Date: August 16, 2004

Exhibit

Page No. in Sequential
Numbering System

A.

Feature

1.

2.

3.

The preferred shares generally vote together with the ordinary shares (as a single class) only:

1.      on a proposal to reduce share capital, to wind up or during the winding up of the company, or on a proposal for the disposal of the whole of the property of the company;

2.      on a proposal that affects the rights attached to the preferred shares;

3.      when any dividend with respect to preferred shares is in arrears; and

4.      on a proposal to approve the terms of a buy-back agreement.

Preferred shares are also entitled to vote as a separate class with respect to the issue of other preference shares ranking prior to (or conversion of shares into preference shares ranking prior to or equally with) the preferred shares.

Class A Common Stock vote together with the holders of Class B Common Stock as a single class on the following matters only:

1.      on a proposal to dissolve or liquidate;

2.      on a proposal to sell, lease or exchange all or substantially all of the company’s property and assets;

3.      on a proposal to merge or consolidate if the company’s stockholders would own less than 60% of the surviving company; and

4.      on any matter to come before stockholders during a period in which a dividend on the Class A Common Stock is declared and remains unpaid after the payment date.

Under Delaware law, directors are generally entitled to approve capital reductions (other than reductions in par value), buy backs and issuances of additional securities (including preferred securities) if the class has previously been authorized. A class vote by shareholders of an affected class would be required in connection with amendments to the certificate of incorporation that adversely affect the rights, powers or preferences of a class, or change the par value of a class.

Class A Common Stock generally would lose its current ability to vote on:

1.      capital reductions (Under Delaware law the Board generally may approve);

2.      buy-back arrangements (Under Delaware law the Board generally may approve); and

3.      certain issuances of additional stock (Delaware charter has “blank check” authority regarding further issuance of Series Common Stock and Preferred Stock).

Class A Common Stock generally would gain the ability to vote on:

1.      the sale of “substantially all” of the company’s assets (as opposed to their current ability to vote only on the disposal of the whole of the company’s assets); and

2.      a merger or consolidation where the company’s stockholders would own less than 60% of the resulting company.

Feature

4.

Full voting rights.

Under Australian law, matters that are submitted to a stockholder vote generally will pass if approved by a majority of the votes cast. On a show of hands each shareholder has one vote and on a poll a shareholder has one vote for each share held. Generally matters are voted on a poll.

Full voting rights.

Except as set forth below, matters that are submitted to a stockholder vote generally will pass if approved by a majority of the votes cast at a shareholder meeting (and a majority of the votes outstanding in case of significant events such as a proposed merger, sale of substantially all company assets, dissolution or charter amendment).

5.

Directors are elected by majority vote of the ordinary shares (except in limited circumstances where preferred dividends are in arrears, in which case preference shares vote with ordinary shares).

TNCL shareholders may remove a director for any reason with the vote of a majority of the votes cast at a shareholder meeting.

Directors will be elected by a plurality vote of the Class B shares.

Directors can only be removed by a majority vote of all of the outstanding Class B shares (as opposed to a majority of the votes cast) and only for cause.

Feature

6.

Under Australian law, a 75% vote (of the votes cast) is required for certain significant actions, including a change to the Constitution, change of the corporate name, and a proposal to voluntarily liquidate and wind up the company.

To approve a scheme of arrangement between the company and its members, the voting majority required at each meeting is (i) a majority in number of the stockholders who vote in person or by proxy and (ii) at least 75% of the votes cast at the meeting. Each class of securities votes separately.

Under the News Corp US Charter, a supermajority vote (65% of the outstanding Class B shares) is required to:

1.      amend the by-laws of the company by stockholder action; and

2.      amend certain provisions of the charter dealing with the number and election of directors, restrictions on stock transfer/ownership, action of stockholders by written consent or amendment to the charter.

7.

Subject to certain exceptions, the ASX Listing Rules prohibit the following unless prior shareholder approval is obtained:

1.      the issuance (or agreement to issue) by a company of equity securities to a related party;

2.      the issuance (or agreement to issue) by the company of equity securities in any 12-month period which amount to more than 15% of its ordinary securities (this limit does not apply to the issuance of preferred shares by TNCL);

NYSE rules generally require stockholder approval (of a majority of the votes cast, with the requirement that the total votes cast, both for and against the matter, are at least 50% of all votes entitled to be cast) of an issuance of common stock:

1.      to a related party or its affiliate if the number of common shares issued exceeds 1% of either the total number of common shares outstanding or of the voting power outstanding before the issuance (or 5% if the issuance relates to a sale of stock for cash at a sufficiently high price);

3.      the disposal of a company’s main undertaking;

4.      the acquisition of a substantial asset from, or the disposal of a substantial asset to, (i) a related party, (ii) a subsidiary, (iii) a substantial shareholder or (iv) an associate of a person referred to in the preceding paragraphs; and

if required by the ASX, a significant change in the nature or scale of the company’s activities.

2.      that will amount to 20% or more of either the voting power or the number of common shares outstanding; and

3.      in connection with a change of control of the company.

8.

Under the Corporations Act, a general meeting must be called by, inter alia, the directors when required to do so by shareholders holding at least 5% of the total votes that may be cast at the general meeting or by at least 100 shareholders who are entitled to vote at the general meeting.

In addition, shareholders holding at least 5% of the votes that may be cast at a meeting may call a meeting at their expense.

9.

Preferred shares are entitled to preferential dividends not to exceed the greater of:

1.      the amount declared by the directors not to exceed 15 centum per annum (which we understand means 15% of the A$0.50 capital or A$0.075 per year), and

2.      an amount equal to 120% of the dividends declared during a financial year on an ordinary share.

In the event dividends are declared by the Board of Directors, Class A Common shares are entitled, during fiscal 2005, 2006 and 2007, to dividends equal to the greater of:

1.      the amount declared by the directors not to exceed $0.10 per year; and

2.      120% of the dividends declared with respect to a fiscal year on the Class B shares.

This dividend right will rank pari passu with the right to dividends conferred on holders of Class B shares.

Thereafter, the Class A holders will be entitled to receive an amount equal to the amount of dividends payable with respect to a fiscal year on the Class B Common Stock.

10.

Under the TNCL Charter, a person may not offer to acquire, or procure an offer to be made on behalf of a person to acquire, any ordinary or preferred share pursuant to a takeover scheme, takeover announcement or general offer unless such scheme, announcement or offer is made contemporaneously to the other class on comparable terms, which include the same consideration per share (except such differences as are attributable to accrued dividends).

In addition, the Corporations Act contains various provisions relating to share acquisitions, including a requirement that a person cannot acquire voting securities if the acquisition would result in a person increasing his voting power from 20% (or below) to more than 20% or from a starting point that is above 20% and below 90%, without making an offer to all shareholders on the same terms.

Under the News Corp US Charter, a holder of Class A Common Stock or Class B Common Stock may not sell, exchange or transfer such shares to a person who has made an offer for 15% or more of the shares of either class, unless such offer relates to both the Class A Common Stock and the Class B Common Stock (or if the offer relates only to one class, there is a contemporaneous offer for the other class) and the terms of the offer to both classes (or each class) are comparable. “Comparable” means that the percentage of outstanding shares of each class sought to be acquired, the rights and conditions of the offer and the amount of consideration offered per share are each substantially identical in regards to the Class A and Class B shares. The above provision would not apply to a merger, sale of all or substantially all the assets of the company, tender offer or exchange offer that is approved by the board or to negotiated private transactions.

The above provision also differs from the provision in the TNCL Charter which is triggered by a “takeover offer” under the Corporations Act. Unlike under the News Corp US Charter, under the TNCL Charter, an acquisition of less than 15% may require a comparable offer if that acquisition takes the acquiror above 20% or if, prior to the acquisition, the acquiror already holds 20% or more.

The News Corp US charter further provides that in the event of any merger or consolidation of News Corp US with or into another entity, the holders of Class A Common Stock and the holders of Class B Common Stock will be entitled to receive substantially identical per share consideration.

News Corp US plans to opt out of DGCL 203 (the Delaware business combinations statute).

The News Corp US provision exempts board-approved tender or exchange offers from the requirement regarding “comparable” offers.

Delaware law does not contain a compulsory offer provision similar to the Australian Corporations Act provision.

After the reorganization QPL and the Cruden Group, wholly owned subsidiaries of News Corp US, will own shares in News Corp US.

The News Corp US charter provides that shares owned by any News Corp US subsidiary (“Hook Stock”):

1.      will not be entitled to vote or be counted for quorum purposes;

2.      will not be entitled to receive cash or property dividends;

3.      will not be counted as outstanding for any voting requirements, for purposes of applicable securities laws or other regulations or for any other purpose (except as otherwise specified); and

4.      may not be transferred to any person who has triggered the “comparable offer” provision of the charter, regardless of the terms of such offer.