

154.     Directors may distribute assets in kind on a winding up...........................................86

INDEMNITY..................................................................................................86

155.     Directors and Officers entitled to indemnity......................................................86

THE REUTERS NEWS SERVICES..................................................................................87

F.156    Entitlement of certain members to receive Reuters News Services...................................87

</TABLE>





                                      xvi
<PAGE>
 No. 3296375

                        THE COMPANIES ACTS 1985 AND 1989

                              --------------------

                       A PUBLIC COMPANY LIMITED BY SHARES

                              --------------------


                             ARTICLES OF ASSOCIATION

                                       OF

                                REUTERS GROUP PLC
      (adopted pursuant to a Special Resolution passed on 16 December 1997)


                          -----------------------------


                                   PRELIMINARY


1.       TABLE A NOT TO APPLY

         The regulations in Table A in the Companies (Tables A to F) Regulations
         1985 shall not apply to the Company.


F.2      DEFINITIONS AND INTERPRETATION

         (I)      In these Regulations (if not inconsistent with the subject or
                  context) the words and expressions set out in the first column
                  below shall bear the meanings set opposite to them
                  respectively:-

                    the Act               The Companies Act 1985.

                    ADR                   Custodian a custodian (or depositary),
                                          approved by the Company, under
                                          arrangements whereby such custodian
                                          (or depositary) holds shares in the
                                          Company and either itself or some
                                          other person issues American
                                          Depositary Receipts evidencing
                                          American Depositary Shares which
                                          represent such shares in the Company
                                          (or evidence of a right to receive the
                                          same).

                    Certificated          Share a share which is recorded in the
                                          Register as being held in certificated
                                          form.

                    the Company           Reuters Group PLC


                                       1
<PAGE>
                    the Deed of Mutual      the Deed of Mutual Covenant referred
                    Covenant                to in Clause 4(16) of the Memorandum
                                            of Association as amended from time
                                            to time.

                    Director                a Director for the time being of the
                                            Company.

                    F Regulation            any of these Regulations to the
                                            number of which the letter "F" is
                                            prefixed.

                    the Founders Share      the Founders Share of (pound)1 of
                                            the Company.

                    the Founders Share    
                    Company                 Reuters Founders Share Company
                                            Limited in its capacity as the
                                            holder of the Founders Share.

                    in writing              written or produced by any
                                            reasonably durable substitute for
                                            writing or partly one and partly
                                            another.

                    month                   calendar month.

                    the Office              the registered office of the Company
                                            from time to time.


                    Operator                has the meaning given to that
                                            expression in the Uncertificated
                                            Securities Regulations.

                    Ordinary Shares         the ordinary shares of 25p each of
                                            the Company.

                    Paid                    paid or credited as paid.

                    Participating Issuer    participating issuer, as defined in
                                            the Uncertificated Securities
                                            Regulations.

                    Participating         
                    Security                a share or class of shares or a
                                            renounceable right of allotment of a
                                            share, title to which is permitted
                                            to be transferred by means of a
                                            Relevant System in accordance with
                                            the Uncertificated Securities
                                            Regulations.

                    Register                Unless the context otherwise
                                            requires, the register of members
                                            kept pursuant to section 352 of the
                                            Act and any register maintained by
                                            the Company of persons holding any
                                            renounceable right of allotment of a
                                            share

                    Relevant System         relevant system, as defined in the
                                            Uncertificated Securities
                                            Regulations.

                    Reuters News          
                    Services                any news services which may from
                                            time to time be supplied by Reuters.


                                       2
<PAGE>
                    Reuters                 the Company and every subsidiary
                                            undertaking of the Company from time
                                            to time supplying news services.

                    the Reuters Group       the Company and its subsidiary
                                            undertakings from time to time.

                    the Reuter Trustees     the members and directors from time
                                            to time of the Founders Share
                                            Company.

                    Seal                    the Common Seal of the Company.

                    Securities              Seal an official seal kept by the
                                            Company by virtue of section 40 of
                                            the Act.

                    the Statutes            the Act and every act and
                                            subordinate legislation (including,
                                            but not limited to, the
                                            Uncertificated Securities
                                            Regulations) from time to time in
                                            force concerning companies (whether
                                            or not a company within the meaning
                                            of the Act) and affecting the
                                            Company.

                    these Regulations       these articles of association as
                                            amended from time to time.

                    the London Stock        London Stock Exchange Limited.
                    Exchange

                    the Transfer Office     the place where the Register is
                                            situate from time to time.

                    the Uncertificated    
                    Securities            
                    Regulations             the Uncertificated Securities
                                            Regulations 1995 (S.I. 1995 no.
                                            3272) including any modification
                                            thereof or any regulations in
                                            substitution therefor made under
                                            section 207 of the Companies Act
                                            1989 and for the time being in
                                            force.


                    Uncertificated Share    a share title to which is recorded
                                            in the Register as being held in
                                            uncertificated form and title to
                                            which may, by virtue of the
                                            Uncertificated Securities
                                            Regulations, be transferred by means
                                            of a Relevant System.

                    the United Kingdom      Great Britain and Northern Ireland.

                    year                    calendar year.


                                       3
<PAGE>
      (II)  In these Regulations (if not inconsistent with the subject or
            context):-

            (A)   The expression "Employees' Share Scheme" shall have the
                  meaning given to it by section 743 of the Act;

            (B)   The word "Secretary" shall include any person appointed by the
                  Directors to perform any of the duties of the Secretary, and
                  where two or more persons are appointed to act as Joint
                  Secretaries shall include any one or more of those persons;

            (C)   The expression "debenture" shall include debenture stock;

            (D)   The expressions "recognised clearing house" and "recognised
                  investment exchange" shall mean any clearing house or
                  investment exchange (as the case may be) granted recognition
                  under the Financial Services Act 1986;

            (E)   The word "company" shall include any body corporate
                  incorporated or registered in any part of the world and the
                  expressions "subsidiary undertaking" and "parent undertaking"
                  shall have the respective meanings given to them by section
                  258 of the Act;

            (F)   Such of the provisions of these Regulations as apply to
                  paid-up shares shall apply to stock, and the words "share" and
                  "shareholder" shall be construed accordingly;

            (G)   Words denoting the singular shall include the plural and
                  vice-versa; words denoting the masculine gender shall include
                  the feminine gender; and words denoting persons shall include
                  bodies corporate; and

            (H)   Any reference to any statute or statutory provision shall be
                  construed as including a reference to any statutory
                  modification or re-enactment thereof from time to time in
                  force.

            (I)   For the purposes of these Regulations, references to a
                  Relevant System shall be deemed to relate to the Relevant
                  System on which the particular share or class of shares or
                  renounceable right of allotment of a share concerned in the
                  capital of the Company is a Participating Security for the
                  time being and any references in these Regulations to the
                  giving of an instruction by means of a Relevant System shall
                  be deemed to relate to a properly authenticated dematerialised
                  instruction given in accordance with the Uncertificated
                  Securities Regulations. Such instructions shall only be given
                  to the extent:

            (i)   permitted by the Uncertificated Securities Regulations;


                                       4
<PAGE>
            (ii)  permitted by and practicable under the rules and practices
                  from time to time of the Operator of the Relevant System; and

            (iii) practicable under and in accordance with the facilities and
                  requirements of the Relevant System.

            (J)   The headings in these Regulations do not affect the
                  interpretation of these Regulations.

      (III)  Subject as aforesaid or as otherwise expressly provided by these
             Regulations any words or expressions defined in the Act or in the
             Uncertificated Securities Regulations shall (if not inconsistent
             with the subject or context) bear the same meanings in these
             Regulations.

      (IV)   The written consent of the Founders Share Company shall be deemed
             to have been given for any of the purposes of these Regulations if,
             and only if, a certificate signed on behalf of the Founders Share
             Company by not less than two of the Reuter Trustees shall have been
             received at the Office confirming that a resolution giving the
             consent in question has been duly passed at a meeting of the Reuter
             Trustees (in their capacity as directors of the Founders Share
             Company).

      (V)    A Special or Extraordinary Resolution shall be effective for any
             purpose for which an Ordinary Resolution is expressed to be
             required under any provision of these Regulations.

             
                                  SHARE CAPITAL


3.    .

      (A)    AMOUNT OF CAPITAL

             The share capital of the Company is (pound)525,000,001 divided into
             2,100,000,000 Ordinary Shares of 25p each and one Founders Share of
             (pound)1.

      (B)    RIGHTS ATTACHING TO SHARES

             The rights, as regards participation in the profits and assets of
             the Company, respectively attaching to the above-mentioned shares,
             shall be as follows:-

            (1)   Subject to any special rights which may be attached to any
                  other class of shares and to the provisions of the Statutes,
                  the profits of the Company available for distribution and
                  resolved to be distributed shall be distributed by way of
                  dividend among the holders of the Ordinary Shares rateably
                  according to the number of shares held by them respectively;

                                       5
<PAGE>
            (2)   On a return of assets on a winding-up, the assets of the
                  Company available for distribution among the members shall be
                  applied, subject to any provision made under section 719 of
                  the Act and any special rights which may be attached to any
                  other class of shares, in repaying to the holders of the
                  Founders Share and the Ordinary Shares rateably according to
                  the number of shares held by them respectively (save that the
                  Founders Share shall for this purpose count as four shares)
                  the amounts paid up on such shares, and subject thereto shall
                  belong to and be distributed among the holders of the Ordinary
                  Shares rateably according to the number of such shares held by
                  them respectively; and

            (3)   The Founders Share shall carry no right to receive any of the
                  profits of the Company available for distribution by way of
                  dividend or otherwise.


                               VARIATION OF RIGHTS

F.4   .

      (A)   CONSENTS REQUIRED FOR VARIATION

            Whenever the share capital of the Company is divided into different
            classes of shares, the special rights attached to any class may,
            subject to the provisions of the Statutes, be varied or abrogated
            either with the consent in writing of the holders of three-quarters
            in nominal value of the issued shares of the class or with the
            sanction of an Extraordinary Resolution passed at a separate General
            Meeting of the holders of the shares of the class (but not
            otherwise) and may be so varied or abrogated either whilst the
            Company is a going concern or during or in contemplation of a
            winding-up but so that the rights attached to the Founders Share
            shall not be capable of being varied or abrogated in any respect
            whatsoever without the prior written consent of the Founders Share
            Company. To every such separate General Meeting all the provisions
            of these Regulations relating to General Meetings of the Company and
            to the proceedings thereat shall apply, except that the necessary
            quorum shall be two persons at least holding or representing by
            proxy at least one-third in nominal value of the issued shares of
            the class (but that at any adjourned meeting any holder of shares of
            the class present in person or by proxy shall be a quorum) and that
            any holder of shares of the class present in person or by proxy may
            demand a poll and that every such holder shall, subject as otherwise
            provided by these Regulations, on a poll have one vote for every
            share of the class held by him. The foregoing provisions of this
            Regulation shall, subject to paragraph (B) below, apply to the
            variation or abrogation of the special rights attached to some only
            of the shares of any class as if each group of shares of the class
            differently treated formed a separate class the special rights
            whereof are to be varied.


                                       6
<PAGE>
      (B)   WHEN SHARES NOT A SEPARATE CLASS

            Shares of a class shall not be treated as forming a separate class
            from other shares of that class merely because any of the following
            apply to them:-

            (1)   the restrictions set out in section 454 of the Act;

            (2)   suspension of voting rights or rights to receive dividends or
                  other distributions pursuant to these Regulations;

            (3)   any requirement pursuant to these Regulations that a person
                  dispose of such shares or any interest in them;

            (4)   any provisions of these Regulations enabling the Directors to
                  dispose of such shares or requiring the Directors not to
                  register transfers of such shares;

            (5)   they are enabled or permitted in accordance with the
                  Uncertificated Securities Regulations to become a
                  Participating Security, or cease to be a Participating
                  Security; or

            (6)   any shares of that class are from time to time held in
                  uncertificated form.


F.5   RIGHTS NOT VARIED BY ISSUE OF FURTHER SHARES OR PERMISSION OF TRANSFER OF
      UNCERTIFICATED SHARES; EXCEPTION FOR FOUNDERS SHARE

      The special rights attached to any class of shares having preferential
      rights shall not unless otherwise expressly provided by the terms of issue
      thereof be deemed to be varied by the creation or issue of further shares
      ranking as regards participation in the profits or assets of the Company
      in some or all respects pari passu therewith but in no respect in priority
      thereto, or by the Company permitting, in accordance with the
      Uncertificated Securities Regulations, the holding and transfer of shares
      of any class in uncertificated form by means of a Relevant System. The
      special rights attached to the Founders Share shall be deemed to be varied
      by the creation or issue of any further Founders Share.


                           ALTERATION OF SHARE CAPITAL

F.6   COMPANY MAY INCREASE CAPITAL; FOUNDERS SHARE COMPANY CONSENT REQUIRED FOR
      CREATION OF SHARES WITH VOTING RIGHTS NOT IDENTICAL TO THOSE OF ORDINARY 
      SHARES

      The Company may from time to time by Ordinary Resolution increase its
      capital by such sum to be divided into shares of such amounts as the
      resolution shall prescribe. All new shares created on any such increase of
      capital shall be subject to the provisions of the Statutes and of these
      Regulations with reference to allotment, payment of calls, lien, transfer,
      transmission, forfeiture and otherwise. No such new share shall, without
      the prior written consent of the Founders Share Company, have attached


                                       7
<PAGE>
      thereto (either at the time of the creation thereof or at any subsequent
      time) any rights in respect of voting which are not identical in all
      respects with those attached to the Ordinary Shares.


F.7   .
      (A)   COMPANY MAY CONSOLIDATE, CANCEL (OTHER THAN THE FOUNDERS SHARE) AND
            SUBDIVIDE SHARES

            The Company may by Extraordinary Resolution:-

            (1)   Consolidate and divide all or any of its capital (other than
                  the Founders Share) into shares of larger amounts than its
                  existing shares;

            (2)   Cancel any shares (other than the Founders Share) which, at
                  the date of the passing of the resolution, have not been
                  taken, or agreed to be taken, by any person and diminish the
                  amount of its capital by the amount of the shares so
                  cancelled;

            (3)   Sub-divide its shares, or any of them (other than the Founders
                  Share), into shares of smaller amount than is fixed by the
                  Memorandum of Association (subject nevertheless to the
                  provisions of the Statutes), and so that the resolution
                  whereby any share is sub-divided may determine that, as
                  between the holders of the shares resulting from such
                  sub-division, one or more of the shares may, as compared with
                  the others, have any such preferred, deferred or other special
                  rights, or be subject to any such restrictions, as the Company
                  has power to attach to unissued or new shares.

      (B)   FRACTIONAL ENTITLEMENTS TO SHARES

            If, as the result of consolidation and division or sub-division of
            shares, members become entitled to fractions of a share, the
            Directors may on behalf of the members deal with the fractions as
            they think fit. In particular, the Directors (treating holdings of
            the same member or members of Certificated Shares and Uncertificated
            Shares of the same class as if they were separate holdings, unless
            the Directors otherwise determine) may:

            (i)   sell fractions of a share to a person (including, subject to
                  the Statutes, to the Company) for the best price reasonably
                  obtainable and distribute the net proceeds of sale in due
                  proportion amongst the persons entitled (except that if the
                  amount due to a person is less than(pound)3, or such other sum
                  as the board may decide, the sum may be retained for the
                  benefit of the Company). To give effect to a sale the
                  Directors may authorise a person to execute an instrument of
                  transfer of Certificated Shares or, in respect of
                  Uncertificated Shares, the Directors may exercise any of the


                                       8
<PAGE>
                  powers conferred on the Company by Regulation F.17 to effect
                  transfer of the shares to the purchaser or his nominee, and
                  may cause the name of the purchaser or his nominee to be
                  entered in the Register as the holder of the shares. The
                  purchaser is not bound to see to the application of the
                  purchase money and the title of the transferee to the shares
                  is not affected by an irregularity or invalidity in the
                  proceedings connected with the sale; or

            (ii)  subject to the Statutes, issue to a member credited as fully
                  paid by way of capitalisation the minimum number of shares
                  required to round up his holding of shares to a number which,
                  following consolidation and division or sub-division, leaves a
                  whole number of shares (such issue being deemed to have been
                  effected immediately before consolidation or sub-division, as
                  the case may be). The amount required to pay up those shares
                  may be capitalised as the Directors think fit out of amounts
                  standing to the credit of reserves (including a share premium
                  account, capital redemption reserve and profit and loss
                  account), whether or not available for distribution, and
                  applied in paying up in full the appropriate number of shares.
                  A resolution of the Directors capitalising part of the
                  reserves has the same effect as if the capitalisation had been
                  declared by ordinary resolution of the Company pursuant to
                  Regulation 140. In relation to the capitalisation the board
                  may exercise all the powers conferred on it by Regulation 140
                  without an ordinary resolution of the Company.

F.8   COMPANY MAY PURCHASE ITS OWN SHARES (OTHER THAN THE FOUNDERS SHARE)

      Subject to the provisions of the Statutes the Company may purchase, or
      enter into a contract under which it may become entitled or obliged to
      purchase, any of its own shares (including any redeemable shares) other
      than the Founders Share. Every contract for the purchase by the Company
      of, or under which it may become entitled or obliged to purchase, its own
      shares shall, in addition to such authorisation as may be required by the
      Statutes, be sanctioned by an Extraordinary Resolution passed at a
      separate General Meeting of the holders of each class of shares in issue
      convertible into equity share capital of the Company.


F.9   COMPANY MAY REDUCE ITS CAPITAL - EXCEPTION REGARDING THE FOUNDERS SHARE

      The Company may reduce its share capital or any capital redemption
      reserve, share premium account or other undistributable reserve in any
      manner and with and subject to any incident authorised and consent
      required by law but this Regulation shall not apply in any way whatsoever
      to the Founders Share.

                                       9
<PAGE>
                                     SHARES


F.10  .

      (A)   COMPANY MAY ISSUE SHARES WITH WHATEVER RIGHTS OR RESTRICTIONS, BUT 
            FOUNDERS SHARE COMPANY CONSENT REQUIRED FOR ISSUE OF SHARES NOT 
            IDENTICAL TO ORDINARY SHARES

            Subject as otherwise provided by these Regulations and without
            prejudice to the rights attached to any shares or class of shares
            from time to time issued, any share in the Company may be issued
            with or have attached thereto such preferred, deferred or other
            special rights, or be issued subject to or have attached such
            restrictions, whether as regards dividend, return of capital or
            otherwise, as the Company may from time to time by Ordinary
            Resolution determine (or, in the absence of any such determination,
            as the Directors may determine) and subject to the provisions of the
            Statutes the Company may issue any shares which are, or at the
            option of the Company or the holders are liable, to be redeemed
            Provided always that, without the prior written consent of the
            Founders Share Company, no share shall be capable of being issued
            having attached thereto any rights which are not identical in all
            respects with those attached to the Ordinary Shares.

      (B)   DIRECTORS MAY ISSUE SHARES, BUT FOUNDERS SHARE COMPANY CONSENT
            REQUIRED FOR ISSUE OF SHARES NOT IDENTICAL TO ORDINARY SHARES

            Subject to the provisions of the Statutes, of these Regulations and
            of any resolution of the Company in general meeting passed pursuant
            thereto, all unissued shares shall be at the disposal of the
            Directors and they may allot (with or without conferring a right of
            renunciation), grant options over or otherwise dispose of them to
            such persons, at such times and on such terms as they think proper.
            Provided always that, without the prior written consent of the
            Founders Share Company, the Directors shall not allot, grant any
            option over or otherwise dispose of any share having attached
            thereto any rights in respect of voting which are not identical in
            all respects with those attached to the Ordinary Shares.


11.   .

      (A)   SECTION 80 AUTHORITY FOR ALLOTMENTS OF RELEVANT SECURITIES

            The Directors have general and unconditional authority, pursuant to
            section 80 of the Act, to exercise all powers of the Company to
            allot relevant securities up to an aggregate nominal amount equal to
            the section 80 amount, for each prescribed period.

      (B)   DISAPPLICATION OF SECTION 89(1) (PRE-EMPTION) TO ALLOTMENTS UNDER 
            SECTION 80 AUTHORITY

                                       10
<PAGE>
            The Directors have general power for each prescribed period to allot
            equity securities pursuant to the authority conferred by paragraph
            (A) above:

            (1)   in connection with a rights issue; and

            (2)   up to an aggregate nominal amount equal to the section 89
                  amount otherwise than in connection with a rights issue;

            as if section 89(1) of the Act does not apply to any such allotment.

      (C)   By the authority and power conferred by paragraphs (A) and (B)
            above, the board may during a prescribed period make an offer or
            agreement which would or might require equity securities or other
            relevant securities to be allotted after the prescribed period and
            may allot securities in pursuance of that offer or agreement.

      (D)   In this Regulation:

            (1)   "PRESCRIBED PERIOD" means any period for which the authority
                  conferred by paragraph (A) above is given by ordinary or
                  special resolution stating the section 80 amount and/or the
                  power conferred by paragraph (B) above is given by special
                  resolution stating the section 89 amount;

            (2)   "rights issue" means an offer of equity securities open for
                  acceptance for a period fixed by the Directors to holders of
                  equity securities on the Register on a fixed record date in
                  proportion to their respective holdings of such securities or
                  in accordance with the rights attached thereto (but subject to
                  such exclusions or other arrangements as the Directors may
                  deem necessary or expedient in relation to fractional
                  entitlements or legal or practical problems under the laws of,
                  or the requirements of any recognised regulatory body or any
                  stock exchange in, any territory);

            (3)   "section 80 amount" means for any prescribed period, the
                  amount stated in the relevant ordinary or special resolution
                  or, in either case, another amount fixed by resolution of the
                  Company;

            (4)   "section 89 amount" means for any prescribed period, the
                  amount stated in the relevant special resolution;

            (5)   the nominal amount of securities is, in the case of rights to
                  subscribe for or convert any securities into shares of the
                  Company, the nominal amount of shares which may be allotted
                  pursuant to those rights.

                                       11
<PAGE>
12.   COMPANY MAY PAY COMMISSIONS AND BROKERAGES

      The Company may exercise the powers of paying commissions conferred by the
      Statutes to the full extent thereby permitted. The Company may also on any
      issue of shares pay such brokerage as may be lawful.


13.   COMPANY MAY RECOGNISE RENUNCIATIONS OF ALLOTMENTS

      The Directors may at any time after the allotment of any share but before
      any person has been entered in the Register as the holder recognise a
      renunciation thereof by the allottee in favour of some other person and
      may accord to any allottee of a share a right to effect such renunciation
      upon and subject to such terms and conditions as the Directors may think
      fit to impose.


14.   COMPANY NOT BOUND TO RECOGNISE TRUSTS OF SHARES

      Except as required by law, or pursuant to any of the provisions of these
      Regulations, no person shall be recognised by the Company as holding any
      share upon any trust, and the Company shall not be bound by or compelled
      in any way to recognise any equitable, contingent, future or partial
      interest in any shares, or any interest in any fractional part of a share,
      or (except only as by these Regulations or by law otherwise provided) any
      other right in respect of any share, except an absolute right to the
      entirety thereof in the registered holder.


                           LIMITATION OF SHAREHOLDINGS

F.15  .

      (A)   DEFINITIONS AND INTERPRETATION

            In this Regulation and subject as hereinafter provided:-

            (1)   except in paragraphs (J), (K) and (Q) below, references to
                  Part VI of and to sections of the Act are references to the
                  same as in force at 11 April 1995 notwithstanding any later
                  repeal, amendment or re-enactment thereof;

            (2)   an "Included Interest" means an interest referred to in
                  section 209(1)(a) of the Act except that of a bare trustee
                  under the law of England or of a simple trustee under the law
                  of Scotland or any analogous interest arising under the law of
                  any other jurisdiction;

            (3)   a person shall be treated as having an interest in shares and
                  as being interested in them whenever in accordance with Part
                  VI of the Act he would be taken either to have an interest or
                  to be interested in them for the purposes of sections 198 to
                  202 of the Act save that any Included Interest shall be taken
                  into account for all purposes instead of being disregarded and

                                       12
<PAGE>
                  save that section 203(3) of the Act shall be taken to read as
                  follows:-

                        "Where a person is entitled to exercise or control the
                        exercise of or is deemed by this subsection to be able
                        to exercise (in aggregate) one half or more of the
                        voting power at general meetings of a body corporate and
                        that body corporate is entitled to exercise or control
                        the exercise of any of the voting power at general
                        meetings of another body corporate ("the effective
                        voting power"), then, for the purposes of subsection
                        (2)(b) above and this subsection, the effective voting
                        power shall be deemed to be exercisable by that
                        person.";

            (4)   "Relevant Person" means any person who is interested in 15 per
                  cent. or more of the issued shares of any class of the
                  Company, other than the Founders Share, provided that, for the
                  purpose of calculating whether or not any person is interested
                  in 15 per cent. or more of the issued shares of any class of
                  the Company, holdings of Certificated Shares and
                  Uncertificated Shares of such class in which such person is
                  interested shall be aggregated;

            (5)   "Relevant Shares" means shares of the Company in which a
                  Relevant Person is interested; and

            (6)   "Required Disposal" means a disposal of such number and class
                  of Relevant Shares as will cause a Relevant Person to cease to
                  be a Relevant Person.

      (B)   PART VI OF THE ACT TO APPLY, SAVE AS PROVIDED

            Without prejudice to the Statutes, the Company, its members and all
            persons interested in issued shares of the Company shall have the
            rights and obligations provided for in Part VI of the Act save
            that:-

            (1)   Included Interests shall not be disregarded;

            (2)   a person shall be subject to such obligations notwithstanding
                  that he is outside the United Kingdom and that the event
                  giving rise to an obligation occurs outside the United
                  Kingdom;

            (3)   such rights and obligations shall apply as if section 203(3)
                  of the Act read as set out in paragraph (A) (3) above;

            (4)   this paragraph (B) shall not apply to an ADR Custodian in its
                  capacity as such;

                                       13
<PAGE>
            (5)   notwithstanding any Regulations made under section
                  210(A)(1)(b) of the Act, if the percentage giving rise to a
                  notifiable interest referred to in section 199(2)(a) of the
                  Act shall exceed 3 per cent. or in section 199(2)(b) of the
                  Act shall exceed 10 per cent., such rights and obligations
                  shall apply as though such percentages were 3 per cent. and 10
                  per cent. respectively;

            (6)   notwithstanding section 199(2A) of the Act, the following
                  interests shall be deemed to be material interests:

                  (a)   interests mentioned in sections 199(2A)(a) and
                        199(2A)(b) of the Act;

                  (b)   interest falling within section 199(2A)(c) of the Act
                        which would fall to be disregarded by virtue of section
                        209(10)(c) of the Act; and

                  (c)   any interest of another person which a person is taken
                        to have by virtue of the application of section 203 or
                        205 of the Act where the interest of that other person
                        falls within sub-paragraphs (a) or (b) above;

            (7)   if a notification is given in compliance with such rights and
                  obligations and some or all of the shares in the Company to
                  which it relates are the subject of such a notification only
                  because of the provisions of sub-paragraph (1) and/or (3)
                  above, then such notification shall state that some or all (as
                  the case may be) of the shares to which it relates are the
                  subject of such a notification only because of such provisions
                  and, if it states that some of the said shares are so subject
                  only because of such provisions, shall specify the class and
                  number of such shares (or if they are of more than one class,
                  the classes and numbers of shares of each class); and

            (8)   Included Interests and other interests which would not require
                  to be notified to the Company under statute shall when
                  notified to the Company be entered by the Company in a
                  separate Register to be kept by it for that purpose and to
                  which the provisions of sections 217(1) to (6) and 218(1) and
                  (2) of the Act shall apply.

      (C)   SERVICE OF RESTRICTION NOTICE ON RELEVANT PERSON

            If after 18 February 1998 any person has become or becomes a
            Relevant Person, the Directors shall cause the Company to serve a
            notice (hereinafter called a "Restriction Notice") on that Relevant
            Person and on all those (so far as known to them) having interests
            in, and, if different, on the registered holders of, his Relevant
            Shares. A Restriction Notice shall (subject as hereinafter
            provided):-

                                       14
<PAGE>
            (1)   set out the restrictions provided for by paragraph (D) below;
                  and

            (2)   subject to paragraphs (T) and (U) below, call for a Required
                  Disposal to be made and for reasonable evidence of it to be
                  supplied to the Company within twenty one days or such longer
                  period as the Directors consider reasonable.

            The Directors may in their absolute discretion extend such twenty
            one days or longer period.

      (D)   DISENFRANCHISEMENT OF SHARES UNDER RESTRICTION NOTICE

            Subject to paragraph (T) below, from the serving of a Restriction
            Notice in respect of Relevant Shares until any such time as the
            restrictions specified in this paragraph (D) (hereinafter called
            "the Voting Restrictions") cease to apply in accordance with the
            later provisions of this Regulation, a registered holder of such
            Relevant Shares shall not be entitled in respect of such shares to
            receive notice of or to attend or vote (in person or by proxy) at
            any General Meeting of the Company or any meeting of the holders of
            any class of shares of the Company.

      (E)   DIRECTORS' POWER TO MAKE REQUIRED DISPOSAL

            If a notice calling for a Required Disposal is not complied with to
            the satisfaction of the Directors within the time appointed the
            Directors shall, so far as they are able, make a Required Disposal
            (hereinafter called a "Directors' Disposal") and shall give notice
            in writing of it to the registered holders of the shares sold.

      (F)   MANNER OF MAKING DIRECTORS' DISPOSAL

            The manner, timing and terms of any Directors' Disposal (including,
            but not limited to, the price or prices at which the same is made
            and the extent to which assurance is obtained that no transferee
            thereunder is or would thereby become a Relevant Person) shall be
            such as the Directors determine. The Directors may take advice from
            bankers, brokers or other persons considered by them to be
            appropriate as to such manner, timing and terms and shall not be
            liable to any person for the consequences of reliance on such
            advice. The Directors shall be entitled to make such disposal
            without delay.

      (G)   RELEVANT SHARES OF MULTIPLE HOLDERS OR OF CERTIFICATED AND
            UNCERTIFICATED SHARES TO BE SOLD PRO RATA IN DIRECTORS' DISPOSAL

            If on a Directors' Disposal Relevant Shares are held:

            (1)   by more than one registered holder (treating joint holders of
                  any Relevant Shares as a single holder) the Directors shall,


                                       15
<PAGE>
                  so far as is practicable, cause the same proportion of each
                  holding as is known to them to be sold; or

            (2)   as Certificated Shares and Uncertificated Shares, the
                  Directors may in their absolute discretion vis a vis any
                  Relevant Person, but in consultation with the Founders Share
                  Company, treat such holdings of Certificated Shares and
                  Uncertificated Shares as if they were separate holdings and,
                  in such event, shall cause to be sold such proportion of
                  either or both holdings of Certificated Shares and
                  Uncertificated Shares as the Directors may, in exercise of
                  their discretion as aforesaid, direct.

      (H)   TRANSFERS, CERTIFICATES AND DISPOSAL OF SALE PROCEEDS IN DIRECTORS'
            DISPOSAL

            For the purpose of effecting any Directors' Disposal, the Directors
            may authorise in writing any officer or employee of the Company to
            execute any necessary transfer on behalf of any registered holder of
            Certificated Shares and may notwithstanding that no share
            certificate has been lodged enter the name of the transferee in the
            Register and issue a new certificate to the purchaser for the
            Certificated Shares so transferred or, in respect of Uncertificated
            Shares, the Directors may exercise any of the powers conferred on
            the Company by Regulation F.17 to effect valid transfer of such
            shares. The net proceeds of such disposal shall be received by the
            Company, whose receipt shall be a good discharge for the purchase
            money, and shall be paid (without any interest being payable
            thereon) to the former registered holder, in the case of
            Uncertificated Shares, as soon as practicable, and, otherwise, on
            surrender by him of the certificate for the Certificated Shares
            formerly held by him and so sold.

      (I)   CESSER OF VOTING RESTRICTIONS

            The Voting Restrictions shall cease to apply:-

            (1)   to any shares sold by a Directors' Disposal;

            (2)   to any Relevant Shares if the Directors resolve that they are
                  satisfied that the Relevant Person concerned has ceased to be
                  interested in them; and

            (3)   if the Directors resolve that they are satisfied that a
                  Required Disposal has been made, to the shares comprised in
                  such disposal and to any other shares in which the former
                  Relevant Person concerned continues to be interested;

            from the date of such sale or resolution, as the case may be, but
            without prejudice to their imposition again if the Directors serve a
            new Restriction Notice in respect of them.

                                       16
<PAGE>
      (J)   DIRECTORS' RESOLUTION AS TO A PERSON BEING RELEVANT PERSON 
            CONCLUSIVE

            If the Directors resolve that they have reasonable cause to believe
            that a person is or may be a Relevant Person and that they have made
            reasonable enquiries (whether by way of notices under section 212 of
            the Act or otherwise) to establish whether he is or not but that
            such enquiries have not been answered or fail to establish whether
            he is or not, he shall for all the purposes of this Regulation be
            deemed to be a Relevant Person from the date of such resolution
            until any such time as the Directors resolve that they are satisfied
            that he is not a Relevant Person.

      (K)   DIRECTORS' RESOLUTION AS TO SHARES BEING SHARES OF A RELEVANT PERSON
            CONCLUSIVE

            If the Directors resolve that they have reasonable cause to believe
            that any shares of the Company are or may be shares in which a
            Relevant Person (whether he is such by virtue of paragraph (J) above
            or otherwise) is interested and that they have made reasonable
            enquiries (whether by way of notices under section 212 of the Act or
            otherwise) to establish whether they are or not but that such
            enquiries have not been answered or fail to establish whether they
            are or not, such shares shall for all the purposes of this
            Regulation be deemed to be shares in which such Relevant Person is
            interested from the date of such resolution until any such time as
            the Directors resolve that they are satisfied that such shares are
            not shares in which such Relevant Person is interested.

      (L)   NOTICES UNDER REGULATION F.15 TO BE IN WRITING

            All notices provided for by this Regulation shall be in writing.

      (M)   NO OBLIGATION TO SERVE NOTICE IF ADDRESS UNKNOWN

            Neither the Company nor the Directors shall be obliged to serve any
            notice provided for by this Regulation on any person if they do not
            know either his identity or his address. Subject as aforesaid, the
            Directors shall give notice of any resolutions referred to in
            paragraphs (I), (J) and (K) above to the Relevant Person concerned.

      (N)   REGULATIONS ON NOTICES TO APPLY

            Regulations F.146, 148 and 149 shall apply to the service of any
            notice required by this Regulation to be served by the Company on
            any member of the Company.

      (O)   SERVICE OF NOTICES ON NON-MEMBERS


                                       17
<PAGE>
            Any notice required by this Regulation to be served by the Company
            on any person who is not a member of the Company may be served on or
            delivered to him either personally or by placing it in the post in
            the United Kingdom in a pre-paid cover addressed to him at such
            address as the Directors believe to be his address or by delivering
            it to such address. Where such notice is served or sent by post as
            aforesaid, service or delivery shall be deemed to be effected at the
            time when the same would be received in the ordinary course of post
            and in proving such service or delivery it shall be sufficient to
            prove that such cover was properly addressed, stamped and posted.

      (P)   DIRECTORS' DECISIONS CONCLUSIVE

            Any belief, resolution or decision of the Directors which is held or
            made in pursuance or purported pursuance of any of the provisions of
            this Regulation shall be conclusive, final and binding on all
            persons concerned, and the validity of any act or thing which is
            done or caused to be done by the Directors in pursuance or purported
            pursuance of any of such provisions shall not be capable of being
            impeached by anyone on the ground that there was not any basis or
            reasonable basis on which the Directors could have arrived at any
            such belief or made any such resolution or decision, or on the
            ground that any conclusion of fact on which the Directors relied or
            might have relied for the purposes of arriving at any such belief or
            making any such resolution or decision was incorrect, or on any
            other ground whatsoever.

      (Q)   COMPANY REGISTER OF SHARE INTERESTS

            Without prejudice to the provisions of the Statutes, the Directors
            may assume without enquiry that a person is not a Relevant Person
            unless the information contained in the Registers kept by the
            Company under section 211 of the Act and under paragraph (B) (8)
            above indicates to the contrary or they have reason to believe
            otherwise. In the latter case the Directors shall make reasonable
            enquiries to discover whether anyone is a Relevant Person.

      (R)   DIRECTORS TO INFORM OTHER DIRECTORS REGARDING RELEVANT PERSONS

            If a Director has reason to believe that anyone is a Relevant Person
            he shall without delay inform the other Directors of that fact.

      (S)   ADR CUSTODIANS AND ADS HOLDERS

            An ADR Custodian in its capacity as such shall not be a Relevant
            Person. A person who has an interest in American Depositary Shares
            evidenced by an American Depositary Receipt representing shares held
            by an ADR Custodian shall be treated for all the purposes of this
            Regulation as having an interest in the number and class of shares
            in the Company represented by such American Depositary Shares and


                                       18
<PAGE>
            evidenced by such American Depositary Receipt and not (in the
            absence of any other reason why he should be so treated) in the
            remainder of the shares in the Company held by the ADR Custodian.

      (T)   RIGHTS ISSUES AND LIMITATION OF SHAREHOLDINGS

            In this paragraph (T):-

            (1)   "RIGHTS ISSUE" means an offer by or on behalf of the Company
                  of shares in the Company to persons who already hold shares in
                  the Company (other than the Founders Share) under which
                  (subject to any exclusion from the offer of persons which the
                  Directors may deem necessary to deal with fractional
                  entitlements or problems with such offer arising in any
                  overseas territory) the number of shares offered to each
                  offeree is as nearly as practicable proportionate to the
                  number of shares already held by him; and

            (2)   "BASIC ENTITLEMENT" means the number of shares so offered to
                  an offeree and does not include any shares for which he makes
                  an excess application, that is, an application for shares so
                  offered to other shareholders but not taken up by them.

            If a person (hereinafter in this paragraph (T) called "THE SAID
            PERSON") becomes interested in 15 per cent. or more of the issued
            shares of any class of the Company solely because on a rights issue
            a holder of shares in the Company (whether he is the said person or
            not) accepts up to his basic entitlement of the shares comprised in
            such issue and the said person does not thereafter become interested
            in any further shares of that class (except solely because of the
            same occurring on a further rights issue), a Required Disposal shall
            not be required, the Voting Restrictions shall apply only to shares
            in excess of such 15 per cent. and any Restriction Notice given to
            him shall be modified accordingly.

      (U)   UNDERWRITING OF SHARE ISSUES AND LIMITATION OF SHAREHOLDINGS

            If a person becomes interested in 15 per cent. or more of the issued
            shares of any class of the Company solely by underwriting an offer
            of shares in the Company in the ordinary course of a business which
            includes underwriting offers of securities, then so long as he does
            not become interested in any further such shares (except solely by
            so underwriting any further such offer) he shall be allowed one year
            or such longer period as the Directors consider reasonable (either
            of which the Directors may in their absolute discretion extend) in
            which to make the Required Disposal and supply reasonable evidence
            of it to the Company, and any Restriction Notice shall be modified
            accordingly.

                                       19
<PAGE>
                              UNCERTIFICATED SHARES

16.   .

      (A)   DIRECTORS MAY PERMIT SHARES TO BE A PARTICIPATING SECURITY

            Subject to the Statutes and the rules of any Relevant System, the
            Directors may permit the holding and transfer of any class of shares
            in uncertificated form by means of a Relevant System and, subject as
            aforesaid, the Directors may at any time determine that any class of
            shares shall cease to be a Participating Security.

      (B)   SHARES MAY BE CHANGED FROM UNCERTIFICATED TO CERTIFICATED FORM AND
            VICE VERSA

            Where any class of shares in the capital of the Company is a
            Participating Security, any share in such class may be changed from
            an Uncertificated Share to a Certificated Share and from a
            Certificated Share to an Uncertificated Share in accordance with and
            subject to the provisions of the Uncertificated Securities
            Regulations and the rules and procedures of the Relevant System.

      (C)   UNCERTIFICATED SHARES ARE NOT A SEPARATE CLASS

            Subject to the Statutes, Uncertificated Shares shall not be regarded
            as forming a separate class of shares from Certificated Shares of
            the same class.

      (D)   DISAPPLICATION OF INCONSISTENT REGULATIONS

            In relation to any class of shares which is a Participating
            Security, and for so long as that class of shares or any part of
            that class of shares remains a Participating Security, these
            Regulations shall (notwithstanding anything contained in these
            Regulations) only apply to Uncertificated Shares to the extent that
            they are consistent with:-

            (1)   the holding of shares in that class in uncertificated form;

            (2)   the transfer of title to shares in that class by means of a
                  Relevant System; and

            (3)   the Uncertificated Securities Regulations.


                     POWER OF SALE OF UNCERTIFICATED SHARES

F.17  POWERS OF COMPANY IN RESPECT OF PROCURING SALES OF UNCERTIFICATED SHARES

      Where any class of shares in the capital of the Company is a Participating
      Security and the Company is entitled under any provisions of the Statutes
      or the rules of any Relevant System or under these Regulations to dispose


                                       20
<PAGE>
      of, forfeit, enforce a lien over or sell or procure the sale of any shares
      of such class which are held in uncertificated form, the Directors shall
      have the power (to the extent permitted by and subject to the provisions
      of the Uncertificated Securities Regulations and the rules and procedures
      of the Relevant System) to take such steps as may be required, by
      instruction given by means of a Relevant System or otherwise, to effect
      such disposal, forfeiture, enforcement or sale and such powers shall
      (subject as aforesaid) include, but shall not be limited to, the power to:

      (1)   request or require the deletion of any computer-based entries in the
            Relevant System relating to such shares;

      (2)   alter such computer-based entries so as to divest the registered
            holder of such shares of the power to transfer them to any person
            other than a transferee identified by the Company;

      (3)   require by notice in writing any holder of such shares:

            (a)   to change his holding of such shares into certificated form
                  within such period as may be specified in the notice; or

            (b)   direct the holder to take such steps as may be necessary to
                  sell or transfer such shares;

      (4)   appoint any person to take such steps in the name of the holder of
            such shares as may be required to effect transfer of such shares and
            such steps shall be as effective as if they had been taken by the
            registered holder of the shares concerned.


                               THE FOUNDERS SHARE

F.18  .

      (A)   FOUNDERS SHARE MAY DEFEAT RESOLUTION TO VARY OR ABROGATE ITS RIGHTS

            Without prejudice to paragraph (A) of Regulation F.4, on any poll on
            any resolution of the Company in General Meeting, being a resolution
            the passing of which by the requisite majority of votes would be, or
            be deemed to be, a variation or abrogation of the rights attached to
            the Founders Share, the Founders Share Company, if it opposes such
            resolution, shall have the right to cast such number of votes as
            shall be necessary to ensure the defeat of such resolution, and such
            right may be exercisable either by a representative appointed by the
            Founders Share Company in accordance with section 375(1)(a) of the
            Act, or by a proxy for the Founders Share Company.

      (B)   DEEMED VARIATIONS OR ABROGATIONS OF FOUNDERS SHARE RIGHTS


                                       21
<PAGE>
            For all of the purposes of these Regulations the passing by the
            requisite majority of any of the following kinds of resolution by
            the Company in General Meeting shall be deemed to be a variation or
            abrogation of the rights attached to the Founders Share:-

            (1)   any Special Resolution the effect of which, if duly passed,
                  would be to alter, or to delete, or in any way to derogate
                  from the effect of, any F Regulation or to remove the prefix
                  "F" from any F Regulation;

            (2)   any resolution to wind up the Company voluntarily or pursuant
                  to paragraph (a) of section 122 of the Insolvency Act 1986;

            (3)   any resolution for, or approving or sanctioning, any
                  reconstruction of the Company;

            (4)   any resolution the effect of which, if duly passed, would be
                  to attach or to authorise the attachment to any share (whether
                  issued or unissued) of any voting rights which are not
                  identical in all respects with those attached to the Ordinary
                  Shares;

            (5)   any resolution to amend any such resolution as is described in
                  any of the preceding sub-paragraphs of this paragraph (B).


      (C)   ACTION WITHOUT CONSENT OF FOUNDERS SHARE COMPANY A DEEMED VARIATION
            OR ABROGATION

            For all of the purposes of these Regulations the doing of any act or
            thing which, in accordance with any provision of these Regulations
            requires the prior written consent of the Founders Share Company
            shall be deemed to be a variation or abrogation of the rights
            attached to the Founders Share.


F.19  .

      (A)   DEFINITION AND INTERPRETATION AS REGARDS "CONTROL" OF COMPANY

            For the purposes of this Regulation:-

            (1)   where a person would in accordance with Part VI of the Act (as
                  in force at 11 April 1995 notwithstanding any later repeal,
                  amendment or re-enactment thereof) and/or Regulation F.15 be
                  taken to be interested in shares in which another person is
                  interested or would in accordance therewith be taken to be
                  interested, such other person shall be deemed to be his
                  associate;

            (2)   in addition, two or more persons shall be deemed to be
                  associates if there are, in the opinion of the Founders Share
                  Company, reasonable grounds for believing that they have or
                  are attempting to obtain Control pursuant (either wholly or in
                  part) to some arrangement between them;

                                       22
<PAGE>
            (3)   arrangement means any agreement, understanding or arrangement
                  of any kind, whether formal or tacit, and whether or not
                  legally binding, other than the Deed of Mutual Covenant;

            (4)   "Control" means the ability to control the exercise of 30 per
                  cent. or more of the votes which can be cast on a poll at a
                  General Meeting of the Company (disregarding the rights of the
                  Founders Share Company and disregarding any suspension of the
                  voting rights of any shares pursuant to the Statutes or these
                  Regulations).

      (B)   DIRECTORS TO INFORM OTHER DIRECTORS (AND DIRECTORS TO INFORM
            FOUNDERS SHARE COMPANY) OF ATTEMPTS TO GAIN CONTROL

            If any Director becomes aware of any facts which might lead to the
            Directors and/or the Founders Share Company taking the view that a
            person and his associates (if any) has or have obtained or is or are
            attempting to obtain, directly or indirectly, Control, he shall
            without delay inform the other Directors of such facts and the
            Directors shall forthwith give written notice of such facts to the
            Founders Share Company.

      (C)   FOUNDERS SHARE CONTROL NOTICES

            If there are, in the opinion of the Founders Share Company,
            reasonable grounds for believing that any person and his associates
            (if any) has or have obtained or is or are attempting to obtain,
            directly or indirectly, Control, the Founders Share Company, whether
            it has received any notice pursuant to paragraph (B) above or not,
            shall be entitled in its absolute discretion to serve or cause to be
            served at the Office a notice in writing (hereinafter called a
            "Founders Share Control Notice"), signed by any one or more of the
            Reuter Trustees, to the effect that the Founders Share Company is of
            that opinion.

      (D)   RESCISSION OF FOUNDERS SHARE CONTROL NOTICE

            If at any time after the service of a Founders Share Control Notice,
            the Founders Share Company becomes of the opinion that no person or
            no person and his associates has or have obtained or is or are
            attempting to obtain, directly or indirectly, Control, then the
            Founders Share Company shall as soon as practicable thereafter
            (provided that it is still of that opinion) serve or cause to be
            served at the Office a notice in writing, signed by any one or more
            of the Reuter Trustees, rescinding such Founders Share Control
            Notice, but the service of any such notice in writing pursuant to
            and in accordance with this paragraph (D) (in this Regulation called
            a "Rescission Notice") shall be without prejudice to the entitlement
            of the Founders Share Company subsequently to serve or cause to be
            served at the Office another Founders Share Control Notice pursuant
            to and in accordance with paragraph (C) above.

                                       23
<PAGE>
      (E)   VOTING RIGHTS OF FOUNDERS SHARE WHILST FOUNDER SHARE CONTROL NOTICE
            IN FORCE

            At all times after the service at the Office of any Founders Share
            Control Notice, until any Rescission Notice rescinding that Founders
            Share Control Notice is served, the Founders Share shall confer upon
            the Founders Share Company the right to cast, on any poll which
            shall be taken on any Ordinary, Special, Extraordinary or other
            Resolution which is proposed at any General Meeting of the Company,
            such number of votes as shall be necessary to ensure the effective
            passing of such Resolution if those votes are cast in favour thereof
            or (as may be appropriate) to ensure the defeat of such resolution
            if those votes are cast against such Resolution, and such right may
            be exercisable either by a representative appointed by the Founders
            Share Company in accordance with section 375(1)(a) of the Act, or by
            any proxy for the Founders Share Company.

      (F)   FOUNDERS SHARE COMPANY DECISIONS CONCLUSIVE

            Any opinion of the Founders Share Company, which is expressed in and
            for the purposes of any Founders Share Control Notice, or which is
            manifested by any Rescission Notice, shall be conclusive, final and
            binding on all persons concerned, and the validity of any Founders
            Share Control Notice or of any Rescission Notice shall not be
            impeached by any person on the ground that there was not any basis
            or any reasonable basis upon which the Founders Share Company could
            have arrived at any such opinion, or on the ground that any
            conclusion of fact which the Founders Share Company relied on or
            might have relied on in or for the purpose of arriving at any such
            opinion was incorrect, or on any other ground whatsoever.


F.20  .

      (A)   FOUNDERS SHARE COMPANY MAY REQUISITION EXTRAORDINARY GENERAL
            MEETINGS

            The Founders Share Company shall be entitled at any time and from
            time to time to serve upon the Company at the Office, a requisition
            in writing, signed on behalf of the Founders Share Company,
            requiring the Directors:-

            (1)   to convene an Extraordinary General Meeting of the Company for
                  the purposes specified in such requisition; and

            (2)   to ensure that every copy of any notice by which an
                  Extraordinary General Meeting is convened pursuant to such
                  requisition shall be accompanied by a copy of such statement
                  in writing (if any) of not more than five thousand words as
                  shall be attached to such requisition.


                                       24
<PAGE>
      (B)   DIRECTORS TO CONVENE REQUISITIONED MEETING AND CIRCULATE ANY
            STATEMENT OF THE FOUNDERS SHARE COMPANY

            In the event of any such requisition being served as aforesaid at
            the Office the Directors shall, not later than the expiration of the
            period of seven days next following such service, duly convene an
            Extraordinary General Meeting of the Company for the purposes
            specified in such requisition (and so that any Extraordinary General
            Meeting shall be convened on such minimum period of notice as shall
            be sufficient, having regard to the purposes so specified and to the
            provisions of the Statutes and of these Regulations relative to
            notices of Extraordinary General Meetings), and shall ensure that
            every copy of any notice by which such Extraordinary General Meeting
            is convened shall be accompanied by a copy of such statement in
            writing (if any) as shall have been attached to such requisition in
            accordance with the provisions of sub-paragraph (2) of paragraph (A)
            of this Regulation.

      (C)   FOUNDERS SHARE COMPANY MAY CONVENE MEETING IF DIRECTORS IN DEFAULT

            If the Directors do not, before the expiration of the period of
            seven days next following the service at the Office of any such
            requisition as aforesaid, duly convene an Extraordinary General
            Meeting in accordance with the provisions of paragraph (B) of this
            Regulation and otherwise comply in all respects with those
            provisions, the Founders Share Company shall be entitled at any time
            after such expiration to convene an Extraordinary General Meeting of
            the Company for the purposes specified in such requisition, and so
            that:-

            (1)   any Extraordinary General Meeting which is so convened by the
                  Founders Share Company shall be convened in the same manner,
                  as nearly as possible, in which Extraordinary General Meetings
                  of the Company are to be convened by the Directors pursuant to
                  paragraph (B) of this Regulation, but so that the requirement
                  as to minimum notice referred to in such paragraph (B) shall
                  not apply; and

            (2)   the Founders Share Company shall be entitled to procure that
                  each copy of the notice by which any such Extraordinary
                  General Meeting is convened by the Founders Share Company
                  shall be accompanied by a copy of such statement in writing of
                  not more than five thousand words as the Founders Share
                  Company shall in its absolute discretion think fit, and so
                  that the Founders Share Company shall have this entitlement
                  whether or not such requisition had attached thereto, in
                  accordance with sub-paragraph (2) of paragraph (A) of this
                  Regulation, any copy of any statement.


                                       25
<PAGE>
      (D)   FOUNDERS SHARE COMPANY MAY CONVENE EXTRAORDINARY GENERAL MEETINGS
            WHILE FOUNDERS SHARE CONTROL NOTICE IN FORCE

            In addition and without prejudice to the rights conferred upon the
            Founders Share Company by the preceding paragraphs of this
            Regulation, so long as any Founders Share Control Notice which has
            been served at the Office pursuant to and in accordance with the
            provisions of paragraph (C) of Regulation F.19 shall not have been
            rescinded by a Rescission Notice served at the Office pursuant to
            and in accordance with the provisions of paragraph (D) of Regulation
            F.19, the Founders Share Company shall be entitled at any time and
            from time to time to convene an Extraordinary General Meeting of the
            Company for such purposes as the Founders Share Company shall in its
            absolute discretion think fit, and shall also be entitled to cause
            every copy of any notice by which any Extraordinary General Meeting
            is so convened to be accompanied by a copy of such statement in
            writing of not more than five thousand words as the Founders Share
            Company shall in its absolute discretion think fit. Any
            Extraordinary General Meeting which is convened by the Founders
            Share Company pursuant to this paragraph (D) shall be convened in
            such manner, as nearly as possible, in which Extraordinary General
            Meetings are to be convened by the Directors pursuant to paragraph
            (B) of this Regulation, but so that the requirement as to minimum
            notice referred to in paragraph (B) of this Regulation shall not
            apply.


F.21  FOUNDERS SHARE COMPANY MAY RECEIVE NOTICE OF AND ATTEND AND SPEAK AT
      GENERAL MEETINGS The Founders Share Company shall be entitled:-

      (A)   to receive notice of every General Meeting of the Company, and of
            every separate General Meeting of the holders of the shares of any
            class in the Company's issued share capital; and

      (B)   to attend, either by a representative appointed in accordance with
            section 375(1)(a) of the Act, or by any proxy, at any such General
            Meeting or separate General Meeting; and

      (C)   through any such representative or proxy, to speak at any such
            General Meeting or separate General Meeting;

      but the Founders Share Company shall not, save as provided in Regulations
      F.18 and F.19, be entitled to vote at any General Meeting of the Company,
      and shall in no circumstances be entitled to vote at any such separate
      General Meeting other than a separate General Meeting of the Founders
      Share Company.

                                       26
<PAGE>
F.22  .

      (A)   CONSULTATION BETWEEN DIRECTORS AND REUTER TRUSTEES

            The Reuter Trustees shall be entitled, at the invitation of the
            Directors, to attend meetings of the Directors and to confer with
            the Directors, and the Reuter Trustees shall generally be available
            to act in a consultative capacity with the Directors.

      (B)   REUTER TRUSTEES ENTITLED TO RECEIVE REPORTS FROM AND MAKE
            REPRESENTATIONS TO THE DIRECTORS

            The Reuter Trustees shall be entitled to receive from the Directors
            periodical reports of the activities of the Reuters Group, and shall
            be entitled to make such representations (if any) to the Directors,
            on matters of general interest affecting the Reuters Group, as the
            Reuter Trustees may from time to time think fit.


F.23  .

      (A)   COMPANY TO REIMBURSE FOUNDERS SHARE COMPANY FOR EXPENSES OF REUTER
            TRUSTEES

            The Company will pay to the Founders Share Company on demand all
            such sums of money as the Founders Share Company shall from time to
            time certify are required by it:-

            (1)   to indemnify the Reuter Trustees in respect of their
                  travelling, hotel and other reasonable expenses incurred in
                  attending and returning from all meetings of the Reuter
                  Trustees as directors and members of the Founders Share
                  Company and in carrying on the functions of the Founders Share
                  Company, including (but without limitation) the exercise of
                  the rights, powers and duties exercisable by the Founders
                  Share Company and the Reuter Trustees;

            (2)   to indemnify the Founders Share Company in respect of all
                  disbursements, fees and expenses which have been incurred or
                  paid or will or may become liable to be incurred by it
                  including in particular (but without limitation) all expenses
                  incurred in enforcing the Reuter Trust Principles as contained
                  and defined in the Deed of Mutual Covenant and any other
                  provisions contained in the Deed of Mutual Covenant and in
                  carrying out the objects of the Founders Share Company,
                  whether by judicial proceedings or otherwise; and

            (3)   to comply with all statutory requirements in force (and
                  whether arising under taxation statutes or statutes relating
                  to companies or otherwise) and applicable to the Founders
                  Share Company.

                                       27
<PAGE>
      (B)   COMPANY TO FUND OR PROCURE COMPANY SECRETARIAL AND ADMINISTRATIVE
            SERVICES FOR FOUNDERS SHARE COMPANY

            The Company will pay to the Founders Share Company on demand the
            cost of (or at the option of the Founders Share Company procure the
            provision without cost to the Founders Share Company of) all company
            secretarial services and other ancillary administrative services
            which the Founders Share Company may from time to time request.

                               SHARE CERTIFICATES


24.   CONTENTS OF SHARE CERTIFICATES

      Every share certificate shall specify the number and class of shares to
      which it relates and the amount paid up thereon. No certificate shall be
      issued representing shares of more than one class. No certificate shall
      normally be issued in respect of shares held by a recognised clearing
      house or a nominee of a recognised clearing house or of a recognised
      investment exchange.


25.   CERTIFICATES FOR JOINT HOLDERS

      In the case of a share held jointly by several persons the Company shall
      not be bound to issue more than one certificate therefor and delivery of a
      certificate to one of joint holders shall be sufficient delivery to all.


26.   ENTITLEMENT OF MEMBERS HOLDING CERTIFICATED SHARES TO SHARE CERTIFICATES

      Any person (subject as aforesaid) whose name is entered in the Register as
      a holder of any Certificated Shares of any one class upon the issue or
      transfer thereof shall be entitled without payment to a certificate
      therefor (in the case of issue) within one month (or such longer period as
      the terms of issue shall provide) after allotment of Certificated Shares
      or (in the case of a transfer of fully paid shares) within fourteen days
      after lodgment of a transfer or (in the case of a transfer of partly paid
      shares) within two months after lodgment of a transfer of Certificated
      Shares.


27.   ENTITLEMENT TO BALANCING CERTIFICATES

      Where some only of the shares comprised in a share certificate are
      transferred the old certificate shall be cancelled and a new certificate
      for the balance of such Certificated Shares shall be issued in lieu
      without charge.


28.   .

      (A)   ENTITLEMENT TO CONSOLIDATING CERTIFICATES

            Any two or more certificates representing shares of any one class
            held by any member may at his request be cancelled and a single new
            certificate for such Certificated Shares issued in lieu without
            charge.

                                       28
<PAGE>
      (B)   DIRECTORS MAY ISSUE SPLIT CERTIFICATES

            If any member shall surrender for cancellation a share certificate
            representing shares held by him and shall request the Company to
            issue in lieu two or more share certificates representing such
            Certificated Shares in such proportions as he may specify, the
            Directors may, subject to the provisions of Regulation 29 below, if
            they think fit, comply with such request.

      (C)   REPLACEMENT OF DAMAGED, LOST OR STOLEN CERTIFICATES

            If a share certificate shall be damaged or defaced or alleged to
            have been lost, stolen or destroyed, a new certificate representing
            the same shares must be issued without charge (other than the
            exceptional out of pocket expenses (if any) referred to below) to
            the holder upon request subject to delivery up of the old
            certificate or (if alleged to have been lost, stolen or destroyed)
            upon compliance with such conditions as to evidence and indemnity
            and the payment of any exceptional out-of-pocket expenses of the
            Company in connection with the request as the Directors may think
            fit.

      (D)   REQUESTS FOR REPLACEMENT CERTIFICATES FOR JOINT HOLDERS

            In the case of shares held jointly by several persons any such
            request may be made by any one of the joint holders.


29.   .

      (A)   ENTITLEMENT TO CERTIFICATE FOR SHARES CHANGED TO CERTIFICATED SHARES

            Subject to the Statutes, these Regulations and the requirements of
            the London Stock Exchange, where any Uncertificated Share is changed
            to certificated form, the holder (other than a recognised clearing
            house or a nominee of a recognised clearing house or of a recognised
            investment exchange referred to in Regulation 24) is entitled,
            unless the terms of issue of the shares provide otherwise, without
            charge, to one certificate in respect of all the Uncertificated
            Shares so changed to certificated form.

      (B)   NO ENTITLEMENT TO CERTIFICATE IN RESPECT OF UNCERTIFICATED SHARES

            The provisions of Regulations 24 to 29 (inclusive) shall not apply
            so as to require the Company to issue to any person a certificate in
            respect of any share where such person holds such share in
            uncertificated form.


                                 CALLS ON SHARES


30.   DIRECTORS MAY MAKE CALLS FOR AMOUNTS UNPAID ON SHARES

      The Directors may from time to time make calls upon the members in respect
      of any moneys unpaid on their shares (whether on account of the nominal
      value of the shares or, when permitted, by way of premium) but subject


                                       29
<PAGE>
      always to the terms of issue of such shares. A call shall be deemed to
      have been made at the time when the resolution of the Directors
      authorising the call was passed and may be made payable by instalments.


31.   OBLIGATION TO PAY CALLS

      Each member shall (subject to receiving at least fourteen days' notice
      specifying the time or times and place of payment) pay to the Company at
      the time or times and place so specified the amount called on his shares.
      The joint holders of a share shall be jointly and severally liable to pay
      all calls in respect thereof. A call may be revoked or postponed as the
      Directors may determine.


32.   INTEREST ON UNPAID CALLS

      If a sum called in respect of a share is not paid before or on the day
      appointed for payment thereof, the person from whom the sum is due shall
      pay interest on the sum from the day appointed for payment thereof to the
      time of actual payment at such rate (not exceeding 15 per cent. per annum)
      as the Directors determine but the Directors shall be at liberty in any
      case or cases to waive payment of such interest wholly or in part.


33.   CALLS DEEMED TO BE MADE WHEN SO PROVIDED BY TERMS OF ISSUE OF SHARES

      Any sum (whether on account of the nominal value of the share or by way of
      premium) which by the terms of issue of a share becomes payable upon
      allotment or at any fixed date shall for all the purposes of these
      Regulations be deemed to be a call duly made and payable on the date on
      which by the terms of issue the same becomes payable. In case of
      non-payment all the relevant provisions of these Regulations as to payment
      of interest and expenses, forfeiture or otherwise shall apply as if such
      sum had become payable by virtue of a call duly made and notified.


34.   DIRECTORS' DISCRETION AS TO AMOUNTS AND TIMES OF CALLS ON ISSUE OF SHARES

      The Directors may on the issue of shares differentiate between the holders
      as to the amount of calls to be paid and the times of payment.


35.   DIRECTORS MAY ACCEPT AND PAY INTEREST ON MONEYS IN ADVANCE OF CALLS

      The Directors may if they think fit receive from any member willing to
      advance the same all or any part of the moneys (whether on account of the
      nominal value of the share or by way of premium) uncalled and unpaid upon
      the shares held by him and such payment in advance of calls shall
      extinguish to the extent of the payment the liability upon the shares in
      respect of which it is made and upon the money so received (until and to
      the extent that the same would but for such advance become payable) the
      Company may pay interest at such rate (not exceeding 15 per cent. per
      annum) as the member paying such sum and the Directors may agree.


                                       30
<PAGE>
                               FORFEITURE AND LIEN

36.   DIRECTORS MAY SERVE PAYMENT NOTICE IN RESPECT OF UNPAID CALLS

      If a member fails to pay in full any call or instalment of a call on the
      due date for payment thereof, the Directors may at any time thereafter
      serve a notice on him requiring payment of so much of the call or
      instalment as is unpaid together with any interest which may have accrued
      thereon and any expenses incurred by the Company by reason of such
      non-payment.


37.   NOTICE TO PROVIDE FOR FORFEITURE OF SHARES

      The notice shall name a further day (not being less than seven days from
      the date of service of the notice) on or before which and the place where
      the payment required by the notice is to be made, and shall state that in
      the event of non-payment in accordance therewith the shares on which the
      call has been made will be liable to be forfeited.


38.   FORFEITURE OF SHARES

      If the requirements of any such notice as aforesaid are not complied with,
      any share in respect of which such notice has been given may at any time
      thereafter, before payment of all calls and interest and expenses due in
      respect thereof has been made, be forfeited by a resolution of the
      Directors to that effect. Such forfeiture shall include all dividends
      declared in respect of the forfeited share and not actually paid before
      forfeiture. The Directors may accept a surrender of any share liable to be
      forfeited hereunder.


39.   FORFEITED OR SURRENDERED SHARE THE PROPERTY OF THE COMPANY

      A share so forfeited or surrendered shall become the property of the
      Company and may be sold, re-allotted or otherwise disposed of either to
      the person who was before such forfeiture or surrender the holder thereof
      or entitled thereto or to any other person upon such terms and in such
      manner as the Directors shall think fit and at any time before a sale,
      re-allotment or disposition the forfeiture or surrender may be cancelled
      on such terms as the Directors think fit. The Directors may, if necessary,
      authorise some person to transfer a forfeited or surrendered share to any
      such other person as aforesaid.


40.   EX-MEMBER TO REMAIN LIABLE FOR MONEYS UNPAID ON FORFEITED SHARES

      A member whose shares have been forfeited or surrendered shall cease to be
      a member in respect of the shares but shall notwithstanding the forfeiture
      or surrender remain liable to pay the Company all moneys which at the date
      of forfeiture or surrender were presently payable by him to the Company in
      respect of the shares with interest thereon at 15 per cent. per annum (or
      such lower rate as the Directors may determine) from the date of
      forfeiture or surrender until such payment and the Directors may at their


                                       31
<PAGE>
      absolute discretion enforce payment without allowance for the value of the
      shares at the time of forfeiture or surrender or waive payment in whole or
      in part.


41.   COMPANY TO HAVE LIEN ON SHARES NOT FULLY PAID

      The Company shall have a first and paramount lien on every share (not
      being a fully paid share) for all moneys (whether presently payable or
      not) called or payable at a fixed time in respect of such share. The
      Directors may waive any lien which has arisen and may resolve that any
      shares for some limited period be exempt wholly or partially from the
      provisions of this Regulation.


42.   COMPANY'S POWER OF SALE UNDER LIEN

      The Company may sell in such manner as the Directors think fit any share
      on which the Company has a lien, but no sale shall be made unless some sum
      in respect of which the lien exists is presently payable nor until the
      expiration of fourteen days after a notice in writing stating and
      demanding payment of the sum presently payable and giving notice of
      intention to sell in default shall have been given to the holder for the
      time being of the share or the person entitled thereto by reason of his
      death or bankruptcy.


43.   APPLICATION OF SALE PROCEEDS

      The net proceeds of such sale after payment of the costs of such sale
      shall be applied in or towards payment or satisfaction of the debts or
      liabilities in respect whereof the lien exists so far as the same are then
      payable and any residue shall, upon surrender to the Company for
      cancellation of the certificate for the share sold or the provision of any
      indemnity (with or without security) required by the Directors as to any
      lost or destroyed certificate and subject to a like lien for debts or
      liabilities not presently payable as existed upon the share prior to the
      sale, be paid to the person entitled to the share at the time of the sale.
      For the purpose of giving effect to any such sale the Directors may
      authorise some person to transfer the share sold to, or in accordance with
      the directions of, the purchaser.


44.   TITLE TO SHARES SOLD UNDER LIEN OR AFTER FORFEITURE

      A statutory declaration in writing that the declarant is a Director or the
      Secretary of the Company and that a share has been duly forfeited or
      surrendered or sold to satisfy a lien of the Company on a date stated in
      the declaration shall be conclusive evidence of the facts therein stated
      as against all persons claiming to be entitled to the share. Such
      declaration and the receipt of the Company for the consideration (if any)
      given for the share on the sale, re-allotment or disposal thereof together
      with the share certificate delivered to a purchaser or allottee thereof
      shall (subject to the execution of a transfer if the same be required)
      constitute a good title to the share and the person to whom the share is
      sold, re-allotted or disposed of shall be registered as the holder of the
      share and shall not be bound to see to the application of the purchase


                                       32
<PAGE>
      money (if any) nor shall his title to the share be affected by any
      irregularity or invalidity in the proceedings relating to the forfeiture,
      surrender, sale, re-allotment or disposal of the share.


                               TRANSFER OF SHARES

45.   .

      (A)   REQUIREMENTS AS TO FORM OF TRANSFERS OF CERTIFICATED SHARES

            All transfers of Certificated Shares may be effected by transfer in
            writing in any usual or common form or in any other form acceptable
            to the Directors and may be under hand only. The instrument of
            transfer shall be signed by or on behalf of the transferor and
            (except in the case of fully paid shares) by or on behalf of the
            transferee.

      (B)   REQUIREMENTS AS TO TRANSFERS OF UNCERTIFICATED SHARES

            A member may transfer all or any of his Uncertificated Shares in the
            manner provided for in the rules and procedures of the Operator of
            the Relevant System and in accordance with and subject to the
            Uncertificated Securities Regulations.

      (C)   TRANSFEROR TO REMAIN HOLDER UNTIL TRANSFER ACTUALLY REGISTERED

            The transferor of a share shall remain the holder of the share
            concerned until the name of the transferee is entered in the
            Register in respect thereof.


46.   DIRECTORS MAY SUSPEND REGISTRATION OF TRANSFERS

      Subject to the Statutes, the registration of transfers may be suspended at
      such times and for such periods as the Directors may from time to time
      determine and either generally or in respect of any class of shares,
      provided that the Company shall not close any Register relating to a
      Participating Security without the consent of the Operator of the Relevant
      System. The Register shall not be closed for more than thirty days in any
      year.


47.   .

      (A)   DIRECTORS MAY REFUSE TO REGISTER CERTAIN RENUNCIATIONS AND TRANSFERS
            OF CERTIFICATED SHARES

            The Directors may refuse to register an allotment or a transfer of
            Certificated Shares (whether fully paid or not) in favour of more
            than four persons jointly. If the Directors refuse to register a
            renounceable letter of allotment or a transfer of a Certificated
            Share they shall within two months after the date on which the
            letter of allotment or transfer was lodged with the Company send to
            the allottee or transferee notice of the refusal.


                                       33
<PAGE>
      (B)   DIRECTORS MAY REFUSE TO REGISTER TRANSFERS OF CERTIFICATED SHARES OF
            MORE THAN ONE CLASS OF SHARE, UNSTAMPED TRANSFERS OR TRANSFERS
            UNACCOMPANIED BY PROOF OF TRANSFEROR'S TITLE

            The Directors may also decline to recognise any instrument of
            transfer in respect of Certificated Shares (which for the purposes
            of these Regulations shall include a renunciation of a renounceable
            letter of allotment) unless the instrument of transfer is in respect
            of only one class of share, is duly stamped (if required) and is
            lodged at the Transfer Office accompanied by the relevant share
            certificate(s) (except in the case of a renunciation and as
            described below) and such other evidence as the Directors may
            reasonably require to show the right of the transferor to make the
            transfer (and, if the instrument of transfer is executed by some
            other person on his behalf, the authority of that person so to do).
            In the case of a transfer by a recognised clearing house or a
            nominee of a recognised clearing house or of a recognised investment
            exchange the lodgment of share certificates will only be necessary
            if and to the extent that certificates have been issued in respect
            of the shares in question.


48.   .

      (A)   REGISTRATION OF TRANSFERS OF UNCERTIFICATED SHARES

            The Company shall register a transfer of title to any Uncertificated
            Share or any renounceable right of allotment of a share which is a
            Participating Security held in uncertificated form, but so that the
            Directors may refuse to register such a transfer in favour of more
            than four persons jointly or in any other circumstance permitted by
            the Uncertificated Securities Regulations.

      (B)   DIRECTORS TO NOTIFY REFUSALS TO REGISTER TRANSFERS OF UNCERTIFICATED
            SHARES

            If the Directors refuse to register the transfer of an
            Uncertificated Share or of any renounceable right of allotment of a
            share which is a Participating Security held in uncertificated form
            the Company shall, within two months after the date on which the
            transfer instruction relating to such transfer was received by the
            Company, send notice of the refusal to the transferee.


49.   COMPANY MAY RETAIN REGISTERED TRANSFERS

      All instruments of transfer which are registered may be retained by the
      Company.


50.   NO FEE FOR REGISTRATION OF TRANSFERS OR RELATED DOCUMENTS

      No fee will be charged by the Company in respect of the registration of
      any instrument of transfer or probate or letters of administration or
      certificate of marriage or death or stop notice or power of attorney or
      other document or instruction relating to or affecting the title to any


                                       34
<PAGE>
      shares or otherwise for making any entry in the Register affecting the
      title to any shares.


51.   COMPANY MAY DESTROY DOCUMENTS AFTER CERTAIN PERIODS

      The Company shall be entitled to destroy all instruments of transfer or
      other documents which have been registered or on the basis of which
      registration was made at any time after the expiration of six years from
      the date of registration thereof and all dividend mandates and
      notifications of change of address at any time after the expiration of two
      years from the date of recording thereof and all share certificates which
      have been cancelled at any time after the expiration of one year from the
      date of cancellation thereof and it shall conclusively be presumed in
      favour of the Company that every entry in the Register purporting to have
      been made on the basis of an instrument of transfer or other such document
      so destroyed was duly and properly made and every instrument of transfer
      so destroyed was a valid and effective instrument duly and properly
      registered and every share certificate so destroyed was a valid and
      effective certificate duly and properly cancelled and every other document
      hereinbefore mentioned so destroyed was a valid and effective document in
      accordance with the recorded particulars thereof in the books or records
      of the Company. Provided always that:-

      (1)   the provisions aforesaid shall apply only to the destruction of a
            document in good faith and without notice of any claim (regardless
            of the parties thereto) to which the document might be relevant;

      (2)   nothing herein contained shall be construed as imposing upon the
            Company any liability in respect of the destruction of any such
            document earlier than as aforesaid or in any other circumstances
            which would not attach to the Company in the absence of this
            Regulation;

      (3)   reference herein to the destruction of any document include
            references to disposal thereof in any manner.


                             TRANSMISSION OF SHARES


52.   PERSONAL REPRESENTATIVES OF DECEASED HOLDERS ENTITLED TO SHARES BUT
      LIABILITIES OF ESTATE CONTINUE 

      In case of the death of a shareholder, the survivors or survivor where the
      deceased was a joint holder, and the executors or administrators of the
      deceased where a sole or only surviving holder, shall be the only persons
      recognised by the Company as having any title to his interest in the
      shares, but nothing in this Regulation shall release the estate of a
      deceased holder (whether sole or joint) from any liability in respect of
      any share held by him.

                                       35
<PAGE>
53.   .

      (A)   REGISTRATION OF PERSONS ENTITLED TO SHARES BY OPERATION OF LAW

            Any person becoming entitled to a share in consequence of the death
            or bankruptcy of a member or otherwise by operation of law may
            (subject as hereinafter provided) upon supplying to the Company such
            evidence as the Directors may reasonably require to show his title
            to the share either be registered himself as holder of the share
            upon giving to the Company notice in writing of such desire of his
            or transfer such share to some other person.

      (B)   REGISTRATION OF OTHER PERSONS

            If he elects to have another person registered, he shall:

            (1)   in the case of a Certificated Share, execute an instrument of
                  transfer of the Certificated Share to that person; or

            (2)   in the case of an Uncertificated Share, either procure that
                  instructions are given by means of the Relevant System to
                  effect the transfer of such Uncertificated Share to that
                  person in accordance with the Uncertificated Securities
                  Regulations, or procure that the Uncertificated Share is
                  changed to certificated form and execute an instrument of
                  transfer of that Certificated Share to that person.

      (C)   LIMITATIONS APPLY TO SUCH TRANSFERS

            All the limitations, restrictions and provisions of these
            Regulations relating to the right to transfer and the registration
            of transfers of shares shall be applicable to any such notice or
            transfer as aforesaid as if the death or bankruptcy of the member
            had not occurred and the notice or transfer were a transfer executed
            or instruction given by such member.


54.   ENTITLEMENT TO SHARE RIGHTS PENDING REGISTRATION OF PERSONS ENTITLED TO
      SHARES BY OPERATION OF LAW

      Save as otherwise provided by or in accordance with these Regulations, a
      person becoming entitled to a share in consequence of the death or
      bankruptcy of a member or otherwise by operation of law (upon supplying to
      the Company such evidence as the Directors may reasonably require to show
      his title to the share) shall be entitled to the same dividends and other
      advantages as those to which he would be entitled if he were the
      registered holder of the share except that he shall not be entitled in
      respect thereof (except with the authority of the Directors) to exercise
      any right conferred by membership in relation to meetings of the Company
      until he shall have been registered as a member in respect of the share.


                                       36
<PAGE>
                              UNTRACED SHAREHOLDERS


55.   .

      (A)   COMPANY MAY SELL SHARES OF UNTRACED HOLDERS AFTER CERTAIN PERIODS

            The Company shall be entitled to sell the shares of a member or the
            shares to which a person is entitled by virtue of transmission on
            death or bankruptcy or otherwise by operation of law if and provided
            that:-

            (1)   during the period of twelve years prior to the date of the
                  publication of the advertisements referred to in paragraph (2)
                  below (or, if published on different dates, the first thereof)
                  no communication has been received by the Company from the
                  member or the person entitled by transmission and no cheque or
                  warrant sent by the Company through the post in a pre-paid
                  letter addressed to the member or to the person entitled by
                  transmission to the shares at his address on the Register or
                  otherwise the last known address given by the member or the
                  person entitled by transmission to which cheques and warrants
                  are to be sent has been cashed or no payment made by the
                  Company by any other means permitted by these Regulations has
                  been claimed or accepted and at least three dividends in
                  respect of the shares in question have become payable and no
                  dividend in respect of those shares has been claimed; and

            (2)   the Company shall on expiry of the said period of twelve years
                  have inserted advertisements in both a national daily
                  newspaper and in a newspaper circulating in the area in which
                  the last known address of the member or the address at which
                  service of notices may be effected in the manner authorised by
                  these Regulations is located giving notice of its intention to
                  sell the said shares; and

            (3)   during the said period of twelve years and the period of three
                  months following the publication of the said advertisements
                  the Company shall have received no communication from such
                  member or person; and

            (4)   notice shall have been given to the London Stock Exchange in
                  London of its intention to make such sale.

      (B)   POWER OF SALE TO EXTEND TO ADDITIONAL SHARES

            In addition to the power of sale conferred by paragraph (A) above,
            if during the period of 12 years referred to in paragraph (A)(1)
            above or a further period ending on the date when all the
            requirements of paragraphs (A)(1) to (4) above have been satisfied
            additional shares have been issued in right of those shares held at
            the beginning of, or previously so issued during, those periods and
            all the requirements of paragraphs (A)(1) to (4) have been satisfied
            in respect of the additional shares, the Company shall be entitled


                                       37
<PAGE>
            to sell the additional shares of the relevant member or the relevant
            person entitled by transmission, as the case may be.

      (C)   PROCEDURES FOR EXERCISE OF POWER OF SALE

            To give effect to any such sale the Company may appoint any person
            to execute as transferor an instrument of transfer of Certificated
            Shares or, in respect of any Uncertificated Shares, the Directors
            may exercise any of the powers conferred on the Company by
            Regulation F.17 to effect transfer of the shares, and such
            instrument or exercise of such powers (as the case may be) shall be
            as effective as if it had been executed or exercised by the
            registered holder of or person entitled by transmission to such
            shares, and the title of the transferee shall not be affected by any
            irregularity or invalidity in the proceedings relating thereto. The
            net proceeds of sale shall belong to the Company which shall be
            obliged to account to the former member or other person previously
            entitled as aforesaid for an amount equal to such proceeds and shall
            enter the name of such former member or other person in the books of
            the Company as a creditor for such amount which shall be a permanent
            debt of the Company. No trust shall be created in respect of the
            debt, no interest shall be payable in respect of the same and the
            Company shall not be required to account for any money earned on the
            net proceeds, which may be employed in the business of the Company
            or invested in such investments (other than shares of the Company or
            its parent undertaking, if any) as the Directors may from time to
            time think fit.

                                GENERAL MEETINGS

56.   ANNUAL GENERAL MEETINGS TO BE HELD

      An Annual General Meeting shall be held once in every year, at such time
      (within a period of not more than fifteen months after the holding of the
      last preceding Annual General Meeting) and place as may be determined by
      the Directors. All other General Meetings shall be called Extraordinary
      General Meetings.


57.   DIRECTORS TO CONVENE EXTRAORDINARY GENERAL MEETINGS

      The Directors may whenever they think fit, and shall on any requisition
      made in accordance with the Statutes, proceed with proper expedition to
      convene an Extraordinary General Meeting.


                                       38
<PAGE>
                           NOTICE OF GENERAL MEETINGS

F.58  .

      (A)   PERIODS OF NOTICE FOR GENERAL MEETINGS

            An Annual General Meeting and any Extraordinary General Meeting at
            which it is proposed to pass a Special Resolution, or (save as
            provided by the Statutes) a resolution of which special notice has
            been given to the Company, shall be called by twenty one days'
            notice in writing at the least, and any other Extraordinary General
            Meeting by fourteen days' notice in writing at the least. The period
            of notice shall in each case be exclusive of the day on which it is
            served or deemed to be served and of the day on which the meeting is
            to be held and shall, subject as provided in paragraph (B) of this
            Regulation F.58, be given in the manner hereinafter mentioned to all
            members other than such as are not under the provisions of these
            Regulations entitled to receive such notices from the Company.
            Provided that a General Meeting notwithstanding that it has been
            called by a shorter notice than that specified above shall be deemed
            to have been duly called if it is so agreed:-

            (1)   in the case of an Annual General Meeting by all the members
                  entitled to attend and vote thereat which for this purpose
                  shall include the Founders Share Company; and

            (2)   in the case of an Extraordinary General Meeting by a majority
                  in number of the members having a right to attend and vote
                  thereat, being a majority together holding not less than 95
                  per cent. in nominal value of the shares giving that right,
                  and by the Founders Share Company.


      (B)   DETERMINATION OF RECORD DATE FOR SERVING NOTICES OF MEETINGS

            For the purposes of serving notices of meetings, whether under
            section 370(2) of the Act or any other enactment or under these
            Regulations, the Directors may determine that persons entitled to
            receive such notices are those persons entered on the Register at
            the close of business on a day determined by the Directors, provided
            that, if the Company is a participating issuer, the day determined
            by the Directors may not be more than 21 days before the day that
            the relevant notice of meeting is sent.

      (C)   ACCIDENTAL NON-DELIVERY OF NOTICE TO OR NON-RECEIPT OF NOTICE BY ANY
            PERSON (EXCEPT FOUNDERS SHARE COMPANY) NOT TO INVALIDATE PROCEEDINGS
            AT MEETING

            The accidental omission to give notice to or the non-receipt of
            notice by any person entitled thereto (other than in each case the
            Founders Share Company) shall not invalidate the proceedings at any
            General Meeting.

                                       39
<PAGE>
59.   .

      (A)   CONTENTS OF NOTICES OF GENERAL MEETINGS

            Every notice of a General Meeting shall specify the principal
            meeting place and the satellite meeting places (if any) and the day
            and hour of the meeting and there shall appear with reasonable
            prominence in every such notice a statement that a member entitled
            to attend and vote is entitled to appoint a proxy or proxies to
            attend and, on a poll, vote instead of him and that a proxy need not
            be a member of the Company.

      (B)   NOTICE OF ANNUAL GENERAL MEETING

            In the case of an Annual General Meeting, the notice shall also
            specify the meeting as such.

      (C)   NOTICES TO IDENTIFY SPECIAL BUSINESS

            In the case of any General Meeting at which business other than
            routine business is to be transacted, the notice shall specify the
            general nature of such business; and, if any resolution is to be
            proposed as an Extraordinary Resolution or as a Special Resolution,
            the notice shall contain a statement to that effect.

      (D)   DETERMINATION OF RECORD DATE FOR ENTITLEMENT TO ATTEND AND VOTE AT
            GENERAL MEETINGS

            For the purposes of determining which persons are entitled to attend
            or vote at any General Meeting, the notice may also specify a time
            (which shall not be more than 48 hours before the time fixed for the
            meeting) by which a person must be entered on the Register in order
            to have the right to attend or vote at the meeting. Changes to
            entries on the Register after the time so specified in the notice
            shall be disregarded in determining the rights of any person to so
            attend or vote.


60.   ROUTINE BUSINESS OF ANNUAL GENERAL MEETINGS

      Routine business shall mean and include any business transacted at an
      Annual General Meeting of the following classes:-

      (1)   declaring dividends;

      (2)   receiving and/or adopting the accounts, the reports of the Directors
            and Auditors and other documents required to be attached or annexed
            to the accounts;

      (3)   appointing or re-appointing Directors to fill vacancies arising at
            the meeting on retirement whether by rotation or otherwise;


                                       40
<PAGE>
      (4)   re-appointing the retiring Auditors (unless they were last appointed
            otherwise than by the Company in General Meeting);

      (5)   fixing the remuneration of the Auditors or determining the manner in
            which such remuneration is to be fixed; and

      (6)   granting, renewing or varying authority under section 80 of the Act
            or disapplying section 89 of the Act.


                         PROCEEDINGS AT GENERAL MEETINGS

61.   .

      (A)   CHAIRMANSHIP OF GENERAL MEETINGS

            The Chairman of the Directors, failing whom one of the Deputy
            Chairmen, shall preside as chairman at a General Meeting. If there
            be no such Chairman or Deputy Chairman, or if at any meeting neither
            be present within five minutes after the time appointed for holding
            the meeting and willing to act, the Directors present shall choose
            one of their number (or, if no Director be present or if all the
            Directors present decline to take the chair, the members present
            shall choose one of their number) to be chairman of the meeting.

      (B)   DIRECTORS MAY ATTEND AND SPEAK AT GENERAL MEETINGS

            A Director is entitled to attend and speak at a General Meeting and
            at a separate General Meeting of the holders of a class of shares or
            debentures whether or not he is a member.


F.62  .

      (A)   DIRECTORS MAY MAKE PROVISION FOR PERSONS (OTHER THAN FOUNDERS SHARE
            COMPANY) TO ATTEND GENERAL MEETINGS AT SATELLITE VENUES

            The Directors may resolve to enable persons entitled to attend a
            General Meeting (other than the representative or proxy of the
            Founders Share Company) to do so by attending at a satellite meeting
            place anywhere in the world and the members present in person or by
            proxy at satellite meeting places shall be counted in the quorum for
            and entitled to vote at the meeting, and the meeting shall be duly
            constituted and its proceedings valid provided that (a) in the case
            of any General Meeting falling within the proviso to paragraph (A)
            of Regulation F.63, the Founders Share Company has given its prior
            written consent, and (b) the chairman of the General Meeting is
            satisfied that adequate facilities are available throughout the
            General Meeting to ensure that members attending at all the meeting
            places are able to (i) participate in the business for which the
            meeting has been convened, (ii) hear and see all persons present at
            and who speak (whether by the use of microphones, loudspeakers,


                                       41
<PAGE>
            audio-visual communications equipment or otherwise) in the principal
            meeting place, any satellite meeting place or elsewhere in
            accordance with paragraph (D) below, and (iii) be heard and seen by
            all other persons so present in the same way. The chairman of the
            General Meeting shall be present at, and the meeting shall be deemed
            to take place at, the principal meeting place.

      (B)   DISCRETION OF CHAIRMAN TO INTERRUPT OR ADJOURN GENERAL MEETINGS

            If it appears to the chairman of the General Meeting that the
            facilities at the principal meeting place or any satellite meeting
            place have become inadequate for the purposes referred to in
            paragraph (A) above, then the chairman may, without the consent of
            the meeting, interrupt or adjourn the General Meeting for such time
            and/or to such other place as the chairman of the General Meeting
            may in his absolute discretion determine. All business conducted at
            that General Meeting up to the time of such adjournment shall be
            valid.

      (C)   DIRECTORS MAY ARRANGE FOR PERSONS TO HEAR, SEE AND SPEAK AT GENERAL
            MEETINGS BY AUDIO-VISUAL MEANS

            The Directors may make arrangements for persons entitled to attend a
            General Meeting to be able to view and/or hear the proceedings of
            any General Meeting and/or to speak at the meeting (whether by the
            use of microphones, loudspeakers, audio-visual communications
            equipment or otherwise), by attending a venue anywhere in the world
            not being a satellite meeting place and those attending any such
            venue shall not be regarded as present and shall not be entitled to
            vote at the meeting at or from that venue and the inability for any
            reason of any member present in person or by proxy at such a venue
            to view and/or hear all or any of the proceedings of the meeting
            and/or to speak at the meeting shall not in any way affect the
            validity of such proceedings.

      (D)   VALIDITY OF MEETINGS IF ACCOMMODATION INADEQUATE

            If it appears to the chairman of the General Meeting that any
            principal meeting place or satellite meeting place specified in the
            notice convening the meeting is inadequate to accommodate all
            members entitled and wishing to attend, the meeting shall be duly
            constituted and its proceedings valid if (a) in the case of any
            General Meeting falling within the proviso to paragraph (A) of
            Regulation F.63, any representative or proxy of the Founders Share
            Company is allowed to be present at the principal meeting place, and
            (b) the chairman is satisfied that adequate facilities are available
            to ensure that any other member who is unable to be accommodated is
            able to (i) participate in the business for which the meeting has
            been convened, and (ii) hear and see all persons present at and who
            speak (whether by the use of microphones, loudspeakers, audio-visual
            communications equipment or otherwise), in the principal meeting


                                       43
<PAGE>
            place, any satellite meeting place or elsewhere in accordance with
            this paragraph (D), and (iii) be heard and seen by all other persons
            so present in the same way.

      (E)   RIGHTS OF MEMBERS TO TAKE PART IN GENERAL MEETINGS

            For the purposes of this Regulation, the right for a member to
            participate in the business of any General Meeting shall include,
            without limitation, the right to: speak; vote on any show of hands;
            vote on any poll; be represented by a proxy; and the right to have
            access to all documents which are required by the Statutes and these
            Regulations to be made available at the meeting.


F.63  .

      (A)   QUORUM FOR GENERAL MEETINGS

            No business (other than the appointment of a chairman) shall be
            transacted at any General Meeting unless a quorum is present at the
            time when the meeting proceeds to business. Any two members present
            in person or by proxy and entitled to vote or the Founders Share
            Company, present either by a representative appointed in accordance
            with section 375(1)(a) of the Act or by proxy, shall constitute a
            quorum for all purposes at any General Meeting. Provided that at any
            General Meeting:-

            (1)   the business of which includes the consideration of any such
                  resolution as is mentioned in Regulation F.18, or

            (2)   which is held at a time when a Founders Share Control Notice,
                  which has been served at the Office pursuant to and in
                  accordance with paragraph (C) of Regulation F.19, has not been
                  rescinded by any Rescission Notice served at the Office
                  pursuant to and in accordance with paragraph (D) of that
                  Regulation, or

            (3)   which is called by shorter notice than the twenty one days or
                  fourteen days (as the case may be) specified in Regulation
                  F.58,

            a quorum shall not be present for any purpose unless the Founders
            Share Company is present thereat, either by a representative
            appointed as aforesaid or by proxy.

      (B)   MEETINGS WHERE NO QUORUM PRESENT

            If within five minutes from the time appointed for a General Meeting
            (or such longer interval as the chairman of the meeting may think
            fit to allow) a quorum is not present, the General Meeting, if
            convened pursuant to any of the provisions of section 368 of the Act
            or of Regulation F.20, shall be dissolved. In any other case it


                                       43
<PAGE>
            shall stand adjourned to such other day and such time and such
            principal meeting place and satellite meeting places as may have
            been specified for the purpose in the notice convening the General
            Meeting or (if not so specified) as the chairman of the General
            Meeting may determine and in the latter case not less than seven
            days' notice of the adjourned meeting shall be given, subject always
            to the provisions of paragraph (B) of Regulation F.58, in like
            manner as in the case of the original meeting. At any such adjourned
            meeting all of the provisions of paragraph (A) of this Regulation
            shall apply as though every reference in that Regulation to a
            General Meeting included a reference to any such adjourned meeting.


F.64  .

      (A)   ADJOURNMENT OF GENERAL MEETINGS

            The chairman of any General Meeting at which a quorum is present may
            with the consent of the General Meeting (and shall if so directed by
            the General Meeting) adjourn the meeting from time to time and from
            place to place or for an indefinite period, provided that in the
            case of any General Meeting falling within the proviso to paragraph
            (A) of Regulation F.63 any such adjournment will be subject to the
            consent of any representative or proxy of the Founders Share
            Company.

      (B)   CHAIRMAN'S POWER TO ADJOURN IN CERTAIN CIRCUMSTANCES

            Without prejudice to any other power which he may have under the
            provisions of these Regulations or at common law, the chairman of
            any General Meeting may (without the consent of the meeting but, in
            the case of any General Meeting falling within the proviso to
            paragraph (A) of Regulation F.63, subject to the consent of any
            representative or proxy of the Founders Share Company) interrupt or
            adjourn a meeting if he is of the opinion that it has become
            necessary to do so in order to (i) secure the proper and orderly
            conduct of the meeting, or (ii) give all persons entitled to do so a
            reasonable opportunity of speaking and voting at the meeting, or
            (iii) ensure the proper disposal of the business of the meeting. Any
            such adjournment may be for such time as the chairman of the meeting
            may in his absolute discretion determine, and the chairman of the
            meeting shall have power to specify some other place for holding the
            meeting, notwithstanding that by reason of such adjournment some
            members may be unable to be present at the adjourned meeting. Any
            such person may nevertheless execute a form of proxy for the
            adjourned meeting and if he shall do so and shall deliver the same
            to the chairman of the adjourned meeting or to the Secretary of the
            Company, such proxy shall be valid notwithstanding that it is given
            at less notice than would otherwise be required under these
            Regulations.

                                       44
<PAGE>
      (C)   BUSINESS AT ADJOURNED GENERAL MEETINGS

            No business shall be transacted at any adjourned meeting except
            business which might lawfully have been transacted at the meeting
            from which the adjournment took place. Business transacted at any
            adjourned meeting shall be treated as business transacted at the
            General Meeting which had been adjourned. Where a meeting is
            adjourned for an indefinite period, the time and place for the
            adjourned meeting shall be fixed by the Directors. When a meeting is
            adjourned for thirty days or more or for an indefinite period, not
            less than seven days' notice of the adjourned meeting shall be
            given, subject always to the provisions of paragraph (B) of
            Regulation F.58, in like manner as in the case of the original
            meeting. At any adjourned meeting held pursuant to any of the
            provisions of this Regulation all of the provisions of Regulation 60
            and Regulation F.63 shall apply as though every reference in those
            Regulations to a General Meeting included a reference to any such
            adjourned meeting.


65.   NOTICE OF ADJOURNMENT NOT REQUIRED

      Save as hereinbefore expressly provided, it shall not be necessary to give
      any notice of an adjournment or of the business to be transacted at any
      adjourned meeting.


66.   AMENDMENTS TO RESOLUTIONS

      If an amendment shall be proposed to any resolution under consideration
      but shall in good faith be ruled out of order by the chairman of the
      meeting the proceedings on the substantive resolution shall not be
      invalidated by any error in such ruling. In the case of a resolution duly
      proposed as a Special or Extraordinary Resolution no amendment thereto
      (other than a mere clerical amendment to correct a patent error) may in
      any event be considered or voted upon.


F.67  VOTES BY SHOW OF HANDS UNLESS POLL DEMANDED AND REQUISITIONISTS REQUIRED
      FOR POLL

      At any General Meeting a resolution put to the vote of the meeting shall
      be decided on a show of hands unless a poll is (before or on the
      declaration of the result of the show of hands) demanded by:-

      (A)   the chairman of the meeting; or

      (B)   not less than three members present in person or by proxy and
            entitled to vote; or

      (C)   a member or members present in person or by proxy and representing
            not less than one-tenth of the total voting rights of all the
            members having the right to vote at the meeting; or


                                       45
<PAGE>
      (D)   a member or members present in person or by proxy and holding shares
            in the Company conferring a right to vote at the meeting being
            shares on which an aggregate sum has been paid up equal to not less
            than one-tenth of the total sum paid up on all the shares conferring
            that right; or

      (E)   the Founders Share Company, present either by a representative
            appointed in accordance with section 375(1)(a) of the Act or by
            proxy.

      Provided that:-

      (1)   any such resolution as is mentioned in Regulation F.18, and

      (2)   any resolution which is proposed at a General Meeting at a time when
            a Founders Share Control Notice, which has been served at the Office
            pursuant to and in accordance with paragraph (C) of Regulation F.19,
            has not been rescinded by any Rescission Notice served at the Office
            pursuant to and in accordance with paragraph (D) of that Regulation,

      shall, in the absence of the written consent of the Founders Share Company
      to the contrary, be a resolution on which a poll must be taken, and in the
      event that a poll shall not be taken on any such resolution as aforesaid
      the result of any show of hands on that resolution shall be deemed to be
      invalid for all purposes.


68.   .

      (A)   WITHDRAWAL OF DEMAND FOR POLL

            A demand for a poll may be withdrawn only with the approval of the
            General Meeting. Unless a poll is duly demanded, or is required to
            be taken, a declaration by the chairman of the meeting that a
            resolution has been carried, or carried unanimously, or by a
            particular majority, or lost, and an entry to that effect in the
            minute book, shall be conclusive evidence of that fact without proof
            of the number or proportion of the votes recorded for or against
            such resolution. If a poll is duly demanded, or is required to be
            taken, it shall be taken in such manner (including the use of ballot
            or other voting papers or tickets) as the chairman of the meeting
            may direct, and the result of the poll shall be deemed to be the
            resolution of the meeting at which the poll was so demanded or
            required to be taken. The chairman of the meeting may (and if so
            directed by the meeting shall) appoint scrutineers and may adjourn
            the meeting to some place and time fixed by him for the purpose of
            declaring the result of the poll.

      (B)   PROCEDURE FOR POLLS

            A poll which is duly demanded (or which is required to be taken) on
            the choice of a chairman or on a question of adjournment shall be
            taken forthwith. A poll which is duly demanded (or which is required
            to be taken) on any other question shall be taken either immediately


                                       46
<PAGE>
            or at such subsequent time (not being more than thirty days from the
            date of the meeting) and place as the chairman may direct. No notice
            need be given of a poll not taken immediately. The fact that a poll
            shall have been duly demanded (or shall be required to be taken) on
            any question (other than on the choice of a chairman or an
            adjournment) shall not prevent the continuance of the meeting for
            the transaction of any business other than that question.


69.   CHAIRMAN TO HAVE CASTING VOTE

      In the case of an equality of votes, whether on a show of hands or on a
      poll, the chairman of the meeting at which the show of hands takes place
      or at which the poll is demanded shall be entitled to a casting vote.


F.70  ARRANGEMENTS FOR SECURITY OF GENERAL MEETINGS

      The Directors and, at any General Meeting, the chairman may make any
      arrangement and impose any restriction they consider appropriate to ensure
      the security and orderly conduct of a General Meeting including, without
      limitation, the searching of the personal property of persons attending
      the meeting and the restriction of items that may be taken into the
      meeting place. The Directors and, at any General Meeting, the chairman is
      entitled to refuse entry to a meeting to a person (other than any
      representative or proxy of the Founders Share Company) who refuses to
      comply with these arrangements or restrictions.



                                VOTES OF MEMBERS


71.   VOTES ON SHOW OF HANDS AND ON POLLS

      Subject as otherwise provided by these Regulations, at any General Meeting
      of the Company:-

      (1)   on any show of hands every member entitled to vote at such General
            Meeting other than the Founders Share Company who is present in
            person shall have one vote;

      (2)   on any poll every holder of Ordinary Shares shall have one vote for
            every Ordinary Share of which he is the holder.


72.   VOTES OF JOINT HOLDERS

      In the case of joint holders of a share the vote of the senior who tenders
      a vote, whether in person or by proxy, shall be accepted to the exclusion
      of the votes of the other joint holders and for this purpose seniority
      shall be determined by the order in which the names stand in the Register
      in respect of the share.


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<PAGE>
73.   VOTES BY RECEIVERS AND OTHERS ON BEHALF OF MEMBERS SUFFERING FROM MENTAL
      DISORDER

      Where in England or elsewhere a receiver or other person (by whatever name
      called) has been appointed by any court claiming jurisdiction in that
      behalf to exercise powers with respect to the property or affairs of any
      member on the ground (however formulated) of mental disorder, the
      Directors may in their absolute discretion, upon or subject to production
      of such evidence of the appointment as the Directors may require, permit
      such receiver or other person on behalf of such member to vote in person
      or by proxy at any General Meeting or to exercise any other right
      conferred by membership in relation to meetings of the Company.


F.74  .

      (A)   NO MEMBERS TO VOTE IF SUMS UNPAID ON SHARES

            No member shall, unless the Directors otherwise determine, be
            entitled in respect of shares held by him to vote at a General
            Meeting or meeting of the holders of any class of shares of the
            Company either personally or by proxy or to exercise any other right
            conferred by membership in relation to meetings of the Company or of
            the holders of any class of shares of the Company if any call or
            other sum presently payable by him to the Company in respect of such
            shares remains unpaid.

      (B)   DIRECTION NOTICES TO MEMBERS AND OTHERS NOT ENTITLED TO VOTE BECAUSE
            IN DEFAULT UNDER SECTION 212

            If any member, or any other person appearing to be interested in
            shares held by such member, has been duly served with a notice under
            section 212 of the Act and is in default for the prescribed period
            in supplying to the Company the information thereby required, then
            the Directors may in their absolute discretion at any time
            thereafter by notice (a "DIRECTION NOTICE") to such member direct
            that:-

            (1)   in respect of the shares in relation to which the default
                  occurred (the "DEFAULT SHARES") the member shall not be
                  entitled to attend or vote (either in person or by proxy) at a
                  General Meeting or at a separate general meeting of the
                  holders of a class of shares or on a poll;

            (2)   where the Default Shares represent at least 0.25 per cent. of
                  the class of shares concerned, then the Direction Notice may
                  additionally direct that any of the following shall be
                  effected:-

                  (a)   in respect of the Default Shares any dividend or other
                        money which would otherwise be payable on such shares
                        shall be retained by the Company without any liability
                        to pay interest thereon when such money is finally paid
                        to the member and any shares issued in lieu of dividend
                        be withheld by the Company;


                                       48
<PAGE>
                  (b)   no transfer of any Default Shares which are held in
                        certificated form shall be registered unless the
                        transfer is an approved transfer or:-

                        (i)   the member is not himself in default as regards
                              supplying the information requested; and

                        (ii)  the transfer is of part only of the member's
                              holding and when presented for registration is
                              accompanied by a certificate by the member in a
                              form satisfactory to the Directors to the effect
                              that after due and careful enquiry the member is
                              satisfied that no person in default as regards
                              supplying such information is interested in any of
                              the shares the subject of the transfer;

                  (c)   if the Directors so determine, the Company shall be
                        entitled to require the holder of any such Default
                        Shares which are held in uncertificated form, by notice
                        in writing to the holder concerned, to change his
                        holding of uncertificated Default Shares to certificated
                        form within such period as may be specified in the
                        notice and require such holder to continue to hold such
                        Default Shares in certificated form for so long as the
                        default subsists. The Directors may also appoint any
                        person to take such other steps, by instruction by means
                        of a Relevant System or otherwise, in the name of the
                        holder of such Default Shares, to effect conversion of
                        such shares to certificated form and such steps shall be
                        as effective as if they had been taken by the registered
                        holder of the uncertificated Default Shares.

      The Company shall send to each other person appearing to be interested in
      the shares the subject of any Direction Notice a copy of the notice, but
      the failure or omission by the Company to do so shall not invalidate such
      notice.

      (C)   CESSER OF EFFECT OF DIRECTION NOTICES

            Any Direction Notice shall cease to have effect seven days after the
            earlier of:

            (1)   receipt by the Company of notice of an approved transfer, but
                  only in relation to the shares transferred; and

            (2)   receipt by the Company, in a form satisfactory to the
                  Directors, of all the information required by the section 212
                  notice.

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<PAGE>
      (D)   DIRECTION NOTICES AND DEPOSITARIES

            Where any person appearing to be interested in any shares has been
            served with a notice under section 212 of the Act and such shares
            are held by a recognised depositary, the provisions of this
            Regulation shall be deemed to apply only to those shares held by the
            recognised depositary in which such person appears to be interested
            and references to default shares shall be construed accordingly.

      (E)   OBLIGATIONS OF DEPOSITARY UNDER DIRECTION NOTICE

            Where the member on whom a notice under section 212 of the Act has
            been served is a recognised depositary, the obligations of the
            recognised depositary acting in its capacity as such shall be
            limited to disclosing to the Company such information relating to
            any person appearing to be interested in the shares held by it as
            has been recorded by the recognised depositary pursuant to the
            arrangements entered into by the Company or approved by the
            Directors pursuant to which it was appointed as a recognised
            depositary.

      (F)   INTERPRETATION OF REGULATION F.74

            For the purposes of this Regulation:-

            (1)   a person shall be treated as appearing to be interested in any
                  shares if the member holding such shares has given to the
                  Company a notification under the said section 212 which either
                  (a) names such person as being so interested or (b) fails to
                  establish the identities of those interested in the shares and
                  (after taking into account the said notification and any other
                  relevant section 212 notification) the Company knows or has
                  reasonable cause to believe that the person in question is or
                  may be interested in the shares;

            (2)   the prescribed period in respect of any particular member is
                  14 days from the date of service of the said notice under the
                  said section 212;

            (3)   a transfer of shares is an approved transfer if but only if:-

                  (a)   it is a transfer of shares to an offeror by way or in
                        pursuance of acceptance of a takeover offer (as defined
                        in section 428(1) of the Act); or

                  (b)   the Directors are satisfied that the transfer is made
                        pursuant to a sale of the whole of the beneficial
                        ownership of the shares to a party unconnected with the
                        member and with other persons appearing to be interested
                        in such shares; or


                                       50
<PAGE>
                  (c)   the transfer results from a sale made through a
                        recognised investment exchange as defined in the
                        Financial Services Act 1986 or any other stock exchange
                        outside the United Kingdom on which the Company's shares
                        are normally traded.

            (4)   a recognised depositary is an ADR Custodian or a trustee
                  (acting in his capacity as such) of any Employee's Share
                  Scheme established by the Company where such scheme has been
                  approved by the Directors for the purposes of this Regulation.

      (G)   SAVING FOR DIRECTORS POWERS UNDER SECTION 216

            Nothing contained in this Regulation shall limit the power of the
            Directors under section 216 of the Act.


F.75  FOUNDERS SHARE COMPANY MAY REQUIRE DIRECTORS TO SERVE SECTION 212 NOTICE
      OR DIRECTION NOTICE OR TO APPLY TO COURT UNDER SECTION 216

      The Founders Share Company shall be entitled in its absolute discretion at
      any time and from time to time to serve or cause to be served upon the
      Company at the Office a requisition in writing requiring the Directors:

      (1)   to serve in accordance with section 212 of the Act such notice or
            notices upon such person or respective persons as shall be specified
            in such requisition; and/or

      (2)   to serve in accordance with paragraph (B) of Regulation F.74 a
            Direction Notice or Notices upon such person or respective persons
            and applying such of the provisions of paragraph (B) of Regulation
            F.74 as shall be specified in such requisition; and/or

      (3)   to apply to the Court under section 216 of the Act for such order
            against such person or respective persons as shall be specified in
            such requisition,

      and the Directors shall be bound to comply with any such requisition as
      soon as practicable after service thereof as aforesaid.


F.76  OBJECTIONS TO ADMISSIBILITY OF VOTES TO BE RAISED ONLY AT THE RELEVANT
      MEETING - SAVING FOR VOTES OF FOUNDERS SHARE

      No objection shall be raised as to the admissibility of any vote except at
      the meeting or adjourned meeting at which the vote objected to is or may
      be given or tendered and every vote not disallowed at such meeting shall
      be valid for all purposes. Any such objection shall be referred to the
      chairman of the meeting whose decision shall be final and conclusive save
      that no such decision shall be capable of prejudicing the effect of any
      valid exercise of any of the voting rights attached by these Regulations
      to the Founders Share.

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<PAGE>
F.77  VOTES ON A POLL MAY BE GIVEN PERSONALLY OR BY PROXY

      On a poll votes may be given either personally or by proxy and a person
      entitled to more than one vote need not use all his votes or cast all the
      votes he uses in the same way.


F.78  PROXY NEED NOT BE A MEMBER 

      A proxy need not be a member of the Company.


F.79  REQUIREMENTS AS TO FORM OF APPOINTMENT OF PROXY

      An instrument appointing a proxy shall be in writing in any usual or
      common form or in any other form which the Directors may approve and:-

      (A)   in the case of an individual shall be signed by the appointor or his
            attorney; and

      (B)   in the case of a corporation shall be either given under its common
            seal or signed on its behalf by an attorney or a duly authorised
            officer of the corporation, or in the case of the Founders Share
            Company may be signed by any one of the Reuter Trustees.

      The signature on such instrument need not be witnessed. Where an
      instrument appointing a proxy is signed on behalf of the appointor by an
      attorney, the letter or power of attorney or a duly certified copy thereof
      must (failing previous registration with the Company) be lodged with the
      instrument of proxy pursuant to the next following Regulation, failing
      which the chairman of the meeting may treat the instrument as invalid.


80.   PROCEDURE FOR APPOINTMENT OF PROXY

      An instrument appointing a proxy must be left at such place or one of such
      places (if any) as may be specified for that purpose in or by way of note
      to or in any document accompanying the notice convening the meeting (or,
      if no place is so specified, at the Transfer Office) not less than forty
      eight hours before the time appointed for the holding of the meeting or
      adjourned meeting or (in the case of a poll taken otherwise than at or on
      the same day as the meeting or adjourned meeting) for the taking of the
      poll at which it is to be used, and in default shall not be treated as
      valid. The instrument shall, unless the contrary is stated thereon, be
      valid as well for any adjournment of the meeting as for the meeting to
      which it relates. Provided that an instrument of proxy relating to more
      than one meeting (including any adjournment thereof) having once been so
      delivered for the purposes of any meeting shall not require again to be
      delivered for the purposes of any subsequent meeting to which it relates.
      When two or more valid but differing instruments of proxy are delivered
      for the same share for use at the same meeting, the one which is last
      validly delivered (regardless of its date or the date of its execution)
      shall be treated as replacing and revoking the other or others as regards
      that share. Deposit of an instrument of proxy does not prevent a member


                                       52
<PAGE>
      attending and voting in person at the meeting or an adjournment of the
      meeting or on a poll in which case no proxy shall be entitled to attend or
      vote in place of that member.


81.   PROXY MAY JOIN IN DEMAND FOR POLL BUT NOT OTHERWISE SPEAK AT MEETING

      An instrument appointing a proxy shall be deemed to include the right to
      demand or join in demanding a poll but shall not confer any further right
      to speak at the meeting, except with the permission of the chairman of the
      meeting.


82.   VALIDITY OF VOTES BY PROXIES

      A vote cast by proxy shall not be invalidated by the previous death or
      insanity of the principal or by the revocation of the appointment of the
      proxy or of the authority under which the appointment was made provided
      that no intimation in writing of such death, insanity or revocation shall
      have been received by the Company at the Transfer Office at least one hour
      before the commencement of the meeting or (in the case of a poll taken
      other than at or on the same day as the meeting or adjourned meeting) the
      time appointed for the taking of a poll at which the vote is cast.


                     CORPORATIONS ACTING BY REPRESENTATIVES

F.83  .

      (A)   REQUIREMENTS FOR APPOINTMENT OF REPRESENTATIVE BY CORPORATION

            Any corporation which is a member of the Company may, in accordance
            with the provisions of section 375(1)(a) of the Act, by resolution
            of its directors or other governing body authorise such person as it
            thinks fit to act as its representative at any meeting of the
            Company or of any class of members of the Company. A Director, the
            Secretary or other person authorised for the purpose by the
            Secretary may require the representative to produce a certified copy
            of the resolution of authorisation before permitting him to exercise
            his powers.

      (B)   REPRESENTATIVES OF FOUNDERS SHARE COMPANY

            A person who in accordance with the Articles of Association of the
            Founders Share Company from time to time in force is deemed to be
            such a representative as aforesaid shall be treated as such for the
            purposes of these Regulations.

      (C)   POWERS OF REPRESENTATIVES OF CORPORATIONS

            Any person so authorised or treated as so authorised shall be
            entitled to exercise the same powers on behalf of such corporation
            as the corporation could exercise if it were an individual member of
            the Company and such corporation shall for the purposes of these
            Regulations be deemed to be present in person at any such meeting if
            a person so authorised or treated as so authorised is present
            thereat.

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<PAGE>
                                    DIRECTORS


84.   NUMBER OF DIRECTORS

      The Directors shall not be less than five nor more than fifteen in number,
      but the Company in General Meeting may at any time and from time to time
      by Ordinary Resolution alter the minimum number and/or the maximum number
      of Directors.


85.   NO SHARE QUALIFICATION - DIRECTORS MAY ATTEND AND SPEAK AT GENERAL
      MEETINGS

      A Director shall not be required to hold any shares of the Company by way
      of qualification. A Director who is not a member of the Company shall
      nevertheless be entitled to attend and speak at General Meetings.


86.   REMUNERATION OF NON-EXECUTIVE DIRECTORS

      Directors of the Company not holding executive office shall each be
      entitled to ordinary remuneration of such sum as shall be determined
      either before or after the adoption of these Regulations by an Ordinary
      Resolution of the Company in General Meeting.


87.   EXECUTIVE DIRECTORS - NUMBERS AND REMUNERATION

      Any Director who holds an executive office (including for this purpose the
      office of Chairman or Deputy Chairman whether or not such office is held
      in an executive capacity) may be paid such remuneration by way of salary,
      commission or otherwise as the Directors may determine. Any other Director
      who serves on any committee of the Directors or otherwise performs
      services which in the opinion of the Directors are outside the ordinary
      duties of a non-executive Director may be paid such remuneration, in
      addition to his ordinary remuneration, by way of salary, commission or
      otherwise as the Directors may determine. The maximum number of the
      Directors who may hold an executive office shall be the maximum number of
      Directors prescribed pursuant to Regulation 84 less five, provided that,
      if at any time there are less than such maximum number of Directors, no
      Director may be appointed who holds executive office or to an executive
      office unless there are at least five Directors not holding any executive
      office.


88.   DIRECTORS' EXPENSES

      The Directors may repay to any Director all such reasonable expenses as he
      may incur in attending and returning from meetings of the Directors or of
      any committee of the Directors or General Meetings or otherwise in or
      about the business of the Company.

                                       54
<PAGE>
89.   .

      (A)   POWERS TO GIVE PENSIONS TO DIRECTORS

            The Directors shall have power to pay and agree to pay pensions or
            other retirement, superannuation, death or disability benefits to
            (or to any person in respect of) any Director or ex-Director and for
            the purpose of providing any such pensions or other benefits to
            contribute to any scheme or fund or to pay premiums.

      (B)   POWER TO ARRANGE DIRECTORS AND OFFICERS INSURANCE

            Without prejudice to the provisions of Regulation 155 the Directors
            shall have power to purchase and maintain insurance for or for the
            benefit of any persons who are or were at any time directors,
            officers or employees or auditors of the Company, or of any other
            company which is its parent undertaking or in which the Company or
            such parent undertaking or any of the predecessors of the Company or
            of such parent undertaking has any interest whether direct or
            indirect or which is in any way allied to or associated with the
            Company, or of any subsidiary undertaking of the Company or of any
            such other company, or who are or were at any time trustees of any
            pension fund in which any employees of the Company or of any such
            other company or subsidiary undertaking are interested, including
            (without prejudice to the generality of the foregoing) insurance
            against any liability incurred by such persons in respect of any act
            or omission in the actual or purported execution and/or discharge of
            their duties and/or in the exercise or purported exercise of their
            powers and/or otherwise in relation to their duties, powers or
            offices in relation to the Company or any such other company,
            subsidiary undertaking or pension fund.


90.   DIRECTORS MAY BE INTERESTED IN CONTRACTS WITH THE COMPANY AND IN COMPANIES
      PARTY TO SUCH CONTRACTS

      A Director may be party to or in any way interested in any contract or
      arrangement or transaction to which the Company is a party or in which the
      Company is in any way interested and he may hold and be remunerated in
      respect of any office or place of profit (other than the office of Auditor
      of the Company or any subsidiary undertaking thereof) under the Company or
      any other company in which the Company is in any way interested and he (or
      any firm of which he is a member) may act in a professional capacity for
      the Company or any such other company and be remunerated therefor and in
      any such case as aforesaid (save as otherwise agreed) he may retain for
      his own absolute use and benefit all profits and advantages accruing to
      him thereunder or in consequence thereof.


91.   .

      (A)   DIRECTORS MAY APPOINT MANAGING DIRECTOR


                                       55
<PAGE>
            The Directors may from time to time appoint (subject to the
            provisions of Regulation 87) one or more of their body to be the
            holder of any executive office (including, where considered
            appropriate, the office of Managing or Joint Managing or Deputy or
            Assistant Managing Director or Chief Executive) on such terms and
            for such periods as they may (subject to the provisions of the
            Statutes) determine and, without prejudice to the terms of any
            contract entered into in any particular case, may at any time revoke
            any such appointment.

      (B)   APPOINTMENT AS MANAGING DIRECTOR TO CEASE WITH DIRECTORSHIP

            The appointment of any Director to the office of Managing or Joint
            Managing or Deputy or Assistant Managing Director or Chief Executive
            shall automatically determine if he ceases to be a Director but
            without prejudice to any claim for damages for breach of any
            contract of service between him and the Company.

      (C)   APPOINTMENT TO ANY OTHER EXECUTIVE OFFICE NOT TO CEASE WITH
            DIRECTORSHIP UNLESS CONTRACT SO PROVIDES

            The appointment of any Director to any other executive office shall
            not automatically determine if he ceases from any cause to be a
            Director, unless the contract or resolution under which he holds
            office shall expressly state otherwise, in which event such
            determination shall be without prejudice to any claim for damages
            for breach of any contract of service between him and the Company.


92.   DIRECTORS MAY DELEGATE POWERS TO EXECUTIVE DIRECTORS

      The Directors may entrust to and confer upon any Director holding any
      executive office any of the powers exercisable by them as directors upon
      such terms and conditions and with such restrictions as they think fit,
      and either collaterally with or to the exclusion of their own powers, and
      may from time to time revoke, withdraw, alter or vary all or any of such
      powers.


                APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS

93.   SECTION 293 TO APPLY TO THE COMPANY

      The provisions of section 293 of the Act shall apply to the Company.


94.   VACATION OF OFFICE AS DIRECTOR:

      The office of a Director shall be vacated in any of the following events,
      namely:-

      (A)   IF PROHIBITED FROM ACTING BY LAW:

            If he shall become prohibited by law from acting as a Director;


                                       56
<PAGE>
      (B)   ON RESIGNATION:

            If he shall resign by writing under his hand left at the Office or
            if he shall in writing offer to resign and the Directors shall
            resolve to accept such offer;

      (C)   ON INSOLVENCY:

            If he shall have a receiving order made against him or shall
            compound with his creditors generally or shall apply to the court
            for an interim order under section 253 of the Insolvency Act 1986 in
            connection with a voluntary arrangement under that Act;

      (D)   AS A CONSEQUENCE OF MENTAL DISORDER:

            If in England or elsewhere an order shall be made by any court
            claiming jurisdiction in that behalf on the ground (however
            formulated) of mental disorder for his detention or for the
            appointment of a guardian or for the appointment of a receiver or
            other person (by whatever name called) to exercise powers with
            respect to his property or affairs; and/or

      (E)   ON REMOVAL BY CO-DIRECTORS:

            If he shall be removed from office by notice in writing served upon
            him signed by all his co-Directors, but so that if he holds an
            appointment to an executive office which thereby automatically
            determines such removal shall be deemed an act of the Company and
            shall have effect without prejudice to any claim for damages for
            breach of any contract of service between him and the Company.


95.   DIRECTORS TO RETIRE BY ROTATION

      At each Annual General Meeting of the Company one-third of the Directors
      for the time being (or, if their number is not a multiple of three, the
      number nearest to but not greater than one-third) shall retire from office
      by rotation.


96.   WHICH DIRECTORS TO RETIRE

      The Directors to retire by rotation shall include or comprise any Director
      who is due to retire at the meeting by reason of age or who wishes to
      retire and not to offer himself for re-election. Any further Directors so
      to retire shall be those of the Directors who have been longest in office
      since their last re-election or appointment and so that as between persons
      who become or were last re-elected Directors on the same day those to
      retire shall (unless they otherwise agree among themselves) be determined
      by lot. A retiring Director shall be eligible for re-election.


                                       57
<PAGE>
97.   APPOINTMENT OF DIRECTORS BY COMPANY

      The Company at the meeting at which a Director retires under any provision
      of these Regulations may by Ordinary Resolution fill the office being
      vacated by electing thereto the retiring Director or some other person
      eligible for appointment. In default the retiring Director shall be deemed
      to have been re-elected except in any of the following cases:-

     (1)  Where at such meeting it is expressly resolved not to fill such office
          or a resolution for the re-election of such Director is put to the
          meeting and lost;

     (2)  Where such Director has given notice in writing to the Company that he
          is unwilling to be re-elected;

     (3)  Where the default is due to the moving of a resolution in
          contravention of the next following Regulation;

     (4)  Where such Director has attained any retiring age applicable to him as
          Director.

     The retirement shall not have effect until the conclusion of the meeting
     except where a resolution is passed to elect some other person in the place
     of the retiring Director or a resolution for his re-election is put to the
     meeting and lost and accordingly a retiring Director who is re-elected or
     deemed to have been re-elected will continue in office without a break.


98.  RESOLUTIONS TO APPOINT TWO OR MORE DIRECTORS TO BE SUBJECT TO CONSENT OF
     GENERAL MEETING

     A resolution for the appointment of two or more persons as Directors by a
     single resolution shall not be moved at any General Meeting unless a
     resolution that it shall be so moved has first been agreed to by the
     meeting without any vote being given against it; and any resolution moved
     in contravention of this Regulation shall be void.


99.   NOTICE OF CANDIDATURE FOR DIRECTORSHIP

      No person other than a Director retiring at the meeting shall, unless
      recommended by the Directors for election, be eligible for appointment as
      a Director at any General Meeting unless not less than seven nor more than
      forty two days (inclusive of the date on which the notice is given) before
      the date appointed for the meeting there shall have been lodged at the
      Office notice in writing signed by some member (other than the person to
      be proposed) duly qualified to attend and vote in respect of the
      appointment of such person at the meeting concerned or by the Founders
      Share Company of his or its intention to propose such person for election
      and also notice in writing signed by the person to be proposed of his
      willingness to be appointed or reappointed.


                                       58
<PAGE>
100.  COMPANY MAY REMOVE AND REPLACE DIRECTORS BY ORDINARY RESOLUTION

      The Company may, in accordance with and subject to the provisions of the
      Statutes, by Ordinary Resolution of which special notice has been given
      remove any Director from office (notwithstanding any provision of these
      Regulations or of any agreement between the Company and such Director, but
      without prejudice to any claim he may have for damages for breach of any
      such agreement) and appoint another person to be a Director in place of
      the Director so removed from office and any person so appointed shall be
      treated for the purpose of determining the time at which he or any other
      Director is to retire by rotation as if he had become a Director on the
      day on which the Director in whose place he is appointed was last elected
      such a Director. In default of such appointment the vacancy arising upon
      the removal of a Director from office may be filled as a casual vacancy.


101.  COMPANY AND DIRECTORS MAY FILL CASUAL VACANCIES AND APPOINT ADDITIONAL
      DIRECTORS

      Subject to the maximum numbers of Directors and of Directors who may hold
      an executive office fixed by or in accordance with these Regulations:-

      (1)   the Company may by Ordinary Resolution appoint any person to be a
            Director either to fill a casual vacancy or as an additional
            Director; and

      (2)   without prejudice to paragraph (1) above the Directors may at any
            time appoint any person to be a Director either to fill a casual
            vacancy or as an additional Director.

      Any person so appointed by the Directors shall hold office only until the
      next Annual General Meeting and shall then be eligible for re-election,
      but he shall not be taken into account in determining the number of
      Directors who are to retire by rotation at such meeting.


                               ALTERNATE DIRECTORS

102.  .

      (A)   DIRECTORS MAY APPOINT ALTERNATES

      Any Director may at any time in writing under his hand and deposited at
      the Office, or delivered at a meeting of the Directors, appoint any person
      (including another Director) to be his alternate Director and may in like
      manner at any time terminate such appointment. Such appointment, unless
      previously approved by the Directors, shall have effect only upon and
      subject to being so approved.

      (B)   ALTERNATESHIPS TO DETERMINE WITH DIRECTORSHIP OF APPOINTOR


                                       59
<PAGE>
      The appointment of an alternate Director shall determine on the happening
      of any event which if he were a Director would cause him to vacate such
      office or if his appointor ceases to be a Director.

      (C)   RIGHTS AND POWERS OF ALTERNATES

            An alternate Director shall be entitled to receive notices of
            meetings of the Directors and shall be entitled to attend and vote
            as a Director at any such meeting at which the Director appointing
            him is not personally present and generally at such meeting to
            perform all functions of his appointor as a Director and for the
            purposes of the proceedings at such meeting the provisions of these
            Regulations shall apply as if he (instead of his appointor) were a
            Director. If he shall be himself a Director or shall attend any such
            meeting as an alternate for more than one Director, his voting right
            shall be cumulative. To such extent as the Directors may from time
            to time determine in relation to any committees of the Directors the
            foregoing provisions of this paragraph shall also apply to any
            meeting of any such committee of which his appointor is a member. An
            alternate Director shall not (save as aforesaid) have power to act
            as a Director nor shall he be deemed to be a Director for the
            purposes of these Regulations.

      (D)   ALTERNATES MAY BE INTERESTED IN CONTRACTS, BE PAID EXPENSES AND BE
            INDEMNIFIED

            An alternate Director shall be entitled to contract and be
            interested in and benefit from contracts or arrangements or
            transactions and to be repaid expenses and to be indemnified to the
            same extent as if he were a Director but he shall not be entitled to
            receive from the Company in respect of his appointment as alternate
            Director any remuneration except only such part (if any) of the
            remuneration otherwise payable to his appointor as such appointor
            may by notice in writing to the Company from time to time direct.


                      MEETINGS AND PROCEEDINGS OF DIRECTORS

103.  .

      (A)   DIRECTORS MAY MEET AND REGULATE PROCEEDINGS - DETERMINING
            RESOLUTIONS

            Subject to the provisions of these Regulations the Directors may
            meet together for the despatch of business, adjourn and otherwise
            regulate their proceedings as they think fit. Without prejudice to
            the generality of the foregoing, the Directors may determine by
            resolution (a "DETERMINING RESOLUTION") that questions on certain
            matters may only be determined by a special majority of votes. To be
            valid a resolution varying or revoking a determining resolution will
            require the same special majority of votes as is required to
            determine questions on matters which are the subject of the
            determining resolution.

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      (B)   DIRECTORS MAY SUMMON MEETINGS OF DIRECTORS

            At any time any Director may, and the Secretary on the requisition
            of a Director shall, summon a meeting of the Directors. Any Director
            may waive notice of any meeting and any such waiver may be
            retroactive.


104.  QUORUM FOR DIRECTORS' MEETINGS

      The quorum necessary for the transaction of the business of the Directors
      may be fixed from time to time by the Directors and unless so fixed at any
      other number shall be five. A meeting of the Directors at which a quorum
      is present shall be competent to exercise all powers and discretions from
      time to time exercisable by the Directors.


105.  QUESTIONS TO BE DETERMINED BY MAJORITY VOTING

      Subject to Regulations 103 and 109, questions arising at any meeting of
      the Directors shall be determined by a majority of votes.


106.  .

      (A)   DIRECTORS' INTERESTS IN CONTRACTS - GENERAL PROHIBITION ON VOTING

            Save as herein provided, a Director shall not vote in respect of any
            contract or arrangement or any other proposal whatsoever in which he
            has an interest which (together with any interest of any person
            connected with him within the meaning of section 346 of the Act) is,
            to his knowledge, a material interest, otherwise than by virtue of
            his interests in shares or debentures or other securities of or
            otherwise in or through the Company.

      (B)   EXCEPTIONS TO PROHIBITION ON VOTING

            Subject to the provisions of the Statutes a Director shall (in the
            absence of some other material interest than is indicated below) be
            entitled to vote in respect of any resolution concerning any of the
            following matters, namely:-

            (1)   The giving of any guarantee, security or indemnity to him in
                  respect of money lent or obligations incurred by him or any
                  other person at the request of or for the benefit of the
                  Company or any of its subsidiary undertakings;

            (2)   The giving of any guarantee, security or indemnity to a third
                  party in respect of a debt or obligation of the Company or any
                  of its subsidiary undertakings for which he himself has
                  assumed responsibility in whole or in part under a guarantee
                  or indemnity or by the giving of security;

            (3)   Any proposal concerning an offer of shares or debentures or
                  other securities of or by the Company or any of its subsidiary
                  undertakings for subscription or purchase in which offer he is
                  or may be entitled to participate as a holder of securities or


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                  is to be interested as a participant in the underwriting or
                  sub-underwriting thereof;

            (4)   Any proposal concerning any other company in which he is
                  interested, directly or indirectly and whether as an officer
                  or shareholder or otherwise howsoever, provided that he
                  (together with persons connected with him within the meaning
                  of section 346 of the Act) does not to his knowledge hold an
                  interest in shares (as that term is used in sections 198 to
                  211 of the Act) representing one per cent. or more of the
                  issued shares of any class of such company (or of any third
                  company through which his interest is derived) or of the
                  voting rights available to members of the relevant company
                  (any such interest being deemed for the purpose of this
                  Regulation to be a material interest in all circumstances);
                  and/or

            (5)   Any proposal concerning the adoption, modification or
                  operation of any pension, superannuation or similar scheme or
                  retirement, death or disability benefits scheme or Employees'
                  Share Scheme which has been approved by the Inland Revenue or
                  is conditional upon such approval or does not award him any
                  privilege or benefit not awarded to the employees to whom such
                  scheme relates; and/or

            (6)   Any proposal concerning any insurance which the Company is
                  empowered to purchase and/or maintain for or for the benefit
                  of any Directors of the Company or for persons who include
                  Directors of the Company.

      (C)   DIRECTORS VOTING ON EXECUTIVE APPOINTMENTS

            Where proposals are under consideration concerning the appointment
            (including fixing or varying the terms of the appointment) of two or
            more Directors to offices or employments with the Company or any
            company in which the Company is interested, such proposals may be
            divided and considered in relation to each Director separately and
            in such case each of the Directors concerned (if not debarred from
            voting under paragraph (B)(4) of this Regulation) shall be entitled
            to vote in respect of each resolution except that concerning his own
            appointment.

      (D)   CHAIRMAN TO RULE ON MATERIALITY OF A DIRECTOR'S INTEREST

            If any question shall arise at any time as to the materiality of a
            Director's interest or as to the entitlement of any Director (other
            than the chairman of the meeting) to vote and such question is not
            resolved by his voluntarily agreeing to abstain from voting, such
            question shall be referred to the chairman of the meeting and his
            ruling in relation to any other Director shall be final and


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            conclusive except in a case where the nature or extent of the
            interest of such Director has not been fairly disclosed.

      (E)   DIRECTORS TO RESOLVE AS TO THE MATERIALITY OF A CHAIRMAN'S INTEREST

            If any question shall arise at any time as to the materiality of the
            interest of the chairman of the meeting or as to the entitlement of
            the chairman to vote and such question is not resolved by his
            voluntarily agreeing to abstain from voting, such question shall be
            decided by resolution of the Directors or committee members present
            at the meeting (excluding the chairman) whose majority vote shall be
            final and conclusive, except in a case where the nature or extent of
            the interest of the chairman has not been fairly disclosed.

      (F)   INTERESTS OF THE APPOINTOR OF AN ALTERNATE TO BE TREATED AS THE
            INTERESTS OF THE ALTERNATE

            For the purposes of this Regulation, in relation to an alternate
            Director, the interest of his appointor shall be treated as the
            interest of the alternate Director in addition to any interest which
            the alternate Director otherwise has. This Regulation applies to an
            alternate Director as if he were a Director otherwise appointed.


107.  DIRECTORS MAY ACT NOTWITHSTANDING VACANCIES - LIMITED POWERS IF BELOW
      MINIMUM NUMBER

      The continuing Directors may act notwithstanding any vacancies, but if and
      so long as the number of Directors is reduced below the minimum number
      fixed by or in accordance with these Regulations the continuing Directors
      or Director may act for the purpose of filling such vacancies or of
      summoning General Meetings, but not for any other purpose. If there be no
      Directors or Director able or willing to act, then any two members may
      summon a General Meeting for the purpose of appointing Directors.


108.  .

      (A)   CHAIRMANSHIP OF DIRECTORS

            The Directors may elect from their number a Chairman and a Deputy
            Chairman (or two or more Deputy Chairmen) and determine the period
            for which each is to hold office. If no Chairman or Deputy Chairman
            shall have been appointed or if at any meeting of the Directors no
            Chairman or Deputy Chairman shall be present within five minutes
            after the time appointed for holding the meeting, the Directors
            present may choose one of their number to be chairman of the
            meeting.

      (B)   RIGHTS OF DEPUTY CHAIRMEN TO ACT


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            If at any time there is more than one Deputy Chairman the right in
            the absence of the Chairman to preside at a meeting of the Directors
            or of the Company shall be determined as between the Deputy Chairmen
            present (if more than one) by seniority in length of appointment or
            otherwise as resolved by the Directors.


109.  .

      (A)   RESOLUTIONS OF DIRECTORS IN WRITING

            A resolution in writing of the Directors shall be as valid and
            effectual as if it had been passed at a meeting of Directors duly
            convened and held where:

            (i)   the resolution is signed or approved by all the Directors, in
                  which case the resolution shall have effect at the time and
                  date when the resolution is last signed or approved by a
                  Director; or

            (ii)

                  (a)   the resolution has been served on all the Directors and
                        alternate Directors entitled to receive notice of a
                        meeting of Directors (being at least such number of
                        Directors as would constitute a quorum of a meeting of
                        Directors);

                  (b)   the resolution is signed or approved in accordance with
                        paragraph (B) below by three-quarters of the Directors
                        who would be entitled to vote on the resolution if it
                        were considered at a meeting of Directors (or, if their
                        number is not a multiple of four, the number nearest to
                        but not less than three-quarters); and

                  (c)   no Director has within forty-eight hours of the time
                        (the "SERVICE TIME") at which the resolution is served
                        on him, or deemed to have been served on him in
                        accordance with paragraph (E) below, notified the
                        Secretary that he requires the resolution to be
                        considered by a meeting of Directors,

            in which case the resolution shall, subject to the terms of the
            resolution, have effect at the expiry of the later of (aa) the
            period of forty-eight hours following the service time in respect of
            the Director or alternate Director on whom the resolution is served
            or deemed to have been served last, (bb) the date and time when the
            resolution is signed or approved by the last Director required to
            constitute the necessary majority.

      (B)   FORM OF WRITTEN RESOLUTIONS


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            Such a written resolution may consist of several documents in like
            form, each signed by one or more Directors, and/or may be approved
            by one or more Directors by one or more telex, facsimile or
            electronic mail messages sent to the Secretary by them or at their
            request and specifically identifying the resolution seen and
            approved by them.

      (C)   POWERS OF ALTERNATES AS TO WRITTEN RESOLUTIONS

            If the appointor of an alternate Director is for the time being
            absent from the United Kingdom or temporarily unable to act through
            ill-health or disability the signature or approval of his alternate
            Director to any resolution in writing of the Directors or his
            alternate Director notifying the Secretary pursuant to paragraph
            (A)(ii)(c) above that he requires any such resolution to be
            considered by a meeting of Directors, shall be as effective as the
            signature, approval or notification of his appointor for all
            purposes under this Regulation.

      (D)   RESOLUTIONS IN WRITING BY COMMITTEES

            This Regulation shall also apply to resolutions in writing of a
            committee of the Directors in which case each reference in this
            Regulation to a Director or Directors should be read as a reference
            to a member or members of the committee, each reference in this
            Regulation to an alternate Director or alternate Directors should be
            read as a reference to an alternate Director or alternate Directors
            appointed by a Director or Directors who is or are a member or
            members of the committee and each reference in this Regulation to a
            meeting or meetings of the Directors should be read as a reference
            to a meeting or meetings of the committee.

      (E)   SERVICE ON DIRECTORS OF RESOLUTIONS TO BE PASSED IN WRITING

            Any resolution required under paragraph (A)(ii) above to have been
            served on a Director or alternate Director shall be delivered
            personally or sent by facsimile, telex, electronic mail or pre-paid
            first class post (air mail if overseas) to the facsimile or telex
            number or address to which notices of a meeting of Directors may be
            properly served on such person in accordance with the Regulations
            prescribed by the Directors from time to time pursuant to Regulation
            103 or, if the Director or alternate Director has otherwise notified
            the Secretary of another facsimile or telex number or address or
            electronic mail address anywhere in the world for the service of
            such resolutions or notices during a specified or indefinite period,
            during such period to such number or address and, in the absence of
            evidence of earlier receipt, the resolution shall be deemed to have
            been duly given (a) if delivered personally, when left with the
            Director or alternate Director or at such address; (b) if sent by
            facsimile, on completion of its transmission; (c) if sent by telex,
            when the proper answer-back is received; (d) if sent by electronic


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            mail receipt requested, when the receipt is received by the sender
            of the resolution; (e) if sent by post other than air mail,
            twenty-four hours after posting it; and (f) if sent by air mail, six
            days after posting it.


F.110 DIRECTORS MAY DELEGATE TO COMMITTEES

      The Directors may delegate any of their powers or discretions to
      committees consisting of one or more members of their body and (if thought
      fit) one or more other persons co-opted as hereinafter provided. Any
      committee so formed shall in the exercise of the powers so delegated
      conform to any Regulations which may from time to time be imposed by the
      Directors. Any such Regulations may provide for or authorise the co-option
      to the committee of persons other than Directors and for such co-opted
      members to have voting rights as members of the committee.


111.  MEETINGS AND PROCEEDINGS OF COMMITTEES

      The meetings and proceedings of any such committee consisting of two or
      more members shall be governed by the provisions of these Regulations
      regulating the meetings and proceedings of the Directors, so far as the
      same are not superseded by any Regulations made by the Directors under
      Regulation F.110. To the extent that any such power or discretion is so
      delegated any reference in these Regulations to the exercise by the
      Directors of such power or discretion shall be read and construed as if it
      were a reference to such committee.


112.  .

      (A)   VALIDITY OF ACTS OF DIRECTORS OR COMMITTEES

            All acts done by any meeting of Directors, or of any such committee,
            or by any person acting as a Director or as a member of any such
            committee, shall as regards all persons dealing in good faith with
            the Company, notwithstanding that there was some defect in the
            appointment of any of the persons acting as aforesaid, or that any
            such persons were disqualified or had vacated office, or were not
            entitled to vote, be as valid as if every such person had been duly
            appointed and was qualified and had continued to be a Director or
            member of the committee and had been entitled to vote.

      (B)   PARTICIPATION IN MEETINGS BY AUDIO-VISUAL MEANS

            A Director or his alternate Director may participate in a meeting of
            the board or a committee of the board through the medium of
            conference telephone, video conferencing or similar form of
            communication equipment if all persons participating in the meeting
            are able to hear and speak to each other throughout the meeting. A
            person participating in this way is deemed to be present in person
            at the meeting and is counted in a quorum and entitled to vote.
            Subject to the Statutes, all business transacted in this way by the
            board or a committee of the board is for the purposes of these
            Regulations deemed to be validly and effectively transacted at a


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            meeting of the board or a committee of the board although fewer than
            two Directors or alternate Directors are physically present at the
            same place. The meeting is deemed to take place where the largest
            group of those participating is assembled or, if there is no such
            group, where the chairman of the meeting then is.


                                BORROWING POWERS

113   .

      (A)   DIRECTORS MAY EXERCISE BORROWING POWERS OF COMPANY

            Subject to the following provisions in this Regulation 113, the
            Directors may exercise all the powers of the Company to borrow money
            and to mortgage or charge all or part of the undertaking, property
            and assets (present or future) and uncalled capital of the Company
            and, subject to the Statutes, to issue debentures and other
            securities, whether outright or as collateral security for a debt,
            liability or obligation of the Company or of a third party.

      (B)   LIMIT ON EXERCISE OF BORROWING POWERS

            The Directors shall restrict the borrowings of the Company and shall
            exercise all voting and other rights or powers of control
            exercisable by the Company in relation to its subsidiary
            undertakings so as to ensure (as regards subsidiary undertakings, to
            the extent possible) that the aggregate principal amount outstanding
            in respect of moneys borrowed by the Reuters Group does not at any
            time without the previous sanction of an Ordinary Resolution of the
            Company exceed a sum equal to the higher of two and a half times the
            Adjusted Capital and Reserves and (pound)5,000 million (or its
            equivalent from time to time) or such greater amount as the Company
            in general meeting may decide.

      (C)   DEFINITION OF "ADJUSTED CAPITAL AND RESERVES"

            In this Regulation the expression "ADJUSTED CAPITAL AND RESERVES"
            means at any material time a sum equal to the aggregate of:-

            (1)   the amount paid up (or credited as or deemed to be paid up) on
                  the issued share capital of the Company;

            (2)   the amount standing to the credit of the capital and revenue
                  reserves of the Reuters Group (including without limitation
                  any share premium account or capital redemption reserve) after
                  adding thereto or deducting therefrom any balance outstanding
                  to the credit or debit of the profit and loss account or any
                  reserve of the Reuters Group; and


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<PAGE>
            (3)   the amount standing to the credit of the revaluation reserves
                  of the Reuters Group (in accordance with Schedule 4 of the
                  Act);

            based on a consolidation of the then latest audited balance sheet of
            the Reuters Group, after excluding reserves and any balances on
            profit and loss account of companies other than members of the
            Reuters Group and after:-

            (a)   making such adjustments as may be appropriate in respect of
                  any variation in the amount of such paid up share capital or
                  any such capital reserves subsequent to the relevant balance
                  sheet date; and so that for the purpose of making such
                  adjustments, if any issue or proposed issue of shares by the
                  Company for cash has been underwritten, then such shares shall
                  be deemed to have been issued and the amount (including any
                  premium) of the subscription moneys payable in respect thereof
                  (not being moneys payable later than six months after the date
                  of allotment) shall, to the extent so underwritten be deemed
                  to have been paid up on the date when the issue of such shares
                  was underwritten (or, if such underwriting was conditional, on
                  the date when it became unconditional);

            (b)   making such adjustments as may be appropriate in respect of
                  any distributions declared, recommended or made by the Company
                  or its subsidiary undertakings (otherwise than attributable
                  directly or indirectly to the Company) out of profits earned
                  up to and including the date of the latest audited balance
                  sheet of the Company or its subsidiary undertakings (as the
                  case may be) to the extent that such distribution is not
                  provided for in such balance sheet;

            (c)   making such adjustments as may be appropriate in respect of
                  any variation in the interests of the Company in its
                  subsidiary undertakings since the date of the last audited
                  balance sheet of the Company;

            (d)   making such adjustments, if the calculation is required for
                  the purposes of or in connection with a transaction under or
                  in connection with which any company is to become or cease to
                  be a subsidiary undertaking, as would be appropriate if such
                  transaction had been carried into effect;

            (e)   adding back an amount equal to the value of any goodwill
                  arising on acquisitions made after 1 January 1990 and written
                  off against reserves of the Reuters Group in such
                  consolidation provided that an amount equal to only such part
                  of such goodwill shall be added back which would have remained
                  unamortised had such goodwill been written off in accordance
                  with United States generally accepted accounting principles;
                  and


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<PAGE>
            (f)   excluding minority interests in subsidiary undertakings.

            The determination of the Auditors as to the amount of the Adjusted
            Capital and Reserves at any time shall be conclusive and binding on
            all concerned, and for the purposes of their computation, the
            Auditors may at their discretion make such further adjustments (if
            any) as they think fit. Nevertheless, for the purposes of this
            Regulation, the Directors may act in reliance on a bona fide
            estimate of the amount of the Adjusted Capital Reserves at any time
            and, if in consequence the limit hereinbefore contained is
            inadvertently exceeded, an amount of borrowed moneys equal to the
            excess may be disregarded until the expiration of three months after
            the date on which by reason of a determination of the Auditors or
            otherwise the Directors become aware that such a situation has or
            may have arisen.

      (D)   INTERPRETATION OF REGULATION 113

            For the purpose of the foregoing limit the following provisions
            shall apply:-

            (1)   there shall be deemed, subject as hereinafter provided, to
                  have been borrowed and to be outstanding as borrowed moneys of
                  the relevant member of the Reuters Group (to the extent that
                  the same would not otherwise fall to be taken into account):-

                  (a)   the principal amount of all debentures of any member of
                        the Reuters Group which are not for the time being
                        beneficially owned within the Reuters Group;

                  (b)   the outstanding amount of acceptances (not being
                        acceptances of trade bills in respect of the purchase or
                        sale of goods in the ordinary course of trading) by any
                        member of the Reuters Group or by any bank or accepting
                        house under any acceptance credit opened on behalf of
                        and in favour of any member of the Reuters Group;

                  (c)   the nominal amount of any issued and paid up share
                        capital (other than equity share capital) of any
                        subsidiary undertaking of the Company not for the time
                        being beneficially owned by other members of the Reuters
                        Group;

                  (d)   the nominal amount of any other issued and paid up share
                        capital and the principal amount of any other debentures
                        or other borrowed moneys (not being shares or debentures
                        which or borrowed moneys the indebtedness in respect of
                        which is for the time being beneficially owned within
                        the Reuters Group) the redemption or repayment whereof
                        is guaranteed or wholly or partly secured by any member
                        of the Reuters Group;

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<PAGE>
                  (e)   any fixed or minimum premium payable on final redemption
                        or repayment of any debentures, share capital or other
                        borrowed moneys falling to be taken into account;


            (2)   moneys borrowed by any member of the Reuters Group for the
                  purpose of repaying or redeeming (with or without premium) in
                  whole or in part any other borrowed moneys falling to be taken
                  into account and intended to be applied for such purpose
                  within six months after the borrowing thereof shall not during
                  such period, except to the extent so applied, themselves be
                  taken into account;

            (3)   any amounts borrowed by any member of the Reuters Group from
                  bankers or others for the purpose of financing any contract up
                  to an amount not exceeding that part of the price receivable
                  under such contract which is guaranteed or insured by the
                  Export Credits Guarantee Department or other like institution
                  carrying on a similar business shall be deemed not to be
                  borrowed moneys;

            (4)   moneys borrowed by a partly owned subsidiary undertaking and
                  not owing to another member of the Reuters Group shall be
                  taken into account subject to the exclusion of a proportion
                  thereof equal to the minority proportion and moneys borrowed
                  and owing to a partly owned subsidiary undertaking by another
                  member of the Reuters Group shall be taken into account to the
                  extent of a proportion thereof equal to the minority
                  proportion; for the purposes aforesaid "minority proportion"
                  shall mean the proportion of the issued equity share capital
                  of such partly owned subsidiary undertaking which is not
                  attributable to the Company;

            (5)   borrowed moneys of any member of the Reuters Group expressed
                  in or calculated by reference to a currency other than
                  sterling shall be translated into sterling by reference to the
                  rate of exchange used for the conversion of such currency in
                  the latest audited balance sheet of the relevant member of the
                  Reuters Group or, if the relevant currency was not thereby
                  involved, by reference to the rate of exchange or approximate
                  rate of exchange ruling on such date and determined on such
                  basis as the Auditors may determine or approve.

      (D)   In establishing the amounts of all monies borrowed by the Reuters
            Group referred to in this Regulation 113 there shall be set against
            the gross borrowings of the Reuters Group cash deposits (including
            certificates of deposit and similar instruments having a maturity of
            less than one year), and other marketable investments of the Reuters
            Group (other than shares in the Company and investments held by a
            company in the Reuters Group in a capacity other than for its own
            account or for that of any other undertaking in the Reuters Group).


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      (E)   No person dealing with the Company or any of its subsidiary
            undertakings shall be concerned to see or enquire whether the said
            limit is observed and no debt incurred or security given in excess
            of such limit shall be invalid or ineffectual unless the lender or
            the recipient of the security had, at the time when the debt was
            incurred or security given, express notice that the said limit had
            been or would thereby be exceeded.

      (F)   If a Director or other employee of the Company or any of its
            subsidiary undertakings so authorised by the Directors confirms in
            writing that a particular borrowing or grant of security will not
            cause the said limit to be exceeded, such certificate shall be
            conclusive for all purposes and may be relied on by the recipient
            for all purposes.


                         POWERS AND DUTIES OF DIRECTORS


F.114 DIRECTORS TO OBSERVE REUTER TRUST PRINCIPLES

      The Directors shall in the performance of their functions have due regard
      to the principles set out in sub-paragraphs (1) to (5) below in so far as
      by the proper exercise of their powers as Directors (including the proper
      exercise of all such powers as they may have to control the affairs of all
      undertakings which shall from time to time be subsidiary undertakings of
      the Company) and in accordance with their other duties as Directors of the
      Company those principles are capable of being observed by the Directors:-

      (1)   that Reuters shall at no time pass into the hands of any one
            interest, group or faction;

      (2)   that the integrity, independence and freedom from bias of Reuters
            shall at all times be fully preserved;

      (3)   that Reuters shall supply unbiased and reliable news services to
            newspapers, news agencies, broadcasters and other media subscribers
            and to businesses, governments, institutions, individuals, and
            others with whom Reuters has or may have contracts;

      (4)   that Reuters shall pay due regard to the many interests which it
            serves in addition to those of the media; and

      (5)   that no effort shall be spared to expand, develop and adapt the news
            and other services and products of Reuters so as to maintain its
            leading position in the international news and information business.

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115.  BUSINESS AND POWERS OF COMPANY TO BE MANAGED AND EXERCISED BY DIRECTORS

      The business and affairs of the Company shall be managed by the Directors,
      who may exercise all such powers of the Company as are not by the Statutes
      or by these Regulations required to be exercised by the Company in General
      Meeting, subject nevertheless to any of these Regulations, to the
      provisions of the Statutes and to such Regulations, being not inconsistent
      with the aforesaid Regulations or provisions, as may be prescribed by
      Special Resolution of the Company, but no Regulation so made by the
      Company shall invalidate any prior act of the Directors which would have
      been valid if such Regulation had not been made.


116.  NON-LIMITATION OF REGULATION 115 POWERS BY OTHER AUTHORITIES OR POWERS

      The general powers given by Regulation 115 shall not be limited or
      restricted by any special authority or power given to the Directors by any
      other Regulation.


117.  DIRECTORS MAY ESTABLISH LOCAL BOARDS OR AGENCIES

      The Directors may establish any local boards or agencies for managing any
      of the affairs of the Company, either in the United Kingdom or elsewhere,
      and may appoint any persons to be members of such local boards, or any
      managers or agents, and may fix their remuneration, and may delegate to
      any local board, manager or agent any of the powers, authorities and
      discretions vested in the Directors, with power to sub-delegate, and may
      authorise the members of any local boards, or any of them, to fill any
      vacancies therein, and to act notwithstanding vacancies, and any such
      appointment or delegation may be made upon such terms and subject to such
      conditions as the Directors may think fit and the Directors may remove any
      person so appointed, and may annul or vary any such delegation, but no
      persons dealing in good faith and without notice of any such annulment or
      variation shall be affected thereby.


118.  DIRECTORS MAY APPOINT ATTORNEYS

      The Directors may from time to time and at any time by power of attorney
      or otherwise appoint any person or any fluctuating body of persons,
      whether nominated directly or indirectly by the Directors, to be the
      attorney or attorneys of the Company for such purposes and with such
      powers, authorities and discretions (not exceeding those vested in or
      exercisable by the Directors under these Regulations) and for such period
      and subject to such conditions, as they may think fit, and any such power
      of attorney may contain such provisions for the protection and convenience
      of persons dealing with any such attorney as the Directors may think fit,
      and may also authorise any such attorney to sub-delegate all or any of the
      powers, authorities and discretions vested in him.


119.  DIRECTORS MAY ELECT A PRESIDENT OF THE COMPANY

      The Directors may from time to time elect a President of the Company and
      may determine the period for which he shall hold office. Such President


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      may be either honorary or paid such remuneration as the Directors in their
      discretion shall think fit, and need not be a Director but shall, if not a
      Director, be entitled to receive notice of and attend and speak, but not
      to vote, at all meetings of the Board of Directors.


120.  MODE OF SIGNING CHEQUES AND OTHER INSTRUMENTS

      All cheques, promissory notes, drafts, bills of exchange, and other
      negotiable or transferable instruments, and all receipts for moneys paid
      to the Company, shall be signed, drawn, accepted, endorsed, or otherwise
      executed, as the case may be, in such manner as the Directors shall from
      time to time by resolution determine.


                                    REGISTERS

121.  .

      (A)   ENTRIES ON REGISTERS OF NUMBERS OF UNCERTIFICATED SHARES AND
            CERTIFICATED SHARES

            Subject to the Statutes, the Company shall enter on the Register how
            many Certificated Shares and Uncertificated Shares each member
            holds.

      (B)   DIRECTORS MAY KEEP BRANCH REGISTERS

            Subject to and to the extent permitted by the Statutes, the Company,
            or the Directors on behalf of the Company, may cause to be kept in
            any territory a branch Register of members resident in such
            territory, and the Directors may make and vary such Regulations as
            they think fit respecting the keeping of any such Register, provided
            however that those members who hold Uncertificated Shares may not be
            entered as holders of those shares on an overseas branch Register.


                                    SECRETARY


122.  DIRECTORS TO APPOINT AND MAY REMOVE SECRETARY; JOINT SECRETARIES AND
      ASSISTANT SECRETARIES

      The Secretary shall be appointed by the Directors on such terms and for
      such period as they may think fit. Any Secretary so appointed may at any
      time be removed from office by the Directors, but without prejudice to any
      claim for damages for breach of any contract of service between him and
      the Company. If thought fit two or more persons may be appointed as Joint
      Secretaries. The Directors may also appoint from time to time on such
      terms as they may think fit one or more Assistant Secretaries.


                                    THE SEAL

123.  .

      (A)   DIRECTORS' AUTHORITY REQUIRED FOR USE OF SEAL AND ANY SECURITIES
            SEAL

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            The Directors shall provide for the safe custody of the Seal and any
            Securities Seal and neither shall be used without the authority of
            the Directors or of a committee authorised by the Directors in that
            behalf.

      (B)   MODE OF AFFIXING SEAL AND SECURITIES SEAL

            Each of the Seal and the Securities Seal may be properly affixed to
            any document by impressing it by mechanical means or by printing it
            or a facsimile of it on such document, or by applying it or a
            facsimile of it by any other means to such document.

      (C)   SIGNING OF SEALED DOCUMENTS

            Every instrument to which the Seal shall be affixed shall be signed
            autographically by one Director and the Secretary or by two
            Directors save that as regards any certificates for shares or
            debentures or other securities of the Company the Directors may by
            resolution determine that such signatures or either of them shall be
            dispensed with or that facsimiles of such signatures or either of
            them shall be printed or applied by any other means to any such
            certificates.

      (D)   USE OF SECURITIES SEAL

            The Securities Seal shall be used only for sealing securities issued
            by the Company in certificated form and documents creating and
            evidencing securities so issued. Any such securities or documents
            sealed with the Securities Seal shall not require to be signed.

      (E)   EXECUTION OF DEEDS NOT UNDER SEAL

            Where the Statutes so permit any instrument signed by one Director
            and the Secretary or by two Directors and expressed to be executed
            by the Company shall have the same effect as if executed under the
            Seal.

      (F)   DEEDS TO BE AUTHORISED BY DIRECTORS

            No instrument shall be signed pursuant to Regulation 123(E) which
            makes it clear on its face that it is intended by the person or
            persons making it to have effect as a deed without the authority of
            the Directors or of a committee authorised by the Directors in that
            behalf.


124.  COMPANY MAY PROVIDE FOR AN OFFICIAL SEAL FOR USE ABROAD

      The Company may exercise the powers conferred by the Statutes with regard
      to having an official seal for use abroad and such powers shall be vested
      in the Directors.

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                           AUTHENTICATION OF DOCUMENTS


125.  PROCEDURE FOR AND MANNER OF AUTHENTICATION OF DOCUMENTS

      Any Director or the Secretary or any person appointed by the Directors for
      the purpose shall have power to authenticate any documents affecting the
      constitution of the Company and any resolutions passed by the Company or
      the Directors or any committee, and any books, records, documents and
      accounts relating to the business of the Company, and to certify copies
      thereof or extracts therefrom as true copies or extracts; and where any
      books, records, documents or accounts are elsewhere than at the Office the
      local manager or other officer of the Company having the custody thereof
      shall be deemed to be a person appointed by the Directors as aforesaid. A
      document purporting to be a copy of a resolution, or an extract from the
      minutes of the meeting, of the Company or of the Directors or any
      committee which is certified as aforesaid shall be conclusive evidence in
      favour of all persons dealing with the Company upon the faith thereof that
      such resolution has been duly passed or, as the case may be, that any
      minute so extracted is a true and accurate record of proceedings at a duly
      constituted meeting.


                                    RESERVES

126.  DIRECTORS MAY CREATE RESERVES

      The Directors may from time to time set aside out of the profits of the
      Company and carry to reserve such sums as they think proper which, at the
      discretion of the Directors, shall be applicable for any purpose to which
      the profits of the Company may properly be applied and pending such
      application may either be employed in the business of the Company or be
      invested. The Directors may divide the reserve into such special funds as
      they think fit and may consolidate into one fund any special funds or any
      parts of any special fund into which the reserve may have been divided.
      The Directors may also without placing the same to reserve carry forward
      any profits. In carrying sums to reserve and in applying the same the
      Directors shall comply with the provisions of the Statutes.


                                    DIVIDENDS

127.  COMPANY MAY DECLARE DIVIDENDS NOT EXCEEDING DIRECTORS' RECOMMENDATION

      The Company may by Ordinary Resolution declare dividends but no such
      dividend shall exceed the amount recommended by the Directors.


128.  DIRECTORS MAY DECLARE AND PAY FIXED AND INTERIM DIVIDENDS

      If and so far as in the opinion of the Directors the profits of the
      Company justify such payments, the Directors may declare and pay fixed
      dividends on any class of shares carrying a fixed dividend expressed to be
      payable on fixed dates on the half yearly or other dates prescribed for
      the payment thereof and may also from time to time declare and pay interim


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      dividends on shares of any class of such amounts and on such dates and in
      respect of such periods as they think fit.


F.129       .

      (A)   DIVIDENDS TO BE PAID PRO RATA TO AMOUNTS PAID ON SHARES

            Unless and to the extent that the rights attached to any shares or
            the terms of issue thereof otherwise provide, all dividends shall
            (as regards any shares not fully paid throughout the period in
            respect of which the dividend is paid) be apportioned and paid pro
            rata according to the amounts paid on the shares during any portion
            or portions of the period in respect of which the dividend is paid.
            For the purposes of this Regulation no amount paid on a share in
            advance of calls shall be treated as paid on the share.

      (B)   DIRECTORS MAY PAY DIVIDENDS TO ADR CUSTODIANS IN CURRENCIES OTHER
            THAN STERLING

            The Directors may at their discretion make provision to enable such
            ADR Custodian and/or member as they shall from time to time
            determine to receive dividends duly declared in a currency or
            currencies other than sterling. For the purposes of the calculation
            of the amount receivable in respect of any dividend, the rate of
            exchange to be used to determine the foreign currency equivalent of
            any sum payable as a dividend shall be such market rate selected by
            the Directors as they shall consider appropriate ruling at the close
            of business (in London) on the date which is the business day last
            preceding (a) in the case of a dividend to be declared by the
            Company in General Meeting, the date on which the Directors publicly
            announce their intention to recommend that specific dividend and (b)
            in the case of any other dividend, the date on which the Directors
            publicly announce their intention to pay that specific dividend.


130.  DISTRIBUTABLE RESERVES

      No dividend shall be paid otherwise than out of profits available for
      distributions under the provisions of the Statutes.


131.  PRE-ACQUISITION PROFITS DISTRIBUTABLE

      Subject to the provisions of the Statutes, where any asset, business or
      property is bought by the Company as from a past date the profits and
      losses thereof as from such date may at the discretion of the Directors in
      whole or in part be carried to revenue account and treated for all
      purposes as profits or losses of the Company. Subject as aforesaid, if any
      shares or securities are purchased cum dividend or interest, such dividend
      or interest may at the discretion of the Directors be treated as revenue
      and it shall not be obligatory to capitalise the same or any part thereof.


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132.  NO DIVIDENDS TO BEAR INTEREST AGAINST THE COMPANY

      No dividend or other moneys payable on or in respect of a share shall bear
      interest as against the Company.


133.  .

      (A)   DIRECTORS MAY MAKE DEDUCTIONS FROM DIVIDENDS

            The Directors may deduct from any dividend or other moneys payable
            on or in respect of a share all sums of money (if any) presently due
            and payable by the holder thereof to the Company on account of calls
            or otherwise.

      (B)   DIRECTORS MAY RETAIN DIVIDENDS ON SHARES OF PERSONS ENTITLED BY
            OPERATION OF LAW PENDING REGISTRATION

            The Directors may retain the dividends payable upon shares in
            respect of which any person is under the provisions as to the
            transmission of shares hereinbefore contained entitled to become a
            member, or which any person is under those provisions entitled to
            transfer, until such person shall become a member in respect of such
            shares or shall transfer the same.


134.  WAIVERS OF DIVIDENDS

      The waiver in whole or in part of any dividend on any share by any
      document (whether or not under seal) shall be effective only if such
      document is signed by the shareholder (or the person entitled to the share
      in consequence of the death or bankruptcy of the holder) and delivered to
      the Company and if or to the extent that the same is accepted as such or
      acted upon by the Company.


135.  .

      (A)   RETURNED OR UNCASHED DIVIDENDS

            If, in respect of a dividend or other amount payable in respect of a
            share on any one occasion:-

            (1)   a cheque, warrant or order is returned undelivered or left
                  uncashed, or

            (2)   a transfer made by a bank or other funds transfer system is
                  not accepted,

            and reasonable enquiries have failed to establish another address or
            account of the person entitled to the payment, the Company is not
            obliged to send or transfer a dividend or other amount payable in
            respect of that share to that person until he notifies the Company
            of an address or account to be used for that purpose. If the cheque,
            warrant or order is returned undelivered or left uncashed or


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<PAGE>
            transfer not accepted on two consecutive occasions, the Company may
            exercise this power without making any such enquiries.

      (B)   DIRECTORS NOT TRUSTEES OF UNCLAIMED DIVIDENDS

            The payment by the Directors of any unclaimed dividend or other
            moneys payable on or in respect of a share into a separate account
            shall not constitute the Company a trustee in respect thereof and
            any dividend unclaimed after a period of twelve years from the date
            such dividend became due for payment shall be forfeited and shall
            revert to the Company.


F.136 DIRECTORS MAY PAY DIVIDENDS IN KIND

      The Company may with the prior written consent of the Founders Share
      Company and upon the recommendation of the Directors by Ordinary
      Resolution direct payment of a dividend in whole or in part by the
      distribution of specific assets (and in particular of paid-up shares or
      debentures of any other company) and the Directors shall give effect to
      such resolution. Where any difficulty arises in regard to such
      distribution, the Directors may settle the same as they think expedient
      and in particular may issue fractional certificates, may fix the value for
      distribution of such specific assets or any part thereof, may determine
      that cash payments shall be made to any members upon the footing of the
      value so fixed in order to adjust the rights of all parties and may vest
      any such specific assets in trustees as may seem expedient to the
      Directors.


137.  .

      (A)   DELIVERY OF DIVIDENDS AND OTHER PAYMENTS

            Any dividend or other moneys payable in cash or in respect of a
            share may be paid (i) by cheque or warrant sent through the post to
            the registered address of the member or person entitled thereto (or,
            if two or more persons are registered as joint holders of the share
            or are entitled thereto in consequence of the death or bankruptcy of
            the holder, to any one of such persons) or to such person at such
            address as such member or person or persons may by writing direct,
            or (ii) by a bank or other funds transfer system to an account
            designated in writing by the person entitled to the payment or (iii)
            by such other method as the Directors may in their absolute
            discretion think fit including but not limited to payments in
            respect of Uncertificated Shares being made through the Relevant
            System (subject always to the facilities and requirements of the
            Relevant System, these Regulations and any other legal
            requirements). Every such cheque or warrant shall be made payable to
            the order of the person to whom it is sent or to such person as the
            holder or joint holders or person or persons entitled to the share
            in consequence of the death or bankruptcy of the holder may direct
            and payment of the cheque or warrant by the banker upon whom it is
            drawn shall be a good discharge to the Company. Every such cheque or
            warrant shall be sent at the risk of the person entitled to the


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<PAGE>
            money represented thereby. If payment is made by bank or other funds
            transfer, or by another method at the direction of the person
            entitled to payment, the Company is not responsible for amounts lost
            or delayed in the course of transfer or in carrying out those
            directions.

      (B)   PAYMENTS IN RESPECT OF SHARES

            Notwithstanding any other provision of these Regulations relating to
            payments in respect of shares, where:

            (i)   the Directors determine to make payments in respect of
                  Uncertificated Shares through the Relevant System, they may
                  also determine to enable any holder of Uncertificated Shares
                  to elect not to so receive payments through the Relevant
                  System and, in such event, establish procedures to enable such
                  holder to make, vary or revoke any such election; and

            (ii)  the Company receives an authority in respect of such payments
                  in respect of shares in a form satisfactory to it from a
                  holder of any share (whether such authority is given in
                  writing or by means of the Relevant System or otherwise), the
                  Company may make, or procure the making of, such payments in
                  accordance with such authority and any payment made in
                  accordance with such authority shall constitute a good
                  discharge therefor.

      (C)   PAYMENT OF FOREIGN CURRENCY DIVIDENDS TO ADR CUSTODIANS

            Where an ADR Custodian approved by the Directors for the purposes of
            this Regulation has elected or agreed pursuant to provision made
            under these Regulations to receive dividends in a foreign currency
            the Directors may in their discretion approve the entering into of
            arrangements with such ADR Custodian to enable payment of the
            dividend to be made to such ADR Custodian in such foreign currency
            for value on the date on which the relevant dividend is paid, or
            such later date as the Directors may determine.


138.  RECEIPTS FOR DIVIDENDS TO JOINT HOLDERS

      If two or more persons are registered as joint holders of any share, or
      are entitled jointly to a share in consequence of the death or bankruptcy
      of the holder, any one of them may give effectual receipts for any
      dividend or other moneys payable or property distributable on or in
      respect of the share.


F.139 DIVIDEND RESOLUTION MAY SPECIFY RECORD DATE AT ANY TIME

      Any resolution declaring a dividend on shares of any class, whether a
      resolution of the Company in General Meeting or a resolution of the
      Directors, may specify that the same shall be payable to the persons
      registered as the holders of such shares at the close of business on a
      particular date, notwithstanding that it may be a date prior to that on


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<PAGE>
      which the resolution is passed, and thereupon the dividend shall be
      payable to them in accordance with their respective holdings so
      registered, but without prejudice to the respective rights of transferors
      and transferees of any such shares in respect of such dividend.


                     CAPITALISATION OF PROFITS AND RESERVES

140.  DIRECTORS MAY MAKE CAPITALISATION ISSUES OF SHARES

      Subject to the Statutes, the Directors may, with the sanction of an
      Ordinary Resolution of the Company, capitalise any sum standing to the
      credit of any of the Company's reserve accounts (including any share
      premium account, capital redemption reserve, revaluation reserve pursuant
      to Schedule 4 to the Act or other undistributable reserve) or any sum
      standing to the credit of any profit and loss account by appropriating
      such sum to the holders of each class of shares on the Register at the
      close of business on the date of the Resolution (or such other date as may
      be specified therein or determined as therein provided) in proportion to
      their then holdings of shares of that class and applying such sum on their
      behalf in paying up in full, subject to any special rights previously
      conferred on any shares or class of share for the time being issued and
      subject to the other provisions of these Regulations, unissued shares of
      that class for allotment and distribution credited as fully paid up to and
      amongst them as bonus shares in the proportion aforesaid but so that such
      provisions shall not apply in respect of the Founders Share. The Directors
      may do all acts and things considered necessary or expedient to give
      effect to any such capitalisation, with full power to the Directors to
      make such provisions as they think fit for any fractional entitlements
      which would arise on the basis aforesaid (including provisions whereby
      fractional entitlements are disregarded or the benefit thereof accrues to
      the Company rather than to the members concerned). The Directors may
      authorise any person to enter on behalf of the members interested into an
      agreement with the Company providing for any such capitalisation and
      matters incidental thereto and any agreement made under such authority
      shall be effective and binding on all concerned.


                                 SCRIP DIVIDENDS

141.  .

      (A)   DIRECTORS MAY OFFER SHARES IN LIEU OF DIVIDENDS WITH AUTHORITY OF
            ORDINARY RESOLUTION

            The Directors may, with the prior sanction of an Ordinary Resolution
            of the Company, offer the holders of Ordinary Shares the right to
            elect to receive in respect of all or part of their holding of
            Ordinary Shares, additional Ordinary Shares credited as fully paid
            ("additional Ordinary Shares") instead of cash in respect of all or
            part of such dividend or dividends and (subject as hereinafter
            provided) upon such terms and conditions and in such manner as may
            be specified in such Ordinary Resolution.


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<PAGE>
      (B)   PERIOD AND OTHER TERMS OF AUTHORITY FOR SCRIP DIVIDENDS

            The said Ordinary Resolution may specify that such right to elect
            shall apply in respect of all or part of a particular dividend or in
            respect of all or any dividends (or any part of such dividends)
            declared or paid within a specified period but such period may not
            end later than the date of the fifth Annual General Meeting next
            following the date of the general meeting at which such Ordinary
            Resolution is passed, subject nevertheless to the provisions of the
            Statutes and provided nevertheless that the Directors may in their
            absolute discretion if it shall in their opinion seem expedient
            suspend or terminate (whether temporarily or otherwise) such right
            to elect and may do such acts and things considered necessary or
            expedient with regard to, or in order to effect, any such suspension
            or termination.

      (C)   OFFER TO BE COMMUNICATED TO SHAREHOLDERS

            When such right to elect is to be offered to holders of Ordinary
            Shares pursuant to this Regulation, the Directors shall notify such
            holders of the said right and shall make available or provide to
            such holders forms or other method of election (in such form as the
            Directors may approve) whereby such holders may exercise such right.

      (D)   NUMBER OF SHARES TO WHICH SHAREHOLDERS ENTITLED

            Each holder of Ordinary Shares who elects to receive additional
            Ordinary Shares shall be entitled to receive such number of
            additional Ordinary Shares, calculated at the Relevant Price for
            each such share, as is nearly as possible equal to (but not in
            excess of) the cash amount of the relevant dividend which such
            holder would otherwise have received. For the purposes of this
            Regulation, the "Relevant Price" of an additional Ordinary Share
            shall be such price as is equal to the average of the middle market
            prices for the Ordinary Shares of the Company, ascertained by
            reference to the Daily Official List of the London Stock Exchange
            during the period of five dealing days commencing on the day when
            such Ordinary Shares are first quoted "ex" the relevant dividend or
            to the par value of an Ordinary Share (whichever is the higher).

      (E)   NO FRACTIONAL ENTITLEMENTS

            The basis of allotment shall be such that no member may receive a
            fraction of an Ordinary Share. The Directors may make such
            provisions as they may think fit for any fractional entitlements
            which may or would arise (including provisions whereby fractional
            entitlements are disregarded or the benefit thereof accrues to the
            Company rather than to the members concerned).

      (F)   DIRECTORS MAY CAPITALISE PROFITS AND RESERVES FOR ISSUE OF SCRIP
            DIVIDENDS

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<PAGE>
            Subject to any right of the Directors to retain any dividend or
            other moneys payable on or in respect of shares pursuant to these
            Regulations, the cash amount of a dividend on or in respect of an
            Ordinary Share in respect whereof the holder thereof has made an
            election pursuant to this Regulation shall not be payable and in
            lieu thereof additional Ordinary Shares shall be allotted to such
            holders on the basis of allotment hereinbefore specified. For such
            purpose, the Directors may (without prejudice to their powers under
            Regulation 140) capitalise out of such of the sums standing to the
            credit of any of the Company's reserve accounts (including any share
            premium account, capital redemption reserve or any other
            undistributable reserve) or any of the profits available for
            distribution under the provisions of the Statutes which would
            otherwise have been applied in paying dividends in cash as the
            Directors may determine a sum equal to the aggregate nominal amount
            of the additional Ordinary Shares to be so allotted and shall apply
            the same in paying up in full the appropriate number of unissued
            Ordinary Shares for allotment and distribution credited as fully
            paid to and amongst the relevant holders of Ordinary Shares. The
            Directors may do all acts and things considered necessary or
            expedient to give effect to any such capitalisation with full power
            to the Directors to make such provisions as they think fit for any
            fractional entitlements which would or might arise (including
            provisions whereby fractional entitlements are disregarded or the
            benefit thereof accrues to the Company rather than to the members
            concerned). The Directors may authorise any person to enter on
            behalf of all the members interested into an agreement with the
            Company providing for any such capitalisation and matters incidental
            thereto and any agreement made under such authority shall be
            effective and binding on all concerned.

      (G)   SCRIP DIVIDEND SHARES TO RANK PARI PASSU WITH EXISTING SHARES

            The additional Ordinary Shares so allotted shall rank pari passu in
            all respects with the fully paid Ordinary Shares then in issue save
            only as regards participation in the relevant dividend (or share
            election in lieu).

      (H)   DIRECTORS MAY DETERMINE TERMS AND CONDITIONS OF OFFERS OF SCRIP
            DIVIDENDS

            Without prejudice to (but notwithstanding) the foregoing provisions
            of this Regulation, the Directors may on any occasion determine that
            such rights of election shall be subject to such exclusions or other
            arrangements as the Directors may deem necessary or expedient in
            relation to any legal or practical problems under the laws of, or
            the requirements of any recognised regulatory body or any stock
            exchange in, any territory.

                                    ACCOUNTS


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142.  ACCOUNTING RECORDS TO BE KEPT AT OFFICE; MEMBERS' RIGHT OF INSPECTION

      Accounting records sufficient to show and explain the Company's
      transactions and otherwise complying with the Statutes shall be kept at
      the Office, or at such other place as the Directors think fit, and shall
      always be open to inspection by the officers of the Company. Subject as
      aforesaid no member of the Company or other person shall have any right of
      inspecting any account or book or document of the Company except as
      conferred by statute or ordered by a court of competent jurisdiction or
      authorised by the Directors.


143.  BALANCE SHEETS AND PROFIT AND LOSS ACCOUNTS TO BE SENT TO MEMBERS AND
      OTHERS 

      A copy of every balance sheet and profit and loss account which is to be
      laid before a General Meeting of the Company (including every document
      required by law to be comprised therein or attached or annexed thereto)
      shall not less than twenty one days before the date of the meeting be sent
      to every member of, and every holder of debentures of, the Company and to
      every other person who is entitled to receive notices of meetings from the
      Company under the provisions of the Statutes or of these Regulations.
      Provided that this Regulation shall not require a copy of these documents
      to be sent to more than one of joint holders or to any person of whose
      address the Company is not aware, but any member or holder of debentures
      to whom a copy of these documents has not been sent shall be entitled to
      receive a copy free of charge on application at the Office and provided
      further that if the Statutes so permit the Company need not send copies of
      such documents to members who do not wish to receive them but may send
      them such summary financial statement or other documents as may be
      authorised by the Statutes. If all or any of the shares or debentures of
      the Company shall for the time being be listed or dealt in on the London
      Stock Exchange there shall be forwarded to the appropriate officer of the
      London Stock Exchange such number of copies of such documents as may from
      time to time be required under its Regulations or practice.


                                    AUDITORS

144.  VALIDITY OF ACTS OF AUDITORS

      Subject to the provisions of the Statutes, all acts done by any person
      acting as an Auditor shall, as regards all persons dealing in good faith
      with the Company, be valid, notwithstanding that there was some defect in
      his appointment or that he was at the time of his appointment not
      qualified for appointment or subsequently disqualified.


145.  AUDITORS ENTITLED TO NOTICE OF AND TO ATTEND AND BE HEARD AT GENERAL
      MEETINGS

      An Auditor shall be entitled to attend any General Meeting and to receive
      all notices of and other communications relating to any General Meeting
      which any member is entitled to receive and to be heard at any General
      Meeting on any part of the business of the meeting which concerns him as
      Auditor.

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                                     NOTICES

F.146 MODE OF DELIVERY OF NOTICES; WHEN NOTICES DEEMED DELIVERED

      Any notice or document (including a share certificate) may be served on or
      delivered to any member by the Company either personally or by sending it
      through the post in a prepaid cover addressed to such member at his
      registered address, or (if he has no registered address within the United
      Kingdom) to the address, if any, within the United Kingdom supplied by him
      to the Company as his address for the service of notices, or by delivering
      it to such address addressed as aforesaid. In the case of a member holding
      Certificated Shares registered on a branch Register any such notice or
      document may be posted either in the United Kingdom or in the territory in
      which such branch Register is maintained. Where a notice or other document
      is served or sent by post, service or delivery shall be deemed to be
      effected at the expiration of twenty four hours (or, where second class
      mail is employed, forty eight hours) after the time when the cover
      containing the same is posted and in proving such service or delivery it
      shall be sufficient to prove that such cover was properly addressed,
      stamped and posted. Provided always that every notice or other document
      which is required to be served or delivered, or capable of being delivered
      to the Founders Share Company shall, so long as the Founders Share Company
      has a registered address within fifteen miles of Charing Cross, be
      personally delivered to the Founders Share Company at that address. The
      accidental failure to send, or the non receipt by any person entitled to
      any notice of or other document relating to any meeting or other
      proceeding shall not invalidate the relevant meeting or other proceeding,
      unless the person so entitled is the Founders Share Company. A notice or
      document (other than a notice or document to be served on or delivered to
      the Founders Share Company) not sent by post but left at a registered
      address or address for service in the United Kingdom is deemed to be given
      on the day it is left.


147.  TRANSFEREES AND PERSONS ENTITLED BY OPERATION OF LAW BOUND BY NOTICES IN
      RESPECT OF SHARES PENDING REGISTRATION

      A person who becomes entitled to a share by transmission, transfer or
      otherwise is bound by a notice in respect of that share (other than a
      notice served by the Company under section 212 of the Act) which, before
      his name is entered in the Register, has been properly served on a person
      from whom he derives his title.


148.  NOTICES TO JOINT HOLDERS

      Any notice given to that one of the joint holders of a share whose name
      stands first in the Register in respect of the share shall be sufficient
      notice to all the joint holders in their capacity as such. For such
      purpose a joint holder having no registered address in the United Kingdom
      and not having supplied an address within the United Kingdom for the
      service of notice shall be disregarded.

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149.  PERSONS ENTITLED FOLLOWING DEATH OR BANKRUPTCY ENTITLED TO DELIVERY OF
      NOTICES PENDING REGISTRATION

      A person entitled to a share in consequence of the death or bankruptcy of
      a member upon supplying to the Company such evidence as the Directors may
      reasonably require to show his title to the share, and upon supplying also
      an address within the United Kingdom for the service of notices, shall be
      entitled to have served upon or delivered to him at such address any
      notice or document to which the member but for his death or bankruptcy
      would have been entitled, and such service or delivery shall for all
      purposes be deemed a sufficient service or delivery of such notice or
      document on all persons interested (whether jointly with or as claiming
      through or under him) in the share. Save as aforesaid any notice or
      document delivered or sent by post to or left at the address of any member
      in pursuance of these Regulations shall, notwithstanding that such member
      be then dead or bankrupt or in liquidation, and whether or not the Company
      have notice of his death or bankruptcy or liquidation be deemed to have
      been duly served or delivered in respect of any share registered in the
      name of such member as sole or first named joint holder.


150. NO ENTITLEMENT TO RECEIPT OF NOTICES OUTSIDE THE UNITED KINGDOM

      A member who has no registered address within the United Kingdom and has
      not supplied to the Company an address within the United Kingdom for the
      service of notices shall not be entitled to receive notices from the
      Company.


151.  NOTICES OF GENERAL MEETINGS BY ADVERTISEMENT

      If at any time by reason of the suspension or curtailment of postal
      services within the United Kingdom the Company is unable effectively to
      convene a General Meeting by notices sent through the post, a General
      Meeting may be convened by a notice advertised on the same date in at
      least one national daily newspaper and such notice shall be deemed to have
      been duly served on all members entitled thereto at noon on the day when
      the advertisement appears. In any such case the Company shall send
      confirmatory copies of the notice by post if at least seven days prior to
      the meeting the posting of notices to addresses throughout the United
      Kingdom again becomes practicable.


152.  SERVING FOR STATUTORY REQUIREMENTS

      Nothing in any of the preceding six Regulations shall affect any
      requirement of the Statutes or of any other provision of these Regulations
      that any particular offer, notice or other document be served in any
      particular manner.


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                                   WINDING UP


F.153 DIRECTORS MAY PETITION COURT FOR WINDING UP WITH CONSENT OF FOUNDERS SHARE
      COMPANY

      The Directors shall have power, with the prior consent in writing of the
      Founders Share Company (but not otherwise), to present to the Court a
      petition, in the name of and on behalf of the Company, for the Company to
      be wound up.


154.  DIRECTORS MAY DISTRIBUTE ASSETS IN KIND ON A WINDING UP

      If the Company shall be wound up (whether the liquidation is voluntary,
      under supervision, or by the court) the Liquidator may, with the authority
      of an Extraordinary Resolution, divide among the members in specie or in
      kind the whole or any part of the assets of the Company and whether or not
      the assets shall consist of property of one kind or shall consist of
      properties of different kinds, and may for such purpose set such value as
      he deems fair upon any one or more class or classes of property and may
      determine how such division shall be carried out as between the members or
      different classes of members. The Liquidator may, with the like authority,
      vest any part of the assets in trustees upon such trusts for the benefit
      of members as the Liquidator with the like authority shall think fit, and
      the liquidation of the Company may be closed and the Company dissolved. No
      contributory shall be compelled to accept any shares or other property in
      respect of which there is a liability.


                                    INDEMNITY

155.  DIRECTORS AND OFFICERS ENTITLED TO INDEMNITY

      Subject to the provisions of and so far as may be consistent with the
      Statutes, every Director, Auditor, Secretary or other officer of the
      Company shall be entitled to be indemnified by the Company out of its own
      funds against all costs, charges, losses, expenses and liabilities
      incurred by him in the actual or purported execution and/or discharge of
      his duties and/or the exercise or purported exercise of his powers and/or
      otherwise in relation to or in connection with his duties, powers or
      office including (without prejudice to the generality of the foregoing)
      any liability incurred by him in defending any proceedings, civil or
      criminal, which relate to anything done or omitted or alleged to have been
      done or omitted by him as an officer or employee of the Company and in
      which judgment is given in his favour (or the proceedings are otherwise
      disposed of without any finding or admission of any material breach of
      duty on his part) or in which he is acquitted or in connection with any
      application under any statute for relief from liability in respect of any
      such act or omission in which relief is granted to him by the Court.


                            THE REUTERS NEWS SERVICES


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F.156 ENTITLEMENT OF CERTAIN MEMBERS TO RECEIVE REUTERS NEWS SERVICES

      The Press Association Limited, the Newspaper Publishers Association
      Limited, AAP Information Services Proprietary Limited and New Zealand
      Press Association Limited shall be entitled to receive the Reuters News
      Services upon payment of such consideration as may be agreed from time to
      time. Upon and subject to the terms of any such agreement:-

      (i)   The Press Association Limited shall be entitled to receive Reuters
            News Services for the use of its members, such use to be limited to
            the incorporation thereof in newspapers owned by such members or any
            subsidiary undertaking of such members respectively

      (ii)  The Newspaper Publishers Association Limited shall be entitled to
            receive Reuters News Services for the use of its members, such use
            to be limited to the incorporation thereof in newspapers owned by
            such members or any subsidiary undertaking of such members
            respectively.

      (iii) AAP Information Services Proprietary Limited shall be entitled to
            receive Reuters News Services for the use of its members, such use
            to be limited to the incorporation thereof in newspapers owned by
            such members or any subsidiary undertaking of such members
            respectively.

      (iv)  New Zealand Press Association Limited shall be entitled to receive
            Reuters News Services for the use of its members, such use to be
            limited to the incorporation thereof in newspapers owned by such
            members or any subsidiary undertaking of such members respectively.






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