**Exhibit 4.6.8**

 

**SUBSCRIPTION AGREEMENT**

**REUTERS GROUP PLC**

EUR 250,000,000 Floating Rate Notes due November 2008

24 November 2006

 

To:

Citigroup Global Markets Limited

 

UBS Limited

 

(the **“Lead Managers”**)

 

cc:

Citicorp Trustee Company Limited as Trustee

 

Citibank, N.A. as Agent

Dear Sirs,

Reuters Group PLC (the **“Issuer”**) proposes to issue EUR 250,000,000 Floating Rate Notes due November 2008 (the **“Notes”**) pursuant to the £1,000,000,000 Euro Medium Term Note Programme established by it. The terms of the issue shall be as set out in the form of Final Terms attached to this Agreement as Annex A.

This Agreement is supplemental to the Amended and Restated Programme Agreement (the **“Programme Agreement”**) dated 9 June 2006 made between the Issuer and the Dealers party thereto. All terms with initial capitals used herein without definition have the meanings given to them in the Programme Agreement.

We wish to record the arrangements agreed between us in relation to the issue:

1.

Subject to the terms and conditions of the Programme Agreement and this Agreement the Issuer hereby agrees to issue the Notes and the Lead Managers jointly and severally agree to subscribe or procure subscribers for the Notes at a price of 99.95 per cent. of the principal amount of the Notes (the ‘‘**Purchase Price”**), being the issue price of 100 per cent. less a combined selling, management and underwriting commission of 0.05 per cent. of such principal amount.

2.

The settlement procedures set out in Part 2 of Annex A to the Procedures Memorandum shall apply as if set out in this Agreement provided that, for the purposes of this Agreement:

 

(i)

the sum payable on the Issue Date shall represent the Purchase Price less any amount payable in respect of Managers’ expenses as provided in the agreement referred to in clause 3 of this Agreement;

 

(ii)

**“Issue Date”** means 28 November 2006 or such other time and/or date as the Issuer and the Lead Managers may agree; and

 

(iii)

**“Payment Instruction Date”** means the Issue Date unless there is to be a pre-closing for the issue in which case it means the business day (being a day on which banks and foreign exchange markets are open for business in London) prior to the Issue Date.

 

3.

The arrangements in relation to expenses have been separately agreed between the Issuer and the Lead Managers.

4.

The obligation of the Lead Managers to purchase the Notes is conditional upon:

 

(i)

the conditions set out in clause 3(2) (other than that set out in clause 3(2)(e)) of the Programme Agreement being satisfied as of the Payment Instruction Date (on the basis that the references therein to **“relevant Dealer”** shall be construed as references to the Lead Managers); and

 

(ii)

the delivery to the Lead Managers on the Payment Instruction Date of certificate dated as at the Payment Instruction Date signed by a duly authorised officer of the Issuer giving confirmation to the effect stated in paragraph (i) of this clause.

If any of the foregoing conditions is not satisfied on or before the Payment Instruction Date, this Agreement shall terminate on such date and the parties hereto shall be under no further liability arising out of this Agreement (except for any liability of the Issuer in relation to expenses as provided in the agreement referred to in clause 3 and except for any liability arising before or in relation to such termination), provided that the Lead Managers may in their discretion waive any of the aforesaid conditions (other than the condition precedent contained in clause 3.2(c) of the Programme Agreement) or any part of them.

5.

The Lead Managers may, by notice to the Issuer and after consultation with the Issuer if practicable, terminate this Agreement at any time prior to payment of the net purchase money to the Issuer, if in the opinion of the Lead Managers, there shall have been such a change in national or international financial, political or economic conditions or currency exchange rates or exchange controls as would in its view be likely to prejudice materially the success of the offering and distribution of the Notes or dealings in the Notes in the secondary market and, upon such notice being given, the parties to this Agreement shall (except for any liability of the Issuer in relation to expenses as provided in the agreement referred to in clause 3 of this Agreement and except for any liability arising before or in relation to such termination) bereleased and discharged from their respective obligations under this Agreement.

6.

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

7.

Clause 20 of the Programme Agreement shall also apply to this Agreement as if expressly incorporated herein.

8.

This Agreement may be signed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement and any party may enter into this Agreement by executing a counterpart.

Please confirm that this letter correctly sets out the arrangements agreed between us. 

Yours faithfully,

For:

**Reuters Group PLC**

By:

 

 

We agree to the foregoing.

 

For:

Citigroup Global Markets Limited

 

UBS Limited

 

By:

**ANNEX A TO THE SUBSCRIPTION AGREEMENT**

Final Terms dated 24 November 2006

**Reuters Group PLC**

Issue of EUR 250,000,000 Floating Rate Notes due November 2008

under the £1,000,000,000

Euro Medium Term Note Programme

**PART A – CONTRACTUAL TERMS**

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Prospectus dated 9 June 2006 as supplemented on 20 November 2006 which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the “**Prospectus Directive**”). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus and the supplemental Prospectus are available for viewing at and copies may be obtained from Reuters Group PLC, The Reuters Building, South Colonnade,Canary Wharf, London E14 5EP or Citibank N.A., 21st Floor, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB and www.reuters.com. 

 

1.

 

(i)       Issuer:

 

Reuters Group PLC

2.

 

(i)       Series Number:

 

2006-1

 

 

(ii)      Tranche Number:

 

Not Applicable

3.

 

Specified Currency or Currencies

 

Euros (“**EUR**”)

4.

 

Aggregate Nominal Amount:

 

EUR 250,000,000

 

 

(i)       Series:

 

2006-1

 

 

(ii)      Tranche:

 

Not Applicable

5.

 

Issue Price:

 

100 per cent. of the Aggregate Nominal Amount 

6.

 

Special Denominations:

 

EUR 50,000 and higher multiples of EUR 1,000

7.

 

(i)       Issue Date:

 

28 November 2006

 

 

(ii)      Interest Commencement Date

 

28 November 2006

8.

 

Maturity Date:

 

Interest Payment Date falling in or nearest to 28 November 2008**

9.

 

Interest Basis:

 

3 month EURIBOR + 0.12 per cent. Floating Rate

10.

 

Redemption Payment Basis:

 

Redemption at par

11.

 

Change of Interest or Redemption/Payment Basis

 

Not Applicable

12.

 

Put/Call Options:

 

Not Applicable

13.

 

(i)       Status of the Notes:

 

Senior

 

 

 

(ii)      Status of the Guarantee:

 

Not Applicable

 

 

(iii)     Date Board approval for issuance of Notes obtained:

 

Not Applicable

14.

 

Method of distribution:

 

Syndicated

**PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE**

15.

 

Fixed Rate Note Provisions

 

Not Applicable

16.

 

Floating Rate Note Provisions

 

Applicable

 

 

(i)       Interest Period(s)

 

3 months

 

 

(ii)      Specified Interest Payment Dates:

 

28 February, 28 May, 28 August and 28 November in each year, commencing 28 February 2007 up to and including the Maturity Date

 

 

(iii)     Business Day Convention:

 

Modified Following Business Day Convention

 

 

(iv)     Additional Business Centre(s):

 

London and TARGET

 

 

(v)      Manner in which the Rate(s) of Interest is/are to be determined:

 

Screen Rate Determination

 

 

(vi)     Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the Agent)

 

Not Applicable

 

 

(vii)    Screen Rate Determination:

 

 

 

 

           -         Reference Rate: 

 

3 month EURIBOR

 

 

           -         Interest Determination Date(s):

 

Second day on which the TARGET System is open prior to the start of each Interest Period

 

 

           -         Relevant Screen Page:

 

Reuters page EURIBOR01

 

 

(viii)   ISDA Determination:

 

 

 

 

           -         Floating Rate Option:

           -         Designated Maturity:

           -         Reset Date:

 

Not Applicable

Not Applicable

Not Applicable

 

 

(ix)     Margin(s):

 

+ 0.12 per cent. per annum

 

 

(x)      Minimum Rate of Interest:

 

Not Applicable

 

 

(xi)     Maximum Rate of Interest:

 

Not Applicable

 

 

(xii)    Day Count Fraction:

 

Actual/360

 

 

(xiii)   Fall back provisions, rounding provisions and any other terms relating to the method of calculating interest on Floating 

 

Not Applicable

 

 

 

           Rate Notes, if different from those set out in the Conditions:

 

 

17.

 

Zero Coupon Note Provisions

 

Not Applicable

18.

 

Index-Linked Interest Note/other variable-linked interest Note Provisions

 

Not Applicable

**PROVISIONS RELATING TO REDEMPTION**

20.

 

Issuer Call:

 

Not Applicable

21.

 

Investor Put:

 

Not Applicable

22.

 

Final Redemption Amount of each Note

 

Par

23.

 

Early Redemption Amount

 

 

 

 

Early Redemption Amount(s) of each Note payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in Condition 6(e)):

 

Par

**GENERAL PROVISIONS APPLICABLE TO THE NOTES**

24.

 

Form of Notes:

 

**Bearer Notes:**

 

 

 

 

Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note

25.

 

Additional Financial Centre(s) or other special provisions relating to Payment Days:

 

Not Applicable

26.

 

Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):

 

No

27.

 

Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:

 

Not Applicable

28.

 

Details relating to Instalment Notes:

 

Not Applicable

 

 

(i)       Instalment Amount(s):

 

Not          Applicable

 

 

(ii)      Instalment Date(s):

 

Not Applicable

 

29.
 
Redenomination,          renominalisation and reconventioning provisions:
 
Not          Applicable

30.
 
Other          final terms:
 
Not          Applicable

**DISTRIBUTION**
  
31.

 

(i)       If          syndicated, names of Managers:

 

Citigroup          Global Markets Limited and UBS Limited**

 

 

(ii)      Stabilising          Manager(s) (if any):

 

Not          Applicable

32.

 

If          non-syndicated, name of relevant Dealer:

 

Not          Applicable**

33.

 

Whether          TEFRA D or TEFRA C rates applicable or TEFRA rates not applicable:

 

TEFRA          D 

34.

 

Additional          selling restrictions:

 

Not          Applicable**

**LISTING  AND ADMISSION TO TRADING APPLICATION**

These  Final Terms comprise the final terms required to list and have admitted to trading  the issue of Notes described herein pursuant to the £1,000,000,000 Euro  Medium Term Note Programme of Reuters Finance PLC and Reuters Group PLC.

**RESPONSIBILITY**

The  Issuer accepts responsibility for the information contained in these Final Terms.  The Issuer confirms that such information has been accurately reproduced and  that, so far as it is aware, no facts have been omitted which would render the  reproduced information inaccurate or misleading.

Signed  on behalf of the Issuer:

 

 

 

 

 

By:

 

 

 

 

 

 

 

*Duly          authorised*

 

 

 

 

**PART  B – OTHER INFORMATION**

 

1.

 

**LISTING**

 

 

 

 

(i)       Listing:

 

London

2.

 

(ii)      Admission          to trading:

 

Application          has been made for the Notes to be admitted to trading on the London          Stock Exchange with effect from 28 November 2006

 

 

(iii)     Estimate          of total expenses related to admission to trading: 

 

EUR          151,000

3.

 

**RATINGS**

 

 

 

 

 Ratings:

 

The          Notes to be issued have been rated: 

 

 

 

 

Moody’s:          A3 (Stable)

 

 

 

 

S&P:          A- (Stable)

 

 

 

 

Fitch:          A- (Stable)

4.

 

**INTERESTS          OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER**

 

 

Save          as discussed in “Subscription and Sale”, so far as the Issuer          is aware, no person involved in the offer of the Notes has an interest          material to the offer.

5.

 

**REASONS          FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES**

 

 

(i)       Reasons          for the offer

 

Refinancing          of maturing commercial paper

 

 

(ii)      Estimated          net proceeds:

 

EUR          249,875,000

 

 

(iii)     Estimated          total expenses:

 

Not          Applicable**

6.

 

**YIELD*****(Fixed Rate Notes only):***

 

 

 

 

Indication          of yield:

 

Not          Applicable

7.

 

**PERFORMANCE          OF INDEX/FORMULA/OTHER VARIABLE AND OTHER INFORMATION CONCERNING THE          UNDERLYING (*****Index-Linked          or other variable-linked Notes only)***

 

 

Not          Applicable

 

 

8.

 

**PERFORMANCE          OF RATE[S] OF EXCHANGE (*****Dual          Currency Notes only*****)**

 

 

Not          Applicable

 

 

9.

 

**OPERATIONAL          INFORMATION**
 
ISIN          Code:

 

XS0276892303

 

 

Common          Code:

 

027689230

 

 

 

Any          clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream          Banking, société anonyme and the relevant identification number(s):

 

Not          Applicable

 

 

Delivery:

 

Delivery          against payment

 

 

Names          and addresses of additional Paying Agent(s) (if any):

 

Not          Applicable