S-8 POS

As filed with the Securities and Exchange Commission on April 17, 2008.

Registration No. 333-137651

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

THOMSON REUTERS PLC

(Exact name of registrant as specified in its charter)

England and Wales	N/A
(State or other jurisdiction of incorporation	(I.R.S. Employer Identification No.)
or organization)

3 Times Square
New York, New York 10036, United States
(646) 223-4000
(Address of principal executive offices and zip code)

Reuters Group PLC Long-Term Incentive Plan 1997
Reuters Group PLC Discretionary Stock Option Plan, as amended
Reuters Group PLC International SAYE Share Option Plan 1997, as amended
Reuters Group PLC Restricted Share Plan, as amended
Reuters Group PLC Global Restricted Share Plan
Amended and Restated Reuters America Inc. Employee Stock Purchase Plan

(Full title of the plans)

Thomson Holdings Inc.
Attn: Deirdre Stanley, Executive Vice President and General Counsel
3 Times Square
New York, New York 10036, United States
(Name and address of agent for service)

(646) 223-4000
(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ  Accelerated filer o  Non-accelerated filer   o
(Do not check if a smaller reporting company) Smaller reporting company o 

TABLE OF CONTENTS

EX-4.5: DISCRETIONARY STOCK OPTION PLAN, AS AMENDED

EX-4.6: INTERNATIONAL SAYE SHARE OPTION PLAN 1997, AS AMENDED

EX-4.7: RESTRICTED SHARE PLAN, AS AMENDED

EX-5.1: OPINION OF ALLEN & OVERY LLP

EX-23.1: CONSENT OF PRICEWATERHOUSECOOPERS LLP, TORONTO, CANADA FOR THOMSON

EX-23.2: CONSENT OF PRICEWATERHOUSECOOPERS LLP, LONDON, ENGLAND, FOR REUTERS

EXPLANATORY NOTE

     On April 17, 2008, The Thomson Corporation (“Thomson”), renamed Thomson Reuters Corporation as of April 17, 2008, acquired Reuters Group PLC (“Reuters”) by implementing a dual listed company (“DLC”) structure (the “Transaction”). Under the DLC structure, Thomson Reuters has two parent companies, both of which are publicly listed:

• Thomson Reuters Corporation; and

• Thomson Reuters PLC (the “Registrant” or “Thomson Reuters PLC”).

     Thomson Reuters PLC is the successor issuer to Reuters. As the successor issuer to Reuters, Thomson Reuters PLC ordinary shares have been deemed to be registered under Section 12(b) of the Exchange Act by operation of Rule 12g-3(c).

     To effect the Transaction, Reuters was indirectly acquired by a subsidiary of Thomson Reuters PLC through a scheme of arrangement under section 425 of the UK Companies Act (the “Reuters Scheme”). Under the Reuters Scheme, all of the issued and outstanding Reuters ordinary shares were cancelled, and Reuters shareholders were entitled to receive, for each Reuters ordinary share held, 352.5 pence in cash and 0.16 Thomson Reuters PLC ordinary shares.

     This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-137651 (the “Registration Statement”)), relates to (i) the Reuters Group PLC Long-Term Incentive Plan 1997, (ii) the Reuters Group PLC Discretionary Stock Option Plan, as amended, (iii) the Reuters Group PLC International SAYE Share Option Plan 1997, as amended, (iv) the Reuters Group PLC Restricted Share Plan, as amended, (v) the Reuters Group PLC Global Restricted Share Plan and (vi) the Amended and Restated Reuters America Inc. Employee Stock Purchase Plan is filed by Thomson Reuters PLC pursuant to Rule 414 under the Securities Act of 1933, as amended, to reflect: (x) that pursuant to the Transaction, Thomson Reuters PLC succeeded to the plans described herein and as set forth on the cover page hereto (collectively, the “Plans”) and adopts the Registration Statement as its own for all purposes under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (y) to amend certain of the Plans to provide for the issuance of Thomson Reuters PLC ordinary shares and the cash consideration provided under the Reuters Scheme on substantially the same terms as provided in the Reuters Scheme to participants of the Plans upon the exercise of an option or award granted under the Plans following the closing of the Transaction and (z) to deregister all securities that were previously registered and have not been sold or otherwise issued under the Plans as of the date of filing of this Post-Effective Amendment No. 1.

          The contents of the Registration Statement is hereby incorporated by reference pursuant to General Instruction E to Form S-8.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The documents containing the information specified in Part I of Form S-8 will be sent or given to participants in the Plans as specified under Rule 428(b)(1) under the Securities Act. These documents are not required to be, and are not being, filed by Thomson Reuters PLC with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents, together with the documents incorporated by reference herein pursuant to Item 3 of Part II of this Registration Statement, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

          The following documents which have been previously filed by the Registrant with the Commission pursuant to the Exchange Act, are incorporated by reference into this Post Effective Amendment No. 1 and shall be deemed to be a part hereof:

• Thomson Reuters PLC’s Annual Report on Form 20-F for the fiscal year ended December 31, 2007 filed with the Commission on April 17, 2008, which includes the description of its ordinary shares and a description of the American Depositary Shares, evidenced by American Depositary Receipts, representing its ordinary shares, and any amendments or reports filed for the purpose of updating such description.

          In addition, all other documents filed by the Registrant with the Commission pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this Registration Statement, and prior to the filing of a post-effective amendment to this Registration Statement, which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold, and any Form 6-K during such period or portions thereof that are identified in such form as being incorporated by reference into this Registration Statement, shall be deemed to be incorporated into and made a part of this Registration Statement, from the date of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to collectively as the “Incorporated Documents”).

          Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

          Not Applicable.

Item 5. Interests of Named Experts and Counsel.

          The validity of the Thomson Reuters PLC ordinary shares being registered hereunder will be passed upon by Allen & Overy LLP. As of the date of this Post-Effective Amendment No. 1, the partners and associates of Allen & Overy LLP owned beneficially, directly or indirectly, less than 1% of the outstanding securities of Thomson Reuters PLC.

Item 6. Indemnification of Directors and Officers.

          Thomson Reuters PLC’s directors are indemnified by it to the extent permitted by applicable laws and regulations.

          Under the UK Companies Act, a company may not directly or indirectly indemnify a director of a company in connection with any negligence, default, breach of duty or breach of trust by the director in relation to the company unless the indemnity constitutes a “qualifying third party indemnity provision”. An indemnity will be a “qualifying third party indemnity provision” for the purposes of the UK Companies Act, provided that it does not indemnify the director against any liability the director incurs:

• to the company or to an associated company (an associated company is, in effect, a company in the same group);

• to pay a criminal fine or a regulatory penalty;

• in defending criminal proceedings in which the director is convicted;

• in defending civil proceedings brought by the company, or an associated company, in which judgment is given against the director; or

• in an unsuccessful application for relief from liability under the UK Companies Act.

          Thomson Reuters PLC maintains, at its expense, a directors’ and officers’ liability insurance policy that provides protection for its directors and officers against liability incurred by them in their capacities as such. This policy provides for a limit of at least $100 million for each claim and $100 million in the aggregate and there is no deductible for this coverage. The insurance applies in certain circumstances where Thomson Reuters PLC may not indemnify its directors and officers for their acts or omissions.

Item 7. Exemption from Registration Claimed.

          Not applicable.

Item 8. Exhibits.

          A list of exhibits included as part of this Post Effective Amendment No. 1 is set forth in the Exhibit Index to this Post Effective Amendment No. 1.

          In accordance with Item 8 of Form S-8, this Post Effective Amendment No. 1 does not include Exhibit 5 — Opinion regarding legality for ERISA plans as the Registrant undertakes that, as applicable, the ERISA plans and any amendments thereto have been or will be submitted to the Internal Revenue Service in a timely manner and all changes required by the Internal Revenue Service in order to qualify the ERISA plans under Section 401 of the Internal Revenue Code have been or will be made.

Item 9. Undertakings.

     (a) The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

     (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

     (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

     (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration

statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (4) If the Registrant is a foreign private issuer, to file a post-effective amendment to the Registration Statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering to throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided , that the Registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to Registration Statements of Form F-3, a post effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended that are incorporated by reference in the Form F-3.

     (5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

     The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

     (i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);

     (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned registrant;

     (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

     (iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

     (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 17^th day of April 2008.

THOMSON REUTERS PLC
By:	/s/ Deirdre Stanley
	Name:	Deirdre Stanley
	Title:	Executive Vice President and General Counsel

POWER OF ATTORNEY

          Each person whose signature appears below constitutes and appoints Thomas H. Glocer, Robert D. Daleo and Deirdre Stanley, or any of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on this 17^th day of April 2008:

Signature	Title
/s/ Thomas H. Glocer Thomas H. Glocer	Chief Executive Officer and Director (principal executive officer)
	Executive Vice President and Chief Financial Officer (principal financial officer)
/s/ Robert D. Daleo Robert D. Daleo
	Senior Vice President, Controller and Chief Accounting Officer (principal accounting officer)
/s/ Linda J. Walker Linda J. Walker
	Chairman of the Board of Directors
/s/ David Thomson David Thomson

Signature	Title
	Deputy Chairman of the Board of Directors
/s/ W. Geoffrey Beattie W. Geoffrey Beattie
	Deputy Chairman of the Board of Directors
Niall FitzGerald
	Director
/s/ Mary Cirillo Mary Cirillo
	Director
/s/ Steven A. Denning Steven A. Denning
	Director
Lawton Fitt
	Director
/s/ Roger L. Martin Roger L. Martin
	Director
Sir Deryck Maughan
	Director
Kenneth Olisa
	Director
Richard L. Olver
	Director
/s/ Vance K. Opperman Vance K. Opperman
	Director
/s/ John M. Thompson John M. Thompson
	Director
/s/ Peter J. Thomson Peter J. Thomson
	Director
/s/ John A. Tory John A. Tory

AUTHORIZED REPRESENTATIVE

     Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned has signed this Post-Effective Amendment No. 1 to the Registration Statement, solely in the capacity of the duly authorized representative of Thomson Reuters PLC in the United States, on this 17^th day of April 2008.

THOMSON HOLDINGS INC.
By:	/s/  Deirdre Stanley
	Name:	Deirdre Stanley
	Title:	Executive Vice President and General Counsel

EXHIBIT INDEX

Exhibit	Description
4.1	Thomson Reuters PLC Memorandum of Association (incorporated by reference to Exhibit 3.1 from the Thomson Reuters PLC annual report on Form 20-F dated April 17, 2008)
4.2	Thomson Reuters PLC Articles of Association (incorporated by reference to Exhibit 3.2 from the Thomson Reuters PLC annual report on Form 20-F dated April 17, 2008)
4.3	Deposit Agreement, dated as of April 17, 2008, by and among Thomson Reuters PLC, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (incorporated by reference to Exhibit 99.A to Thomson Reuters PLC’s Registration Statement on Form F-6 dated April 17, 2008)
4.4	Reuters Group PLC Long-Term Incentive Plan 1997 (incorporated by reference to Exhibit 4.11 to the Reuters Group PLC 2004 Annual Report on Form 20-F (File No. 333-08354) dated March 9, 2005)
*4.5	Reuters Group PLC Discretionary Stock Option Plan, as amended
*4.6	Reuters Group PLC International SAYE Share Option Plan 1997, as amended
*4.7	Reuters Group PLC Restricted Share Plan, as amended
4.8	Reuters Group PLC Global Restricted Share Plan (incorporated by reference to Exhibit 4.6 to the Reuters Group PLC Registration Statement on Form S-8 (File No. 333-137651) dated September 28, 2006)
4.9	Amended and Restated Reuters America Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.8 to the Reuters Group PLC Registration Statement on Form S-8 (File No. 333-137651) dated September 28, 2006)
*5.1	Opinion of Allen & Overy LLP
*23.1	Consent of PricewaterhouseCoopers LLP, Toronto, Canada for Thomson
*23.2	Consent of PricewaterhouseCoopers LLP, London, England, for Reuters
*23.3	Consent of Allen & Overy LLP (included in Exhibit 5.1)
*24.1	Powers of Attorney (included on signature pages to this Registration Statement)

*   Filed herewith.

EX-4.5

Exhibit 4.5

Reuters Group PLC

Discretionary Stock Option Plan Rules
Adopted by Board resolution on 5 October 2000,
amended by the Board on 12 February 2001,
Approved at the Extraordinary General Meeting of
Shareholders 24 April 2001 and further amended
by the Board on 2 October 2001 and [    ] February 2008

kpmg	Reuters Group PLC
	Discretionary Stock Option Plan Rules
	Rules as at [    ] February 2008

Contents

1	Definitions	1
2	Grant of Options	8
3	Limitations on Grant	11
4	Exercise of Options	12
5	Trade sales, Reconstructions, Liquidations and Option Exchanges	15
6	Variation of Share Capital	19
7	Manner of Exercise of Options	20
8	Administration and Amendment	23
9	Miscellaneous	25

kpmg	Reuters Group PLC
	Discretionary Stock Option Plan Rules
	Rules as at [    ] February 2008

1	Definitions
1.1	In these Rules the following words and expressions shall have, where the context so admits, the following meanings:

“Adoption Date”	the date on which the Plan is adopted by resolution of the Board;
“Associated Company”	a company is to be treated as another company’s associated company if at that time one of the two has Control of the other, or both are under the Control of the same person or persons;
“Auditors”	the auditors for the time being of the Company (acting as experts and not as arbitrators);
“Board”	the board of Directors of the Company or a duly constituted committee thereof at which a quorum is present;
“the Company”	Reuters Group PLC or, save for Rules 1, 2, 3 and 8.3, such company as shall be at any time the “Acquiring Company” as defined in Rule 5.5;
“Compromise or Arrangement”	a compromise or arrangement (including a reorganisation of the Company’s share capital by the consolidation of shares of different classes or by the division of shares into shares of different classes or by both of those methods) between the Company and its members or creditors or any class of either which has been approved by not less than 75% in value of the creditors or members (based on the value of the interests as at the last record date) or such class of either who vote on such compromise or arrangement and which has been sanctioned by the Court;
“Control”	in relation to a body corporate the power of a person which is a member of that Body Corporate (the “Body Corporate”) to secure:
	(a)   by the holding of shares or the possession of voting power in or in relation to the Body Corporate or any other body corporate; or

1

kpmg	Reuters Group PLC
	Discretionary Stock Option Plan Rules
	Rules as at [    ] February 2008

	(b)   by virtue of its right to appoint or remove a majority of the board of directors of that Body Corporate; or
	(c)   by virtue of any power conferred by the certificate of incorporation, articles of association, bye laws, membership agreement or other document regulating the Body Corporate or any other body corporate
	that the affairs of the Body Corporate are conducted in accordance with the wishes of that person;
“Date of Grant”	the date on which an Option is granted to an Eligible Employee under the Plan or which is treated as being granted pursuant to Rule 2.6;
“Director”	any person occupying the office of director of the Company, by whatever name called;
“Eligible Employee”	an employee (whether contracted to work full time or part time) of any Participating Company but not including any Director of the Company unless and until this Plan has been approved by the shareholders of the Company in general meeting and not including any non Executive Director;
“Exercise Price”	the amount as determined by the Company which an Option Holder shall pay to acquire a Share on the exercise of an Option being, subject to Rule 2.6 and Rule 6, in the case of an Option to Subscribe not less than the higher of:
	(a)    Market Value; and
	(b)    the nominal value of a Share on the Date of Grant;
	and in the case of an Option to Purchase not less than the Market Value of a Share on the Date of Grant
“Form of Renunciation”	the form of renunciation in the form agreed by the Board or the Plan Committee from time to time;
“Grantor”	in the case of an Option to Subscribe, the Company and in the case of an Option to Purchase, the Trustee;

2

kpmg	Reuters Group PLC
	Discretionary Stock Option Plan Rules
	Rules as at [    ] February 2008

“Group”	the Company and its Subsidiaries and the phrase “Group Company” shall be construed accordingly;
“Ill Health or Disability”	the cessation of employment or office by reason of ill health or disability provided the Group Company which employs the relevant individual is satisfied, on production of such evidence as it may reasonably require:
	(a)   that that individual has ceased to exercise and, by reason of ill health or disability, is incapable of exercising that office or employment; and
	(b)   that that individual is likely to remain so incapable for the foreseeable future and is unlikely to return to employment with the Group.
“Letter of Grant”	the letter or other communication (which may include electronic communication) in the form agreed by the Board or the Plan Committee from time to time;
“Market Value”	on any day, the average closing middle market quotation of a Share as derived from the Daily Official List of the London Stock Exchange plc on the three dealing days which immediately precede that day;
“Model Code”	the Model Code for transactions in securities by Directors issued from time to time by the UK Listing Authority and/or any code of practice adopted by the Board in addition to or replacement of such publication;
“New Option”	an option over shares in the Acquiring Company (as defined in Rule 5.5 ) granted in consideration of the release of a Subsisting Option and which shall satisfy the following conditions:
	(a)   that it is a right to acquire such number of shares in the Acquiring Company as has on the acquisition of the New Option an aggregate Market Value equal to the aggregate Market Value of the Shares subject to the Subsisting Option on its release; and

3

kpmg	Reuters Group PLC
	Discretionary Stock Option Plan Rules
	Rules as at [    ] February 2008

	(b)   that it has an exercise price per share such that the aggregate price payable on the complete exercise equals the aggregate price which would have been payable on complete exercise of the Subsisting Option;
“Notice of Exercise”	the notice of exercise in the form agreed by the Board or the Plan Committee from time to time;
“Option”	a right to acquire Shares granted or to be granted pursuant to Rules 2.1 or 2.6 and the term “Option” shall be construed to mean either “Option to Purchase” or “Option to Subscribe” or both as the context requires;
“Option Certificate”	the option certificate in the form agreed by the Board or the Plan Committee from time to time;
“Option Holder”	an Eligible Employee who has been granted and remains entitled to a Subsisting Option or (where the context admits) his legal personal representative(s) or transferee;
“Option to Purchase”	an Option to acquire Shares granted by the Trustee with the intention that it be satisfied by the transfer of Shares by or at the direction of the Trustee;
“Option to Subscribe”	an Option to acquire Shares granted by the Company, with the intention that it be satisfied by the issue of new Shares by the Company;
“Other Plan”	any plan (other than this Plan and Plan 2000 and its sub-plans adopted on 21 April 1998) which provides for the subscription of Shares by or on behalf of employees of a Group Company;
“Participating Companies”	the Company and any other Group Company wherever incorporated except for those Group Companies which are designated from time to time by the Plan Committee as non Participating Companies for the purposes of the Plan;
“Performance Condition”	any condition imposed by the Plan Committee in its discretion pursuant to Rule 2.3.2 whereby an Option is granted on the basis that it may not be exercised in whole or in part until and to the extent that the condition has been satisfied;

4

kpmg	Reuters Group PLC
	Discretionary Stock Option Plan Rules
	Rules as at [    ] February 2008

“Plan”	this Plan constituted and governed by the Rules with and subject to any amendments thereto properly effected;
“Plan Committee”	the Board or a duly authorised committee appointed by the Board to oversee the operation of this Plan, provided that in the case of options granted or to be granted to executive Directors, this committee shall be the Remuneration Committee;
“Redundancy”	the cessation of office or employment by reason of:
	(a)   the cessation or intended cessation by an employing company of the business in which the relevant individual was employed; or
	(a)   the cessation or reduction in the requirements of an employing company for employees to carry out work of a particular kind (including carrying out work in a particular location)
“Remuneration Committee”	the Board or a duly constituted committee of the Board delegated with the authority to consider the remuneration of Directors and senior employees of the Group in accordance with any prevailing code of practice operated by the Company;
“Retirement”	the cessation of employment or office by reason of retirement at normal retirement age or at such other age as may be agreed by the Group Company which employs the relevant individual provided that a cessation of employment or office at an age less than 50 years shall not for the purposes of this Plan be or be considered to be Retirement;
“Rules”	the rules of this Plan as amended from time to time and “Rule” shall be construed accordingly;
“Share”	an Ordinary Share in the capital of the Company which is, was or will be fully paid on issue;
“Subsidiary”	a company which is under the Control of another company;
“Subsisting Option”	an Option which has been granted and which has not been surrendered, renounced, or exercised in full nor otherwise lapsed;

5

kpmg	Reuters Group PLC
	Discretionary Stock Option Plan Rules
	Rules as at [    ] February 2008

“Trust”	any employee share ownership trust which has been or may be established from time to time by the Company or any other Group Company to operate in conjunction with this Plan;
“Trustees”	the trustee or trustees for the time being of the Trust;
“UK Listing Authority”	the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part IV of the Financial Services Act 1986 and in the exercise of its functions in respect of admission to the Official List.
“Vesting”	an Option becoming, subject to Rule 4, capable of exercise in accordance with the Vesting Schedule specified in its Option Certificate and, the Performance Condition (if any) having been satisfied and the expression “Vest and “Vested” shall have a corresponding meaning;

1.2	In these Rules, except insofar as the context otherwise requires:
(i)	words denoting the singular shall include the plural and vice versa;
(ii)	words importing a gender shall include every gender and references to a person shall include bodies corporate and unincorporated and vice versa;
(iii)	reference to any enactment shall be construed as a reference to that enactment as from time to time amended, modified, extended or re-enacted and shall include any orders, regulations, instruments or other sub-ordinate legislation made under the relevant enactment; and
(iv)	headings and captions are provided for reference only and shall not be considered as part of the Plan.

6

kpmg	Reuters Group PLC
	Discretionary Stock Option Plan Rules
	Rules as at [    ] February 2008

2	Grant of Options
2.1	The Plan Committee may in its absolute discretion select any number of individuals who shall at the intended Date of Grant be Eligible Employees and recommend the grant of Options to them.
2.2	Options may be granted at any time when it is permitted to do so in accordance with the Model Code. Options shall not be granted later than the tenth anniversary of the Adoption Date.
2.3.1	The exercise of any Option shall be made subject to a Vesting Schedule as determined by the Plan Committee prior to the Date of Grant and specified on or in a schedule referred to in the Option Certificate relating to that Option.

2.3.2	(a)	The exercise of an Option granted pursuant to Rule 2.1 may also be made subject to the satisfaction of a Performance Condition determined by the Plan Committee prior to the Date of Grant.
	(b)	Any such Performance Condition must be based on objective conditions and shall be:
		(i)    set out in full in the Option Certificate or in a schedule referred to in the Option Certificate;
		(ii)   such that rights to exercise an Option after the fulfilment or attainment of such objective conditions shall not be dependent upon   the further discretion of any person; and
		(a)   not capable of amendment or waiver unless events happen which cause the Plan Committee to consider that the Performance  Condition has ceased to be appropriate whereupon the Plan Committee may at any time amend, relax or waive the Performance  Condition provided that in the reasonable opinion of the Plan Committee the varied Performance Condition is materially no  more difficult to satisfy than when originally imposed or last amended as the case may be.

7

kpmg	Reuters Group PLC
	Discretionary Stock Option Plan Rules
	Rules as at [    ] February 2008

(c) For the avoidance of any doubt the Plan Committee when granting an Option shall have complete discretion on whether or not to impose a Performance Condition.

2.4	To the extent that it is, or becomes lawful to do so, an Option may be granted subject to a condition (including a requirement that an Option Holder enter into an irrevocable election in a form agreed by the Inland Revenue with the relevant Group Company) that any liability of a Group Company to pay employer social security contributions or secondary National Insurance contributions in respect of the exercise of that Option shall be a liability of the relevant Option Holder and payable by or recoverable from that Option Holder in accordance with Rule 7.6.
2.5	Any Option may be renounced in whole or in part by the Option Holder by completing and returning the appropriate Form of Renunciation together with the Option Certificate to the Company within 90 days of the Date of Grant in which case the Option shall for all purposes be taken never to have been granted.
2.6	Where the circumstances noted in Rule 5.5 apply, New Options may be granted in consideration for the release of Subsisting Options granted under the Plan. Such New Options are deemed to be equivalent to the old Options and to have been granted within the terms of this Plan.
2.7	Subject to the proviso to this Rule 2.7 no Option may be transferred, assigned or charged and any purported transfer, assignment or charge shall be void ab initio Each Option Certificate shall carry a statement to this effect. For the avoidance of doubt, this Rule 2.7 shall not prevent the Option of a deceased Option Holder being exercised by personal representative(s) within the terms of these Rules. Provided that the Trustee and the Plan Committee may agree that a particular Option is capable of being transferred and, in giving any such agreement, the Trustee and the Plan Committee may also specify the person or category of persons to whom the Option Holder may transfer the Option and the terms on which it is capable of being transferred, including terms to ensure that any transferee of the Option agrees to be bound by the terms of these Rules and terms to prohibit any further transfer by that transferee of the Options in question.

8

kpmg	Reuters Group PLC
	Discretionary Stock Option Plan Rules
	Rules as at [    ] February 2008

2.8	Options shall be granted to Eligible Employees by deed. A Letter of Grant and an Option Certificate evidencing the grant shall be despatched as soon as practicable after the Date of Grant to each Participant. The Option Certificate and the Letter of Grant shall specify the Grantor, the Date of Grant, the number of Shares subject to the Option, the Exercise Price and the Vesting Schedule (if any).
2.9	Options may be granted by the Trustee only with the prior approval of the Company. Options to Subscribe shall not be granted and/or the satisfaction of Options to Purchase by the issue of new Shares in accordance with Rule 7.2 shall not take place unless and until this Plan has been approved by the shareholders of the Company in general meeting.
2.10	Notwithstanding anything to the contrary herein expressly or impliedly contained no Option shall be granted to a person who is a Director unless and until the shareholders of the Company in general meeting have approved and/or ratified the Plan.

9

kpmg	Reuters Group PLC
	Discretionary Stock Option Plan Rules
	Rules as at [    ] February 2008

3	Limitations on Grant
3.1	Subject to Rule 2.9, Options may be granted pursuant to Rule 2 above provided that such grant does not result in the aggregate of:
3.1.1	the number of Shares which would remain issuable on the exercise of Subsisting Options to Subscribe granted within the preceding ten years;
3.1.2	the number of Shares which have been issued pursuant to the exercise of Options to Subscribe granted within the preceding ten years; and
3.1.3	the number of Shares which have been issued or which remain issuable pursuant to rights granted under any Other Plan within the preceding ten years, exceeding 10% of the Shares in issue on the working day immediately preceding the Date of Grant.
3.2	To the extent that the Company has procured pursuant to Rule 7.3 that the Trustee transfers Shares to satisfy an Option to Subscribe such Option shall not be treated as an Option to Subscribe for the purposes of this Rule 3.
3.3	The aggregate number of Shares held at any one time in Trusts shall not in aggregate exceed 10% of the Company’s issued share capital at that time.

10

kpmg	Reuters Group PLC
	Discretionary Stock Option Plan Rules
	Rules as at [ ] February 2008

4	Exercise of Options
4.1	Subject to each of the succeeding sections of this Rule 4, Rule 5 and Rule 7 below a Subsisting Option may be exercised in whole or in part by the Option Holder or, if deceased, by his personal representatives in whole or in part on or after Vesting
4.2	A Subsisting Option which has not yet Vested in accordance with its normal Vesting requirements or such part thereof as shall not have so Vested shall:
4.2.1	Subject to any specific terms to the contrary in the conditions to which that Option is subject as noted in the Option Certificate, Vest in full immediately on the Option Holder ceasing to be a Director or employee of any Group Company (so as to hold no office or employment with any Group Company) as a result of death, Ill health or Disability, or Redundancy;*1
4.2.2	not become capable of Vesting or further Vesting (as the case may be) in the event of the cessation of the Option Holder’s office or employment with any Group Company for any reason other than those specified in Rule 4.2.1 above unless the Plan Committee shall, prior to such cessation otherwise determine and in making such determination the Plan Committee shall specify whether the whole or part of the Option which had not Vested prior to such cessation shall Vest.
4.3	An Option which has not Vested in accordance with its normal Vesting requirements or Rule 4.2 above or such part thereof as shall not have so Vested shall lapse on the earliest of the following dates:
4.3.1	the surrender of the Option by the Option Holder;
4.3.2	the date prior to Vesting on which the Option Holder ceases to be a Director or employee of any Group Company (so as to hold no office or employment with any Group Company) unless

(a) Rule 4.2.1 applies; or

*¹ The words: “Subject to any .... Option Certificate” were inserted by Board resolution dated 2 October 2001.

11

kpmg	Reuters Group PLC
	Discretionary Stock Option Plan Rules
	Rules as at [ ] February 2008

(a) the Plan Committee has exercised its discretion under Rule 4.2.2 above, provided that if the Plan Committee has specified that an Option shall Vest in part only then the balance of the Option shall lapse on the date of cessation of office or employment.

4.3.3	on the date (if any) specified in the Performance Condition relating to that Option as being the lapse date in the event that the Performance Condition had not been achieved (or, as the case may be, achieved in part) by that stated lapse date; and
4.3.4	the date of lapse determined in accordance with Rule 5.
4.4	A Vested Subsisting Option or such part thereof as shall have Vested shall lapse on the earliest of the following:
4.4.1	the tenth anniversary of the Date of Grant or such earlier date specified at the Date of Grant;
4.4.2	the surrender of that Option by the Option Holder;
4.4.3	the first anniversary of the Option Holder’s death or twelve months following the cessation of office or employment due to Ill health, Disability, Retirement, Redundancy or in circumstances where the Plan Committee has made a Rule 4.2.2 determination in respect of that Option;
4.4.4	the day falling six months after the date of cessation of the Option Holder’s office or employment with any Group Company (so as to hold no office or employment with any Group Company) for any reason other than those mentioned in Rule 4.4.3 or 4.4.5.
4.4.5	on the date that an Option Holder ceases to be a Director and/or employee of any Group Company (so as to hold no office or employment with any Group Company) as a result of being dismissed for cause. For the purposes of this Plan a statement by the Plan Committee that an Option Holder has been dismissed for cause (including dishonesty or gross misconduct) shall be conclusive;

12

kpmg	Reuters Group PLC
	Discretionary Stock Option Plan Rules
	Rules as at [ ] February 2008

4.4.6 on the date on which an Option Holder, being a former officer or employee of a Group Company who holds a Subsisting Option, is notified that the Plan Committee considers he has committed an act of post employment misconduct. Post employment misconduct includes;

(a)	any unauthorised use or disclosure of confidential information or trade secrets of the Company or any Group Company acquired whilst that Option Holder was employed by a Group Company;
(b)	any other misconduct which is deemed by the Plan Committee to be intentional misconduct adversely affecting the business or affairs of the Company or any Group Company; or
(c)	any breach of a covenant not to compete with or take up employment with a company in material competition with the Company or any Group Company which that Option Holder entered into before or at the time of his cessation of office or employment with a Group Company.

	For the purposes of this Rule 4.4.6 a statement by the Plan Committee that an Option Holder has committed an act of post employment misconduct shall be conclusive; and
4.4.7	the date of lapse determined in accordance with Rule 5.
4.5	For the avoidance of any doubt an Option shall, at the latest, lapse on the date specified at the Date of Grant to be the latest lapse date of that Option;

13

kpmg	Reuters Group PLC
	Discretionary Stock Option Plan Rules
	Rules as at [ ] February 2008

5	Trade sales, Reconstructions, Liquidations and Option Exchanges
5.1	If any person obtains Control of the Company as a result of making:

(a)	an offer (whether a general offer or not) to acquire the whole of the issued share capital of the Company (other than that which is already owned by him) which is unconditional or which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or
(b)	an offer (whether a general offer or not) to acquire all the shares (other than shares which are already owned by him) in the Company which are of the same class as Shares subject to a Subsisting Option

	then, subject to Rule 5.4, the Board shall notify all Option Holders as soon as is practicable of the offer in accordance with Rule 8.5. All Subsisting Options whether Vested or not may be exercised, from 21 days after the date of the receipt of that notification up to the expiry of a period ending six months from the time when the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied. To the extent that any Subsisting Option is unexercised or has not been exchanged for a New Option in accordance with Rule 5.4 at the end of such period, it shall thereupon lapse.
5.2	If a Compromise or Arrangement in relation to the Company takes place then, subject to Rule 5.4 all Subsisting Options whether Vested or not may be exercised from the date of the Court sanction of such Compromise or Arrangement up to the expiry of a period of six months of that date. To the extent that any Subsisting Option remains unexercised or has not been exchanged for a New Option in accordance with Rule 5.4 at the end of such period it shall thereupon lapse.
5.3	If any person becomes bound or entitled to acquire Shares in the Company under sections 428 to 430 of the Companies Act 1985 (the period during which the person remains so bound or entitled being referred to as the “Relevant Period”) then, subject to Rule 5.4, all Subsisting Options whether Vested or not may be exercised from 21 days after the beginning of the Relevant Period up to the expiry of the Relevant Period and to the extent that any Subsisting Option is unexercised or has not been exchanged for a New Option in accordance with Rule 5.4 at the end of the Relevant Period, it shall thereupon lapse.

14

kpmg	Reuters Group PLC
	Discretionary Stock Option Plan Rules
	Rules as at [ ] February 2008

5.4	Notwithstanding Rules 5.1, 5.2 and 5.3 if, following an event specified in Rules 5.1, 5.2 or a circumstance specified in Rule 5.3 (“the Relevant Event” being; the date of the offer, the date the Court sanction the Compromise or Arrangement or the first day of the Relevant Period respectively) the Board procures that all Subsisting Options can be exchanged pursuant to Rule 5.5 the Board may, in its discretion, determine by written resolution that:
5.4.1	Subsisting Options do not become exercisable as a result of the Relevant Event and any Subsisting Option which is already exercisable ceases to be exercisable as from the Relevant Event; and
5.4.2	that all Subsisting Options shall be released in consideration of the Grant of a New Option in accordance with Rules 5.5 and 5.6.
	Provided that if the company which is the Acquiring Company in respect of the Relevant Event fails to grant or to make a binding contractual commitment to grant the New Options pursuant to Rule 5.5 within 40 days of the Relevant Event such resolution of the Board will cease to be effective and all Subsisting Options will be exercisable pursuant to Rule 5.1, 5.2 or 5.3 (as the case may be).
5.5	If, as a result of the events specified in Rules 5.1 or 5.2 the Board has required the release of a Subsisting Option in consideration of the grant of a New Option or a company has obtained Control of the Company, or if a person has become bound or entitled as mentioned in Rule 5.3, the Option Holder may, and in the case of a Board resolution under Rule 5.4 shall, if that other company (“the Acquiring Company”) so agrees, release any Subsisting Option he holds in consideration of the grant of a New Option by the Acquiring Company, and the following shall apply:
5.5.1	a New Option shall be evidenced by an Option Certificate which shall import the relevant provisions of these Rules;
5.5.2	a New Option shall, for all other purposes of this Plan, be treated as having been acquired at the same time as the corresponding released Option.
5.6	For the purpose of any application of the provisions of this Plan following a release of a Subsisting Option and the grant of a New Option:

15

kpmg	Reuters Group PLC
	Discretionary Stock Option Plan Rules
	Rules as at [ ] February 2008

5.6.1	in the case of a release of a Subsisting Option and the grant of a New Option in circumstances where the Board has not made a determination in accordance with Rule 5.4, Rules 1, 4.3 and 5 to 9 (inclusive) shall apply and be deemed always to have applied to the New Option;
5.6.2	in the case of a release of a Subsisting Option and the grant of a new Option in circumstances where the Board has made a determination under Rule 5.4, all the Rules of this Plan shall apply mutatis mutandis to such New Option subject only to such amendments as the Board shall consider are necessary or appropriate to reflect the change in identity of the company over whose shares the New Options subsist or similar consequential changes. For the avoidance of doubt, following a determination under Rule 5.4, an Option Holder’s New Option shall have the same Vested or unVested status immediately following the release and new grant as the corresponding Options released by that Option Holder and any determination made by the Board to accelerate Vesting in accordance with Rules 5.1, 5.2 or 5.3 shall be deemed not to have been made.
5.7	If notice is duly given of a general meeting at which a resolution will be proposed for the voluntary winding-up of the Company, a Subsisting Option shall whether or not previously Vested be exercisable in whole or in part (but so that any exercise hereunder shall be conditional upon such resolution being passed) at any time thereafter until the resolution is duly passed or defeated or the general meeting is concluded or adjourned, whichever shall first occur. Immediately after any such resolution is passed any Subsisting Options shall, to the extent that they are unexercised, thereupon lapse.
5.8	If notice is duly given of a general meeting at which a resolution will be proposed whereby:
5.8.1	the class of shares for the time being constituting Shares will be altered; or
5.8.2	the rights attaching to shares which for the time being constitute Shares will be altered such that shares will cease to be Shares.

16

kpmg	Reuters Group PLC
	Discretionary Stock Option Plan Rules
	Rules as at [ ] February 2008

	Subsisting Options may at the discretion of the Board be exercisable and the Board in its discretion may specify whether this provision shall apply to Subsisting Options which are at the date of such notice Vested and unVested or to Vested Options only (but so that any exercise hereunder shall be conditional upon such resolution being passed) at any time thereafter until such resolution is duly passed or defeated or the general meeting concluded or adjourned, whichever shall first occur. Immediately after any such resolution is passed all Subsisting Options (whether or not the Option was exercisable prior to the passing of such resolution) shall, to the extent that they are unexercised, thereupon lapse unless the Board shall have resolved to the contrary prior to the date of such resolution.
5.9	For the purpose of this Rule 5 other than Rule 5.5 a person shall be deemed to have obtained Control of a company if he and others acting in concert with him have together obtained Control of it.
5.10	The exercise of an Option pursuant to the preceding provisions of this Rule 5 shall be subject to the provisions of Rule 7 below.
5.11	A New Option shall not be exercisable by virtue of the event on which it was granted.
5.12	For the purposes of exercising any discretions conferred upon the Board under this Rule 5, any member of the Board who is an Option Holder shall not be entitled to vote, and such discretions may only be exercised by members of the Board who are not Option Holders and, in the absence of a question or in the case of a tie, the Chairman of the Company’s Remuneration Committee shall have a casting vote.

17

kpmg	Reuters Group PLC
	Discretionary Stock Option Plan Rules
	Rules as at [ ] February 2008

6	Variation of Share Capital
6.1	In the event of any variation of the share capital of the Company, including, but without prejudice to the generality of the preceding words, any demerger (whether qualifying or not), capitalisation or rights issue or any consolidation, sub-division or reduction of capital the number of Shares subject to any Subsisting Option and the Exercise Price may be adjusted (including retrospective adjustments) by the Board provided that the Exercise Price for a Share subject to an Option to Subscribe shall not be reduced below its nominal value unless the Board gives an undertaking that upon exercise of such Options arrangements will be made for the capitalisation (in accordance with the Company’s Articles of Association) of undistributed profits or reserves of the Company of an amount equal to the difference on any such exercise between the aggregate Exercise Price and the aggregate nominal value of the Shares to be issued upon such exercise.
6.2	Such adjustment shall be deemed to be effective, from the record date at which the respective variation applied to other shares of the same class as the Shares. Any Options exercised within that period shall be treated as exercised with the benefit of the variation.
6.3	The Grantor shall take such steps as it considers necessary to notify Option Holders of any adjustment made under Rule 6.1 and to call in, cancel, endorse, issue or reissue any Option Certificate consequent upon such adjustment.

18

kpmg	Reuters Group PLC
	Discretionary Stock Option Plan Rules
	Rules as at [ ] February 2008

7	Manner of Exercise of Options
7.1	An Option shall be exercised in whole or in part by the Option Holder or, as the case may be, his personal representatives giving notice in writing to the Company or its agent by the Notice of Exercise accompanied by the appropriate payment and the relevant Option Certificate and shall be effective on the date of the receipt of the appropriate payment and paperwork by the Company or its agent.
7.2	Subject to Rule 7.6 where an Option to Purchase is exercised the Shares subject thereto shall be transferred to or as directed by the Option Holder within 30 days of the date of exercise (or, if such transfer in such period would be prohibited by the Model Code, at the earliest practicable time after such prohibition is lifted) and the Trustee shall arrange for the delivery of a definitive share certificate or other evidence of title in respect thereof. Subject to Rule 2.9 on the exercise of an Option to Purchase, the Trustees may procure that the Company issues sufficient Shares to or as directed by the Option Holder as provided for in Rule 7.3.
7.3	Subject to Rule 7.6 on the exercise of an Option to Subscribe, the number of Shares specified in the Notice of Exercise given in accordance with Rule 7.1 shall be allotted and issued credited as fully paid to or as directed by the Option Holder within 30 days of the date of exercise (or, if such allotment in such period would be prohibited by the Model Code at the earliest practicable time after such prohibition is lifted) and the Company shall arrange for the delivery of a definitive share certificate or other evidence of title in respect thereof. On the exercise of an Option to Subscribe the Company may procure the transfer of sufficient Shares from the Trustee or another shareholder in the Company (in lieu of the issue of Shares by the Company) to or as directed by the Option Holder to satisfy the Option in full provided that such transfer must take place within 30 days of the date of exercise (or, if such transfer in such period would be prohibited as aforesaid, at the earliest practicable time after such prohibition is lifted) and the Company shall arrange for the delivery of a definitive share certificate or other evidence of title in respect thereof.
7.4	Save for any rights determined by reference to a record date preceding the date of allotment or transfer, such Shares shall rank pari passu with the other shares of the same class as Shares then in issue.

19

kpmg	Reuters Group PLC
	Discretionary Stock Option Plan Rules
	Rules as at [ ] February 2008

7.5	The Company shall apply for Shares in respect of which an Option has been exercised to be admitted to listing, if they are not so admitted already.
7.6	If, in respect of any Option Holder, any Group Company or third party shall be:

(a)	required by the law of any jurisdiction to deduct or withhold any amounts in respect of tax and/or social security and/or employees’ National Insurance contributions in respect of or on account of that Option Holder’s liability for the same by reason of the Options granted to him, (whether any such requirement arises at the Date of Grant of the Options or at the date of exercise of the Option or at some other date); or
(b)	if the Option Holder shall be liable personally to account for tax and/or social security and/or employees’ National Insurance contributions in respect thereof; and/or
(c)	if it shall be or become lawful for the liability of an Option Holder’s employing company in respect of employer’s social security or secondary national insurance contributions arising as a result of the exercise of his Option to be met or refunded in whole or in part by that Option holder;

	then in any such case as specified by the Option Holder either:
7.6.1	the Option Holder shall grant to the Company the irrevocable authority, as agent of the Option Holder and on his behalf, to sell and/or retain and sell subsequently and/or procure the sale of such number of Shares subject to the Option as is sufficient to realise net proceeds sufficient to enable the relevant Group Company or third party (as the case may be) to account for such amount of tax and/or social security and/or employees’ National Insurance contributions including where it is lawful, the relevant Group Company’s liability for the same arising as a result of the exercise of that Option and, in the case of a sale, the Shares issued or transferred to the Option Holder upon exercise of an Option shall be reduced by the number of such Shares as have been sold or retained as mentioned above; or
7.6.2	the Option Holder shall pay to the Company in pounds sterling or in such other currency as may be required by the Company, (whether by cheque or by banker’s draft) the amount necessary to satisfy such liabilities.

20

kpmg	Reuters Group PLC
	Discretionary Stock Option Plan Rules
	Rules as at [ ] February 2008

7.7	For the avoidance of doubt:
7.7.1	where in relation to Rule 7.6 the Option Holder opts in accordance with Rule 7.6.1 the Company shall account to the relevant Group Company or third party (as the case may be) with the net proceeds of sale for the Shares in order to enable the tax and/or social security and/or National Insurance liabilities to be settled and if, following such sale, there shall be any balance of the proceeds of sale not required to meet such liabilities, such balance shall be paid by the Company to the Option Holder for his own use and benefit absolutely;
7.7.2	if the Option Holder on exercise fails to specify either Rule 7.6.1 or Rule 7.6.2 or, if having specified Rule 7.6.2 he fails to make the required payment within 15 days of the date of that exercise, he shall be deemed for all purposes to have given an irrevocable authority within Rule 7.6.1.
7.8	If an Option Holder exercises an Option the Trustee or the Company may in lieu of transferring or allotting Shares in accordance with Rule 7.2 or 7.3:
7.8.1	allot or transfer such number of Shares as could, subject to Rule 7.6, be acquired at Market Value on the relevant date of exercise with an amount of cash equal to the difference between the Market Value of a Share on the date of exercise and the Exercise Price under the Option multiplied by the number of Shares over which that Option has been exercised provided that this Rule shall in normal circumstances only be applied to facilitate the operation of the Plan in jurisdictions where by reason of exchange control or similar restrictions or regulations it is not permitted or is not practicable for an Option Holder to transfer funds outside that jurisdiction;
7.8.2	make other arrangements, including arrangements with a third party broker, to facilitate cashless exercises.
	Provided that if an allotment, transfer of Shares or cashless exercise arrangement is made to or implemented for an Option Holder pursuant to this Rule 7.8, such Option Holder shall have no further rights in respect of the Shares subject to that Option.

21

kpmg	Reuters Group PLC
	Discretionary Stock Option Plan Rules
	Rules as at [ ] February 2008

8	Administration and Amendment
8.1	The Plan shall be administered by the Board whose decision shall be final.
8.2	Option Holders shall not be entitled to:
8.2.1	receive copies of accounts, circulars or notices sent to holders of Shares;
8.2.2	exercise voting rights; or
8.2.3	receive dividends,
	in respect of Shares which have not been issued or transferred to such Option Holders on the exercise of Options in accordance with these Rules.
8.3	The Board may from time to time amend these Rules provided that:
8.3.1	no amendment shall be effective which would materially prejudice the interests of Option Holders in relation to Options already granted to them unless such prior consent or sanction of Option Holders is obtained as would be required under the provisions for the alteration of class rights contained in the Articles of Association of the Company for the time being if the Shares to be allotted or transferred on the exercise of the Options constituted a separate but single class of shares and such Shares were entitled to such right;
8.3.2	after the Plan has been approved by the Company in general meeting, the provisions relating to:

(a)	Option Holders;
(b)	limitations in Rule 3 on the number of Shares subject to the Plan;
(c)	the basis for determining an Option Holder’s entitlement under the Plan, the terms of such entitlement and the provisions for the adjustment of the same under the terms of Rule 6;
(d)	limitations in Rules 2.9 and 2.10,

22

kpmg	Reuters Group PLC
	Discretionary Stock Option Plan Rules
	Rules as at [ ] February 2008

	cannot be altered to the material advantage of Option Holders without the prior approval of the Company in general meeting (except for minor amendments to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Option Holders, or for Participating Companies);
8.4	The Board may, subject to Rules 8.3.1 and 8.3.2 create sub-plans to this Plan in which it may make such amendments to the Rules as it considers necessary or desirable to operate the Plan in any jurisdictions in which Eligible Employees are situated and may implement such sub-plans in the form of schedules to the Plan applicable to the specified jurisdiction.
8.5	The cost of establishing and operating the Plan shall be borne by the Group Companies which employ the Option Holders in such proportions as the Board shall determine.
8.6	Any notice or other communication under or in connection with the Plan may be given by the Grantor either personally or by post or fax or e-mail or intranet, and to the Grantor either personally or by post or fax or e-mail to the Secretary of the Grantor; items sent by post shall be pre-paid and shall in the case of notices or communications to the Grantor be treated as received on the day actually received by the Grantor and in the case of notices from the Grantor shall be deemed to have been received 48 hours after posting.
8.7	The Board may exercise its discretion where it considers that it is necessary or desirable to do so, to provide that such Eligible Employees so designated by the Board shall receive awards which entitle them to receive a cash payment instead of Shares. Such awards will be granted on substantially the same terms as Options (save that there shall be no entitlement to receive Shares) subject to such modifications as considered appropriate by the Plan Committee.
8.8	The Board may determine at any time that no further Options be granted and may from time to time modify or at any time suspend or terminate the Plan (but without prejudice to Options already granted).

23

kpmg	Reuters Group PLC
	Discretionary Stock Option Plan Rules
	Rules as at [ ] February 2008

9	Miscellaneous
9.1	The rights and obligations of any individual under the terms of his office or employment with any Group Company shall not, except as specifically provided under the Plan, be affected by his participation in the Plan or any right which he may have to participate therein, and an individual who participates therein shall waive any and all rights to compensation or damages in consequence of the termination of his office or employment for any reason whatsoever insofar as those rights arise or may arise from his ceasing to have rights under or be entitled to exercise any Option under the Plan as a result of such termination.
9.2	The existence of Options shall not affect in any way the right or power of the Company or its shareholders to make or authorise any or all adjustments, recapitalisation, reorganisations, reductions of capital, purchase or redemption of its own shares or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock ahead of or convertible into, or otherwise affecting the Shares or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
9.3	Neither the grant of an Option nor any benefit which may accrue to an Option Holder on the exercise thereof shall form part of that Option Holder’s pensionable remuneration for the purposes of any pension scheme or similar arrangement which may be operated by any Group Company.

24

EX-4.6

Exhibit 4.6

Reuters Group PLC

Rules of the Reuters Group PLC

International

SAYE Share Option Plan 1997

Date approved at EGM	:	16 December 1997
Date adopted by Board of Directors	:	12 December 1997
Date amendments approved at EGM	:	24 April 2001
Date EGM amendments adopted by the Board of Directors	:	12 February 2001
Date amendments approved by SPAC		14 March 2005
Date latest amendments approved by SPAC	:	[     ] February 2008
Expiry Date	:	No grants after 11 December 2007

The Board of Reuters Group plc reserves the right up to the time of the Extraordinary General Meeting on 24 April 2001 to make such amendments to the Rules of this Plan as it may consider necessary or desirable, provided that such amendments or additions do not conflict in any material respects with the details of the proposed changes to the Plan set out in the circular dated 14 March 2001 to the Shareholders of Reuters Group PLC.

1. Definitions

     (a) In these Rules the following words and expression have the following meanings:

Act	means the Income and Corporation Taxes Act 1988.
Announcement Date	means the date on which the Company announces its half yearly or final results to The London Stock Exchange.
Associated Company	shall have the meaning it bears in paragraph 47(1) of Schedule 3 to ITEPA.
Board	means the board of directors for the time being of the Company or the directors present at a duly convened meeting of the directors of the Company at which a quorum is present, or a committee appointed by the board of directors.
Bonus	means the interest deemed by the Board to be payable to Participants in respect of the relevant Savings Contract.
Company	means Reuters Group PLC registered in England number 3296375.
Control	means control within the meaning of Section 840 of the Act (and “Controlled” shall be construed accordingly).
Date of Grant	the date on which an Option is granted under Rule 3.
Eligible Employee	means any person who:
	(i) either is an employee or an executive director of a Participating Company; and
	(ii) was an employee or an executive director of a Participating Company on 31 December in the year immediately preceding the Invitation Date, or any other qualifying period as the Board may from time to time determine.
	In addition, it means any person who is designated by the Board as an eligible employee, including a trustee acting on behalf of any person, provided that the person agrees to enter into a Savings Contract in accordance with the Rules.

Exercise Price	the price at which Shares may be acquired in respect of each Option shall be such amount as the Board may determine in each Plan Location being not less than the greater of:
	(i) 80 per cent of middle market quotation of a Share as derived from the Daily Official List of The Stock Exchange or such other exchange on which the Shares are directly or indirectly listed on the dealing day which immediately precedes the relevant Invitation Date; or
	(ii) in respect of Options giving a right to subscribe for Shares, the nominal value of a Share.
Group	means the Company and any company for the time being under the Control of the Company whether incorporated in any part of the United Kingdom or elsewhere.
Invitation Date	means the date on which the Board invites Eligible Employees to apply for the grant of an Option.
ITEPA	means the Income Tax (Earnings and Pensions) Act 2003.
The Stock Exchange	means the London Stock Exchange plc or its successor.
Maturity Date	means the termination date of the relevant Savings Contract.
Minimum Monthly Contribution	means the minimum monthly limit, if any, determined by the Board for a Plan Location from time to time.
Maximum Monthly Contribution	means the maximum monthly limit determined by the Board for a Plan Location from time to time being not more than the greater of :
	(i) £250 or if greater the monthly contribution specified in ITEPA; or
	(ii) 10% of the Eligible Employee’s Salary
	provided that for the purposes of calculating the above sterling limits in any Plan Location local currency equivalents shall be taken at a rate of

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	conversion specified by the Board in its discretion from time to time.
Option	means the right to acquire Shares to be granted pursuant to the Plan or which has been so granted and is still subsisting.
Participating Company	means:
	(i) the Company; and
	(ii) any Company which is under the Control of the Company whether incorporated in the UK or elsewhere;
	except for those companies which are designated by the Board as non-participating companies for the purposes of the Plan.
Participant	any person who has been granted and still has subsisting an Option under the Plan. Reference to a Participant shall include, where the context so admits or requires, his personal representatives.
Plan	means the Reuters Group PLC International SAYE Share Option Plan 1997 constituted for the time being and established by the Rules.
Plan Location	means a territory in which persons are employed by one or more Participating Companies.
Rules	means these rules as amended from time to time in accordance with the provisions hereof.
Salary	means the base salary of an Eligible Employee or in the case of an Eligible Employee on assignment to another company in any country but continuing employment with a Participating Company their notional home base salary as determined by the Company.
Savings Contract	means an agreement to save with a savings body or the Company for a period not exceeding 60 months as extended by up to six months if applicable by reason of any failure to pay a contribution on or before its due date (or any such other period as is necessary to comply with any local securities, exchange or preferential tax legislation) in accordance with the terms designated by the Board.
Schedules	means the schedules to these Rules.

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Shares means fully paid ordinary shares of 25 pence of the Company that comply with paragraphs 18 to 22 of Schedule 3 to ITEPA.

(b)	Words or expressions defined in the Act and in the Companies Acts 1985 and 1989 of England and Wales shall bear the same meanings in these Rules and where there is a conflict the definitions in the Act shall take precedence.
(c)	Where the context so admits or requires words importing the singular shall include the plural and vice versa and words importing the masculine shall include the feminine.
(d)	Any reference to a statutory provision shall be deemed to include that provision as the same may from time to time be amended or re-enacted and any statutory instrument pursuant thereto.

2. Application for Options

(a) The Board may, in their absolute discretion, invite applications for Options from all Eligible Employees within any Plan Location:

(i)	during the period of 42 days immediately following the date on which the Shares are admitted to the Daily Official List of The Stock Exchange;
(ii)	in any year during the period of 42 days immediately following an Announcement Date;
(iii)	at any other time in the event local securities, company and tax legislation does not allow the invitation to be sent out within the period of 42 days immediately following an Announcement Date.

(b) The Board shall determine and upon inviting applications for Options, announce in relation to that invitation:

(i)	either the Exercise Price or the date the Exercise Price will be fixed:
(ii)	subject to Rule 4(b) the maximum aggregate number of Shares over which Options may be granted, if any;
(iii)	the Minimum Monthly Contribution and Maximum Monthly Contribution that may be made under the Savings Contract;
(iv)	the Bonus;
(v)	when the Option will become exercisable; and
(vi)	the closing date for receipt by the Company of applications for the Options being not less than 14 days after the issue of the invitation.

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(c)	An invitation shall be made to all Eligible Employees to apply for an Option at the relevant Exercise Price subject to the limits specified by paragraph (b)(iii) above and paragraph (f) below and shall be made by means of notices on notice boards of all Participating Companies, circulars, letters or such other method as the Board may determine.
(d)	Each Eligible Employee may, before the closing date stated in the invitation, apply for an Option. Each application shall be in writing or electronically in such form as the Board may from time to time prescribe and shall:

(i)	state the monthly amount which such Eligible Employee wishes to save under a Savings Contract;
(ii)	state the Eligible Employee’s agreement to the terms of the Savings Contract; and
(iii)	authorise the Board to complete and/or amend such application on behalf of the Eligible Employee in such manner as the Board may determine having regard to the requirements of paragraphs (b)(ii) and (iii) above, (f) below and Rules 3(b) and 3(c).

(e)	The number of Shares over which an Option is applied for under this Rule shall be deemed to be the whole number of Shares (rounding down) obtained by dividing the amount repayable under the relevant Savings Contract (including Bonus) by the relevant Exercise Price.
(f)	No Option shall be granted to an Eligible Employee if the contribution payable by such Eligible Employee in any month under the Savings Contract to be entered into by him in connection with the Option for which he has applied:

(i)	is less than the Minimum Monthly Contribution; or
(ii)	when added to the contribution or contributions payable in such month under any other Savings Contract in respect of this Plan or any other savings related or share purchase scheme operated by the Company or any company under its Control or an Associated Company previously entered into by such Eligible Employee is greater than the Maximum Monthly Contribution.

3. Grant of Options

(a)	Options will be granted by the Board in accordance with Rule 2 and paragraphs (b) and (c) below within a reasonable time following the Invitation Date to those Eligible Employees who have applied hereunder (and not withdrawn such application) and to no other person whatsoever provided that the person is still an Eligible Employee at the Date of Grant.
(b)	In the event that following any invitation pursuant to Rule 2 the Board receives valid applications which would result in the grant of Options over a greater number of Shares than permitted under Rule 4(b) or than specified by the Board in accordance with Rule 2(b)(ii) then the Board shall scale down pro rata the monthly contribution

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	proposed by each Eligible Employee in excess of the Minimum Monthly Contribution (referred to in Rule 2(b)(iii)).
(c)	In the event this results in insufficient Shares to cover the Minimum Monthly Contribution (referred to in Rule 2(b)(iii)) of applicants, Options based on such Minimum Monthly Contribution shall be granted to those Eligible Employees who are selected by lot.
(d)	An Option certificate will be issued in such form as the Board may from time to time prescribe and will be sent to each Participant specifying the Date of Grant, the number of Shares over which the Option is granted and the Exercise Price within 30 days after the grant of the Option.
(e)	All Options shall be deemed to be a right to subscribe for Shares in accordance with these Rules unless and until they are designated as a right to require the Company to procure the transfer of Shares, by the Company including the relevant provisions in the Option certificate or where an Option has already been granted by serving notice to that effect on the relevant Participant. Options granted in and after 2004 will only be options to subscribe for new Shares.
(f)	No Option shall be capable of transfer or assignment and if a Participant shall do or suffer any act or thing whereby he parts with or is deprived of the legal and/or beneficial ownership of an Option, that Option shall lapse.

4. Limitation on the Issue of Shares

(a)

No Option shall be granted more than 10 years after the date of adoption of the Plan.

(b)

In respect of Options giving a right to subscribe for Shares the total number of such Shares over which Options may be granted under the Plan, when added to the number of Shares issued and remaining issuable pursuant to rights to subscribe for Shares granted under any other share option or share acquisition scheme of the Company or of Reuters Holdings PLC other than under Plan 2000 or under any sub plans to Plan 2000 during the preceding 10 years shall not exceed 10 per cent of the issued Shares from time to time on the relevant Date of Grant.

5. Exercise of Options

(a) Subject to Rule 8 and paragraph (b) below, Options may be exercised by a Participant only within six months following the Maturity Date of the relevant Savings Contract or if earlier within six months of:

(i)	ceasing to hold an office or employment within the Group by reason of injury, illness, disability, redundancy or on reaching retirement age; or
(ii)	attaining pensionable age while continuing to hold an office or employment within the Group; or
(iii)	ceasing to hold an office or employment within the Group by reason only that:

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(aa)	his office or employment is in a company of which the Company ceases to have Control; or
(bb)	his office or employment relates to a business or part of a business which is transferred to a person who is neither an Associated Company of the Company nor a company of which the Company has Control; or

(iv) in the circumstances and within the periods specified in Rule 8.

(b)	No Participant shall be treated for the purposes of paragraphs (a)(i) and (iii) above as ceasing to hold the office or employment by virtue of which he is eligible to participate in the Plan until he ceases to hold an office or employment in the Company or any Associated Company of the Company or any company of which the Company has Control.
(c)	If a Participant dies prior to the Maturity Date of the relevant Savings Contract his Option may be exercised within the period of 12 months after the date of his death or if he dies within six months after the completion of the Savings Contract, his Option may be exercised within the period of 12 months after the completion of the Savings Contract.
(d)	No Option shall be exercisable more than thirty months after the Maturity Date of the relevant Savings Contract.
(e)	Save as provided in paragraphs (a)(i), (iii) and (iv) and (b) above an Option shall be exercised by a Participant only if at the date of exercise he is a director or employee of a company in the Group or an Associated Company.
(f)	Subject to paragraph (g) below an Option shall be exercisable once only in whole or in part during the periods referred to in paragraphs (a) and (b) above by the Participant delivering to the Secretary of the Company at the registered office of the Company notice in writing or by e-mail in such form as the Board may from time to time determine specifying the number of Shares in respect of which the Option is exercised together with (subject to paragraph (k) below) the relevant remittance to be delivered in a form specified by the Board, [and any evidence of saving and termination if required by the Board.]. Subject to Rule 8(c) the date of receipt by the Secretary of the Company of such notice together with such remittance shall be the date upon which the Option is deemed to be exercised.
(g)	Subject to paragraph (k) below, if upon exercise of an Option the remittance as referred to in paragraph (f) above is less than the amount required to pay for all the Shares in respect of which the Option is exercisable the Option shall be deemed to have been exercised in respect of such whole number of Shares as may be acquired with the amount of the remittance and the Option to the extent not so deemed to be exercised shall immediately lapse.
(h)	If a Participant exercises an Option the Board may in lieu of allotting or transferring Shares in accordance with Rule 9(a) of the Scheme:

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EX-4.7

Exhibit 4.7

REUTERS GROUP PLC
RESTRICTED SHARE PLAN

FOR PARTICIPANTS EMPLOYED BY NON-UK COMPANIES

Adopted by the Board on [ • ] April 2004 and amended by [the Remuneration
Committee] on [11] March 2008

TABLE OF CONTENTS

		PAGE
1.	DEFINITIONS		1
2.	GRANT OF AWARDS		3
3.	NUMBER OF SHARES IN RESPECT OF WHICH AWARDS MAY BE GRANTED		5
4.	RELEASE OF AWARDS		6
5.	LAPSE OF AWARDS AND CESSATION OF EMPLOYMENT		7
6.	GENERAL OFFER FOR THE COMPANY ETC.		9
7.	ADJUSTMENTS OF AWARDS		11
8.	TAXATION AND SOCIAL SECURITY CONTRIBUTIONS		11
9.	AMENDMENT AND ADMINISTRATION		11
10.	GENERAL		12
11.	DATA PROTECTION		13

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REUTERS GROUP PLC RESTRICTED SHARE PLAN FOR PARTICIPANTS EMPLOYED BY NON-UK COMPANIES

1.	DEFINITIONS
1.1	In this Plan, unless the context otherwise requires, the following words and expressions have the following meanings, namely:
	ADS means American Depositary Shares, evidenced by American Depositary Receipts, each ADS representing six Shares;
	Adoption Date means the date of adoption of the Plan by the Board;
	Award means an award granted in the form referred to in rule 2.1 and Awarded shall be construed accordingly;
	Award Letter means the notification to a Participant by the Grantor setting out the specific conditions of an Award;
	Basic Salary means an Eligible Employee’s annual basic salary in respect of his employment with the Group;
	Board means the board of directors of the Company or where appropriate a duly authorised committee thereof;
	Capital Reorganisation means any variation in the share capital or reserves of the Company (including, without limitation by way of capitalisation issue, rights issue, sub-division, consolidation or reduction);
	Company means Reuters Group PLC registered in England and Wales No. 03296375 by whatever name from time to time;
	Control has the meaning given by section 840 of the Taxes Act;
	Date of Grant means the date on which the Grantor makes an Award;
	Discretionary Share Plan means an Employees’ Share Scheme in which participation is solely discretionary;
	Eligible Employee means any bona fide employee of (or a secondee from any member of the Group to) any non-UK tax resident member of the Group;
	Employees’ Share Scheme has the meaning given by section 743 of the Companies Act 1985;
	Grantor means the Trustee;

Grant Period means the period of 42 days commencing on any of the following:

(a)	the date of adoption of the Reuters Group PLC Restricted Share Plan;
(b)	the day immediately following the day on which the Company makes an announcement of its results for the last preceding year, half year or other period; or
(c)	any day on which the Board resolves that exceptional circumstances exist that justify the grant of Awards;

Group means the Company and its Subsidiaries and member of the Group shall be construed accordingly;

the London Stock Exchange means the London Stock Exchange plc or any successor body to it;

Market Value means in relation to a Share on any day:

(a)	if and so long as the Shares are listed on the London Stock Exchange, the closing middle market quotation for such a Share on the Date of Grant (as derived from the Daily Official List of the London Stock Exchange); or
(b)	subject to (a) above, its market value determined in accordance with Part VIII of the Taxation Chargeable Gains Act 1992;

Official List means the Official List of the UK Listing Authority;

Participant means any individual to whom an Award has been granted under the Plan (including where the context permits, the legal personal representatives of a deceased Participant);

Participating Company means any Subsidiary of the Company which is resident for tax purposes outside the UK;

Performance Conditions means any performance conditions applicable to an Award imposed by the Board under rule 2.6;

the Plan means this Reuters Group PLC Restricted Share Plan for Participants Employed by Non-UK Companies as amended from time to time;

Plan Location means a territory in which persons are employed by one or more Participating Companies;

Registered Holder means any person or persons nominated by the Grantor to hold Shares on behalf of a Participant;

Release means the transfer to a Participant of the Shares to which he is entitled under these rules (whether automatically or pursuant to a notice of release), and Release Date shall be construed accordingly;

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	Restricted Period means unless foreshortened pursuant to rules 5 and 6 of this Plan, a period specified by the Grantor on the Date of Grant commencing on the Date of Grant and expiring on a Vesting Date;
	Shares means fully paid and irredeemable ordinary shares in the capital of the Company or shares representing those shares following any Capital Reorganisation;
	Subsidiary has the meaning given by sections 736 and 736A of the Companies Act 1985;
	Taxes Act means the Income and Incorporation Taxes Act 1988;
	the Trustee means the trustee or trustees for the time being of any employee trust established by the Company from time to time for the benefit of (inter alia) employees of any member of the Group and which is an employees’ share scheme as defined in section 743 of the Companies Act 1985;
	UK Listing Authority means the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000;
	Vesting means the unconditional entitlement of a Participant to call for some or all of the Shares comprised in the Award pursuant to these rules, and Vest shall be construed accordingly; and
	Vesting Date means the date on which a Restricted Period expires.
1.2	Where the context permits the singular shall include the plural and vice versa and the masculine shall include the feminine. Headings shall be ignored in construing the Plan.
1.3	References to any act of Parliament shall include any statutory modification, amendment or re-enactment thereof.
2.	GRANT OF AWARDS
2.1	The Grantor may, during a Grant Period, in its discretion (but always in consultation with the Board), grant Awards in the form of a nil cost option, a right to acquire Shares, a contingent right to acquire or receive Shares (or, in exceptional circumstances, a contingent right to receive a cash sum equal to the Market Value of the number of Shares comprised in the Award), an allocation of Shares subject to restrictions on dealings in those Shares or a conditional allocation of Shares subject to forfeiture, to any Eligible Employees selected by the Board (in consultation with the Grantor). Any reference to an Award being “capable of Release” or “Released” shall in the case of an Award which is granted in the form of an option be construed as being “exercisable” or “exercised” and in the case of an allocation of Shares shall be construed as being “no longer subject to any relevant restrictions” or as “no longer at risk of forfeiture” (as the case may be).
2.2	Subject to rule 3.4, the number of Shares that may be comprised in an Award granted to an Eligible Employee shall be determined by the Grantor (with the agreement of the Board).

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2.3

The Grantor (in consultation with the Board) shall determine prior to the Date of Grant, and shall ensure it is specified in the Award Letter issued to a Participant, whether the Participant shall have any beneficial interest in the Shares the subject of an Award and whether he shall have any rights to dividends in respect of the Shares and such other rights commonly enjoyed by a beneficial owner of Shares or whether he shall have only a conditional right to acquire or receive such Shares in which case he shall have no beneficial interest in the Shares until the Release of such Award. If the Grantor determines that a Participant shall have a beneficial interest in the Shares, it shall nominate a Registered Holder.

2.4

If a Participant is to have beneficial ownership of the Shares the subject of an Award, the Shares shall be issued or transferred and registered in the name of the nominated Registered Holder and:

(a)	the Participant shall not be entitled to delivery of a share certificate until the Restricted Period has expired;
(b)	the Registered Holder shall retain custody of such Shares during the Restricted Period; and
(c)	the Participant may not sell, transfer, assign, pledge, exchange (or attempt to do so) or otherwise dispose of such Shares during the Restricted Period.

The Registered Holder shall account to the Participant for any dividends paid in respect of the Shares during the Restricted Period and shall seek directions from the Participant as to how the Registered Holder should vote on a poll in respect of such Shares.

2.5	No Awards shall be granted more than 10 years after the date of adoption of the Reuters Group PLC Restricted Share Plan.
2.6	The Board (subject to the subsequent agreement of the Grantor) may in its absolute discretion specify Performance Conditions which must, unless otherwise stated in the Rules, be satisfied prior to the Release of an Award. Such conditions:

(a)	shall be determined prior to the Date of Grant and shall be specified in the Award Letter issued to the Participant; and
(b)	may be amended or waived after the Date of Grant if:

(i)	those circumstances which prevailed at the Date of Grant and which were relevant to the Performance Conditions that were originally imposed regarding the Release of an Award have subsequently changed; and
(ii)	the Grantor (with the agreement of the Board) is satisfied that any such amended Performance Conditions would be a fairer measure of the performance of the Participant and the Board reasonably determines that such amended Performance Conditions are no more difficult to satisfy than the original Performance Conditions.

2.7 There shall be no monetary consideration for the grant of any Award under the Plan.

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2.8 Each Award shall be made by an Award Letter issued by the Grantor and shall be subject to such terms and conditions consistent with the Plan as the Grantor may determine with the agreement of the Board. The Award Letter shall state:

(a)	the Date of Grant;
(b)	the Vesting Dates relevant to the Award;
(c)	the number of Shares comprised in the Award to be Released on each Vesting Date;
(d)	any Performance Conditions applicable to the Award imposed under rule 2.6 and whether the Release of the Award pursuant to rule 5.2 or rule 6 is subject to the achievement of Performance Conditions; and
(e)	any Restricted Periods applying to the Award.

2.9	Absent express provisions, nothing in these rules or in an Eligible Employee’s contract of employment shall be construed as giving to any Eligible Employee a right to receive, or be considered for, an Award.
2.10	The grant of any Award under the Plan shall be subject to the provisions of the Model Code for Securities Transactions by Directors of Listed Companies and to obtaining any approval or consent required under the provisions of the Listing Rules published by the UK Listing Authority or the City Code on Takeovers and Mergers or of any regulation or enactment applicable to such grant.
3.	NUMBER OF SHARES IN RESPECT OF WHICH AWARDS MAY BE GRANTED
3.1	No Award shall be granted to the extent that the result of that grant would be that the aggregate number of Shares that could be issued in respect of that Award and any other Awards granted at the same time, when added to the number of Shares that:

(a)	could be issued in respect of any subsisting Awards or options granted during the preceding ten years under the Plan or any other Employees’ Share Scheme established by the Company or any company under the Control of the Company; and
(b)	have been issued in respect of any Awards or options granted during the preceding ten years under the Plan or any other Employees’ Share Scheme established by the Company or any company under the Control of the Company,

	would exceed 10 per cent of the ordinary share capital of the Company for the time being in issue.
3.2	Reference in this rule 3 to the issue of Shares shall, for the avoidance of doubt, mean the issue and allotment (but not transfer) of Shares.

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3.3	In determining the above limits no account shall be taken of any newly issued Shares where the right to acquire/purchase the Shares was released, lapsed or otherwise became incapable of exercise.
3.4	An Award shall not be granted to an Eligible Employee if such grant would cause the total Market Value of the maximum number of Shares that may be acquired on Release of the Award (as measured at the Date of Grant of the Award) when aggregated with the total Market Value of the maximum number of Shares that may be acquired pursuant to any other Award granted to the Eligible Employee under the Plan in the previous 12 months, to exceed 100% of the Eligible Employee’s Basic Salary as at the Date of Grant or, if the Board considers that circumstances exist which justify a higher amount, such higher amount as the Board may in its absolute discretion determine up to and including an amount equal to 200% of his Basic Salary.
4.	RELEASE OF AWARDS
4.1	Save as otherwise permitted in these Rules and subject to rule 4.2, an Award (or part thereof) shall not Vest and be capable of Release until the expiry of the relevant Restricted Period.
4.2	Save as otherwise permitted in these Rules an Award (or part thereof) shall not Vest and be capable of Release unless:

(a)	the Participant remains an employee of any member of that Group until the end of the relevant Restricted Period; and
(b)	any Performance Condition to which the Award is subject has been satisfied.

4.3	If the Award is subject to a Performance Condition, as soon as reasonably practicable after the end of the relevant Restricted Period the Board shall determine the extent to which the Performance Condition has been satisfied and an Award (or part thereof) has become Vested and capable of Release.
4.4	Subject to rule 4.6, the Release of an Award (or part thereof) that is granted in the form of an option or a right to acquire Shares shall be made no later than six months after the expiry of the relevant Restricted Period. A Participant must request the Release of such an Award (or part thereof) by giving notice in writing to the Company (or such other person or entity as the Grantor may direct) in the prescribed form.
4.5	Subject to any necessary consents and to compliance by the Participant with the terms of the Plan, the Grantor shall procure not later than 30 days after receipt of a valid notice of Release of an Award (or part thereof) by a Participant or after any date on which an Award (or part thereof) has Vested and become capable of Release, the delivery to the Participant (or, to his nominee) of the Shares to which he is entitled (or where it was so determined at grant, a cash sum equal to the Market Value of such Shares) free from any liens, charges or encumbrances. The Grantor shall (unless the Shares have been issued in uncertified form) as soon as practicable deliver or procure the delivery to the Participant (or his nominee) of a definitive share certificate or other evidence of title in respect of such Shares.

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4.6	Where the Release of an Award (or part thereof) or the issue or transfer of Shares under the Plan would be prohibited by law or the Model Code for Securities Transactions by Directors of Listed Companies, the Award (or part thereof) shall not be treated as having Vested and the period during which the Award (or part thereof) may be Released and during which Shares may be issued or transferred shall not be treated as commencing until such period of prohibition no longer applies.
4.7	An Award shall be personal to the Participant and the Participant shall not sell, transfer, pledge, assign (or attempt to do so) or otherwise dispose of all or any Shares which are the subject of any part of an Award which has not reached its Vesting Date or any interest therein until the relevant Vesting Date. Any attempt by the Participant to sell, transfer, pledge, assign or otherwise dispose of such Shares or any interest in them shall result in the immediate lapse of the Award.
4.8	In relation to any Participant resident in the United States of America the Shares to which such Participant is entitled may, at the Participant’s election, be delivered in the form of ADSs (rounded down in the case of any fractional ADSs to a whole number of ADSs).
4.9	On the Release of any Award under rule 5 or rule 6 below the Shares to which the Participant is entitled will, in the case of any fractional Shares, be rounded down to a whole number of Shares.
5.	LAPSE OF AWARDS AND CESSATION OF EMPLOYMENT
5.1	Save as otherwise provided in these rules, any part of a Participant’s Award which has not reached its Vesting Date shall lapse automatically and any Shares which are subject thereto of which the Participant has beneficial ownership shall be forfeited automatically on the earliest of:

(a)	the Participant being declared bankrupt or entering into any general composition with or for the benefit of his creditors, including a voluntary arrangement under the Insolvency Act 1986;
(b)	the Participant ceasing to be an employee of a member of the Group (whether lawfully or unlawfully);
(c)	any sale, transfer, pledge, assignment (or attempt to do so) or other disposal of the Shares which are the subject of the Award;
(d)	the expiry of the period, in rule 5.2 or rule 5.4;
(e)	in the expiry of any applicable period under rule 6.

5.2 Where a Participant ceases to be an employee of a member of the Group by reason of:

(a)	injury, disability or ill-health;
(b)	retirement at or after the date on which he is bound to retire under his contract of employment;

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(c)	early retirement (with the consent of the Board and the subsequent agreement of the Grantor);
(d)	redundancy (within the meaning of the Employment Rights Act 1996);
(e)	his employing company ceasing to be a member of the Group;
(f)	the business (or part of the business) in which he is employed being transferred to a transferee which is not a member of the Group; or
(g)	any other reason the Board (with the subsequent agreement of the Grantor) so decides,

	subject to any different terms specified in the Award Letter (including in relation to the achievement of Performance Conditions), the Participant’s Award (or part thereof) shall Vest and be capable of Release from the date on which the Participant’s employment ceases in respect of: (i) the Shares comprised in any part of the Award that has passed its Vesting Date and have not already been Released, and (ii) such number of Shares as is calculated by multiplying the number of Shares comprised in the next part of the Award (if any) to Vest by the fraction A/B (where A is the number of whole months between the date on which the Participant’s employment ceased and the relevant previous Vesting Date and B is 12 or such other number determined by the Board (with the subsequent agreement of the Grantor)) and the Grantor will procure the delivery of such Shares to the Participant within 90 days and the remainder of the Award shall lapse SAVE THAT the Board (with the subsequent agreement of the Grantor) may, prior to such cessation, determine that the Participant’s Award shall Vest and be capable of Release in full.
5.3	For the purpose of rule 5, a female Participant shall not be treated as ceasing to be an employee of a member of the Group if absent from work wholly or partly because of pregnancy or confinement, until she ceases to be entitled to exercise any statutory or contractual entitlement right to return to work.
5.4	If the Participant dies while in service or at any time after leaving service when he holds an Award (or part thereof), subject to any different terms specified in his Award Letter (including in relation to the achievement of Performance Conditions), the Participant’s Award (or part thereof) shall Vest and be capable of Release by his legal personal representatives within twelve months of the date on which death occurred in respect of: (i) the Shares comprised in any part of the Award that has passed its Vesting Date and have not already been Released, and (ii) such number of Shares as is calculated by multiplying the number of Shares comprised in the next part of the Award (if any) to Vest by the fraction A/B (where A is the number of whole months between the date on which death occurred and the relevant previous Vesting Date and B is 12 or such other number determined by the Board (with the subsequent agreement of the Grantor)) and the Grantor will procure the delivery of such Shares within 90 days and the remainder of the Award shall lapse SAVE THAT the Board (with the subsequent agreement of the Grantor) may determine that the Participant’s Award shall Vest and be capable of Release in full.

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6. GENERAL OFFER FOR THE COMPANY ETC.

6.1	If any person (either alone or together with any person acting in concert with him) makes a general offer to acquire the whole of the share capital of the Company (other than those shares which are already owned by him and/or any person acting in concert with him), the Company shall, as soon as reasonably practicable thereafter, give notice to each Participant of such general or other offer and prior to the date on which the offer becomes or is declared unconditional in all respects. Subject to any different terms specified in the Award Letter (including in relation to the achievement of Performance Conditions), the Shares comprised in the Participant’s Award shall be Released on the date on which the offer becomes or is declared unconditional and the Grantor shall procure the delivery of the Shares to the Participant within 30 days of the date on which the change of Control occurs SAVE THAT the Board (with the subsequent agreement of the Grantor) may prior to such date determine that the Award shall be Released only in respect of: (i) the number of Shares comprised in any part of the Award that has passed its Vesting Date and have not already been Released, and (ii) such number of Shares as is calculated by multiplying the number of Shares comprised in the next part of the Award (if any) to Vest by the fraction A/B (where A is the number of whole months between the date on which the offer becomes or is declared unconditional in all respects and the relevant previous Vesting Date and B is 12 or such other number determined by the Board (with the subsequent agreement of the Grantor)) and the remainder of the Award shall lapse.
	Scheme of Arrangement
6.2	If a Court sanctions a compromise or scheme of arrangement under section 425 of the Companies Act 1985 for the purposes of considering a scheme of arrangement involving the reconstruction of the Company, subject to any different terms specified in the Award Letter (including in relation to the achievement of Performance Conditions), the Shares comprised in the Participant’s Award shall be Released on the date of court approval or sanction and the Grantor shall procure the delivery of the Shares to the Participant within 30 days of such date SAVE THAT the Board (with the subsequent agreement of the Grantor) may prior to such date determine that the Award shall be Released only in respect of: (i) the number of Shares comprised in any part of the Award that has passed its Vesting Date and have not already been Released, and (ii) such number of Shares as is calculated by multiplying the number of Shares comprised in the next part of the Award (if any) to Vest by the fraction A/B (where A is the number of whole months between the date on which the compromise or scheme is sanctioned or approved by the court and the relevant previous Vesting Date and B is 12 or such other number determined by the Board (with the subsequent agreement of the Grantor)) and the remainder of the Award shall lapse PROVIDED THAT other than in exceptional circumstances (as determined by the Board (with the subsequent agreement of the Grantor)) Shares shall not be allotted and transferred under this Rule 6.2 if the purpose and effect of the scheme of arrangement is to create a new holding company for the Company, such company having substantially the same shareholders and proportionate shareholdings as those of the Company immediately prior to the scheme of arrangement, the Board shall instead recommend that the provisions of Rule 6.3 should apply automatically.
6.3	If any person (the Acquiring Company) obtains Control of the Company as a result of any of the transactions described in Rules 6.1 or 6.2 above then, subject to the proviso

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to Rule 6.2 above, each Participant may by agreement with the Acquiring Company elect that his outstanding Awards should continue. On this basis, Participants’ Awards (Old Awards) will become awards (New Awards) in respect of shares in the Acquiring Company. Each New Award will be equivalent to each Old Award before the change of Control. The New Awards will not be regarded as equivalent to the Old Awards unless:

(a)	they are governed by the rules of the Plan in effect immediately before the release of the Old Awards; and
(b)	the total Market Value of the Shares the subject of the Old Awards is equal to the total Market Value immediately after the release of the shares the subject of the New Awards. The provisions of the Plan will, for this purpose, be construed as if the New Awards were granted under the Plan at the same time as the Old Awards.

	References to Shares will, in relation to the New Award, be taken as references to shares of the company whose shares are under New Awards. References to the Company shall be taken to be references to the company whose shares are under the New Awards, where appropriate.
	Demerger
6.4	If the Board becomes aware that the Company is or is expected to be affected by any demerger, dividend in specie, super-dividend or other transaction which, in the opinion of the Board, would affect the current or future value of any Awards, subject to any different terms specified in the Award Letter (including in relation to the achievement of Performance Conditions), the Board (with the subsequent agreement of the Grantor) may determine that all or some of the Shares comprised in the Participant’s Award shall be Released on a date determined by the Board (with the subsequent agreement of the Grantor) and the Grantor shall procure the delivery of such Shares to the Participant within 30 days of the Shares becoming capable of Release. If the Board determines (with the subsequent agreement of the Grantor) that Shares may be Released under this rule 6.4, it shall also determine whether the remaining Shares comprised in an Award shall lapse.
	Voluntary Winding-up
6.5	If notice is duly given of a resolution for a voluntary winding-up of the Company then subject to any different terms specified in the Award Letter (including in relation to the achievement of Performance Conditions), the Board may determine (with the subsequent agreement of the Grantor) that all or some of the Shares comprised in the Participant’s Award shall be Released on a date determined by the Board (with the subsequent agreement of the Grantor) and the Grantor shall procure the delivery of such Shares to the Participant within 30 days of the Shares becoming capable of Release SAVE THAT the Board (with the subsequent agreement of the Grantor) may prior to such date determine that the Award shall be Released only in respect of: (i) the number of Shares comprised in any part of the Award that has passed its Vesting Date and have not already been Released, and (ii) such number of Shares as is calculated by multiplying the number of Shares comprised in the next part of the Award (if any) to Vest by the fraction A/B (where A is the number of whole months

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between the date on which the resolution is passed and the relevant previous Vesting Date and B is 12 or such other number determined by the Board (with the subsequent agreement of the Grantor)) and the remainder of the Award shall lapse.

7.	ADJUSTMENTS OF AWARDS
7.1	In the event of any Capital Reorganisation or the implementation by the Company of a demerger or the payment by the Company of a dividend in specie or a super-dividend (which in the case of a demerger or payment of a dividend would materially affect the value of an Award), to the definition of Shares and the number of Shares comprised in an Award may be adjusted in such manner as the Board (with the subsequent agreement of the Grantor) may determine PROVIDED THAT in respect of an Award under which Shares are to be transferred, prior notification shall be given to the person holding the Shares to which the award relates.
8.	TAXATION AND SOCIAL SECURITY CONTRIBUTIONS
8.1	Any liability of a Participant to taxation arising in respect of any Award shall be for the account of the Participant. The grant of any Award shall be conditional on the Eligible Employee agreeing to comply with any arrangements specified by the Company or the Grantor for the payment of taxation and any social security contributions in respect of the Award (including without limitation the right of the Company or the Grantor to arrange the sale on his behalf of sufficient Shares to satisfy any taxation or social security liability on his part which the Company or any member of the Group may be liable to withhold).
8.2	To the extent legally possible, the Grantor may determine that the Release of an Award is conditional on the Participant entering into

(a)	an agreement to reimburse any member of the Group that employs the Participant in whole or in part for any employer social security contributions arising in connection with such Award; or
(b)	an election with any member of the Group that employs the Participant to assume the liability for any Secondary Class 1 national insurance contributions, payable in connection with such an Award including an agreement or election under paragraph 3A or 3B of Schedule 1 to the Social Security Contributions and Benefits Act 1992.

9.	AMENDMENT AND ADMINISTRATION
9.1	The decision of the Board shall be final and binding in all matters relating to the Plan, subject to it obtaining the consent of the Grantor where specifically provided in these Rules. The Board (with the subsequent agreement of the Grantor) may take any actions it considers necessary or desirable to remedy errors of a purely administrative nature made in connection with the operation of the Plan and may, at any time, discontinue the grant of further Awards.
9.2	The Board (with the subsequent agreement of the Grantor) may amend any of the provisions of the Plan in any way it thinks fit, provided that:

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(a)	no amendments can be made that would materially prejudice the interests of existing Participants except with the prior consent or sanction of Participants who, if their Awards Vested in full, would thereby become entitled to not less than three-quarters of all the Shares which would fall to be allotted or transferred upon exercise in full of all outstanding Awards; and
(b)	no amendment to the advantage of Eligible Employees or Participants may be made to:

(i)	the definition of Eligible Employee in rule 1.1;
(ii)	the limitations on the numbers of Shares subject to the Plan;
(iii)	the maximum entitlement of an Eligible Employee under the Plan;
(iv)	the basis for determining an Eligible Employee’s entitlement to Shares under the Plan;
(v)	the terms of Shares to be provided under the Plan;
(vi)	the adjustment provisions of rule 7 of the Plan,

	without the prior approval of the Company in general meeting except in the case of minor amendments to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Eligible Employees and Participants or any member of the Group; and
(c)	without prejudice to any provision of the Plan which provides for the lapse of an Award, the Grantor may not cancel an Award unless the Participant agrees in writing to such cancellation.

9.3	Notwithstanding any other provision of the Plan, the Board may establish appendices to the Plan for the purpose of granting Awards to Eligible Employees in a particular Plan Location, subject to such modifications as may be necessary or desirable to take account of tax, exchange control or securities laws in such Plan Location provided that any Shares made available under such appendices shall count towards the limit set out in rule 3.
10.	GENERAL
10.1	Any member of the Group may provide money to the Trustees or any other person to enable them or him to acquire Shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for that purpose, to the extent not prohibited by section 151 of the Companies Act 1985.
10.2	The Plan shall terminate upon the tenth anniversary of the date of adoption of the Reuters Group PLC Restricted Share Plan or at any earlier time by the passing of a resolution by the Board. Termination of the Plan shall be without prejudice to the subsisting rights of Participants.

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10.3	The rights and obligations of any individual under the terms of his office or employment with the Group shall not be affected by his participation in the Plan or any right he may have to participate in the Plan. An individual who participates in the Plan waives all and any rights to compensation or damages in consequence of the termination of his office or employment with any company for any reason whatsoever (whether lawfully or unlawfully), insofar as those rights arise or may arise from his ceasing to have rights under the Plan as a result of such termination, or from the loss or diminution in value of such rights or entitlements. In the event of any conflict between the terms of this rule 10.3 the Participant’s terms of employment, this rule will take precedence.
10.4	The existence of any Award shall not affect in any way the right or power of the Company or its shareholders to make or authorise any or all adjustments, recapitalisations, reorganisations or other changes in the Company’s capital structure, or any merger or consolidation of the Company, or any issue of Company shares, bonds, debentures, preferred or prior preference stocks ahead of, or convertible into, or otherwise affecting the Shares or the rights thereof, or the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
10.5	Any notice or other document required to be given under or in connection with the Plan may be delivered to a Participant or sent by post to him at his home address according to the records of his employing company or such other address as may appear to the Grantor to be appropriate including any electronic address. Notices sent by post shall be deemed to have been given on the fourth business day following the date of posting and notices sent by electronic means shall be deemed to have been given twelve hours after the time of despatch or at such earlier time as receipt is acknowledged. Any notice or other document required to be given to the Company or the Grantor under or in connection with the Plan may be delivered or sent by post to it at its registered office (or such other place or places as the Company or the Grantor may from time to time determine and notify to Participant).
10.6	Benefits under the Plan shall not be pensionable.
10.7	The Company, or where the Board so directs any Participating Company, shall pay the appropriate stamp duty on behalf of Participants in respect of any transfer of Shares on the Release of Awards except where such liability arises as a result of the Participant’s request to receive ADSs on Release unless the Board directs otherwise.
10.8	These Rules shall be governed by and construed in accordance with English law. All disputes arising out of or in connection with the rules shall be subject to the exclusive jurisdiction of the courts of England and Wales.
11.	DATA PROTECTION
	By participating in the Plan the Participant consents to the holding and processing of personal data provided by the Participant to the Company for all purposes relating to the operation of the Plan. These include, but are not limited to:

(a) administering and maintaining Participant records;

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(b)	providing information to trustees of any employee benefit trust, registrars, brokers savings carrier or other third party administrators of the Plan;
(c)	providing information to future purchasers of the Company or the business in which the Participant works; and
(d)	transferring information about the Participant to a country or territory outside the European Economic Area.

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EX-5.1

EXHIBIT 5.1

	Allen & Overy LLP
	One Bishops Square
Thomson Reuters PLC	London E1 6AO United
Three Times Square	Kingdom
New York	Tel     +44 (0)20 3088 0000
New York 10036	Fax     +44 (0)20 3088 0088
Our ref          14944-00333 CO:7950995.2
	17 April 2008

Dear Sirs

Re: Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8 (File No. 333-137651)

          We have acted as English legal advisers to Thomson Reuters PLC (“TR PLC”), a company incorporated under the laws of England and Wales and successor issuer to Reuters Group PLC (“Reuters”) following the acquisition of Reuters by The Thomson Corporation, renamed Thomson Reuters Corporation as of April 17, 2008, by implementing a dual listed company structure (the “Transaction”) pursuant to an English court approved scheme of arrangement of Reuters (the “Reuters Scheme”), in connection with Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-137651 (the “Registration Statement”)), relating to (i) the Reuters Group PLC Long-Term Incentive Plan 1997; (ii) the Reuters Group PLC Discretionary Stock Option Plan; (iii) the Reuters Group PLC International SAYE Share Option Plan 1997; (iv) the Reuters Group PLC Restricted Share Plan for participants employed by UK companies;, (v) the Reuters Group PLC Global Restricted Share Plan; (vi) the Reuters Group PLC Restricted Share Plan for participants employed by non-UK companies; and (vii) the Reuters America Inc. Employee Stock Purchase Plan ((i) to (vii) hereof collectively, the “Plans”), filed by TR PLC pursuant to Rule 414 under the Securities Act of 1933, as amended, to reflect:

          (x)     that TR PLC succeeded to the Plans;

          (y)     that TR PLC’s subsidiary, TR (2008) Limited (“TR (2008)”) (a company incorporated under the laws of England and Wales) has become the holder of the entire issued share capital of Reuters; and

          (z)     that the articles of association of Reuters, the articles of association of TR (2008) and the Plans were amended to provide that, following the closing of the Transaction, upon exercise of an option or award granted under the Plans: (i) shares in Reuters issued by Reuters or transferred from an employee benefit trust of Reuters to the relevant participant under the Plans (the “Reuters Shares”) will automatically be acquired by TR (2008); (ii) TR (2008) shall in turn issue shares to

Allen & Overy LLP is a limited liability partnership registered in England and Wales with registered number OC306763. It is regulated by the Solicitors Regulation Authority of England and Wales. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications. A list of the members of Allen & Overy LLP and of the non-members who are designated as partners is open to inspection at its registered office, One Bishops Square, London E1 6AO.

Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi, Amsterdam, Antwerp, Bangkok, Beijing, Bratislava, Brussels, Budapest, Dubai, Düsseldorf, Frankfurt, Hamburg, Hong Kong, London, Luxembourg, Madrid, Mannheim, Milan, Moscow, New York, Paris, Prague, Riyadh (associated office), Rome, Shanghai, Singapore, Tokyo and Warsaw.

TR PLC (the “TR (2008) Shares”); and (iii) the relevant participant under the Plans shall be issued TR PLC ordinary shares (the “Ordinary Shares”) and the cash consideration provided under the Reuters Scheme on substantially the same terms as provided in the Transaction.

          This opinion is being furnished to you at the request of TR PLC.

          In connection with furnishing this opinion, we have made such investigations and examined originals or copies certified or otherwise identified to our satisfaction of such documents, records and certificates of TR PLC and government officials as we have considered necessary or relevant for the purposes of this opinion, including:

(a)     a copy of the memorandum and articles of association, as amended to date, of TR PLC;

(b)     a copy of the memorandum and articles of association, as amended to date, of TR (2008);

(c)     a copy of the memorandum and articles of association, as amended to date, of Reuters;

(d)     a copy of the resolution of the shareholders of Reuters dated 26 March 2008 approving, amongst other matters, the Reuters Scheme;

(e)     a copy of the minutes of a meeting of the board of directors of Reuters held on 19 February 2008 approving the Transaction and the proposed treatment of participants in the Plans;

(f)     a certified copy of the minutes of a meeting of a committee of the board of directors of TR PLC held on 10 April 2008 authorising the issue of the Ordinary Shares;

(g)     a certified copy of the resolution of the shareholders of TR PLC dated 22 February 2008 increasing the authorised share capital of TR PLC and authorsing the allotment of certain securities;

(h)     a certified copy of the minutes of a meeting of the board of directors of TR (2008) held on 16 April 2008 authorising the issue of the TR (2008) Shares;

(i)     a certified copy of the resolution of the shareholders of TR (2008) held on 28 February 2008 increasing the authorised share capital of TR PLC and authorising the allotment of certain securities;

(j)     the final draft of the Registration Statement; and

(k)     certified copies of the orders of the Court approving the Reuters Scheme.

          Except as stated above, we have not examined any documents or records or carried out any searches or enquiries for the purposes of this opinion. In giving this opinion, we have assumed, without independent investigation:

(a)     the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals;

(b)     the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of the latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete;

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(c)     none of Reuters, TR PLC or TR (2008) has made a payment out of capital in respect of the purchase of its own shares which would cause a liability to be incurred by their shareholders under the UK Insolvency Act 1986 (as amended);

(d)     none of the holders of Reuters shares, TR PLC’s shares or TR (2008)’s shares have and will not receive any dividends or distribution which constitute an unlawful distribution pursuant to common law or the UK Companies Act 1985 and 2006;

(e)     there is no actual or implied additional contractual relationship between TR PLC and the holders of the Ordinary Shares, except for the articles of association of TR PLC;

(f)     the Reuters Shares will comprise part of the authorised share capital of Reuters at the time of issue and they will be, or have been, properly allotted and issued by Reuters, under all applicable laws and by its memorandum of association and articles of association, including registering the new members in Reuters register of members as appropriate;

(g)     the TR (2008) Shares will comprise part of the authorised but unissued share capital of TR (2008) at the time of issue and they will be properly allotted and issued by TR (2008), under all applicable laws and by its memorandum of association and articles of association, including registering the new members in TR (2008)’s register of members as appropriate;

(h)     the Ordinary Shares will comprise part of the authorised but unissued share capital of TR PLC at the time of issue and they will be properly allotted and issued by TR PLC, under all applicable laws and by its memorandum of association and articles of association, including registering the new members in TR PLC’s register of members as appropriate;

(i)     Reuters has at all times complied with its obligations under the Plans;

(j)     Reuters board of directors has properly authorised the allotment and issue of the Reuters Shares prior to their allotment and issue;

(k)     TR PLC’s board of directors has properly authorised the allotment and issue of the Ordinary Shares prior to their allotment and issue;

(l)     TR (2008)’s board of directors has properly authorised the allotment and issue of the TR (2008) Shares prior to their allotment and issue;

(m)     the Ordinary Shares and the TR (2008) Shares will, before or upon allotment or issue, have been fully paid in accordance with the UK Companies Acts 1985 and 2006;

(n)     there will not have been any material changes to English law prior to the issue of the Ordinary Shares or the TR (2008) Shares; and

(o)     each of the foregoing assumptions will be true and accurate at and immediately prior to the time of issue of the relevant Ordinary Shares and TR (2008) Shares.

          The opinions below are limited to English law as currently applied by the English courts and is given on the basis that it will be governed by and construed in accordance with current English law. Accordingly, we express no opinion with regard to any other system of law.

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          Based and relying upon and subject to the foregoing we are of the opinion that when issued upon valid exercise of an option or award to purchase Shares pursuant to the Plans, the Ordinary Shares will be validly issued and outstanding as fully paid and non-assessable.

          For the purposes of this opinion, we have assumed that the term “non-assessable” in relation to Ordinary Shares means under English law that the holder of such shares, in respect of which all amounts due on such shares as to the nominal amount and any premium thereon have been fully paid, will be under no further obligation to contribute to the liabilities of TR PLC solely in its capacity as holder of such shares.

          This letter is provided to you for your benefit, solely with regard to the transactions contemplated hereby, may be relied upon by you only in connection with such transactions, and may not be relied upon by any other person or for any other purpose without our prior written consent. The opinion set forth herein are made as of the date hereof, and we hereby disclaim any obligation, express or implied, to update such matters after the date hereof.

          We hereby consent to the inclusion of this opinion as an exhibit to the Form S-8. In giving this consent, we do not thereby admit that we that we come within the category of persons whose consent is required by the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.

Yours faithfully,

/s/ Allen & Overy LLP

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 (No. 333-137651) of Thomson Reuters PLC of our report dated March 6, 2008, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting of The Thomson Corporation, renamed Thomson Reuters Corporation effective April 17, 2008, which appears in Thomson Reuters PLC’s Annual Report on Form 20-F for the year ended December 31, 2007.

/s/   PricewaterhouseCoopers LLP

Chartered Accountants, Licensed Public Accountants
Toronto, Canada
April 17, 2008

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 (No. 333-137651) of Thomson Reuters PLC of our report dated March 19, 2008, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting of Reuters Group PLC, which appears in Thomson Reuters PLC’s Annual Report on Form 20-F for the year ended December 31, 2007.

/s/   PricewaterhouseCoopers LLP

London, England
April 17, 2008