Exhibit
      4.6.2





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Amended
      and Restated Agency


Agreement




Reuters
      Group
      PLC


as
      Issuer and
      Guarantor




and




Reuters
      Finance
      PLC


as
      Issuer




and




Citibank,
      N.A.


as
      Agent




and




Citigroup
      Global
      Markets Deutschland AG & CO. KGaA


as
      Paying
      Agent




and




Citicorp
      Trustee
      Company Limited


as
      Trustee




£1,000,000,000


Euro
      Medium Term
      Note Programme




9
      June
      2006









CONTENTS




CLAUSE
            
            
            PAGE1.
            
            DEFINITIONS
                AND INTERPRETATION
            22.
            
            APPOINTMENT
                OF AGENT AND PAYING AGENTS
            63.
            
            ISSUE
                OF
                GLOBAL NOTES
            84.
            
            EXCHANGE
                OF
                GLOBAL NOTES
            95.
            
            DETERMINATION
                OF END OF DISTRIBUTION COMPLIANCE PERIOD
            106.
            
            TERMS
                OF
                ISSUE
            107.
            
            PAYMENTS
            128.
            
            DETERMINATIONS
                AND NOTIFICATIONS IN RESPECT OF NOTES
            139.
            
            NOTICE
                OF ANY
                WITHHOLDING OR DEDUCTION
            1410.
            
            DUTIES
                OF THE
                PAYING AGENTS IN CONNECTION WITH EARLY REDEMPTION
            1411.
            
            RECEIPT
                AND
                PUBLICATION OF NOTICES AND VOTING
            1512.
            
            CANCELLATION
                OF NOTES, RECEIPTS, COUPONS AND TALONS
            1613.
            
            ISSUE
                OF
                REPLACEMENT NOTES, RECEIPTS, COUPONS AND TALONS
            1714.
            
            COPIES
                OF
                DOCUMENTS AVAILABLE FOR INSPECTION
            1815.
            
            COMMISSIONS
                AND EXPENSES
            1816.
            
            INDEMNITY
            1817.
            
            REPAYMENT
                BY
                THE AGENT
            1818.
            
            CONDITIONS
                OF
                APPOINTMENT
            1819.
            
            COMMUNICATION
                BETWEEN THE PARTIES
            2020.
            
            CHANGES
                IN
                AGENT AND OTHER PAYING AGENTS
            2021.
            
            MERGER
                AND
                CONSOLIDATION
            2222.
            
            NOTIFICATION
                OF CHANGES TO PAYING AGENTS
            2223.
            
            CHANGE
                OF
                SPECIFIED OFFICE
            2224.
            
            NOTICES
            2325.
            
            TAXES
                AND
                STAMP DUTIES
            2326.
            
            AMENDMENTS
            2327.
            
            DESCRIPTIVE
                HEADINGS
            2328.
            
            CONTRACTS
                (RIGHTS OF THIRD PARTIES) ACT 1999
            2329.
            
            GOVERNING
                LAW
                AND SUBMISSION TO JURISDICTION
            2330.
            
            COUNTERPARTS
            23SCHEDULE
                1
            25FORM
                OF
                CALCULATION AGENCY AGREEMENT
            25SCHEDULE
                2
            32FORM
                OF PUT
                NOTICE
            32





THIS
        AGREEMENT is made on 9 June
        2006
  BETWEEN:
  (1)
              REUTERS
                  GROUP PLC, of The Reuters Building, South Colonnade, Canary
                  Wharf, London E14 5EP (an
                  “Issuer”);
  (2)
              REUTERS
                  FINANCE PLC,
                  of The
                  Reuters Building, South Colonnade, Canary Wharf, London E14 5EP
                  (an“Issuer”,
                  and
                  together with Reuters Group PLC, the“Issuers”);
  (3)
              CITIBANK,
                  N.A.,
                  of
                  21stFloor,
                  Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB (the“Agent”,
                  which
                  expression shall include any successor agent appointed in accordance
                  with
                  clause 20);
  (4)
              CITIGROUP
                  GLOBAL MARKETS DEUTSCHLAND AG & CO. KGaA, of Reuterweg 16,
                  60323 Frankfurt am Main (together with the Agent, the “Paying
                  Agents”, which expression shall include any additional or
                  successor paying agent appointed in accordance with clause 20 and
                  “Paying Agent” shall mean any of the Paying Agents);
                  and
  (5)
              CITICORP
                  TRUSTEE COMPANY LIMITED,
                  of
                  Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB (the“Trustee”,
                  which
                  expression shall include all persons for the time being the trustee
                  or the
                  trustees of the Trust Deed).
  WHEREAS:
  (A)
              Reuters
                  Group
                  PLC established a euro medium term note programme (the“Programme”),
                  in
                  connection with which, the Issuer and certain Agents entered into
                  an
                  agency agreement dated 16 December 1998, as amended and restated
                  by an
                  amended and restated agency agreement dated 30 March 2001 (together,
                  the“Agency
                  Agreement”).
  (B)
              By
                  resolutions of its Board of Directors, dated 24 October 2003 and
                  of a duly
                  authorised committee of such Board of Directors dated 6 November
                  2003,
                  Reuters Finance PLC has resolved to join the Programme as an
                  Issuer.
  (C)
              By
                  a
                  resolution of its Board of Directors, dated 21 October 2003, Reuters
                  Group
                  PLC (in such capacity, the“Guarantor”)
                  has
                  resolved to unconditionally and irrevocably guarantee pursuant
                  to the
                  terms of the Guarantee the issue of any Notes by Reuters Finance
                  PLC under
                  the Programme.
  (D)
              The
                  parties
                  hereto have agreed to make certain modifications to the Agency
                  Agreement.
  (E)
              This
                  Agreement amends and restates the Agency Agreement. Any Notes issued
                  under
                  the Programme on or after the date hereof shall (subject as provided
                  in
                  the next sentence) be issued pursuant to this Agreement. This does
                  not
                  affect any Notes issued under the programme prior to the date of
                  this
                  Agreement or any Notes issued on or after the date of this Agreement
                  which
                  are consolidated and form a single series with Notes issued prior
                  to the
                  date of this Agreement, all of which will be subject to the Agency
                  Agreement.
  (F)
              Notes
                  may be
                  issued on a listed or unlisted basis. The Issuers have made an
                  application
                  to the Financial Services Authority in its capacity as UK Listing
                  Authority (the“UK
                  Listing Authority”)
                  for Notes
                  issued under the Programme to be admitted to the official list
                  maintained
                  by the UK Listing Authority (the“Official
                  List”)
                  and to the
                  London Stock Exchange plc (the“London
                  Stock Exchange”)
                  for such
                  Notes to be admitted to trading on the London Stock Exchange’s Gilt Edged
                  and Fixed Interest Market for listed securities. Notes may also
                  be listed,
                  traded and/or quoted on such other further listing authority or
                  authorities, stock exchange or stock exchanges and/or quotation
                  system or
                  systems as the relevant Issuer and the relevant Dealer(s) may agree
                  or may
                  be unlisted.
  1
 (G)
              The
                  parties
                  hereto wish to record certain arrangements which they have made
                  in
                  relation to the Notes to be issued under the
                  Programme.
  IT
        IS HEREBY AGREED
        as follows:
  1.
              DEFINITIONS
                  AND INTERPRETATION
  (1)
              Words
                  and
                  expressions defined in the Programme Agreement, the Trust Deed
                  or the
                  Notes or used in the applicable Final Terms shall have the same
                  meanings
                  in this Agreement, except where the context requires otherwise
                  or unless
                  otherwise stated.
  (2)
              Without
                  prejudice to the foregoing:
  “Calculation
        Agency Agreement” in relation to any
        Series of Notes means an agreement in or substantially in the form of Schedule
        1;
  “Calculation
        Agent” means, in relation
        to the Notes of any Series, the person appointed as calculation agent in
        relation to the Notes by the relevant Issuer pursuant to the provisions of
        a
        Calculation Agency Agreement (or any other agreement) and shall include any
        successor calculation agent appointed in respect of the Notes;
  “Clearstream,
        Luxembourg” means Clearstream
        Banking, société
        anonyme ;
  “Conditions” means, in relation
        to the Notes of any Series, the terms and conditions endorsed on or incorporated
        by reference into the Note or Notes constituting such Series, such terms
        and
        conditions being in or substantially in the form set out in Schedule 1 to
        the
        Trust Deed or in such other form, having regard to the terms of the Notes
        of the
        relevant Series, as may be agreed between the relevant Issuer, the Agent,
        the
        Trustee and the relevant Dealer(s) as modified and supplemented by the Final
        Terms applicable to the Notes of the relevant Series, in each case as from
        time
        to time modified in accordance with the provisions of the Trust
        Deed;
  “Coupon” means an interest
        coupon appertaining to a Definitive Note (other than a Zero Coupon Note),
        such
        coupon being:
  (a)
              if
                  appertaining to a Fixed Rate Note, in the form or substantially
                  in the
                  form set out in Section A of Part V of Schedule 2 to the Trust
                  Deed or in
                  such other form, having regard to the terms of issue of the Notes
                  of the
                  relevant Series, as may be agreed between the relevant Issuer,
                  the Agent,
                  the Trustee and the relevant Dealer(s);
                  or
  (b)
              if
                  appertaining to a Floating Rate Note or an Index Linked Interest
                  Note, in
                  the form or substantially in the form set out in Section B of Part
                  V of
                  Schedule 2 to the Trust Deed or in such other form, having regard
                  to the
                  terms of issue of the Notes of the relevant Series, as may be agreed
                  between the relevant Issuer, the Agent, the Trustee and the relevant
                  Dealer(s); or
  (c)
              if
                  appertaining to a Definitive Note which is neither a Fixed Rate
                  Note nor a
                  Floating Rate Note nor an Index Linked Interest Note, in such form
                  as may
                  be agreed between the relevant Issuer, the Agent, the Trustee and
                  the
                  relevant Dealer(s),
  and
        includes, where
        applicable, the Talon(s) appertaining thereto and any replacements for Coupons
        and Talons issued pursuant to Condition 11;
  “Couponholders” means the several
        persons who are for the time being holders of the Coupons and includes, where
        the context so permits, the Talonholders and references to “relevant
        Couponholders” shall, in relation
        to the Notes of any Series, be construed as references to the holder or holders
        of one or more Coupons appertaining to the Notes of such Series;
 2
 “Definitive
        Note” means, a
        definitive Note issued, or as the case may require, to be issued by the relevant
        Issuer in accordance with the provisions of the Programme Agreement or any
        other
        agreement between the relevant Issuer and the relevant Dealer(s) in exchange
        for
        either a Temporary Global Note or a Permanent Global Note (all as indicated
        in
        the applicable Final Terms), such definitive Note being in the form or
        substantially in the form set out in Part III of Schedule 2 to the Trust
        Deed
        with such modifications (if any) as may be agreed between the relevant Issuer,
        the Agent, the Trustee, and the relevant Dealer(s) and having the Conditions
        endorsed thereon or, if permitted by the relevant authority or authorities,
        incorporating the Conditions by reference (where applicable to the Trust
        Deed)
        as indicated in the applicable Final Terms and having the relevant information
        supplementing, replacing or modifying the Conditions appearing in the applicable
        Final Terms endorsed thereon or attached thereto and (except in the case
        of a
        Zero Coupon Note) having Coupons and, where appropriate, Receipts and/or
        Talons
        attached thereto on issue;
  “Distribution
        Compliance Period” has the meaning
        given to such term in Regulation S under the Securities Act;
  “Dual
        Currency Interest Note” means a Note in
        respect of which payments of interest are made or to be made in such different
        currencies, and at rates of exchange calculated upon such basis or bases,
        as the
        relevant Issuer and the relevant Dealer(s) may agree (as indicated in the
        applicable Final Terms);
  “Dual
        Currency Note” means a Dual
        Currency Interest Note and/or a Dual Currency Redemption Note, as
        applicable;
  “Dual
        Currency Redemption Note” means a Note in
        respect of which payments of principal are made or to be made in such different
        currencies, and at rates of exchange calculated upon such basis or bases,
        as the
        relevant Issuer and the relevant Dealer may agree, as indicated in the
        applicable Final Terms;
  “Euroclear” means Euroclear
        Bank S.A./N.V. as operator of the Euroclear System;
  “Final
        Terms” has the meaning
        set out in the Programme Agreement;
  “Fixed
        Rate
        Note” means a Note on
        which interest is calculated at a fixed rate payable in arrear on a fixed
        date
        or fixed dates in each year and on redemption or on such other dates as may
        be
        agreed between the relevant Issuer and the relevant Dealer(s) (as indicated
        in
        the applicable Final Terms);
  “Floating
        Rate Note” means a Note on
        which interest is calculated at a floating rate payable one-, two-, three-,
        six-
        or twelve-monthly or in respect of such other period or on such date(s) as
        may
        be agreed between the relevant Issuer and the relevant Dealer(s) (as indicated
        in the applicable Final Terms);
  “Global
        Note” means a Temporary
        Global Note and/or a Permanent Global Note;
  “Index
        Linked Interest Note” means a Note in
        respect of which the amount payable in respect of interest is calculated
        by
        reference to an index and/or a formula or to changes in the prices of securities
        or commodities or to such other factors as the relevant Issuer and the relevant
        Dealer(s) may agree (as indicated in the applicable Final Terms);
  “Index
        Linked Note” means an Index
        Linked Interest Note and/or an Index Linked Redemption Amount Note, as
        applicable;
  “Index
        Linked Redemption Amount Note” means a Note in
        respect of which the amount payable in respect of principal is calculated
        by
        reference to an index and/or a formula or to changes in the prices of securities
        or commodities or to such other factors as
  3
 the
        relevant Issuer
        and the relevant Dealer(s) may agree (as indicated in the applicable Final
        Terms);
  “Maturity
        Date” means the day on
        which a Note is expressed to be redeemable;
  “Permanent
        Global Note” means a global
        note in the form or substantially in the form set out in Part II of Schedule
        2
        to the Trust Deed with such modifications (if any) as may be agreed between
        the
        relevant Issuer, the Agent, the Trustee and the relevant Dealer(s), together
        with the copy of the applicable Final Terms annexed thereto, comprising some
        or
        all of the Notes of the same Series, issued by the relevant Issuer pursuant
        to
        the Programme Agreement or any other agreement between the relevant Issuer
        and
        the relevant Dealer(s) and these presents either in exchange for the whole
        or
        part of any Temporary Global Note issued in respect of such Notes or on
        issue;
  “Programme” means the Euro
        Medium Term Note Programme for the issue of Notes established by, or otherwise
        contemplated in, the Programme Agreement;
  “Programme
        Agreement” means the amended
        and restated programme agreement of even date herewith between the Issuers,
        the
        Guarantor and the Dealers named therein concerning the purchase of Notes
        to be
        issued pursuant to the Programme together with any agreement for the time
        being
        in force amending, replacing, novating, modifying or restating such
        agreement;
  “Put
        Notice” means a notice in
        the form set out in Schedule 2;
  “Receipt” means a receipt
        attached on issue to a Definitive Note redeemable in instalments for the
        payment
        of an instalment of principal, such receipt being in the form or substantially
        in the form set out in Part IV of Schedule 2 to the Trust Deed or in such
        other
        form as may be agreed between the relevant Issuer, the Agent, the Trustee
        and
        the relevant Dealer(s) and includes any replacements for Receipts issued
        pursuant to Condition 11;
  “Receiptholders” means the several
        persons who are for the time being holders of the Receipts and references
        to “relevant
        Receiptholders” shall, in relation
        to the Notes of any Series, be construed as references to the holder or holders
        of one or more Receipts appertaining to the Notes of such Series;
  “Reference
        Banks” means, in the case
        of a determination of LIBOR, the principal London office of four major banks
        in
        the London inter-bank market and, in the case of a determination of EURIBOR,
        the
        principal Euro-zone office of four major banks in the Euro-zone inter-bank
        market, in each case selected by the Agent or as specified in the applicable
        Final Terms;
  “Relevant
        Date” has the meaning
        set out in Condition 7;
  “Securities
        Act” means the United
        States Securities Act 1933, as amended;
  “Series” means a Tranche of
        the Notes together with any further Tranche or Tranches of the Notes which
        are
        (i) expressed to be consolidated and form a single series and (ii) identical
        in
        all respects (including as to listing and admission to trading) except for
        their
        respective Issue Dates, Interest Commencement Dates and/or Issue Prices and
        the
        expressions “Notes
        of
        the relevant Series” , “Series
        of
        Notes” and “holders
        of
        Notes of the relevant Series” and related
        expressions shall be construed accordingly;
  “Stock
        Exchange” means the London
        Stock Exchange or any other or further stock exchange(s) on which any Notes
        may
        from time to time be listed, and references in these presents to the “relevant
        Stock Exchange” shall, in relation
        to any Notes, be references to the Stock Exchange on which such Notes are,
        from
        time to time, or are intended to be, listed;
  4
  “Subsidiary” means any company
        which is for the tine being a subsidiary (within the meaning of Section 736
        of
        the Companies Act 1985 of Great Britain, as amended) of an Issuer or the
        Guarantor, as the case may be;
  “Talonholders” means the several
        persons who are for the time being holders of the Talons and references to “relevant
        Talonholders” shall, in relation
        to the Notes of any Series, be construed as references to the holder or holders
        of one or more Talons appertaining to the Notes of such Series;
  “Talons” means the talons
        (if any) appertaining to, and exchangeable in accordance with the provisions
        therein contained for further Coupons appertaining to, a Definitive Note
        (other
        than a Zero Coupon Note), such talons being in the form or substantially
        in the
        form set out in Part VI of Schedule 2 to the Trust Deed or in such other
        form as
        may be agreed between the relevant Issuer, the Agent, the Trustee and the
        relevant Dealer(s) and includes any replacements for Talons issued pursuant
        to
        Condition 11;
  “Temporary
        Global Note” means a global
        note in the form or substantially in the form set out in Part 1 of Schedule
        2 to
        the Trust Deed with such modifications (if any) as may be agreed between
        the
        relevant Issuer, the Agent, the Trustee and the relevant Dealer(s), together
        with the copy of the applicable Final Terms annexed thereto, comprising some
        or
        all of the Notes of the same Series, issued by the relevant Issuer pursuant
        to
        the Programme Agreement or any other agreement between the relevant Issuer
        and
        the relevant Dealer(s) and the Trust Deed;
  “the
        London
        Stock Exchange” means the London
        Stock Exchange plc and any successor thereto;
  “Tranche” means all Notes
        which are identical in all respects (including as to listing and admission
        to
        trading);
  “Trust
        Deed” means the Trust
        Deed dated the date hereof made between the Issuers, the Guarantor and the
        Trustee, by which the Notes will be constituted; and
  “Zero
        Coupon Note” means a Note on
        which no interest is payable.
  (3)
              Words
                  denoting the singular number only shall include the plural number
                  also andvice
                  versa;
                  words
                  denoting one gender only shall include the other gender; and words
                  denoting persons only shall include firms and corporations andvice
                  versa.
  (4)
              All
                  references in this Agreement to costs or charges or expenses shall
                  include
                  any value added tax or similar tax charged or chargeable in respect
                  thereof.
  (5)
              For
                  the
                  purposes of this Agreement, the Notes of each Series shall form
                  a separate
                  series of Notes and the provisions of this Agreement shall applymutatis
                  mutandisseparately
                  and independently to the Notes of each Series and in this Agreement
                  the
                  expressions“Notes”,“Noteholders”,“Receipts”,“Receiptholders”,“Coupons”,“Couponholders”and“Talons”shall be
                  construed accordingly.
  (6)
              All
                  references in this Agreement to principal and/or interest or both
                  in
                  respect of the Notes or to any moneys payable by the Issuers under
                  this
                  Agreement shall have the meaning set out in Condition
                  5(f).
  (7)
              All
                  references in this Agreement to the“relevant
                  currency”shall be
                  construed as references to the currency in which the relevant Notes
                  and/or
                  Coupons are denominated (or payable in the case of Dual Currency
                  Notes).
  (8)
              In
                  this
                  Agreement, clause headings are inserted for convenience and ease
                  of
                  reference only and shall not affect the interpretation of this
                  Agreement.
                  All references in this Agreement to the provisions of any statute
                  shall be
                  deemed to be references to that
  5
  statute
        as from time to
        time modified, extended, amended or re-enacted or to any statutory instrument,
        order or regulation made thereunder or under such re-enactment.
  (9)
              All
                  references in this Agreement to an agreement, instrument or other
                  document
                  (including, without limitation, this Agreement, the Programme Agreement,
                  the Trust Deed, the Procedures Memorandum, the Notes and any Conditions
                  appertaining thereto) shall be construed as a reference to that
                  agreement,
                  instrument or document as the same may be amended, modified, varied
                  or
                  supplemented from time to time.
  (10)
              Any
                  references herein to Euroclear and/or Clearstream, Luxembourg shall,
                  whenever the context so permits, be deemed to include a reference
                  to any
                  additional or alternative clearance system approved by the Issuers,
                  the
                  Guarantor (if applicable), the Trustee and the
                  Agent.
  (11)
              Any
                  references to Notes shall, unless the context otherwise requires,
                  include
                  any Global Note(s) representing such
                  Notes
  (12)
              As
                  used
                  herein, in relation to any Notes which are to have a “listing” or be
                  “listed” on the London Stock Exchange, “listing” and “listed” shall be
                  construed to mean that such Notes have been admitted to the Official
                  List
                  and admitted to trading on the London Stock
                  Exchange.
  2.
              APPOINTMENT
                  OF AGENT AND PAYING AGENTS
  (1)
              The
                  Agent is
                  hereby appointed, and the Agent hereby agrees to act, as agent
                  of the
                  Issuers and the Guarantor (and, for the purposes of sub-clause
                  (4) below,
                  the Trustee,) upon the terms and subject to the conditions set
                  out below,
                  for the purposes of,inter
                  alia:
  (a)
              completing,
                  authenticating and delivering Global Notes and (if required) completing,
                  authenticating and delivering Definitive
                  Notes;
  (b)
              exchanging
                  Temporary Global Notes for Permanent Global Notes and/or Definitive
                  Notes,
                  as the case may be, in accordance with the terms of such Temporary
                  Global
                  Notes and making all notations on such Temporary Global Notes required
                  in
                  accordance with their terms;
  (c)
              exchanging
                  Permanent Global Notes for Definitive Notes in accordance with
                  the terms
                  of such Permanent Global Notes and making all notations on such
                  Permanent
                  Global Notes required in accordance with their
                  terms;
  (d)
              paying
                  sums
                  due on Global Notes and Definitive Notes, Receipts and
                  Coupons;
  (e)
              exchanging
                  Talons for Coupons in accordance with the
                  Conditions;
  (f)
              determining
                  the end of the Distribution Compliance Period applicable to each
                  Tranche
                  in accordance with clause 5 below;
  (g)
              unless
                  otherwise specified in the applicable Final Terms, determining
                  the
                  interest and/or other amounts payable in respect of the Notes in
                  accordance with the Conditions;
  (h)
              arranging
                  on
                  behalf of and at the expense of the Issuers (and, if applicable,
                  the
                  Guarantor) for notices to be communicated to the Noteholders in
                  accordance
                  with the Conditions;
  (i)
              preparing
                  and
                  sending monthly reports, if required, to the Bank of England and
                  ensuring
                  that, as directed by the Issuers (or, if applicable, the Guarantor),
                  all
                  necessary action is taken to comply with any reporting requirements
                  of any
  6
  competent
        authority in
        respect of any relevant currency as may be in force from time to time with
        respect to the Notes to be issued under the Programme;
  (j)
              subject
                  to
                  the Procedures Memorandum, submitting to the relevant authority
                  or
                  authorities such number of copies of each Final Terms which relates
                  to
                  Notes which are to be listed as the relevant authority or authorities
                  may
                  reasonably require;
  (k)
              acting
                  as
                  Calculation Agent in respect of Notes where named as such in the
                  relevant
                  Final Terms;
  (l)
              sending
                  a
                  copy of each Final Terms to the other Paying Agents;
                  and
  (m)
              performing
                  all other obligations and duties imposed upon it by the Conditions
                  and
                  this Agreement.
  (2)
              Each
                  Paying
                  Agent is hereby appointed as paying agent of the Issuers and the
                  Guarantor
                  (and, for the purposes of sub-clause (4) below, the Trustee), upon
                  the
                  terms and subject to the conditions set out below, for the purposes
                  of
                  paying sums due on Notes, Receipts and Coupons and of performing
                  all other
                  obligations and duties imposed upon it by the Conditions and this
                  Agreement.
  (3)
              The
                  obligations of the Paying Agents under this Agreement are several
                  and not
                  joint.
  (4)
              At
                  any time
                  after an Event of Default or a Potential Event of Default shall
                  have
                  occurred the Trustee may:
  (a)
              by
                  notice in
                  writing to the relevant Issuer, the Guarantor (if applicable),
                  the Agent
                  and the other Paying Agents require the Agent and the other Paying
                  Agents
                  pursuant to this Agreement:
  (i)
              to
                  act
                  thereafter as Agent and other Paying Agents respectively of the
                  Trustee in
                  relation to payments to be made by or on behalf of the Trustee
                  under the
                  provisions of the Trust Deedmutatis
                  mutandison
                  the terms
                  provided in this Agreement (save that the Trustee’s liability under any
                  provisions of this Agreement shall be limited to the amounts for
                  the time
                  being held by the Trustee on the trusts of the Trust Deed relating
                  to the
                  relative Notes and available for such purpose) and thereafter to
                  hold all
                  Notes, Receipts, Coupons and Talons and all sums, documents and
                  records
                  held by them in respect of the Notes, Receipts, Coupons and Talons
                  on
                  behalf of the Trustee; or
  (ii)
              to
                  deliver up
                  all Notes, Receipts, Coupons and Talons and all sums, documents
                  and
                  records held by them in respect of Notes and Coupons to the Trustee
                  or as
                  the Trustee shall direct in such notice provided that such notice
                  shall be
                  deemed not to apply to any documents or records which the Agent
                  or the
                  relevant other Paying Agent is obliged not to release by any law
                  or
                  regulation; and
  (b)
              by
                  notice in
                  writing to the relevant Issuer and, if applicable, the Guarantor,
                  require
                  it to make all subsequent payments in respect of the Notes, Receipts,
                  Coupons and Talons to or to the order of the Trustee and not to
                  the Agent;
                  with effect from the issue of any such notice to the relevant Issuer
                  and,
                  if applicable, the Guarantor, and unless and until such notice
                  is
                  withdrawn the proviso to sub-clause (B) of clause 2 of the Trust
                  Deed
                  shall cease to have effect.
  At
        such time as the
        Trustee shall be satisfied that no Event of Default or Potential Event of
        Default is continuing the Trustee shall by notice in writing to the relevant
        Issuer, the Guarantor (if applicable), the Agent and the other Paying Agents
        pursuant to this
  7
  Agreement
        withdraw
        any notice given pursuant to this clause whereupon any such notice shall
        cease
        to apply.
  In
        such
        circumstances the Trustee shall not be responsible for supervising the
        proceedings or acts of the Agent and the other Paying Agents.
  3.
              ISSUE
                  OF GLOBAL NOTES
  (1)
              Subject
                  to
                  sub-clause 6(7) below, following receipt of a faxed copy of the
                  Final
                  Terms signed by the relevant Issuer, the relevant Issuer hereby
                  authorises
                  the Agent and the Agent hereby agrees to take the steps required
                  of the
                  Agent in the Procedures Memorandum.
  (2)
              For
                  the
                  purpose of sub-clause (1), the Agent will,inter
                  alia,
                  on behalf
                  of the relevant Issuer if specified in the applicable Final Terms
                  that a
                  Temporary Global Note will initially represent the Tranche of
                  Notes:
  (a)
              prepare
                  a
                  Temporary Global Note by attaching a copy of the applicable Final
                  Terms to
                  a copy of the applicable master Temporary Global
                  Note;
  (b)
              authenticate
                  such Temporary Global Note in accordance with the provisions of
                  the Trust
                  Deed;
  (c)
              deliver
                  such
                  Temporary Global Note to the specified common depositary of Euroclear
                  and/or Clearstream, Luxembourg against receipt from the common
                  depositary
                  of confirmation that such common depositary is holding the Temporary
                  Global Note in safe custody for the account of Euroclear and/or
                  Clearstream, Luxembourg and instruct Euroclear or Clearstream,
                  Luxembourg
                  or both of them (as the case may be) unless otherwise agreed in
                  writing
                  between the Agent and the relevant Issuer (i) in the case of an
                  issue of
                  Notes not subscribed pursuant to a Subscription Agreement, to credit
                  the
                  Notes represented by such Temporary Global Note to the Agent’s
                  distribution account, and (ii) in the case of an issue of Notes
                  subscribed
                  pursuant to a Subscription Agreement, to hold the Notes represented
                  by
                  such Temporary Global Note to the relevant Issuer’s order;
                  and
  (d)
              unless
                  the
                  relevant Issuer otherwise directs, to ensure that the Notes of
                  each
                  Tranche are assigned, as applicable, security numbers (including,
                  but not
                  limited to, common codes and ISIN) which are different from the
                  security
                  numbers assigned to Notes of any other Tranche of the same Series
                  until at
                  least expiry of the applicable Distribution Compliance Period of
                  such
                  Tranche.
  (3)
              For
                  the
                  purpose of sub-clause (1), the Agent will,inter
                  alia,
                  on behalf
                  of the relevant Issuer if specified in the applicable Final Terms
                  that a
                  Permanent Global Note will represent the Notes on
                  issue:
  (a)
              in
                  the case
                  of the first Tranche of any Series of Notes, prepare a Permanent
                  Global
                  Note by attaching a copy of the applicable Final Terms to a copy
                  of the
                  master Permanent Global Note;
  (b)
              in
                  the case
                  of the first Tranche of any Series of Notes, authenticate such
                  Permanent
                  Global Note in accordance with the provisions of the Trust
                  Deed;
  (c)
              in
                  the case
                  of the first Tranche of any Series of Notes, deliver such Permanent
                  Global
                  Note to the specified common depositary of Euroclear and/or Clearstream,
                  Luxembourg against receipt from the common depositary of confirmation
                  that
                  such common depositary is holding the Permanent Global Note in
                  safe
                  custody for the account of Euroclear and Clearstream, Luxembourg
                  and
                  instruct Euroclear or Clearstream, Luxembourg or both of them (as
                  the case
                  may be) unless otherwise agreed in writing between the Agent and
                  the
                  relevant Issuer (i) in the case of an
  8
 issue
        of Notes not
        subscribed pursuant to a Subscription Agreement, to credit the Notes represented
        by such Permanent Global Note to the Agent’s distribution account, and (ii) in
        the case of an issue of Notes subscribed pursuant to a Subscription Agreement,
        to hold the Notes represented by such Permanent Global Note to the relevant
        Issuer’s order;
  (d)
              in
                  any other
                  case attach a copy of the applicable Final Terms to the Permanent
                  Global
                  Note applicable to the relevant Series and instruct Euroclear or
                  Clearstream Luxembourg or both of them (as the case may be) unless
                  otherwise agreed in writing between the Agent and the relevant
                  Issuer (i)
                  in the case of an issue of Notes not subscribed pursuant to a Subscription
                  Agreement, to credit the Notes the subject of the applicable Final
                  Terms
                  to the Agent’s distribution account, and (ii) in the case of an issue of
                  Notes subscribed pursuant to a Subscription Agreement, to hold
                  the Notes
                  the subject of the applicable Final Terms to the relevant Issuer’s order;
                  and
  (e)
              unless
                  the
                  relevant Issuer otherwise directs, ensure that the Notes of each
                  Tranche
                  are assigned as applicable, security numbers (including, but not
                  limited
                  to, common codes and ISINs) which are different from the security
                  numbers
                  assigned to the Notes of any other Tranche of the same Series until
                  at
                  least expiry of the applicable Distribution Compliance Period of
                  such
                  Tranche.
  4.
              EXCHANGE
                  OF GLOBAL NOTES
  (1)
              The
                  Agent
                  shall determine the Exchange Date for each Temporary Global Note
                  in
                  accordance with the terms thereof. Forthwith upon determining the
                  Exchange
                  Date in respect of any Tranche, the Agent shall notify such determination
                  to the relevant Issuer, the relevant Dealer, Euroclear and Clearstream,
                  Luxembourg. On or after the Exchange Date, the Agent shall deliver,
                  upon
                  notice from Euroclear and Clearstream, Luxembourg, a Permanent
                  Global Note
                  or Definitive Notes, as the case may be, in accordance with the
                  terms of
                  the Temporary Global Note.
  (2)
              Where
                  a
                  Temporary Global Note is to be exchanged for a Permanent Global
                  Note, the
                  Agent is hereby authorised by the relevant Issuer and
                  instructed:
  (a)
              in
                  the case
                  of the first Tranche of any Series of Notes, to prepare and complete
                  a
                  Permanent Global Note in accordance with the terms of the Temporary
                  Global
                  Note applicable to such Tranche by attaching a copy of the applicable
                  Final Terms to a copy of the master Permanent Global
                  Note;
  (b)
              in
                  the case
                  of the first Tranche of any Series of Notes, to authenticate such
                  Permanent Global Note;
  (c)
              in
                  the case
                  of the first Tranche of any Series of Notes, to deliver such Permanent
                  Global Note to the common depositary which is holding the Temporary
                  Global
                  Note applicable to such Tranche for the time being on behalf of
                  Euroclear
                  and/or Clearstream, Luxembourg either in exchange for such Temporary
                  Global Note or, in the case of a partial exchange, on entering
                  details of
                  such partial exchange of the Temporary Global Note in the relevant
                  spaces
                  in Schedule Two of both the Temporary Global Note and the Permanent
                  Global
                  Note; and
  (d)
              in
                  any other
                  case, to attach a copy of the applicable Final Terms to the Permanent
                  Global Note applicable to the relevant Series and to enter details
                  of any
                  exchange in whole or part as
                  aforesaid.
  (3)
              Where
                  a
                  Global Note is to be exchanged for Definitive Notes in accordance
                  with its
                  terms, the Agent is hereby authorised by the relevant Issuer and
                  instructed:
  9
  (a)
              to
                  authenticate such Definitive Notes in accordance with the provisions
                  of
                  this Agreement; and
  (b)
              to
                  deliver
                  such Definitive Notes to or to the order of Euroclear and/or Clearstream,
                  Luxembourg.
  (4)
              Upon
                  any
                  exchange of all or a portion of an interest in a Temporary Global
                  Note for
                  an interest in a Permanent Global Note or upon any exchange of
                  all or a
                  portion of an interest in a Global Note for Definitive Notes, the
                  relevant
                  Global Note shall be endorsed by the Agent to reflect the reduction
                  of its
                  nominal amount by the aggregate nominal amount so exchanged and,
                  where
                  applicable, the Permanent Global Note shall be endorsed by the
                  Agent or on
                  its behalf to reflect the increase in its nominal amount as a result
                  of
                  any exchange for an interest in the Temporary Global Note. Until
                  exchange
                  in full, the holder of an interest in any Global Note shall in
                  all
                  respects be entitled to the same benefits under this Agreement
                  as the
                  holder of Definitive Notes, Receipts and Coupons authenticated
                  and
                  delivered hereunder, subject as set out in the Conditions. The
                  Agent is
                  hereby authorised on behalf of the relevant Issuer (a) to endorse
                  or to
                  arrange for the endorsement of the relevant Global Note to reflect
                  the
                  reduction in the nominal amount represented thereby by the amount
                  so
                  exchanged and, if appropriate, to endorse the Permanent Global
                  Note to
                  reflect any increase in the nominal amount represented thereby
                  and, in
                  either case, to sign in the relevant space on the relevant Global
                  Note
                  recording such exchange and reduction or increase and (b) in the
                  case of a
                  total exchange, to cancel or arrange for the cancellation of the
                  relevant
                  Global Note.
  (5)
              The
                  Agent
                  shall notify the relevant Issuer forthwith upon receipt of a request
                  for
                  issue of Definitive Notes in accordance with the provisions of
                  a Global
                  Note and the aggregate nominal amount of such Global Note to be
                  exchanged
                  in connection therewith. The relevant Issuer undertakes to deliver
                  to the
                  Agent sufficient numbers of executed Definitive Notes with, if
                  applicable,
                  Receipts, Coupons and Talons attached to enable the Agent to comply
                  with
                  its obligations under this clause.
  5.
              DETERMINATION
                  OF END OF DISTRIBUTION COMPLIANCE
                  PERIOD
  (1)
              In
                  the case
                  of a Tranche in respect of which there is only one Dealer, the
                  Agent will
                  determine the end of the Distribution Compliance Period in respect
                  of such
                  Tranche as being the fortieth day following the date certified
                  by the
                  relevant Dealer to the Agent as being the date as of which distribution
                  of
                  the Notes of that Tranche was
                  completed.
  (2)
              In
                  the case
                  of a Tranche in respect of which there is more than one Dealer
                  but which
                  is not issued on a syndicated basis, the Agent will determine the
                  end of
                  the Distribution Compliance Period in respect of such Tranche as
                  being the
                  fortieth day following the latest of the dates certified by all
                  the
                  relevant Dealers to the Agent as being the respective dates as
                  of which
                  distribution of the Notes of that Tranche purchased by each such
                  Dealer
                  was completed.
  (3)
              In
                  the case
                  of a Tranche issued on a syndicated basis, the Agent will determine
                  the
                  end of the Distribution Compliance Period in respect of such Tranche
                  as
                  being the fortieth day following the date certified by the Lead
                  Manager to
                  the Agent as being the date as of which distribution of the Notes
                  of that
                  Tranche was completed.
  (4)
              Forthwith
                  upon determining the end of the Distribution Compliance Period
                  in respect
                  of any Tranche, the Agent shall notify such determination to the
                  relevant
                  Issuer, Euroclear, Clearstream, Luxembourg and the relevant Dealer
                  or Lead
                  Manager, as the case may be.
  6.
              TERMS
                  OF ISSUE
  (1)
              The
                  Agent
                  shall cause all Temporary Global Notes, Permanent Global Notes
                  and
                  Definitive Notes delivered to and held by it under this Agreement
                  to be
                  maintained in safe custody
  10
 and
        shall ensure that such
        Notes are issued only in accordance with the provisions of this Agreement,
        the
        Trust Deed and the relevant Global Note.
  (2)
              Subject
                  to
                  the procedures set out in the Procedures Memorandum, for the purposes
                  of
                  clause 3 the Agent is entitled to treat a telephone, telex or facsimile
                  communication from a person purporting to be (and who the Agent
                  believes
                  in good faith to be) the authorised representative of the relevant
                  Issuer
                  named in the list referred to in, or notified pursuant to, clause
                  18(7) as
                  sufficient instructions and authority of the relevant Issuer for
                  the Agent
                  to act in accordance with clause 3.
  (3)
              In
                  the event
                  that a person who has signed on behalf of the relevant Issuer any
                  Note not
                  yet issued but held by the Agent in accordance with clause 3 ceases
                  to be
                  authorised as described in clause 18(7), the Agent shall (unless
                  the
                  relevant Issuer gives notice to the Agent that Notes signed by
                  that person
                  do not constitute valid and binding obligations of the relevant
                  Issuer or
                  otherwise until replacements have been provided to the Agent) continue
                  to
                  have authority to issue any such Notes, and the relevant Issuer
                  hereby
                  warrants to the Agent that such Notes shall, unless notified as
                  aforesaid,
                  be valid and binding obligations of the relevant Issuer. Promptly
                  upon
                  such person ceasing to be authorised, the relevant Issuer shall
                  provide
                  the Agent with replacement Notes and upon receipt of such replacement
                  Notes the Agent shall cancel and destroy the Notes held by it which
                  are
                  signed by such person and shall provide to the relevant Issuer
                  a
                  confirmation of destruction in respect thereof specifying the Notes
                  so
                  cancelled and destroyed.
  (4)
              Unless
                  otherwise agreed in writing between the relevant Issuer and the
                  Agent,
                  each Note credited to the Agent’s distribution account with Euroclear or
                  Clearstream, Luxembourg following delivery of a Temporary Global
                  Note to a
                  common depositary pursuant to clause 3(c)(i) shall be held to the
                  order of
                  the relevant Issuer.
  (5)
              If
                  the Agent
                  pays an amount (the“Advance”)
                  to the
                  relevant Issuer on the basis that a payment (the“Payment”)
                  has been,
                  or will be, received from a Dealer and if the Payment is not received
                  by
                  the Agent on the date the Agent pays the relevant Issuer, the relevant
                  Issuer shall repay to the Agent the Advance and shall pay interest
                  on the
                  Advance (or the unreimbursed portion thereof) from (and including)
                  the
                  date such Advance is made to (but excluding) the earlier of repayment
                  of
                  the Advance and receipt by the Agent of the Payment (at a rate
                  quoted at
                  that time by the Agent as its cost of funding the Advance provided
                  that
                  evidence of the basis of such rate is given to the relevant
                  Issuer).
  (6)
              Except
                  in the
                  case of issues where the Agent does not act as receiving bank for
                  the
                  relevant Issuer in respect of the purchase price of the Notes being
                  issued, if on the relevant Issue Date a Dealer does not pay the
                  full
                  purchase price due from it in respect of any Note (the“Defaulted
                    Note”)
                  and, as a
                  result, the Defaulted Note remains in the Agent’s distribution account
                  with Euroclear and/or Clearstream, Luxembourg after such Issue
                  Date, the
                  Agent will continue to hold the Defaulted Note to the order of
                  the
                  relevant Issuer. The Agent shall notify the relevant Issuer forthwith
                  of
                  the failure of the Dealer to pay the full purchase price due from
                  it in
                  respect of any Defaulted Note and, subsequently, shall notify the
                  relevant
                  Issuer forthwith upon receipt from the Dealer of the full purchase
                  price
                  in respect of such Defaulted Note.
  (7)
              The
                  Agent
                  shall only be required to perform its obligations under clause
                  3 or
                  sub-clause 4(2) above if it holds:
  (a)
              a
                  master
                  Temporary Global Note for Sterling denominated Notes and a master
                  Temporary Global Note for non-sterling denominated Notes, each
                  duly
                  executed by a person or persons authorised to execute the same
                  on behalf
                  of the relevant Issuer, which may be used by the Agent for the
                  purpose of
                  preparing a Temporary Global Note in accordance with clause 3 above;
                  and
 11
  (b)
              a
                  master
                  Permanent Global Note for Sterling denominated Notes and a master
                  Permanent Global Note for non-sterling denominated Notes, each
                  duly
                  executed by a person or persons authorised to execute the same
                  on behalf
                  of the relevant Issuer, which may be used by the Agent for the
                  purpose of
                  preparing a Permanent Global Note in accordance with sub-clause
                  4(2)
                  above.
  (8)
              The
                  Agent
                  will provide Euroclear and/or Clearstream, Luxembourg with the
                  notifications, instructions or other information to be given by
                  the Agent
                  to Euroclear and/or Clearstream,
                  Luxembourg.
  7.
              PAYMENTS
  (1)
              The
                  relevant
                  Issuer or, if applicable, the Guarantor will, before 10.00 a.m.
                  (local
                  time in the relevant financial centre of the payment or London
                  time, in
                  the case of a Payment in euro), on each date on which any payment
                  in
                  respect of any Note becomes due, transfer for value on such date
                  to an
                  account specified by the Agent such amount in the relevant currency
                  in
                  immediately available and freely transferable funds as shall be
                  sufficient
                  for the purposes of such payment in funds settled through such
                  payment
                  system as the Agent and the relevant Issuer may
                  agree.
  (2)
              The
                  relevant
                  Issuer or, if applicable, the Guarantor will ensure that no later
                  than
                  10.00 a.m. (London time) on the second Business Day (as defined
                  below)
                  immediately preceding the date on which any payment is to be made
                  to the
                  Agent pursuant to sub-clause (1), the Agent shall receive an irrevocable
                  payment confirmation by tested telex or authenticated SWIFT message
                  from
                  the paying bank of the relevant Issuer of its intention to make
                  such
                  payment.
  For
        the purposes of
        this clause “Business
        Day” means a day which
        is both:
  (a)
              a
                  day on
                  which commercial banks and foreign exchange markets settle payments
                  in
                  London and any other place specified in the applicable Final Terms
                  as an
                  Additional Business Centre: and
  (b)
              either
                  (i) in
                  relation to a payment to be made in a Specified Currency other
                  than Euro,
                  a day on which commercial banks and foreign exchange markets settle
                  payments in the principal financial centre of the country of the
                  relevant
                  Specified Currency (if other than London, and any Additional Business
                  Centre and which, if the Specified Currency is Australian Dollars,
                  shall
                  be Sydney) or (ii) in relation to any sum payable in euro, a clay
                  on which
                  the Trans European Automated Real-Time Gross Settlement Express
                  Transfer
                  (TARGET) System (the“TARGET
                  System”)
                  is
                  open.
  (3)
              The
                  Agent
                  shall ensure that payments of both principal and interest in respect
                  of a
                  Temporary Global Note will be made only to the extent that certification
                  of non-U.S. beneficial ownership as required by U.S. securities
                  laws and
                  U.S. Treasury regulations (in the form set out in the Temporary
                  Global
                  Note) has been received from Euroclear and/or Clearstream, Luxembourg
                  in
                  accordance with the terms thereof.
  (4)
              Subject
                  to
                  the Agent being satisfied in its discretion that payment will be
                  duly made
                  as provided in sub-clause (1) above or subject to the full amount
                  of such
                  payment being made to the Agent, the Agent or the relevant Paying
                  Agent
                  shall pay or cause to be paid all amounts due in respect of the
                  Notes on
                  behalf of the relevant Issuer and the Guarantor (if applicable)
                  in the
                  manner provided in the Conditions. If any payment provided for
                  in
                  sub-clause (1) is made late but otherwise in accordance with the
                  provisions of this Agreement, the Agent and each Paying Agent shall
                  nevertheless make payments in respect of the Notes as aforesaid
                  following
                  receipt by it of such payment.
 12
  (5)
              If
                  for any
                  reason the Agent considers in its sole discretion that the amounts
                  to be
                  received by the Agent pursuant to sub-clause (1) will be, or the
                  amounts
                  actually received by it pursuant thereto are, insufficient to satisfy
                  all
                  claims in respect of all payments then falling due in respect of
                  the
                  Notes, neither the Agent nor any Paying Agent shall be obliged
                  to pay any
                  such claims until the Agent has received the full amount of all
                  such
                  payments.
  (6)
              Without
                  prejudice to sub-clauses (4) and (5), if the Agent pays any amounts
                  to the
                  holders of Notes, Receipts or Coupons or to any Paying Agent at
                  a time
                  when it has not received payment in full in respect of the relevant
                  Notes
                  in accordance with sub-clause (1) (the excess of the amounts so
                  paid over
                  the amounts so received being the“Shortfall”),
                  the
                  relevant Issuer (or, if applicable, the Guarantor) will, in addition
                  to
                  paying amounts due under sub-clause (1), pay to the Agent on demand
                  interest (at a rate which represents the Agent’s cost of funding the
                  Shortfall) on the Shortfall (or the unreimbursed portion thereof)
                  until
                  the receipt in full by the Agent of the
                  Shortfall.
  (7)
              The
                  Agent
                  shall on demand promptly reimburse each Paying Agent for payments
                  in
                  respect of Notes properly made by such Paying Agent in accordance
                  with
                  this Agreement and the Conditions unless the Agent has notified
                  the Paying
                  Agent, prior to the opening of business in the location of the
                  office of
                  the Paying Agent through which payment in respect of the Notes
                  can be made
                  on the due date of a payment in respect of the Notes that the Agent
                  does
                  not expect to receive sufficient funds to make payment of all amounts
                  falling due in respect of such
                  Notes.
  (8)
              Whilst
                  any
                  Notes are represented by Global Notes, all payments due in respect
                  of such
                  Notes shall be made to, or to the order of, the holder of the Global
                  Notes, subject to and in accordance with the provisions of the
                  Global
                  Notes. On the occasion of any such payment the Paying Agent to
                  which the
                  Global Note was presented for the purpose of making such payment
                  shall
                  cause the appropriate Schedule to the relevant Global Note to be
                  annotated
                  so as to evidence the amounts and dates of such payments of principal
                  and/or interest as applicable.
  (9)
              If
                  the amount
                  of principal and/or interest then due for payment is not paid in
                  full
                  (otherwise than by reason of a deduction required by law to be
                  made
                  therefrom), the Paying Agent to which a Note is presented for the
                  purpose
                  of making such payment shall make a record of such Shortfall on
                  the Note
                  and such record shall, in the absence of manifest error, beprima
                  facieevidence
                  that
                  the payment in question has not to that extent been made. Further,
                  in the
                  event of such Shortfall, the Agent shall notify the Trustee of
                  such
                  Shortfall.
  8.
              DETERMINATIONS
                  AND NOTIFICATIONS IN RESPECT OF
                  NOTES
  (1)
              The
                  Agent
                  shall, unless otherwise specified in the applicable Final Terms,
                  act as
                  Calculation Agent and shall make all such determinations and calculations
                  (howsoever described) as it is required to do under the Conditions,
                  all
                  subject to and in accordance with the
                  Conditions.
  (2)
              The
                  Agent
                  shall not be responsible to the relevant Issuer, the Guarantor
                  (if
                  applicable), the Trustee or to any third party (except in the event
                  of
                  negligence, default or bad faith of the Agent, as the case may
                  be) as a
                  result of the Agent having acted on any quotation given by any
                  Reference
                  Bank which subsequently may be found to be
                  incorrect.
  (3)
              The
                  Agent
                  shall promptly notify (and confirm in writing to) the relevant
                  Issuer, the
                  Guarantor (if applicable), the Trustee, the other Paying Agents
                  and (in
                  respect of a Series of Notes listed on a Stock Exchange) the relevant
                  Stock Exchange of,inter
                  alia,
                  each Rate
                  of Interest, Interest Amount and Interest Payment Date and all other
                  amounts, rates and dates which it is obliged to determine or calculate
                  under the Conditions as soon as practicable after the determination
                  thereof and of any subsequent amendment thereto pursuant to the
                  Conditions.
 13
  (4)
              The
                  Agent
                  shall use its best endeavours to cause each Rate of Interest, Interest
                  Amount and Interest Payment Date and all other amounts, rates and
                  dates
                  which it is obliged to determine or calculate under the Conditions
                  to be
                  published as required in accordance with the Conditions as soon
                  as
                  possible after their determination or
                  calculation.
  (5)
              If
                  the Agent
                  at any time defaults in its obligation to determine and/or calculate
                  and/or publish the Rate of Interest, Interest Amount and/or Interest
                  Payment Date in respect of any Interest Period or any other amount,
                  rate
                  or date as provided in this clause, it shall forthwith notify the
                  relevant
                  Issuer, the Guarantor (if applicable), the Trustee and the other
                  Paying
                  Agents of such fact.
  (6)
              Determinations
                  with regard to Notes (including, without limitation, Index Linked
                  Notes
                  and Dual Currency Notes) shall be made by the Agent or such other
                  Calculation Agent specified in the applicable Final Terms in the
                  manner
                  specified in the applicable Final Terms. Unless otherwise agreed
                  between
                  the relevant Issuer and the relevant Dealer or unless the Agent
                  is the
                  Calculation Agent (in which case the provisions of this Agreement
                  shall
                  apply), such determinations shall be made on the basis of a Calculation
                  Agency Agreement substantially in the form of Schedule 1 to this
                  Agreement.
  9.
              NOTICE
                  OF ANY WITHHOLDING OR
                  DEDUCTION
  (1)
              If
                  the
                  relevant Issuer or, if applicable, the Guarantor is, in respect
                  of any
                  payment, compelled to withhold or deduct any amount for or on account
                  of
                  taxes, duties, assessments or governmental charges as specifically
                  contemplated under the Conditions, the relevant Issuer shall give
                  notice
                  thereof to the Agent and the Trustee as soon as it becomes aware
                  of the
                  requirement to make such withholding or deduction and shall give
                  to the
                  Agent such information as it shall require to enable it to comply
                  with
                  such requirement and the Agent shall comply with such
                  requirement.
  (2)
              If
                  any Paying
                  Agent is, in respect of any payment of principal or interest in
                  respect of
                  the Notes, compelled to withhold or deduct any amount for or on
                  account of
                  any taxes, duties, assessments or governmental charges as specifically
                  contemplated under the Conditions, other than arising under sub-clause
                  (1)
                  above or by virtue of the relevant holder failing to perform any
                  certification or other requirement in respect of its Notes, it
                  shall give
                  notice thereof to the relevant Issuer and the Agent as soon as
                  it becomes
                  aware of such compulsion to withhold or
                  deduct.
  10.
              DUTIES
                  OF THE PAYING AGENTS IN CONNECTION WITH EARLY
                  REDEMPTION
  (1)
              If
                  the
                  relevant Issuer decides to redeem any Notes for the time being
                  outstanding
                  prior to their Maturity Date in accordance with the Conditions,
                  the
                  relevant Issuer shall give notice of such decision to the Agent
                  and the
                  Trustee not less than 15 days before the date on which the relevant
                  Issuer
                  will give notice to the Noteholders in accordance with the Conditions
                  of
                  such redemption in order to enable the Agent to undertake its obligations
                  herein and in the Conditions.
  (2)
              If
                  some only
                  of the Notes are to be redeemed on such date, the Agent shall,
                  in the case
                  of Definitive Notes, make the required drawing in accordance with
                  the
                  Conditions but shall give the relevant Issuer and the Trustee reasonable
                  notice of the time and place proposed for such drawing and the
                  relevant
                  Issuer and the Trustee shall be entitled to send representatives
                  to attend
                  such drawing and shall, in the case of Notes in global form, co-ordinate
                  the selection of Notes to be redeemed with Euroclear and Clearstream,
                  Luxembourg, all in accordance with the
                  Conditions.
  (3)
              The
                  Agent
                  shall publish the notice required in connection with any such redemption
                  and shall at the same time also publish a separate list of the
                  serial
                  numbers of any Notes previously drawn and not presented for redemption.
                  Such notice shall specify the date fixed for redemption, the redemption
                  amount, the manner in which redemption will be
 14
  effected
        and, in the case
        of a partial redemption, the serial numbers of the Notes to be redeemed.
        Such
        notice will be published in accordance with the Conditions. The Agent will
        also
        notify the other Paying Agents and the Trustee of any date fixed for redemption
        of any Notes.
  (4)
              Each
                  Paying
                  Agent will keep a stock of Put Notices and will make such notices
                  available on demand to holders of Notes, the Conditions of which
                  provide
                  for redemption at the option of Noteholders Upon receipt of any
                  Note
                  deposited in the exercise of such option in accordance with the
                  Conditions, the Paying Agent with which such Note is deposited
                  shall hold
                  such Note (together with any Receipts, Coupons and Talons relating
                  to it
                  deposited with it) on behalf of the depositing Noteholder (but
                  shall not,
                  save as provided below, release it) until the due date for redemption
                  of
                  the relevant Note consequent upon the exercise of such option,
                  when,
                  subject as provided below, it shall present such Note (and any
                  such
                  Receipts, Coupons and Talons) to itself for payment of the amount
                  due
                  thereon together with any interest due on such date in accordance
                  with the
                  Conditions and shall pay such moneys in accordance with the directions
                  of
                  the Noteholder contained in the relevant Put Notice. If, prior
                  to such due
                  date for its redemption, such Note becomes immediately due and
                  payable or
                  if upon due presentation payment of such redemption moneys is improperly
                  withheld or refused, the Paying Agent concerned shall post such
                  Note
                  (together with any such Receipts, Coupons and Talons) by uninsured
                  post
                  to, and at the risk of, the relevant Noteholder unless the Noteholder
                  has
                  otherwise requested and paid the costs of such insurance to the
                  relevant
                  Paying Agent at the time of depositing the Notes at such address
                  as may
                  have been given by the Noteholder in the relevant Put Notice. At
                  the end
                  of each period for the exercise of such option, each Paying Agent
                  shall
                  promptly notify the Agent of the principal amount of the Notes
                  in respect
                  of which such option has been exercised with it together with their
                  serial
                  numbers and the Agent shall promptly notify such details to the
                  relevant
                  Issuer and the Trustee.
  11.
              RECEIPT
                  AND PUBLICATION OF NOTICES AND
                  VOTING
  (1)
              Forthwith
                  upon the receipt by the Agent of a demand or notice from any Noteholder
                  in
                  accordance with the Conditions the Agent shall forward a copy thereof
                  to
                  the relevant Issuer, the Guarantor (if applicable) and the
                  Trustee.
  (2)
              On
                  behalf of
                  and at the request and expense of the relevant Issuer or, if applicable,
                  the Guarantor, the Agent shall cause to be published all notices
                  required
                  to be given by the relevant Issuer, the Guarantor (if applicable)
                  or the
                  Trustee to the Noteholders in accordance with the
                  Conditions.
  (3)
              Each
                  Paying
                  Agent shall, at the request of any Noteholder, issue voting certificates
                  and/or block voting instructions in a form and manner which complies
                  with
                  the provisions of Schedule 3 to the Trust Deed (except that it
                  shall not
                  be required to issue the same less than 48 hours before the time
                  fixed for
                  any meeting or adjourned meeting of the Noteholders) and shall
                  forthwith
                  give to the relevant Issuer, the Guarantor (if applicable) and
                  the
                  Trustee, by telex or by facsimile transmission, notice of any revocation
                  of or amendment to any block voting instruction. Each Paying Agent
                  shall
                  keep a full and complete record of all voting certificates and
                  block
                  voting instructions issued by it and shall deliver to the relevant
                  Issuer
                  at its registered office (or such other place as the Trustee shall
                  have
                  designated or approved for the purpose), not less than 24 hours
                  before the
                  time appointed for any meeting or adjourned meeting, full particulars
                  of
                  all voting certificates and block voting instructions issued by
                  it in
                  respect of such meeting or adjourned meeting. Forms for this purpose
                  shall
                  be made available to the Agent by the Trustee at the expense of
                  the
                  relevant Issuer or, if applicable, the Guarantor, for distribution
                  to the
                  other Paying Agents.
 15
  12.
              CANCELLATION
                  OF NOTES, RECEIPTS, COUPONS AND
                  TALONS
  (1)
              All
                  Notes
                  which are redeemed, all Global Notes which are exchanged in full,
                  all
                  Receipts and Coupons which are paid and all Talons which are exchanged
                  shall be cancelled by the Agent or Paying Agent by which they are
                  redeemed, paid or exchanged. In addition, all Notes which are purchased
                  by
                  or on behalf of the relevant Issuer, or any of its Subsidiaries
                  and are
                  surrendered to a Paying Agent for cancellation, together (in the
                  case of
                  Definitive Notes) with all unmatured Receipts, Coupons or Talons
                  (if any)
                  attached thereto or surrendered therewith, shall be cancelled by
                  the
                  Paying Agent to which they are surrendered. Each of the other Paying
                  Agents shall give to the Agent details of all payments made by
                  it and
                  shall deliver all cancelled Notes, Receipts, Coupons and Talons
                  to the
                  order of the Agent.
  (2)
              A
                  certificate
                  stating:
  (a)
              the
                  aggregate
                  nominal amount of Notes which have been redeemed and the aggregate
                  amount
                  paid in respect thereof;
  (b)
              the
                  number of
                  Notes cancelled together (in the case of Notes in definitive form)
                  with
                  details of all unmatured Receipts, Coupons or Talons (if any) attached
                  thereto or delivered therewith;
  (c)
              the
                  aggregate
                  amount paid in respect of interest on the
                  Notes;
  (d)
              the
                  total
                  number by maturity date of Receipts, Coupons and Talons so
                  cancelled;
  (e)
              (in
                  the case
                  of Definitive Notes) the serial numbers of such Notes;
                  and
  (f)
              such
                  other
                  information as the relevant Issuer is required to give to the Trustee
                  under clause 6 of the Trust Deed,
  shall
        be given to
        the relevant Issuer and the Trustee by the Agent (after receipt of a written
        request from the relevant Issuer or Trustee) as soon as reasonably practicable
        and in any event within three months after the date of such repayment or,
        as the
        case may be, payment or exchange.
  (3)
              The
                  Agent
                  shall destroy all cancelled Notes, Receipts, Coupons and Talons
                  and,
                  forthwith upon destruction, furnish the relevant Issuer and the
                  Trustee
                  with a certificate of the serial numbers of the Notes (in the case
                  of
                  Notes in definitive form) and the number by maturity date of Receipts,
                  Coupons and Talons so destroyed.
  (4)
              Without
                  prejudice to the obligations of the Agent pursuant to sub-clause
                  (2), the
                  Agent shall keep a full and complete record of all Notes, Receipts,
                  Coupons and Talons (other than the total number by maturity of
                  Coupons,
                  except those which have been replaced pursuant to Condition 11)
                  and of
                  their redemption, purchase by or on behalf of the relevant Issuer
                  or, if
                  applicable, the Guarantor or any of their respective Subsidiaries
                  and
                  cancellation, payment or exchange (as the case may be) and of all
                  replacement notes, receipts, coupons or talons issued in substitution
                  for
                  mutilated, defaced, destroyed, lost or stolen Notes, Receipts,
                  Coupons or
                  Talons. The Agent shall in respect of the Coupons of each maturity
                  retain
                  (in the case of Coupons other than Talons) until the expiry of
                  ten years
                  from the Relevant Date in respect of such Coupons and (in the case
                  of
                  Talons) indefinitely either all paid or exchanged Coupons of that
                  maturity
                  or a list of the total number by maturity of Coupons of that maturity
                  still remaining unpaid or unexchanged. The Agent shall at all reasonable
                  times make such record available to the relevant Issuer, the Guarantor
                  (if
                  applicable), the Trustee and any persons authorised by either of
                  them for
                  inspection and for the taking of copies thereof or extracts
                  therefrom.
  (5)
              All
                  records
                  and certificates made or given pursuant to this clause and clause
                  13 shall
                  make a distinction between Notes, Receipts, Coupons and Talons
                  of each
                  Series.
  16
  13.
              ISSUE
                  OF REPLACEMENT NOTES, RECEIPTS, COUPONS AND
                  TALONS
  (1)
              Each
                  Issuer
                  will cause a sufficient quantity of additional forms of Notes,
                  Receipts,
                  Coupons and Talons to be available, upon request, to the Agent
                  at its
                  specified office for the purpose of issuing replacement Notes,
                  Receipts,
                  Coupons and Talons as provided
                  below.
  (2)
              The
                  Agent
                  will, subject to and in accordance with the Conditions and the
                  following
                  provisions of this clause, cause to be delivered any replacement
                  Notes,
                  Receipts, Coupons and Talons which the relevant Issuer may determine
                  to
                  issue in place of Notes, Receipts, Coupons and Talons which have
                  been
                  lost, stolen, mutilated, defaced or
                  destroyed.
  (3)
              In
                  the case
                  of a mutilated or defaced Note, the Agent shall ensure that (unless
                  otherwise covered by such indemnity as the relevant Issuer may
                  reasonably
                  require) any replacement Note will only have attached to it Receipts,
                  Coupons and Talons corresponding to those (if any) attached to
                  the
                  mutilated or defaced Note which is presented for
                  replacement.
  (4)
              The
                  Agent
                  shall not issue any replacement Note, Receipt, Coupon or Talon
                  unless and
                  until it is satisfied after making proper enquiries that the relevant
                  Note, Receipt, Coupon or Talon has not been presented for payment
                  or
                  redemption to the Trustee, the relevant Issuer or another Paying
                  Agent and
                  the claimant therefor shall have:
  (a)
              paid
                  such
                  costs and expenses as may be incurred in connection
                  therewith;
  (b)
              furnished
                  it
                  with such evidence and indemnity as the relevant Issuer may reasonably
                  require; and
  (c)
              in
                  the case
                  of any mutilated or defaced Note, Receipt, Coupon or Talon, surrendered
                  it
                  to the Agent.
  (5)
              The
                  Agent
                  shall cancel any mutilated or defaced Notes, Receipts, Coupons
                  and Talons
                  in respect of which replacement Notes, Receipts, Coupons and Talons
                  have
                  been issued pursuant to this clause and shall furnish the relevant
                  Issuer
                  and the Trustee with a certificate stating the serial numbers of
                  the
                  Notes, Receipts, Coupons and Talons so cancelled and, unless otherwise
                  instructed by the relevant Issuer in writing, shall destroy such
                  cancelled
                  Notes, Receipts, Coupons and Talons and furnish the relevant Issuer
                  and
                  the Trustee with a destruction certificate containing the information
                  specified in sub-clause 12(3).
  (6)
              The
                  Agent
                  shall, on issuing any replacement Note, Receipt, Coupon or Talon,
                  forthwith inform the relevant Issuer, the Trustee and the other
                  Paying
                  Agents of the serial number of such replacement Note, Receipt,
                  Coupon or
                  Talon issued and (if known) of the serial number of the Note, Receipt,
                  Coupon or Talon in place of which such replacement Note, Receipt,
                  Coupon
                  or Talon has been issued. Whenever replacement Receipts, Coupons
                  or Talons
                  are issued pursuant to the provisions of this clause, the Agent
                  shall also
                  notify the Trustee and the other Paying Agents of the maturity
                  dates of
                  the lost, stolen, mutilated, defaced or destroyed Receipts, Coupons
                  or
                  Talons and of the replacement Receipts, Coupons or Talons
                  issued.
  (7)
              The
                  Agent
                  shall keep a full and complete record of all replacement Notes,
                  Receipts,
                  Coupons and Talons issued and shall make such record available
                  at all
                  reasonable times to the relevant Issuer, the Guarantor (if applicable),
                  the Trustee and any persons authorised by any of them for inspection
                  and
                  for the taking of copies thereof or extracts
                  therefrom.
  (8)
              Whenever
                  any
                  Note, Receipt, Coupon or Talon for which a replacement Note, Receipt,
                  Coupon or Talon has been issued and in respect of which the serial
                  number
                  is known is presented to the Agent or any of the other Paying Agents
                  for
                  payment, the Agent or, as the case may be, the relevant other Paying
                  Agent
                  shall immediately send notice thereof to the relevant Issuer, the
                  Trustee
                  and the other Paying Agents.
  17
  14.
              COPIES
                  OF DOCUMENTS AVAILABLE FOR
                  INSPECTION
  Each
        Issuer shall
        supply, and the Paying Agents shall hold available for inspection at their
        specified offices during normal business hours, copies of all documents required
        to be so available by the Trust Deed and the Conditions of any Notes or the
        rules of any relevant Stock Exchange (or any other relevant
        authority).
  15.
              COMMISSIONS
                  AND EXPENSES
  (1)
              The
                  relevant
                  Issuer or, if applicable, the Guarantor, agrees to pay to the Agent
                  such
                  fees and commissions as the relevant Issuer, the Guarantor (if applicable)
                  and the Agent shall separately agree in respect of the services
                  of the
                  Agent and the other Paying Agents hereunder together with any expenses
                  (including legal, printing, postage, fax, cable and advertising
                  expenses)
                  incurred by the Agent and the other Paying Agents in connection
                  with their
                  said services. No Paying Agent shall be required to expend any
                  money
                  unless it is satisfied that it will receive reimbursement thereof
                  in a
                  reasonable time.
  (2)
              The
                  Agent
                  will make payment of the fees and commissions due hereunder to
                  the other
                  Paying Agents and will reimburse their expenses promptly after
                  the receipt
                  of the relevant moneys from the relevant Issuer or, if applicable,
                  the
                  Guarantor. Neither the relevant Issuer nor, if applicable, the
                  Guarantor
                  shall not be responsible for any such payment or reimbursement
                  by the
                  Agent to the other Paying Agents.
  16.
              INDEMNITY
  (1)
              The
                  relevant
                  Issuer shall indemnify (and, if applicable, the Guarantor agrees
                  so to
                  indemnify) the Agent and each of the other Paying Agents against
                  any
                  losses, liabilities, costs, claims, actions, demands or expenses
                  (together,“Losses”)
                  (including,
                  but not limited to, all reasonable costs, legal fees, charges and
                  expenses
                  (together,“Expenses”)
                  paid or
                  incurred in disputing or defending any Losses) which it may incur
                  or which
                  may be made against the Agent or any other Paying Agent as a result
                  of or
                  in connection with its appointment or the exercise of its powers
                  and
                  duties hereunder except for any Losses and Expenses resulting from
                  its own
                  wilful default, negligence or bad faith or that of its officers,
                  directors
                  or employees or the breach by it of the terms of this
                  Agreement.
  (2)
              Each
                  Paying
                  Agent shall severally indemnify the relevant Issuer and, if applicable,
                  the Guarantor against any Losses (including, but not limited to,
                  all
                  reasonable costs, legal fees, charges and expenses paid or incurred
                  in
                  disputing or defending any Losses) which the relevant Issuer or,
                  if
                  applicable, the Guarantor may incur or which may be made against
                  the
                  relevant Issuer or, if applicable, the Guarantor as a result of
                  the wilful
                  default, negligence or bad faith of that Paying Agent or that of
                  its
                  officers or employees or any of them, or breach by it of the terms
                  of this
                  Agreement.
  (3)
              The
                  provisions of this clause and clause 15 shall survive the resignation
                  or
                  removal of any of the Paying Agents or the termination or expiry
                  of this
                  Agreement.
  17.
              REPAYMENT
                  BY THE AGENT
  Upon
        the relevant
        Issuer or, if applicable, the Guarantor being discharged from its obligation
        to
        make payments in respect of any Notes pursuant to the relevant Conditions,
        and
        provided that there is no outstanding, bona
        fide and proper claim
        in respect of any such payments, the Agent shall forthwith on demand pay
        to the
        relevant Issuer or, if applicable, the Guarantor sums equivalent to any amounts
        paid to it by the relevant Issuer or, if applicable, the Guarantor for the
        purposes of such payments.
  18.
              CONDITIONS
                  OF APPOINTMENT
  (1)
              Each
                  Paying
                  Agent shall be entitled to deal with money paid to it by the relevant
                  Issuer or, if applicable, the Guarantor for the purpose of this
                  Agreement
                  in the same manner as
  18
 other
        money paid to a
        banker by its customers (and, for the avoidance of doubt, need not segregate
        sums held by it hereunder from other monies except as required by law)
        except:
  (a)
              that
                  it shall
                  not exercise any right of set-off, lien or similar claim in respect
                  thereof;
  (b)
              as
                  provided
                  in sub-clause (2) below; and
  (c)
              that
                  it shall
                  not be liable to account to the relevant Issuer or, if applicable,
                  the
                  Guarantor for any interest thereon.
  (2)
              In
                  acting
                  hereunder and in connection with the Notes, the Agent and the other
                  Paying
                  Agents shall act solely as agents of the relevant Issuer and, if
                  applicable, the Guarantor (or, in the circumstances described in
                  clause
                  2(4) above, the Trustee) and will not thereby assume any obligations
                  towards or relationship of agency or trust for or with any of the
                  owners
                  or holders of the Notes, Receipts, Coupons or
                  Talons.
  (3)
              The
                  Agent and
                  the other Paying Agents hereby undertake to the relevant Issuer
                  and, if
                  applicable, the Guarantor and the Trustee to perform such obligations
                  and
                  duties, and shall be obliged to perform such duties and only such
                  duties,
                  as are herein, in the Conditions and in the Procedures Memorandum
                  specifically set forth, and no implied duties or obligations shall
                  be read
                  into this Agreement, the Trust Deed or the Notes against the Agent
                  and the
                  other Paying Agents, other than the duty to act honestly and in
                  good faith
                  and to exercise the diligence of a reasonably prudent agent in
                  comparable
                  circumstances.
  (4)
              The
                  Agent may
                  consult with legal and other professional advisers and shall be
                  protected
                  and shall incur no liability in respect of any action taken, omitted
                  or
                  suffered hereunder in good faith and in accordance with the opinion
                  of
                  such advisers.
  (5)
              Each
                  of the
                  Agent and the other Paying Agents shall be protected and shall
                  incur no
                  liability for or in respect of any action taken, omitted or suffered
                  in
                  reliance upon any instruction, request or order from the relevant
                  Issuer
                  or, if applicable, the Guarantor or any other Paying Agent or,
                  for the
                  purposes of clause 2(4), the Trustee or any notice, resolution,
                  direction,
                  consent, certificate, affidavit, statement, cable, telex or other
                  paper or
                  document which it reasonably believes to be genuine and to have
                  been
                  delivered, signed or sent by the proper party or parties or upon
                  written
                  instructions from the relevant Issuer or, if applicable, the Guarantor
                  or
                  any other Paying Agent or, for the purposes of clause 2(4), the
                  Trustee.
  (6)
              Any
                  of the
                  Agent and the other Paying Agents and their officers, directors
                  and
                  employees may become the owner of, or acquire any interest in,
                  any Notes,
                  Receipts, Coupons or Talons with the same rights that it or he
                  would have
                  if the Agent or the relevant other Paying Agent, as the case may
                  be,
                  concerned were not appointed hereunder, and may engage or be interested
                  in
                  any financial or other transaction with the relevant Issuer or,
                  if
                  applicable, the Guarantor and may act on, or as depositary, trustee
                  or
                  agent for, any committee or body of holders of Notes or Coupons
                  or in
                  connection with any other obligations of the relevant Issuer or,
                  if
                  applicable, the Guarantor as freely as if the Agent or the relevant
                  other
                  Paying Agent, as the case may be, were not appointed
                  hereunder.
  (7)
              Each
                  of the
                  Issuers shall provide the Agent with a certified copy of the list
                  of
                  persons authorised to execute documents and take action on its
                  behalf in
                  connection with this Agreement and shall notify the Agent immediately
                  in
                  writing if any of such persons ceases to be so authorised or if
                  any
                  additional person becomes so authorised together, in the case of
                  an
                  additional authorised person, with evidence satisfactory to the
                  Agent that
                  such person has been so authorised.
  (8)
              Except
                  as
                  ordered by a court of competent jurisdiction or as required by
                  law and
                  subject as provided in the next sentence, the relevant Issuer,
                  the
                  Trustee, the Agent and any other Paying Agent shall (subject as
                  set out
                  below) be entitled to deem and treat the bearer of
  19
  any
        Note, Receipt,
        Coupon or Talon as the absolute owner thereof (whether or not such Note,
        Receipt, Coupon or Talon shall be overdue and notwithstanding any notice
        to the
        contrary or any notation of ownership or writing thereon or notice of any
        previous loss or theft thereof) for the purpose of making payment thereon
        and
        for all other purposes and shall not be liable for so doing. For so long
        as any
        of the Notes is represented by a Global Note held on behalf of Clearstream,
        Luxembourg and/or Euroclear, each person (other than Clearstream, Luxembourg
        or
        Euroclear) who is for the time being shown in the records of Clearstream,
        Luxembourg or Euroclear as the holder of a particular nominal amount of such
        Notes (in which regard any certificate or other document issued by Clearstream,
        Luxembourg or Euroclear as to the nominal amount of such Notes standing to
        the
        account of any person shall be conclusive and binding for all purposes save
        in
        the case of manifest error) shall be deemed to be and be treated by the relevant
        Issuer, the Guarantor (if applicable), the Trustee, the Agent and any other
        Paying Agent as the holder of such nominal amount of such Notes for all purposes
        other than with respect to the payment of principal and interest on such
        nominal
        amount of such Notes, for which purpose the bearer of the relevant Global
        Note
        shall be treated by the relevant Issuer, the Guarantor (if applicable), the
        Trustee, the Agent and the other Paying Agents as the holder of such nominal
        amount of such Notes in accordance with and subject to the terms of the relevant
        Global Note (and the expressions “Noteholder”,“holder
        of
        Notes”and related
        expressions shall be construed accordingly). Notes which are represented
        by a
        Global Note will be transferable only in accordance with the rules and
        procedures for the time being of Euroclear and/or Clearstream, Luxembourg,
        as
        the case may be.
  (9)
              The
                  Issuers
                  shall forthwith give notice to the Agent of any change of the
                  Trustee.
  (10)
              The
                  amount of
                  the Programme may be increased by the Issuers in accordance with
                  the
                  procedure set out in the Programme Agreement. Upon any such increase
                  being
                  effected, all references in this Agreement to the amount of the
                  Programme
                  shall be deemed to be references to such increased
                  amount.
  19.
              COMMUNICATION
                  BETWEEN THE PARTIES
  All
        communications
        relating to this Agreement between the relevant Issuer, the Guarantor (if
        applicable), the Trustee and any of the Paying Agents or between the Paying
        Agents themselves shall be made through the Agent.
  20.
              CHANGES
                  IN AGENT AND OTHER PAYING
                  AGENTS
  (1)
              The
                  Issuers
                  agree that, for so long as any Note is outstanding, or until moneys
                  for
                  the payment of all amounts in respect of all outstanding Notes
                  have been
                  made available to the Agent and have been returned to the relevant
                  Issuer
                  or the Guarantor (if applicable) as provided
                  herein:
  (a)
              so
                  long as
                  any Notes are listed on any Stock Exchange or admitted to listing
                  by any
                  other relevant authority, there will at all times be a Paying Agent
                  (which
                  may be the Agent) with a specified office in such place as may
                  be required
                  by the rules and regulations of such Stock Exchange or other relevant
                  authority; and
  (b)
              there
                  will at
                  all times be a Paying Agent (which may be the Agent) with a specified
                  office in a city approved by the Trustee in continental Europe;
                  and
  (c)
              there
                  will at
                  all times be an Agent; and
  (d)
              if
                  any
                  European Union Directive on the taxation of savings implementing
                  the
                  conclusions of the ECOFIN Council meeting of 26-27 November 2000
                  or any
                  law implementing or complying with, or introduced in order to conform
                  to
                  such Directive is introduced, the relevant Issuer will ensure that
                  it
                  maintains a Paying
 20
  Agent
        in a Member State of
        the European Union that will not be obliged to withhold or deduct tax pursuant
        to any such Directive or law.
  In
        addition, the
        relevant Issuer and the Guarantor (if applicable) shall forthwith appoint
        a
        Paying Agent having a specified office in New York City in the circumstances
        described in Condition 5(d). Any variation, termination, appointment or change
        shall only take effect (other than in the case of insolvency (as provided
        in
        sub-clause (5) below), when it shall be of immediate effect) after not less
        than
        30 nor more than 45 days’ prior notice thereof shall have been given to the
        Trustee and to the Noteholders in accordance with the Conditions.
  (2)
              The
                  Agent may
                  (subject as provided in sub-clause (4) below) at any time resign
                  as Agent
                  by giving at least 45 days’ written notice to the Issuers and the Trustee
                  of such intention on its part, specifying the date on which its
                  desired
                  resignation shall become effective.
  (3)
              The
                  Agent may
                  (subject as provided in sub-clause (4) below) be removed at any
                  time by
                  the Issuers on at least 45 days’ notice to the Agent and to the Trustee by
                  the filing with it of an instrument in writing signed on behalf
                  of the
                  Issuers specifying such removal and the date when it shall become
                  effective.
  (4)
              Any
                  resignation under sub-clauses (2) or (7) or removal under sub-clauses
                  (3)
                  or (5) shall only take effect upon the appointment by the Issuers
                  as
                  hereinafter provided, of a successor Agent or, as the case may
                  be,
                  successor Paying Agent approved by the Trustee and (other than
                  in cases of
                  insolvency of the Agent) on the expiry of the notice to be given
                  under
                  clause 22. The Issuers agree with the Agent and the Trustee that
                  if, by
                  the day falling ten days before the expiry of any notice under
                  sub-clause
                  (2) or (7), the Issuers have not appointed a successor Agent, or,
                  as the
                  case may be, successor Paying Agent, then the Agent shall be entitled,
                  on
                  behalf of the Issuers, to appoint as a successor Agent or, as the
                  case may
                  be, successor Paying Agent in its place a reputable financial institution
                  of good standing which the Issuers and the Trustee shall approve
                  (such
                  approval not to be unreasonably withheld or
                  delayed).
  (5)
              In
                  case at
                  any time the Agent resigns, or is removed, or becomes incapable
                  of acting
                  or is adjudged bankrupt or insolvent, or files a voluntary petition
                  in
                  bankruptcy or makes an assignment for the benefit of its creditors
                  or
                  consents to the appointment of an administrator, liquidator or
                  administrative or other receiver of all or a substantial part of
                  its
                  property, or admits in writing its inability to pay or meet its
                  debts as
                  they mature or suspends payment thereof, or if any order of any
                  court is
                  entered approving any petition filed by or against it under the
                  provisions
                  of any applicable bankruptcy or insolvency law or if a receiver
                  of it or
                  of all or a substantial part of its property is appointed or if
                  any
                  officer takes charge or control of it or of its property or affairs
                  for
                  the purpose of rehabilitation, conservation or liquidation, a successor
                  Agent, which shall be a reputable financial institution of good
                  standing
                  approved by the Trustee, may be appointed by the Issuers by an
                  instrument
                  in writing filed with the successor Agent. Upon the appointment
                  as
                  aforesaid of a successor Agent and acceptance by the latter of
                  such
                  appointment and (other than in case of insolvency of the Agent
                  when it
                  shall be of immediate effect) upon expiry of the notice to be given
                  under
                  clause 22 the Agent so superseded shall cease to be the Agent
                  hereunder.
  (6)
              Subject
                  to
                  sub-clause (1), the Issuers may, after prior consultation with
                  the Agent
                  and the Trustee, terminate the appointment of any of the other
                  Paying
                  Agents at any time and/or appoint one or more further or other
                  Paying
                  Agents by giving to the Agent and the Trustee and to the relevant
                  further
                  or other Paying Agent at least 45 days’ notice in writing to that effect
                  (other than in the case of insolvency of the other Paying
                  Agent).
  (7)
              Subject
                  to
                  sub-clause (1), all or any of the Paying Agents may resign their
                  respective appointments hereunder at any time by giving the Issuers,
                  the
                  Trustee and the Agent at least 45 days’ written notice to that
                  effect.
  21
 (8)
              Upon
                  its
                  resignation or removal becoming effective, the Agent or the relevant
                  Paying Agent:
  (a)
              shall
                  forthwith transfer all moneys held by it hereunder and, if applicable,
                  the
                  records referred to in clauses 12(4) and 13(7) to the successor
                  Agent
                  hereunder;
  (b)
              shall
                  be
                  entitled to the payment by the relevant Issuer or, if applicable,
                  the
                  Guarantor of its commissions, fees and expenses for the services
                  theretofore rendered hereunder in accordance with the terms of
                  clause 15;
                  and
  (c)
              shall
                  continue to be entitled to the benefit of the indemnity provided
                  for in
                  clause 16(1).
  (9)
              Upon
                  its
                  appointment becoming effective, a successor Agent and any new Paying
                  Agent
                  shall, without further act, deed or conveyance, become vested with
                  all the
                  authority, rights, powers, trusts, immunities, duties and obligations
                  of
                  its predecessor or, as the case may be, a Paying Agent with like
                  effect as
                  if originally named as Agent or (as the case may be) a Paying Agent
                  hereunder.
  21.
              MERGER
                  AND CONSOLIDATION
  Any
        corporation
        into which the Agent or any other Paying Agent may be merged or converted,
        or
        any corporation with which the Paying Agent or any of the other Paying Agents
        may be consolidated, or any corporation resulting from any merger, conversion
        or
        consolidation to which the Agent or any of the other Paying Agents shall
        be a
        party, or any corporation to which the Agent or any of the other Paying Agents
        shall sell or otherwise transfer all or substantially all the assets of the
        Agent or any other Paying Agent shall, on the date when such merger, conversion,
        consolidation or transfer becomes effective and to the extent permitted by
        any
        applicable laws, become the successor Agent or, as the case may be, other
        Paying
        Agent under this Agreement without the execution or filing of any paper or
        any
        further act on the part of the parties hereto, unless otherwise reasonably
        required by the Issuers, and after the said effective date all references
        in
        this Agreement to the Agent or, as the case may be, such other Paying Agent
        shall be deemed to be references to such corporation. Written notice of any
        such
        merger, conversion, consolidation or transfer shall forthwith be given to
        the
        Issuers and the Trustee by the relevant Agent or other Paying
        Agent.
  22.
              NOTIFICATION
                  OF CHANGES TO PAYING
                  AGENTS
  Following
        receipt
        of notice of resignation from the Agent or any other Paying Agent and forthwith
        upon appointing a successor Agent or, as the case may be, further or other
        Paying Agents or on giving notice to terminate the appointment of any Agent
        or,
        as the case may be, other Paying Agent, the Agent (on behalf of and at the
        expense of the Issuers) shall give or cause to be given not more than 45
        days’
nor less than 30 days’ notice thereof to the Noteholders in accordance with the
        Conditions.
  23.
              CHANGE
                  OF SPECIFIED OFFICE
  If
        the Agent or any
        other Paying Agent determines to change its specified office it shall (after
        having, in any such case other than a change of specified office within the
        same
        city, obtained the prior written approval of the Issuers and the Trustee
        thereto) give to the Issuers, the Trustee and (if applicable) the Agent written
        notice of such determination giving the address of the new specified office
        and
        stating the date on which such change is to take effect, which shall not
        be less
        than 45 days thereafter. The Agent (on behalf and at the expense of the Issuers)
        shall within 15 days of receipt of such notice (unless the appointment of
        the
        Agent or the other relevant Paying Agent, as the case may be, is to terminate
        pursuant to clause 20 on or prior to the date of such change) give or cause
        to
 22
  be
        given not more than 45
        days’ nor less than 30 days’ notice thereof to the Noteholders in accordance
        with the Conditions.
  24.
              NOTICES
  Any
        notice or
        communication given hereunder shall be sufficiently given or
        served:
  (a)
              if
                  delivered
                  in person to the relevant address specified on the signature pages
                  hereof
                  and, if so delivered, shall be deemed to have been delivered at
                  time of
                  receipt; or
  (b)
              if
                  sent by
                  facsimile or telex to the relevant number specified on the signature
                  pages
                  hereof and, if so sent, shall be deemed to have been delivered
                  immediately
                  after transmission provided such transmission is confirmed by the
                  answerback of the recipient (in the case of telex) or when an
                  acknowledgement of receipt is received (in the case of
                  facsimile).
  Where
        a
        communication is received after business hours it shall be deemed to be received
        and become effective on the next business day. Every communication shall
        be
        irrevocable save in respect of any manifest error therein.
  25.
              TAXES
                  AND STAMP DUTIES
  The
        Issuers jointly
        and severally agree to pay any and all stamp and other documentary taxes
        or
        duties which may be payable in connection with the execution, delivery,
        performance and enforcement of this Agreement.
  26.
              AMENDMENTS
  This
        Agreement may
        be amended in writing by agreement between the Issuers, the Trustee, the
        Agent
        and the other Paying Agents, but without the consent of any Noteholder,
        Receiptholder or Couponholder, for the purpose of curing any ambiguity or
        of
        curing, correcting or supplementing any defective provision contained herein
        or
        in any manner which the parties may mutually deem necessary or desirable
        and
        which shall not, in the opinion of the Trustee, be materially prejudicial
        to the
        interests of the Noteholders. The Issuers, the Trustee and the Agent may
        also
        agree any modification pursuant to Condition 15.
  27.
              DESCRIPTIVE
                  HEADINGS
  The
        descriptive
        headings in this Agreement are for convenience of reference only and shall
        not
        define or limit the provisions hereof.
  28.
              CONTRACTS
                  (RIGHTS OF THIRD PARTIES) ACT
                  1999
  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.
  29.
              GOVERNING
                  LAW AND SUBMISSION TO
                  JURISDICTION
  This
        Agreement is
        governed by, and shall be construed in accordance with, the laws of
        England.
  30.
              COUNTERPARTS
  This
        Agreement may
        be executed by any one or more of the parties hereto in any number of
        counterparts, each of which shall be deemed to be an original, but all such
        counterparts shall together constitute one and the same instrument.
  23
 IN
        WITNESS WHEREOF
        the parties hereto have executed this Agreement as of the date first above
        written.
  24
 
 SCHEDULE
        1
  FORM
        OF
        CALCULATION AGENCY AGREEMENT
  Dated
        [                      
]
  [REUTERS
        GROUP
        PLC/
 REUTERS
        FINANCE
        PLC
 
 
 
 EURO
        MEDIUM TERM
        NOTE PROGRAMME
  
 CALCULATION
        AGENCY
        AGREEMENT
 
 25
 THIS
        AGREEMENT is
        made on [  ]
  BETWEEN:
  (1)
              [REUTERS
                  GROUP PLC, of The Reuters Building, South Colonnade, Canary Wharf,
                  London
                  E14 5EP] [REUTERS FINANCE PLC, of The Reuters Building, South Colonnade,
                  Canary Wharf, London E14 5EP]1(the“Issuer”);
  (2)
              [REUTERS
                  GROUP PLC, of The Reuters Building, South Colonnade, Canary Wharf,
                  London
                  E14 5EP (the“Guarantor”)]2;
  (3)
              [   
                  ],
                  of
                  [    ], (the“Calculation
                  Agent”,
                  which
                  expression shall include its successor or successors for the time
                  being as
                  calculation agent hereunder); and
  (4)
              CITICORP
                  TRUSTEE COMPANY LIMITED, of Citigroup Centre, Canada Square, Canary
                  Wharf,
                  London E14 5LB (the“Trustee”).
  WHEREAS:
  (A)
              The
                  Issuer
                  [and the Guarantor]2[has/have]1entered into
                  an Amended and Restated Programme Agreement with the Dealers named
                  therein
                  dated [SIGNING DATE], under which the Issuer may issue Euro Medium
                  Term
                  Notes (“Notes”)
                  with an
                  aggregate nominal amount of up to £1,000,000,000 (or its equivalent in
                  other currencies).
  (B)
              The
                  Notes
                  will be constituted by a trust deed dated [l]
                  2006 (such
                  Trust Deed as modified and/or supplemented and/or restated from
                  time to
                  time) between the Issuer, [the Guarantor,] the Trustee and
                  others.
  NOW
        IT IS HEREBY
        AGREED that:
  1.
              APPOINTMENT
                  OF THE CALCULATION AGENT
  The
        Issuer hereby
        appoints
        [                
 ] as Calculation Agent in respect of each Series of Notes described in the
        Schedule hereto (the “Relevant
        Notes” )
        for the purposes
        set out in clause 2 below, all upon the provisions hereinafter set out. The
        agreement of the parties hereto that this Agreement is to apply to each Series
        of Relevant Notes shall be evidenced by the manuscript annotation and signature
        in counterpart of the Schedule hereto.
  2.
              DUTIES
                  OF CALCULATION AGENT
  The
        Calculation
        Agent shall in relation to each Series of Relevant Notes perform all the
        functions and duties imposed on the Calculation Agent by the terms and
        conditions of the Relevant Notes (the “Conditions” )
        including
        endorsing the Schedule hereto appropriately in relation to each Series of
        Relevant Notes.
  3.
              EXPENSES
  [To
        be agreed at
        the time of appointment.]
  4.
              INDEMNITY
  (1)
              The
                  Issuer
                  shall indemnify [(and failing the Issuer so indemnifying, the Guarantor
                  agrees so to indemnify)]2the
                  Calculation Agent against any losses, liabilities, costs, claims,
                  actions,
                  demands or expenses (together,“Losses”)
                  (including,
                  but not limited to, all reasonable costs, legal fees, charges and
                  expenses
                  (together,“Expenses”)
                  paid or
 1
                    Delete
                        as
                        appropriate
 2
                    Delete
                        where
                        the Issuer is Reuters Group
                        PLC
  26
 incurred
        in
        disputing or defending any Losses) which it may incur or which may be made
        against it as a result of or in connection with its appointment or the exercise
        of its powers and duties under this Agreement except for any Losses and Expenses
        resulting from its own default, negligence or bad faith or that of its officers,
        directors or employees or the breach by it of the terms of this
        Agreement.
  (2)
              The
                  Calculation Agent shall indemnify the Issuer [and the
                  Guarantor]2against any
                  losses, liabilities, costs, claims, actions or demands which the
                  Issuer
                  [or the Guarantor]2may incur or
                  which may be made against the Issuer [or the Guarantor]2as a result
                  of the default, negligence or bad faith of the Calculation Agent
                  or that
                  of its officers or employees or any of them, or breach by it of
                  the terms
                  of this Agreement.
  5.
              CONDITIONS
                  OF APPOINTMENT
  (1)
              In
                  acting
                  hereunder and in connection with the Relevant Notes the Calculation
                  Agent
                  shall not act as agent of the Issuer [and the Guarantor]2and shall
                  not thereby assume any obligations towards or relationship of agency
                  or
                  trust for or with any of the owners or holders of the Relevant
                  Notes or
                  the receipts or coupons (if any) appertaining thereto (the“Receipts”and the“Coupons”,
                  respectively).
  (2)
              In
                  relation
                  to each issue of Relevant Notes, the Calculation Agent shall be
                  obliged to
                  perform such duties and only such duties as are herein and in the
                  Conditions specifically set forth and no implied duties or obligations
                  shall be read into this Agreement or the Conditions against the
                  Calculation Agent, other than the duty to act honestly and in good
                  faith
                  and to exercise the diligence of a reasonably prudent expert in
                  comparable
                  circumstances.
  (3)
              The
                  Calculation Agent may consult with legal and other professional
                  advisers
                  and the opinion of such advisers shall be full and complete protection
                  in
                  respect of any action taken, omitted or suffered hereunder in good
                  faith
                  and in accordance with the opinion of such
                  advisers.
  (4)
              The
                  Calculation Agent shall be protected and shall incur no liability
                  for or
                  in respect of any action taken, omitted or suffered in reliance
                  upon any
                  instruction, request or order from the Issuer [or the
                  Guarantor]2or any
                  notice, resolution, direction, consent, certificate, affidavit,
                  statement,
                  cable, telex or other paper or document which it reasonably believes
                  to be
                  genuine and to have been delivered, signed or sent by the proper
                  party or
                  parties or upon written instructions from the Issuer [or the
                  Guarantor]2.
  (5)
              The
                  Calculation Agent and any of its officers, directors and employees
                  may
                  become the owner of, or acquire any interest in, any Notes, Receipts
                  or
                  Coupons or Talons (if any) with the same rights that it or he would
                  have
                  if the Calculation Agent were not appointed hereunder, and may
                  engage or
                  be interested in any financial or other transaction with the Issuer
                  [or
                  the Guarantor]2and
                  may act
                  on, or as depositary, trustee or agent for, any committee or body
                  of
                  holders of Notes or Coupons (if any) or in connection with any
                  other
                  obligations of the Issuer [or the Guarantor]2as freely as
                  if the Calculation Agent were not appointed
                  hereunder.
  6.
              TERMINATION
                  OF APPOINTMENT
  (1)
              The
                  Issuer
                  may, with the prior written approval of the Trustee, terminate
                  the
                  appointment of the Calculation Agent at any time by giving to the
                  Calculation Agent at least 45 days’ prior written notice to that effect,
                  provided that, so long as any of the Relevant Notes is
                  outstanding:
  (a)
              no
                  such
                  notice relating to the termination of appointment of the Calculation
                  Agent
                  shall take effect until a new Calculation Agent approved by the
                  Trustee
                  has been appointed on terms approved by the
                  Trustee;
 27
  (b)
              such
                  notice
                  shall not expire less than 45 days before any date upon which any
                  payment
                  is due in respect of any Relevant Notes;
                  and
  (c)
              notice
                  shall
                  be given in accordance with the Conditions, to the holders of the
                  Relevant
                  Notes at least 30 days prior to any removal of the Calculation
                  Agent.
  (2)
              Notwithstanding
                  the provisions of sub-clause (1) above, if at any
                  time:
  (a)
              the
                  Calculation Agent becomes incapable of acting, or is adjudged bankrupt
                  or
                  insolvent, or files a voluntary petition in bankruptcy or makes
                  an
                  assignment for the benefit of its creditors or consents to the
                  appointment
                  of an administrator, liquidator or administrative or other receiver
                  of all
                  or any substantial part of its property, or it admits in writing
                  its
                  inability to pay or meet its debts as they may mature or suspends
                  payment
                  thereof, or if any order of any court is entered approving any
                  petition
                  filed by or against it under the provisions of any applicable bankruptcy
                  or insolvency law or if a receiver of it or of all or a substantial
                  part
                  of its property is appointed or if any officer takes charge or
                  control of
                  the Calculation Agent or of its property or affairs for the purpose
                  of
                  rehabilitation, conservation or liquidation;
                  or
  (b)
              the
                  Calculation Agent fails duly to perform any function or duty imposed
                  upon
                  it by the Conditions and this
                  Agreement,
  the
        Issuer may
        forthwith without notice terminate the appointment of the Calculation Agent,
        in
        which event notice thereof shall be given to the holders of the Relevant
        Notes
        in accordance with the Conditions as soon as practicable
        thereafter.
  (3)
              The
                  termination of the appointment pursuant to sub-clause (1) or (2)
                  above of
                  the Calculation Agent hereunder shall not entitle the Calculation
                  Agent to
                  any amount by way of compensation but shall be without prejudice
                  to any
                  amount then accrued due.
  (4)
              The
                  Calculation Agent may resign its appointment hereunder at any time
                  by
                  giving to the Issuer and the Trustee at least 90 days’ prior written
                  notice to that effect. Following receipt of a notice of resignation
                  from
                  the Calculation Agent, the Issuer shall promptly give notice thereof
                  to
                  the holders of the Relevant Notes in accordance with the
                  Conditions.
  (5)
              Notwithstanding
                  the provisions of sub-clauses (1), (2) and (4) above, so long as
                  any of
                  the Relevant Notes is outstanding, the termination of the appointment
                  of
                  the Calculation Agent (whether by the Issuer or by the resignation
                  of the
                  Calculation Agent) shall not be effective unless upon the expiry
                  of the
                  relevant notice a successor Calculation Agent has been appointed.
                  The
                  Issuer agrees with the Calculation Agent that if, by the day falling
                  10
                  days before the expiry of any notice under sub-clause 6(1) or 6(4),
                  the
                  Issuer has not appointed a replacement Calculation Agent, the Calculation
                  Agent shall be entitled, on behalf of the Issuer, to appoint as
                  a
                  successor Calculation Agent in its place a reputable financial
                  institution
                  of good standing which the Issuer and the Trustee shall approve
                  (such
                  approval not to be unreasonably withheld or
                  delayed).
  (6)
              Upon
                  its
                  resignation or removal becoming effective, the Calculation
                  Agent:
  (a)
              shall
                  be
                  entitled to payment by the Issuer of its commissions, fees and
                  expenses
                  for the services theretofore rendered hereunder in accordance with
                  the
                  terms of clause 3; and
  (b)
              shall
                  continue to be entitled to the benefit of the indemnity provided
                  for in
                  clause 4(1).
  (7)
              Upon
                  its
                  appointment becoming effective, a successor Calculation Agent shall
                  without further act, deed or conveyance, become vested with all
                  the
                  authority, rights, powers,
 28
  trusts,
          immunities, duties
          and obligations of such predecessor with like effect as if originally named
          as
          the Calculation Agent hereunder.
 (8)
              Any
                  corporation into which the Calculation Agent may be merged or converted,
                  or any corporation with which the Calculation Agent may be consolidated,
                  or any corporation resulting from any merger, conversion or consolidation
                  to which the Calculation Agent shall be a party, or any corporation
                  to
                  which the Calculation Agent shall sell or otherwise transfer all
                  or
                  substantially all of its assets shall, on the date when such merger,
                  consolidation or transfer becomes effective and to the extent permitted
                  by
                  any applicable laws, become the successor Calculation Agent under
                  this
                  Agreement without the execution or filing of any paper or any further
                  act
                  on the part of any of the parties hereto, unless otherwise required
                  by the
                  Issuer and the Trustee, and after the said effective date all references
                  in this Agreement to the Calculation Agent shall be deemed to be
                  references to such corporation. Written notice of any such merger,
                  conversion, consolidation or transfer shall forthwith be given
                  to the
                  Issuer, the Trustee and the Agent.
  7.
              NOTICES
  Any
        notice or
        communication given hereunder shall be sufficiently given or
        served:
  (a)
              if
                  delivered
                  in person to the relevant address specified on the signature pages
                  hereof
                  and, if so delivered, shall be deemed to have been delivered at
                  time of
                  receipt; or
  (b)
              if
                  sent by
                  facsimile or telex to the relevant number specified on the signature
                  pages
                  hereof and, if so sent, shall be deemed to have been delivered
                  immediately
                  after transmission provided such transmission is confirmed by the
                  answerback of the recipient (in the case of telex) or when an
                  acknowledgement of receipt is received (in the case of
                  facsimile).
  Where
        a
        communication is received after business hours it shall be deemed to be received
        and become effective on the next business day. Every communication shall
        be
        irrevocable save in respect of any manifest error therein.
  8.
              DESCRIPTIVE
                  HEADINGS AND COUNTERPARTS
  (1)
              The
                  descriptive headings in this Agreement are for convenience of reference
                  only and shall not define or limit the provisions
                  hereof.
  (2)
              This
                  Agreement may be executed 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.
  9.
              CONTRACTS
                  (RIGHTS OF THIRD PARTIES) ACT
                  1999
  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.
  10.
              GOVERNING
                  LAW AND SUBMISSION TO
                  JURISDICTION
  This
        Agreement is
        governed by, and shall be construed in accordance with, the laws of
        England.
  IN
        WITNESS WHEREOF
        this Agreement has been entered into the day and year first above
        written.


29
 
 SCHEDULE
        TO
        THE CALCULATION AGENCY AGREEMENT
  Series
                  number
              Issue
                  Date
              Maturity
                  Date
              Title
                  and
                Nominal
                  Amount
              Annotation
                  by Calculation Agent/lssuer
 30
 
 [REUTERS
        GROUP PLC
 The
        Reuters
        Building
 South
        Colonnade
 Canary
        Wharf
 London
 E14
        5EP
  Telephone:
              020 7543
                  2218Telefax
                No:
              020
                7542 6868Attention:
              General
                  Counsel]
  By:
  [REUTERS
        FINANCE
        PLC
 The
        Reuters
        Building
 South
        Colonnade
 Canary
        Wharf
 London
 E14
        5EP
  Telephone:
                020 7543
                    2218Telefax
                  No:
                020
                  7542 6868Attention:
                General
                    Counsel]
  By:
  [Name
        of
        Calculation Agent]
 [Address
        of
        Calculation Agent]
 Telephone
                        No:
                    [  
                        ]Telefax
                      No:
                    [  
]Attention:
                    [  
                        ]
 By:
  CITICORP
        TRUSTEE
        COMPANY LIMITED
 Citigroup
        Centre
 Canada
        Square
 Canary
        Wharf
 London
 E14
        5LB
  Telephone
                        No:
                    020 7500
                        5742Telefax
                      No:
                    020
                      7500 5248Attention:
                    Agency and
                          Trust
  By:
  31
 
 SCHEDULE
        2
  FORM
        OF PUT
        NOTICE
  [REUTERS
        GROUP PLC/REUTERS FINANCE PLC]
 [title
        of
        relevant Series of Notes]
  By
        depositing this
        duly completed Notice with any Paying Agent for the above Series of Notes
        (the “Notes” )
        the undersigned
        holder of such Notes surrendered with this Notice and referred to below
        irrevocably exercises its option to have such Notes redeemed in accordance
        with
        Condition 6(d) on [redemption date].
  This
        Notice relates
        to Notes in the aggregate nominal amount of ___________
  bearing
        the
        following serial numbers:
  ____________________________________________________
  ____________________________________________________
  ____________________________________________________
  If
        the Notes
        referred to above are to be returned (1) to the undersigned under clause
        10(4)
        of the Agency Agreement, if not tendered by or on behalf of
        Euroclear/Clearstream, Luxembourg/any other clearing system they should be
        returned by post to:
  _____________________
  _____________________
  _____________________
  Payment
        Instructions
  Please
        make payment
        in respect of the above-mentioned Notes by [cheque posted to the above
        address/transfer to the following bank account/transfer to the following
        Clearing System account] (2):
  Bank:                              _________________________________
  Branch
        Address:             
_________________________________
  Account
        Number:            
_________________________________
  Clearing
        system:             
_________________________________
  Signature
        of
        holder:          
_________________________________
  Duly
        authorised on
        behalf of [           
 ]
  [To
        be completed by
        recipient Paying Agent]
  Details
        of missing
        unmatured Coupons ______________________(3)
  Received
        by:                   
_________________________________
  [Signature
        and
        stamp of Paying Agent]
  At
        its office
        at:                 
_________________________________
  32
  On:                                
        _________________________________
  Notes
  (1)
              The
                  Agency
                  Agreement provides that Notes so returned will be sent by post,
                  uninsured
                  and at the risk of the Noteholder, unless the Noteholder otherwise
                  requests and pays the costs of such insurance to the relevant Paying
                  Agent
                  at the time of depositing the Note referred to
                  above.
  (2)
              Delete
                  as
                  applicable.
  (3)
              Only
                  relevant
                  for Fixed Rate Notes (which are not also Index Linked Redemption
                  Amount
                  Notes) in definitive form
  N.B.
              The
                  Paying
                  Agent with whom the above-mentioned Notes are deposited will not
                  in any
                  circumstances be liable to the depositing Noteholder or any other
                  person
                  for any loss or damage arising from any act, default or omission
                  of such
                  Paying Agent in relation to the said Notes or any of them unless
                  such loss
                  or damage was caused by the fraud or gross negligence of such Paying
                  Agent
                  or its directors, officers or
                  employees.
  This
                  Put
                  Notice is not valid unless all of the paragraphs requiring completion
                  are
                  duly completed and, if the Notes which are the subject of this
                  Put Notice
                  are represented by a Global Note, this Put Notice is accompanied
                  by
                  evidence from either Euroclear or Clearstream, Luxembourg of the
                  holder’s
                  entitlement to the Notes and that the holder’s account with Euroclear or
                  Clearstream, Luxembourg in which such Notes are held has been blocked.
                  Once validly given this Put Notice is irrevocable except in the
                  circumstances set out in clause 10(4) of the Agency
                  Agreement.
  33
 SIGNATORIES
  The
        Issuers
  REUTERS
        GROUP
        PLC
 The
        Reuters
        Building
 South
        Colonnade
 Canary
        Wharf
 London
 E14
        5EP
  Telephone:
                      020 7542
                          2218Telefax
                        No:
                      020
                        7542 6848Attention:
                      General
                            CounselBy:
                      /s/DAVID
                        GRIGSON
 REUTERS
        FINANCE
        PLC
 The
        Reuters
        Building
 South
        Colonnade
 Canary
        Wharf
 London
 E14
        5EP
 Telephone:
                    020 7542
                        2218Telefax
                      No:
                    020
                      7542 6848Attention:
                    General
                          CounselBy:
                    /s/ ROSEMARY
                      MARTIN
 
 The
        Guarantor
  REUTERS
        GROUP
        PLC
 The
        Reuters
        Building
 South
        Colonnade
 Canary
        Wharf
 London
 E14
        5EP
 Telephone:
                      020 7542
                          2218Telefax
                        No:
                      020
                        7542 6848Attention:
                      General
                            CounselBy:
                      /s/
                          DAVID GRIGSON
 34
  The
        Agent
  CITIBANK,
        N.A.
 21 st Floor
 Citigroup
        Centre
 Canada
        Square
 Canary
        Wharf
 London
 E14
        5LB
  Telephone:
                      020 7508
                          3831Telefax:
                      020
                        7508 3875Attention:
                      MTN
                              Issuance
                              DeskBy:
                      /s/ DAVID
                        MARES
  The
        other
        Paying Agent
  CITIGROUP
        GLOBAL
        MARKETS DEUTSCHLAND AG & CO. KGaA
 Reuterweg
        16
 60323
        Frankfurt am
        Main
 Telephone:
                          00 49
                              69 1366
                              1256Telefax:
                          00
                            49 69 1366 1429Attention:
                          Global
                                  Transaction
                                  ServicesGermany
                              Agency and Trust
                              DepartmentBy:
                          /s/ SIEGFRIED
                            ROOS
 35
  The
        Trustee
  CITICORP
        TRUSTEE
        COMPANY LIMITED
 Citigroup
        Centre
 Canada
        Square
 Canary
        Wharf
 London
 E14
        5LB
 Telephone
                            No:
                        020 7500
                            5742Telefax
                          No:
                        020
                          7500 5248Attention:
                        Agency
                                  and
                                  TrustBy:
                        /s/
                            DAVID MARES
 36