<PAGE>

                                                                    EXHIBIT 4.01

                  THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES
IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO A NOMINEE OF DTC OR
BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC TO CITIGROUP GLOBAL MARKETS HOLDINGS INC. OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

No. R- __                                          INITIAL PRINCIPAL AMOUNT
CUSIP 173075 50 8                                  REPRESENTED $ __________
                                                   representing ________ SynDECS
                                                   ($37.60 per SynDECS)

                     CITIGROUP GLOBAL MARKETS HOLDINGS INC.

                               ________ SynDECS (SM)

                     (Debt Exchangeable for Common Stock (SM))

               Variable Rate Exchangeable Notes Due April 6, 2009

              (Subject to Exchange into American Depositary Shares
                        of The News Corporation Limited)

                  CITIGROUP GLOBAL MARKETS HOLDINGS INC., a New York corporation
(hereinafter called the "Company," which term includes any successor corporation
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co. or registered assigns, the principal sum of
___________________________ (or $37.60 for each SynDECS represented by this
Note) on April 6, 2009 (subject to the mandatory exchange provisions described
below), and to pay interest, on the basis and to the extent specified on the
reverse of this Note, on the principal amount of this Note (provided that
interest on the portion of the principal amount of this Note exchanged on a
Settlement Date shall cease to accrue on the originally scheduled Settlement
Date (without giving effect to any extensions) as further described on the
reverse of this Note).

                  Interest on this Note shall be payable on every February 1,
May 1, August 1 and November 1, beginning on May 1, 2004 (each, an "Interest
Payment Date"), and, with respect to the

<PAGE>

portion of the principal amount of this Note exchanged on a Settlement Date,
each Settlement Date. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the person in whose
name this Note (or the Note in exchange or substitution for which this Note was
issued) is registered at the close of business on the Regular Record Date (as
defined on the reverse of this Note) for interest payable on such Interest
Payment Date, provided, however, that the interest paid on a Settlement Date
shall be payable to the person to whom the principal is payable.

                  On each Settlement Date (which shall be November 21, 2008,
January 29, 2009 and April 6, 2009, except as otherwise provided on the reverse
hereof), one-third of the original principal amount of this Note shall be
mandatorily exchanged for a number of ADSs (or their equivalent value in cash as
described on the reverse of this Note) plus, in certain cases, an additional
amount in cash, all as further described on the reverse of this Note. Under
certain circumstances described on the reverse of this Note, the Company may
deliver cash or other property in lieu of or in addition to ADSs.

                  ADDITIONAL PROVISIONS OF THIS NOTE ARE CONTAINED ON THE
REVERSE HEREOF AND SUCH PROVISIONS SHALL HAVE THE SAME EFFECT AS THOUGH FULLY
SET FORTH IN THIS PLACE.

                  Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee for this Note by manual signature, this
Note shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.

                                      F-2

<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.

                              CITIGROUP GLOBAL MARKETS HOLDINGS INC.

                              By: ______________________________________
                                  Name: Mark I. Kleinman
                                  Title:  Executive Vice President and Treasurer

Corporate Seal
Attest:

By:    ____________________________
Name:  Douglas C. Turnbull
Title: Assistant Secretary

Dated: January 28, 2004

CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in
the within-mentioned Indenture.

The Bank of New York,
as Trustee

By: _______________________________
    Authorized Signatory

                                      F-3

<PAGE>

                             Form of Reverse of Note

                     CITIGROUP GLOBAL MARKETS HOLDINGS INC.

               Variable Rate Exchangeable Notes due April 6, 2009

              (Subject to Exchange into American Depositary Shares
                        of The News Corporation Limited)

TERMS AND CONDITIONS

   1.    Definitions. Unless otherwise expressly provided or unless the context
         otherwise requires, the terms defined in these Terms and Conditions
         shall have the meanings assigned in these Terms and Conditions and
         capitalized terms used but not defined herein shall have the meanings
         assigned to such terms in the Indenture.

   2.    General Provisions.

            (a)   The title of the Debt Securities of the series is Variable
                  Rate Exchangeable Notes Due April 6, 2009 (the "SynDECS").

            (b)   Each SynDECS shall be issued with a principal amount of
                  $37.60. The SynDECS shall be issued only in fully registered
                  form and in denominations of $37.60 and integral multiples
                  thereof.

            (c)   The SynDECS shall not be redeemable at the option of the
                  Company prior to each Settlement Date.

            (d)   The SynDECS shall not be subject to any sinking fund.

            (e)   The SynDECS shall not be issued as Discount Securities.

            (f)   The Company shall not be obligated to pay any additional
                  amounts on the SynDECS in respect of taxes, except to the
                  extent set forth in Paragraph 13 hereof.

            (g)   At any time, the Company may, without the consent of the
                  Holders of the SynDECS, increase the aggregate number of
                  SynDECS outstanding by issuing additional SynDECS with terms
                  and conditions identical to those set forth herein. Such
                  additional SynDECS shall be consolidated with the SynDECS
                  previously issued under these terms and conditions and shall
                  form a single series for all purposes of the Indenture.

   3.    Settlement Dates.

            (a)   Except as set forth in Paragraph 3(b) or 3(c) hereof, the
                  "Settlement Dates" of the SynDECS shall be November 21, 2008,
                  January 29, 2009 and April 6, 2009;

<PAGE>

            (b)   If the maturity of the SynDECS is accelerated pursuant to
                  Section 5.02 of the Indenture, "Settlement Date" shall mean,
                  with respect to each Settlement Date that has not already
                  occurred, the date upon which the principal amount and
                  interest are declared immediately due and payable in
                  accordance with that Section 5.02; or

            (c)   If a Market Disruption Event occurs during the period for
                  determining the Daily Amounts for the applicable Settlement
                  Date, "Settlement Date" shall mean the earlier of (i) the
                  Business Day following the last day of that 10 Trading Day
                  period and (ii) December 4, 2008, February 10, 2009 and April
                  16, 2009, as appropriate.

   4.    Interest Payments.

            (a)   Subject to adjustment as set forth in Paragraph 6 hereof, on
                  each Interest Payment Date, the amount of interest due on each
                  SynDECS with a principal amount of $37.60 shall equal interest
                  accrued at a floating rate equal to LIBOR, determined as set
                  forth in Paragraph 4(f) hereof, for the relevant period plus
                  0.05% per annum on the then outstanding principal amount of
                  that SynDECS.

            (b)   Interest shall accrue on the principal amount of each SynDECS
                  beginning on January 28, 2004 (the "Issue Date"). If any
                  Settlement Date is extended beyond its original date, the
                  interest described in Paragraph 4(a) hereof shall cease to
                  accrue on the original Settlement Date with respect to the
                  principal amount to be exchanged on that Settlement Date.
                  Interest shall be computed on the SynDECS on the basis of a
                  360-day year using the actual number of days elapsed during
                  the relevant period.

            (c)   Interest shall be payable on every February 1, May 1, August 1
                  and November 1, beginning on May 1, 2004 (each, an "Interest
                  Payment Date"), and, with respect to the principal amount of
                  SynDECS exchanged on a Settlement Date, each Settlement Date.
                  On the February 1, 2009 Interest Payment Date, interest shall
                  be paid only with respect to the last one-third of the
                  original principal amount of each SynDECS. Each payment of
                  interest due on an Interest Payment Date or on a Settlement
                  Date shall include interest accrued from and including the
                  last date to which interest has been paid or made available
                  for payment, or from and including the Issue Date, if none has
                  been paid or made available for payment, to but excluding the
                  relevant payment date (except that no additional interest
                  shall accrue in respect of any extension of a Settlement Date
                  in accordance with Paragraph 3(c) hereof).

            (d)   Payments of interest shall be made to the Persons in whose
                  names the SynDECS are registered at the close of business on
                  the Regular Record Date relating to the Interest Payment Date,
                  provided, however, that the interest payable on a Settlement
                  Date shall be payable to the Person to whom the principal is
                  payable. The regular record date ("Regular Record Date")
                  relating to an Interest Payment

                                      R-2

<PAGE>

                  Date shall be the 15th day of the calendar month next
                  preceding such Interest Payment Date, whether or not that day
                  is a Business Day. For the purpose of determining the Holder
                  at the close of business on a Regular Record Date when
                  business is not being conducted, the close of business shall
                  mean 5:00 P.M., New York City time, on the preceding Business
                  Day.

            (e)   "Business Day" means any day that is not a Saturday, a Sunday
                  or a day on which the New York Stock Exchange or banking
                  institutions or trust companies in The City of New York are
                  authorized or obligated by law or executive order to close. If
                  an Interest Payment Date or a Settlement Date falls on a day
                  that is not a Business Day, the payment to be made on that
                  Interest Payment Date or Settlement Date shall be made on the
                  next succeeding Business Day with the same force and effect as
                  if made on that Interest Payment Date or Settlement Date, and
                  no additional interest shall accrue as a result of such
                  delayed payment.

            (f)   Determination of LIBOR.

                     (i)   The LIBOR rate for the initial interest period shall
                           be set on the Issue Date and, for each subsequent
                           interest period, the LIBOR rate shall be reset
                           quarterly on each Interest Payment Date (each such
                           date, an "Interest Reset Date").

                     (ii)  The interest rate in effect for the SynDECS on each
                           day shall be, (x) if that day is an Interest Reset
                           Date, the interest rate determined as of the
                           Determination Date immediately preceding that
                           Interest Reset Date, or (y) if that day is not an
                           Interest Reset Date, the interest rate determined as
                           of the Determination Date immediately preceding the
                           most recent Interest Reset Date. The "Determination
                           Date" for any Interest Reset Date shall be the second
                           London Business Day immediately preceding that
                           Interest Reset Date.

                     (iii) The Calculation Agent shall determine LIBOR for each
                           Interest Reset Date by reference to the rates that
                           appear on the Moneyline Telerate Page 3750 as of
                           11:00 a.m., London time, on the applicable
                           Determination Date, and LIBOR shall be the offered
                           rate for the relevant period determined by the
                           Calculation Agent in its reasonable judgment. If page
                           "3750" on the Moneyline Telerate Service is replaced
                           by another page, or if the Moneyline Telerate Service
                           is replaced by a nominee of the British Bankers'
                           Association, then LIBOR shall be determined by
                           reference to the replacement page or service selected
                           to display the London interbank offered rates of
                           major banks.

                     (iv)  If LIBOR cannot be determined as set forth in
                           Paragraph 4(f)(iii) hereof, then the Calculation
                           Agent shall determine LIBOR as follows:

                                      R-3

<PAGE>

                              (a) Four major banks in the London interbank
                                  market shall be selected.

                              (b) The principal London offices of those four
                                  selected banks shall be requested to provide
                                  their offered quotations to prime banks in the
                                  London interbank market. These quotations
                                  shall be for deposits in U.S. dollars for the
                                  relevant period. Offered quotations must be
                                  based on a principal amount equal to at least
                                  $1,000,000 that is representative of a single
                                  transaction in such market at that time.

                                       i.    If two or more quotations are
                                             provided, LIBOR shall be the
                                             arithmetic mean of such quotations.

                                       ii.   If fewer than two quotations are
                                             provided, three major banks in New
                                             York City shall be selected and
                                             LIBOR shall be determined as the
                                             arithmetic mean of rates quoted by
                                             those three major banks in New York
                                             City to leading European banks.
                                             Such rates quoted shall be for
                                             loans in U.S. dollars for the
                                             relevant period. Rates quoted must
                                             be based on a principal amount of
                                             at least $1,000,000 that is
                                             representative of a single
                                             transaction in such market at that
                                             time. If fewer than the three
                                             selected New York City banks are
                                             quoting rates, LIBOR shall equal
                                             the LIBOR rate for the immediately
                                             preceding interest period. If there
                                             was no such preceding interest
                                             period, LIBOR shall be determined
                                             by the Calculation Agent.

                     (v)   Except as set forth in this Paragraph 4(f)(v), the
                           relevant period for the LIBOR rate is three months.
                           With respect to the interest period commencing on and
                           including the Issue Date and ending on but excluding
                           May 1, 2004, the relevant period for the LIBOR rate
                           is that interest period. With respect to the interest
                           periods commencing on and including November 1, 2008
                           and ending on but excluding each of the first and
                           second scheduled Settlement Dates, the relevant
                           period for the LIBOR rate is that respective interest
                           period. With respect to the interest period
                           commencing on and including February 1, 2009 and
                           ending on but excluding the third scheduled
                           Settlement Date, the relevant period for the LIBOR
                           rate is that interest period. If the relevant period
                           for determining the LIBOR rate is a period less than
                           or greater than three months, the Calculation Agent
                           shall determine the applicable LIBOR rate by linear
                           interpolation based on the next shortest and next
                           longest periods for which quotations are available.

                                      R-4

<PAGE>

                     (vi)  All percentages resulting from any of the
                           calculations described in this Paragraph 4 shall be
                           rounded, if necessary, to the nearest one
                           hundred-thousandth of a percentage point, with five
                           one-millionths of a percentage point rounded upwards
                           (e.g., 9.876545% (or .09876545) being rounded to
                           9.87655% or .0987655)) and all dollar amounts used in
                           or resulting from such calculations shall be rounded
                           to the nearest cent (with one-half cent being rounded
                           upwards).

                     (vii) "London Business Day" means any day on which dealings
                           in deposits in U.S. dollars are transacted in the
                           London interbank market.

   5.    Delivery of ADSs on the Settlement Dates. On each Settlement Date,
         one-third of the original principal amount of each SynDECS shall be
         mandatorily exchanged for a number of American Depositary Shares
         ("ADSs") of The News Corporation Limited ("News Corporation") (or their
         equivalent value in cash as described in Paragraph 5(l) hereof) plus,
         in certain cases, additional cash equal to the Total Exchange Shares,
         as defined in Paragraph 5(a) hereof. The Holders of the SynDECS shall
         be responsible for the payment of any and all brokerage costs upon the
         subsequent sale of such ADSs.

            (a)   The "Total Exchange Shares" to be delivered in respect of each
                  SynDECS on each Settlement Date is an amount equal to the sum
                  of the Daily Amounts calculated as described in Paragraph 5(b)
                  hereof for each of the 10 Trading Days beginning on November
                  5, 2008, January 12, 2009 or March 19, 2009, as applicable,
                  provided that if the SynDECS are declared immediately due and
                  payable following an Event of Default in accordance with
                  Section 5.02 of the Indenture, each Settlement Date that has
                  not yet occurred shall be accelerated and the "Total Exchange
                  Shares" for each such Settlement Date shall be calculated

                     (i)   using the Daily Amounts for any Trading Days in
                           respect of that Settlement Date that have already
                           occurred and,

                     (ii)  with respect to each Trading Day that has not already
                           occurred, the Daily Amount for the date upon which
                           the SynDECS are so declared to be immediately due and
                           payable.

            (b)   The "Daily Amount" for each of the 10 Trading Days in the
                  calculation period preceding each Settlement Date means:

                     (i)   if the Closing Price on the relevant Trading Day is
                           more than the Threshold Appreciation Price, a
                           fraction of one ADS equal to the result of
                           multiplying 1/30th of one ADS by the sum of:

                              (a) the result of dividing the Reference Price by
                                  the Closing Price, plus

                              (b) the result of dividing

                                      R-5

<PAGE>

                                        i.  the difference between the Closing
                                            Price and the Threshold
                                            Appreciation Price by

                                        ii. the Closing Price;

                     (ii)  if the Closing Price on the relevant Trading Day is
                           more than the Reference Price but less than or equal
                           to the Threshold Appreciation Price, a fraction of
                           one ADS equal to the result of multiplying 1/30th of
                           one ADS by the result of dividing the Reference Price
                           by the Closing Price;

                     (iii) if the Closing Price on the relevant Trading Day is
                           more than the Floor Price but less than or equal to
                           the Reference Price, 1/30th of one ADS plus an amount
                           in cash equal to the result of multiplying 1/30 by
                           the difference between the Reference Price and the
                           Closing Price; and

                     (iv)  if the Closing Price on the relevant Trading Day is
                           less than or equal to the Floor Price, 1/30th of one
                           ADS plus an amount in cash equal to $0.188.

            provided that (x) the Share Components of the Daily Amount shall be
            adjusted in accordance with Paragraphs 6, 7, 8 and 9 hereof and (y)
            under the circumstances set forth in Paragraph 8(c)(i) hereof, the
            consideration received by Holders of the SynDECS shall be cash or
            property received in respect of the ADSs or a combination thereof,
            rather than (or in addition to) ADSs.

            (c)   The "Threshold Appreciation Price" shall equal $57.716,
                  subject to adjustment as described in Paragraphs 6, 8 and 9
                  hereof.

            (d)   The "Reference Price" shall equal $37.60, subject to
                  adjustment as described in Paragraphs 6, 8 and 9 hereof.

            (e)   The "Floor Price" shall equal $31.960, subject to adjustment
                  as described in Paragraphs 8 and 9 hereof.

            (f)   The number of ADSs per SynDECS specified in Paragraph 5(b)(i),
                  5(b)(ii), 5(b)(iii) and 5(b)(iv) hereof are referred to herein
                  as the "Share Components."

            (g)   The "Closing Price" of any security on any date of
                  determination means:

                     (i)   the closing sale price for the regular trading
                           session (without considering after hours or other
                           trading outside regular trading session hours) of the
                           security (regular way) on the New York Stock Exchange
                           on that date (or, if no closing price is reported,
                           the last reported sale price during that regular
                           trading session),

                                      R-6

<PAGE>

                     (ii)  if the security is not listed for trading on the New
                           York Stock Exchange on that date, as reported in the
                           composite transactions for the principal United
                           States securities exchange on which the security is
                           so listed,

                     (iii) if the security is not so listed on a United States
                           national or regional securities exchange, as reported
                           by the Nasdaq Stock Market,

                     (iv)  if the security is not so reported, the last quoted
                           bid price for such security in the over-the-counter
                           market as reported by Pink Sheets LLC or a similar
                           organization, or

                     (v)   if the security is not so quoted, the average of the
                           mid-point of the last bid and ask prices for such
                           security from at least three nationally recognized
                           investment banking firms, which may include one or
                           more of the Company's affiliates, that the Company
                           selects for this purpose.

            (h)   A "Trading Day" means an Exchange Business Day on which there
                  has not occurred or does not exist a Market Disruption Event.

                     (i)   If 10 Trading Days for the ADSs have not occurred
                           during the period beginning on November 5, 2008 and
                           ending on December 2, 2008,

                              (a) all remaining Trading Days shall be deemed to
                                  occur on December 3, 2008, and

                              (b) the Closing Price for each of the remaining
                                  Trading Days shall be the Closing Price on
                                  December 3, 2008 or, if there is a Market
                                  Disruption Event on that day, the market value
                                  per ADS as determined by the Company in its
                                  reasonable discretion.

                     (ii)  If 10 Trading Days for the ADSs have not occurred
                           during the period beginning on January 12, 2009 and
                           ending on February 6, 2009,

                              (a) all remaining Trading Days shall be deemed to
                                  occur on February 9, 2009, and

                              (b) the Closing Price for each of the remaining
                                  Trading Days shall be the Closing Price on
                                  February 9, 2009 or, if there is a Market
                                  Disruption Event on that day, the market value
                                  per ADS as determined by the Company in its
                                  reasonable discretion.

                     (iii) If 10 Trading Days for the ADSs have not occurred
                           during the period beginning on March 19, 2009 and
                           ending on April 14, 2009,

                              (a) all remaining Trading Days shall be deemed to
                                  occur on April 15, 2009, and

                                      R-7

<PAGE>

                              (b) the Closing Price for each of the remaining
                                  Trading Days shall be the Closing Price on
                                  April 15, 2009 or, if there is a Market
                                  Disruption Event on that day, the market value
                                  per ADS as determined by the Company in its
                                  reasonable discretion.

            (i)   "Exchange Business Day" means any day that is (or, but for the
                  occurrence of a Market Disruption Event, would have been) a
                  day of trading on each Exchange and each exchange or quotation
                  system on which futures or options contracts relating to the
                  ADSs or Ordinary Shares of News Corporation (the "Ordinary
                  Shares") are traded that the Company, in its reasonable
                  discretion, views as relevant, other than a day on which
                  trading on any such Exchange, exchange or quotation system is
                  scheduled to close prior to its regular weekday closing time.

            (j)   A "Market Disruption Event" means any suspension of or
                  limitation imposed on trading by the relevant exchange or
                  quotation system during the one-half hour period prior to the
                  scheduled close of trading for the regular trading session on
                  the relevant exchange or quotation system, whether by reason
                  of movements in price exceeding limits permitted by the
                  relevant exchange or quotation system or otherwise, that the
                  Company in its reasonable discretion determines is material:

                     (i)   relating to the security the Closing Price of which
                           is being determined on the relevant Exchange or,
                           where that security is an ADS, relating to the
                           Ordinary Shares on the relevant Exchange, or

                     (ii)  in futures or options contracts relating to such
                           security or underlying on any relevant exchange or
                           quotation system.

            (k)   "Exchange" means the New York Stock Exchange and the principal
                  Australian or other non-U.S. exchange on which the Ordinary
                  Shares are traded, or, if the relevant security is not listed
                  for trading on the New York Stock Exchange on the relevant day
                  for a reason other than a Market Disruption Event, the
                  principal United States securities exchange on which the
                  relevant security is so listed or, if the relevant security is
                  not so listed on a United States national or regional
                  securities exchange for a reason other than a Market
                  Disruption Event, the Nasdaq Stock Market or, if prices for
                  the relevant security are so not reported by the Nasdaq Stock
                  Market for a reason other than a Market Disruption Event, the
                  over-the-counter market.

            (l)   Cash Settlement Option. The Company may at its option pay
                  Holders of the SynDECS cash instead of delivering ADSs in
                  respect of some or all of the Daily Amounts. To exercise this
                  option, the Company must notify the Trustee of its election on
                  or before the beginning of the applicable 10 Trading Day
                  period and if the Company is electing to pay cash instead of
                  delivering only a portion of the ADSs it would otherwise be
                  required to deliver, it must specify the Trading Days in
                  respect of which it shall deliver the Daily Amount in cash
                  instead of ADSs. The Trustee shall in turn notify The
                  Depository Trust Company and publish a

                                      R-8

<PAGE>

                  notice of the Company's election in a daily newspaper of
                  national circulation. For any day in respect of which the
                  Company elects to pay the Daily Amount in cash instead of
                  delivering ADSs, the Company shall pay an amount equal to the
                  Daily Amount as calculated for that Trading Day multiplied by
                  the Closing Price on that Trading Day.

   6.    Adjustments for Changes in Dividend Rate. If the total cash dividends
         on the Ordinary Shares in respect of which a record date occurs during
         the six-month periods ending May 1 and November 1 of any year (the
         "Declared Dividend") differ from the Expected Dividend, an event
         referred to as a "Dividend Adjustment Event," adjustments shall be
         made, at the option of the Company, either to the interest payable on
         the SynDECS or to the Threshold Appreciation Price (or, under certain
         circumstances described below, to both). The Company may adjust either
         the interest payment or the Threshold Appreciation Price, but not both,
         provided that if the full application of such adjustment would result
         in an interest payment of less than zero or a Threshold Appreciation
         Price of less than the Reference Price, the Company shall adjust both
         the interest payment and the Threshold Appreciation Price.

            (a)   Interest Payment Adjustment. If the Company elects to adjust
                  the interest payment:

                     (i)   If the Declared Dividend is greater than the Expected
                           Dividend, the Company shall increase the interest
                           payment due for the Interest Payment Date ending the
                           applicable period by a dividend adjustment amount
                           equal to the dividend differential multiplied by the
                           number of Ordinary Shares comprising an ADS,
                           converted to U.S. dollars at the noon-buying rate for
                           Australian dollars on the relevant record date, times
                           the percentage of an ADS appropriate to delta hedge a
                           SynDECS, as determined by the Calculation Agent in
                           its reasonable commercial discretion using the
                           Black-Scholes pricing formula, determined as of the
                           record date for the applicable dividend.

                     (ii)  If the Declared Dividend is less than the Expected
                           Dividend, the Company shall reduce the interest
                           payment due for the Interest Payment Date ending the
                           applicable period by a dividend adjustment amount
                           equal to the dividend differential multiplied by the
                           number of Ordinary Shares comprising an ADS,
                           converted to U.S. dollars at the noon-buying rate for
                           Australian dollars on the relevant record date, times
                           the percentage of an ADS appropriate to delta hedge a
                           SynDECS, as determined by the Calculation Agent in
                           its reasonable commercial discretion using the
                           Black-Scholes pricing formula, determined as of the
                           record date for the applicable dividend.
                           Notwithstanding the foregoing, if the dividend
                           adjustment amount calculated as set forth in this
                           Paragraph 6(a)(ii) is greater than the interest
                           payment otherwise payable on the applicable Interest
                           Payment Date, the interest payment for that

                                      R-9

<PAGE>

                           Interest Payment Date shall be reduced to zero, and
                           an appropriate adjustment shall be made to the
                           Threshold Appreciation Price in respect of any excess
                           dividend adjustment amount as set forth in Paragraph
                           6(b) hereof.

            (b)   Threshold Appreciation Price Adjustment. If the Company elects
                  to adjust the Threshold Appreciation Price:

                     (i)   the Expected Dividend shall be reset to equal the
                           Declared Dividend, and such reset Expected Dividend
                           shall apply for future periods, provided that the
                           Expected Dividend shall not be reset if the Threshold
                           Appreciation Price is being adjusted for the reason
                           described in the last sentence of Paragraph 6(a)(ii)
                           hereof; and

                     (ii)  the Calculation Agent shall make such adjustments to
                           the Threshold Appreciation Price to reflect the
                           change in the Expected Dividend as the Calculation
                           Agent deems appropriate to preserve the economics of
                           the transaction by reference to the Black-Scholes
                           pricing formula assuming the Expected Dividend as
                           reset continues for the remainder of the term of the
                           SynDECS. In no event shall the Threshold Appreciation
                           Price be adjusted in a manner that would cause the
                           adjusted Threshold Appreciation Price to be lower
                           than the Reference Price. Any excess adjustment
                           amounts shall instead be applied to the interest
                           payment as set forth in Paragraph 6(a) hereof.

            (c)   "Expected Dividend" means the aggregate cash dividends for
                  which a record date is expected to occur during the six-month
                  periods ending May 1 and November 1, initially equal to
                  A$0.015 per semi-annual period per Ordinary Share (or A$0.06
                  per ADS), except that the Expected Dividend for the period
                  beginning on the Issue Date of the SynDECS and ending on May
                  1, 2004 is A$0.015 and the Expected Dividend for the period
                  beginning November 1, 2008 is initially zero. If the Threshold
                  Appreciation Price is adjusted for a dividend differential as
                  set forth in Paragraph 6(b) hereof, the Expected Dividend for
                  the periods after such adjustment shall, to the extent
                  described in such Paragraph, be reset to equal the Declared
                  Dividend for the period in which the adjustment to the
                  Threshold Appreciation Price is made. If as a result of any
                  Adjustment Event or dilution adjustment (or any combination
                  thereof) referred to in Paragraph 7 or 8 hereof the ADSs
                  underlying the SynDECS are adjusted to include the securities
                  of an issuer other than News Corporation or of more than one
                  issuer (whether or not including News Corporation), then such
                  adjustment shall apply with respect to any cash dividends to
                  which the successor or additional securities of the applicable
                  issuer(s) are entitled and the Calculation Agent shall adjust
                  the amount of the Expected Dividend after the relevant event.

                                      R-10

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   7.    Anti-dilution Adjustments. The Daily Amount and the Closing Price shall
         be subject to adjustment under the circumstances described in this
         Paragraph 7. Each adjustment to the Daily Amount and the Closing Price
         shall be made successively.

            (a)   Adjustment of the Daily Amount.

                     (i)   The Daily Amount is subject to adjustment if News
                           Corporation:

                              (a) subdivides, consolidates or reclassifies its
                                  Ordinary Shares (unless such subdivision,
                                  consolidation or reclassification constitutes
                                  a "Merger Event" as defined in Paragraph
                                  8(a)(ii) hereof), or changes the number of
                                  Ordinary Shares represented by one ADS, or
                                  makes a free distribution or dividend of any
                                  ADSs or Ordinary Shares to existing holders
                                  thereof by way of a bonus, capitalization or
                                  any other similar means;

                              (b) makes a distribution or dividend to existing
                                  holders of ADSs or Ordinary Shares of ADSs or
                                  Ordinary Shares;

                              (c) makes a distribution or dividend to existing
                                  holders of ADSs or Ordinary Shares of (x)
                                  other share capital or securities granting the
                                  right to payment of dividends and/or the
                                  proceeds of liquidation of News Corporation
                                  equally or proportionately with such payments
                                  to holders of ADSs or Ordinary Shares, or (y)
                                  any other type of securities, rights or
                                  warrants or other assets (other than cash), in
                                  any case for cash or other payment (or no
                                  payment) at less than the market price (as
                                  determined by a nationally recognized
                                  investment banking firm, which may be an
                                  affiliate of the Company, that it retains for
                                  this determination); or

                              (d) engages in any similar event or action which,
                                  in the reasonable judgment of the Company, may
                                  dilute or concentrate the theoretical value of
                                  the ADSs or Ordinary Shares.

                     (ii)  In the case of Paragraphs 7(a)(i)(a) and 7(a)(i)(b)
                           hereof, the Company shall adjust the Daily Amount by
                           adjusting each of the Share Components of the Daily
                           Amount in effect immediately prior to such event so
                           that the Holder of a SynDECS shall be entitled to
                           receive, when the Company exchanges one-third of the
                           principal amount of the SynDECS on a Settlement Date,
                           the number of ADSs that such Holder would have owned
                           or been entitled to own had such SynDECS been
                           exchanged immediately before such event or any record
                           date with respect to it.

                     (iii) In the case of the distribution of rights or warrants
                           to purchase Ordinary Shares referred to in clause
                           Paragraph 7(a)(i)(c)(y) hereof, the Company

                                      R-11

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                           shall adjust the Daily Amount by multiplying each of
                           the Share Components of the Daily Amount in effect on
                           the record date for the determination of holders of
                           Ordinary Shares entitled to receive those rights or
                           warrants by the following fraction.

                              (a) The numerator of this fraction shall be (x)
                                  the number of Ordinary Shares outstanding on
                                  such record date, plus (y) the number of
                                  additional Ordinary Shares offered for
                                  subscription or purchase by the terms of the
                                  rights or warrants.

                              (b) The denominator of this fraction shall be (x)
                                  the number of Ordinary Shares outstanding on
                                  such record date, plus (y) the number of
                                  additional Ordinary Shares which the total
                                  offering price of the total number of Ordinary
                                  Shares specified in Paragraph 7(a)(iii)(a)(y)
                                  hereof would purchase at the market price of
                                  the Ordinary Shares on the Business Day next
                                  following such record date, which number of
                                  additional Ordinary Shares shall be determined
                                  by:

                                       i.    multiplying that total number of
                                             Ordinary Shares by the exercise
                                             price of the rights or warrants,
                                             and

                                       ii.   dividing the product so obtained by
                                             the market price of Ordinary
                                             Shares, as reasonably determined by
                                             the Company.

                           Such adjustment shall become effective at the opening
                           of business on the Business Day next following the
                           record date for the determination of holders of
                           Ordinary Shares entitled to receive such rights or
                           warrants. If such rights or warrants expire before
                           the maturity of the SynDECS and Ordinary Shares are
                           not delivered by the terms of such rights or warrants
                           before such expiration, the Company shall readjust
                           the Share Components to the Share Components which
                           would then be in effect if the adjustments for the
                           issuance of such rights and warrants had been made on
                           the basis of delivery of only the number of Ordinary
                           Shares actually delivered by the terms of the rights
                           or warrants.

                     (iv)  In the case of an event referred to in Paragraphs
                           7(a)(i)(c) or 7(a)(i)(d) hereof (other than a
                           distribution of rights or warrants to purchase
                           Ordinary Shares), unless the Company elects to treat
                           such event as an Adjustment Event under Paragraph 8
                           hereof, the Company shall adjust the terms of the
                           SynDECS as the Company, in its reasonable judgment,
                           determines appropriate to preserve the economics of
                           the transaction.

                     (v)   Any Ordinary Shares issuable in payment of a dividend
                           shall be deemed to have been issued immediately prior
                           to the close of business on the

                                      R-12

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                           record date for such dividend for purposes of
                           calculating the number of outstanding Ordinary Shares
                           under this Paragraph 7. All adjustments to the Daily
                           Amount shall be calculated to the nearest 1/100,000th
                           of an ADS (or, if there is not a nearest 1/100,000th
                           of an ADS, to the next higher 1/100,000th of an ADS).

            (b)   Adjustment of the Closing Price. If an adjustment is made to
                  the Daily Amount pursuant to Paragraph 7(a)(i) hereof, an
                  adjustment shall also be made to the Closing Price as such
                  term is used throughout the definition of Daily Amount. The
                  required adjustment to the Closing Price shall be made on each
                  day for which a Daily Amount is calculated by multiplying the
                  Closing Price by the cumulative number or fraction determined
                  pursuant to the Daily Amount adjustment procedures described
                  in Paragraph 7(a) hereof.

   8.    Adjustment Events.

            (a)   Definition of Adjustment Event. "Adjustment Event" means:

                     (i)   any event described in Paragraphs 7(a)(i)(c) or
                           7(a)(i)(d) hereof (other than a distribution of
                           rights or warrants to purchase Ordinary Shares
                           described in Paragraph 7(a)(i)(c)(y) hereof) that the
                           Company elects to treat as subject to the provisions
                           of this Paragraph 8, and

                     (ii)  any of the following "Merger Events," in respect of
                           which the consideration for the relevant ADSs or
                           Ordinary Shares consists (or, at the option of the
                           holders of such ADSs or Ordinary Shares, may consist)
                           solely of Publicly Traded Equity,

                              (a) any reclassification or change of ADSs or
                                  Ordinary Shares that results in a transfer of
                                  or an irrevocable commitment to transfer all
                                  of such ADSs or Ordinary Shares outstanding;

                              (b) any consolidation, amalgamation or merger of
                                  News Corporation with or into another entity
                                  (other than a consolidation, amalgamation or
                                  merger in which News Corporation is the
                                  continuing entity and which does not result in
                                  any reclassification or change as described in
                                  Paragraph 8(a)(ii)(a) hereof); or

                              (c) any other takeover offer for ADSs or Ordinary
                                  Shares that results in a transfer of or an
                                  irrevocable commitment to transfer all such
                                  ADSs or Ordinary Shares (other than the ADSs
                                  or Ordinary Shares owned or controlled by the
                                  offeror).

            (b)   For purposes of a Merger Event,

                                      R-13

<PAGE>

                     (i)   "Publicly Traded Equity" means ADSs or Ordinary
                           Shares traded on a U.S. national securities exchange
                           or quoted on the Nasdaq National Market and

                     (ii)  "Merger Date" means, with respect to a Merger Event,
                           the effective date of the Merger Event.

            (c)   Delivery of Cash or Reported Securities after an Adjustment
                  Event.

                     (i)   After the occurrence of any Adjustment Event on or
                           prior to a Settlement Date, the Company shall deliver
                           cash or Reported Securities on the relevant
                           Settlement Date (or, if the cash or Reported
                           Securities have not yet been delivered to holders of
                           ADSs on the relevant Settlement Date, as soon as
                           practical after so delivered), instead of or (in the
                           case of an Adjustment Event described in Paragraph
                           8(a)(i) hereof) in addition to, ADSs.

                     (ii)  The cash or Reported Securities to be delivered shall
                           have a value equal to the Adjustment Event Amount.

                     (iii) "Adjustment Event Amount" means the sum of the Daily
                           Adjustment Event Amounts for each of the 10 Trading
                           Days beginning on November 5, 2008, January 12, 2009
                           and March 19, 2009 (subject to adjustment pursuant to
                           Paragraphs 5(h) if a Market Disruption Event occurs
                           and 5(a) hereof if the SynDECS are declared
                           immediately due and payable following an Event of
                           Default in accordance with Section 5.02 of the
                           Indenture).

                     (iv)  "Daily Adjustment Event Amount" means, for each of
                           such Trading Days described in Paragraph 8(c)(iii)
                           hereof, for each SynDECS, subject to the
                           anti-dilution adjustments described in Paragraph 7
                           hereof:

                              (a) if the Closing Price on the relevant Trading
                                  Day is more than the Threshold Appreciation
                                  Price, a fraction of the Transaction Value
                                  equal to the result of multiplying 1/30th of
                                  the Transaction Value by the sum of (x) the
                                  result of dividing the Reference Price by the
                                  Closing Price, plus (y) the result of dividing
                                  (i) the difference between the Closing Price
                                  and the Threshold Appreciation Price by (ii)
                                  the Closing Price;

                              (b) if the Closing Price on the relevant Trading
                                  Day is more than the Reference Price but less
                                  than or equal to the Threshold Appreciation
                                  Price, a fraction of the Transaction Value
                                  equal to the result of multiplying 1/30th of
                                  the Transaction Value by the result of
                                  dividing the Reference Price by the Closing
                                  Price;

                                      R-14

<PAGE>

                              (c) if the Closing Price on the relevant Trading
                                  Day is more than the Floor Price but less than
                                  or equal to the Reference Price, 1/30th of the
                                  Transaction Value plus an amount in cash equal
                                  to the result of multiplying 1/30 by the
                                  difference between the Reference Price and the
                                  Closing Price; and

                              (d) if the Closing Price is less than or equal to
                                  the Floor Price, 1/30th of the Transaction
                                  Value plus an amount in cash equal to the
                                  result of multiplying 1/30 by the difference
                                  between the Reference Price and the Floor
                                  Price.

                     (v)   If Reported Securities are delivered with respect to
                           an Adjustment Event, the Company shall deliver a
                           number of such Reported Securities equal to the
                           Adjustment Event Amount. In all other cases the
                           Company shall deliver the Adjustment Event Amount in
                           cash. Any Adjustment Event shall be deemed to occur
                           prior to a Settlement Date if it occurs or if the
                           record date therefor falls on or prior to the
                           Settlement Date. If a Reported Security delivered in
                           an Adjustment Event ceases to qualify as a Reported
                           Security prior to the relevant Settlement Date, the
                           Adjustment Event Amount shall be delivered in cash.

            (d)   Adjustment of Closing Price. Following an Adjustment Event,
                  the Closing Price shall be deemed to equal:

                     (i)   if ADSs are outstanding on any day when the Daily
                           Amount is calculated, the Closing Price of the ADSs,
                           as adjusted pursuant to Paragraph 7 hereof, otherwise
                           zero, plus

                     (ii)  the Transaction Value.

            (e)   Definition of Reported Securities. "Reported Securities" means
                  securities received by holders of ADSs in an Adjustment Event
                  that:

                     (i)   are

                              (a) listed on a United States national securities
                                  exchange, or

                              (b) reported on a United States national
                                  securities system subject to last sale
                                  reporting, or

                              (c) traded in the over-the-counter market and
                                  reported by Pink Sheets LLC or a similar
                                  organization, or

                              (d) securities for which bid and ask prices are
                                  available from at least three nationally
                                  recognized investment banking firms, and

                                      R-15

<PAGE>

                     (ii)  are either

                              (a) perpetual equity securities or

                              (b) non-perpetual equity or debt securities with a
                                  stated maturity after the final Settlement
                                  Date.

            (f)   "Transaction Value" means:

                     (i)   for any cash received in any Adjustment Event, the
                           amount of cash received per ADS,

                     (ii)  for any Reported Securities received in any
                           Adjustment Event, an amount equal to

                              (a) the Closing Price per unit of such Reported
                                  Securities on the date of determination
                                  multiplied by

                              (b) the number of such Reported Securities (as
                                  adjusted pursuant to Paragraph 7 hereof and
                                  this Paragraph 8) received per ADS, and

                     (iii) for any property received in any Adjustment Event
                           other than cash or Reported Securities, an amount
                           equal to the fair market value of the property
                           received per ADS on the date such property is
                           received or ceases to be a Reported Security, as
                           determined by a nationally recognized investment
                           banking firm, which may be an affiliate of the
                           Company, that the Company retains for this purpose;

                  provided, however, that in the case of Paragraph 8(f)(ii)
                  hereof, with respect to securities that are Reported
                  Securities by virtue of only Paragraph 8(e)(i)(d) hereof,
                  Transaction Value with respect to any such Reported Security
                  means the average of the mid-point of the last bid and ask
                  prices for such Reported Security as of the date of
                  determination from each of at least three nationally
                  recognized investment banking firms, which may include one or
                  more of the Company's affiliates, that the Company retains for
                  such purpose, multiplied by the number of such Reported
                  Securities (as adjusted under Paragraph 7 hereof and this
                  Paragraph 8) received per ADS.

                  For purposes of calculating the Transaction Value, any cash,
                  Reported Securities or other property receivable in an
                  Adjustment Event shall be deemed to have been received
                  immediately prior to the close of business on the record date
                  for such Adjustment Event or, if there is no record date for
                  such Adjustment Event, immediately prior to the close of
                  business on the effective date of such Adjustment Event.

            (g)   Other adjustments. If the SynDECS become exchangeable, in
                  whole or in part, into any property other than ADSs, such
                  exchange shall be subject to adjustment

                                      R-16

<PAGE>

                  in the same manner and upon the occurrence of the same types
                  of events described in Paragraph 7 hereof and in this
                  Paragraph 8 with respect to the ADSs. Each Holder of SynDECS
                  shall be responsible for the payment of any and all brokerage
                  and other transaction costs upon the sale of such other
                  property.

   9.    Mandatory Redemption Events and Partial Mandatory Redemption Events.

            (a)   Definitions. Each of the following are called "Mandatory
                  Redemption Events":

                     (i)   all the ADSs or Ordinary Shares or all the assets or
                           substantially all the assets of News Corporation are
                           nationalized, expropriated or are otherwise required
                           to be transferred to any governmental agency,
                           authority or entity;

                     (ii)  by reason of the voluntary or involuntary
                           liquidation, bankruptcy or insolvency of or any
                           analogous proceeding affecting News Corporation:

                              (a) all the ADSs or Ordinary Shares of News
                                  Corporation are required to be transferred to
                                  a trustee, liquidator or other similar
                                  official, or

                              (b) holders of the ADSs or Ordinary Shares of News
                                  Corporation become legally prohibited from
                                  transferring them;

                     (iii) any Merger Event in respect of which the
                           consideration for the relevant ADSs or Ordinary
                           Shares consists solely of assets other than Publicly
                           Traded Equity; and

                     (iv)  any Merger Event in respect of which the
                           consideration for the relevant ADSs or Ordinary
                           Shares consists of Publicly Traded Equity and assets
                           other than Publicly Traded Equity, unless the Company
                           elects to treat such event as a Partial Mandatory
                           Redemption Event.

                  For purposes of determining whether a Merger Event satisfies
                  Paragraphs 9(a)(iii), 9(a)(iv) or 8(a)(ii) hereof, to the
                  extent holders of an ADS or Ordinary Share are entitled to
                  elect the form of consideration in a Merger Event, the
                  consideration shall consist of Publicly Traded Equity to the
                  maximum extent permitted. If an event described in Paragraph
                  9(a)(iv) hereof occurs, the Company may elect to treat such
                  event as a "Partial Mandatory Redemption Event" instead of
                  treating such event as a Mandatory Redemption Event.

            (b)   Mandatory Redemption and Payment Upon Occurrence of a
                  Mandatory Redemption Event or a Partial Mandatory Redemption
                  Event.

                     (i)   In the case of a Mandatory Redemption Event, the
                           SynDECS shall be automatically redeemed as of the
                           date of the occurrence of such Mandatory Redemption
                           Event, and the Company shall pay to Holders of

                                      R-17

<PAGE>

                           the SynDECS an amount per SynDECS determined as set
                           forth in Paragraph 9(b)(ii), with payment to be made
                           not later than three Business Days following the
                           occurrence of such Mandatory Redemption Event.

                     (ii)  The Calculation Agent shall determine the amount
                           payable to Holders of the SynDECS based on its
                           reasonable judgment and based on quotations sought
                           from four leading equity derivatives dealers, which
                           may include an affiliate of the Company, that the
                           Calculation Agent retains for this determination.
                           Each quotation shall represent the quoting dealer's
                           expert opinion as to the fair value to the holder of
                           a SynDECS on the date the Mandatory Redemption Event
                           occurs of a forward contract with terms that would
                           preserve for the Holder the economic equivalent of
                           any payment or delivery in respect of a SynDECS that
                           would have been required after that date but for the
                           occurrence of the Mandatory Redemption Event. The
                           Calculation Agent shall provide to each dealer from
                           which it seeks a quotation following a Mandatory
                           Redemption Event the following information, which
                           shall serve as the basis for the dealer's
                           calculation:

                              (a) a volatility equal to the average of the
                                  volatilities of the ADSs, (calculated by
                                  referring to the closing price of the ADSs)
                                  for a period equal to the number of days
                                  between the Announcement Date and the relevant
                                  Trading Day for calculation of the Daily
                                  Amount, for each Exchange Business Day during
                                  the two-year historical period ending on the
                                  Announcement Date;

                              (b) dividends based on, and payable on the same
                                  dates as, amounts to have been paid in respect
                                  of gross ordinary cash dividends on the ADSs
                                  in the calendar year ending on the
                                  Announcement Date; and

                              (c) a value ascribed to the ADSs equal to the
                                  consideration, if any, paid in respect of such
                                  ADSs to holders of such ADSs at the time of
                                  the Mandatory Redemption Event.

                     (iii) "Announcement Date" means, as determined by the
                           Calculation Agent,

                              (a) in the case of Paragraph 9(a)(i) hereof, the
                                  date of the first public announcement of a
                                  firm intention to nationalize (whether or not
                                  amended or on the terms originally announced)
                                  that leads to that event;

                              (b) in the case of Paragraph 9(a)(ii) hereof, the
                                  date of the first public announcement of the
                                  institution of a proceeding or presentation of
                                  a petition or passing of a resolution (or
                                  other analogous procedure in any jurisdiction)
                                  that leads to that event; and

                                      R-18

<PAGE>

                              (c) in the case of Paragraphs 9(a)(iii) or
                                  9(a)(iv) hereof, the date of the first public
                                  announcement of a firm intention to merge or
                                  make an offer (whether or not amended or on
                                  the terms originally announced) that leads to
                                  such event.

                     (iv)  If more than three quotations are provided, the
                           amount shall be the arithmetic mean of the
                           quotations, without regard to the quotations having
                           the highest and the lowest values. If exactly three
                           quotations are provided, the amount shall be the
                           quotation remaining after disregarding the highest
                           and the lowest quotations. For this purpose, if more
                           than one quotation has the same highest or lowest
                           value, then one of such quotations shall be
                           disregarded. If two quotations are provided, the
                           amount shall be the arithmetic mean of the
                           quotations. If one quotation is provided, the amount
                           shall equal the quotation. If no quotation is
                           provided, the amount shall be determined by the
                           Calculation Agent.

                     (v)   If a Partial Mandatory Redemption Event occurs, the
                           SynDECS shall be automatically redeemed in part, as
                           follows:

                              (a) the Calculation Agent shall determine the
                                  amount that would be payable in respect of a
                                  SynDECS assuming the event were treated as a
                                  Mandatory Redemption Event, which is referred
                                  to as the "Component Termination Amount";

                              (b) the Company shall pay to Holders of the
                                  SynDECS three Business Days following the
                                  occurrence of the Partial Mandatory Redemption
                                  Event an amount per SynDECS equal to the
                                  Component Termination Amount multiplied by a
                                  percentage (the "Other Consideration
                                  Percentage"), determined by dividing (x) the
                                  value of the consideration other than Publicly
                                  Traded Equity to be received by a holder of
                                  one ADS in the relevant Merger Event (as
                                  determined by the Calculation Agent as of the
                                  Merger Date) by (y) the value of the total
                                  consideration to be received by a holder of
                                  one ADS in the relevant Merger Event (as
                                  determined by the Calculation Agent as of the
                                  Merger Date); and

                              (c) the portion of the SynDECS that is not
                                  redeemed shall continue with respect to the
                                  consideration consisting of Publicly Traded
                                  Equity and the provisions of Paragraph 8 apply
                                  to that portion of the consideration that
                                  consists of Publicly Traded Equity, and in
                                  addition, the Company shall reduce the
                                  Threshold Appreciation Price, the Reference
                                  Price and the Floor Price by multiplying each
                                  by one minus the Other Consideration
                                  Percentage.

   10.   Fractional Shares. The Company shall not deliver fractional ADSs in
         exchange for the SynDECS. If more than one SynDECS is held or
         surrendered at one time by the same

                                      R-19

<PAGE>

         Holder, the number of full ADSs or related securities to be delivered
         on a Settlement Date shall be computed on the basis of the total number
         of SynDECS so held or surrendered at the relevant Settlement Date.
         Instead of delivering any fractional share or security, each such
         Holder shall be entitled to receive an amount in cash equal to the
         value of such fractional share based on the Closing Price on the
         Trading Day immediately preceding the relevant Settlement Date. Any
         cash amounts owed by the Company to Holders of the SynDECS shall be
         rounded to the nearest cent (with one-half cent being rounded upwards).

   11.   Global Securities. Upon issuance, all SynDECS shall be represented by
         one or more fully registered global securities (the "Global
         Securities"). Each such Global Security shall be deposited with, or on
         behalf of, The Depository Trust Company ("DTC") and registered in the
         name of DTC or a nominee thereof. Unless and until it is exchanged in
         whole or in part for SynDECS in definitive form, no Global Security may
         be transferred except as a whole by DTC to a nominee of DTC or by a
         nominee of DTC to DTC or another nominee of DTC or by DTC or any such
         nominee to a successor of DTC or a nominee of such successor.

   12.   Form of Payment. The Company shall make all payments of interest on the
         SynDECS, and any cash payments on a Settlement Date, in immediately
         available funds.

   13.   Taxes.

            (a)   The Company will pay any and all documentary, stamp, transfer
                  or similar taxes that may be payable in respect of the
                  transfer and delivery of ADSs (or Reported Securities)
                  pursuant hereto; provided, however, that the Company shall not
                  be required to pay any such tax which may be payable in
                  respect of any transfer involved in the delivery of ADSs (or
                  Reported Securities) in a name other than that in which the
                  SynDECS so exchanged were registered, and no such transfer or
                  delivery shall be made unless and until the person requesting
                  such transfer has paid to the Company the amount of any such
                  tax, or has established, to the satisfaction of the Company,
                  that such tax has been paid.

            (b)   The Company and each Holder of a SynDECS by its acquisition of
                  a SynDECS hereby agree (in the absence of an administrative
                  determination or judicial ruling to the contrary):

                     (i)   to characterize the SynDECS for all tax purposes as a
                           forward purchase contract to purchase ADSs on each of
                           the three Settlement Dates on which the Company
                           delivers ADSs to the Holder (subject to the Company's
                           right to deliver cash in lieu of ADSs) under the
                           terms of which:

                              (a) at the time of issuance of the SynDECS the
                                  Holder deposits irrevocably with the Company a
                                  fixed amount of cash equal to the purchase
                                  price of the SynDECS to assure the fulfillment
                                  of the

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<PAGE>

                                  Holder's purchase obligations described in
                                  clause (c) below, one-third of which deposit
                                  generally will unconditionally and irrevocably
                                  be applied on each of the three Settlement
                                  Dates to satisfy such obligations;

                              (b) the Company will be obligated to pay a return
                                  on such deposit at a rate equal to the stated
                                  rate of interest (as it may be adjusted from
                                  time to time upon the occurrence of any
                                  Dividend Adjustment Events) on the SynDECS as
                                  compensation to the Holder for the Company's
                                  use of such cash deposit during the term of
                                  the SynDECS; and

                              (c) on each of the three Settlement Dates,
                                  generally one-third of such cash deposit
                                  unconditionally and irrevocably will be
                                  applied by the Company in full satisfaction of
                                  the Holder's obligation under the forward
                                  purchase contract with respect to that
                                  Settlement Date, and the Company will deliver
                                  to the Holder the number of ADSs, and the
                                  amount of cash, if any, that the Holder is
                                  entitled to receive at that time pursuant to
                                  the terms of the SynDECS (subject to the
                                  Company's right to deliver cash in lieu of
                                  ADSs);

                     (ii)  to treat, consistent with the characterization in
                           Paragraph 13(b)(i) hereof,

                              (a) amounts paid to the Company in respect of the
                                  original issue of a SynDECS as allocable in
                                  their entirety to the amount of the cash
                                  deposit attributable to such SynDECS; and

                              (b) amounts denominated as interest that are
                                  payable with respect to the SynDECS as
                                  ordinary income payable on the amount of such
                                  deposit, includible annually in the Holder's
                                  income in accordance with such Holder's method
                                  of accounting; and

                     (iii) to file all United States federal, state and local
                           income and franchise tax returns consistent with the
                           forward purchase contract characterization (unless
                           required otherwise by an applicable taxing
                           authority).

   14.   Notice of Adjustments and Certain Other Events.

            (a)   Whenever the Closing Price is adjusted as herein provided or
                  an Adjustment Event occurs, the Company shall:

                     (i)   forthwith compute the adjusted Share Components and
                           prepare a certificate signed by an officer of the
                           Company setting forth the adjusted Share Components,
                           the method of calculation thereof in reasonable
                           detail and the facts requiring such adjustment and
                           upon which such adjustment is based, which
                           certificate shall be conclusive, final and

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                           binding evidence of the correctness of the
                           adjustment, and file such certificate forthwith with
                           the Trustee; and

                     (ii)  within ten Business Days following the occurrence of
                           an event that permits or requires an adjustment to
                           the Daily Amount pursuant to Paragraph 7 hereof
                           (each, a "Dilution Event"), an Adjustment Event that
                           permits or requires a change in the consideration to
                           be received by Holders pursuant to Paragraph 8
                           hereof, or a Mandatory Redemption Event or a Partial
                           Mandatory Redemption Event, each as described in
                           Paragraph 9 hereof (or, in any case, if the Company
                           is not aware of such occurrence, as soon as
                           practicable after becoming so aware), provide written
                           notice to the Trustee and to the Holders of the
                           outstanding SynDECS of the occurrence of such event,
                           including, in the case of a Dilution Event or
                           Adjustment Event, a statement in reasonable detail
                           setting forth the method by which any adjustment to
                           the Daily Amount or change in the consideration to be
                           received by Holders of SynDECS following the
                           Adjustment Event was determined and setting forth the
                           factors by which the Closing Price and the Share
                           Components are to be adjusted in order to determine
                           which clause of the Daily Amount definition shall
                           apply on each day on which a Daily Amount is required
                           to be calculated, and in the case of a Mandatory
                           Redemption Event or a Partial Mandatory Redemption
                           Event the date on which the SynDECS shall be redeemed
                           and the amount payable to Holders of SynDECS upon
                           such redemption..

            (b)   In case at any time while any of the SynDECS are outstanding
                  the Company becomes aware that:

                     (i)   News Corporation will declare a dividend (or any
                           other distribution) on or in respect of the ADSs to
                           which Paragraph 7 shall apply;

                     (ii)  News Corporation will authorize the issuance to all
                           holders of the ADSs or Ordinary Shares of rights or
                           warrants to subscribe for or purchase ADSs or
                           Ordinary Shares or of any other subscription rights
                           or warrants; or

                     (iii) there will occur any conversion or reclassification
                           of News Corporation (other than a subdivision or
                           combination of outstanding ADSs or Ordinary Shares)
                           or any consolidation, amalgamation or merger to which
                           News Corporation is a party and for which approval of
                           any stockholders of News Corporation is required;

                  then, if the Company becomes aware of the information
                  described in clause (x) and (y) below within a reasonable
                  amount of time in advance of the delivery and filing
                  requirements set forth in this subparagraph (b), the Company
                  shall cause to be delivered to the Trustee, and shall promptly
                  cause to be mailed to the Holders

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                  of SynDECS at their last addresses as they shall appear upon
                  the registration books of the Security Registrar, at least ten
                  days before the date hereinafter specified (or the earlier of
                  the dates hereinafter specified, in the event that more than
                  one is specified), a notice stating (x) the date on which a
                  record is to be taken for the purpose of such dividend,
                  distribution or grant of rights or warrants or, if a record is
                  not to be taken, the date as of which holders of the ADSs or
                  Ordinary Shares of record to be entitled to such dividend,
                  distribution or grant of rights or warrants are to be
                  determined, or (y) the date, if known by the Company, on which
                  such conversion, reclassification, consolidation, amalgamation
                  or merger is expected to become effective. Following any
                  Adjustment Event, the provisions of this Paragraph 14(b) shall
                  apply with respect to any Reported Securities in the same
                  manner as with respect to News Corporation and the ADSs.

            (c)   On or prior to each Settlement Date, the Company shall notify
                  the Trustee, and the Trustee shall promptly thereafter publish
                  a notice in a daily newspaper of national circulation stating
                  whether and the extent to which the Company shall deliver, in
                  accordance with Paragraph 5(l), ADSs or cash (and/or, in
                  accordance with Paragraph 8, cash or Reported Securities) on
                  the relevant Settlement Date. The Trustee shall notify DTC of
                  the form of consideration to be delivered by the Company.

            (d)   After the close of business on the Business Day immediately
                  preceding each Settlement Date of the SynDECS, the Company
                  shall notify the Trustee in writing of the number of ADSs
                  and/or Reported Securities, and/or the amount of cash to be
                  paid per SynDECS.

            (e)   If a Market Disruption Event occurs during the period
                  beginning on November 5, 2008, January 12, 2009 or March 19,
                  2009 and ending upon completion of the 10 Trading Day period
                  for determining the Daily Amounts for the applicable
                  Settlement Date, the Company shall cause notice of such Market
                  Disruption Event to be delivered to the Trustee, and shall
                  promptly cause notice of such Market Disruption Event to be
                  mailed to the Holders of the SynDECS at their last addresses
                  as they shall appear upon the registration books of the
                  Security Registrar.

            (f)   If a Dividend Adjustment Event occurs, the Company shall cause
                  notice of such Dividend Adjustment Event to be delivered to
                  the Trustee, and shall, prior to the relevant record date of
                  the occurrence of such event, cause notice of such Dividend
                  Adjustment Event to be mailed to the Holders of the SynDECS at
                  their last addresses as they shall appear upon the
                  registration books of the Security Registrar, indicating in
                  that notice whether the Company elects to adjust the interest
                  payment or the Threshold Appreciation Price. The Company shall
                  cause notice of the relevant adjustments to be delivered to
                  the Trustee, and shall, promptly following the relevant record
                  date of such adjustments, cause notice of such adjustments to
                  be mailed to the Holders of the SynDECS at their last

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                  addresses as they shall appear upon the registration books of
                  the Security Registrar.

   15.   Calculation Agent. The Calculation Agent, which may be an affiliate of
         the Company, shall be selected by the Company in its reasonable
         discretion. All determinations made by the Calculation Agent shall be
         at the sole discretion of the Calculation Agent and shall, in the
         absence of manifest error, be conclusive for all purposes and binding
         on the Company and the Holders of the SynDECS.

GENERAL

                  This Note is one of a duly authorized issue of debt securities
of the Company (the "Debt Securities"), issued and to be issued in one or more
series under a Senior Debt Indenture, dated as of October 27, 1993, as
supplemented by a First Supplemental Indenture, dated as of November 28, 1997, a
Second Supplemental Indenture, dated as of July 1, 1999, and as further
supplemented from time to time (the "Indenture"), between the Company and The
Bank of New York, as Trustee (the "Trustee," which term includes any successor
trustee under the Indenture), to which Indenture reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the holders of the SynDECS, and the
terms upon which the SynDECS are, and are to be, authenticated and delivered.

                  If an Event of Default with respect to the Notes shall have
occurred and be continuing, the principal of the Notes may be declared due and
payable in the manner and with the effect provided in the Indenture. In such
case each Settlement Date that has not yet occurred shall be accelerated and the
Total Exchange Shares for each such Settlement Date shall be calculated using
the Daily Amounts for any Trading Days in respect of that Settlement Date that
have already occurred and, with respect to each Trading Day that has not already
occurred, the Daily Amount for the date upon which the SynDECS are so declared
to be immediately due and payable. In case of default at Maturity (as defined in
the Indenture), this Note shall continue to accrue interest, on the basis
provided for in Paragraph 4 hereof, payable upon demand of the beneficial owners
of this Note in accordance with the terms of the SynDECS, from and after
Maturity through the date when the principal amount of this Note has been
exchanged for ADSs or other property (or the equivalent value in cash) in
accordance with the Indenture.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Debt Securities
of each series to be affected under the Indenture at any time by the Company and
by the Holders of a majority in aggregate principal amount of the Debt
Securities at the time Outstanding of each series affected thereby. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Debt Securities of any series
at the time Outstanding, on behalf of the Holders of all Debt Securities of such
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer

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hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.

                  The Holder of this Note may not enforce such Holder's rights
pursuant to the Indenture or the Notes except as provided in the Indenture. No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company to pay the amounts
due under this Note, and to pay any interest on any overdue amount at the time,
place and rate, and in the coin or currency, herein prescribed.

                  All terms used in this Note which are defined in the Indenture
but not in this Note shall have the meanings assigned to them in the Indenture.

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