<PAGE>   1

                                                                     EXHIBIT 4.2

THIS DEBT SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF AND IS REGISTERED IN THE NAME OF THE
DEPOSITARY OR A NOMINEE THEREOF. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITARY OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE OR TO THE DEPOSITARY BY A
NOMINEE OF THE DEPOSITARY AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY ("DTC") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER ENTITY
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                           REED ELSEVIER CAPITAL INC.
                                    % NOTE DUE 20

<TABLE>
<S>                                                          <C>
PRINCIPAL AMOUNT                                             NO.
$                                                            CUSIP:
                                                             ISIN:
                                                             Common Code:
</TABLE>

     REED ELSEVIER CAPITAL INC., a corporation incorporated under the laws of
the state of Delaware (herein called the "Company," which term includes any
successor corporation under the Indenture referred to below), for value
received, hereby promises to pay Cede & Co., or registered assigns, the
principal sum of      million dollars on             , 20  (the "Stated
Maturity"), and to pay interest thereon from the most recent Interest Payment
Date to which interest has been paid or duly provided for, or, if no interest
has been paid or duly provided for, from             , 20  , payable
semiannually in arrears on             and             of each year (each an
"Interest Payment Date"), commencing on             , 2001, and at Maturity, at
the rate of      % per annum, until the principal hereof is paid or duly
provided for. Each payment of interest in respect of an Interest Payment Date
shall include interest accrued through the day prior to such Interest Payment
Date. The interest, if any, on this Debt Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name this Debt Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest payment, which shall be the           or           (whether or
not a Business Day), as the case may be, next preceding such Interest Payment
Date, at the office or agency of the Company maintained for such purpose in the
City of New York, New York. Interest shall be computed on the basis of a 360-day
year consisting of twelve 30-day months.

     Except as otherwise provided in the Indenture, any such interest which is
due and payable, but is not punctually paid or duly provided for, on any
Interest Payment Date (the "Defaulted Interest") shall cease to be payable to
the registered Holder on the relevant Regular Record Date, and the Defaulted
Interest may be paid by the Company, at its election, in one of two ways. (1)
The Company may elect to make payment of any Defaulted Interest to the Persons
in whose names this Debt Security (or the respective Predecessor Security) is
registered at the close of business on the Special Record Date. The Company
shall notify the Trustee in

                                        1
<PAGE>   2

writing at least 30 days prior to the date of the proposed payment of the amount
of Defaulted Interest proposed to be paid on this Debt Security and the date of
the proposed payment, and at the same time the

                                       1.1
<PAGE>   3

Company shall deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment. Then the Trustee shall fix a Special Record Date for the
payment of such Defaulted Interest which shall be no more than 15 days and not
less than 10 days prior to the date of the proposed payment. The Trustee shall
promptly notify the Company and the Principal Paying Agent of the Special Record
Date and shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date to be mailed to each Holder of this Debt Security at
the address as it appears in the Securities Register no less than seven days
prior to such Special Record Date. (2) The Company may make payment of any
Defaulted Interest on this Debt Security in any other lawful manner not
inconsistent with the requirements of any Stock Exchange on which this Debt
Security may be listed, and upon such notice as may be required by such Stock
Exchange, if, after notice is given by the Company to the Trustee for this Debt
Security of the proposed manner of payment, such manner of payment shall be
deemed practicable by the Trustee.

     If any Interest Payment Date, Redemption Date or Stated Maturity of this
Debt Security shall not be a Business Day at any Place of Payment, then payment
of principal of (and premium, if any) and interest, if any, with respect to this
Debt Security need not be made at such Place of Payment on such date, but may be
made on the next succeeding Business Day at the Place of Payment with the same
force and effect as if made on the Interest Payment Date or Redemption Date, or
at the Stated Maturity; provided that no interest shall accrue for the period
from and after the Interest Payment Date, Redemption Date or Stated Maturity, as
the case may be.

     Payment of the principal of (and premium, if any) and interest on this Debt
Security at Maturity shall be made upon presentation of this Debt Security at
the office or agency of the Company. Payment of the principal of (and premium,
if any) and interest on this Debt Security shall be payable in immediately
available funds; provided, however, that payment of interest may be made at the
option of the Company by check mailed to the address of the Person entitled
thereto as such address shall appear in the Securities Register or by transfer
to a bank account maintained by the payee. Payment of the principal of (and
premium, if any) and interest, if any, on this Debt Security, as aforesaid,
shall be made in such coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of public and private
debts. Interest payable on any Interest Payment Date will be paid to DTC,
Euroclear and/or Clearstream, as the case may be, with respect to the portion of
this Debt Security held for its account by Cede & Co. or a successor depositary,
as the case may be, for the purpose of permitting such party to credit the
interest received by it in respect of this Debt Security to the accounts of the
beneficial owners hereof.

     This Debt Security is one of a duly authorized issue of senior debt
securities of the Company known as the Company's      % Notes due 20  ,
initially in the aggregate principal amount of $          (herein called the
"Debt Securities"), issued under an Indenture dated as of May 9, 1995 (such
Indenture as originally executed and delivered and hereafter supplemented or
amended by Supplemental Indenture No. 1, dated as of March 6, 1998, Supplemental
Indenture No. 2, dated as of June 3, 1998, the Third Supplemental Indenture,
dated as of February 21, 2001 and the Fourth Supplemental Indenture, dated as of
July   , 2001, together with the Board Resolutions adopted on February 15, 2001
and July   , 2001 authorizing the issuance of this Debt Security and the
Officer's Certificate, dated July   , 2001 setting forth certain terms of this
Debt Security and delivered to the Trustee by the Company pursuant to Section
301 of such Indenture, being herein called the "Indenture") among the Company,
Reed International P.L.C. and Elsevier NV, as Guarantors, The Chase Manhattan
Bank, as trustee (herein called the "Trustee," which term includes any other
successor trustees under the Indenture), The Chase Manhattan Bank, London Branch
and Chase Manhattan Bank Luxembourg S.A., to which Indenture, all indentures
supplemental thereto and all Board Resolutions and Officers' Certificates
relating thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Guarantors, the Trustee and the Holders of the Debt Securities and of the
terms upon which the Debt Securities are, and are to be, authenticated and
delivered. The acceptance of this Debt Security shall be deemed to constitute
the consent and agreement of the Holder hereof to all of the terms and
provisions of the Indenture. In the event of any

                                        2
<PAGE>   4

inconsistency in the terms and provisions of the Indenture and this Debt
Security, the terms and provisions of the Indenture shall prevail.

     If an Event of Default with respect to this Debt Security shall occur and
be continuing, the principal of this Debt Security may be declared due and
payable in the manner and with the effect provided in the Indenture.

     This Debt Security does not have the benefit of any sinking fund
obligations.

     The Company's obligations under this Debt Security and under the covenants
provided in the Indenture are subject to discharge as provided in the Indenture.

     Reference is made to the further provisions of this Debt Security set forth
on the reverse hereof, which provisions shall for all purposes have the same
effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Principal Paying Agent by manual or facsimile signature, this Debt Security and
the Guarantees set forth hereon shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.

     All capitalized terms used in this Debt Security which are not defined
herein shall have the meanings assigned to them in the Indenture.

                                        3
<PAGE>   5

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                          REED ELSEVIER CAPITAL INC.

                                          By:
                                            ------------------------------------
                                          Name:
                                          Title:

                                          Attested:
                                               ---------------------------------
                                          Name:
                                          Title:

     This is one of the Debt Securities of the series designated in, and issued
under, the Indenture described herein.

                                          THE CHASE MANHATTAN BANK, as
                                          Principal Paying Agent

                                          By:
                                            ------------------------------------
                                            Authorized Signatory

Dated:            , 2001

                                        4
<PAGE>   6

                                REVERSE OF NOTE
                           REED ELSEVIER CAPITAL INC.
                                    % NOTE DUE 20

PAYMENT OF ADDITIONAL AMOUNTS

     All payments of principal, premium (if any) and interest in respect of this
Debt Security or the Guarantees will be made free and clear of, and without
withholding or deduction for, any taxes, assessments, duties or governmental
charges of whatever nature imposed, levied or collected by or within a Relevant
Taxing Jurisdiction (as defined below), unless that withholding or deduction is
required by law.

     If withholding or deduction is required by law, then the Company or either
Guarantor, as the case may be, will pay to the Holder of this Debt Security
additional amounts ("Additional Amounts") as may be necessary in order that
every net payment of principal of (and premium, if any, on) and interest, if
any, on this Debt Security after deduction or other withholding for or on
account of any present or future tax, assessment, duty or other governmental
charge of any nature whatsoever imposed, levied or collected by or on behalf of
the jurisdiction under the laws of which the Company or either Guarantor, as the
case may be, is organized (or any political subdivision or taxing authority of
or in that jurisdiction having power to tax), or any jurisdiction from or
through which any amount is paid by the Company or either Guarantor, as the case
may be (or any political subdivision or taxing authority of or in that
jurisdiction having power to tax) (each a "Relevant Taxing Jurisdiction"), will
not be less than the amount provided for in any Debt Security to be then due and
payable; provided, however, that neither the Company nor either Guarantor, as
the case may be, will be required to make any payment of Additional Amounts for
or on account of:

          (a) any tax, assessment or other governmental charge which would not
     have been imposed but for:

             (i) the existence of any present or former connection between the
        Holder of this Debt Security (or between a fiduciary, settlor,
        beneficiary, member of, shareholder of, or possessor of a power over
        that Holder, if that Holder is an estate, trust, partnership or
        corporation or any person other than the Holder to which that Debt
        Security or any amount payable on that Debt Security is attributable for
        the purpose of that tax, assessment or charge) and a Relevant Taxing
        Jurisdiction, including without limitation, that Holder (or fiduciary,
        settlor, beneficiary, member, shareholder or possessor or person other
        than the Holder) being or having been a citizen or resident of a
        Relevant Taxing Jurisdiction being or having been present or engaged in
        a trade or business in a Relevant Taxing Jurisdiction, or having or
        having had a permanent establishment in a Relevant Taxing Jurisdiction;
        or

             (ii) the presentation of this Debt Security (where presentation is
        required) for payment on a date more than 30 days after the date on
        which payment became due and payable or the date on which payment was
        duly provided for, whichever occurred later except to the extent that
        the Holder would have been entitled to Additional Amounts on presenting
        this Debt Security for payment on or before the thirtieth day;

          (b) any estate, inheritance, gift, sale, transfer or personal property
     tax, assessment or other governmental charge of a similar nature;

          (c) any tax, assessment or other governmental charge that is imposed
     or withheld by reason of the failure by that Holder or any other Person
     mentioned in (a) above to comply with a request of the Company or either
     Guarantor, as the case may be, addressed to that Holder or that Person to
     provide information concerning the nationality, residence or identity of
     that Holder or that other Person, or to make any declaration or other
     similar claim or reporting requirement, which is, in either case, required
     by a statute, treaty or regulation of the Relevant Taxing Jurisdiction, as
     a precondition to exemption from or reduction of that tax, assessment or
     other governmental charge;

          (d) any tax, assessment or other governmental charge imposed by reason
     of such Holder's past or present status as a passive foreign investment
     company, a controlled foreign corporation, a personal holding company or
     foreign personal holding company or foreign personal holding company with
     respect

                                        5
<PAGE>   7

     to the United States, or as a corporation which accumulates earnings to
     avoid United States federal income tax;

          (e) any tax, assessment or other governmental charge imposed on
     interest received by:

             (i) a 10% shareholder (as defined in Section 871(h)(3)(B) of the
        United States Internal Revenue Code of 1986, as amended (the "Code"),
        and the regulations that may be promulgated thereunder) of the Company;
        or

             (ii) a controlled foreign corporation with respect to the Company
        within the meaning of the Code;

          (f) any tax, assessment or other governmental charge that is imposed
     on a payment to an individual resident of a member state of the European
     Union and is required to be made pursuant to any European Union directive
     on the taxation of savings income implementing the conclusions of the
     ECOFIN Council meeting of November 26-27, 2000 or any law implementing or
     complying with, or introduced to conform to, that directive;

          (g) any Debt Security that is presented for payment by or on behalf of
     an individual resident of a member state of the European Union who would
     have been able to avoid any withholding or deduction by presenting the Debt
     Security to another Paying Agent in a member state of the European Union;
     or

          (h) any combination of items (a) through (g) above,

     nor will Additional Amounts be paid with respect to:

        - any tax, assessment or governmental charge that is payable other than
          by deduction or withholding from payments on this Debt Security; or

        - any payment to any Holder which is a fiduciary or a partnership or
          other than the sole beneficial owner of this Debt Security to the
          extent a beneficiary or settlor with respect to that fiduciary or a
          member of that partnership or the beneficial owner would not have been
          entitled to those Additional Amounts had it been the Holder of this
          Debt Security.

OPTIONAL REDEMPTION

     This Debt Security may be redeemed, at the option of the Company, at any
time or from time to time, on notice given not more than 60 days, if this Debt
Security is being redeemed in full, or 45 days, if this Debt Security is being
redeemed in part, nor less than 30 days prior to the date of redemption at the
greater of:

     - 100% of the principal amount and premium, if any, together with accrued
       but unpaid interest, if any, to, but not including, the Redemption Date;
       and

     - the sum of the present values of the Remaining Scheduled Payments,
       discounted, on a semi-annual basis, assuming a 360-day year consisting of
       twelve 30-day months, at the Treasury Rate, plus 25 basis points.

TAX REDEMPTION

     This Debt Security may be redeemed, at the option of the Company as a
whole, but not in part, at 100% of the principal amount thereof (and premium, if
any, thereon) together with accrued but unpaid interest, if any, thereon to the
Redemption Date if, as a result of any change in, or amendment to, the laws of a
Relevant Taxing Jurisdiction, or any change in official position regarding
application or interpretation of such laws, regulations or rulings (including a
holding by a court of competent jurisdiction) which change, amendment,
application or interpretation becomes effective on or after July   , 2001,
either Guarantor, as the case may be, would, on the occasion of the next payment
of principal or interest in respect of this Debt Security on which the Company
or either Guarantor, as the case may be, be unable, for reasons outside its
control, to procure payment and would be obligated, in making such payment
itself, to pay Additional Amounts and such

                                        6
<PAGE>   8

obligation cannot be avoided by the Company or either Guarantor, individually or
together, as the case may be, taking reasonable measures available to them.

     This Debt Security may also be redeemed, at the option of the Company as a
whole, but not in part, at the Special Redemption Price, if, as a result of any
change in, or amendment to, the U.S. Internal Revenue Code of 1986, as amended,
or any ruling or regulation thereunder or in the official interpretation
thereof, which change or amendment is enacted or adopted and becomes effective
on or after July   , 2001, the deductibility of interest payments on this Debt
Security or the timing thereof would be affected in any manner then adverse to
the Company and such effect cannot be avoided by the Company or either
Guarantor, individually or together, taking reasonable measures available to
them.

     Prior to the giving of any notice of redemption of this Debt Security
pursuant to the foregoing, the Company shall deliver to the Trustee an Opinion
of Counsel to the Company and the Guarantors stating that the Company is
entitled to effect such redemption, together with an Officers' Certificate of
the Company and each of the Guarantors setting forth a statement of facts
showing that the conditions precedent, if any, to the right so to redeem have
occurred.

GENERAL

     The Indenture permits, with certain exceptions as thereby provided, the
Trustee to enter into one or more supplemental indentures for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the
provisions of, the Indenture or of modifying in any manner the rights of the
Holders of Debt Securities, in any such case, with the consent of the Holders of
not less than a majority in aggregate principal amount of all Outstanding Debt
Securities affected by such supplemental indenture; provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each of
the Outstanding Debt Securities affected thereby, affect certain rights of such
Holders as more fully described in the Indenture.

     No reference herein to the Indenture and no provision of this Debt Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest, if any, on this Debt Security at the times, place and rate, in the
coin or currency, and in the manner, herein prescribed.

     These Debt Securities are issuable only in registered form, without
coupons, in denominations of $1,000, and in book-entry form.

     Initially, The Chase Manhattan Bank will be the Security Registrar,
Principal Paying Agent and Transfer Agent for this Debt Security and Chase
Manhattan Bank Luxembourg S.A. will be the Luxembourg Paying Agent. The Company
reserves the right at any time to remove any Paying Agent, Transfer Agent or
Security Registrar without notice, to appoint additional or other Paying Agents,
other Transfer Agents and other Security Registrars without notice and to
approve any change in the office through which any Paying Agent, Transfer Agent
or Security Registrar acts; provided, however, that as long as this Debt
Security is listed on the Luxembourg Stock Exchange, the Company will maintain a
Paying Agent and Transfer Agent in Luxembourg, and any change in the Luxembourg
Paying Agent and Transfer Agent will be published in Luxembourg. None of the
Company, the Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in this Debt Security
in global form or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests. Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee, or any agent of the Company or
the Trustee, from giving effect to any written certification, proxy or other
authorization furnished by any depositary, as a Holder, with respect to this
Debt Security in global form or impair, as between such depositary and owners of
beneficial interests in such global Debt Security, the operation of customary
practices governing the exercise of the rights of such depositary (or its
nominee) as Holder of such global Debt Security.

     THE INDENTURE AND THE DEBT SECURITIES AND THE GUARANTEES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                                        7
<PAGE>   9

     No recourse shall be had for the payment of the principal of (or premium,
if any, on), or interest, if any, on this Debt Security or the Guarantees, as
the case may be, or for any claim based thereon, or upon any obligation,
covenant or agreement under the Indenture or any indenture supplemental thereto,
or any Debt Security, or because of any indebtedness evidenced thereby, against
any incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or either Guarantor or of any predecessor or successor
corporation of the Company or such Guarantor, either directly or indirectly
through the Company or such Guarantor or any predecessor or successor
corporation of the Company or such Guarantor, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any assessment or
penalty or otherwise; it being expressly agreed and understood that under the
Indenture, this Debt Security and the Guarantees are solely corporate
obligations, and that no personal liability whatsoever shall attach to, or is
incurred by, any incorporator, stockholder, officer or director, past, present
or future, of the Company or such Guarantor or of any predecessor or successor
corporation of the Company or such Guarantor, either directly or indirectly
through the Company or such Guarantor or any predecessor or successor
corporation of the Company or such Guarantor, because this Debt Security hereby
authorized or under or by reason of any of the obligations, covenants or
agreements contained in the Indenture or this Debt Security or the Guarantees,
or to be implied herefrom or therefrom; and that all such personal liability is
hereby expressly released and waived as a condition of, and as part of the
consideration for, the execution of the Indenture and the issuance of the Debt
Securities and the Guarantees.

DEFINITIONS

     All capitalized terms used in this Debt Security which are not defined
herein shall have the meanings assigned to them in the Indenture.

     "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Debt Securities to be redeemed that would be utilized,
at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate Debt Securities of comparable maturity to the
remaining term of such Debt Securities.

     "Comparable Treasury Price" means with respect to any Redemption Date for
the Debt Securities:

     - the average of four Reference U.S. Treasury Dealer Quotations for that
       Redemption Date, after excluding the highest and lowest of such Reference
       U.S. Treasury Dealer Quotations; or

     - if the Trustee obtains fewer than four Reference U.S. Treasury Dealer
       Quotations, the average of all quotations obtained by the Trustee.

     "Independent Investment Banker" means one of the Reference U.S. Treasury
Dealers, to be appointed by the Company in its sole discretion.

     "Redemption Premium" means the amount (but not less than zero) obtained by
subtracting:

      the aggregate amount of the principal being redeemed on the Redemption
      Date with respect to this Debt Security from:

     - the sum of the present values of the Remaining Scheduled Payments,
       discounted on a semi-annual basis, assuming a 360-day year consisting of
       twelve 30-day months, at the Treasury Rate.

     "Reference U.S. Treasury Dealer" means each of Lehman Brothers Inc.,
Salomon Smith Barney Inc. and UBS Warburg LLC and one other treasury dealer
selected by the Company and their respective successors, provided, however, that
if any of the foregoing shall cease to be a primary U.S. Government securities
dealer, referred to here as a "Primary Treasury Dealer," the Company will
substitute therefor another nationally recognized investment banking firm that
is a Primary Treasury Dealer.

     "Reference U.S. Treasury Dealer Quotations" means with respect to each
Reference U.S. Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue, expressed in each case as a percentage of its principal amount,
quoted in

                                        8
<PAGE>   10

writing to the Trustee by such Reference U.S. Treasury Dealer at 3:30 p.m., New
York City time, on the third business day preceding such Redemption Date.

     "Remaining Scheduled Payments" means, with respect to the Debt Security to
be redeemed, the remaining scheduled payments of the principal thereof and
interest thereon that would be due after the related Redemption Date but for
such redemption; provided, however, that, if such Redemption Date is not an
Interest Payment Date with respect to such Debt Security, the amount of the next
succeeding scheduled interest payment thereon will be deemed to be reduced by
that amount of interest accrued thereon to such Redemption Date.

     "Special Redemption Price" means the principal amount of the Debt Security
to be redeemed, plus accrued and unpaid interest to, but not including, the
Redemption Date, plus the Redemption Premium.

     "Treasury Rate" means, with respect to any Redemption Date for the Debt
Securities:

     - the yield, under the heading which represents the average for the
       immediately preceding week, appearing in the most recent published
       statistical release designated "H.15(519)" or any successor publication
       which is published weekly by the Board of Governors of the Federal
       Reserve System and which establishes yields on actively traded United
       States Treasury securities adjusted to constant maturity under the
       caption "Treasury Constant Maturities" for the maturity corresponding to
       the Comparable Treasury Issue; provided that if no maturity is within
       three months before or after the maturity date for the Debt Securities,
       yields for the two published maturities most closely corresponding to the
       Comparable Treasury Issue will be determined and the Treasury Rate will
       be interpolated or extrapolated from those yields on a straight line
       basis, rounding to the nearest month; or

     - if that release, or any successor release, is not published during the
       week preceding the calculation date or does not contain such yields, the
       rate per annum equal to the semiannual equivalent yield to maturity of
       the Comparable Treasury Issue, calculated using a price for the
       Comparable Treasury Issue (expressed as a percentage of its principal
       amount) equal to the Comparable Treasury Price for that Redemption Date.

     The Treasury Rate will be calculated on the third business day preceding
the Redemption Date.

                                        9
<PAGE>   11

                                   GUARANTEES

     FOR VALUE RECEIVED, REED INTERNATIONAL P.L.C., a public limited company
incorporated in England ("Reed International"), and ELSEVIER NV, a public
company with limited liability incorporated under the laws of The Netherlands
("Elsevier") (each a "Guarantor" and collectively, the "Guarantors") hereby
jointly and severally unconditionally and irrevocably guarantee to each Holder
due and punctual payment of the principal of (and premium, if any) and interest,
if any, on this Debt Security (including any Additional Amounts payable in
accordance with the terms of this Debt Security and the Indenture), whether at
the Stated Maturity, by declaration of acceleration, call for redemption,
request for redemption, repayment at the option of the Holder or otherwise, in
accordance with the terms of this Debt Security and of the Indenture. In case of
failure of the Company punctually to make any such payment of principal (or
premium, if any) or interest, if any (including any Additional Amounts), each of
the Guarantors hereby agrees to cause any such payment to be made punctually
when and as the same shall become due and payable, whether at the Stated
Maturity or by declaration of acceleration, call for redemption, request for
redemption, repayment at the option of the Holder or otherwise, and as if such
payment were made by the Company.

     Each of the Guarantors hereby agrees that its obligations hereunder shall
be as if it were principal debtor and not merely surety, and shall be absolute
and unconditional, irrespective of the validity, regularity or enforceability of
this Debt Security or the Indenture, the absence of any action to enforce the
same, any waiver or consent by the Holder of this Debt Security or by the
Trustee or the Principal Paying Agent with respect to any provisions of this
Debt Security or the Indenture, any release of any other guarantor, the recovery
of any judgment against the Company or any action to enforce the same or any
other circumstances which might otherwise constitute a legal or equitable
discharge or defense of any Guarantor. Each Guarantor hereby waives the benefit
of diligence, presentment, demand of payment, filing of claims with a court in
the event of insolvency or bankruptcy of the Company, protest or notice with
respect to any Debt Security and all demands whatsoever, and covenants that its
Guarantees will not be discharged except by complete performance of all of the
obligations of such Guarantor contained in the Indenture and this Debt Security
and in the Guarantees. If the Trustee or the Holder of any Debt Security is
required by any court or otherwise to return (and does so return) to the Company
or to any Guarantor, or any custodian, receiver, liquidator, trustee,
sequestrator or other similar official acting in relation to the Company or such
Guarantor, any amount paid to the Trustee or such Holder in respect of that Debt
Security or the Guarantees, to the extent theretofore discharged, shall be
reinstated in full force and effect. Each Guarantor further agrees, to the
fullest extent that it lawfully may do so, that, as between it, on the one hand,
and the Holder of this Debt Security and the Trustee, on the other hand, the
Maturity of the obligations guaranteed hereby may be accelerated as provided in
Article Five of the Indenture for the purposes of these Guarantees,
notwithstanding any stay, injunction or other prohibition extant under any
applicable Bankruptcy Law preventing such acceleration in respect of the
obligations guaranteed hereby.

     The Guarantees of each Guarantor constitute direct, unconditional,
unsubordinated and (except as provided in the Indenture) unsecured obligations
of each Guarantor without preference among themselves and will rank at least
equally with all other unsecured and unsubordinated obligations of the Guarantor
(including unsecured and unsubordinated guarantees by such Guarantor of
Indebtedness of others), subject, in the event of insolvency, to laws of general
applicability relating to or affecting creditors' rights. Each of the Guarantors
hereby agrees that its obligations hereunder may be enforced against either of
the Guarantors, in the event of a default in payment with respect to this Debt
Security by the Company, without making prior demand upon or seeking to enforce
remedies against the Company, the other Guarantors or other persons.

     Each Guarantor shall be subrogated to all rights of the Holder of this Debt
Security against the Company in respect of any amounts paid to such Holder by
such Guarantor pursuant to these Guarantees; provided, however, that no
Guarantor shall be entitled to enforce or to receive any payments arising out
of, or based upon, such right of subrogation until the principal of (and
premium, if any) and interest, if any, on this Debt Security shall have been
paid in full.

     The Holder of the Debt Security on which these Guarantees are endorsed is
entitled to the further benefits relating thereto set forth in the Debt Security
and the Indenture. No reference herein to the Indenture

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<PAGE>   12

and no provision of these Guarantees or of the Indenture shall alter or impair
the Guarantee of any Guarantor, which is absolute and unconditional, of the due
and punctual payment of the principal of (and premium, if any) and interest, if
any, and Additional Amounts, if any, on the Debt Security upon which these
Guarantees are endorsed.

     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THESE GUARANTEES SET
FORTH IN SAID DEBT SECURITY AND IN THE INDENTURE, WHICH FURTHER PROVISIONS SHALL
FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

     These Guarantees shall not be valid or obligatory for any purpose until the
certificate of authentication on the within Debt Security has been executed by
the principal Paying Agent, directly or through an Authenticating Agent, by
manual or facsimile signature of an authorized signatory.

     All capitalized terms used in these Guarantees which are not defined herein
shall have the meanings assigned to them in the Indenture.

                                        11
<PAGE>   13

     IN WITNESS WHEREOF, each Guarantor has caused this instrument to be duly
executed.

                                          REED INTERNATIONAL P.L.C.

                                          By:
                                            ------------------------------------
                                          Name:
                                          Title:

                                          Attested:
                                               ---------------------------------
                                          Name:
                                          Title:

                                          ELSEVIER N.V.

                                          By:
                                            ------------------------------------
                                          Name:
                                          Title:

                                          Attested:
                                               ---------------------------------
                                          Name:
                                          Title:

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