**Exhibit 4.10.2**

 

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**21 June  2001**

 

 

**REUTERS GROUP PLC**

**DAVID GRIGSON**

 

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**SERVICE AGREEMENT**

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**TABLE OF CONTENTS**

|   |                        | **Page**                        |
|--------|-----------------------------|---------------------------------|
| 1.     | Definitions                 | 1                               |
| 2.     | Duration of employment      | 1                               |
| 3.     | Role, Powers and Duties     | 1                               |
| 4.     | Normal Place of Work        | 2                               |
| 5.     | Hours of Work               | 2                               |
| 6.     | Salary and Benefits         | 2                               |
| 7.     | Expenses                    | 3                               |
| 8.     | Other Interests             | 3                               |
| 9.     | Inventions and Improvements | 4                               |
| 10.    | Confidentiality             | 5                               |
| 11.    | Statutory Provisions        | 6                               |
| 12.    | Termination                 | 6                               |
| 13.    | Garden Leave and Suspension | 10                              |
| 14.    | Continuing Obligations      | 10                              |
| 15.    | Waiver                      | 12                              |
| 16.    | Amendments                  | 12                              |
| 17.    | Notices                     | 12                              |
| 18.    | Other Agreements            | 13                              |
| 19.    | Governing Law               | 13                              |
| 20.    | Withholding Taxes           | 13                              |
|   | SCHEDULE 1:                 | Other Benefits                  | 14 |
|   | SCHEDULE 2:                 | Additional Statutory Provisions | 17 |
|   | SCHEDULE 3:                 | Competing Business Concerns     | 19 |

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**THIS AGREEMENT** is made on 21st June    2001 

**BETWEEN**

(1)      **REUTERS  GROUP PLC**registered in England with No. 3296375 whose registered office  is at 85 Fleet Street, London, EC4P 4AJ (the ***Company***)*;*and

(2)      **DAVID       GRIGSON** of Bainton Farmhouse, Bainton, Stamford, Lincolnshire       PE9  3AF (***you***)*.*

**IT IS AGREED** as follows: 

**DEFINITIONS**

1.      In this  Agreement the following expressions shall have the following meanings:

***Board***means the board of directors  of Reuters Group PLC or a duly constituted committee of the board of directors;

***Employment***means your employment  in accordance with the terms and conditions of this Agreement;

***Group***means the Company, any holding company of the Company and any subsidiary  of the Company or of any such holding company (with holding company and subsidiary  having the meanings given to them by section 736 of the Companies Act 1985).  ***Group Company***and ***Group Companies***shall be construed accordingly;  and

***Remuneration Committee***means  the remuneration committee of the Board.

******DURATION OF EMPLOYMENT**

2.      The Employment  will begin on 1 August 2000 and will continue until terminated in accordance  with Clause 12 below.

**********ROLE, POWERS AND DUTIES**

3.1     You will serve  the Company as Finance Director (Chief Financial Officer) or in such other capacity  of a like status as the Company may require.

3.2     Subject to Clause 4, you will exercise such  powers and perform such duties in relation to the business of the Company and  the Group, being duties which are appropriate to your senior status, as may  be assigned to you by the Chief Executive of the Company after taking into account  the opinion of the Board.

3.3     During the Employment  you will:

| (a) | devote substantially the whole of your working time, attention and abilities to carrying out those duties in a proper, loyal and efficient manner; |
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| (b)    | use all reasonable endeavours to promote      the interests of the Company and any other Group Company which you may be      required to serve under the terms of this Agreement;                                                                                                                                                                                                                                                                                                                |
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (c)    | have due regard to the Reuters Trust Principles      and to the rights and duties of the Reuters Trustees as set out in the Memorandum      and Articles, of Association of the Company and the Memorandum and Articles      of Association of Reuters Founders Share Company Limited insofar as, by      the proper exercise of your powers (and in accordance with your other duties)      as director of the Company, the Reuters Trust Principles are capable of      being observed by you; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (d)    | have due regard to the provisions of the      Reuters Code of Conduct (as notified to you from time to time) and, so far      as reasonably practicable in the performance of your duties, observe all      material provisions of that Code;                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (e)    | comply with the Reuters Share Dealings Code      (as notified to you from time to time); and                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| (f)    | have due regard to the provisions of all      other policies which are applied to you by the Company, as notified to you      from time to time.                                                                                                                                                                                                                                                                                                                                                 |

3.4     You are entitled to take independent professional  advice, at the expense of the Company, where such advice is reasonably required  for the furtherance of your duties as a director of the Company and provided  that before taking such advice you obtain the written consent of one other  director and send a copy of such consent to the Company Secretary and that the  Company's expenditure on such advice does not exceed £50,000 per annum.

**NORMAL PLACE OF WORK**

4.      Your normal  place of work is at the Company's head office. You may be required, in the performance  of your duties, to travel in the United Kingdom and overseas. However, having  given you reasonable notice, the Company may reasonably require you to perform  your duties at the offices of another Group Company in a major financial centre  outside the United Kingdom, such as New York, in which case you shall be offered  expatriate benefits appropriate to your senior status.

**HOURS OF WORK**

5.      You will  work the Company's normal working hours together with such additional hours  as may reasonably be required for the proper performance of your duties.

**SALARY AND BENEFITS**

6.1     You will be paid  a salary at such rate as is set out in an annual letter to you from the Company  and as confirmed in your annual statement of remuneration and benefits.

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6.2     Your salary  will accrue from day to day and be payable in arrears by equal monthly instalments  on or about the fifteenth day of each month.

6.3     You are not entitled to any other salary or  fees as director or employee of the Company or any other Group Company and you  must, as the Company directs, either waive your rights to any such salary or  fees or account for the same to the Company (failing which it will be deducted  from your salary).

6.4     Your salary and benefits will be reviewed annually  by the Remuneration. Committee. Any change in the level of your salary and benefits  as a result of the review (which will not be downwards) will be effective from  1 January of the year following the review (unless you and the Chairman of the  Remuneration Committee agree otherwise).

6.5     In addition to     the above, you will be entitled to receive those benefits set out in Schedule  1 to this Agreement.

6.6     During or after    the termination of the Employment  for whatever reason, the Company may deduct    from your pay any sums outstanding  to the Company or to any other Group Company, from you including,  without limitation, any advance of pay or loans or floats for expenses.

**EXPENSES**

7.     Subject to the Company's policies on executive directors' expenses and executive directors' spouse expenses (as notified to you from time to time), the Company will reimburse to you all reasonable travelling, hotel and other out-of-pocket expenses (including first class travel expenses) properly incurred by you and your spouse in the execution of the duties of the Employment against production of valid receipts and properly completed expense reports.

| **OTHER INTERESTS** |
|---------------------|

8.1     During the Employment you will be entitled to accept appointments as a non-executive director of companies other than a Group Company subject to:

| (a) | the prior written consent of the Chief Executive of the Company (such consent to be confirmed by the Board); and |
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| (b)    | the Company's policy on non-executive      directorships (as notified to you from time to time). |

You    may retain any fees received as a non-executive director provided they are    paid in cash rather than in stock, other securities or options. Days of service    as a non-executive    director will not be deducted from your holiday entitlement provided that    you shall not spend more than ten working days in aggregate in any year in    such service. At any time during the Employment the Company may, with reasonable    cause, require you to resign any non-executive directorship held. Reasonable    cause for this purpose shall include but not be limited to a conflict of    interest and such other reason or reasons as may be specified in the ReutersCode of Conduct (as notified to you from time to time).

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8.2     During the Employment you will not be directly  or indirectly concerned in any business, trade, profession or other occupation  (whether as an employee, consultant, agent, director or otherwise) of a similar  nature to or competitive with that carried on by the Company or any Group Companies  except:

| (a) | as      a representative or officer of a Group Company; |
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|   |                                               |
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| (b)    | as a non-executive director under      Clause 8.1; |

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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| (c)    | by virtue of your being interested      in securities not representing more than one per cent. of a company's issued      securities of any class which are either (i) listed on a recognised stock      exchange or dealt on an unlisted securities market or an alternative investment      market or authorised for quotation in a recognised inter-dealer quotation      system or (ii) of a private company whose shares the Chief Executive of      the Company has authorised you to hold; or |

|   |                                              |
|--------|---------------------------------------------------|
| (d)    | with the prior written consent      of the Board. |

8.3     You may serve  on the board of religious, charitable or public service organisations or otherwise  be engaged in the activities of such organisations provided so serving or being  so engaged does not prejudice your ability to fulfil your duties under this  Agreement.

**INVENTIONS AND IMPROVEMENTS**

9.1     It will be part  of your normal duties at all times:

| (a)    | to consider in what manner            and by what new methods or devices the products, services, processes,            equipment or systems of the Company and other Group Companies with            which you are concerned or for which you are responsible might be            improved; and |
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|   |                                                                                                                                                                                                                                                                                            |
| (b)    | promptly to give to the Company Secretary            of the Company full details of any invention or improvement which            you may from time to time make or discover in the course of your duties.                                                                                      |

Subject to the Patents Act 1977, the Company will  be entitled free of charge to the sole ownership of any such invention or improvement  and to the exclusive use of it.

9.2     You assign to  the Company (or to such other Group Company as the Company may direct) all copyrights,  designs and other proprietary rights, if any, which may be so assigned in respect  of all works and designs created by you or relating to your responsibilities  during the Employment for the full term of those rights to the intent that those  rights will immediately upon the completion of the relevant work vest with the  Company (or with such other Group Company as the Company may direct).

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9.3     At the request  and cost of the Company, you will do all such acts and things as may in the  opinion of the Board be necessary or conducive to vest such rights in the Company  (or in such other Group Company as it may direct). You irrevocably authorise  the Company for the purposes of this Clause to make use of your name and to  sign and to execute any documents or do any thing on your behalf.

9.4     You will not do  anything knowingly to imperil the validity of any patent or protection or any  application for a patent or protection.

9.5     You will not    either  during or after the termination of the Employment exploit or assist    others  to exploit any invention or improvement which you may from time to time make     or discover in the course of your duties or (unless it shall have become    public  knowledge) make public or disclose any such invention or improvement or give     any information in respect of it except to the Company or as the Company    may  direct.

9.6     You irrevocably  waive in favour of the Company (and in favour of such other Group Company as  the Company may direct), its licensees and successors-in-title any and all moral  rights in any works (existing or future) which are the subject of copyright  made by you in the course of the Employment.

**CONFIDENTIALITY**

10.1    During and after  the termination of the Employment you will at all times keep confidential all  private information about the Company and other Group Companies including technical  and financial information which you may have acquired while in  the employment of the Company or of any other Group Company. You will  not use such information for your own benefit or for the benefit of any business  not within the Group. You will keep such information confidential to yourself,  to other members of the Board and to anybody who needs such information in order  to properly discharge his duties to the Company or any Group Company. Such information  includes (without limitation) the following:

| (a) | the business methods and information      of the Company and any other Group Companies (including, without limitation,      prices charged, discounts given to customers or obtained from suppliers,      product development, marketing and advertising programmes, costing, budgets,      turnover, sales targets and other financial information); |
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| (b)    | lists and particulars of the      suppliers and customers of the Company or of any other Group Companies and      the individual contacts at such suppliers and customers; |

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| (c)    | details and terms of the Agreements      with suppliers and customers of the Company or of any other Group Companies; |

|   |                                                                                                                                                                    |
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| (d)    | secret development manufacturing      or production processes and know-how employed by the Company or any other      Group Companies or their respective suppliers; and |

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| (e) | confidential details as to the design      of the products and inventions or processes relating to the provision of      services or developments relating to future products and services of the      Company or of any other Group Companies or those of their respective suppliers. |
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10.2    These restrictions shall not apply to any  disclosure or use authorised by the Board or required by law or by the requirements  of any regulatory or other authority to which the Company or any other Group  Company is subject.

10.3    These restrictions  shall not apply to information which is already in the public domain other than  in cases where such information has become public as a result of a breach by  you of these restrictions.

10.4    These restrictions  shall not restrict you from using your own personal skill in any business in  which you may lawfully be engaged after termination of the Employment.

**STATUTORY PROVISIONS**

11.     Additional  provisions, details of which the Company is required by statute to provide you,  are set out in Schedule 2 to this Agreement.

**TERMINATION**

**Summary termination**

12.1     The Company  may terminate the Employment by immediate notice in writing and without payment  of any kind other than salary and bonus accrued at the date of termination:

| (a) | if in the reasonable opinion      of the Board you are guilty of any: |
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|   | (i)    | serious misconduct;                                                                                                                                                                         |
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|   | (ii)   | persistent misconduct continuing      after demand for cessation of such misconduct is delivered in writing by      the Board or by the Company Secretary on instruction from the Board; or |

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| (b)    | if you commit any material      breach of any material provision of this Agreement; |

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| (c)    | if you neglect or refuse to      carry out any material part of your duties (other than for a reason mentioned      in Clause 12.2); |

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| (d)    | if you engage in any conduct      which brings or is likely to bring the Company or any other Group Companies,      in the reasonable opinion of the Board, into disrepute; |
|   |                                                                                                                                                                        |
| (e)    | if      you become bankrupt or enter into a composition with your creditors or apply      for a receiving order or have a receiving order made against you;                 |

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| (f)      if      you become prohibited by law from being a director; or |
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|   |                                                                                     |
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| (g)    | if you terminate your directorship      of the Company without the consent of the Board. |

**Termination****by****the Company  through illness**

12.2    The Company may terminate  the Employment if you are prevented by illness (including mental illness) or  injury from attending to your duties for more than 365 days in aggregate in  any one period of 24 consecutive calendar months. The Company will not terminate  the Employment pursuant to this Clause 12.2 if, as a result, you would or may  forfeit any entitlement to benefits under the permanent health insurance  scheme referred to in Schedule 1 unless it has used all reasonable endeavours  to try to procure the continuation of cover under that scheme.

**Termination through loss of directorship**

12.3    If you are removed  from the office of director of the Company, or the Company fails in general  meeting to re-elect you as a director of the Company (if, under the Articles  of Association or other constitutional documents for the time being of the  Company as the case may be, you are obliged to retire by rotation or otherwise),  then the Company may elect that the Employment shall terminate immediately without  prejudice to the right of either party to this Agreement to treat any act or  omission causing such removal from office as a breach of this Agreement.

**Termination on change of control**

12.4    Notwithstanding the  provisions of Clause 12.5, you may terminate the Employment by giving the Company  one month's notice in writing, such notice to be given within three months after  a Change of Control unless a third party acquiring control of more than 50%  of the voting rights of the Company has agreed to adopt the Reuters Trust Principles  and the rights and duties of the Reuters Trustees as set out in the Memorandum  and Articles of Association of the Company and in the Memorandum and Articles  of Association of Reuters Founders Share Company Limited and to use its best  endeavours to procure that the Principles and such rights and duties are observed  and upheld within the Company and any holding company of the Company. A Change  of Control shall for the purpose of this Agreementt occur where more than 50%  of the voting rights of the Company become controlled by any third party (including  persons acting in concert but excluding Reuters Founders Share Company Limited)  or the Company sells or otherwise disposes of all or substantially all of its  assets with the approval of the Company's shareholders, other than for the purposes  of a reconstruction or reorganisation in which (A) the ultimate ownership of  the Company or substantially all its assets is unaffected or (B) a new holding  company for the Company is created, where the new holding company has substantially  the same shareholders and proportionate shareholdings as those of the Company  immediately prior to the interposition of the new holding company.

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**Termination in other circumstances**

12.5    Subject to earlier  termination in accordance with the provisions of this Clause, the Employment  will continue until terminated:

| (a) | by      the Company giving you 12 months' written notice; or |
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| (b)    | by you giving the Company 12      months' written notice, |

such notice to expire not earlier than 1 August  2002.

The Company may, in its sole discretion, elect  to terminate the Employment before 1 August 2002 and/or without giving you notice  or the full period of notice required by 12.5 (a) in which event you will be  entitled to receive a payment calculated in accordance with Clause 12.6.

**Liquidated damages**

12.6    This Clause applies  if:

| (a) | the Employment is terminated by      the Company otherwise than a termination (i) in accordance with Clause 12.1      or (ii) where removal from office takes place in circumstances justifying      summary termination under Clause 12.1, in accordance with Clause 12.3 or      (iii) in accordance with Clause 12.5 unless the final sentence of Clause      12.5 applies in which case this Clause will apply; |
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| (b)    | you are constructively dismissed      which for these purposes shall include (without limitation): |

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|   | (i)    | the assignment to you of any         duties inconsistent in any respect with your position (including status,      offices, titles and reporting requirement), authority, duties or responsibilities;         or |

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|   | (ii)   | any other action by the Company      which results in a diminution in such position, authority, duties or responsibilities,      but excluding for this purpose an isolated, insubstantial and inadvertent      action not taken in bad faith and which is remedied by the Company promptly      after receipt of notice thereof given by you; or |

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| (c)    | you terminate the Employment      under Clause 12.4. |

Where this Clause applies, the Company will (subject  to the remainder of this Clause) pay to you by way of liquidated damages: (1)  if the termination occurs prior to 1 August 2001 an amount equal to 2A-B and  (2) if the termination occurs on or after 1 August 2001 an amount equal to A

where A is the aggregate of:

| (i) | your annual salary immediately prior to the date of termination of the Employment; |
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| (ii) | the amount of pension contributions      made by the Company on your behalf or to you in the last financial year      of the Company preceding the date of termination; and |
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| (iii)  | the average of the last three      annual bonuses earned by you pursuant to paragraph 1 of Schedule 1 to this      Agreement in the last three complete financial years of the Company preceding      the date of termination. |

and B is the amount of salary, pension contributions  and (if applicable) bonus paid to you or on your behalf whilst your Employment  subsisted.

In relation to (iii)  above, where there have been fewer than three complete financial years of the  Company during the Employment, the averaging shall be by reference to the number  of complete financial years which there have been during the Employment. Where there has been less than one complete financial year of the Company during the  Employment, (iii) above shall be determined on the basis of the annualised bonus  earned by you for the period of the Employment or, if for any reason that is  unascertainable, on the basis of the bonus earned by the predecessor Finance  Director of the Company in 1999.

In the event that the Company requires you to work  only part of the notice period required by Clause 12.5 (a), the liquidated damages  payment under this Clause 12.6 will be reduced by an amount equal to the salary,  pension contributions and (if applicable) bonus paid to you or on your behalf  in respect of the period of notice worked.

In the event that the Employment is terminated     in accordance with Clause 12.2, liquidated damages payment under this Clause  12.6 will be reduced by an amount equal to the amount of any benefit payable     under the permanent health insurance scheme referred to in Schedule 1, if    termination  occurs prior to 1 August 2001 for the period to 1 August 2002 and if termination     occurs on or after 1 August 2001 for the period of 12 months following the    date  of termination.

The payment will be conditional on you not bringing  any claims before a court or tribunal relating to the Employment and/or its  termination. The payment will be made in two stages. The total amount, less  a deduction of £60,000, will be paid within 14 days of the end of the  Employment and the remaining balance of £60,000 will be paid within four  months of the end of the Employment, in each case less any necessary withholdings.  You agree to accept the same in full and final settlement of all and any claims  or rights of action that you have or may have against the Company and against  any other Group Company and against their respective officers and employees  in connection with the Employment or its termination.

**Return of documents**

12.7    On termination of the  Employment for any reason or, at the request of the Company, when notice to  terminate the Employment is given, you must immediately deliver to the Company  (without keeping any copies):

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| (a) | all documents, papers and materials and any other property of the Company and of any other Group Companies; and |
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|   |                                                                                                                                  |
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| (b)    | all documents or other media      on which confidential information about the Company and any other Group      Companies is recorded, |

in your possession or under your control.

**Resignation as a director**

12.8    On termination of the  Employment for any reason, you must immediately, at the request of the Company  resign your office as a director of the Company and of any other Group Company  without compensation for loss of office but without prejudice to any rights  which you may have to treat such request as a breach of this Agreement.

**Share schemes**

12.9    It is acknowledged  that you may, during the Employment, be granted rights upon the terms and subject  to the conditions of the rules from time to time of the Reuters Group PLC Long  Term Incentive Plan or any other profit sharing, share incentive, share option,  bonus or phantom option scheme operated by the Company or any other Group Company  with respect to shares in the Company or any other Group Company. If, on termination  of the Employment, whether lawfully or in breach of contract you lose any of  the rights or benefits under such schemes (including rights or benefits which  you would not have lost had the Employment not been terminated) you shall not  be entitled, by way of compensation for loss of office or otherwise howsoever,  to any compensation for the loss of any rights under any such scheme.

**GARDEN LEAVE AND SUSPENSION**

13.1    The Company  may at any time or from time to time suspend you from the performance of your  duties and/or exclude you from any of the premises of the Company or of any  other Group Company:

| (a) | during any period of notice or any part of a period of notice as specified in Clauses 12.4 or 12.5; or |
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| (b)    | in circumstances in which the      Company reasonably believes that you are guilty of misconduct or are in      breach of this Agreement and in order that the circumstances giving rise      to that belief may be investigated. |

13.2    The Company is not  required to give any reason for suspending or excluding you. Your salary and  benefits will not cease to be payable by reason only of such suspension or exclusion.

13.3     During any period  of suspension or exclusion, you will not contact or deal with customers, suppliers  or employees of the Company or of any other Group Company or enter onto the  premises of the Company or of any Group Company without the prior written consent  of the Chief Executive of the Company.

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**CONTINUING OBLIGATIONS**

**Non-representation**

14.1    You will not at any    time after the termination of the Employment directly or indirectly      represent yourself as being in any way connected with or interested in    the business of the Group (except, if it is the case, as a shareholder of    the  Company or as a director of the Company).

**Non-solicitation of employees**

14.2    You must not    for a period of six months after the termination of the Employment solicit,    interfere with or attempt to entice away from the Company or any other Group    Company or employ or engage any employee of the Company or of any other Group    Company with whom you had business dealings or who reported to you, directly    or indirectly, during the period of 12 months preceding the date of termination    of the Employment and who is or was employed or engaged by the Company orby any other Group Company:

| (a)  | as a director    or in a managerial or technical capacity; or                                                                                                                                                                                                |
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|      |                                                                                                                                                                                                                                                         |
| (b)       | you know (or ought reasonably to know) could        materially damage the interests of the Company or any other Group Company        if he became employed in any business in competition with the business    of the Company or of any other Group Company. |

**Non-solicitation of business**

14.3    You must not for a period    of six months after the termination of the Employment solicit, interfere    with or attempt to entice    away from the Company or any other Group Company the business or custom of    any firm, company or other person who, during the period of 12 months preceding    the date of termination of the Employment, was a customer of the Company    or of any other Group Company with whom you had business dealings or about    whom you became informed or over whom you had influence in the course of    the Employment during that period, with a view to providing goods or services    which would compete with the business of the Company or of any other Group    Company carried on at the date of termination of the Employment and with    which you werematerially involved during that period.

**Non-dealing**

14.4    You must not for a period of six months after    the termination of the Employment deal with any person, firm or company who    during the period of 12 months preceding the date of termination of the Employment    was a customer or potential customer of the Company or of any other Group    Company and (in the case of a customer) to whom you provided services on    behalf of the Company or any other Group Company or (in the case of a potential    customer) with whom you had business dealings with a view to obtaining business    for the Company or any other Group Company and in each case with whom you    had business dealings or about whom you became informed or over whom you    had influence in the course of the Employment during that period, with a    view to providing goods or services which would compete with the business    of the Company or of any other Group Company carried on at the date of termination    of the Employment and with which you were materially involved during thatperiod.

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**Non-competition**

14.5    You must not,    for a period of six months after the termination of the Employment, be engaged    in or concerned in any capacity in any business concern which is in competition    with the business of the Company or of any other Group Company. A list of    such business concerns as at the date of this Agreement is set out in Part    1 of Schedule 3 to this Agreement. Unless you have the prior approval of    the Chairman and the Chief Executive of the Company you may not, for a period    of six months after the termination of the Employment, be engaged    in or concerned in any capacity in any of the business concerns named in    the lists set out in Parts 2 and 3 of Schedule 3 of this Agreement. The lists    in Schedule 3 may be amended by the Board acting reasonably (provided that    the number of business concerns included in Schedule 3 at any one time shall    not exceed 15) and each such amendment shall be notified to you from timeto time. This Clause shall not restrain you from being engagedor concerned in any business concern in so far as your duties or work relatesolely to services or activities of a kind with which you were not concernedto a material extent during the period of six months preceding the date of terminationof the Employment.

**Extension to other persons**

14.6    The obligations    imposed on you by this Clause 14 extend to you acting not only on your own    account but also on behalf of any other firm, company or other person andshall apply whether you act directly or indirectly.

**Acknowledgement of reasonableness**

14.7    The restrictions contained    in this Clause 14 are considered by you and the Company to be reasonable    in all the circumstances.    Each part of this Clause constitutes an entirely separate and independent    restriction and the duration, extent and application of each of the restrictions    are not greater than is necessary for the protection of the commercial interestsof the Group and their stable trained workforce.

**No disparaging statements**

14.8     Each party agrees during,  and after termination of, the Employment not to make, publish or cause to be  made, published or issued or otherwise communicate to any third party any disparaging  or derogatory statements to any third party concerning you or the Company or  any Group Company or any of its or their current executives, officers, employees,  agents or consultants, provided that nothing in this Agreement will prevent  you or the Company from disclosing information as required by law or in order  to take professional advice or as ordered by a court of competent jurisdiction.

**Page 12**

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**WAIVER**

15.    Any delay    or forbearance by the Company in exercising any right of determination ofthis Agreement shall not constitute a waiver of it.

**AMENDMENTS**

16.    No amendment or waiver    of any of the provisions of this Agreement shall be effective unless made    in writing and signed byyou and a director or the Company Secretary of the Company.

**NOTICES**

17.    Any    notice required to be served under this Agreement may be given either personally,by fax or by registered post:

| (a)  | to    the Company at its registered office for the time being; or                          |
|-----------|--------------------------------------------------------------------------------------------|
|      |                                                                                       |
| (b)       | to        you at the address at the start of this Agreement or your last known    address. |

Any notice to be given under this Agreement to    you may be served by being handed to you personally or by being sent by recorded    delivery first class post or by fax to you at your usual or last known address;    and any notice to be given to the Company may be served by being marked for    the attention of the Company Secretary and by being left at or by being sent    by recorded delivery first class post or by fax to its registered office    for the time being. Any notice served by post shall be deemed to have been    served on the second day (excluding Sundays and statutory holidays) next    following the date of posting and in proving such service it shall be sufficient    proof that the envelope containing the notice was, in your case, addressed    to you at your usual or last known address and, in the case of the Company,    addressed to it marked for the attention of the Company Secretary at its    registered office for the time being, and in either case posted as a prepaid    letter by recorded delivery. Any notice served by fax shall be deemed tohave been served twelve hours after the time of despatch.

**OTHER AGREEMENTS**

18.    You acknowledge and warrant that there are    no Agreements or arrangements whether written, oral or implied between the    Company or any other Group Company and you relating to your employment or    the Employment other than those which are expressly set out in this Agreement    and that you are not entering into this Agreement in reliance on any representationnot expressly set out in this Agreement.

**GOVERNING LAW**

19.    This Agreement will be governed by and construed    under English law without regard to its conflicts of laws provisions, and    each of the parties hereby irrevocably agrees for the exclusive benefit of    the Company that the Courts of England are to have jurisdiction to settleany disputes which may arise out of or in connection with this Agreement.

**Page 13**

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******WITHHOLDING TAX**

20.    All amounts payable to you under this Agreement    shall be subject to applicable withholding of income, salary and such other    withholdings that the Company determines are required to be withheld in accordancewith applicable laws.

**AS WITNESS** whereof this Agreement has been signedby or on behalf of the parties to it on the day and year first above written.

**Page 14**

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**SCHEDULE 1**

**OTHER BENEFITS**

**BONUS**

1.      You will be entitled to participate    in an annual bonus plan to be administered by the Remuneration Committee.    Unless otherwise agreed by the Remuneration Committee, the maximum annual    bonus payable under this plan will be an amount up to 70% of your base salary    (from 1 July 2001, 100% of your base salary). The criteria relating to your    performance and that of the Company which are to be used to determine the    amount of the bonus in any year will be laid down by the Remuneration Committee    at the commencement of each year and the bonus for that year will be paid    as soon as reasonably practicable after the relevant results have been determined.    The Remuneration Committee reserves the right to amend the quantitative criteria    annually and/or to discontinue the bonus arrangement. On termination of the    Employment, other than termination pursuant to Clause 12.1 or termination    in respect of which Clause 12.6 applies, you shall be entitled to a pro-rated    amount of bonus, being such proportion of average bonus (calculated according    to Clause 12.6(iii)) as is the same as the proportion of the last financialyear during which the Employment has subsisted.

**SHARE OPTION PLANS**

2.1     You will be eligible for membership of the    Company's Save As You Earn Share Option Scheme and of any other all employee    share option plan operated by the Company and approved by the Company's    shareholders. Participation in such scheme and plans is, save as otherwise    stipulated in their rules, at the sole discretion of the Board or the RemunerationCommittee.

2.2     If you are relocated to a country outside    the United Kingdom, you are entitled to participate in any equivalent schemeor plan operated by a Group Company in that country.

**HOLIDAYS**

3.1     The Company's holiday year runs from 1 January    to 31 December. In addition to the bank and other public holidays, you will    be entitled to 30 working days' paid holiday in each holiday year. In the    first year of the Employment, the annual entitlement will be pro rata basedon the holiday year.

3.2     Your annual    holiday may be taken at such time or times as are reasonably appropriatehaving regard to the business needs of the Company.

3.3     Holidays not    taken in the year of entitlement will be lost unless carried forward withthe agreement of the Chief Executive of the Company.

3.4     On termination    of the Employment, you will be entitled to pay in lieu of any unpaid holiday    or be required to pay the Company any salary received for holiday taken in    excess of your contractual entitlement. You may be required to take any untakenholiday during your notice period.

**Page 15**

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**PENSION SCHEMES**

4.1     You are entitled    to join the Reuters UK Retirement Plan subject to the trust deed and rulesof the scheme from time to time in force.

4.2      Subject to any limits imposed by the Inland    Revenue from time to time, the Company will pay contributions to the Companypension scheme as set out in your annual statement of remuneration and benefits.

4.3     A contractingout certificate is in force in respect of the Employment.

4.4     In addition the Company will contribute 20%    of your base salary above the pensions cap imposed by the Inland Revenue    from time to time (such contribution to be taxable) to an appropriate retirementbenefit scheme of your choice.

**LONG TERM INCENTIVE PLAN**

5.      You are entitled to be a member    of the Reuters Group PLC Long Term Incentive Plan or any plan operated by    the Company in succession to that plan (as notified to you from time to time)    for so long as the Plan or such plan may be operated by the Company, and    the Company shall pay to you benefits under the Plan or such plan, subject    to the conditions of the Company's policy on retention of LTIP awards onearly retirement (as notified to you from time to time).

**DISABILITY INSURANCE**

6.      You shall be entitled to membership of, and    the Company shall pay to you benefits under, the Company's disability insurance    scheme, subject to the terms of that scheme and of any related policy ofinsurance as in force from time to time.

**LIFE ASSURANCE AND PERMANENT HEALTH SCHEME**

7.1     The Company will provide life assurance to    you in addition to that provided under the Reuters UK Retirement Plan so    that in aggregate you are assured for the value of four times annual salary,    subject to your being acceptable for insurance at rates normal for your ageand subject to the rules of the relevant life assurance arrangements.

7.2     You (your spouse and any unmarried children    under 21 (or under 24 if in full-time education)) are entitled to membership    of the Company's permanent health insurance scheme subject to the rules ofthe scheme and of any related policy of insurance.

7.3     If you wish, as an alternative to membership    of the Company's scheme, the Company will bear the costs of you being a member    of another permanent health insurance scheme, up to the value of the benefitsavailable to you under the Company's scheme.

**Page 16**

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7.4     You are entitled    to receive an annual health check at a cost to the Company of no more than £500(or as increased and notified to you from time to time).

**COMPANY CAR**

8.      The Company will provide you with a car. (or    cash in lieu if you so elect) in accordance with the terms of the Company's    policy on executive directors' cars (as notified to you from time to time)    for business and personal use and will bear the expenses of taxing, insuring,    repairing and maintaining the car. You agree to comply in full with the Company's    policy on executive directors' cars, failing which the Company may requireyou to return the car immediately.

**CHAUFFEUR-DRIVEN CAR**

9.      You shall be entitled to the non-exclusive    use of a chauffeur-driven car provided by the Company (subject to availability)    at no cost to you for purposes reasonably connected with the Company's businessor as otherwise approved by the Chief Executive of the Company.

**DIRECTORS' INDEMNITY AND INSURANCE**

| 10.    | You shall have the benefits of:                                                                                                                                                                                                                                                   |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                              |
| (a)    | the indemnity contained in regulation 155    of the Company's Articles of Association;                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                              |
| (b)    | any similar indemnity in respect of liabilities        incurred by Group Company directors in their capacity as such contained        in the constitutional documents of any other Group Company for so long    as you are a director or officer of such other Group Company; and |
|   |                                                                                                                                                                                                                                                                              |
| (c)    | (subject to their terms) any insurance policies        which shall be maintained by the Company in respect of liabilities incurred    by Group Company directors in their capacity as such.                                                                                       |

**OTHER BENEFITS**

| l l. | You shall have such other benefits as may        be made available to you by the Company from time to time, including        but not limited to the use of Reuters products, mobile telephone and    other equipment and membership of professional bodies. |
|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

**Page 17**

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**SCHEDULE 2**

**ADDITIONAL STATUTORY PROVISIONS**

** EMPLOYMENT RIGHTS ACT1996**

Additionalparticulars required to be disclosed:

**CONTINUOUS EMPLOYMENT**

1.      The Employment is    not continuous with any other period of employment with the Company or withany other Group Company.

**INJURY AND SICKNESS PAY**

2.      If you are absentfrom work because of sickness or injury, you must:

| (a)    | notify the Company as soon as possible on the first morning of absence and inform the Company of your expected date of return;                                                                                                                            |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                      |
| (b)    | complete and return to the Company      a self-certification form in respect of the first five working days of    any sickness absence;                                                                                                                   |
|   |                                                                                                                                                                                                                                                      |
| (c)    | provide the Company with a medical      certificate from your GP or other registered practitioner for periods of      absence of seven days (including weekends) in excess and with medical certificates    for each subsequent week of sickness absence; |
|   |                                                                                                                                                                                                                                                      |

| (d) | if requested by the Company, undergo a medical examinationat the expense of the Company with a medical practitioner nominated by the Company;and |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------|

|   |                                                                                                                                                                                                                          |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (e)    | if requested by the Company give      written permission to the Company to have access to any medical or health      report in its complete form prepared by any health professional on your    physical or mental condition. |

Subject to the above, you will be entitled at the discretion of the Company to up to 365 days' sick pay (including statutory sick pay) in any 24 month rolling period. Sick pay will be calculated at your normal rate of pay and benefits.

**DISCIPLINARY RULES AND GRIEVANCE PROCEDURE**

If at any time you have a grievance relating to the Employment, you may seek redress orally or in writing by, in the first instance, referring the grievance to the Chairman of the Board. If the grievance remains unresolved, you may appeal to the Board and the Board shall deal with the matter by discussion and by majority decision of those present at the relevant meeting of the Board. The Board's decision shall be final and binding.

**Page 18**

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**COLLECTIVE AGREEMENTS**

4.      There      are no collective agreements with trade unions which directly affect your  terms and conditions.

**Page 19**

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**SCHEDULE 3**

**COMPETING BUSINESS CONCERNS**

**AS AT THE DATE OF THIS AGREEMENT**

**Part 1**

**Competing Business Concerns**

|   | Bloomberg L.P.                 |
|--------|--------------------------------|
|   |                           |
|   | Pearson PLC                    |
|   |                           |
|   | Quick Corporation of Japan     |
|   |                           |
|   | AOL Time Warner                |
|   |                           |
|   | Telekurs A.G.                  |
|   |                           |
|   | SunGard                        |
|   |                           |
|   | The Electronic Broking Service |

**Part 2**

**Companies with Divisions  which compete with Reuters**

|   | The Thomson Corporation               |
|--------|---------------------------------------|
|   |                                  |
|   | The McGraw Hill Companies             |
|   |                                  |
|   | The Dun & Bradstreet Corporation  |
|   |                                  |
|   | Reed Elsevier P.L.C./Elsevier    N.V. |

**Part 3**

**Companies with which **Reuters  has strategic relationships****

|   | Multex.com, Inc. |
|--------|------------------|
|   |             |
|   | Yahoo! Inc.      |

**Page 20**

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| **SIGNED**by             | ) |           |
|--------------------------|---|----------------|
| for and on behalf of     | ) | /s/ CHRIS HOGG |
| **REUTERS GROUP PLC**    | ) |
| ****in the presence of:- | ) |           |

 

| **SIGNED** as a **DEED** | ) |              |
|--------------------------|---|-------------------|
| and **DELIVERED**by      | ) | /s/ DAVID GRIGSON |
| **DAVID GRIGSON**        | ) |
| ****in the presence of:- | ) |              |

**Page 21**

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***CONFIDENTIAL AND PERSONAL***

David GrigsonBainton Farmhouse,Bainton,Stamford,Lincolnshire,PE9 3AF

3 March 2004

Dear David

**Director’s Service Contract**

As you are aware, Schedule 3 of your    service contract with Reuters Group PLC (***Reuters***) sets out    a list of competitor companies in respect of which you will either be restricted    from being employed for a twelve month period following the cessation of    your employment with Reuters or where you will need to obtain the consent    of the Chairman or Chief Executive prior to commencing any such employment.

Clause 14.5 of your service agreement    permits Reuters to review this list and to make amendments to it from time    to time. Such a review has taken place and therefore the purpose of this    letter is to inform you of the following changes to Schedule 3:

| (a) | Moneyline Telerate has been        added to Part 1 of Schedule 3; and |
|-----|-----------------------------------------------------------------------|

|   |                                                                                               |
|--------|----------------------------------------------------------------------------------------------------|
| (b)    | AOL Time Warner (formerly        in Part 1 of Schedule 3) is now included in Part 2 of Schedule 3. |

Please accept this letter as notification    of the change to your service contract as noted above. Except as provided    in this letter, all other provisions of your service contract remain unaltered    and in force.

Yours sincerely

**/s/ Sir Christopher Hogg**Chairman

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