6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2008 Commission File Number: 1-31349

THE THOMSON CORPORATION

(Translation of registrant’s name into English)

Metro Center, One Station Place

Stamford, Connecticut 06902, United States

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  o  Form 40-F  x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. o

Yes  o  No  x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  82-   .

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	THE THOMSON CORPORATION
	By:		/s/ Deirdre Stanley
		Name:		Deirdre Stanley
		Title:		Senior Vice President and General Counsel
Date: February 29, 2008

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EXHIBIT INDEX

Exhibit Number		Description
	99.1	Draft form of Thomson Reuters Corporation Amended and Restated Articles of Incorporation
	99.2	Draft form of Thomson Reuters Corporation Amended and Restated By-Laws
	99.3	Draft form of Equalization and Governance Agreement
	99.4	Draft form of Thomson Reuters Corporation Deed of Guarantee
	99.5	Draft form of Thomson Reuters PLC Deed of Guarantee
	99.6	Draft form of Thomson Reuters Corporation Special Voting Share Trust Deed
	99.7	Draft form of Thomson Reuters PLC Special Voting Share Trust Deed
	99.8	Draft form of Special Voting Share Agreement
	99.9	Draft form of Reuters Trust Principles Support Agreement
	99.10	Draft form of Amended and Restated Deed of Mutual Covenant
	99.11	Stock and Asset Purchase Agreement among The Thomson Corporation Delaware Inc., Thomson Legal & Regulatory Inc., Thomson Finance S.A., Thomson Learning Holdings Coöperatief U.A., Thomson Global Resources and Apax/TL Holdings LLC as amended
	99.12	Purchase Agreement between Thomson Canada Limited and Apax/TN Holdings LLC as amended

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EX-99.1

Exhibit 99.1

DRAFT FORM

BUSINESS CORPORATIONS ACT
RESTATED ARTICLES OF INCORPORATION
STATUTS MIS À JOUR

1.	The name of the corporation is:		Dénomination sociale de la compagnie:
	THOMSON REUTERS CORPORATION
2.	Date of incorporation/amalgamation		Date de la constitution ou de la fusion
	28 December 1977
	(Day, Month, Year)(jour, mois, année)
3.	The address of the registered office is:Adresse du siège social:
	Suite 2706, Toronto Dominion Bank Tower
	(Street & No. or R.R. No. & if Multi-Office Building give Room No.) (Rue et numéro ou numéro de la R.R. et, s’il s’agit d’un édifice à bureaux, numéro du bureau)
	Toronto-Dominion Centre, Toronto, Ontario			M5K 1A1
	(Name of Municipality or Post Office)(Nom de la municipalité ou du bureau de poste) (Postal Code)/(Code Postal)
	(Name of Municipality, Geographic Township) (Nom de la municipalité, du canton)	dans le/la	(County, District or Regional Municipality) (Comté, district, municipalité régionale)
4.	Number (or minimum and maximum number) of directors is:		Nombre (ou nombres minimal et maximal) d’administrateurs:
	Minimum of five (5); maximum of twenty (20).
5.	The director(s) is/are:		Administrateur(s):

First name, middle name & surname
Prénom, autres prénoms et nom de famille Address for service, giving Street & No. or R.R. No., Municipality and Postal Code
Domicile élu, y compris la rue et le numéro, le numéro de la R.R., ou le nom de la municipalité et le code postal Resident Canadian State
Yes or No
Résident Canadien Oui/Non

6.	Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise.	Limites, s’il y a lieu, imposées aux activités commerciales ou aux pouvoirs de la compagnie.
	None.
7.	The classes and any maximum number of shares that the corporation is authorized to issue:	Catégories et nombre maximal, s’il y a lieu, d’actions que la compagnie est autorisée à émettre:
	Section 1.1 of the attached Schedule A is incorporated in this form.
8.	Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors authority with respect to any class of shares which may be issued in series:	Droits, privilèges, restrictions et conditions, s’il y a lieu, rattachés à chaque catégorie d’actions et pouvoirs des administrateurs relatifs à chaque catégorie d’actions qui peut être émise en série:
	Section 1.2 through Section 1.7 of the attached Schedule A are incorporated in this form.
9.	The issue, transfer or ownership of shares is restricted and the restrictions (if any) are as follows:	L’émission, le transfert ou la propriété d’actions est/n’est pas restreint. Les restrictions, s’il y a lieu, sont les suivantes:

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	Subsections 1.5.5, 1.6.4 and 1.7.4 of the attached Schedule A are incorporated in this form.
10.	Other provisions, (if any):	Autres dispositions, s’il y a lieu:
	Article 2 through Article 8 of the attached Schedule A are incorporated in this form.
11.	These restated articles of incorporation correctly set out the corresponding provisions of the articles of incorporation as amended and supersede the original articles of incorporation and all the amendments thereto.	Les présents statuts mis à jour énoncent correctement les dispositions correspondantes des statuts constitutifs telles qu’elles sont modifiées et remplacent les statuts constitutifs et les modifications qui y ont été apportées.
	These articles are signed in duplicate.	Les présents status sont signés en double exemplaire.

THOMSON REUTERS CORPORATION
(Name of Corporation) (Dénomination sociale de la compagnie)
By:	“   ”
	Name:     Title:

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TABLE OF CONTENTS

ARTICLE 1.
CAPITALIZATION		1
1.1	Capitalization	1
1.2	Common Shares	1
1.3	Preference Shares	2
1.4	Cumulative Redeemable Floating Rate Preference Shares, Series II	3
1.5	Special Voting Share	12
1.6	The Reuters Founders Share	14
1.7	Equalization Share	30
ARTICLE 2.
MANAGEMENT OF THE CORPORATION		31
2.1	Constitution of the Board of Directors	31
2.2	Management Generally	31
2.3	Management in relation to the Equalization and Governance Agreement	31
2.4	Observance of Reuters Trust Principles	32
ARTICLE 3.
THOMSON-REUTERS NEWS SERVICES		32
3.1	Entitlement to Receive Thomson Reuters News Services	32
ARTICLE 4.
AMENDMENTS TO ARTICLES		33
4.1	Joint Electorate Action Amendments	33
4.2	Class Rights Action Amendments	33
4.3	Amendments upon Termination of Equalization and Governance Agreement	33
ARTICLE 5.
CASH DISTRIBUTIONS		34
5.1	Equalization Payment	34
5.2	Timing of Cash Distribution	34
ARTICLE 6.
INSOLVENCY		35
6.1	TR PLC Insolvency	35
6.2	Corporation Insolvency	36
6.3	Corporation and TR PLC Insolvency	36
6.4	Interpretation	37
ARTICLE 7.
TAKE-OVER BIDS		37
7.1	Equivalent Treatment Principle	37

7.2	Qualifying Take-Over Bids	38
ARTICLE 8.
INTERPRETATION		39
8.1	Headings	39
8.2	References to Articles	40
8.3	Acting Jointly or in Concert	40
8.4	Deemed Beneficial Ownership	40
8.5	Determinations of the Board	41
8.6	Definitions	41

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SCHEDULE A

ARTICLE 1.
CAPITALIZATION

1.1Capitalization

The Corporation is authorized to issue:

(a)an unlimited number of common shares (“Common Shares”);

(b)an unlimited number of preference shares, issuable in series (“Preference Shares”);

(c)one special voting share (the “Special Voting Share”);

(d)one Reuters founders share (the “Reuters Founders Share”); and

(e)one equalization share (the “Equalization Share”).

1.2Common Shares

The rights, privileges, restrictions and conditions attaching to the Common Shares are as follows:

1.2.1Notice of Meetings and Voting Rights

Except for meetings of holders of a particular class or series of shares other than the Common Shares required by Applicable Laws to be held as a separate class or series meeting, the holders of the Common Shares shall be entitled to receive notice of and to attend all meetings of the shareholders of the Corporation and at any such meeting to vote, together with (except at meetings of holders of Common Shares required by Applicable Laws to be held as a separate class meeting) the holder of the Special Voting Share, on all matters submitted to a vote on the basis of one vote for each Common Share held.

1.2.2Dividends

Subject to the rights, privileges, restrictions and conditions attaching to the Preference Shares and to Applicable Laws, the holders of the Common Shares shall be entitled to receive and the Corporation shall pay thereon, if, as and when declared by the Board of Directors out of the assets of the Corporation properly applicable to the payment of dividends, dividends in such amounts and payable in such manner as the Board of Directors may from time to time determine.

1.2.3Liquidation, Dissolution and Winding Up

Subject to the rights, privileges, restrictions and conditions attaching to the Preference Shares, upon the liquidation, dissolution or winding up of the

Corporation, whether voluntary or involuntary, or in the event of any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, the holders of the Common Shares shall be entitled to share equally, according to the number of Common Shares held by them, in all remaining property and assets of the Corporation.

1.3Preference Shares

The rights, privileges, restrictions and conditions attaching to the Preference Shares are as follows:

1.3.1Each series of preference shares without par value (“Preference Shares”) shall consist of such number of shares as shall before issuance thereof be fixed by the directors who shall at the same time determine the designation, rights, privileges, restrictions and conditions attaching to the Preference Shares of each such series including, without limiting the generality of the foregoing, the rate of preferential dividends, whether dividends shall be cumulative or non-cumulative, the dates of payment thereof, whether the shares shall be redeemable and if so the redemption price and the terms and conditions of redemption, any voting rights, any conversion rights, any sinking fund, purchase fund or other provisions attaching thereto, and the amount payable on return of capital in the event of the liquidation, dissolution or winding up of the Corporation.

1.3.2The Preference Shares shall be entitled to a preference over the common shares without par value and any other shares of the Corporation ranking junior to the Preference Shares with respect to the payment of dividends and all amounts payable on return of capital in the event of the liquidation, dissolution or winding up of the Corporation but shall not have any further right to participate in profits. The Preference Shares of any series shall be entitled to such other preferences over the common shares without par value and any other shares ranking junior to the Preference Shares as may be determined by the directors when authorizing the respective series.

1.3.3The holders of the Preference Shares shall not be entitled to receive notice of or to attend or to vote at any meeting of shareholders of the Corporation and shall not be entitled to vote separately as a class or as a series thereof upon any proposal to amend the articles of the Corporation to change the maximum number of the shares of any class or series thereof, or to effect an exchange, reclassification or cancellation of the Preference Shares or any series thereof, or to create a new class of shares or series thereof having rights or privileges equal or superior to the Preference Shares or any series thereof; provided, however, that notwithstanding the foregoing provisions of this subsection 1.3.3:

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(a)the holders of any series of the Preference Shares shall be entitled to receive notice of and to vote at meetings of shareholders of the Corporation to the extent specifically provided in the rights and privileges to be attached to such series,

(b)the holders of the Preference Shares or of any series thereof shall be entitled to vote separately as a class or as a series in respect of any matter for which a separate vote is specifically provided in the Business Corporations Act, 1982 or any successor statute thereto, other than in respect of a proposal to amend the articles in a manner as hereinbefore in this subsection 1.3.3 specified, and

(c)the holders of the Preference Shares shall be entitled to receive notice of a meeting of shareholders called for the purpose of authorizing the dissolution of the Corporation or the sale of its undertaking or a substantial part thereof.

1.4Cumulative Redeemable Floating Rate Preference Shares, Series II

The second series of Preference Shares shall consist of 6,000,000 shares which shall be designated as Cumulative Redeemable Floating Rate Preference Shares, Series II (hereinafter called the “Series II Preference Shares”) and which, in addition to the rights, privileges, restrictions and conditions attaching to the Preference Shares as a class, shall have attached thereto the following rights, privileges, restrictions and conditions:

1.4.1Consideration for Issue

The consideration for the issue of each Series II Preference Share shall be $25.00.

1.4.2Dividends

(a)Definitions.  Where used in these share provisions, the following terms shall have the following meanings, respectively:

“Banks” means collectively, The Royal Bank of Canada, The Toronto-Dominion Bank and The Bank of Nova Scotia (or, alternatively, with respect to any such bank, if another bank has merged with or becomes a successor to the business of such bank, such other bank), and the term “Bank” means one of the Banks.

“Daily Prime Rate” means for any Bank, for any day, the annual prime commercial lending rate of interest established and announced as the reference rate of interest used by such Bank on such day to determine the rates of interest on Canadian dollar loans made by such Bank to customers in Canada and designated by such Bank as its prime rate.

“Daily Prime Rate of the Banks” means, for any day, the arithmetic average (rounded to the nearest one one-thousandth of one percent

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(0.001%)) of the Daily Prime Rates for such day for each of the Banks for which there is a Daily Prime Rate for such day or, if there is no Bank for which there is a Daily Prime Rate for such day, the annual rate which is 1.5% above the average yield, expressed as an annual rate, on 91-day Government of Canada Treasury Bills, as reported by the Bank of Canada, for the last tender of such Treasury Bills held on a day preceding such day.

“Dividend Payment Date” means the last day of March, June, September and December in each calendar year from and including 1987.

“Initial Issue Date” means the first date on which there is at least one Series II Preference Share issued and outstanding.

“Prime Rate” means, for any period, the arithmetic average (rounded to the nearest one one-hundredth of one percent (0.01%)) of the Daily Prime Rates of the Banks for each day during such period.

“Quarterly Dividend Period” means the period from and including the Initial Issue Date to and including March 31, 1987 and each period thereafter which commences on a day immediately following a Dividend Payment Date and ends on the first Dividend Payment Date after such day.

“Quarterly Dividend Rate” means, with respect to any Quarterly Dividend Period, that proportion of seventy percent (70%) of the Prime Rate for the period commencing with the first day of such Quarterly Dividend Period and ending on the 15th day of the last calendar month during such Quarterly Dividend Period which the number of days in such Quarterly Dividend Period bears to 365 or, if such last calendar month falls in a leap year, 366.

1.4.3Dividends

(a)Payment of Dividends.  The holders of the Series II Preference Shares shall be entitled to receive, and the Corporation shall pay thereon, if, as and when declared by the directors of the Corporation, out of monies of the Corporation properly applicable to the payment of dividends, cumulative preferential cash dividends, payable on each Dividend Payment Date, in an amount per Series II Preference Share equal to the amount obtained when the Quarterly Dividend Rate with respect to the Quarterly Dividend Period in which such Dividend Payment Date falls is multiplied by $25.00.

(b)Method of Payment.  Dividends (less any tax required to be withheld by the Corporation) on the Series II Preference Shares shall be paid by cheque payable at par in lawful money of Canada at any branch in

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Canada of the Corporation’s bankers for the time being, mailed to the registered holders of the Series II Preference Shares by prepaid first class mail addressed to each such holder at his address as it appears on the books of the Corporation, or in the event of the address of such holder not so appearing, to the address of such holder last known to the Corporation, or by any other reasonable means the Corporation deems desirable. The mailing of such cheque from the Corporation’s registered office, or the principal office in Toronto of the registrar or transfer agent for the Series II Preference Shares, or the payment by such other reasonable means as the Corporation deems desirable, shall be deemed to be payment of the dividends represented thereby unless the cheque is not paid upon presentation or payment by such other means is not received. Dividends which are represented by a cheque which has not been presented to the Corporation’s bankers for payment or that otherwise remain unclaimed for a period of six years from the date on which they were payable shall be forfeited to the Corporation.

(c)Cumulative Payment of Dividends.  If on any Dividend Payment Date the dividends payable on such date as provided in subsection 1.4.3(a) are not paid in full on all of the Series II Preference Shares then outstanding, such dividends, or the unpaid part thereof, which for all purposes hereof shall until paid be considered to be dividends accrued and unpaid, shall be paid on a subsequent date or dates determined by the directors of the Corporation on which the Corporation shall have sufficient monies properly applicable to the payment of such dividends. The holders of Series II Preference Shares shall not be entitled to any dividends other than or in excess of the cumulative preferential cash dividends herein provided for.

(d)Calculation of Certain Accrued and Unpaid Dividends.  For all purposes hereof, dividends shall accrue on a day-to-day basis and the amount of accrued and unpaid dividends upon a Series II Preference Share on or to any date (the “Relevant Date”) is the amount of dividends considered then to be accrued and unpaid in accordance with subsection 1.4.3(c) plus, if the Relevant Date is not a Dividend Payment Date, the amount of dividends accrued and unpaid with respect to the period commencing on the day after the immediately preceding Dividend Payment Date (or, if there has been no such date, on the Initial Issue Date) and ending on the Relevant Date, and the amount of dividends accrued and unpaid with respect to such latter period is the amount obtained when:

(i)$25.00 multiplied by seventy percent (70%) of the Prime Rate for that portion of such period which excludes the last seven days thereof (or, if there is no such portion, for the period of seven days ending seven days before the Relevant Date)

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is multiplied by

(ii)the quotient obtained when the number which is one less than the number of days in such period is divided by 365 or, if the calendar year in which the Relevant Date falls is a leap year, by 366.

1.4.4Redemption

(a)At the Option of the Corporation.  The Series II Preference Shares shall not be redeemable at the option of the Corporation on or prior to December 30, 1989. After December 30, 1989, but subject to the provisions hereof, the Corporation at its option may, upon giving notice as hereinafter provided, redeem at any time the whole, or from time to time any part, of the then outstanding Series II Preference Shares, on payment for each share to be redeemed at the following price:

If redeemed in the 12 months ending December 30	Price
1990	$	25.50
1991	25.25
1992 and thereafter	25.00

in each case together with all accrued and unpaid dividends thereon (the applicable aforesaid price plus such accrued and unpaid dividends are hereinafter collectively referred to as the “Redemption Price”). Any Series II Preference Shares redeemed pursuant to this subsection 1.4.4(a) shall be cancelled and not reissued.

If the Corporation desires to redeem only part of the outstanding Series II Preference Shares, the Series II Preference Shares so to be redeemed shall be selected by lot or in such other manner as the directors of the Corporation may in their sole and absolute discretion determine to be equitable, including without limitation, if the directors of the Corporation so determine, pro rata (disregarding fractions) in proportion to the number of Series II Preference Shares held by each of the holders thereof.

If a part only of the Series II Preference Shares represented by any certificate shall be redeemed, a new certificate representing the balance of such shares shall be issued to the holder thereof at the expense of the Corporation upon presentation and surrender of the first mentioned certificate.

(b)Manner of Redemption.  In the case of any redemption of Series II Preference Shares pursuant to subsection 1.4.4(a) hereof, the Corporation shall, at least 30 days prior to the date fixed for such redemption (the “Redemption Date”), give notice in writing to each

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person who at the date of the giving of such notice is the registered holder of Series II Preference Shares to be redeemed of the intention of the Corporation to redeem such Series II Preference Shares. Such notice shall set out the Redemption Date, the Redemption Price, the number of Series II Preference Shares held by the person to whom it is addressed which are to be redeemed and the place or places within Canada at which holders of Series II Preference Shares may present and surrender such shares for redemption.

(c)Such notice shall be validly and effectively given if delivered personally to the registered holder of the Series II Preference Shares for whom it is intended or if mailed by prepaid first class mail addressed to such holder at his address as it appears on the books of the Corporation or, in the event of the address of such holder not so appearing, to the address of such holder last known to the Corporation; provided, however, that the accidental failure or omission to give such notice as aforesaid to one or more of such holders shall not affect the validity of the redemption, but upon such failure or omission being discovered, notice shall be given forthwith to such holder or holders as aforesaid and shall have the same force and effect as if given in due time. In the event of a threatened or actual disruption in the mail service, notice as aforesaid shall be given to the holders of Series II Preference Shares by means of publication once in each of two successive weeks in the Report on Business section of the National Edition of the Globe and Mail or one or more other daily newspapers of general and national circulation in Canada.

(d)On and after the Redemption Date, the Corporation shall pay or cause to be paid to or to the order of the registered holders of the Series II Preference Shares so called for redemption the Redemption Price for such Series II Preference Shares on presentation and surrender, at any place at which the Series II Preference Shares may be transferred or at such other place or places within Canada as may be designated in such notice, of the certificate or certificates representing the Series II Preference Shares called for redemption. Payment of the Redemption Price (less any tax required to be withheld by the Corporation) shall be made by cheque payable at par in lawful money of Canada at any branch in Canada of the Corporation’s bankers for the time being delivered personally to the registered holder of the Series II Preference Shares for whom it is intended or mailed by prepaid first class mail addressed to such holder at the address of such holder as it appears on the books of the Corporation or, in the event of the address of such holder not so appearing, to the address of such holder last known to the Corporation. Unless such cheque is not paid on presentation, the delivery or mailing of such payment shall be a full and complete discharge of the Corporation’s obligation to pay the Redemption Price owed to a holder of Series II Preference Shares so called for

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redemption. From and after the Redemption Date, the Series II Preference Shares called for redemption shall cease to be entitled to dividends or any other participation in the assets of the Corporation and the holder of any Series II Preference Shares called for redemption shall not be entitled to exercise any of the rights of a shareholder in respect thereof except to receive the Redemption Price therefor, provided that if payment of such Redemption Price is not duly made by or on behalf of the Corporation in accordance with the provisions hereof, then the rights of such holder shall remain unaffected.

(e)The Corporation shall have the right, at any time after giving notice of its intention to redeem any Series II Preference Shares as aforesaid, to deposit the aggregate Redemption Price of the Series II Preference Shares so called for redemption, or of such of the said Series II Preference Shares as are represented by certificates which have at the date of such deposit not been surrendered by the holders thereof in connection with such redemption, in a special account in any chartered bank or trust company in Canada, to be paid without interest to or to the order of the respective holders of the Series II Preference Shares called for redemption upon presentation and surrender to such bank or trust company of the certificates representing such Series II Preference Shares, provided such bank or trust company has been identified as a place at which Series II Preference Shares are to be presented and surrendered for redemption in the notice of redemption given by the Corporation or is so identified in another notice given by the Corporation to the holders of Series II Preference Shares as aforesaid prior to such deposit. Upon such deposit being made or upon the Redemption Date, whichever is the later, the Series II Preference Shares in respect of which such deposit shall have been made shall be deemed to be and shall be redeemed and the rights of the holders thereof shall be limited to receiving without interest their proportionate part of the funds so deposited upon presentation and surrender of the certificates representing the Series II Preference Shares held by them respectively being redeemed. Any interest allowed on any such deposit shall belong to the Corporation. Any such funds not claimed by and paid to holders of Series II Preference Shares within six years after the date of deposit shall be repaid to the Corporation on demand and thereafter the holders of the Series II Preference Shares in respect of which such funds were so repaid to the Corporation shall have no rights in respect thereof except to obtain payment of the funds due in respect of such Series II Preference Shares from the Corporation.

1.4.5Purchase for Cancellation

Subject to insolvency provisions and other provisions of applicable law and to the provisions hereof, the Corporation may at any time or times purchase for cancellation the whole or any part of the outstanding Series II Preference Shares

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at any price but not exceeding a price per share equal to $25.50 plus an amount equal to all accrued and unpaid dividends thereon to the date of purchase if such shares are purchased on or prior to December 30, 1989 or, if such shares are purchased after December 30, 1989, at a price per share equal to the applicable Redemption Price at the time of purchase, plus in each case costs of purchase. Any Series II Preference Shares purchased pursuant to this subsection 1.4.5 shall be cancelled and not reissued.

1.4.6Restrictions on Dividends and Retirement of Shares

So long as any of the Series II Preference Shares are outstanding, the Corporation shall not, without the prior approval of the holders of the Series II Preference Shares given as hereinafter specified:

(a)declare or pay or set apart for payment any dividends on the common shares or on any other shares of the Corporation ranking junior to the Preference Shares (other than stock dividends payable in any shares of the Corporation ranking junior to the Preference Shares);

(b)redeem, purchase or otherwise pay off or retire for value or make any capital distribution in respect of the common shares or any other shares of the Corporation ranking junior to the Preference Shares (except out of the net cash proceeds of a substantially concurrent issue of shares of the Corporation ranking junior to the Preference Shares);

(c)redeem, purchase or otherwise pay off or retire for value less than all the Series II Preference Shares then outstanding; or

(d)redeem, purchase or otherwise pay off or retire for value or make any capital distribution in respect of any shares ranking on a parity with the Preference Shares (except in connection with the fulfilment of any mandatory redemption or purchase obligation or with the exercise of any retraction privilege attaching thereto);

unless in each such case all dividends on the Series II Preference Shares, on all other series of the Preference Shares and on all other shares of the Corporation ranking as to dividends on a parity with the Preference Shares accrued up to and including the immediately preceding respective date or dates for the payment of dividends thereon shall have been declared and paid or set apart for payment.

1.4.7Liquidation, Dissolution and Winding Up

In the event of the liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or in the event of any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs, whether voluntary or involuntary, the holders of the Series II Preference Shares shall be entitled to receive from the assets of the Corporation an amount equal to $25.50 for each Series II Preference Share held by them respectively plus

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an amount equal to all accrued and unpaid dividends thereon if payment is made on or prior to December 30, 1989, or if payment is made thereafter, an amount per share equal to the applicable Redemption Price per share at the time of payment, the whole before any amount shall be paid or any assets of the Corporation shall be distributed to the holders of common shares of the Corporation or of any other shares of the Corporation ranking junior to the Preference Shares. After payment to the holders of the Series II Preference Shares of the amounts so payable to them (less any tax required to be withheld by the Corporation), they shall not be entitled to share in any further distribution of the assets of the Corporation.

1.4.8Voting Rights and Notice of Meetings

Except as specifically provided by law or as otherwise provided herein, the holders of the Series II Preference Shares shall not be entitled as such to receive notice of or to attend or to vote at any meetings of shareholders of the Corporation unless and until the Corporation at any time or from time to time has failed to pay in full eight dividends payable on Dividend Payment Dates on the Series II Preference Shares as contemplated by the terms hereof, whether or not such eight Dividend Payment Dates are consecutive and whether or not such dividends have been declared and whether or not there are any monies of the Corporation properly applicable to the payment of dividends. Thereafter, but only so long as any dividends on the Series II Preference Shares remain in arrears, the holders of the Series II Preference Shares shall be entitled to receive notice of, to attend and to vote at all meetings of shareholders of the Corporation, other than any meetings of the holders of any other class or series of shares of the Corporation held separately as a class or series, on the basis of one vote for each Series II Preference Share held.

1.4.9Determinations and Further Definitions

In the event that any date on which any dividend on the Series II Preference Shares is payable by the Corporation, or on or by which any other action is required to be taken by the Corporation hereunder, is not a Business Day, then such dividend shall be payable, or such other action shall be required to be taken, on or by the next succeeding date that is a Business Day.

For the purposes of these share provisions:

(a)“Articles” means the articles of incorporation of the Corporation, including any amendments thereto;

(b)“Business Day” means a day other than a Saturday, a Sunday or any other day that is treated as a statutory holiday in the jurisdiction in which the Corporation’s registered office is located; and

(c)unless the context expressly provides otherwise the words “in priority to”, “on a parity with” and “junior to” or like words have reference to the order of priority in payment of dividends and in the distribution

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of assets in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary.

1.4.10Modifications

So long as any of the Series II Preference Shares are outstanding, the Corporation shall not, without the prior approval of the holders of the Series II Preference Shares given as hereinafter specified, amend the Articles to:

(a)increase the number of authorized Series II Preference Shares or increase any maximum number of authorized shares of a class having rights or privileges equal or superior to the Preference Shares;

(b)effect an exchange, reclassification or cancellation of, or add to, remove or change any rights, privileges, restrictions or conditions attaching to, the Series II Preference Shares; or

(c)create a new class or series of shares having rights or privileges equal or superior to the Series II Preference Shares other than additional series of the Preference Shares.

1.4.11Approval of Holders of Series II Preference Shares

Any approval of the holders of the Series II Preference Shares with respect to any and all matters referred to herein or any other matter requiring the consent or approval of the holders of the Series II Preference Shares may be given by resolution signed by all the holders of outstanding Series II Preference Shares or passed by the affirmative vote of at least 2/3 of the votes cast by the holders of Series II Preference Shares who voted in respect of that resolution at a meeting of the holders of the Series II Preference Shares duly called for that purpose. The quorum for any such meeting shall be, for the purpose only of opening such meeting, two holders of Series II Preference Shares present in person or represented by proxy, and for all other purposes the holders of a majority of the outstanding Series II Preference Shares present in person or represented by proxy, provided that if at any such meeting the holders of a majority of the outstanding Series II Preference Shares are not present in person or represented by proxy within 1/2 hour after the time appointed for such meeting, such meeting shall be adjourned to such date being not less than 15 days nor more than 30 days later and to such time and place as may be appointed by the chairman of the meeting and not less than seven days’ notice shall be given of such adjourned meeting, but it shall not be necessary in such notice to specify the purpose for which the meeting was originally called, and at such adjourned meeting two holders of Series II Preference Shares present in person or represented by proxy shall constitute a quorum and those holders of Series II Preference Shares present in person or represented by proxy may transact the business for which the meeting was originally called. The proxy rules applicable to, the formalities to be observed in respect of the giving of notice of and the formalities to be observed in respect of

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the conduct of any such meeting or adjourned meeting shall be those from time to time prescribed by the by-laws of the Corporation with respect to meetings of shareholders, or if not so prescribed, as required by the Business Corporations Act, 1982 (Ontario) as the same may be amended from time to time. At any meeting of holders of Series II Preference Shares, each Series II Preference Share shall entitle the holder thereof to one vote.

1.5Special Voting Share

The rights, privileges, restrictions and conditions attaching to the Special Voting Share are as follows:

1.5.1Notice of Meetings and Voting Rights

(a)Subject to subsection 1.5.2, except for meetings of the holders of a particular class or series of shares other than the Special Voting Share required by Applicable Laws to be held as a separate class or series meeting, the holder of the Special Voting Share shall be entitled to receive notice of and to attend (through a duly authorized representative) or be represented by proxy at all meetings of the shareholders of the Corporation and at any such meeting to vote, together with (except at meetings of the holder of the Special Voting Share required by Applicable Laws to be held as a separate class meeting) the holders of the Common Shares, on all matters submitted to a vote. On each such matter, the holder of the Special Voting Share shall be entitled to exercise the following voting rights:

(i)in relation to a resolution of the Corporation to approve a Joint Electorate Action, the rights:

(A)to cast such number of votes in favour of such resolution as were cast in favour of the Equivalent Resolution by holders of TR PLC Ordinary Shares at the Parallel Shareholder Meeting;

(B)to cast such number of votes against such resolution as were cast against the Equivalent Resolution by holders of TR PLC Ordinary Shares at the Parallel Shareholder Meeting;

(C)to withhold such number of votes from such resolution as were withheld from the Equivalent Resolution by holders of TR PLC Ordinary Shares at the Parallel Shareholder Meeting; and

(D)to abstain from voting such number of votes in respect of such resolution as were recorded as abstentions in respect

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of the Equivalent Resolution by holders of TR PLC Ordinary Shares at the Parallel Shareholder Meeting;

in each case multiplied by the Equalization Ratio in effect at the time such rights are exercised and rounded up to the nearest whole number, and provided that, for greater certainty, if the holder of the Special Voting Share exercises its voting rights in relation to any such resolution, it shall be required to exercise all, but not less than all, of such voting rights;

(ii)in relation to a resolution of the Corporation to approve a Class Rights Action:

(A)if the Equivalent Resolution was approved by the requisite number (as determined in accordance with the TR PLC Articles and Applicable Laws) of the holders of TR PLC Ordinary Shares at the Parallel Shareholder Meeting, no right to cast any vote; and

(B)if the Equivalent Resolution was not approved by the requisite number (as determined in accordance with the TR PLC Articles and Applicable Laws) of the holders of TR PLC Ordinary Shares at the Parallel Shareholder Meeting, the right to cast such number of votes against such resolution as would be sufficient to defeat it;

(iii)in respect of any Procedural Resolution, no right to cast any vote; and

(iv)in respect of any resolution pertaining to any matter on which the holder of the Special Voting Share is required by Applicable Laws to vote separately as a class, the right to cast one vote.

1.5.2Adjustments

(a)For the purposes of determining the number of votes the holder of the Special Voting Share is entitled to cast pursuant to clauses (A), (B), (C) and (D) of subsection 1.5.1(a)(i), in the event that the holder of the TR PLC Reuters Founders Share has exercised its voting rights pursuant to Section 7.2 of the TR PLC Articles in relation to an Equivalent Resolution, each vote cast in favour of or against that Equivalent Resolution, withheld therefrom or recorded as an abstention in respect thereof at the Parallel Shareholder Meeting by a TR PLC Acquiring Person shall be divided by one hundred.

(b)At all times when the holder of the TR PLC Reuters Founders Share is entitled to exercise voting rights pursuant to Section 12.8 of the TR PLC Articles, the holder of the Special Voting Share shall be entitled,

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in relation to a resolution of the Corporation to approve a Joint Electorate Action, to exercise the right to cast such number of votes in favour of and against such resolution, to withhold such number of votes therefrom and to abstain from voting such number of votes in respect thereof as were cast in favour and against the Equivalent Resolution, withheld therefrom or recorded as abstentions in respect thereof, respectively, by the holder of the TR PLC Reuters Founders Share at the Parallel Shareholder Meeting. For avoidance of doubt, the rights of the holder of the Special Voting Share pursuant to this subsection 1.5.2(b) are in addition to, and shall be deemed to be exercised by the holder of the Special Voting Share upon the exercise of, its other rights pursuant to subsection 1.5.1(a)(i).

1.5.3Dividends

The holder of the Special Voting Share shall not have the right to receive any dividends declared by the Corporation.

1.5.4Liquidation, Dissolution and Winding Up

The holder of the Special Voting Share shall not be entitled to receive any remaining property and assets of the Corporation upon the liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or in the event of any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs.

1.5.5No Transfer of Special Voting Share

The holder of the Special Voting Share may not transfer the Special Voting Share without the prior approval of the Board of Directors, to be expressed either by a resolution passed at a meeting of the Board of Directors or by an instrument or instruments in writing signed by all of the Directors.

1.5.6Amendment of Rights and Obligations

The rights and obligations attaching to the Special Voting Share may be amended or modified only by a resolution of the Corporation approved as a Class Rights Action and with the prior written consent of the holder of the Special Voting Share.

1.6The Reuters Founders Share

The rights, privileges, restrictions and conditions attaching to the Reuters Founders Share are as follows:

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1.6.1Notice of Meetings and Voting Rights

The holder of the Reuters Founders Share shall be entitled to:

(a)receive notice of all meetings of the shareholders of the Corporation, including meetings of any class or series thereof;

(b)to attend (through a duly authorized representative) or be represented by proxy at any such meeting;

(c)to speak at any such meeting through a duly authorized representative or by proxy;

(d)except at any meeting of the holders of a particular class or series of shares other than the holder of the Reuters Founders Share required by Applicable Laws to be held as a separate class or series meeting, to vote separately as a class in respect of any resolution pertaining to any matter for which the prior written consent of the holder of the Reuters Founders Share is required pursuant to subsection 1.6.5;

(e)except at any meeting of the holders of a particular class or series of shares other than the Reuters Founders Share required by Applicable Laws to be held as a separate class or series meeting, to vote, together with (except at meetings of the holder of the Reuters Founders Share required by Applicable Laws to be held as a separate class meeting) the holders of Common Shares, on all matters submitted to a vote of the shareholders of the Corporation, all as set forth in subsections 1.6.6(b) and 1.6.7(d); and

(f)at any meeting of the holder of the Reuters Founders Share at which the holder of the Reuters Founders Share is required by Applicable Law or otherwise entitled to vote separately as a class, the right to cast one vote.

1.6.2Dividends

The holder of the Reuters Founders Share shall not have the right to receive any dividends declared by the Corporation.

1.6.3Liquidation, Dissolution and Winding Up

The holder of the Reuters Founders Share shall not be entitled to receive any remaining property and assets of the Corporation upon the liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or in the event of any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs.

1.6.4No Transfer of Reuters Founders Share

The holder of the Reuters Founders Share may not transfer the Reuters Founders Share without the prior approval of the Board of Directors, to be expressed either

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by a resolution passed at a meeting of the Board of Directors or by an instrument or instruments in writing signed by all of the Directors.

1.6.5Consent Rights

Without the prior written consent of the holder of the Reuters Founders Share, the Corporation shall not do any of the following:

(a)amend these Articles to:

(i)increase or decrease the maximum number of Reuters Founders Shares that the Corporation is authorized to issue;

(ii)add to, remove or change the rights, privileges, restrictions or conditions attached to the Reuters Founders Share, whether directly or indirectly;

(iii)make any class or series of shares having rights or privileges inferior to the Reuters Founders Share equal or superior to the Reuters Founders Share;

(iv)change the Reuters Founders Share into a different number of shares of the same class or into the same or a different number of shares of other classes or series;

(v)effect an exchange, reclassification or cancellation of the Reuters Founders Share;

(vi)effect an exchange or create a right of exchange of all or part of the shares of another class into Reuters Founders Shares; or

(vii)create a new class or series of shares having voting rights, other than a class or series of preference shares having voting rights substantially similar to those attached to the Cumulative Redeemable Floating Rate Preference Shares (the “Series II Preference Shares”);

(b)redeem or repurchase the Reuters Founders Share;

(c)reduce the stated capital of the Reuters Founders Share;

(d)issue any shares having voting rights, other than Common Shares or preference shares having voting rights substantially similar to those attached to the Series II Preference Shares;

(e)amend, remove or alter the effect of (which shall include the ratification of any breach of) any of the Reuters Founders Share Provisions;

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(f)effect the liquidation, dissolution or winding-up of the Corporation;

(g)pay any dividend in property of the Corporation (including securities of any Person) whether in whole or in part, which, for greater certainty, shall not restrict the payment of dividends in cash or Common Shares; or

(h)effect a reorganization involving the business or affairs of the Corporation or any or all of its securities (other than an internal reorganization involving the Corporation and one or more other members of the TR Group) or amalgamate with any other Person (other than an amalgamation of the Corporation and one or more Wholly-Owned Subsidiaries of the Corporation or TR PLC).

For avoidance of doubt, the rights of the holder of the Reuters Founders Share pursuant to this subsection 1.6.5 are in addition to any rights that it may have under Applicable Laws.

1.6.6Rights in relation to an Acquiring Person

(a)In the event that any Person has become or becomes an Acquiring Person, the Board of Directors shall as soon as practicable thereafter cause the Corporation to give notice in writing of such fact to such Person and the holder of the Reuters Founders Share. Such notice shall state the number of Voting Shares which the Board of Directors has determined are or may be Beneficially Owned by such Person and the names of any entities through which the Board of Directors has determined such Person Beneficially Owns those Voting Shares. Any such notice required to be delivered by the Corporation to any such Person who is not a holder of Voting Shares may be sent by prepaid mail addressed to, or may be delivered personally to, such Person at such address as the Corporation believes to be such Person’s address. The Corporation shall not be obligated to give any such notice to any such Person if it does not know such Person’s identity or address. If at any time the Board of Directors subsequently determines that any such Person is not or is no longer an Acquiring Person, it shall without delay inform such Person and the holder of the Reuters Founders Share of such fact, upon which such Person shall cease to be an Acquiring Person.

(b)Subject to subsection 1.6.6(i), from and after the time that any Person has become or becomes an Acquiring Person until such time as such Person ceases to be an Acquiring Person, the holder of the Reuters Founders Share shall be entitled to vote, together with (except at meetings of the holder of the Reuters Founders Share required by Applicable Laws to be held as a separate class meeting) the holders of Common Shares, on all matters submitted to a vote of the shareholders

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of the Corporation. On each such matter, the holder of the Reuters Founders Share shall be entitled, in its sole and absolute discretion, to exercise the following voting rights:

(i)in relation to a resolution of the Corporation to approve a Joint Electorate Action, the rights:

(A)to cast such number of votes in favour of and against such resolution, to withhold such number of votes from such resolution and to abstain from voting such number of votes in respect of such resolution as were cast in favour of and against such resolution, withheld therefrom or recorded as abstentions in respect thereof, respectively, by the holder of the Special Voting Share pursuant to subsection 1.5.1(a)(i);

(B)to cast such number of votes in favour of such resolution as were cast in favour of such resolution by holders of Voting Shares other than any Voting Shares which are Beneficially Owned by an Acquiring Person;

(C)to cast such number of votes against such resolution as were cast against such resolution by holders of Voting Shares other than any Voting Shares which are Beneficially Owned by an Acquiring Person;

(D)to withhold such number of votes from such resolution as were withheld from such resolution by holders of Voting Shares other than any Voting Shares which are Beneficially Owned by an Acquiring Person; and

(E)to abstain from voting such number of votes in respect of such resolution as were recorded as abstentions in respect of such resolution by holders of Voting Shares other than any Voting Shares which are Beneficially Owned by an Acquiring Person;

in each case multiplied by one hundred, and provided that, for greater certainty, if the holder of the Reuters Founders Share exercises its voting rights in relation to any such resolution, it shall be required to exercise all, but not less than all, of such voting rights;

(ii)in relation to a resolution of the Corporation to approve a Class Rights Action:

(A)if the Equivalent Resolution is approved by the requisite number (as determined in accordance with the TR PLC Articles and Applicable Laws) of the holders of TR PLC

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Ordinary Shares at the Parallel Shareholder Meeting, the rights:

(1)to cast such number of votes in favour of such resolution as were cast in favour of such resolution by holders of Voting Shares other than any Voting Shares which are Beneficially Owned by an Acquiring Person;

(2)to cast such number of votes against such resolution as were cast against such resolution by holders of Voting Shares other than any Voting Shares which are Beneficially Owned by an Acquiring Person;

(3)to withhold such number of votes from such resolution as were withheld from such resolution by holders of Voting Shares other than any Voting Shares which are Beneficially Owned by an Acquiring Person; and

(4)to abstain from voting such number of votes in respect of such resolution as were recorded as abstentions in respect of such resolution by holders of Voting Shares other than any Voting Shares which are Beneficially Owned by an Acquiring Person;

in each case multiplied by one hundred, and provided that, for greater certainty, if the holder of the Reuters Founders Share exercises its voting rights in relation to any such resolution, it shall be required to exercise all, but not less than all, of such voting rights; and

(B)if the Equivalent Resolution is not approved by the requisite number (as determined in accordance with the TR PLC Articles and Applicable Laws) of the holders of TR PLC Ordinary Shares at the Parallel Shareholder Meeting, no right to cast any vote;

(iii)in relation to a Procedural Resolution, the rights:

(A)to cast such number of votes in favour of such Procedural Resolution as were cast in favour of such Procedural Resolution by holders of Voting Shares other than any Voting Shares which are Beneficially Owned by an Acquiring Person;

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(B)to cast such number of votes against such Procedural Resolution as were cast against such Procedural Resolution by holders of Voting Shares other than any Voting Shares which are Beneficially Owned by an Acquiring Person;

(C)to withhold such number of votes from such Procedural Resolution as were withheld from such Procedural Resolution by holders of Voting Shares other than any Voting Shares which are Beneficially Owned by an Acquiring Person; and

(D)to abstain from voting such number of votes in respect of such Procedural Resolution as were recorded as abstentions in respect of such Procedural Resolution by holders of Voting Shares other than any Voting Shares which are Beneficially Owned by an Acquiring Person;

in each case multiplied by one hundred, and provided that, for greater certainty, if the holder of the Reuters Founders Share exercises its voting rights in relation to any such resolution, it shall be required to exercise all, but not less than all, of such voting rights; and

(iv)in respect of any resolution pertaining to any matter on which the holder of the  Reuters Founders Share is required by Applicable Laws or otherwise entitled to vote separately as a class, the right to cast one vote.

(c)If the Board of Directors resolves that it has reasonable grounds to believe that:

(i)a Person is or may be an Acquiring Person and that it has made reasonable inquiries to establish whether such Person is or is not an Acquiring Person but that such inquiries have not been answered or fail to establish whether such Person is or is not an Acquiring Person, then such Person shall for all purposes of this subsection 1.6.6 be deemed to be an Acquiring Person from the date of such resolution until such time as the Board of Directors resolves that it is satisfied that such Person is not an Acquiring Person; or

(ii)any Voting Shares are or may be Voting Shares which are Beneficially Owned by a Person who is an Acquiring Person (whether such Person is an Acquiring Person by reason of subsection 1.6.6(c)(i) or otherwise) and that the Board of Directors has made reasonable inquiries to establish whether such Person is or is not an Acquiring Person but that such inquiries

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have not been answered or failed to establish whether such Person is or is not an Acquiring Person, then such Voting Shares shall for all purposes of this subsection 1.6.6 be deemed to be Voting Shares which are Beneficially Owned by such Person from the date of such resolution until such time as the Board of Directors resolves that it is satisfied that such Voting Shares are not Beneficially Owned by such Person,

and the Board of Directors shall as soon as practicable thereafter give notice of such fact to such Person and the holder of the Reuters Founders Share in accordance with subsection 1.6.6(a).

(d)All actions, calculations and determinations which are done or made by the Board of Directors in good faith in connection with the provisions of this subsection 1.6.6 and subsection 1.6.7 shall be conclusive, final and binding on all Persons concerned, and the validity of any act or thing which is done or caused to be done by the Board of Directors in furtherance or purported furtherance of any such provisions shall not be capable of being impeached by anyone on the ground that there was not any basis or reasonable basis upon which the Board of Directors could have arrived at any such calculation or determination, or on the ground that any conclusion of fact on which the Board of Directors relied or might have relied for the purposes of arriving at any such calculation or determination or taking any such action was incorrect, or on any other ground whatsoever.

(e)The Board of Directors is entitled to rely without further inquiry on the securities register of the Corporation or a written statement by a Securities Intermediary in determining whether a Person is or is not an Acquiring Person unless it has reason to believe otherwise, in which case the Board of Directors shall make reasonable inquiries to determine whether a Person is an Acquiring Person.

(f)If any Director has reason to believe that any Person is an Acquiring Person or has ceased to be an Acquiring Person, that Director shall without delay inform the Board of Directors and the holder of the Reuters Founders Share of such fact, including the number of Voting Shares that the Director believes are or may be Beneficially Owned by such Person.

(g)For the purposes of monitoring compliance with and of enforcing the provisions of this subsection 1.6.6 and subsection 1.6.7, the Board of Directors may, in its sole and absolute discretion, and shall, upon the request of the holder of the Reuters Founders Share, require that any holder of Voting Shares, any Person who Beneficially Owns Voting Shares, or any other Person of whom it is, in the circumstances, reasonable to make such requisition, file with the Corporation or its

21

registrar and transfer agent a completed shareholder’s declaration. A Person who has failed to file a completed shareholder’s declaration within 14 days of the date such requisition was made shall for all purposes of these Articles be deemed to be an Acquiring Person until the Board of Directors resolves that it is satisfied that such Person is not an Acquiring Person.

(h)A shareholder’s declaration shall be in the form from time to time prescribed by the Board of Directors and, without limiting the generality of the foregoing, may be required to be in the form of a simple declaration in writing or a statutory declaration under the Canada Evidence Act. Without limiting the generality of its contents, any shareholder’s declaration may be required to contain information with respect to whether a Person is the Beneficial Owner of particular Voting Shares or whether any other Person is the Beneficial Owner of those Voting Shares.

(i)The right of the holder of the Reuters Founders Share to vote at any meeting of shareholders of the Corporation pursuant to this subsection 1.6.6 shall be suspended from and after the delivery to the Corporation of a Reuters Founders Share Control Notice until the delivery to the Corporation of a Rescission Notice in respect of such Reuters Founders Share Control Notice.

(j)Prior to the exercise by the holder of the Reuters Founders Share of its voting rights pursuant to subsections 1.6.6(b) and 1.6.7(d), the Board of Directors shall calculate the number of votes entitled to be cast upon such exercise and shall deliver to the holder of the Reuters Founders Share a certificate, signed by a duly authorized officer of the Corporation, confirming the number of votes so calculated.

1.6.7Rights upon Delivery of a Reuters Founders Share Control Notice

(a)If any Director becomes aware of any facts which might lead the Board of Directors and/or the holder of the Reuters Founders Share to take the view that any Person, other than an Approved Person or a member of the TR Group, has become or is attempting to become, directly or indirectly, the Beneficial Owner of 30% or more of the outstanding Voting Shares, such Director shall without delay inform the other Directors of such facts and the Board of Directors shall forthwith give written notice of such facts to the holder of the Reuters Founders Share.

(b)If, in the opinion of the holder of the Reuters Founders Share, there are reasonable grounds for believing that any Person, other than an Approved Person or a member of the TR Group, has become or is attempting to become, directly or indirectly, the Beneficial Owner of 30% or more of the outstanding Voting Shares and the holder of the

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Reuters Founders Share has concluded, in its sole and absolute discretion, that the exercise of the voting rights attached to the Reuters Founders Share pursuant to subsection 1.6.6(b) is insufficient in the circumstances to enable the holder of the Reuters Founders Share to uphold the Reuters Trust Principles, the holder of the Reuters Founders Share, whether or not it has received any notice pursuant to subsection 1.6.7(a), shall be entitled, in its sole and absolute discretion, to deliver a notice in writing to the Corporation, if at that time Reuters Founders Share Company is the holder of the Reuters Founders Share, signed by any one or more of the Reuters Trustees, to the effect that the holder of the Reuters Founders Share is of that opinion (a “Reuters Founders Share Control Notice”).

(c)If at any time after the delivery to the Corporation of a Reuters Founders Share Control Notice, the holder of the Reuters Founders Share becomes of the opinion that no Person, other than an Approved Person or a member of the TR Group, has become or is attempting to become, directly or indirectly, the Beneficial Owner of 30% or more of the outstanding Voting Shares, then the holder of the Reuters Founders Share shall as soon as practicable thereafter (provided that it is still of that opinion) deliver a notice in writing to the Corporation, if at that time Reuters Founders Share Company is the holder of the Reuters Founders Share, signed by any one or more of the Reuters Trustees, rescinding such Reuters Founders Share Control Notice (a “Rescission Notice”), but the delivery of any Rescission Notice pursuant to and in accordance with this subsection 1.6.7(c) shall be without prejudice to the entitlement of the holder of the Reuters Founders Share subsequently to deliver to the Corporation another Reuters Founders Share Control Notice pursuant to and in accordance with subsection 1.6.7(b).

(d)At all times after the delivery to the Corporation of a Reuters Founders Share Control Notice and prior to the delivery to the Corporation of a Rescission Notice in respect of such Reuters Founders Share Control Notice, the holder of the Reuters Founders Share shall be entitled to vote, together with (except at meetings of the holder of the Reuters Founders Share required by Applicable Laws to be held as a separate class meeting) the holders of Common Shares, on all matters submitted to a vote of the shareholders of the Corporation.  On each such matter, the holder of the Reuters Founders Share shall be entitled, in its sole and absolute discretion, to exercise the following voting rights:

(i)in relation to a resolution of the Corporation to approve a Joint Electorate Action, the rights:

(A)if, at the time such votes are cast, there are no Approved Persons or Approved Persons Beneficially Own such

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number of outstanding Common Shares and/or TR PLC Ordinary Shares to which are attached, in the aggregate (after giving effect to the Equalization Ratio), the right to cast not more than 35% of all votes entitled to be cast on that Joint Electorate Action by all shareholders of the Corporation and TR PLC (excluding the holder of the Special Voting Share and the holder of the TR PLC Special Voting Share), to cast such number of votes as would be sufficient to approve or defeat such resolution;

(B)if, at the time such votes are cast, Approved Persons Beneficially Own such number of outstanding Common Shares and/or TR PLC Ordinary Shares to which are attached, in the aggregate (after giving effect to the Equalization Ratio), the right to cast more than 35% but less than the Requisite Majority of all votes entitled to be cast on that Joint Electorate Action by all shareholders of the Corporation and TR PLC (excluding the holder of the Special Voting Share and the holder of the TR PLC Special Voting Share), to cast the greater of:

(1)such number of votes as is equal to the sum of (x) the number of votes attached to all Voting Shares Beneficially Owned by all Acquiring Persons and (y) one vote; and

(2)such number of votes as will cause the votes attached to all Voting Shares Beneficially Owned, and cast in accordance with the relevant Terms of Approval, by Approved Persons, when combined with the votes entitled to be cast by the holder of the Reuters Founders Share, to constitute the Requisite Majority of all votes entitled to be cast on such resolution by all shareholders of the Corporation (including the holder of the Special Voting Share); and

(C)if, at the time such votes are cast, Approved Persons Beneficially Own, and cast in accordance with the relevant Terms of Approval the votes attached to, such number of outstanding Common Shares and/or TR PLC Ordinary Shares to which are attached, in the aggregate (after giving effect to the Equalization Ratio), the right to cast at least the Requisite Majority of all votes entitled to be cast on that Joint Electorate Action by all shareholders of the Corporation and TR PLC (excluding the holder of the

24

Special Voting Share and the holder of the TR PLC Special Voting Share), no right to cast any vote;

(ii)in relation to a resolution of the Corporation to approve a Class Rights Action:

(A)if the Equivalent Resolution is approved by the requisite number (as determined in accordance with the TR PLC Articles and Applicable Laws) of the holders of TR PLC Ordinary Shares at the Parallel Shareholder Meeting, the rights:

(1)if, at the time such votes are cast, there are no Approved Persons or Approved Persons Beneficially Own such number of outstanding Common Shares to which are attached, in the aggregate, the right to cast not more than 35% of all votes entitled to be cast on such resolution by all shareholders of the Corporation (excluding the holder of the Special Voting Share), to cast such number of votes as would be sufficient to approve or defeat such resolution;

(2)if, at the time such votes are cast, Approved Persons Beneficially Own such number of outstanding Common Shares to which are attached, in the aggregate, the right to cast more than 35% but less than the Requisite Majority of all votes entitled to be cast on such resolution by all shareholders of the Corporation (excluding the holder of the Special Voting Share), to cast the greater of:

a.such number of votes as is equal to the sum of (x) the number of votes attached to all Voting Shares Beneficially Owned by all Acquiring Persons and (y) one vote; and

b.such number of votes as will cause the votes attached to all Voting Shares Beneficially Owned, and cast in accordance with the relevant Terms of Approval, by Approved Persons, when combined with the votes entitled to be cast by the holder of the Reuters Founders Share, to constitute the Requisite Majority of all votes entitled to be cast on such resolution by all shareholders of the

25

Corporation (excluding the holder of the Special Voting Share); and

(3)if, at the time such votes are cast, Approved Persons Beneficially Own, and cast in accordance with the relevant Terms of Approval the votes attached to, such number of outstanding Common Shares to which are attached, in the aggregate, the right to cast at least the Requisite Majority of all votes entitled to be cast on such resolution by all shareholders of the Corporation (excluding the holder of the Special Voting Share), no right to cast any vote;

(B)if the Equivalent Resolution is not approved by the requisite number (as determined in accordance with the TR PLC Articles and Applicable Laws) of the holders of TR PLC Ordinary Shares at the Parallel Shareholder Meeting, no right to cast any vote; and

(iii)in relation to a Procedural Resolution, the rights:

(A)if, at the time such votes are cast, there are no Approved Persons or Approved Persons Beneficially Own such number of outstanding Common Shares to which are attached, in the aggregate, the right to cast not more than 35% of all votes entitled to be cast on that Procedural Resolution by all shareholders of the Corporation (excluding the holder of the Special Voting Share), to cast such number of votes as would be sufficient to approve or defeat such Procedural Resolution;

(B)if, at the time such votes are cast, Approved Persons Beneficially Own such number of outstanding Common Shares to which are attached, in the aggregate, the right to cast more than 35% but less than the Requisite Majority of all votes entitled to be cast on that Procedural Resolution by all shareholders of the Corporation (excluding the holder of the Special Voting Share), to cast the greater of:

(1)such number of votes as is equal to the sum of (x) the number of votes attached to all Voting Shares Beneficially Owned by all Acquiring Persons and (y) one vote; and

(2)such number of votes as will cause the votes attached to all Voting Shares Beneficially Owned,

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and cast in accordance with the relevant Terms of Approval, by Approved Persons, when combined with the votes entitled to be cast by the holder of the Reuters Founders Share, to constitute the Requisite Majority of all votes entitled to be cast on that Procedural Resolution by all shareholders of the Corporation (excluding the holder of the Special Voting Share); and

(C)if, at the time such votes are cast, Approved Persons Beneficially Own, and cast in accordance with the relevant Terms of Approval the votes attached to, such number of outstanding Common Shares to which are attached, in the aggregate, the right to cast at least the Requisite Majority of all votes entitled to be cast on that Procedural Resolution by all shareholders of the Corporation (excluding the holder of the Special Voting Share), no right to cast any vote;

(iv)at any meeting of the holder of the Reuters Founders Share at which the holder of the Reuters Founders Share is entitled to vote separately as a class, the right to cast one vote.

(e)Any opinion of the holder of the Reuters Founders Share, which is expressed in and for the purposes of any Reuters Founders Share Control Notice, or which is manifested by any Rescission Notice, shall be conclusive, final and binding on all Persons concerned, and the validity of any Reuters Founders Share Control Notice or of any Rescission Notice shall not be impeached by any Person on the ground that there was not any basis or any reasonable basis upon which the holder of the Reuters Founders Share could have arrived at any such opinion, or on the ground that any conclusion of fact which the holder of the Reuters Founders Share relied upon or might have relied upon in or for the purpose of arriving at any such opinion was incorrect, or on any other ground whatsoever.

1.6.8Special Quorum Requirement

At any meeting of shareholders of the Corporation at which the holder of the Reuters Founders Share is entitled to exercise voting rights, a quorum shall not be present for any purpose unless the holder of the Reuters Founders Share is present (through a duly authorized representative) or represented by proxy.

1.6.9Requisition for Shareholders Meeting

(a)The holder of the Reuters Founders Share shall have the right at any time and from time to time, by written notice delivered to the Corporation to requisition the Board of Directors to call a meeting of

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shareholders of the Corporation for the purposes stated in the requisition (each a “Reuters Founders Share Requisition”). The Reuters Founders Share Requisition shall state the business to be transacted at the meeting and may be accompanied by a copy of any statement in writing of not more than 5,000 words as the holder of the Reuters Founders Share shall, in its sole and absolute discretion, think fit.

(b)Upon receiving the Reuters Founders Share Requisition, the Board of Directors shall, within seven days thereafter, call a meeting of shareholders to transact the business stated in the Reuters Founders Share Requisition, such meeting to be held as soon as practicable after the date of the Reuters Founders Share Requisition, and shall ensure that the notice sent to shareholders with respect to such meeting is accompanied by a copy of any statement as shall have been attached to the Reuters Founders Share Requisition.

(c)If the Board of Directors does not, within seven days after receiving the Reuters Founders Share Requisition, call a meeting of shareholders to transact the business stated in the Reuters Founders Share Requisition, the holder of the Reuters Founders Share may call a meeting of shareholders, such meeting to be held as soon as practicable after the date of the Reuters Founders Share Requisition. The holder of the Reuters Founders Share shall be entitled to procure that the notice sent to shareholders with respect to such meeting is accompanied by a copy of any statement in writing of not more than 5,000 words as the holder of the Reuters Founders Share shall, in its sole and absolute discretion, think fit, whether or not any such statement accompanied the Reuters Founders Share Requisition.

(d)At all times after the delivery to the Corporation of a Reuters Founders Share Control Notice and prior to the delivery to the Corporation of a Rescission Notice in respect of such Reuters Founders Share Control Notice, the holder of the Reuters Founders Share may call a meeting of shareholders for such purposes as the holder of the Reuters Founders Share shall, in its sole and absolute discretion, think fit. The holder of the Reuters Founders Share shall be entitled to procure that the notice sent to shareholders with respect to such meeting is accompanied by a copy of such statement in writing of not more than 5,000 words as the holder of the Reuters Founders Share shall, in its sole and absolute discretion, think fit.

(e)A meeting of shareholders called pursuant to this subsection 1.6.9 shall be called as nearly as possible in the manner in which meetings of shareholders are to be called under these Articles, the TR Corporation By-Laws and Applicable Laws.

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1.6.10Consultation Rights

(a)For so long as Reuters Founders Share Company is the holder of the Reuters Founders Share, the Board of Directors may from time to time, in its sole and absolute discretion, invite the Reuters Trustees to attend meetings of the Board of Directors and to confer with the Board of Directors.

(b)The holder of the Reuters Founders Share shall be entitled to receive from or be sent by the Corporation periodical reports of the activities of the TR Group and to make such representations to the Board of Directors, on matters of general interest affecting the TR Group, as it may from time to time think fit and Reuters Founders Share Company, for so long as it is the holder of the Reuters Founders Share, shall cause the Reuters Trustees to be generally available for consultation with the Board of Directors.

1.6.11Consent of the holder of the Reuters Founders Share

For so long as Reuters Founders Share Company is the holder of the Reuters Founders Share, the written consent of the holder of the Reuters Founders Share shall be deemed to have been given for any of the purposes of these Articles if, and only if, a certificate signed on behalf of Reuters Founders Share Company by not less than two of the Reuters Trustees shall have been received at the registered office of the Corporation confirming that a resolution giving the consent in question has been duly passed at a meeting of the Reuters Trustees (in their capacity as directors of Reuters Founders Share Company) or by a written resolution of the Reuters Trustees (in their capacity as directors of Reuters Founders Share Company) pursuant to the Articles of Association of Reuters Founders Share Company from time to time in force.

1.6.12Representative of Reuters Founders Share Company

Reuters Founders Share Company may, by resolution of its directors, authorize such individual as it thinks fit to act as the representative of the holder of the Reuters Founders Share at any meeting of the Board of Directors or of shareholders of the Corporation. Any duly authorized officer of the Corporation may require such individual to produce a certified copy of such resolution of authorization before permitting such individual to exercise such individual’s powers. An individual who in accordance with the Articles of Association of Reuters Founders Share Company from time to time in force is deemed to be a representative of the holder of the Reuters Founders Share shall be treated as such for the purposes of these Articles.

1.6.13Notices and Other Communications

If the holder of the Reuters Founders Share is to give or to be given any notice pursuant to these Articles then, even if that notice is given in accordance with the

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OBCA, such notice must also be given in writing and be delivered personally to the holder of the Reuters Founders Share.

1.7Equalization Share

The rights, privileges, restrictions and conditions attaching to the Equalization Share are as follows:

1.7.1Notice of Meetings and Voting Rights

The holder of the Equalization Share shall not be entitled to receive notice of or to vote at any meetings of the shareholders of the Corporation.

1.7.2Dividends

If the Corporation is required to make a payment to TR PLC (or is required to take action and elects to do so by means of a payment to TR PLC) pursuant to Section 5.1 or Article 6 or pursuant to Section 4.2 or Section 10 of the Equalization and Governance Agreement, subject to the rights, privileges, restrictions and conditions attaching to the Preference Shares, the holder of the Equalization Share shall be entitled to receive, and the Corporation shall pay thereon, out of the assets of the Corporation properly applicable to the payment of dividends, a dividend in the amount of such payment and payable in such manner as the Board of Directors shall determine, unless the Board of Directors shall determine, with a view to the best interests of the Corporation, to make such payment by another means. Subject to the rights, privileges, restrictions and conditions attaching to the Preference Shares, the holder of the Equalization Share shall be entitled to receive and the Corporation shall pay thereon, if, as and when declared by the Board of Directors out of the assets of the Corporation properly applicable to the payment of dividends, such other dividends in such amounts and payable in such manner as the Board of Directors may from time to time determine.

1.7.3Liquidation

Except as provided in subsection 1.7.2, the holder of the Equalization Share shall not be entitled to receive any remaining property and assets of the Corporation upon the liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or in the event of any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs.

1.7.4No Transfer of Equalization Share

The holder of the Equalization Share may not transfer the Equalization Share without the prior approval of the Board of Directors, to be expressed either by a resolution passed at a meeting of the Board of Directors or by an instrument or instruments in writing signed by all of the Directors.

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ARTICLE 2.
MANAGEMENT OF THE CORPORATION

2.1Constitution of the Board of Directors

2.1.1The Board of Directors shall consist of no less than five (5) and no more than twenty (20) members. Within said minimum and maximum, the number of Directors shall be set forth by resolution of the Board of Directors.

2.1.2Each Director shall also consent to serve, and be properly elected or appointed, as a director of TR PLC in order to qualify to serve as a Director.  A Director shall cease to hold office when he or she ceases to be a director of TR PLC.

2.2Management Generally

2.2.1The Directors shall manage or supervise the management of the business and affairs of the Corporation.

2.2.2The Corporation shall indemnify a Director or officer, or a former Director or officer, of the Corporation (including, in the case of a Director or a former Director, for acting, at the Corporation’s request pursuant to subsection 2.1.2, as a director of TR PLC) or another individual who acts or acted at the Corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, and the heirs and legal representatives of such an individual to the extent permitted by the OBCA.

2.2.3The Corporation may purchase and maintain insurance for the benefit of any individual referred to in subsection 2.2.2 to the extent permitted by the OBCA.

2.3Management in relation to the Equalization and Governance Agreement

2.3.1The Corporation having entered into the Equalization and Governance Agreement, the Special Voting Share Agreement and the Cross-Guarantees, the Directors, subject to Applicable Laws:

(a)shall carry into effect the provisions of the Equalization and Governance Agreement, the Special Voting Share Agreement and the Cross-Guarantees and any further or other agreements or arrangements contemplated by the Equalization and Governance Agreement, the Special Voting Share Agreement and the Cross-Guarantees; and

(b)may, in addition to their duties to the Corporation, have regard to, and take into account in the exercise of their powers, the best interests of TR PLC and of both the holders of Common Shares and the holders of TR PLC Ordinary Shares.

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2.3.2Subject to Applicable Laws, nothing done by the Directors in good faith pursuant to subsection 2.3.1 shall constitute a breach of their duties under subsection 134(1) of the OBCA.

2.4Observance of Reuters Trust Principles

2.4.1The Directors shall in the performance of their duties have due regard to the following principles (collectively the “Reuters Trust Principles”) insofar as by the proper exercise of their powers as Directors (including the proper exercise of all such powers as they may have to control the affairs of all Subsidiaries of the Corporation) and in accordance with their other duties as Directors the Reuters Trust Principles are capable of being observed by the Directors:

(a)that the TR Group shall at no time pass into the hands of any one interest, group or faction;

(b)that the integrity, independence and freedom from bias of the TR Group shall at all times be fully preserved;

(c)that the TR Group shall supply unbiased and reliable news services to newspapers, news agencies, broadcasters and other media subscribers and to businesses, governments, institutions, individuals, and others with whom the TR Group has or may have contracts;

(d)that the TR Group shall pay due regard to the many interests which they serve in addition to those of the media; and

(e)that no effort shall be spared to expand, develop and adapt the news and other services and products of the TR Group so as to maintain their leading position in the international news and information business.

ARTICLE 3.
THOMSON-REUTERS NEWS SERVICES

3.1Entitlement to Receive Thomson Reuters News Services

3.1.1The Press Association Limited, the Newspaper Publishers Association Limited, Australian Associated Press Pty Limited and New Zealand Press Association Limited shall be entitled to receive Thomson Reuters News Services upon payment of such consideration as may be agreed from time to time. Upon and subject to the terms of any such agreement:

(a)The Press Association Limited shall be entitled to receive Thomson Reuters News Services for the use of its members, such use to be limited to the incorporation thereof in newspapers owned by such members or any Subsidiary of such members.

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(b)The Newspaper Publishers Association Limited shall be entitled to receive Thomson Reuters News Services for the use of its members, such use to be limited to the incorporation thereof in newspapers owned by such members or any Subsidiary of such members.

(c)Australian Associated Press Pty Limited shall be entitled to receive Thomson Reuters News Services for the use of its members, such use to be limited to the incorporation thereof in newspapers owned by such members or any Subsidiary of such members.

(d)New Zealand Press Association Limited shall be entitled to receive Thomson Reuters News Services for the use of its members, such use to be limited to the incorporation thereof in newspapers owned by such members or any Subsidiary of such members.

ARTICLE 4.
AMENDMENTS TO ARTICLES

4.1Joint Electorate Action Amendments

Subject to Section 4.2, any amendment to these Articles shall require approval as a Joint Electorate Action and shall, if required pursuant to subsection 1.6.5, also require the prior written consent of the holder of the Reuters Founders Share.

4.2Class Rights Action Amendments

Any amendment to the TR Corporation Entrenched DLC Provisions shall require approval as a Class Rights Action and shall, if required pursuant to subsection 1.6.5, also require the prior written consent of the holder of the Reuters Founders Share.

4.3Amendments upon Termination of Equalization and Governance Agreement

4.3.1In the event of the termination of the Equalization and Governance Agreement upon TR PLC becoming a Wholly-Owned Subsidiary of the Corporation or the Corporation becoming a Wholly-Owned Subsidiary of TR PLC, then:

(a)the Equalization Share shall be deemed to have been purchased for cancellation by the Corporation upon its payment to the holder thereof of the sum of $1.00;

(b)the Special Voting Share shall be deemed to have been purchased for cancellation by the Corporation upon its payment to the holder of the Special Voting Share of the sum of $1.00;

(c)the Entrenched DLC Articles and all references in these Articles thereto shall be null and void and of no further force or effect;

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(d)only in the case of the Corporation becoming a Wholly-Owned Subsidiary of TR PLC and, for so long as Reuters Founders Share Company is the holder of the Reuters Founders Share, so long as the effect thereof is, to the satisfaction of the Reuters Trustees, substantially to preserve and not to impair the legal rights of the holder of the TR PLC Reuters Founders Share in relation to the TR Group, the Reuters Founders Share shall be deemed to have been purchased for cancellation by the Corporation upon its payment to the holder of the Reuters Founders Share of the sum of $1.00;

(e)only in the case of the Corporation becoming a Wholly-Owned Subsidiary of TR PLC and, for so long as Reuters Founders Share Company is the holder of the Reuters Founders Share, so long as the effect thereof is, to the satisfaction of the Reuters Trustees, substantially to preserve and not to impair the legal rights of the holder of the TR PLC Reuters Founders Share in relation to the TR Group, the Reuters Founders Share Articles and all references in these Articles thereto shall be null and void and of no further force or effect; and

(f)these Articles shall be restated as amended with such incidental or consequential modifications as are necessary to give effect to this Section 4.3.

ARTICLE 5.
CASH DISTRIBUTIONS

5.1Equalization Payment

If TR PLC is prohibited by Applicable Laws from declaring or otherwise becoming obligated or proposing to pay, or paying, or is otherwise unable to declare or otherwise become obligated or propose to pay or pay all or any portion of a cash Distribution to holders of TR PLC Ordinary Shares that is a Matching Action (an “Equivalent Distribution”), the Corporation shall, insofar as it is practicable to do so, enter into such transactions with TR PLC as the TR Board agrees to be necessary or desirable so as to enable TR PLC to pay such Equivalent Distribution to holders of TR PLC Ordinary Shares in accordance with the other provisions of this Article 5.

5.2Timing of Cash Distribution

5.2.1The Board of Directors shall insofar as is practicable:

(a)co-ordinate with the TR PLC Board to agree to the amount of any Equivalent Distributions;

(b)co-ordinate with the TR PLC Board to agree the basis of exchange rates on which the amounts of any Equivalent Distributions shall be calculated;

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(c)co-ordinate with the TR PLC Board to ensure that the record dates for receipt of Equivalent Distributions are as close in time as is practicable to the record dates for cash Distributions to the holders of Common Shares; and

(d)generally co-ordinate with the TR PLC Board regarding the timing of all other aspects of the payment or making of any Equivalent Distributions.

ARTICLE 6.
INSOLVENCY

6.1TR PLC Insolvency

6.1.1Subject to Section 6.3,

(a)Upon receipt by the Corporation of a notice from the TR PLC Board that the TR PLC Board has determined that TR PLC is or is likely to become insolvent (whether or not a receiver, receiver and manager, provisional liquidator or liquidator, trustee in bankruptcy, monitor or other similar person has been appointed or a mortgagee or other secured creditor has taken possession of the property of TR PLC) (an “Insolvency Notice”), the Corporation shall seek to ensure that the economic returns made or otherwise available to a holder of TR PLC Ordinary Shares relative to the economic returns available to a holder of Common Shares are in due proportion having regard to the Equalization Ratio (“Economic Equivalence”) by taking the steps set out in subsections 6.1.1(b) or 6.1.1(c).

(b)The Corporation shall have the right at any time within 12 months from the date it receives or is deemed to receive the Insolvency Notice (the “Insolvency Notice Date”) either:

(i)irrevocably to offer to the holders of TR PLC Ordinary Shares  on the Insolvency Notice Date in consideration for the TR PLC Ordinary Shares such number of Common Shares pro rata to their holdings of Ordinary Shares as is required to ensure that, after such issue, Economic Equivalence is achieved; or

(ii)to pay to a holder of TR PLC Ordinary Shares on the Insolvency Notice Date an amount equal to that proportion of the Market Capitalization of the Corporation as at the Insolvency Notice Date such that the amount paid and the balance remaining ensure that Economic Equivalence is achieved.

(c)Unless the Corporation has exercised its rights under subsection 6.1.1(b), then, subject to subsection 6.1.1(d), the Corporation shall:

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(i)within three months from the date that the liquidator of TR PLC has finally established the identity of and amounts owed to the Proven Creditors but in any event not earlier than the expiration of the period set out in subsection 6.1.1(b), pay in full the Proven Creditors of TR PLC or pay to TR PLC, in trust for the Proven Creditors of TR PLC, the amount required to pay them in full and all other costs and expenses of the liquidation (including those of the liquidator); and

(ii)within one month thereafter pay to TR PLC an amount equal to that proportion of the total Market Capitalization of the Corporation on the date all payments have been made pursuant to subsection 6.1.1(c)(i) such that the amount paid and the balance remaining ensure that Economic Equivalence is achieved.

(d)To the extent required by Applicable Laws, payments under this Section 6.1 shall only be made by the Corporation to the extent that after making such payment there will remain available to the Corporation sufficient assets to pay all its debts as and when they become due and payable.

6.2Corporation Insolvency

If the Board of Directors determines that the Corporation is, or is likely to become, insolvent (whether or not a receiver, receiver and manager, provisional liquidator or liquidator, trustee in bankruptcy, monitor or other similar person has been appointed or a mortgagee or other secured creditor has taken possession of the property of the Corporation), the Board of Directors shall immediately give an Insolvency Notice to TR PLC of such fact.

6.3Corporation and TR PLC Insolvency

6.3.1If each of the Corporation and TR PLC has provided the other with a notice that it is or is likely to become insolvent (whether or not a receiver, receiver and manager, provisional liquidator or liquidator, trustee in bankruptcy, monitor or other similar person has been appointed or a mortgagee or other secured creditor has taken possession of its property) and if:

(a)the Corporation has surplus assets available for distribution to the holders of Common Shares after payment of all debts due and payable; and

(b)the ratio of the surplus attributable to each TR PLC Ordinary Share to the surplus attributable to each Common Share is less than the Equalization Ratio,

then, if relevant, the Corporation must as soon as practicable pay to TR PLC (where possible and notwithstanding subsection 1.2.3) an amount which results in the ratio referred to in subsection 6.3.1(b) equaling the Equalization Ratio.

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6.4Interpretation

6.4.1In this Article 6:

(a)The surplus assets of the Corporation available for distribution to holders of Common Shares shall, for the purposes of Section 6.3, be calculated:

(i)before deduction of any amount in respect of Tax which may be deducted or withheld from the distribution by or on behalf of the Corporation; but

(ii)net of any Tax payable by the Corporation on the distribution to holders of the Common Shares excluding, for the avoidance of doubt, any Tax within clause (i) above.

(b)Economic Equivalence shall be determined before deduction of any amount in respect of Tax which may be deducted or withheld in respect of any payment to a holder of Shares and disregarding any Tax payable by or on behalf of, or any Tax Benefit arising to, a holder of Shares.

ARTICLE 7.
TAKE-OVER BIDS

7.1Equivalent Treatment Principle

7.1.1The Corporation shall not accept, approve or recommend, or propose publicly to approve or recommend, or enter into any agreement, arrangement or understanding with a third party related to, any take-over bid or similar transaction with respect to Common Shares unless such take-over bid or similar transaction constitutes a Qualifying Take-Over Bid.

7.1.2If at any time a Person offers to acquire or acquires one or more Common Shares and/or TR PLC Ordinary Shares and, after giving effect to such acquisition, such Person would Beneficially Own or Beneficially Owns or, as applicable, such Person would be Interested in or is Interested in, Common Shares and/or TR PLC Ordinary Shares in an amount equal to or in excess of any of the Take-Over Bid Thresholds (such offer or acquisition being a “Triggering Event”), the Corporation shall, subject to Applicable Laws, take all actions within its control as are, in the view of the Board of Directors, necessary or appropriate to procure that such Person make a Qualifying Take-Over Bid, including adopting a Shareholder Rights Plan and/or requesting that Governmental Agencies prohibit or otherwise prevent such offer or acquisition, unless:

(a)either prior to or simultaneously with the Triggering Event, such Person makes a Qualifying Take-Over Bid (and, in the event that such Qualifying Take-Over Bid was made prior to the Triggering Event,

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such Qualifying Take-Over Bid has not been withdrawn, abandoned or terminated prior to or simultaneously with the Triggering Event); or

(b)the Triggering Event was a Permitted Bid Acquisition.

7.1.3A Person in respect of whom the Corporation and TR PLC are taking actions to procure a Qualifying Take-Over Bid pursuant to subsection 7.1.2 shall be deemed to be acting in breach of these Articles.

7.1.4This Article 7 does not apply to offers to acquire or acquisitions of Common Shares or TR PLC Ordinary Shares, or similar proposals or transactions, by either the Corporation or TR PLC or any of their respective Subsidiaries.

7.1.5For avoidance of doubt, the provisions of this Article 7 shall not be interpreted to diminish, limit, restrict or otherwise affect in any way the right of the Board of Directors to make a recommendation to accept or reject any take-over bid or similar transaction that constitutes a Qualifying Take-Over Bid.

7.2Qualifying Take-Over Bids

7.2.1In this Article 7:

(a)“Interest” means, in relation to TR PLC Ordinary Shares, an interest in TR PLC Ordinary Shares within the meaning of the UK City Code and the words “Interested in” and similar words have corresponding meanings;

(b)“Permitted Bid Acquisition” means an offer to acquire or an acquisition of outstanding Common Shares and/or TR PLC Ordinary Shares made pursuant to an exemption from the take-over bid provisions of Applicable Laws, where the value of the consideration paid for any such Common Shares and/or TR PLC Ordinary Shares acquired is not in excess of the respective market values thereof at the date of acquisition;

(c)“Qualifying Take-Over Bid” means an offer or offers to acquire (by way of take-over bid or similar transaction) all of the outstanding Common Shares and TR PLC Ordinary Shares or a similar transaction or transactions (i) which are made in compliance with Applicable Laws, and (ii) which (provided that compliance with the following is not inconsistent with Applicable Laws):

(i)are made to all holders of Common Shares and TR PLC Ordinary Shares;

(ii)are undertaken with respect to the Common Shares and TR PLC Ordinary Shares at or about the same time; and

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(iii)are equivalent (although not necessarily the same) in all material respects to the holders of Common Shares, on the one hand, and the holders of TR PLC Ordinary Shares, on the other hand, including with respect to:

(A)the consideration offered for such shares (taking into account exchange rates and the Equalization Ratio);

(B)the information provided to such holders;

(C)the time available to such holders to consider such offer; and

(D)the conditions to which the offers are subject.

(d)“Take-Over Bid Thresholds” means, at any time:

(i)Beneficial Ownership of 20% or more of the outstanding Common Shares;

(ii)an Interest in 30% or more of the outstanding TR PLC Ordinary Shares (taking into account TR PLC Ordinary Shares in which Persons acting in concert (within the meaning of the UK City Code) are Interested); or

(iii)an Interest in such number of outstanding Common Shares and/or TR PLC Ordinary Shares (taking into account Common Shares and/or TR PLC Ordinary Shares in which Persons acting in concert (within the meaning of the UK City Code) are Interested) to which are attached, in the aggregate (after giving effect to the Equalization Ratio), the right to cast 30% or more of all votes entitled to be cast on a Joint Electorate Action by all shareholders of the Corporation and TR PLC (excluding the holder of the Special Voting Share and the holder of the TR PLC Special Voting Share),

in each case calculated in accordance with Applicable Laws governing take-over bids.

ARTICLE 8.
INTERPRETATION

8.1Headings

Headings are for convenience only and are not to affect the meaning or construction of any of the provisions of these Articles.

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8.2References to Articles

References to “these Articles”, “hereto”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions refer to these Articles, as amended or supplemented from time to time, and not to any particular Article, section, subsection, clause or other portion hereof and include any and every instrument supplemental or ancillary hereto.

8.3Acting Jointly or in Concert

8.3.1For the purposes of these Articles, it is a question of fact as to whether a Person is acting jointly or in concert with another Person (the “first-mentioned Person”) and, without limiting the generality of the foregoing, the following shall be presumed to be acting jointly or in concert with the first-mentioned Person:

(a)every other Person who has any agreement, commitment or understanding, whether formal or informal, with the first-mentioned Person, or with any other Person acting jointly or in concert with the first-mentioned Person, to acquire or offer to acquire voting securities or securities convertible into or exchangeable for voting securities;

(b)every other Person who, as a result of any agreement, commitment or understanding, whether formal or informal, with the first-mentioned Person, or with any other Person acting jointly or in concert with the first-mentioned Person, intends to exercise jointly or in concert with the first-mentioned Person or with any other Person acting jointly or in concert with the first-mentioned Person any voting rights attaching to any such securities; and

(c)every Associate or Affiliate of the first-mentioned Person.

8.3.2Notwithstanding subsection 8.3.1, a registered dealer acting solely in an agency capacity for the first-mentioned Person in connection with the acquisition of voting securities or securities convertible into or exchangeable for voting securities and not executing principal transactions for its own account in such securities or performing services beyond customary dealer’s functions shall not be presumed solely by reason of such agency relationship to be acting jointly or in concert with the first-mentioned Person.

8.4Deemed Beneficial Ownership

8.4.1For the purposes of these Articles, a Person will be deemed the “Beneficial Owner” of, and to have “Beneficial Ownership” of, and to “Beneficially Own”:

(a)any securities of which such Person or any of such Person’s Affiliates or Associates is the owner at law or in equity;

(b)any securities of which such Person or any of such Person’s Affiliates or Associates has the right to become the owner at law or in equity,

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where such right is exercisable immediately or within 60 days of the date of the determination of Beneficial Ownership and whether or not on condition or the occurrence of any contingency or the making of any payment, upon the exercise of any conversion, exchange or purchase right attaching to Convertible Securities, or pursuant to any agreement, arrangement, pledge or understanding, written or oral (other than pursuant to pledges of securities in the ordinary course of business); and

(c)any securities which are Beneficially Owned within the meaning of clauses (a) or (b) by any other Person with whom such Person is acting jointly or in concert;

8.4.2Notwithstanding subsection 8.4.1, a Person will not be deemed the “Beneficial Owner” of, or to have “Beneficial Ownership” of, or to “Beneficially Own”, any securities because:

(a)such Person is the registered holder of such securities as a result of carrying on the business of or acting as a nominee of a securities depositary;

(b)such Person is an underwriter or member of a banking group or selling group acting in such capacity that has become the Beneficial Owner of such securities in connection with a distribution of securities pursuant to a prospectus or by way of private placement provided such Person does not Beneficially Own such securities for a period in excess of one year;

(c)such Person holds such securities in its capacity as trustee of a trust under which such Person has no independent powers, discretions or responsibilities and must act on the instructions of the beneficiaries; or

(d)such Person is acting as a Securities Intermediary in relation to such securities and does not exercise independent control or direction over such securities.

8.5Determinations of the Board

8.5.1Any determinations or decisions made by the Board of Directors pursuant to these Articles shall be final and binding.

8.6Definitions

8.6.1Subject to subsection 8.6.2, for the purposes of these Articles, the following terms shall have the following meanings:

(a)“Acquiring Person” means, at any particular time, any Person, other than an Approved Person or a member of the TR Group, who (i) is or

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becomes the Beneficial Owner of 15% or more of the outstanding Voting Shares or (ii) is deemed to be an Acquiring Person pursuant to subsection 1.6.6(c) or subsection 1.6.6(g);

(b)“Action” means, in relation to the Corporation or TR PLC, any Distribution or action affecting the amount or nature of issued share capital of the Corporation or TR PLC, including any offer by way of rights, bonus issue, sub-division or consolidation, repurchase or buy-back, or offer to purchase, or amendment of the rights of any Shares, or a series of one or more such actions;

(c)“Affiliate” means, with respect to any Person, any Person that Controls such Person, is Controlled by such Person or is under common Control with such Person;

(d)“Applicable Laws” means:

(i)any applicable law, statute, rule or regulation and any judgment, order, decree, licence, permit, directive or requirement of any Governmental Agency having jurisdiction over the Corporation and/or TR PLC; and

(ii)the rules, regulations and guidelines of:

(A)any stock exchange or other trading market on which any shares or other securities or depositary receipts representing such shares or securities of either the Corporation or TR PLC are listed, traded or quoted; and

(B)any other body with which entities with securities listed or quoted on such exchanges customarily comply,

(but, if not having the force of law, only if compliance with such directives, requirements, rules, regulations or guidelines is in accordance with the general practice of Persons to whom they are intended to apply), in each case for the time being in force and taking account of all exemptions, waivers or variations from time to time applicable (in particular situations or generally) to the Corporation or TR PLC, as the case may be;

(e)“Approved Person” means, at any particular time, any Person who has been designated as such for the purposes of these Articles by the holder of the Reuters Founders Share, in its sole and absolute discretion, by notice given in writing to the Corporation, unless such designation has been revoked in accordance with the Terms of Approval;

(f)“Associate”, where used to indicate a relationship with any Person, means:

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(i)any issuer of which such Person beneficially owns or controls, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all voting securities of the issuer for the time being outstanding;

(ii)any partner of that Person;

(iii)any trust or estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar capacity;

(iv)any relative of that Person who resides in the same home as that Person;

(v)any Person who resides in the same home as that Person and to whom that Person is married or with whom that Person is living in a conjugal relationship outside marriage; or

(vi)any relative of a Person mentioned in clause (v) who has the same home as that Person;

(g)“Beneficial Ownership”, with respect to any securities, means direct or indirect beneficial ownership of, or control or direction over, those securities; and the words “Beneficial Owner” and “Beneficially Own” and similar words have corresponding meanings;

(h)“Board of Directors” or “Board” means the board of directors of the Corporation (or a duly authorized committee of the board of directors of the Corporation) from time to time;

(i)“Canada Evidence Act” means the Canada Evidence Act, as may be amended from time to time and any successor legislation thereto;

(j)“Class Rights Action” means each of the following actions if proposed to be taken by either the Corporation or TR PLC:

(i)the voluntary Liquidation of such company;

(ii)any adjustment to the Equalization Ratio other than an adjustment made pursuant to Section 3.1.1(C) of the Equalization and Governance Agreement;

(iii)any amendment to, or termination of (including, for the avoidance of doubt, the voluntary termination of), the Equalization and Governance Agreement, the Special Voting Share Agreement, the TR Corporation Guarantee or the TR PLC Guarantee, other than any amendment which is formal or technical in nature and which is not materially prejudicial to the interests of the shareholders of

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the Corporation or TR PLC or is necessary to correct any inconsistency or manifest error as may be agreed by the TR Board;

(iv)any amendment to, removal or alteration of the effect of (which shall include the ratification of any breach of) any of the TR Corporation Entrenched DLC Provisions or the TR PLC Entrenched DLC Provisions;

(v)a change in the corporate status of the Corporation from a corporation existing under the OBCA with its primary listing on the TSX or the NYSE or of TR PLC from a public limited company incorporated in England and Wales with its primary listing on the Official List of the UK Listing Authority (unless such change occurs in connection with a termination of the Equalization and Governance Agreement in accordance with Section 11.1.1 or Section 11.1.2(B) thereof);

(vi)any other action or matter the TR Board determines (either in a particular case or generally) should be approved as a Class Rights Action; and

(vii)any Action to be approved as a Class Rights Action pursuant to Section 3.1.1(C) of the Equalization and Governance Agreement;

provided, however, that if a particular matter constitutes both a Joint Electorate Action and a Class Rights Action, it shall be treated as a Class Rights Action;

(k)“Common Shares” has the meaning attributed thereto in subsection 1.1(a);

(l)“Control” means:

(i)when applied to the relationship between a Person and a corporation, the beneficial ownership by such Person (in the case of the Corporation or TR PLC, either alone or together with the other corporation) at the relevant time of shares of such corporation carrying more than the greater of (A) 50% of the voting rights ordinarily exercisable at meetings of shareholders of such corporation and (B) the percentage of voting rights ordinarily exercisable at meetings of shareholders of such corporation that are sufficient to elect a majority of the directors of such corporation; and

(ii)when applied to the relationship between a Person and a partnership, joint venture or other unincorporated entity, the beneficial ownership by such Person (in the case of the

44

Corporation or TR PLC, either alone or together with the other corporation) at the relevant time of more than 50% of the ownership interests of the partnership, joint venture or other unincorporated entity in circumstances where it can reasonably be expected that such Person directs or has the power to direct the affairs of the partnership, joint venture or other unincorporated entity;

and the words “Controlled by”, “Controlling” and “under common Control with” and similar words have corresponding meanings; provided that a Person who Controls a corporation, partnership, joint venture or other unincorporated entity (the “second-mentioned Person”) shall be deemed to Control a corporation, partnership, joint venture or other unincorporated entity which is Controlled by the second-mentioned Person and so on;

(m)“Convertible Securities” means any securities (including rights, warrants and options) carrying any purchase, exercise, conversion or exchange rights, pursuant to which the holder of such securities may acquire voting securities or other securities convertible into or exercisable or exchangeable for voting securities (in each case, whether such right is exercisable immediately or after a specified period and whether or not on condition or the happening of any contingency);

(n)“Corporation” means Thomson Reuters Corporation, a corporation incorporated and existing in accordance with the laws of the Province of Ontario;

(o)“Cross-Guarantees” means, collectively, the TR Corporation Guarantee and the TR PLC Guarantee, and “Cross-Guarantee” means either one of them;

(p)“Directors” means those individuals appointed or elected to the Board of Directors from time to time and “Director” means any one of them;

(q)“Distribution” means, in relation to the Corporation or TR PLC, any dividend or other distribution, whether of income or capital, and in cash or any other form, made by such company or any of its Subsidiaries to the holders of Common Shares, in the case of the Corporation, or TR PLC Ordinary Shares, in the case of TR PLC;

(r)“DLC Structure” means the dual listed company structure effected pursuant to the Equalization and Governance Agreement and the transactions contemplated thereby, including the Special Voting Share Agreement, these Articles, the TR Corporation By-Laws, the TR PLC Memorandum and Articles and the Cross-Guarantees;

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(s)“Economic Equivalence” has the meaning attributed thereto in subsection 6.1.1(a);

(t)“Entrenched DLC Articles” means Section 1.5, Section 1.7, subsection 2.1.2, subsection 2.2.2, subsection 2.2.3, Section 2.3 and Article 4 through Article 7 of these Articles and the definitions referred to therein;

(u)“Entrenched DLC By-Laws” means Article 6 and Article 10 of the TR Corporation By-Laws and the definitions referred to therein;

(v)“Equalization and Governance Agreement” means the Equalization and Governance Agreement, dated as of April       , 2008, between the Corporation and TR PLC, a copy of which is attached to these Articles as Exhibit A, as the same may be amended or modified from time to time in accordance with its terms;

(w)“Equalization Ratio” means, at any time, the ratio of (i) one to (ii) the TR PLC Equivalent Number at such time;

(x)“Equalization Share” has the meaning attributed thereto in subsection 1.1(e);

(y)“Equivalent Distribution” has the meaning attributed thereto in Section 5.1;

(z)“Equivalent Resolution” means, in relation to a resolution of the Corporation, a resolution of TR PLC that is certified by a duly authorized officer of TR PLC as equivalent in nature and effect to such resolution of the Corporation;

(aa)“Governmental Agency” means a court of competent jurisdiction, any government or any governmental, regulatory, self-regulatory or administrative authority, agency, commission, body or other governmental entity and shall include any relevant competition authorities, the UK Panel on Takeovers and Mergers, the European Commission, the London Stock Exchange, the UK Listing Authority, the Canadian securities regulatory authorities, the TSX, the U.S. Securities and Exchange Commission, the NYSE and NASDAQ;

(bb)“holder”, with respect to any shares in the capital of the Corporation or TR PLC, means the registered holder of such shares;

(cc)“Insolvency Notice” has the meaning attributed thereto in subsection 6.1.1(a);

(dd)“Insolvency Notice Date” has the meaning attributed thereto in subsection 6.1.1(b);

(ee)“Interest”, except for the purposes of Article 7, has the meaning attributed thereto paragraph 2.4.1(aa) of the TR PLC Articles;

(ff)“Joint Electorate Action” means any action put to shareholders of either the Corporation or TR PLC, except for a Class Rights Action or a Procedural Resolution. For the avoidance of doubt, each of the following actions, if put to the holders of Common Shares or the holders of TR PLC Ordinary Shares, shall be put to the TR Shareholders as a Joint Electorate Action:

(i)the appointment, election, re-election or removal of any director of the Corporation or TR PLC;

(ii)to the extent such receipt or adoption is required by Applicable Laws, the receipt or adoption of the financial statements or accounts of the Corporation or TR PLC, or financial statements or accounts prepared on a consolidated basis, other than any financial statements or accounts in respect of the period(s) ended prior to April       , 2008;

(iii)a change of name of the Corporation or TR PLC; and

(iv)the appointment or removal of the auditors of the Corporation or TR PLC;

(gg)“Liquidation” means, with respect to either the Corporation or TR PLC, any liquidation, winding up, receivership, dissolution, insolvency or equivalent or analogous proceedings pursuant to which the assets of such company will be liquidated and distributed to creditors and other holders of provable claims against such company;

(hh)“London Stock Exchange” means the London Stock Exchange plc or any successor thereto;

(ii)“Market Capitalization”, in relation to the Corporation, means the total value of all issued Common Shares (determined by reference to the closing price of those shares on the relevant day on the stock exchange on which it has its highest daily average trading volume over the 30 trading days prior to such day);

(jj)“Matching Action” means, in relation to an Action of the Corporation (the “Primary Action”), an Action by TR PLC the overall effect of which, as determined by the TR Board, is such that, when taken together with the Primary Action, the economic benefits and voting rights in relation to Joint Electorate Actions of a holder of a TR PLC Ordinary Share relative to the rights of a holder of a Common Share are maintained in proportion to the then prevailing Equalization Ratio;

(kk)“NASDAQ” means the National Association of Security Dealers, Inc. Automated Quotations System or any successor thereto;

(ll)“NYSE” means the New York Stock Exchange, Inc. or any successor thereto;

(mm)“OBCA” means the Business Corporations Act (Ontario), as it may be amended from time to time and any successor legislation thereto;

(nn)“Parallel Shareholder Meeting”, in relation to a meeting of shareholders of the Corporation, means any meeting of the shareholders of TR PLC which is:

(i)nearest in time to, or is contemporaneous with, such meeting of the shareholders of the Corporation and at which some or all of the same resolutions or some or all Equivalent Resolutions are to be considered; or

(ii)designated by the TR PLC Board as the parallel meeting of shareholders of TR PLC of such meeting of shareholders of the Corporation;

(oo)“Permitted Bid Acquisition” has the meaning attributed thereto in subsection 7.2.1(b);

(pp)“Person” includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator, or other legal representative;

(qq)“Preference Shares” has the meaning attributed thereto in subsection 1.1(b);

(rr)“Procedural Resolution” means a resolution of a procedural or technical nature put to shareholders at any meeting of the Corporation or TR PLC, whether annual, general or otherwise, including, without limitation, any resolution:

(i)that certain Persons be allowed to attend or be excluded from attending the meeting;

(ii)that discussion be closed and the question put to the vote (provided no amendments have been raised);

(iii)that the question under discussion not be put to the vote;

(iv)to proceed with matters in an order other than that set out in the notice of the meeting;

(v)to adjourn the debate (for example, to a subsequent meeting); and

(vi)to adjourn the meeting;

(ss)“Proven Creditors” means all Persons that the liquidator or trustee in bankruptcy or similar person of TR PLC has established as ranking in priority to the holders of TR PLC Ordinary Shares and who would be entitled to a payment as a result of the liquidation, insolvency or bankruptcy of TR PLC;

(tt)“Qualifying Take-Over Bid” has the meaning attributed thereto in subsection 7.2.1(a);

(uu)“Requisite Majority” means, in the case of an ordinary resolution, a majority or, in the case of a special resolution, two-thirds;

(vv)“Rescission Notice” has the meaning attributed thereto in subsection 1.6.7(c);

(ww)“Reuters Founders Share” has the meaning attributed thereto in subsection 1.1(d);

(xx)“Reuters Founders Share Articles” means Section 1.6, Section 2.4 and Article 3 of these Articles and
the definitions of any defined terms incorporated therein;

(yy)“Reuters Founders Share By-Laws” means Article 6 and Section 9.2 of the TR Corporation By-Laws
and the definitions of any defined terms incorporated therein;

(zz)“Reuters Founders Share Company” means Reuters Founders Share Company Limited, a corporation incorporated and existing in accordance with the laws of England and Wales;

(aaa)“Reuters Founders Share Control Notice” has the meaning attributed thereto in subsection 1.6.7(b);

(bbb)“Reuters Founders Share Provisions” means the Reuters Founders Share Articles and the Reuters
Founders Share By-Laws;

(ccc)“Reuters Founders Share Requisition” has the meaning attributed thereto in subsection 1.6.9(a);

(ddd)“Reuters Trust Principles” has the meaning attributed thereto in subsection 2.4.1;

(eee)“Reuters Trustees” means the members and directors from time to time of Reuters Founders Share Company;

(fff)“Securities Intermediary” has the meaning attributed thereto in the Securities Transfer Act;

(ggg)“Securities Transfer Act” means the Securities Transfer Act (Ontario), as it may be amended from time to time and any successor legislation thereto;

(hhh)“Series II Preference Shares” has the meaning attributed thereto in subsection 1.6.5(a);

(iii)“Shareholder Rights Plan” means a plan adopted by the Corporation which provides for a distribution to all holders of its Shares and/or Shares of TR PLC of rights which entitle such holders (other than a Person in respect of whom the Corporation and TR PLC are taking actions to procure a Qualifying Take-Over Bid pursuant to subsection 7.1.2) to subscribe for or purchase Shares at a price which is substantially less than the respective market values thereof;

(jjj)“Shares” means, in relation to the Corporation, the Common Shares and, in relation to TR PLC, the TR PLC Ordinary Shares;

(kkk)“Special Voting Share” has the meaning attributed thereto in subsection 1.1(c);

(lll)“Special Voting Share Agreement” means the Special Voting Share Agreement, dated as of April       2008, by and among the Corporation, TR PLC, the TR Corporation Special Voting Share Trustee and the TR PLC Special Voting Share Trustee, a copy of which is attached to these Articles as Exhibit D, as the same may be amended or modified from time to time in accordance with its terms;

(mmm)“Subsidiary”, with respect to any Person, means a Person Controlled by such Person;

(nnn)“Take-Over Bid Thresholds” has the meaning attributed thereto in subsection 7.2.1(d);

(ooo)“Tax” or “Taxes” means any taxes, levies, imposts, deductions, charges, withholdings or duties levied by any authority (including goods and services taxes, value added taxes and any other stamp and transaction duties) (together with any related interest, penalties, fines and expenses in connection with them);

(ppp)“Tax Benefit” means any credit, rebate, exemption, deduction or benefit in respect of Tax available to any Person;

(qqq)“Terms of Approval” means, in relation to an Approved Person, an agreement or undertaking, if any, entered into by that Approved Person with the holder of the Reuters Founders Share in connection with being designated as an Approved Person;

(rrr)“Thomson Reuters News Services” means any news services which may from time to time be supplied by the Corporation or any of its Subsidiaries;

(sss)“TR Board” means each of the Board of Directors and the TR PLC Board;

(ttt)“TR Corporation By-Laws” means the by-laws of the Corporation, as they may be amended from time to time;

(uuu)“TR Corporation Entrenched DLC Provisions” means the Entrenched DLC Articles and the Entrenched DLC By-Laws;

(vvv)“TR Corporation Group” means, collectively, the Corporation and its Subsidiaries from time to time, and a member of the TR Corporation Group means any one of them;

(www)“TR Corporation Guarantee” means the deed of guarantee dated as of April       , 2008 between the Corporation and TR PLC whereby the Corporation agrees to guarantee certain obligations of TR PLC for the benefit of creditors of TR PLC, a copy of which is attached to these Articles as Exhibit B, as the same may be amended or modified from time to time in accordance with its terms;

(xxx)“TR Corporation Special Voting Share Trust” means the trust created by the TR Corporation Special Voting Share Trust Deed;

(yyy)“TR Corporation Special Voting Share Trust Deed” means the agreement dated as of April       , 2008 between Thomson Reuters Corporation, as settlor, and the TR Corporation Special Voting Share Trustee;

(zzz)“TR Corporation Special Voting Share Trustee” means Computershare Trust Company of Canada, as trustee of TR Corporation Special Voting Share Trust, and includes any successor trustee of TR Corporation Special Voting Share Trust;

(aaaa)“TR Group” means, collectively, the TR Corporation Group and the TR PLC Group operating as a unified group pursuant to the DLC Structure;

(bbbb)“TR PLC” means Thomson Reuters PLC, a public limited company incorporated in England and Wales;

(cccc)“TR PLC Acquiring Person” means a Person who is an “Acquiring Person” for the purposes of the TR PLC Articles;

(dddd)“TR PLC ADS” means an American Depositary Share of TR PLC listed on NASDAQ, each of which represents six TR PLC Ordinary Shares;

(eeee)“TR PLC Articles” means the articles of association of TR PLC, as they may be amended or supplemented from time to time;

(ffff)“TR PLC Board” means the board of directors of TR PLC (or a duly authorized committee of the board of directors of TR PLC) from time to time;

(gggg)“TR PLC Entrenched DLC Provisions” has the meaning attributed thereto in the TR PLC Articles;

(hhhh)“TR PLC Equivalent Number” means the number of TR PLC Ordinary Shares that enjoy equivalent rights to Distributions (calculated having regard to Section 3.2(A) of the Equalization and Governance Agreement) and voting rights in relation to Joint Electorate Actions as one Common Share.  Initially, the TR PLC Equivalent Number shall be one but shall be adjusted as provided in Section 3 of the Equalization and Governance Agreement.  In all cases, the TR PLC Equivalent Number shall be rounded to four decimal places;

(iiii)“TR PLC Group” means, collectively, TR PLC and its Subsidiaries from time to time, and a member of the TR PLC Group means any one of them;

(jjjj)“TR PLC Guarantee” means the deed of guarantee dated as of April       , 2008 between TR PLC and the Corporation whereby TR PLC agrees to guarantee certain obligations of the Corporation for the benefit of creditors of the Corporation, a copy of which is attached to these Articles as Exhibit C, as the same may be amended or modified from time to time in accordance with its terms;

(kkkk)“TR PLC Memorandum” means the memorandum of association of TR PLC, as it may be amended or supplemented from time to time;

(llll)“TR PLC Memorandum and Articles” means the TR PLC Memorandum and TR PLC Articles;

(mmmm)“TR PLC Ordinary Shares” means ordinary shares in the capital of TR PLC (including the ordinary shares underlying each TR PLC ADS);

(nnnn)“TR PLC Reuters Founders Share” means the Reuters founders share of £1.00 (one pound) in TR PLC;

(oooo)“TR PLC Special Voting Share” means the special voting share of £500,000.00 (five hundred thousand pounds) in TR PLC;

(pppp)“TR PLC Special Voting Share Trust” means the trust created by the TR PLC Special Voting Share Trust Deed;

(qqqq)“TR PLC Special Voting Share Trust Deed” means the agreement dated as of April       , 2008 between Thomson Reuters Corporation, as settlor, and the TR PLC Special Voting Share Trustee;

(rrrr)“TR PLC Special Voting Share Trustee” means Computershare Trust Company of Canada, as trustee of TR PLC Special Voting Share Trust, and includes any successor trustee of TR PLC Special Voting Share Trust;

(ssss)“TR Shareholders” means, collectively, the holders of Common Shares and the holders of TR PLC Ordinary Shares;

(tttt)“Triggering Event” has the meaning attributed thereto in subsection 7.1.2;

(uuuu)“TSX” means the Toronto Stock Exchange or any successor thereto;

(vvvv)“UK City Code” means the UK City Code on Takeovers and Mergers, as it may be amended from time to time and any successor legislation thereto;

(wwww)“UK Listing Authority” means the Financial Services Authority in its capacity as competent authority for the purposes of Part VI of the UK Financial Services and Markets Act 2000 or any successor thereto;

(xxxx)“Voting Shares” means:

(i)in relation to the Corporation, Common Shares and, at any particular time, any other securities of the Corporation (excluding debt securities, the Special Voting Share and the Reuters Founders Share) carrying at that time a voting right ordinarily exercisable at meetings of shareholders either under all circumstances or under some circumstances that have occurred and are continuing; and

(ii)in relation to TR PLC, TR PLC Ordinary Shares and, at any particular time, any other securities of TR PLC (excluding debt securities, the TR PLC Special Voting Share and the TR PLC Reuters Founders Share) carrying at that time a voting right

ordinarily exercisable at meetings of shareholders either under all circumstances or under some circumstances that have occurred and are continuing; and

(yyyy)“Wholly-Owned Subsidiary”, with respect to any Person, means any Subsidiary of which that Person at the time of determination, directly and/or indirectly, through one or more other Subsidiaries, Beneficially Owns and/or is Interested in 100% of the Voting Shares of such Subsidiary.

8.6.2Terms defined in Sections 1.3 and 1.4 shall not have any meaning attributed thereto for the purposes of these Articles except in those Sections and terms defined elsewhere in these Articles shall not have any meaning attributed thereto in Sections 1.3 and 1.4.

EXHIBIT A
EQUALIZATION AND GOVERNANCE AGREEMENT

A-1

EXHIBIT B
TR CORPORATION GUARANTEE

B-1

EXHIBIT C
TR PLC GUARANTEE

C-1

EXHIBIT D
SPECIAL VOTING SHARE AGREEMENT

D-1

EX-99.2

Exhibit 99.2

DRAFT FORM

AMENDED AND RESTATED BY-LAWS
of
THOMSON REUTERS CORPORATION

(the “Corporation”)

being by-laws relating generally to the
business and affairs of the Corporation

1.      Registered Office

1.1The registered office of the Corporation shall be within the City of Toronto and shall be located therein at the address set out in the Articles or at such address as the Board of Directors may from time to time determine.

2.      Corporate Seal

2.1           Until changed by the Board of Directors, the corporate seal of the Corporation shall be in the form impressed in the margin hereof.

3.      Financial Year

3.1Until changed by the Board of Directors, the financial year of the Corporation shall end on the last day of December in each year.

4.      Meetings of the Board of Directors

4.1Quorum.  Two Directors, or such greater number of Directors as the Board of Directors may from time to time determine, shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

4.2Calling of Meetings.  Meetings of the Board of Directors shall be held at such time and place within or outside the Province Ontario as the Chair, a Deputy Chair, any two Directors or the President may determine. A majority of meetings of the Board of Directors need not be held within Canada in any financial year.

4.3Notice of Meetings.  Notice of the time and place of each meeting of the Board of Directors shall be given to each Director not less than 12 hours before the time of the meeting, provided that the first meeting immediately following a meeting of shareholders at which Directors are elected may be held without notice if a quorum is present. Notices

shall be deemed to have been duly given for this purpose if mailed, telephoned, or sent by electronic or other communications facilities.

4.4Chair.  The Chair, or in the absence of the Chair, a Deputy Chair, or in the absence of a Deputy Chair, a Director chosen by the Directors at the meeting, shall be chair of any meeting of the Board of Directors.

4.5Voting at Meetings.  At meetings of the Board of Directors each Director shall have one vote and questions shall be decided by a majority of votes.

4.6Remuneration and Expenses.  The Directors shall be paid such remuneration for their services as the Board of Directors may from time to time determine. The Directors shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the Board of Directors, any committee thereof or the shareholders or otherwise in the performance of their duties as Directors.

5.      Officers

5.1General.  The Board of Directors may from time to time appoint a Chair, one or more Deputy Chairs, a President, one or more Vice Presidents (who shall include Executive Vice Presidents, Senior Vice Presidents and other Vice Presidents), a Secretary to the Board of Directors and such other officers as the Board of Directors may determine, including assistants to any of the officers so appointed.  Except for the Chair and the Deputy Chair(s), an officer need not be a Director.

5.2Chair.  The Chair when present shall be chair of meetings of the Board of Directors and shareholders of the Corporation and shall have such other powers and duties as the Board of Directors may determine.

5.3Deputy Chair.  The Deputy Chair, or one of them if there is more than one, in the absence of the Chair shall, if present, preside at meetings of the Board of Directors and shareholders of the Corporation and shall have such other powers and duties as the Board of Directors may determine.

5.4President.  Unless the Board of Directors otherwise determines, the President shall be the chief executive officer of the Corporation and shall have general supervision of its business and affairs.

5.5Vice President.  A Vice President (including any Executive Vice President, Senior Vice President or other Vice President) shall have such powers and duties as the Board of Directors or the President may determine.

5.6Secretary to the Board of Directors.  The Secretary to the Board of Directors shall give required notices to shareholders, Directors and auditors, act as secretary of meetings of the Board of Directors, its committees and shareholders when present, keep and enter minutes of such meetings, maintain the corporate records of the Corporation, have custody of the corporate seal and have such other powers and duties as the Board of Directors may determine.

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5.7Variation of Duties.  The Board of Directors may from time to time vary, add to or limit the powers and duties of any officer.

5.8Term of Office.  Each officer shall hold office until his or her successor is appointed, provided that the Board of Directors may at any time remove any officer from office but such removal shall not affect the rights of such officer under any contract of employment with the Corporation.

6.      Meetings of Shareholders

6.1Notice with Respect to Joint Electorate Action or Class Rights Action.  If the Corporation proposes to undertake a Joint Electorate Action or a Class Rights Action, the Corporation shall immediately give notice to the holder of the Special Voting Share and TR PLC of the nature of the Joint Electorate Action or the Class Rights Action it proposes to take. Unless such action is proposed to be taken at an annual meeting of shareholders, the Board of Directors shall convene a special meeting of shareholders for the purpose of considering a resolution to approve such Joint Electorate Action or Class Rights Action. Such meeting shall be held as close in time as practicable to the Parallel Shareholder Meeting.

6.2Manner of Voting.  Any resolution to be considered at a meeting of shareholders in relation to which the holder of the Special Voting Share or the holder of the Reuters Founders Share is entitled to vote shall be decided by ballot. Voting at any meeting of shareholders shall otherwise be by show of hands except where a ballot is required by the chair of the meeting, a shareholder or proxyholder entitled to vote at the meeting or the holder of the Reuters Founders Share, or by the OBCA. In the case of a ballot on a resolution on which the holder of the Special Voting Share and/or the holder of the Reuters Founders Share is entitled to vote, the ballot shall be kept open for such time as is necessary to allow the Parallel Shareholder Meeting to be held and for the voting rights attaching to the Special Voting Share and/or the Reuters Founders Share, respectively, to be determined and exercised on such ballot, although such ballot may be declared closed earlier by the chair of the meeting in respect of shares of other classes. The chair of the meeting shall direct the procedures for voting by ballot.

6.3Voting by Proxy.  A proxy deposited by the holder of the Special Voting Share or the holder of the Reuters Founders Share will be valid if it is received by or delivered to the chair of the meeting before the close of the ballot to which it relates.

6.4Objections to Validity of Votes.  No objection shall be raised as to the validity of any vote at any meeting of shareholders except at the meeting or adjourned meeting at which the vote objected to is or may be given or tendered and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection shall be referred to the chair of the meeting whose decision shall be final and conclusive save that no such decision shall be capable of prejudicing the effect of any valid exercise of any of the voting rights attaching to the Reuters Founders Share.

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6.5Quorum.  A quorum for the transaction of business at a meeting of shareholders shall be either two persons present and each entitled to vote thereat or the holder of the Reuters Founders Share provided that:

(a)at any meeting the business of which includes the consideration of any resolution on which the holder of the Special Voting Share is entitled to vote, a quorum shall not be present for any purpose unless the holder of the Special Voting Share is present (through a duly authorized representative) or represented by proxy; and

(b)at any meeting the business of which includes the consideration of any resolution on which the holder of the Reuters Founders Share is entitled to vote, a quorum shall not be present for any purpose unless the holder of the Reuters Founders Share is present (through a duly authorized representative) or represented by proxy.

6.6Scrutineers.  The chair at any meeting of shareholders may appoint one or more persons, who need not be shareholders, to act as scrutineer or scrutineers at the meeting.

6.7Adjournment of Meetings.  The chair of any meeting of shareholders may, with the consent of the meeting and subject to such conditions as the meeting may decide, and shall, if so directed by the holder of the Reuters Founders Share, adjourn the meeting from time to time and from place to place or for an indefinite period, provided that in the case of any meeting falling within the proviso in paragraph (b) of Section 6.5 any such adjournment will be subject to the consent of the holder of the Reuters Founders Share. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting. The Corporation shall give notice to TR PLC as soon as possible of an adjournment and of the business to be transacted at an adjourned meeting.

6.8Actions for Shareholder Approval.

(a)All actions put to shareholders of the Corporation, except for Class Rights Actions or resolutions of a procedural or technical nature described in Section 6.13, will be Joint Electorate Actions.

(b)No resolution of the Corporation with respect to a Joint Electorate Action or a Class Rights Action shall be approved unless a Parallel Shareholder Meeting is held at which an Equivalent Resolution in respect of such Joint Electorate Action or Class Rights Action is approved in accordance with paragraph (b) of Section 6.12.

6.9Joint Electorate Actions.  For the avoidance of doubt, each of the following actions shall constitute a “Joint Electorate Action” if put to the holders of Common Shares or the holders of TR PLC Ordinary Shares:

(a)the appointment, election, re-election or removal of any director of the Corporation or TR PLC;

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(b)to the extent such receipt or adoption is required by Applicable Laws, the receipt or adoption of the financial statements or accounts of the Corporation or TR PLC, or financial statements or accounts prepared on a consolidated basis, other than any financial statements or accounts in respect of the period(s) ended prior to April   , 2008;

(c)a change of name of the Corporation or TR PLC; and

(d)the appointment or removal of the auditors of the Corporation or TR PLC.

6.10Deemed Class Rights Actions.  If a particular matter constitutes both a Joint Electorate Action and a Class Rights Action, it shall be treated as a Class Rights Action.

6.11Class Rights Actions.  Each of the following actions shall constitute a “Class Rights Action” if proposed to be taken by either the Corporation or TR PLC:

(a)the voluntary Liquidation of such company;

(b)any adjustment to the Equalization Ratio other than an adjustment made pursuant to Section 3.1.1(C) of the Equalization and Governance Agreement;

(c)any amendment to, or termination of (including, for the avoidance of doubt, the voluntary termination of), the Equalization and Governance Agreement, the Special Voting Share Agreement or the Cross-Guarantees, other than any amendment which is formal or technical in nature and which is not materially prejudicial to the interests of the shareholders of the Corporation or TR PLC or is necessary to correct any inconsistency or manifest error as may be agreed by the TR Board;

(d)any amendment to, removal or alteration of the effect of (which shall include the ratification of any breach of) any of the TR Corporation Entrenched DLC Provisions or the TR PLC Entrenched DLC Provisions;

(e)a change in the corporate status of the Corporation from a corporation existing under the OBCA with its primary listing on the TSX or the NYSE or of TR PLC from a public limited company incorporated in England and Wales with its primary listing on the Official List of the UK Listing Authority (unless such change occurs in connection with a termination of the Equalization and Governance Agreement in accordance with Section 11.1.1 or Section 11.1.2(B) thereof);

(f)any other action or matter the TR Board determines (either in a particular case or generally) should be approved as a Class Rights Action; and

(g)any Action to be approved as a Class Rights Action pursuant to Section 3.1.1(C) of the Equalization and Governance Agreement.

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6.12Procedure for Approval of Joint Electorate Actions and Class Rights Actions.

A Joint Electorate Action or a Class Rights Action shall require approval by both:

(a)an ordinary resolution of the Corporation (or, if the Articles, these By-Laws, the Equalization and Governance Agreement or Applicable Laws require such Joint Electorate Action or Class Rights Action to be approved by a special resolution of the Corporation, by a special resolution); and

(b)an ordinary resolution of TR PLC (or, if the TR PLC Articles or Applicable Laws require such Joint Electorate Action or Class Rights Action to be approved by a special resolution of TR PLC, by a special resolution).

6.13Procedural Resolutions.  A resolution put to shareholders at any meeting of the Corporation or TR PLC, whether annual, general or otherwise, of a procedural or technical nature (a “Procedural Resolution”) shall not constitute a Joint Electorate Action or a Class Rights Action. A Procedural Resolution shall include, without limitation, any resolution:

(a)that certain persons be allowed to attend or be excluded from attending the meeting;

(b)that discussion be closed and the question put to the vote (provided no amendments have been raised);

(c)that the question under discussion not be put to the vote;

(d)to proceed with matters in an order other than that set out in the notice of the meeting;

(e)to adjourn the debate (for example, to a subsequent meeting); and

(f)to adjourn the meeting.

6.14Coordination with TR PLC.  If TR PLC proposes to take a Joint Electorate Action or a Class Rights Action:

(a)the Board of Directors shall (unless such action is proposed for an annual meeting of shareholders of the Corporation) convene a special meeting of shareholders as close in time as practicable to the TR PLC shareholders meeting at which such Joint Electorate Action or Class Rights Action is to be proposed;

(b)the Board of Directors shall propose for consideration at such meeting an Equivalent Resolution in respect of such Joint Electorate Action or Class Rights Action;

(c)the Board of Directors shall submit such Equivalent Resolution to shareholders as an ordinary resolution (or, if the Articles, these By-Laws or Applicable Laws require the action to be approved by a special resolution of the Corporation, by a special resolution); and

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(d)the Corporation shall co-operate fully with TR PLC in preparing resolutions, information circulars or statements, explanatory memoranda or any other information or material required in connection with the proposed Joint Electorate Action or Class Rights Action.

6.15Discretionary Matters.  The Board of Directors may, by agreement with the TR PLC Board and subject to Applicable Laws:

(a)decide to seek the approval by ordinary resolution of the shareholders (or any class of shareholders) of either or both of the Corporation and TR PLC for any matter that would not otherwise require such approval; or

(b)specify a higher vote threshold for any resolution than would otherwise be required pursuant to these By-Laws.

7.      Dividend Payments

7.1Cheques.  A dividend payable in money shall be paid by cheque to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by prepaid ordinary mail to such registered holder at the address of such holder in the Corporation’s securities register, unless such holder otherwise directs. In the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of the person whose name first appears in the register of shareholders in respect of such shares. The mailing of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.

7.2Non-Receipt of Cheques.  In the event of non-receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the Board of Directors may from time to time prescribe, whether generally or in any particular case.

7.3Unclaimed Dividends.  Any dividend unclaimed after a period of six years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.

8.      Execution of Instruments

8.1Deeds, transfers, assignments, agreements, proxies and other instruments may be signed on behalf of the Corporation by any one of the Chair, a Deputy Chair or the President, or any two officers or directors together, or any one or more persons as the Board of Directors may otherwise authorize to sign instruments generally or to sign specific instruments. Any instruments so signed shall be binding upon the Corporation without further authorization or formality. The seal of the Corporation shall, when required, be affixed to any such instruments.

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9.      Omission to Give Notice

9.1Accidental omission to give any notice to any shareholder, Director, auditor or member of a committee of the Board of Directors, non-receipt of any notice or any error in a notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice.

9.2Section 9.1 shall not apply if the person entitled to receive a notice is the holder of the Reuters Founders Share.

10.    Amendments

10.1These By-Laws may be amended in accordance with the Articles.

10.2In the event of the termination of the Equalization and Governance Agreement upon TR PLC becoming a wholly-owned Subsidiary of the Corporation or the Corporation becoming a wholly-owned Subsidiary of TR PLC, then:

(a)only in the case of TR PLC becoming a wholly-owned Subsidiary of the Corporation and, for so long as Reuters Founders Share Company is the holder of the Reuters Founders Share, so long as the effect thereof is, to the satisfaction of the Reuters Trustees, substantially to preserve and not to impair the legal rights of the holder of the Reuters Founders Share in relation to the TR Group, Section 6.1 and Section 6.8 through Section 6.15 shall be null and void and of no further force or effect;

(b)only in the case of the Corporation becoming a wholly-owned Subsidiary of TR PLC and, for so long as Reuters Founders Share Company is the holder of the Reuters Founders Share, so long as the effect thereof is, to the satisfaction of the Reuters Trustees, substantially to preserve and not to impair the legal rights of the holder of the TR PLC Reuters Founders Share in relation to the TR Group, Article 6 and Section 9.2 of these By-Laws shall be null and void and of no further force or effect; and

(c)these By-Laws shall be restated as amended with such incidental or consequential modifications as are necessary to give effect to this Section 10.2.

11.    Interpretation

11.1Headings.  Headings are for convenience only and are not to affect the meaning or construction of any of the provisions of these By-Laws.

11.2References.  References to “these By-Laws”, “hereto”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions refer to these By-Laws, as amended or supplemented from time to time, and not to any particular Article, section, subsection, clause, paragraph or other portion hereof and include any and every instrument supplemental or ancillary hereto.

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11.3Expressions in OBCA.  Unless otherwise defined herein, expressions used in these By-Laws shall have the same meanings as corresponding expressions in the OBCA.

11.4Definitions.  For purposes of these By-Laws, the following terms shall have the following meanings:

(a)“Action” means, in relation to the Corporation or TR PLC, any Distribution or action affecting the amount or nature of issued share capital of the Corporation or TR PLC, including any offer by way of rights, bonus issue, sub-division or consolidation, repurchase or buy-back, or offer to purchase, or amendment of the rights of any Shares, or a series of one or more such actions;

(b)“Applicable Laws” means:

(i)any applicable law, statute, rule or regulation and any judgment, order, decree, licence, permit, directive or requirement of any Governmental Agency having jurisdiction over the Corporation and/or TR PLC; and

(ii)the rules, regulations, and guidelines of:

(A)any stock exchange or other trading market on which any shares or other securities or depositary receipts representing such shares or securities of either the Corporation or TR PLC are listed, traded or quoted; and

(B)any other body with which entities with securities listed or quoted on such exchanges customarily comply,

(but, if not having the force of law, only if compliance with such directives, requirements, rules, regulations or guidelines is in accordance with the general practice of persons to whom they are intended to apply), in each case for the time being in force and taking account all exemptions, waivers or variations from time to time applicable (in particular situations or generally) to the Corporation or TR PLC, as the case may be;

(c)“Articles” means the articles of incorporation of the Corporation, as they may be amended or supplemented from time to time;

(d)“Board of Directors” or “Board” means the board of directors of the Corporation (or a duly authorized committee of the board of directors of the Corporation) from time to time;

(e)“Class Rights Action” has the meaning attributed thereto in Section 6.11;

(f)“Common Shares” means common shares in the capital of the Corporation;

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(g)“Corporation” means Thomson Reuters Corporation, a corporation incorporated and existing in accordance with the laws of the Province of Ontario;

(h)“Cross-Guarantees” means, collectively, the TR Corporation Guarantee and the TR PLC Guarantee;

(i)“Directors” means those individuals appointed or elected to the Board of Directors from time to time and “Director” means any one of them;

(j)“Distribution” means, in relation to the Corporation or TR PLC, any dividend or other distribution, whether of income or capital, and in cash or any other form, made by such company or any of its Subsidiaries to the holders of Common Shares, in the case of the Corporation, or TR PLC Ordinary Shares, in the case of TR PLC;

(k)“DLC Structure” means the dual listed company structure effected pursuant to the Equalization and Governance Agreement and the transactions contemplated thereby, including the Special Voting Share Agreement, the Articles, these By-Laws, the TR PLC Memorandum and Articles and the Cross-Guarantees;

(l)“Entrenched DLC Articles” means Section 1.5, Section 1.7, subsection 2.1.2, subsection 2.2.2, subsection 2.2.3, Section 2.3, and Article 4 through Article 7 of the Articles and the definitions referred to therein;

(m)“Entrenched DLC By-Laws” means Article 6 and Article 10 of these By-Laws and the definitions referred to therein;

(n)“Equalization and Governance Agreement” means the Equalization and Governance Agreement, dated as of April   , 2008, between the Corporation and TR PLC, as it may be amended or modified from time to time in accordance with its terms;

(o)“Equalization Ratio” means, at any time, the ratio of (i) one to (ii) the TR PLC Equivalent Number at such time;

(p)“Equivalent Resolution” means, in relation to a resolution of the Corporation, a resolution of TR PLC that is certified by a duly authorized officer of TR PLC as equivalent in nature and effect to such resolution of the Corporation and, in relation to TR PLC, a resolution of the Corporation that is certified by a duly authorized officer of the Corporation as equivalent in nature and effect to such resolution of TR PLC;

(q)“Governmental Agency” means a court of competent jurisdiction, any government or any governmental, regulatory, self-regulatory or administrative authority, agency, commission, body or other governmental entity and shall include any relevant competition authorities, the UK Panel on Takeovers and Mergers, the European Commission, the London Stock Exchange, the

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UK Listing Authority, the Canadian securities regulatory authorities, the TSX, the U.S. Securities and Exchange Commission, the NYSE and NASDAQ;

(r)“holder”, with respect to any shares in the capital of the Corporation or TR PLC, means the registered holders of such shares;

(s)“Joint Electorate Action” has the meaning attributed thereto in Section 6.9;

(t)“Liquidation” means, with respect to either the Corporation or TR PLC, any liquidation, winding up, receivership, dissolution, insolvency or equivalent or analogous proceedings pursuant to which the assets of such company will be liquidated and distributed to creditors and other holders of provable claims against such company;

(u)“NASDAQ” means the National Association of Security Dealers, Inc. Automated Quotations System or any successor thereto;

(v)“NYSE” means the New York Stock Exchange, Inc. or any successor thereto;

(w)“OBCA” means the Business Corporations Act (Ontario), as it may be amended from time to time and any successor legislation thereto;

(x)“ordinary resolution”, with respect to TR PLC, has the meaning attributed thereto in the UK Companies Act;

(y)“Parallel Shareholder Meeting”, in relation to a meeting of shareholders of the Corporation, means any meeting of the shareholders of TR PLC which is:

(i)nearest in time to, or is contemporaneous with, such meeting of the shareholders of the Corporation and at which some or all of the same resolutions or some or all Equivalent Resolutions are to be considered; or

(ii)designated by the TR PLC Board as the parallel meeting of shareholders of TR PLC of such meeting of shareholders of the Corporation;

(z)“Procedural Resolution” has the meaning attributed thereto in Section 6.13;

(aa)“Reuters Founders Share” means the Reuters founders share in the capital of the Corporation;

(bb)“Reuters Founders Share Company” means Reuters Founders Share Company Limited, a corporation incorporated and existing in accordance with the laws of England and Wales;

(cc)“Reuters Trustees” means the members and directors from time to time of Reuters Founders Share Company;

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(dd)“Shares” means, in relation to the Corporation, the Common Shares and, in relation to TR PLC, the TR PLC Ordinary Shares;

(ee)“special resolution”, with respect to TR PLC, has the meaning attributed thereto in the UK Companies Act;

(ff)“Special Voting Share” means the special voting share in the Corporation;

(gg)“Special Voting Share Agreement” means the Special Voting Share Agreement, dated as of April   , 2008, by and among the Corporation, TR PLC, the TR Corporation Special Voting Share Trustee and the TR PLC Special Voting Share Trustee, as the same may be amended or modified from time to time in accordance with its terms;

(hh)“Subsidiary” has the meaning attributed thereto in the Articles;

(ii)“TR Board” means each of the Board of Directors and the TR PLC Board;

(jj)“TR Corporation Entrenched DLC Provisions” means the Entrenched DLC Articles and the Entrenched DLC By-Laws;

(kk)“TR Corporation Group” means, collectively, the Corporation and its Subsidiaries from time to time;

(ll)“TR Corporation Guarantee” means the deed of guarantee dated as of April   , 2008 between the Corporation and TR PLC whereby the Corporation agrees to guarantee certain obligations of TR PLC for the benefit of creditors of TR PLC, as it may be amended or modified from time to time in accordance with its terms;

(mm)“TR Corporation Special Voting Share Trust” means the trust created by the TR Corporation Special Voting Share Trust Deed;

(nn)“TR Corporation Special Voting Share Trust Deed” means the agreement dated as of April   , 2008 between Thomson Reuters Corporation, as settlor, and the TR Corporation Special Voting Share Trustee;

(oo)“TR Corporation Special Voting Share Trustee” means Computershare Trust Company of Canada, as trustee of TR Corporation Special Voting Share Trust, and includes any successor trustee of TR Corporation Special Voting Share Trust;

(pp)“TR Group” means, collectively, the TR Corporation Group and the TR PLC Group operating as a unified group pursuant to the DLC Structure;

(qq)“TR PLC” means Thomson Reuters PLC, a public limited company incorporated in England and Wales;

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(rr)“TR PLC ADS” means an American Depositary Share of TR PLC listed on NASDAQ, each of which represents six TR PLC Ordinary Shares;

(ss)“TR PLC Articles” means the articles of association of TR PLC, as they may be amended or supplemented from time to time;

(tt)“TR PLC Board” means the board of directors of TR PLC (or a duly authorized committee of the board of directors of TR PLC) from time to time;

(uu)“TR PLC Entrenched DLC Provisions”has the meaning attributed thereto in the TR PLC Articles;

(vv)“TR PLC Equivalent Number” means the number of TR PLC Ordinary Shares that enjoy equivalent rights to Distributions (calculated having regard to Section 3.2(A) of the Equalization and Governance Agreement) and voting rights in relation to Joint Electorate Actions as one Common Share. Initially, the TR PLC Equivalent Number shall be one but shall be adjusted as provided in Section 3 of the Equalization and Governance Agreement. In all cases, the TR PLC Equivalent Number shall be rounded to four decimal places;

(ww)“TR PLC Group” means, collectively, TR PLC and its Subsidiaries from time to time;

(xx)“TR PLC Guarantee” means the deed of guarantee dated as of April   , 2008 between TR PLC and the Corporation whereby TR PLC agrees to guarantee certain obligations of the Corporation for the benefit of creditors of the Corporation, as it may be amended or modified from time to time in accordance with its terms;

(yy)“TR PLC Memorandum” means the memorandum of association of TR PLC, as it may be amended or supplemented from time to time;

(zz)“TR PLC Memorandum and Articles” means the TR PLC Memorandum and the TR PLC Articles;

(aaa)“TR PLC Ordinary Shares” means ordinary shares in the capital of TR PLC (including the ordinary shares underlying each TR PLC ADS);

(bbb)“TR PLC Reuters Founders Share” means the Reuters founders share of £1.00 (one pound) in TR PLC;

(ccc)“TR PLC Special Voting Share Trust” means the trust created by the TR PLC Special Voting Share Trust Deed;

(ddd)“TR PLC Special Voting Share Trust Deed” means the agreement dated as of April   , 2008 between Thomson Reuters Corporation, as settlor, and the TR PLC Special Voting Share Trustee;

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(eee)“TR PLC Special Voting Share Trustee” means Computershare Trust Company of Canada, as trustee of TR PLC Special Voting Share Trust, and includes any successor trustee of TR PLC Special Voting Share Trust;

(fff)“TSX” means the Toronto Stock Exchange or any successor thereto;

(ggg)“UK Companies Act” means the UK Companies Act 2006, as it may be amended from time to time and any successor legislation thereto; and

(hhh)“UK Listing Authority” means the Financial Services Authority in its capacity as competent authority for the purposes of Part VI of the UK Financial Services and Markets Act 2000 or any successor thereto.

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EX-99.3

Exhibit 99.3

Draft Form

THOMSON REUTERS CORPORATION

— and —

THOMSON REUTERS PLC

EQUALIZATION AND GOVERNANCE AGREEMENT

April   , 2008

TABLE OF CONTENTS

		Page
1.	Definitions and Interpretation	1
	1.1    Definitions	1
	1.2    Interpretation	9
2.	DLC Operation	11
	2.1    DLC Operation Principles	11
	2.2    Indemnification of Directors	11
3.	DLC Equalization	11
	3.1    DLC Equalization Principle	11
	3.2    Qualifications	13
	3.3    No Matching Action Required	14
	3.4    Boards’ Decisions	15
4.	Cash Distributions	15
	4.1    Equivalent Distributions	15
	4.2    Equalization Payment	16
	4.3    Timing of Cash Distribution	16
5.	Joint Electorate Approvals	17
	5.1    Joint Electorate Actions	17
	5.2    Approvals of Joint Electorate Actions	18
6.	Separate Approvals of Class Rights Actions	18
	6.1    Class Rights Actions	18
	6.2    Approvals of Class Rights Actions	19
7.	Meetings and Voting	19
	7.1    Obligations to Convene Meetings	19
	7.2    Ballot	19
	7.3    Timing of Ballot	20
	7.4    Discretionary Matters	20
	7.5    Procedural Resolutions	20
	7.6    Voting Restrictions	21
8.	Take-Over Bids	21
	8.1    Equivalent Treatment Principle	21
	8.2    Qualifying Take-Over Bids	22
9.	Stock Exchanges	25
10.	Insolvency	25
	10.1    TR PLC Insolvency	25
	10.2    TR Corporation Insolvency	26
	10.3    Both Parties Insolvent	26

	10.4    Interpretation of Section 10	27
11.	Termination	27
12.	Personal Rights Only	28
	12.1    No Third Party Beneficiaries	28
	12.2    Personal Rights	28
13.	Issue of TR Corporation Equalization Share	28
14.	Issue of Special Voting Shares	28
15.	Relationship with Other Documents	29
16.	Miscellaneous	29
	16.1    Business Day	29
	16.2    Regulatory	29
	16.3    No Assignment	29
	16.4    No Waiver	29
	16.5    No Partnership	29
	16.6    Invalidity of Provisions	30
	16.7    Amendment	30
	16.8    Enurement	30
17.	Notices	30
18.	Counterparts	31
19.	Governing Law	31
20.	Submission to Jurisdiction	31
21.	Arbitration	31

ii

EQUALIZATION AND GOVERNANCE AGREEMENT

THIS AGREEMENT is made on April   , 2008 between:

(1)THOMSON REUTERS CORPORATION, an Ontario corporation having its registered office at Suite 2706, Toronto Dominion Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A1, Canada (“TR Corporation”); and

(2)THOMSON REUTERS PLC, a public limited company incorporated in England and Wales (Registered No. 6141013) having its registered office at First Floor, The Quadrangle, 180 Wardour Street, London, United Kingdom, W1A 4YG (“TR PLC”).

RECITALS:

(A)TR Corporation and Reuters are parties to the Implementation Agreement, pursuant to which TR Corporation has agreed to acquire Reuters by implementing the DLC Structure.

(B)Accordingly, TR Corporation and TR PLC have agreed that the implementation, management and operation of the TR Group shall be undertaken in accordance with the terms of this Agreement.

1.DEFINITIONS AND INTERPRETATION

1.1Definitions

In this Agreement, unless the context otherwise requires:

“Action” means, in relation to TR Corporation or TR PLC, any Distribution or action affecting the amount or nature of issued share capital of TR Corporation or TR PLC, including any offer by way of rights, bonus issue, sub-division or consolidation, repurchase or buy-back, or offer to purchase, or amendment of the rights of any Shares, or a series of one or more such actions;

“Affiliate” means, with respect to any Person, any Person that Controls such Person, is Controlled by such Person or is under common Control with such Person;

“Applicable Laws” means:

(a)any applicable law, statute, rule or regulation and any judgment, order, decree, licence, permit, directive or requirement of any Governmental Agency having jurisdiction over TR Corporation and/or TR PLC; and

(b)the rules, regulations, and guidelines of:

(i)any stock exchange or other trading market on which any shares or other securities or depositary receipts representing such shares or securities of either TR Corporation or TR PLC are listed, traded or quoted; and

(ii)any other body with which entities with securities listed or quoted on such exchanges customarily comply,

(but, if not having the force of law, only if compliance with such directives, requirements, rules, regulations or guidelines is in accordance with the general practice of Persons to whom they are intended to apply), in each case for the time being in force and taking account of all exemptions, waivers or variations from time to time applicable (in particular situations or generally) to TR Corporation or TR PLC, as the case may be;

“Associate”, where used to indicate a relationship with any Person, means:

(a)any issuer of which such Person beneficially owns or controls, directly or indirectly, voting securities carrying more than 10 per cent of the voting rights attached to all voting securities of the issuer for the time being outstanding;

(b)any partner of that Person;

(c)any trust or estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar capacity;

(d)any relative of that Person who resides in the same home as that Person;

(e)any Person who resides in the same home as that Person and to whom that Person is married or with whom that Person is living in a conjugal relationship outside marriage; or

(f)any relative of a Person mentioned in clause (e) above who has the same home as that Person;

“Beneficial Ownership”, with respect to any securities, means direct or indirect beneficial ownership of, or control or direction over, those securities; and the words “Beneficial Owner” and “Beneficially Own” and similar words have corresponding meanings;

“Board” means the TR Corporation Board or the TR PLC Board as the context may require, and “Boards” means, collectively, the TR Corporation Board and the TR PLC Board;

“Business Day” means a day (other than a Saturday or Sunday) on which banks are generally open for business in the City of Toronto, New York and London;

“Class Rights Action” means any of the actions listed in Section 6.1;

“Completion” means the time at which the steps set out in Section 6.2 of the Implementation Agreement have been completed;

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“Control” means:

(a)when applied to the relationship between a Person and a corporation, the beneficial ownership by such Person (in the case of TR Corporation or TR PLC, either alone or together with TR PLC and TR Corporation, respectively) at the relevant time of shares of such corporation carrying more than the greater of (i) 50 per cent of the voting rights ordinarily exercisable at meetings of shareholders of such corporation and (ii) the percentage of voting rights ordinarily exercisable at meetings of shareholders of such corporation that is sufficient to elect a majority of the directors of such corporation; and

(b)when applied to the relationship between a Person and a partnership, joint venture or other unincorporated entity, the beneficial ownership by such Person (in the case of TR Corporation or TR PLC, either alone or together with TR PLC and TR Corporation, respectively) at the relevant time of more than 50 per cent of the ownership interests of the partnership, joint venture or other unincorporated entity in circumstances where it can reasonably be expected that such Person directs or has the power to direct the affairs of the partnership, joint venture or other unincorporated entity;

and the words “Controlled by”, “Controlling” and “under common Control with” and similar words have corresponding meanings; provided that a Person who Controls a corporation, partnership, joint venture or other unincorporated entity (the “second-mentioned Person”) shall be deemed to Control a corporation, partnership, joint venture or other unincorporated entity which is Controlled by the second-mentioned Person and so on;

“Convertible Securities” means any securities (including rights, warrants and options) carrying any purchase, exercise, conversion or exchange rights, pursuant to which the holder of such securities may acquire voting securities or other securities convertible into or exercisable or exchangeable for voting securities (in each case, whether such right is exercisable immediately or after a specified period and whether or not on condition or the happening of any contingency);

“Cross-Guarantees” means, collectively, the TR Corporation Guarantee and the TR PLC Guarantee;

“Disputes” has the meaning given in Section 21(A);

“Distribution” means, in relation to TR Corporation or TR PLC, any dividend or other distribution, whether of income or capital, and in cash or any other form, made by such company or any of its Subsidiaries to the holders of such company’s Shares;

“DLC Equalization Principle” means the principles set out in Section 3, in particular Section 3.1;

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“DLC Structure” means the dual listed company structure effected pursuant to this Agreement and the transactions contemplated hereby, including the Special Voting Share Agreement, the TR Corporation Articles and By-Laws, the TR PLC Memorandum and Articles and the Cross-Guarantees;

“Economic Equivalence” has the meaning given in Section 10.4(B);

“Equalization Ratio” means, at any time, the ratio of (i) one to (ii) the TR PLC Equivalent Number at such time;

“equity equivalents” has the meaning given in Section 3.3(C);

“Equivalent Distribution” has the meaning given in Section 4.1(A);

“Final Award” has the meaning given in Section 21(F);

“Governmental Agency” means a court of competent jurisdiction, any government or any governmental, regulatory, self-regulatory or administrative authority, agency, commission, body or other governmental entity and shall include any relevant competition authorities, the UK Panel on Takeovers and Mergers, the European Commission, the London Stock Exchange, the UK Listing Authority, the Canadian securities regulatory authorities, the TSX, the U.S. Securities and Exchange Commission, the NYSE and NASDAQ;

“Group” means, in relation to TR Corporation, the TR Corporation Group or, in relation to TR PLC, the TR PLC Group, as the context requires;

“Implementation Agreement” means the Implementation Agreement entered into between TR Corporation, Reuters, The Woodbridge Company Limited and TR PLC dated May 15, 2007;

“Insolvency Notice” means, in relation to TR PLC, the notice that it shall provide to TR Corporation pursuant to Section 10.1(A) and, in relation to TR Corporation, the notice that it shall provide to TR PLC pursuant to Section 10.2;

“Insolvency Notice Date”means the date a party receives or is deemed to receive an Insolvency Notice from the other party;

“Interest”, save for the purposes of Section 7.6, has the meaning given in Section 8.2.1(E);

“Joint Electorate Action” has the meaning given in Section 5.1;

“Liquidation” means, with respect to either TR Corporation or TR PLC, any liquidation, winding up, receivership, dissolution, insolvency or equivalent or analogous proceedings pursuant to which the assets of such company will be liquidated and distributed to creditors and other holders of provable claims against such company;

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“London Stock Exchange” means the London Stock Exchange plc;

“Market Capitalization”, in relation to TR Corporation, means the total value of all issued TR Corporation Common Shares (determined by reference to the closing price of those shares on the relevant day on the stock exchange on which it has its highest daily average trading volume over the 30 trading days prior to such day);

“Matching Action” means, in relation to an Action of TR Corporation (the “Primary Action”), an Action by TR PLC the overall effect of which, as determined by the Boards, is such that when taken together with the Primary Action, the economic benefits and voting rights in relation to Joint Electorate Actions of a holder of a TR PLC Ordinary Share relative to the rights of aholder of a TR Corporation Common Share are maintained in proportion to the then prevailing Equalization Ratio;

“NASDAQ” means the National Association of Security Dealers, Inc. Automated Quotations System;

“NYSE” means the New York Stock Exchange, Inc.;

“OBCA” means the Business Corporations Act (Ontario);

“Ordinary Resolution”, with respect to TR Corporation, has the meaning given in the OBCA, and, with respect to TR PLC, has the meaning given in the UK Companies Act;

“Permitted Bid Acquisition” has the meaning given in Section 8.2.1(F);

“Person” includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator, or other legal representative;

“Procedural Resolutions” has the meaning given in Section 7.5;

“Proven Creditors”means all Persons that the liquidator or trustee in bankruptcy or similar person of TR PLC has established as ranking in priority to the holders of TR PLC Ordinary Shares and who would be entitled to a payment as a result of the liquidation, insolvency or bankruptcy of TR PLC;

“Qualifying Take-Over Bid” has the meaning given in Section 8.2.1(G);

“Reuters” means Reuters Group PLC, a public company incorporated in England and Wales (Registered No. 3296375) having its registered office at The Reuters Building, South Colonnade, Canary Wharf, London, E14 5EP, United Kingdom;

“Securities Intermediary” has the meaning attributed thereto in the Securities Transfer Act;

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“Securities Transfer Act”  means the Securities Transfer Act (Ontario);

“Shareholder Rights Plan” means a plan adopted by TR Corporation or TR PLC which provides for a distribution to all holders of its Shares and/or Shares of the other company of rights which entitle such holders (other than a Person in respect of whom TR Corporation and TR PLC are taking actions to procure a Qualifying Take-Over Bid pursuant to Section 8.1.3) to subscribe for or to purchase its Shares at a price which is substantially less than the market value thereof;

“Shares” means, in relation to TR Corporation, the TR Corporation Common Shares and,in relation to TR PLC, the TR PLC Ordinary Shares;

“Special Resolution”, with respect to TR Corporation, has the meaning given in the OBCA, and, with respect to TR PLC, has the meaning given in the UK Companies Act;

“Special Voting Share” means, in relation to TR Corporation, the TR Corporation Special Voting Share and, in relation to TR PLC, the TR PLC Special Voting Share;

“Special Voting Share Agreement” means the Special Voting Share Agreement, dated as of April   , 2008, by and among TR Corporation, TR PLC, the TR Corporation Special Voting Share Trustee and the TR PLC Special Voting Share Trustee relating, inter alia, to how each Special Voting Share is to be voted;

“Subsidiary”, with respect to any Person, means a Person Controlled by such Person;

“Take-Over Bid Thresholds” has the meaning given in Section 8.2.1(H);

“Tax” or “Taxes” means any taxes, levies, imposts, deductions, charges, withholdings or duties levied by any authority (including goods and services taxes, value added taxes and any other stamp and transaction duties) (together with any related interest, penalties, fines and expenses in connection with them);

“Tax Benefit” means any credit, rebate, exemption, deduction or benefit in respect of Tax available to any Person;

“Tribunal” has the meaning given in Section 21(C);

“Triggering Event” has the meaning given in Section 8.1.3;

“TR Corporation Articles” means the articles of incorporation of TR Corporation;

“TR Corporation Articles and By-Laws” means the TR Corporation Articles and the TR Corporation By-Laws;

“TR Corporation Board” means the board of directors of TR Corporation (or a duly authorized committee of the board of directors of TR Corporation) from time to time;

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“TR Corporation By-Laws” means the by-laws of TR Corporation;

“TR Corporation Common Shares” means the issued and outstanding common shares of TR Corporation from time to time, as the same may be subdivided or consolidated from time to time and any capital shares into which such common shares may be reclassified, converted or otherwise changed;

“TR Corporation Entrenched DLC Provisions” has the meaning given in the TR Corporation Articles;

“TR Corporation Equalization Share” means the equalization share in the capital of TR Corporation;

“TR Corporation Group” means, collectively, TR Corporation and its Subsidiaries from time to time, and a member of the TR Corporation Group means any one of them;

“TR Corporation Guarantee” means the deed of guarantee dated as of April   , 2008 between TR Corporation and TR PLC whereby TR Corporation agrees to guarantee certain obligations of TR PLC for the benefit of creditors of TR PLC;

“TR Corporation Special Voting Share” means the special voting share in TR Corporation;

“TR Corporation Special Voting Share Trust” means the trust created by the TR Corporation Special Voting Share Trust Deed;

“TR Corporation Special Voting Share Trustee” means Computershare Trust Company of Canada, as trustee of the TR Corporation Special Voting Share Trust, and includes any successor trustee of the TR Corporation Special Voting Share Trust;

“TR Corporation Special Voting Share Trust Deed” means the agreement dated as of April   , 2008 between TR Corporation, as settlor, and the TR Corporation Special Voting Share Trustee;

“TR Group” means, collectively, the TR Corporation Group and the TR PLC Group operating as a unified group pursuant to the DLC Structure;

“TR PLC ADS” means an American Depositary Share of TR PLC listed on NASDAQ, each of which represents six TR PLC Ordinary Shares;

“TR PLC Articles” means the articles of association of TR PLC;

“TR PLC Board” means the board of directors of TR PLC (or a duly authorized committee of the board of directors of TR PLC) from time to time;

“TR PLC Entrenched DLC Provisions” has the meaning given in the TR PLC Articles;

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“TR PLC Equivalent Number” means the number of TR PLC Ordinary Shares that enjoy equivalent rights to Distributions (calculated having regard to Section 3.2(A)) and voting rights in relation to Joint Electorate Actions as one TR Corporation Common Share.  Initially, the TR PLC Equivalent Number shall be one but shall be adjusted as provided in Section 3.  In all cases, the TR PLC Equivalent Number shall be rounded to four decimal places;

“TR PLC Group” means, collectively, TR PLC and its Subsidiaries from time to time, and a member of the TR PLC Group means any one of them;

“TR PLC Guarantee” means the deed of guarantee dated as of April   , 2008 between TR PLC and TR Corporation whereby TR PLC agrees to guarantee certain obligations of TR Corporation for the benefit of creditors of TR Corporation;

“TR PLC Memorandum” means the memorandum of association of TR PLC;

“TR PLC Memorandum and Articles” means the TR PLC Memorandum and the TR PLC Articles;

“TR PLC Ordinary Shares” means the issued and outstanding ordinary shares in TR PLC from time to time (including the TR PLC Ordinary Shares underlying each TR PLC ADS), as the same may be subdivided or consolidated from time to time and any capital shares into which such ordinary shares may be reclassified, converted or otherwise changed;

“TR PLC Special Voting Share” means the special voting share of £500,000 (five hundred thousand pounds) in TR PLC;

“TR PLC Special Voting Share Trust” means the trust created by the TR PLC Special Voting Share Trust Deed;

“TR PLC Special Voting Share Trustee” means Computershare Trust Company of Canada, as trustee of the TR PLC Special Voting Share Trust, and includes any successor trustee of the TR PLC Special Voting Share Trust;

“TR PLC Special Voting Share Trust Deed” means the agreement dated as of April   , 2008 between TR Corporation, as settlor, and the TR PLC Special Voting Share Trustee;

“TR Shareholders” means, collectively, the holders of TR Corporation Common Shares and the holders of TR PLC Ordinary Shares;

“TSX” means the Toronto Stock Exchange;

“UK City Code” means the UK City Code on Takeovers and Mergers;

“UK Companies Act” means the UK Companies Act 2006;

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“UK Listing Authority” means the Financial Services Authority in its capacity as competent authority for the purposes of Part VI of the UK Financial Services and Markets Act 2000;

“Unadjusted Action” has the meaning given in Section 3.2(B);

“Voting Shares” means:

(a)in relation to TR Corporation, TR Corporation Common Shares and, at any particular time, any other securities of TR Corporation (excluding debt securities, the TR Corporation Special Voting Share and the Reuters founders share in the capital of TR Corporation) carrying at that time a voting right ordinarily exercisable at meetings of shareholders either under all circumstances or under some circumstances that have occurred and are continuing; and

(b)in relation to TR PLC, TR PLC Ordinary Shares and, at any particular time, any other securities of TR PLC (excluding debt securities, the TR PLC Special Voting Share and the Reuters founders share in the capital of TR PLC) carrying at that time a voting right ordinarily exercisable at meetings of shareholders either under all circumstances or under some circumstances that have occurred and are continuing; and

“Wholly-Owned Subsidiary”, with respect to any Person, means any Subsidiary of which that Person at the time of determination, directly and/or indirectly, through one or more other Subsidiaries, Beneficially Owns and/or is Interested in 100% of the Voting Shares of such Subsidiary.

1.2Interpretation

Headings are for convenience only and do not affect interpretation. The following rules of interpretation apply unless the context requires otherwise.

(A)The singular includes the plural and conversely.

(B)One gender includes all genders.

(C)Where a word or phrase is defined, its other grammatical forms have a corresponding meaning.

(D)A reference to a Section is to a Section of this Agreement, unless otherwise indicated.

(E)A reference to any agreement or document is to that agreement or document as amended, restated, supplemented, varied or replaced from time to time, except to the extent expressly provided otherwise by this Agreement.

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(F)A reference to any legislation (including any listing rules of a stock exchange or voluntary codes) or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all rules and regulations and statutory instruments issued under it.

(G)“Written”, “writing” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a  visible form.

(H)Mentioning anything after “include”, “includes”, or “including” does not limit what else might be included. Where particular words are followed by general words, the general words are not limited by the particular.

(I)A reference to a body, other than a party to this Agreement (including any Governmental Agency), whether statutory or not:

(i)which ceases to exist; or

(ii)whose powers or functions are transferred to another body,

is a reference to the body which replaces it or which substantially succeeds to its powers or functions.

(J)All references to “time” are to the local time in the place where the relevant obligation is to be performed or right exercised.

(K)References to “US$” are to United States dollars and to “£” and “pound” are to British pounds sterling.

(L)References to an offer or distribution by way of rights by TR Corporation or TR PLC are to any type of offer or distribution (whether renounceable or non-renounceable) made by such company to the holders of its Shares and/or Shares of the other company in proportion as nearly as may be to their respective holdings of such Shares at the relevant time subject to such exclusions or other arrangements as the relevant Board may deem necessary or expedient in relation to fractional entitlements or legal or practical difficulties with making the offer or distribution under any Applicable Laws of or in any jurisdiction.

(M)References to “party” or “parties” in this Agreement includes the party’s or parties’ successors and permitted assigns.

(N)Any determinations or decisions made by the Boards pursuant to this Agreement shall be final and binding.

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2.DLC OPERATION

2.1DLC Operation Principles

TR Corporation and TR PLC agree that the following principles are essential to the implementation, management and operation of the DLC Structure:

(A)the TR Corporation Group and the TR PLC Group shall operate as a unified group;

(B)the Boards shall comprise exactly the same individuals and the executive management of TR Corporation and TR PLC shall comprise exactly the same individuals; and

(C)the directors of TR Corporation and TR PLC shall, in addition to their duties to the company concerned, have regard to, and take into account in the exercise of their powers, the best interests of the other company and of both the holders of TR Corporation Common Shares and the holders of TR PLC Ordinary Shares.

Each of TR Corporation and TR PLC shall therefore do (and shall, to the extent it is legally permitted to do so, cause each member of its Group to do) all acts and things necessary and within their respective powers to observe and implement such principles.

2.2Indemnification of Directors

Each of TR Corporation and TR PLC shall take all actions necessary or desirable to ensure that the directors of each company shall be indemnified by such company and the other company for any acts or omissions by such directors in their capacity as a director of such company to the extent permitted by Applicable Laws.

3.DLC EQUALIZATION

3.1DLC Equalization Principle

3.1.1Subject to Section 3.2, the following shall be observed in relation to the rights of the TR PLC Ordinary Shares and the TR Corporation Common Shares:

(A)the Equalization Ratio shall govern the economic rights of one TR PLC Ordinary Share relative to one TR Corporation Common Share and the relative voting rights of one TR PLC Ordinary Share and one TR Corporation Common Share on Joint Electorate Actions so that, where the Equalization Ratio is 1:1, a holder of one TR PLC Ordinary Share shall, as far as practicable and in accordance with the terms of this Agreement:

(i)be entitled to receive Distributions equivalent to those of a holder of one TR Corporation Common Share; and

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(ii)enjoy equivalent rights as to voting in relation to Joint Electorate Actions as those of a holder of one TR Corporation Common Share,

and otherwise the economic rights, and voting rights in relation to Joint Electorate Actions, of a holder of one TR PLC Ordinary Share relative to a holder of one TR Corporation Common Share shall be in proportion to the then prevailing Equalization Ratio;

(B)if an Action proposed by TR Corporation is the payment of a cash Distribution, TR PLC shall take a Matching Action in accordance with Section 4 and, for greater certainty, no other Action; and

(C)in respect of any Action by TR Corporation that would provide a holder of a TR Corporation Common Share with an economic benefit, or an adjustment to its voting rights in relation to Joint Electorate Actions, or which would otherwise disadvantage a holder of a TR PLC Ordinary Share relative to a holder of a TR Corporation Common Share, and such Action is not a cash Distribution, then:

(i)unless the Boards determine in accordance with this Agreement that it is not appropriate or practicable, TR PLC shall undertake a Matching Action; or

(ii)if no Matching Action is to be undertaken by TR PLC, an appropriate adjustment to the Equalization Ratio shall be made,

in order to ensure that there is equitable treatment (having regard to the then prevailing Equalization Ratio) for a holder of one TR PLC Ordinary Share relative to a holder of one TR Corporation Common Share.  However, if, the Boards determine that it is not appropriate or practicable for TR PLC to undertake a Matching Action and that an adjustment to the Equalization Ratio would not be appropriate or practicable in relation to an Action, then such Action may be undertaken by TR Corporation only if it has been approved as a Class Rights Action in accordance with Section 6.2.

3.1.2Other than Matching Actions in accordance with Section 3.1.1(C) and Section 4.1(A), TR PLC shall not make any Distribution or take any other Action which would provide a holder of a TR PLC Ordinary Share with an economic benefit, or an adjustment to its voting rights in relation to Joint Electorate Actions, or which would otherwise disadvantage a holder of a TR Corporation Common Share relative to a holder of a TR PLC Ordinary Share.

3.1.3Subject to Section 3.1.1 and Section 3.1.2, the capital of the TR Group shall be deployed and managed in a way which the Boards consider most beneficial to the TR Group and, accordingly, assets may be transferred from any entity within the TR Group to any other entity within the TR Group without the approval of shareholders or creditors, regardless of the form of the transaction or the nature or value of assets transferred (including without limitation regardless of whether the

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transfer is a sale, lease or exchange of all or substantially all of the property of the transferor), and any such transfer is deemed to be in the ordinary course of business of each entity having an interest in the transfer. Any proposed sale, lease or exchange of all or substantially all of the property of the TR Group other than in the ordinary course of business of the TR Group must be approved as a Joint Electorate Action in accordance with Section 5.2 (including approval by a Special Resolution of TR Corporation).

3.2Qualifications

For the purposes of the DLC Equalization Principle, save where expressly otherwise provided:

(A)Distributions to the holders of TR Corporation Common Shares or TR PLC Ordinary Shares shall be calculated, and the economic rights of holders of TR Corporation Common Shares and TR PLC Ordinary Shares shall be determined, disregarding any Tax payable by or on behalf of, or any Tax Benefit arising to, such holders;

(B)where in respect of an Action:

(i)such Action by TR Corporation has not been approved as a Class Rights Action;

(ii)in the absence of such approval, such Action would require a Matching Action or adjustment to the Equalization Ratio by virtue of Section 3.1.1; and

(iii)the Boards consider that the effect of such Action upon the holder of a TR PLC Ordinary Share relative to its effect upon a holder of a TR Corporation Common Share is not material (as defined below),

then, subject to the next sentence, there shall be no requirement for a Matching Action, an adjustment to the Equalization Ratio or approval as a Class Rights Action in respect of such Action (an “Unadjusted Action”).  However, in considering the application of the DLC Equalization Principle to any Action the Boards shall take into account the effect of all prior Unadjusted Actions in deciding whether a Matching Action, an adjustment to the Equalization Ratio or approval as a Class Rights Action is appropriate and if any adjustment is made it shall take into account all such prior Unadjusted Actions.  For the purposes of this Section, an Action is “not material” if both:

(x)the Boards determine that the costs to TR PLC of taking a Matching Action or seeking approval as a Class Rights Action would be disproportionate to the effect of such Action upon the holders of TR PLC Ordinary Shares for whose benefit a Matching Action would otherwise be

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required in the absence of an adjustment to the Equalization Ratio or approval as a Class Rights Action; and

(y)the adjustment that would be required to be made to the Equalization Ratio would result in an adjustment to the Equalization Ratio of less than 0.1 per cent;

(C)the Boards shall have no obligation to take into account any fluctuations in exchange rates or in the market value of any securities or any other changes in circumstances arising after the time at which the Boards make a determination as to the form and value of any Matching Action or the calculation of any adjustment to the Equalization Ratio; and

(D)there shall be no need for the Boards to make any adjustments to the Equalization Ratio or to do or omit to do any other thing as a result of the Distribution, voting or other rights of any shareholders being suspended or curtailed pursuant to any provision of either the TR Corporation Articles and By-Laws or the TR PLC Memorandum and Articles, as the case may be.

3.3No Matching Action Required

Notwithstanding any other provision of this Section 3, no Matching Action or adjustment to the Equalization Ratio shall be required in respect of the following Actions, if taken by TR Corporation, and none of the following Actions, if taken by TR PLC, shall be prohibited under Section 3.1.2:

(A)any Action by TR Corporation which would not provide a holder of a TR Corporation Common Share with an economic benefit or an adjustment to its voting rights in relation to Joint Electorate Actions, or which would not otherwise disadvantage a holder of a TR PLC Ordinary Share relative to a holder of a TR Corporation Common Share;

(B)any Action by TR PLC which would not provide a holder of a TR PLC Ordinary Share with an economic benefit or an adjustment to its voting rights in relation to Joint Electorate Actions, or which would not otherwise disadvantage a holder of a TR Corporation Common Share relative to a holder of a TR PLC Ordinary Share;

(C)grants or issuances of equity securities, or securities convertible into, or exchangeable or exercisable for, equity securities (“equity equivalents”), under scrip dividend or dividend reinvestment plans or schemes where the market value of the equity securities or equity equivalents granted or issued (determined in the manner customary for such plans or schemes in the jurisdictions in which they operate) is equal to, or less than, the cash amount of the dividend waived or reinvested;

(D)grants or issuances of equity securities or equity equivalents pursuant to stock option, stock purchase or other security-based compensation or benefit plans or

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schemes to or on behalf of any one or more of the directors, officers, employees, consultants or other third party service providers (in their capacity as such) of such company or any of its Subsidiaries, which plans or schemes are either:

(i)in existence prior to the date of this Agreement; or

(ii)approved by the relevant Board and as otherwise required by Applicable Laws;

(E)other grants or issuances of equity securities or equity equivalents to any Person (other than an offer or distribution by way of rights), including for acquisitions;

(F)purchases, repurchases, buy-backs or redemptions of Shares (including a share cancellation in connection with a reduction of capital and purchases by one company of Shares of the other company) as follows:

(i)purchases, repurchases and buy-backs in the normal course in the open market in compliance with Applicable Laws;

(ii)(other than under the preceding subsection (i)) purchases, repurchases and buy-backs at or below the market value of such Shares (1) in the case of transactions made at a fixed price, on the date on which such purchase, repurchase or buy-back is announced or the trading day immediately prior thereto; or (2) otherwise, on the date on which such purchase, repurchase or buy-back is made or the trading day immediately prior thereto; and

(iii)purchases, repurchases and buy-backs pursuant to a pro rata offer to the TR Shareholders at the same amount of premium to the market value of the relevant Shares (as adjusted by the Equalization Ratio);

(G)the issue of the TR Corporation Equalization Share by TR Corporation in accordance with Section 13 and the issue of any other equalization shares by any Subsidiaries of TR Corporation to TR PLC or any of its Subsidiaries; and

(H)any transaction that is subject to Section 11.1.3.

3.4Boards’ Decisions

The Boards shall co-operate in deciding what (if any) Actions or Matching Actions to undertake.

4.CASH DISTRIBUTIONS

4.1Equivalent Distributions

(A)Subject to Sections 4.1(B), (C) and (D), 4.2 and 4.3, and notwithstanding Section 3.2(B), if TR Corporation declares or otherwise becomes obligated or proposes to

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pay or pays a cash Distribution to holders of TR Corporation Common Shares, then TR PLC shall declare or otherwise become obligated or propose to pay or pay a cash Distribution to holders of TR PLC Ordinary Shares that is a Matching Action (an “Equivalent Distribution”). For the avoidance of doubt, where the Equalization Ratio is 1:1, if TR Corporation declares a cash dividend in an amount per TR Corporation Common Share, TR PLC shall, in accordance with this Agreement, declare a cash dividend in an equivalent amount per TR PLC Ordinary Share.

(B)TR PLC shall not declare or otherwise become obligated or propose to pay or pay any cash Distribution in respect of TR PLC Ordinary Shares, other than an Equivalent Distribution in accordance with Section 4.1(A).

(C)Sections 3.1.1 and 3.1.2 shall not restrict either TR Corporation’s or TR PLC’s ability to offer to holders of its Shares the ability to receive further TR Corporation Common Shares or TR PLC Ordinary Shares, as the case may be, at market value in lieu of receiving the whole or any part of a cash Distribution.

(D)TR PLC shall not declare or otherwise become obligated or propose to pay or pay an Equivalent Distribution in respect of the cash Distribution in the amount of US$0.31747 per TR Corporation Common Share declared by TR Corporation and payable on May 1, 2008 to holders of TR Corporation Common Shares of record on April 16, 2008.

4.2Equalization Payment

If TR PLC is prohibited by Applicable Laws from declaring or otherwise becoming obligated or proposing to pay, or paying, or is otherwise unable to declare or otherwise become obligated or propose to pay or pay, all or any portion of an Equivalent Distribution, TR PLC and TR Corporation shall, so far as it is practicable to do so, enter into such transactions with each other as the Boards agree to be necessary or desirable so as to enable TR PLC to pay such Equivalent Distribution to holders of TR PLC Ordinary Shares in accordance with the other provisions of this Section 4.  For the avoidance of doubt, nothing in this Section 4.2 shall be construed as giving rise at any time (including upon a termination of this Agreement in accordance with Section 11 or upon the Liquidation of either TR Corporation or TR PLC) to an obligation on the part of TR PLC to make any payments, in cash or other form, to TR Corporation.

4.3Timing of Cash Distribution

The parties agree that, insofar as is practicable:

(A)the Boards shall agree the amount of the Equivalent Distribution to be made by TR PLC;

(B)cash Distributions to the holders of TR Corporation Common Shares or TR PLC Ordinary Shares shall be payable in the currency or currencies selected by the

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Boards and for purposes of determining an Equivalent Distribution, the amounts of such cash Distributions shall be calculated on the basis of exchange rates selected by the Boards;

(C)the TR PLC Board shall declare or otherwise become obligated or propose to pay the Equivalent Distribution at its Board meeting convened as close in time as practicable to the meeting of the TR Corporation Board at which the cash Distribution relating to such Equivalent Distribution is declared, becomes an obligation or is proposed to be paid;

(D)the TR PLC Board shall announce and pay the Equivalent Distribution as close in time as is practicable to the applicable TR Corporation cash Distribution;

(E)the Boards shall ensure that the record dates for receipt of a TR Corporation cash Distribution and TR PLC’s Equivalent Distribution are as close in time as is practicable; and

(F)the Boards shall generally co-ordinate the timing of all other aspects of the payment or making of a TR Corporation cash Distribution and TR PLC’s Equivalent Distribution.

5.JOINT ELECTORATE APPROVALS

5.1Joint Electorate Actions

5.1.1All actions put to shareholders of either TR Corporation or TR PLC, except for Class Rights Actions or Procedural Resolutions, shall be Joint Electorate Actions.

5.1.2For the avoidance of doubt, the following actions, if put to the holders of TR Corporation Common Shares or the holders of TR PLC Ordinary Shares, shall be put to the TR Shareholders as Joint Electorate Actions:

(A)the appointment, election, re-election or removal of any director of TR Corporation or TR PLC;

(B)to the extent such receipt or adoption is required by Applicable Laws, the receipt or adoption of the financial statements or accounts of TR Corporation or TR PLC, or financial statements or accounts prepared on a combined basis, other than any financial statements or accounts in respect of the period(s) ended prior to the date of Completion;

(C)a change of name of TR Corporation or TR PLC; and

(D)the appointment or removal of the auditors of TR Corporation or TR PLC.

5.1.3If a particular matter constitutes both a Joint Electorate Action and a Class Rights Action, it shall be treated as a Class Rights Action.

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5.2Approvals of Joint Electorate Actions

A Joint Electorate Action shall require approval by both:

(A)an Ordinary Resolution of TR Corporation (or, if the TR Corporation Articles and By-Laws, this Agreement or Applicable Laws require the action to be approved by a Special Resolution of the holders of the TR Corporation Common Shares, by a Special Resolution); and

(B)an Ordinary Resolution of TR PLC (or, if the TR PLC Memorandum and Articles or Applicable Laws require the action to be approved by a Special Resolution of the holders of the TR PLC Ordinary Shares, by a Special Resolution).

6.SEPARATE APPROVALS OF CLASS RIGHTS ACTIONS

6.1Class Rights Actions

Notwithstanding anything to the contrary contained in this Agreement, if either TR Corporation or TR PLC proposes to take any of the following actions:

(A)the voluntary Liquidation of such company;

(B)any adjustment to the Equalization Ratio other than an adjustment made pursuant to Section 3.1.1(C);

(C)any amendment to, or termination of (including, for the avoidance of doubt, the voluntary termination of), this Agreement, the Special Voting Share Agreement or the Cross-Guarantees, other than any amendment which is formal or technical in nature and which is not materially prejudicial to the interests of shareholders of TR Corporation or TR PLC or is necessary to correct any inconsistency or manifest error as may be agreed between the Boards;

(D)any amendment to, removal or alteration of the effect of (which shall include the ratification of any breach of) any of the TR Corporation Entrenched DLC Provisions or the TR PLC Entrenched DLC Provisions;

(E)a change in the corporate status of TR Corporation from a corporation existing under the OBCA with its primary listing on the TSX or the NYSE or of TR PLC from a public limited company incorporated in England and Wales with its primary listing on the Official List of the UK Listing Authority (unless such change occurs in connection with a termination of this Agreement in accordance with Section 11.1.1 or Section 11.1.2(B));

(F)any other action or matter the Boards determine (either in a particular case or generally) should be approved as a Class Rights Action because the interests of holders of TR Corporation Common Shares and holders of TR PLC Ordinary Shares may diverge; and

(G)any Action to be approved as a Class Rights Action pursuant to Section 3.1.1(C),

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each of them agrees with the other that it shall only take such action after such action has been approved by the Boards and as a Class Rights Action in accordance with this Section 6.

6.2Approvals of Class Rights Actions

A Class Rights Action shall require approval of each company:

(A)in the case of TR Corporation, by an Ordinary Resolution of TR Corporation (or, if the TR Corporation Articles and By-Laws or Applicable Laws require the action to be approved by a Special Resolution of the holders of the TR Corporation Common Shares, by a Special Resolution); and

(B)in the case of TR PLC, by an Ordinary Resolution of TR PLC (or, if the TR PLC Memorandum and Articles or Applicable Laws require the action to be approved by a Special Resolution of the holders of the TR PLC Ordinary Shares, by a Special Resolution).

7.MEETINGS AND VOTING

7.1Obligations to Convene Meetings

In relation to both Joint Electorate Actions and Class Rights Actions:

(A)the Boards of each of TR Corporation and TR PLC shall, as soon as practicable (except in the case of matters considered by shareholders at an annual meeting of TR Corporation or an annual general meeting of TR PLC), convene a meeting of its shareholders for the purpose of considering a resolution to approve the Joint Electorate Action or Class Rights Action;

(B)each party shall use its best efforts to ensure such meetings are held on dates as close together as is practicable; and

(C)the parties shall co-operate fully with each other in preparing resolutions, information circulars or statements, explanatory memoranda or any other information or material required in connection with the proposed Joint Electorate Action or Class Rights Action.

7.2Ballot

Subject to Section 7.5, each of TR Corporation and TR PLC agrees with the other that any resolution proposed at a meeting of its shareholders in relation to which the TR Corporation Special Voting Share Trustee or the TR PLC Special Voting Share Trustee, as the case may be, is or may be entitled to vote shall be decided on by a ballot (i.e., by tabulation of individual votes) and not, for the avoidance of doubt, on a show of hands.

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7.3Timing of Ballot

7.3.1TR Corporation agrees with TR PLC that any ballot in which the TR Corporation Special Voting Share Trustee is or may be entitled to vote shall  be kept open for such time as to allow the corresponding general meeting of TR PLC to be held and for the voting rights attaching to the TR Corporation Special Voting Share to be determined and exercised on such ballot, although such ballot may be closed earlier in respect of shares of other classes.

7.3.2TR PLC agrees with TR Corporation that any ballot in which the TR PLC Special Voting Share Trustee is or may be entitled to vote shall be kept open for such time as to allow the corresponding meeting of TR Corporation to be held and for the voting rights attaching to the TR PLC Special Voting Share to be determined and exercised on such ballot, although such ballot may be closed earlier in respect of shares of other classes.

7.4Discretionary Matters

The Boards may by agreement and subject to Applicable Laws:

(A)decide to seek the approval by Ordinary Resolution of the shareholders (or any class of shareholders) of either or both of TR Corporation and TR PLC for any matter that would not otherwise require such approval; or

(B)specify a higher vote threshold than the Ordinary Resolution that would otherwise be required pursuant to this Section 7.

7.5Procedural Resolutions

Notwithstanding anything to the contrary contained in this Agreement, resolutions of a procedural or technical nature put to shareholders at any meeting of TR Corporation or TR PLC, whether annual, general or otherwise (“Procedural Resolutions”) shall not constitute Joint Electorate Actions or Class Rights Actions and shall be voted on separately by the relevant company’s shareholders, and neither Special Voting Share shall have any voting rights on those resolutions. Procedural Resolutions include, without limitation, any resolution:

(A)that certain Persons be allowed to attend or be excluded from attending the meeting;

(B)that discussion be closed and the question put to the vote (provided no amendments have been raised);

(C)that the question under discussion not be put to the vote;

(D)to proceed with matters in an order other than that set out in the notice of the meeting;

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(E)to adjourn the debate (for example, to a subsequent meeting); and

(F)to adjourn the meeting.

7.6Voting Restrictions

Each of TR Corporation and TR PLC agrees that it shall procure that no voting rights for the time being attaching to any Shares in the other Beneficially Owned by it, or any member of its Group or in respect of which it, or any member of its Group, is Interested (as defined in paragraph 2.4.1(cc) of the TR PLC Articles), are exercised on any resolution put to any shareholders meeting of the other.

8.TAKE-OVER BIDS

8.1Equivalent Treatment Principle

8.1.1TR Corporation and TR PLC agree that it is essential to the implementation and operation of the DLC Structure that holders of TR Corporation Common Shares, on the one hand, and holders of TR PLC Ordinary Shares, on the other hand, be treated on an equivalent basis with respect to any take-over bid or similar transaction with respect to TR PLC Ordinary Shares or TR Corporation Common Shares.

8.1.2Neither TR Corporation nor TR PLC shall accept, approve or recommend, or propose publicly to approve or recommend, or enter into any agreement, arrangement or understanding with a third party related to, any take-over bid or similar transaction with respect to TR Corporation Common Shares or TR PLC Ordinary Shares unless such take-over bid or similar transaction constitutes a Qualifying Take-Over Bid.

8.1.3If at any time a Person offers to acquire or acquires one or more TR Corporation Common Shares and/or TR PLC Ordinary Shares and, after giving effect to such acquisition, such Person would Beneficially Own or Beneficially Owns or, as applicable, such Person would be Interested in or is Interested in, TR Corporation Common Shares and/or TR PLC Ordinary Shares in an amount equal to or in excess of any of the Take-Over Bid Thresholds (such offer or acquisition being a “Triggering Event”), TR Corporation and TR PLC shall, subject to Applicable Laws, take all actions within their control as are, in the view of the Boards, necessary or appropriate to procure that such Person make a Qualifying Take-Over Bid, including adopting a Shareholder Rights Plan and/or requesting that Governmental Agencies prohibit or otherwise prevent such offer or acquisition, unless:

(A)either prior to or simultaneously with the Triggering Event, such Person makes a Qualifying Take-Over Bid (and, in the event that such Qualifying Take-Over Bid was made prior to the Triggering Event, such Qualifying

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Take-Over Bid has not been withdrawn, abandoned or terminated prior to or simultaneously with the Triggering Event); or

(B)the Triggering Event was a Permitted Bid Acquisition.

8.1.4This Section 8 does not apply to offers to acquire or acquisitions of TR Corporation Common Shares or TR PLC Ordinary Shares, by either TR Corporation or TR PLC or any of their respective Subsidiaries.

8.1.5For avoidance of doubt, the provisions of this Section 8 shall not be interpreted to diminish, limit, restrict or otherwise affect in any way the right of the Boards to make a recommendation to accept or reject any take-over bid or similar transaction that constitutes a Qualifying Take-Over Bid.

8.2Qualifying Take-Over Bids

8.2.1In this Section 8:

(A)It is a question of fact as to whether a Person is acting jointly or in concert with another Person (the “first-mentioned Person”) and, without limiting the generality of the foregoing, the following shall be presumed to be acting jointly or in concert with the first-mentioned Person:

(i)every other Person who has any agreement, commitment or understanding, whether formal or informal, with the first-mentioned Person, or with any other Person acting jointly or in concert with the first-mentioned Person, to acquire or offer to acquire voting securities or securities convertible into or exchangeable for voting securities;

(ii)every other Person who, as a result of any agreement, commitment or understanding, whether formal or informal, with the first-mentioned Person, or with any other Person acting jointly or in concert with the first-mentioned Person, intends to exercise jointly or in concert with the first-mentioned Person or with any other Person acting jointly or in concert with the first-mentioned Person any voting rights attaching to any such securities; and

(iii)every Associate or Affiliate of the first-mentioned Person.

(B)Notwithstanding Section 8.2.1(A), a registered dealer acting solely in an agency capacity for the first-mentioned Person in connection with the acquisition of voting securities or securities convertible into or exchangeable for voting securities and not executing principal transactions for its own account in such securities or performing services beyond customary dealer’s functions shall not be presumed solely by reason of such agency relationship to be acting jointly or in concert with the first-mentioned Person.

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(C)A Person shall be deemed the “Beneficial Owner” of, and to have “Beneficial Ownership” of, and to “Beneficially Own”:

(i)any securities of which such Person or any of such Person’s Affiliates or Associates is the owner at law or in equity;

(ii)any securities of which such Person or any of such Person’s Affiliates or Associates has the right to become the owner at law or in equity, where such right is exercisable immediately or within 60 days of the date of the determination of Beneficial Ownership and whether or not on condition or the occurrence of any contingency or the making of any payment, upon the exercise of any conversion, exchange or purchase right attaching to Convertible Securities, or pursuant to any agreement, arrangement, pledge or understanding, written or oral (other than pursuant to pledges of securities in the ordinary course of business); and

(iii)any securities which are Beneficially Owned within the meaning of clauses (i) or (ii) by any other Person with whom such Person is acting jointly or in concert;

(D)Notwithstanding Section 8.2.1(C), a Person will not be deemed the “Beneficial Owner” of, or to have “Beneficial Ownership” of, or to “Beneficially Own”, any securities because:

(i)such Person is the registered holder of securities as a result of carrying on the business of or acting as a nominee of a securities depositary;

(ii)such Person is an underwriter or member of a banking group or selling group acting in such capacity that has become the Beneficial Owner of such securities pursuant to a prospectus or by way of private placement provided such Person does not Beneficially Own such securities for a period in excess of one year;

(iii)such Person holds such securities in its capacity as trustee of a trust under which such Person has no independent powers, discretions or responsibilities and must act on the instructions of the beneficiaries; or

(iv)such Person is acting as a Securities Intermediary in relation to such securities and does not exercise independent control or direction over such securities.

(E)“Interest” means, in relation to TR PLC Ordinary Shares, an interest in TR PLC Ordinary Shares within the meaning of the UK City Code and the words “Interested in” and similar words have corresponding meanings;

(F)“Permitted Bid Acquisition” means an offer to acquire or an acquisition of outstanding TR Corporation Common

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Shares and/or TR PLC Ordinary Shares made pursuant to an exemption from the take-over bid provisions of Applicable Laws, where the value of the consideration paid for any such TR Corporation Common Shares and/or TR PLC Ordinary Shares acquired is not in excess of the respective market values thereof at the date of acquisition;

(G)“Qualifying Take-Over Bid” means an offer or offers to acquire (by way of a take-over bid or similar transaction) all of the outstanding TR Corporation Common Shares and TR PLC Ordinary Shares (i) which are made in compliance with Applicable Laws, and (ii) which (provided that compliance with the following is not inconsistent with Applicable Laws):

(i)are made to all holders of TR Corporation Common Shares and TR PLC Ordinary Shares;

(ii)are undertaken with respect to the TR Corporation Common Shares and TR PLC Ordinary Shares at or about the same time; and

(iii)are equivalent (although not necessarily the same) in all material respects to the holders of TR Corporation Common Shares, on the one hand, and the holders of TR PLC Ordinary Shares, on the other hand, including with respect to:

(1)the consideration offered for such shares (taking into account exchange rates and the Equalization Ratio);

(2)the information provided to such holders;

(3)the time available to such holders to consider such offer; and

(4)the conditions to which the offers are subject.

(H)“Take-Over Bid Thresholds” means, at any time:

(i)Beneficial Ownership of 20 per cent or more of the outstanding TR Corporation Common Shares;

(ii)an Interest in 30 per cent or more of the outstanding TR PLC Ordinary Shares (taking into account TR PLC Ordinary Shares in which Persons acting in concert (within the meaning of the UK City Code) are Interested); or

(iii)an Interest in such number of outstanding TR Corporation Common Shares and/or TR PLC Ordinary Shares (taking into account TR Corporation Common Shares and/or TR PLC Ordinary Shares in which Persons acting in concert (within the meaning of the UK City Code) and Interested) to which are attached, in the aggregate (after giving effect

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to the Equalization Ratio), the right to cast 30 per cent or more of all votes entitled to be cast on a Joint Electorate Action by all shareholders of TR Corporation and TR PLC (excluding the holder of the TR Corporation Special Voting Share and the holder of the TR PLC Special Voting Share),

in each case calculated in accordance with Applicable Laws governing take-over bids.

9.STOCK EXCHANGES

Each of TR Corporation and TR PLC shall and so far as it is able shall ensure that each of its Subsidiaries shall, ensure that it is in a position to comply with obligations imposed on it by all stock exchanges on which either or both of the parties’ Shares (or other securities or depository receipts representing such Shares or securities) are from time to time listed, quoted or traded.

10.INSOLVENCY

10.1TR PLC Insolvency

Subject to Section 10.3,

(A)If TR PLC Board determines that TR PLC is, or is likely to become, insolvent (whether or not a receiver, receiver and manager, provisional liquidator or liquidator, trustee in bankruptcy, monitor or other similar Person has been appointed or a mortgagee or other secured creditor has taken possession of the property of TR PLC), the TR PLC Board shall immediately give an Insolvency Notice to TR Corporation of such fact.

(B)Upon receipt by TR Corporation of an Insolvency Notice, TR Corporation shall seek to ensure that the economic returns made or otherwise available to a holder of TR PLC Ordinary Shares relative to the economic returns available to a holder of TR Corporation Common Shares are in due proportion having regard to the Equalization Ratio (“Economic Equivalence”) by taking the steps set out in Sections 10.1(C) or (D).

(C)TR Corporation shall have the right at any time within 12 months from the Insolvency Notice Date either:

(i)irrevocably to offer to the holders of TR PLC Ordinary Shares  on the Insolvency Notice Date in consideration for the TR PLC Ordinary Shares such number of TR Corporation Common Shares pro rata to their holdings of TR PLC Ordinary Shares as is required to ensure that, after such issue, Economic Equivalence is achieved; or

(ii)to pay to a holder of TR PLC Ordinary Shares on the Insolvency Notice Date an amount equal to that proportion of the Market Capitalization of

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TR Corporation as at the Insolvency Notice Date such that the amount paid and the balance remaining ensure that Economic Equivalence is achieved.

(D)Unless TR Corporation has exercised its rights under Section 10.1(C), then, subject to Section 10.1(E), TR Corporation shall:

(i)within three months from the date that the liquidator of TR PLC has finally established the identity of and amounts owed to the Proven Creditors but in any event not earlier than the expiration of the period set out in Section 10.1(C), pay in full the Proven Creditors of TR PLC or pay to TR PLC, in trust for the Proven Creditors of TR PLC, the amount required to pay them in full and all other costs and expenses of the liquidation (including those of the liquidator); and

(ii)within one month thereafter pay to TR PLC an amount equal to that proportion of the total Market Capitalization of TR Corporation on the date all payments have been made pursuant to Section 10.1(D)(i) such that the amount paid and the balance remaining ensure that Economic Equivalence is achieved.

(E)To the extent required by Applicable Laws, payments under this Section 10.1 shall only be made by TR Corporation to the extent that after making such payment there will remain available to TR Corporation sufficient assets to pay all its debts as and when they become due and payable.

10.2TR Corporation Insolvency

If the TR Corporation Board determines that TR Corporation is, or is likely to become, insolvent (whether or not a receiver, receiver and manager, provisional liquidator or liquidator, trustee in bankruptcy, monitor or other similar Person has been appointed or a mortgagee or other secured creditor has taken possession of the property of TR Corporation), the TR Corporation Board shall immediately give an Insolvency Notice to TR PLC of such fact.

10.3Both Parties Insolvent

If each party has provided the other with an Insolvency Notice and if:

(A)TR Corporation has surplus assets available for distribution to the holders of TR Corporation Common Shares after payment of all debts due and payable; and

(B)the ratio of the surplus attributable to each TR PLC Ordinary Share to the surplus attributable to each TR Corporation Common Share is less than the Equalization Ratio,

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then, if relevant, TR Corporation must as soon as practicable pay to TR PLC (where possible) an amount which results in that ratio equaling the Equalization Ratio.

10.4Interpretation of Section 10

In this Section 10:

(A)The surplus assets of TR Corporation available for distribution to holders of TR Corporation Common Shares shall, for the purposes of Section 10.3, be calculated:

(i)before deduction of any amount in respect of Tax which may be deducted or withheld from the distribution by or on behalf of TR Corporation; but

(ii)net of any Tax payable by TR Corporation on the distribution to holders of TR Corporation Common Shares excluding, for the avoidance of doubt, any Tax within (i) above.

(B)“Economic Equivalence” shall be determined before deduction of any amount in respect of Tax which may be deducted or withheld in respect of any payment to a holder of Shares and disregarding any Tax payable by or on behalf of, or any Tax Benefit arising to, a holder of Shares.

(C)For the avoidance of doubt, nothing in this Section 10 shall be construed as giving rise to an obligation on the part of TR PLC to make any payment, in cash or any other form, to TR Corporation.

11.TERMINATION

11.1.1This Agreement shall automatically terminate upon either party becoming a Wholly-Owned Subsidiary of the other party or both parties becoming Wholly-Owned Subsidiaries of a third party.

11.1.2Either TR Corporation or TR PLC may terminate this Agreement:

(A)on the mutual agreement of both parties (upon approval as a Class Rights Action); or

(B)after all obligations under Section 10 have been satisfied.

11.1.3TR Corporation and TR PLC shall not proceed with any combination of the TR Corporation Group and the TR PLC Group into a single non dual listed group as a consequence of which the DLC Structure will be terminated unless the Boards agree on the terms upon which such termination should occur and consider those terms to be equitable to the interests of both the holders of the TR Corporation Common Shares and the holders of TR PLC Ordinary Shares, having regard to Section 2.1 and Section 3. For the avoidance of doubt, this Section 11.1.3 applies

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to a combination involving a successor company to TR Corporation or TR PLC but not to a combination involving a third party.

12.PERSONAL RIGHTS ONLY

12.1No Third Party Beneficiaries

Notwithstanding any possible inferences to the contrary, the parties to this Agreement intend that the provisions of this Agreement shall not create any right or cause of action in or on behalf of any Person who is not a party to this Agreement; and no Person other than the parties to this Agreement shall be entitled to enforce the provisions of this Agreement in any legal proceeding in any forum.

12.2Personal Rights

For the avoidance of doubt, the provisions of this Agreement are personal rights only. They do not, and are not intended to, create any proprietary right (including any proprietary right in any shareholder, member, securityholder, creditor, director or officer of TR Corporation or TR PLC or in any other Person). These undertakings are not assignable, and cannot be subject to a mortgage, charge, pledge, encumbrance or other security interest. These undertakings do not survive any termination of this Agreement. It is fundamental to the agreement of each of TR Corporation and TR PLC to give these undertakings that they should be relied on solely by the other, and it is fundamental to the agreement of each of TR Corporation and TR PLC to accept these undertakings that they should be performed solely by the other.

13.ISSUE OF TR CORPORATION EQUALIZATION SHARE

On Completion, TR Corporation shall issue the TR Corporation Equalization Share to TR PLC.  If TR Corporation is required to make a payment to TR PLC (or is required to take action and elects to do so by means of a payment to TR PLC) pursuant to Section 4.2 or Section 10 of this Agreement, TR Corporation shall make such payment as a dividend on the TR Corporation Equalization Share, unless the TR Corporation Board shall determine, with a view to the best interests of TR Corporation, to make such payment by another means.

14.ISSUE OF SPECIAL VOTING SHARES

Prior to holding any meetings of their respective shareholders following Completion, TR Corporation shall issue its Special Voting Share to the TR Corporation Special Voting Trustee and TR PLC shall issue its Special Voting Share to the TR PLC Special Voting Trustee.

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15.RELATIONSHIP WITH OTHER DOCUMENTS

In the event of any conflict between this Agreement on the one hand and on the other hand either of the TR Corporation Articles and By-Laws or the TR PLC Memorandum and Articles, the terms of this Agreement shall prevail and the parties shall use their best efforts to ensure that any required amendment to the TR Corporation Articles and By-Laws or the TR PLC Memorandum and Articles, as is appropriate, is proposed at meetings of TR Corporation and TR PLC, as the case may be, in order to conform it or them with the provisions of this Agreement.

16.MISCELLANEOUS

16.1Business Day

Where the day on or by which any thing is to be done is not a Business Day, that thing must be done on or by the Business Day following such day.

16.2Regulatory

The parties shall co-operate with each other from time to time to ensure that all information necessary or desirable for the making of (or responding to any requests for further information consequent upon) any notifications or filings made in respect of this Agreement, or the transactions contemplated hereunder, is supplied to the party dealing with such notification and filings and that they are properly, accurately and promptly made.

16.3No Assignment

Neither of the parties may assign any of its rights or obligations under this Agreement in whole or in part without the approval of the other party.

16.4No Waiver

No waiver by a party of any provisions or of any breach of any term or covenant contained in this Agreement, in one or more instances, shall be deemed to be or construed as a further or continuing waiver of any other condition or provision (whether or not similar) or of any breach of any other term or covenant contained in this Agreement.

16.5No Partnership

Neither this Agreement nor the DLC Structure is intended for any legal, tax or other purpose to, or shall, (i) alter the status of TR Corporation and TR PLC as separate, independent entities (taxed respectively and exclusively as a Canadian and a United Kingdom corporation), (ii) result in any of TR Corporation, TR PLC, their respective Subsidiaries, or their respective shareholders being treated as creating an entity or otherwise entering into any partnership, joint venture, association or agency relationship, or (iii) give either party (or its respective Subsidiaries or shareholders) any legal or

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beneficial ownership interest in the assets of the other party (or its respective Subsidiaries) or except to the extent specifically provided hereby, (iv) give either party any right or entitlement to any dividend or other distribution, whether of income or capital, and in cash or any other form, made by the Subsidiaries of the other party, or (v) give shareholders of either party any right or entitlement to any dividend or other distribution, whether of income or capital, and in cash or any other form, made by the other party or its Subsidiaries, and shall not be construed as having such effect.

16.6Invalidity of Provisions

Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof.  The parties shall engage in good faith negotiations to replace any provision which is declared invalid or unenforceable with a valid and enforceable provision, the economic and substantive effect of which comes as close as possible to that of the invalid or unenforceable provision which it replaces.

16.7Amendment

Any amendment to or termination of this Agreement shall be made in writing signed by duly authorized representatives of TR Corporation and TR PLC.  Any amendments to this Agreement which are formal or technical in nature and which are not materially prejudicial to the interests of the shareholders of either party or are necessary to correct any inconsistency or manifest error may be agreed between the TR PLC Board and the TR Corporation Board. Any other amendment to this Agreement shall, for the avoidance of doubt, require approval by a Class Rights Action.

16.8Enurement

This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

17.NOTICES

Notices, requests, instructions, approvals by the parties, or other documents to be given under this Agreement shall be in writing and shall be deemed given (i) when sent if sent by electronic media and receipt is promptly confirmed by telephone confirmation thereof; or (ii) when delivered, if delivered personally to the intended recipient or sent by overnight delivery via an international courier service, and in each case, addressed to such Person or Persons at such address or addresses as each party shall notify in writing to the other party at the address given at the head of this Agreement or thereafter at the relevant address for notification from time to time.

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18.COUNTERPARTS

This Agreement may be entered into in any number of counterparts, all of which taken together, shall constitute one and the same instrument. Either party may enter into this Agreement by signing any such counterpart.

19.GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

20.SUBMISSION TO JURISDICTION

Subject to Section 21, any suit, action or proceeding against TR Corporation or TR PLC or any of its assets arising out of or relating to this Agreement may be brought in a competent court of the Province of Ontario, Canada, and each of TR Corporation and TR PLC hereby irrevocably and unconditionally attorns and submits to the non-exclusive jurisdiction of such court over the subject matter of any such suit, action or proceeding. Each of TR Corporation and TR PLC irrevocably waives and agrees not to raise any objection it might now or hereafter have to any such suit, action or proceeding in any such court including any objection that the place where such court is located is an inconvenient forum or that there is any other suit, action or proceeding in any other place relating in whole or in part to the same subject matter.

21.ARBITRATION

(A)Any and all disputes, controversies or claims arising out of or in connection with this Agreement, any provision hereof, or any alleged breach hereof, and any and all disputes, controversies or claims relating to the validity of this Agreement (all of which are referred to herein as “Disputes”), even though some or all of such Disputes are alleged to be extra-contractual in nature, whether such Disputes sound in contract, tort or otherwise, at law or in equity, whether for damages, specific performance or other relief, shall be finally and exclusively determined by final and binding arbitration in accordance with this Section 21.

(B)Notwithstanding anything in this Section 21, prior to the appointment of any arbitrators, any party may apply to any competent court in the Province of Ontario, Canada for interim relief.  A request for interim relief by a party to a court shall not be considered to be incompatible with Section 21(A) or as a waiver of that provision.

(C)The arbitral tribunal (the “Tribunal”) shall be composed of three arbitrators, which shall be appointed as follows: each party shall have the right to appoint one arbitrator; and the two arbitrators so appointed shall then appoint a third arbitrator who shall serve as the Chairman of the Tribunal. A Person or Persons, entitled to appoint an arbitrator, shall appoint such arbitrator within ten (10) days of receiving notice from a party of the commencement of an arbitration, failing

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which such arbitrator shall, at the written request of either party, be appointed by the International Chamber of Commerce. At the initiation of a proceeding and upon the convening of the Tribunal, the arbitrators shall take an oath of neutrality and shall decide the matters presented to them based upon the evidence submitted in the proceeding and without regard to the origin or circumstances of their appointment or selection for service on the Tribunal.

(D)The construction and interpretation of this Section 21, and all rules of conduct of any arbitration conducted pursuant to this Section 21 (including procedural and evidentiary matters), shall be determined by the Tribunal. Unless otherwise unanimously agreed by the arbitrators, the venue of the arbitration shall be New York, New York.

(E)At the request of any party, the Tribunal may take such interim measures as the Tribunal considers necessary in respect of the Dispute, including measures for the preservation of assets or the conservation of goods.  The Tribunal may require security for the cost of such measures.

(F)The Tribunal shall conduct a hearing as soon as reasonably practicable after a matter has been submitted for arbitration by a party and the members of the Tribunal have been selected. As the Tribunal may direct and without the necessity of subpoenas or other court orders, the parties shall make their agents, employees and witnesses available upon reasonable notice at reasonable times for deposition or for testimony at the hearing and shall respond to requests for documents. An award completely disposing of all Disputes (a “Final Award”) shall be rendered by the Tribunal as soon as reasonably practicable after the hearing. The Tribunal shall not be required to submit a detailed statement of its reasons, but shall set forth concisely in the Final Award the amounts, actions, contractual responsibilities or other remedial conclusions that the Tribunal determines to be appropriate.

(G)Each party acknowledges and agrees that in the event either party breaches any of its obligations under this Agreement, the other party would be irreparably harmed and could not be made whole by monetary damages alone. Both parties accordingly agree that the Tribunal shall have the authority to grant any party all appropriate non-monetary relief, including ordering a breaching party to comply fully with its obligations under the Agreement, ordering specific performance or granting temporary or permanent injunctive relief; provided, however, that nothing in this Section 21 shall be construed to limit the Tribunal in awarding monetary damages, whether as a sole remedy or together with remedies for specific performance and/or injunctive relief.

(H)Any award made by the Tribunal shall be final and binding upon each party, each of which expressly waives all right to appeal or recourse to any court. The Final Award may be confirmed, and a judgment entered or enforced, in any competent court in the Province of Ontario, Canada.

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(I)The fees and expenses of the arbitrators shall be borne equally by the parties, but the Final Award may include such allocations and awards of the arbitrators’ fees and expenses as the Tribunal determines is appropriate.

IN WITNESS whereof this Agreement has been executed on the date first written above.

THOMSON REUTERS CORPORATION
By:
	Name:
	Title:
THOMSON REUTERS PLC
By:
	Name:
	Title:

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EX-99.4

Exhibit 99.4

DRAFT FORM

THOMSON REUTERS CORPORATION DEED OF GUARANTEE

THOMSON REUTERS CORPORATION DEED OF GUARANTEE

This Deed of Guarantee (“Guarantee”) is made on April , 2008 between Thomson Reuters Corporation (prior to the Effective Date, The Thomson Corporation) (“TR Corporation”) and Thomson Reuters PLC (“TR PLC”) for the benefit of each Creditor (as defined below).

BACKGROUND

TR Corporation has agreed to acquire Reuters Group PLC (“Reuters”) by implementing the DLC Structure (as defined below). Pursuant to the DLC Structure, TR Corporation is entering into this Guarantee in respect of certain obligations of TR PLC (together with certain obligations of Principal Debtors (as defined below) to the extent guaranteed by TR PLC, including all contractual obligations of Reuters existing as at the Effective Date (as defined below)) and TR PLC is entering into the TR PLC Guarantee (as defined below) in respect of certain obligations of TR Corporation for the benefit of creditors of TR Corporation.

THIS DEED WITNESSES as follows:

1.DEFINITIONS AND INTERPRETATION

1.1Definitions

In this Guarantee:

“Business Day” means a day (other than a Saturday or Sunday) on which banks are generally open for business in the City of Toronto, New York and London;

“Control” means:

(a)when applied to the relationship between a Person and a corporation, the beneficial ownership by such Person (in the case of TR PLC or TR Corporation, either alone or together with TR Corporation and TR PLC, respectively) at the relevant time of shares of such corporation carrying more than the greater of (i) 50 per cent of the voting rights ordinarily exercisable at meetings of shareholders of such corporation and (ii) the percentage of voting rights ordinarily exercisable at meetings of shareholders of such corporation that are sufficient to elect a majority of the directors of such corporation; and

(b)when applied to the relationship between a Person and a partnership, joint venture or other unincorporated entity, the beneficial ownership by such Person (in the case of TR PLC or TR Corporation, either alone or together with TR Corporation and TR PLC, respectively) at the relevant time of more than 50 per cent of the ownership interests of the partnership, joint venture or other unincorporated entity in circumstances where it can reasonably be expected that such Person directs or has the power to direct the affairs of the partnership, joint venture or other unincorporated entity;

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and the words “Controlled by”, “Controlling” and “under common Control with” and similar words have corresponding meanings; provided that a Person who Controls a corporation, partnership, joint venture or other unincorporated entity (the “second-mentioned Person”) shall be deemed to Control a corporation, partnership, joint venture or other unincorporated entity which is Controlled by the second-mentioned Person and so on;

“Creditor” means any Person to whom or to which any Obligation is owed;

“Cross-Guarantees” means, collectively, this Guarantee and the TR PLC Guarantee;

“DLC Structure” means the dual listed company structure effected pursuant to the Equalization and Governance Agreement and the transactions contemplated thereby, including the Special Voting Share Agreement, the TR Corporation Articles and By-Laws, the TR PLC Memorandum and Articles and the Cross-Guarantees;

“Effective Date” means the date on which the TR PLC Ordinary Shares will be admitted to the Official List maintained by the UK Listing Authority and to trading on the London Stock Exchange’s main market for listed securities;

“Equalization and Governance Agreement” means the Equalization and Governance Agreement dated as of April   , 2008, between TR PLC and TR Corporation;

“Existing Obligation” means, in relation to:

(a)any agreement or exclusion referred to in Clause 4;

(b)any termination of this Guarantee; or

(c)any amendment to this Guarantee,

any Obligation

(i)incurred before; or

(ii)arising at any time out of any credit or similar facility (whether committed or uncommitted) in effect at,

the time at which the relevant agreement, exclusion, termination or amendment becomes effective;

“Governmental Agency” means a court of competent jurisdiction, any government or any governmental, regulatory, self-regulatory or administrative authority, agency, commission, body or other governmental entity and shall include any relevant competition authorities, the UK Panel on Takeovers and Mergers, the European Commission, the London Stock Exchange, the UK Listing Authority, the Canadian securities regulatory authorities, the TSX, the U.S. Securities and Exchange Commission, the NYSE and NASDAQ;

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“LIBOR” means the rate of interest per annum which appears on page 3750 of the Telerate screen at approximately 11:00 a.m. (London time) on the date of determination; or if such Telerate screen is not available on the date of determination, then the last such published rate of interest per annum as near thereto as practicable;

“NASDAQ” means the National Association of Security Dealers, Inc. Automated Quotations System;

“NYSE” means the New York Stock Exchange, Inc.;

“Obligation” means:

(a)any contractual obligation of TR PLC or a Principal Debtor (to the extent guaranteed by TR PLC) in existence at the Effective Date;

(b)any other contractual obligation (whether actual or contingent, primary or secondary, or otherwise) incurred after the Effective Date by:

(i)TR PLC; or

(ii)any Principal Debtor (to the extent guaranteed by TR PLC); and

(c)any other obligation of TR PLC or a Principal Debtor whether entered into prior to or after the Effective Date which may be agreed to in writing after the date hereof between TR Corporation and TR PLC (in their absolute discretion), in which case a note of such obligation will be set out in Schedule 1,

other than, in each case, any obligation:

(i)to the extent that (without reference to the effect of this Guarantee) it is covered by the terms of any policy of insurance (or any indemnity in the nature of insurance) of which TR PLC (or, where relevant, the Principal Debtor) has the benefit and which is in full force and effect;

(ii)explicitly guaranteed in writing by TR Corporation (otherwise than under this Guarantee) or for which TR Corporation has agreed in writing to act as co-obligor or co-issuer;

(iii)where the arrangement under which the obligation was or is incurred, or the terms of issue of the obligation, explicitly provided or provide(s) that the obligation is not to be an Obligation within the meaning of this Guarantee, or where the Creditor has explicitly agreed or explicitly agrees that the obligation is not to be an Obligation within the meaning of this Guarantee;

(iv)owed to TR Corporation or to any Subsidiary of TR Corporation or to any of the Subsidiaries of TR PLC, save where such obligation is owed

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expressly to any Subsidiary in its capacity as trustee for a registered occupational pension scheme;

(v)of TR PLC under or in connection with the TR PLC Guarantee or any other guarantee by TR PLC of any obligation of TR Corporation or any Subsidiary of TR Corporation;

(vi)excluded from the scope of this Guarantee as provided in Clause 4 or Clause 5 provided that obligations previously excluded under Clause 4 may be agreed for re-inclusion pursuant to paragraph (c) above;

(vii)consisting of an obligation to pay a Creditor an amount to compensate for any deduction or withholding for or on account of Tax from any payment to that Creditor, where no such deduction or withholding would be required as a result of payment being made by TR Corporation under this Guarantee rather than by the relevant Principal Debtor under the guaranteed obligation;

(viii)of TR PLC under a guarantee to the extent that the guaranteed obligation of the Principal Debtor is not a contractual obligation or is of a type referred to in any of paragraphs (i) to (vii) of this definition; or

(ix)owed to holders of TR PLC Ordinary Shares, in their capacity or otherwise flowing from their status as holders of such shares.

“Person” includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate and a natural person in his or her capacity as trustee, executor, administrator or other legal representative;

“Principal Debtor” means, at any time, any Person any of whose obligations are at that time guaranteed by TR PLC (including Reuters, all of whose contractual obligations in existence at the Effective Date are guaranteed by TR PLC pursuant to the Reuters Guarantee), other than by way of the TR PLC Guarantee;

“Relevant Creditor” has the meaning given in Clause 3.1;

“Reuters Guarantee” means the deed of guarantee dated as of April   , 2008 between TR PLC and Reuters whereby TR PLC agrees to guarantee certain obligations of Reuters for the benefit of creditors of Reuters;

“Special Voting Share” means, in relation to TR Corporation, the TR Corporation Special Voting Share and, in relation to TR PLC, the TR PLC Special Voting Share;

“Special Voting Share Agreement” means the Special Voting Share Agreement, dated as of April   , 2008, by and among TR Corporation, TR PLC, the TR Corporation Special Voting Share Trustee and the TR PLC Special Voting Share Trustee relating, inter alia, to how each Special Voting Share is to be voted;

“Subsidiary” with respect to any Person, means a Person Controlled by such Person;

“Tax” or “Taxes” means any taxes, levies, imposts, deductions, charges, withholdings or duties levied by any authority (including goods and services taxes, value added taxes and

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any other stamp and transaction duties) (together with any related interest, penalties, fines and expenses in connection with them);

“TR Corporation Articles” means the articles of incorporation of TR Corporation;

“TR Corporation Articles and By-Laws” means the TR Corporation Articles and the TR Corporation By-Laws;

“TR Corporation By-Laws” means the by-laws of TR Corporation;

“TR Corporation Special Voting Share” means the special voting share in TR Corporation;

“TR Corporation Special Voting Share Trust” means the trust created by the TR Corporation Special Voting Share Trust Deed;

“TR Corporation Special Voting Share Trustee” means Computershare Trust Company of Canada, as trustee of the TR Corporation Special Voting Share Trust, and includes any successor trustee of the TR Corporation Special Voting Share Trust;

“TR Corporation Special Voting Share Trust Deed” means the agreement dated as of April   , 2008 between TR Corporation, as settlor, and the TR Corporation Special Voting Share Trustee;

“TR PLC ADS” means each American Depository Share of TR PLC listed on NASDAQ, each of which represents six TR PLC Ordinary Shares;

“TR PLC Articles” means the articles of association of TR PLC;

“TR PLC Guarantee” means the deed of guarantee dated as of April , 2008 between TR PLC and TR Corporation whereby TR PLC agrees to guarantee certain obligations of TR Corporation for the benefit of creditors of TR Corporation;

“TR PLC Memorandum” means the memorandum of association of TR PLC;

“TR PLC Memorandum and Articles” means the TR PLC Memorandum and the TR PLC Articles;

“TR PLC Ordinary Shares” means the issued and outstanding ordinary shares in TR PLC from time to time (including the TR PLC Ordinary Shares underlying each TR PLC ADS), as the same may be subdivided or consolidated from time to time and any capital shares into which such ordinary shares may be reclassified, converted or otherwise changed;

“TR PLC Special Voting Share” means the special voting share of £500,000 (five hundred thousand pounds) in TR PLC;

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“TR PLC Special Voting Share Trust” means the trust created by the TR PLC Special Voting Share Trust Deed;

“TR PLC Special Voting Share Trustee” means Computershare Trust Company of Canada, as trustee of the TR PLC Special Voting Share Trust, and includes any successor trustee of the TR PLC Special Voting Share Trust;

“TR PLC Special Voting Share Trust Deed” means the agreement dated as of April   , 2008 between TR Corporation, as settlor, and the TR PLC Special Voting Share Trustee;

“TSX” means the Toronto Stock Exchange; and

“UK Listing Authority” means the Financial Services Authority in its capacity as competent authority for the purposes of Part VI of the UK Financial Services and Markets Act 2000.

1.2Interpretation

Headings are for convenience only and do not affect interpretation. The following rules of interpretation apply unless the context requires otherwise.

(A)The singular includes the plural and conversely.

(B)One gender includes all genders.

(C)Where a word or phrase is defined, its other grammatical forms have a corresponding meaning.

(D)A reference to a Clause or a Schedule is to a Clause of or Schedule to this Guarantee, and any such Schedule forms part of this Guarantee, unless otherwise indicated.

(E)A reference to any agreement or document is to that agreement or document as amended, restated, novated, supplemented, varied or replaced from time to time, except to the extent expressly provided otherwise by this Guarantee.

(F)A reference to any legislation (including any listing rules of a stock exchange or voluntary codes) or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all rules and regulations and statutory instruments issued under it.

(G)“Written”, “writing” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.

(H)Mentioning anything after “include”, “includes”, or “including” does not limit what else might be included. Where particular words are followed by general words, the general words are not limited by the^-particular.

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(I)A reference to a body other than TR Corporation or TR PLC (including any Government Agency), whether statutory or not:

(i)which ceases to exist; or

(ii)whose powers or functions are transferred to another body,

is a reference to the body which replaces it or which substantially succeeds to its powers or functions.

(J)All references to “time” are to the local time in the place where the relevant obligation is to be performed (or right exercised).

(K)References to “£” and “pound” are to British pounds sterling.

(L)References to “party” or “parties” in this Guarantee or any other agreement, includes the party’s or parties’ successors and permitted assigns.

2.EFFECT OF THIS GUARANTEE

This Guarantee shall take effect on the Effective Date as a deed and it is intended that each Creditor severally shall be entitled to benefit from the terms of this Guarantee pursuant to the terms of the Contracts (Rights of Third Parties) Act 1999 save that the parties hereto shall be entitled to make any variation or rescission of its terms, in accordance with its terms (including, without limitation, pursuant to Clause 4), without the consent of any Creditor or of any third party.

3.GUARANTEE AND INDEMNITY

3.1Subject to the terms of this Guarantee, TR Corporation unconditionally and irrevocably undertakes and promises to TR PLC that it shall, as a continuing obligation, make to the Creditor to whom or to which it is owed (the “Relevant Creditor”) the proper and punctual payment of each Obligation if for any reason TR PLC does not make such payment on its due date. If for any reason TR PLC does not make such payment on its due date, TR Corporation shall pay the amount due and unpaid to the Relevant Creditor upon written demand upon TR Corporation by the Relevant Creditor. In this Clause 3, references to the Obligations include references to any part of them.

3.2The obligations of TR Corporation under this Guarantee shall be continuing obligations and shall not be satisfied, discharged or affected by any intermediate payment or settlement of account.

3.3In the event that TR Corporation is required to make any payment to any Creditor pursuant to Clause 3.1 and/or Clause 3.10 and does make such payment, TR PLC unconditionally and irrevocably agrees by way of a full indemnity (on an after-tax basis) to reimburse TR Corporation in respect of such payments, including interest thereon (payable from the date of demand for payment both before and after default and judgment) at LIBOR, plus 20 basis points per annum.

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3.4A demand may not be made under this Guarantee without:

(A)a demand first having been made by the Relevant Creditor on TR PLC; and

(B)to the extent, if any, that the terms of the relevant Obligation of TR PLC (or the underlying obligation of the relevant Principal Debtor) require such recourse, recourse first being had to any other Person or to any security.

3.5Unless otherwise provided in this Guarantee, the liabilities and obligations of TR Corporation under this Guarantee shall remain in force notwithstanding any act, omission, neglect, event or matter which would not affect or discharge the liabilities of TR PLC owed to the Relevant Creditor. Without prejudice to its generality, the foregoing shall apply in relation to:

(A)anything which would have discharged TR Corporation (wholly or in part) but not TR PLC;

(B)anything which would have offered TR Corporation (but not TR PLC) any legal or equitable defence; and

(C)any winding-up, insolvency, dissolution and/or analogous proceeding of, or any change in constitution or corporate identity or loss of corporate identity by, TR PLC or any other Person.

3.6Sections 3(2) and (4) of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Guarantee and accordingly:

(A)in respect of any claim against TR Corporation by a Creditor, TR Corporation shall not have available to it by way of defence or set-off any matter that arises from or in connection with this Guarantee, and which would have been available to TR Corporation by way of defence or set-off if the proceedings had been brought against TR Corporation by TR PLC;

(B)TR Corporation shall not have available to it by way of defence or set-off any matter that would have been available to it by way of defence or set-off against the Creditor if the Creditor had been a party to this Guarantee; and

(C)TR Corporation shall not have available to it by way of counterclaim any matter not arising from this Guarantee that would have been available to it by way of counterclaim against the Creditor if the Creditor had been a party to this Guarantee.

3.7Any discharge or release of any liabilities and obligations of TR Corporation under this Guarantee, and any composition or arrangement which TR Corporation may effect with any Creditor in respect of any such liabilities or obligations, shall be deemed to be made subject to the condition that it will be void to the extent that any or all of the payment or security which the Creditor may previously have received or may thereafter receive from

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any Person in respect of the relevant Obligations is set aside or reduced under any applicable law or proves to have been for any reason invalid.

3.8Without prejudice to the generality of this Clause 3, and to Clause 3.9 in particular, none of the liabilities or obligations of TR Corporation under this Guarantee shall be impaired by any Creditor:

(A)agreeing with TR PLC any composition, arrangement, variation of or departure from (however substantial) the terms of any Obligation and any such composition, arrangement, variation or departure shall, whatever its nature, be binding upon TR Corporation in all circumstances; or

(B)releasing or granting any time or any indulgence whatsoever to TR PLC.

3.9(A)  Despite anything else in Clause 3, but subject to paragraph (B) below, if and to the extent that the relevant Creditor (or any Person duly acting on behalf of the relevant Creditor) at any time before or after the date of this Guarantee explicitly agrees with TR PLC or grants to TR PLC any discharge, release, composition, arrangement, variation, departure, time, indulgence or other limitation (whether as to amount, recourse or otherwise) of any kind in respect of any Obligation, it shall automatically operate for the benefit of, and be binding upon, TR Corporation to the same extent.

(B)  Despite anything else in this Guarantee (including Clause 3.8), no composition, arrangement, variation of or departure from the terms of any Obligation (or any underlying obligation of any Principal Debtor) agreed with TR PLC or any Principal Debtor, as applicable, after termination of this Guarantee or exclusion of that Obligation from the scope of this Guarantee shall be binding on TR Corporation (or extend its liabilities and obligations under this Guarantee) except to the extent, if any, that:

(i)TR Corporation explicitly agrees in writing to that composition, arrangement, variation or departure at the same time as TR PLC or that Principal Debtor; or

(ii)it reduces TR Corporation’s obligations or liability under this Guarantee.

3.10Subject to Clause 3.4, as a separate, additional and continuing obligation, TR Corporation unconditionally and irrevocably agrees that, should any Obligation not be recoverable from TR Corporation under Clause 3.1 as a result of the Obligation becoming void, voidable or unenforceable against TR PLC, TR Corporation will, as a sole, original and independent obligor, make payment of the Obligation to the Relevant Creditor by way of a full indemnity on the due date provided for payment by the terms of the Obligation.

3.11TR Corporation shall, if requested by TR PLC, (i) enter into agreements to act as a co-issuer or co-borrower with respect to any Obligation of TR PLC or (ii) execute and deliver a separate guarantee agreement of any Obligation of TR PLC, in each case, on terms satisfactory to TR Corporation and TR PLC. If TR Corporation enters into such agreements with respect to any Obligation of TR PLC, TR Corporation and TR PLC may

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agree that such Obligation shall be excluded from the scope of this Guarantee in accordance with Clause 4.

4.EXCLUSION OF CERTAIN OBLIGATIONS

4.1Subject to Clauses 4.2 and 4.3, TR Corporation and TR PLC may at any time agree that obligations of a particular type, or a particular obligation or particular obligations, incurred after the time at which such exclusion becomes effective shall be excluded from the scope of this Guarantee (and shall not be “Obligations” for the purpose of this Guarantee) with effect from such future time (being at least three months after the date on which notice of the relevant exclusion is given in accordance with Clause 8.1 or, where the Obligation is a particular obligation, at least five Business Days, or such shorter period as the relevant Creditor may agree, after the date on which notice of the relevant exclusion is given in accordance with Clause 4.5) as they may agree.

4.2No agreement or exclusion under Clause 4.1 shall be effective with respect to any Existing Obligation.

4.3No agreement or exclusion under Clause 4.1 shall be effective unless and until TR Corporation and TR PLC enter into a supplemental deed specifying the relevant exclusion and the time at which it is to become effective.

4.4Notice of any exclusion under Clause 4.1 of obligations of a particular type, of the time at which such exclusion is to become effective, and of the date of the related supplemental deed, shall be given by TR Corporation in accordance with Clause 8.3.

4.5Notice of any exclusion under Clause 4.1 of a particular obligation and of the time at which it is to become effective shall be given to the relevant Creditor in writing addressed to that Creditor at the last address of that Creditor known to TR Corporation and shall be effective when delivered to that address. It shall not be necessary for the related supplemental deed to have been entered into before that notice is sent, nor for the notice to state the date of the related supplemental deed.

5.TERMINATION

5.1Subject to Clause 5.3, this Guarantee shall automatically terminate if, and with effect from, the same time as:

(A)the Equalization and Governance Agreement terminates or otherwise ceases to have effect;

(B)the TR PLC Guarantee terminates or otherwise ceases to have effect; or

(C)a resolution is passed or an order is made for the liquidation or winding up of TR PLC or a receiver or a similar Person is appointed in respect of all its property, assets or undertakings.

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5.2Subject to Clause 5.3, TR Corporation may at any time terminate this Guarantee by giving notice under Clause 8.1 with effect from such future time, if approved by a Class Rights Action (as defined in the Equalization and Governance Agreement).

5.3No termination shall be effective with respect to any Existing Obligation.

5.4Notice of any automatic termination under Clause 5.1, or of any termination under Clause 5.2 and of the time at which it became effective, shall be given by TR Corporation in accordance with Clause 8.3 within 10 Business Days of such termination.

6.AMENDMENTS

6.1Subject to Clause 6.2 and Clause 6.3:

(A)any amendments to this Guarantee which are formal or technical in nature and which are not materially prejudicial to the interests of the shareholders of either  TR PLC or TR Corporation or are necessary to correct any inconsistency or manifest error may be agreed between TR Corporation and TR PLC; and

(B)any other amendments to this Guarantee shall be effective only if approved by a Class Rights Action (as defined in the Equalization and Governance Agreement).

6.2No amendment under Clause 6.1 shall be effective with respect to any Existing Obligation.

6.3No amendment under Clause 6.1 shall be effective unless and until TR Corporation and TR PLC enter into a supplemental deed specifying the relevant amendment and the time at which it is to become effective.

6.4Notice of any amendment under Clause 6.1 of the time at which it is to become effective, and of the date of the related supplemental deed, shall be given by TR Corporation in accordance with Clause 8.3.

7.CURRENCY

7.1All payments to be made under this Guarantee shall be made in the currency or currencies in which the Obligations are expressed to be payable by TR PLC.

7.2If, under any applicable law, whether as a result of a judgment against TR Corporation or TR PLC or the liquidation of TR Corporation or TR PLC or for any other reason, any payment under or in connection with this Guarantee is made or is recovered in a currency (the “other currency”) other than that in which it is required to be paid under the terms of the relevant Obligation (the “agreed currency”) then, to the extent that the payment to the Creditor (when converted at the rate of exchange on the date of payment, or in the case of a liquidation, the latest date for the determination of liabilities permitted by the applicable law) falls short of the amount due and unpaid in respect of that Obligation, TR Corporation agrees that it shall, as a separate and independent obligation, fully indemnify the Creditor against the amount of the shortfall, and for the purposes of this Clause 7,

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“rate of exchange” means the spot rate at which the Creditor is able on the relevant date to purchase the agreed currency with the other currency.

8.NOTICES

8.1Any notice to or demand upon TR PLC under this Guarantee shall be in writing addressed to it at its principal place of business in the United Kingdom for the time being (marked for the attention of the Chief Financial Officer, with a copy sent to the General Counsel) and shall be effective when delivered to that principal place of business.

8.2Any notice to or demand upon TR Corporation under this Guarantee shall be in writing addressed to it at its principal place of business in the United States for the time being (marked for the attention of the Chief Financial Officer, with a copy sent to the General Counsel) and shall be effective when delivered to that principal place of business.

8.3Any notice by TR Corporation under Clause 4.4, 5.4 or 6.4 shall be given by advertisements in the Financial Times (London Edition), the Wall Street Journal and The Globe and Mail (National Edition) (but, if at any time TR Corporation determines that advertisement in such newspaper(s) is not practicable, the relevant advertisement shall instead be published in such other newspaper(s) circulating generally in the United Kingdom, the United States or Canada, as the case may be, as TR Corporation shall determine). Any such notice shall be deemed given on the date of publication in such newspaper in the United Kingdom, the United States or Canada, as the case may be (or, where such advertisements are published on different dates, on the later of such dates).

8.4The original counterparts of this Guarantee and of any related supplemental deeds shall be kept at, respectively, the principal place of business in the United States for the time being of TR Corporation and the principal place of business in the United Kingdom for the time being of TR PLC and shall be available for inspection there on reasonable notice during the normal business hours of that office.

9.GENERAL

9.1Prohibition and Enforceability

Any provision of, or the application of any provision of, this Guarantee which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.

9.2Further Assurances

TR Corporation and TR PLC shall take all steps, execute all documents and do everything reasonably required to give effect to their rights, liabilities and obligations contemplated by this Guarantee.

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9.3No Novation

Neither TR Corporation nor TR PLC may novate any of their rights, liabilities or obligations under this Guarantee, in whole or in part.

9.4Counterparts

This Guarantee may be executed by the parties in separate counterparts each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Delivery by a party of an executed counterpart of a signature page to this Guarantee by electronic communication shall be effective as delivery of a manually executed counterpart of this Guarantee.

9.5Business Day

Where the day on which any thing is to be done is not a Business Day, that thing must be done on or by the Business Day following such day.

10.LAW AND JURISDICTION

10.1This Guarantee shall be governed by and construed in accordance with the laws of England.

10.2The courts of England and Wales have exclusive jurisdiction to settle any dispute in connection with this Guarantee.

10.3TR Corporation and TR PLC irrevocably submit to the jurisdiction of such courts and waive any objection to proceedings in any such court on the ground of venue or on the ground that the proceedings have been brought in an inconvenient forum.

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SCHEDULE 1

IN WITNESS WHEREOF	)
EXECUTED as a DEED by	)
THOMSON REUTERS	)
CORPORATION (prior to the	)
Effective Date, The Thomson	)
Corporation) acting by   [and   ]	)
[who, in accordance with the laws of	)
the territory in which Thomson	)
Reuters  Corporation is incorporated,	)
is/are] acting under authority of	)
Thomson Reuters Corporation	)
	)	(Authorised signatory(ies))
EXECUTED as a DEED by	)
THOMSON REUTERS PLC acting	)
by two of its directors or a director	)	Director
and secretary	)
	)
	)	Director/Secretary

EX-99.5

Exhibit 99.5

DRAFT FORM

THOMSON REUTERS PLC DEED OF GUARANTEE

THOMSON REUTERS PLC DEED OF GUARANTEE

This Deed of Guarantee (“Guarantee”) is made on April   , 2008 between Thomson Reuters PLC (“TR PLC”) and Thomson Reuters Corporation (prior to the Effective Date, The Thomson Corporation) (“TR Corporation”) for the benefit of each Creditor (as defined below).

BACKGROUND

TR Corporation has agreed to acquire Reuters Group PLC by implementing the DLC Structure (as defined below). Pursuant to the DLC Structure, TR PLC is entering into this Guarantee in respect of certain obligations of TR Corporation (together with certain obligations of Principal Debtors (as defined below) to the extent guaranteed by TR Corporation) and TR Corporation is entering into the TR Corporation Guarantee (as defined below) in respect of certain obligations of TR PLC for the benefit of creditors of TR PLC.

THIS DEED WITNESSES as follows:

1.DEFINITIONS AND INTERPRETATION

1.1Definitions

In this Guarantee:

“Business Day” means a day (other than a Saturday or Sunday) on which banks are generally open for business in the City of Toronto, New York and London;

“Control” means:

(a)when applied to the relationship between a Person and a corporation, the beneficial ownership by such Person (in the case of TR Corporation or TR PLC, either alone or together with TR PLC and TR Corporation, respectively) at the relevant time of shares of such corporation carrying more than the greater of (i) 50 per cent of the voting rights ordinarily exercisable at meetings of shareholders of such corporation and (ii) the percentage of voting rights ordinarily exercisable at meetings of shareholders of such corporation that are sufficient to elect a majority of the directors of such corporation; and

(b)when applied to the relationship between a Person and a partnership, joint venture or other unincorporated entity, the beneficial ownership by such Person (in the case of TR Corporation or TR PLC, either alone or together with TR PLC and TR Corporation, respectively) at the relevant time of more than 50 per cent of the ownership interests of the partnership, joint venture or other unincorporated entity in circumstances where it can reasonably be expected that such Person directs or has the power to direct the affairs of the partnership, joint venture or other unincorporated entity;

and the words “Controlled by”, “Controlling” and “under common Control with” and similar words have corresponding meanings; provided that a Person who Controls a

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corporation, partnership, joint venture or other unincorporated entity (the “second- mentioned Person”) shall be deemed to Control a corporation, partnership, joint venture or other unincorporated entity which is Controlled by the second-mentioned Person and so on;

“Creditor” means any Person to whom or to which any Obligation is owed;

“Cross-Guarantees” means, collectively, the TR Corporation Guarantee and this Guarantee;

“DLC Structure” means the dual listed company structure effected pursuant to the Equalization and Governance Agreement and the transactions contemplated thereby, including the Special Voting Share Agreement, the TR Corporation Articles and By-Laws, the TR PLC Memorandum and Articles and the Cross-Guarantees;

“Effective Date” means the date on which the TR PLC Ordinary Shares will be admitted to the Official List maintained by the UK Listing Authority and to trading on the London Stock Exchange’s main market for listed securities;

“Equalization and Governance Agreement” means the Equalization and Governance Agreement dated as of April , 2008, between TR Corporation and TR PLC;

“Existing Obligation” means, in relation to:

(a)any agreement or exclusion referred to in Clause 4;

(b)any termination of this Guarantee; or

(c)any amendment to this Guarantee,

any Obligation

(i)incurred before; or

(ii)arising at any time out of any credit or similar facility (whether committed or uncommitted) in effect at,

the time at which the relevant agreement, exclusion, termination or amendment becomes effective;

“Governmental Agency” means a court of competent jurisdiction, any government or any governmental, regulatory, self-regulatory or administrative authority, agency, commission, body or other governmental entity and shall include any relevant competition authorities, the UK Panel on Takeovers and Mergers, the European Commission, the London Stock Exchange, the UK Listing Authority, the Canadian securities regulatory authorities, the TSX, the U.S. Securities and Exchange Commission, the NYSE and NASDAQ;

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“LIBOR” means the rate of interest per annum which appears on page 3750 of the Telerate screen at approximately 11:00 a.m. (London time) on the date of determination; or if such Telerate screen is not available on the date of determination, then the last such published rate of interest per annum as near thereto as practicable;

“NASDAQ” means the National Association of Security Dealers, Inc. Automated Quotations System;

“NYSE” means the New York Stock Exchange, Inc.;

“Obligation” means:

(a)any contractual obligation of TR Corporation or a Principal Debtor (to the extent guaranteed by TR Corporation) in existence at the Effective Date;

(b)any other contractual obligation (whether actual or contingent, primary or secondary, or otherwise) incurred after the Effective Date by:

(i)TR Corporation; or

(ii)any Principal Debtor (to the extent guaranteed by TR Corporation); and

(c)any other obligation of TR Corporation or a Principal Debtor whether entered into prior to or after the Effective Date which may be agreed to in writing after the date hereof between TR PLC and TR Corporation (in their absolute discretion), in which case a note of such obligation will be set out in Schedule 1,

other than, in each case, any obligation:

(i)to the extent that (without reference to the effect of this Guarantee) it is covered by the terms of any policy of insurance (or any indemnity in the nature of insurance) of which TR Corporation (or, where relevant, the Principal Debtor) has the benefit and which is in full force and effect;

(ii)explicitly guaranteed in writing by TR PLC (otherwise than under this Guarantee) or for which TR PLC has agreed in writing to act as co-obligor or co-issuer;

(iii)where the arrangement under which the obligation was or is incurred, or the terms of issue of the obligation, explicitly provided or provide(s) that the obligation is not to be an Obligation within the meaning of this Guarantee, or where the Creditor has explicitly agreed or explicitly agrees that the obligation is not to be an Obligation within the meaning of this Guarantee;

(iv)owed to TR PLC or to any Subsidiary of TR PLC or to any of the Subsidiaries of TR Corporation, save where such obligation is owed

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expressly to any Subsidiary in its capacity as trustee for a registered occupational pension scheme;

(v)of TR Corporation under or in connection with the TR Corporation Guarantee or any other guarantee by TR Corporation of any obligation of TR PLC or any Subsidiary of TR PLC;

(vi)excluded from the scope of this Guarantee as provided in Clause 4 or Clause 5 provided that obligations previously excluded under Clause 4 may be agreed for re-inclusion pursuant to paragraph (c) above;

(vii)consisting of an obligation to pay a Creditor an amount to compensate for any deduction or withholding for or on account of Tax from any payment to that Creditor, where no such deduction or withholding would be required as a result of payment being made by TR PLC under this Guarantee rather than by the relevant Principal Debtor under the guaranteed obligation;

(viii)of TR Corporation under a guarantee to the extent that the guaranteed obligation of the Principal Debtor is not a contractual obligation or is of a type referred to in any of paragraphs (i) to (vii) of this definition; or

(ix)owed to holders of TR Corporation Common Shares, in their capacity or otherwise flowing from their status as holders of such shares.

“Person” includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator or other legal representative;

“Principal Debtor” means, at any time, any Person any of whose obligations are at that time guaranteed by TR Corporation, other than by way of the TR Corporation Guarantee;

“Relevant Creditor” has the meaning given in Clause 3.1;

“Special Voting Share” means, in relation to TR Corporation, the TR Corporation Special Voting Share and, in relation to TR PLC, the TR PLC Special Voting Share;

“Special Voting Share Agreement” means the Special Voting Share Agreement, dated as of April , 2008, by and among TR Corporation, TR PLC, the TR Corporation Special Voting Share Trustee and the TR PLC Special Voting Share Trustee relating, inter alia, to how each Special Voting Share is to be voted;

“Subsidiary” with respect to any Person, means a Person Controlled by such Person;

“Tax” or “Taxes” means any taxes, levies, imposts, deductions, charges, withholdings or duties levied by any authority (including goods and services taxes, value added taxes and

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any other stamp and transaction duties) (together with any related interest, penalties, fines and expenses in connection with them);

“TR Corporation Articles” means the articles of incorporation of TR Corporation;

“TR Corporation Articles and By-Laws” means the TR Corporation Articles and the TR Corporation By-Laws;

“TR Corporation By-Laws” means the by-laws of TR Corporation;

“TR Corporation Common Shares” means the issued and outstanding common shares of TR Corporation from time to time, as the same may be subdivided or consolidated from time to time and any capital shares into which such common shares may be reclassified, converted or otherwise changed;

“TR Corporation Guarantee” means the deed of guarantee dated as of April , 2008 between TR Corporation and TR PLC whereby TR Corporation agrees to guarantee certain obligations of TR PLC for the benefit of creditors of TR PLC;

“TR Corporation Special Voting Share” means the special voting share in TR Corporation;

“TR Corporation Special Voting Share Trust” means the trust created by the TR Corporation Special Voting Share Trust Deed;

“TR Corporation Special Voting Share Trustee” means Computershare Trust Company of Canada, as trustee of the TR Corporation Special Voting Share Trust, and includes any successor trustee of the TR Corporation Special Voting Share Trust;

“TR Corporation Special Voting Share Trust Deed” means the agreement dated as of April , 2008 between TR Corporation, as settlor, and the TR Corporation Special Voting Share Trustee;

“TR PLC ADS” means each American Depository Share of TR PLC listed on NASDAQ, each of which represents six TR PLC Ordinary Shares;

“TR PLC Articles” means the articles of association of TR PLC;

“TR PLC Memorandum” means the memorandum of association of TR PLC;

“TR PLC Memorandum and Articles” means the TR PLC Memorandum and the TR PLC Articles;

“TR PLC Ordinary Shares” means the issued and outstanding ordinary shares in TR PLC from time to time (including the  TR PLC Ordinary Shares underlying each TR PLC ADS), as the same may be subdivided or consolidated from time to time and any capital shares into which such ordinary shares may be reclassified, converted or otherwise changed;

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“TR PLC Special Voting Share” means the special voting share of £500,000 (five hundred thousand pounds) in TR PLC;

“TR PLC Special Voting Share Trust” means the trust created by the TR PLC Special Voting Share Trust Deed;

“TR PLC Special Voting Share Trustee” means Computershare Trust Company of Canada, as trustee of the TR PLC Special Voting Share Trust, and includes any successor trustee of the TR PLC Special Voting Share Trust;

“TR PLC Special Voting Share Trust Deed” means the agreement dated as of April   , 2008 between TR Corporation, as settlor, and the TR PLC Special Voting Share Trustee;

“TSX” means the Toronto Stock Exchange; and

“UK Listing Authority” means the Financial Services Authority in its capacity as competent authority for the purposes of Part VI of the UK Financial Services and Markets Act 2000.

1.2Interpretation

Headings are for convenience only and do not affect interpretation. The following rules of interpretation apply unless the context requires otherwise.

(A)The singular includes the plural and conversely.

(B)One gender includes all genders.

(C)Where a word or phrase is defined, its other grammatical forms have a corresponding meaning.

(D)A reference to a Clause or a Schedule is to a Clause of or Schedule to this Guarantee, and any such Schedule forms part of this Guarantee, unless otherwise indicated.

(E)A reference to any agreement or document is to that agreement or document as amended, restated, novated, supplemented, varied or replaced from time to time, except to the extent expressly provided otherwise by this Guarantee.

(F)A reference to any legislation (including any listing rules of a stock exchange or voluntary codes) or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all rules and regulations and statutory instruments issued under it.

(G)“Written”, “writing” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.

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(H)Mentioning anything after “include”, “includes”, or “including” does not limit what else might be included. Where particular words are followed by general words, the general words are not limited by the particular.

(I)A reference to a body other than TR PLC or TR Corporation (including any Government Agency), whether statutory or not:

(i)which ceases to exist; or

(ii)whose powers or functions are transferred to another body,

is a reference to the body which replaces it or which substantially succeeds to its powers or functions.

(J)All references to “time” are to the local time in the place where the relevant obligation is to be performed or right exercised.

(K)References to “£” and “pound” are to British pounds sterling.

(L)References to “party” or “parties” in this Guarantee or any other agreement, includes the party’s or parties’ successors and permitted assigns.

2.EFFECT OF THIS GUARANTEE

This Guarantee shall take effect on the Effective Date as a deed and it is intended that each Creditor severally shall be entitled to benefit from the terms of this Guarantee pursuant to the terms of the Contracts (Rights of Third Parties) Act 1999 save that the parties hereto shall be entitled to make any variation or rescission of its terms, in accordance with its terms (including, without limitation, pursuant to Clause 4), without the consent of any Creditor or of any third party.

3.GUARANTEE AND INDEMNITY

3.1Subject to the terms of this Guarantee, TR PLC unconditionally and irrevocably undertakes and promises to TR Corporation that it shall, as a continuing obligation, make to the Creditor to whom or to which it is owed (the “Relevant Creditor”) the proper and punctual payment of each Obligation if for any reason TR Corporation does not make such payment on its due date. If for any reason TR Corporation does not make such payment on its due date, TR PLC shall pay the amount due and unpaid to the Relevant Creditor upon written demand upon TR PLC by the Relevant Creditor. In this Clause 3, references to the Obligations include references to any part of them.

3.2The obligations of TR PLC under this Guarantee shall be continuing obligations and shall not be satisfied, discharged or affected by any intermediate payment or settlement of account.

3.3In the event that TR PLC is required to make any payment to any Creditor pursuant to Clause 3.1 and/or Clause 3.10 and does make such payment, TR Corporation

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unconditionally and irrevocably agrees by way of a full indemnity (on an after-tax basis) to reimburse TR PLC in respect of such payments, including interest thereon (payable from the date of demand for payment both before and after default and judgment) at LIBOR, plus 20 basis points per annum.

3.4A demand may not be made under this Guarantee without:

(A)a demand first having been made by the Relevant Creditor on TR Corporation; and

(B)to the extent, if any, that the terms of the relevant Obligation of TR Corporation (or the underlying obligation of the relevant Principal Debtor) require such recourse, recourse first being had to any other Person or to any security.

3.5Unless otherwise provided in this Guarantee, the liabilities and obligations of TR PLC under this Guarantee shall remain in force notwithstanding any act, omission, neglect, event or matter which would not affect or discharge the liabilities of TR Corporation owed to the Relevant Creditor. Without prejudice to its generality, the foregoing shall apply in relation to:

(A)anything which would have discharged TR PLC (wholly or in part) but not TR Corporation;

(B)anything which would have offered TR PLC (but not TR Corporation) any legal or equitable defence; and

(C)any winding-up, insolvency, dissolution and/or analogous proceeding of, or any change in constitution or corporate identity or loss of corporate identity by, TR Corporation or any other Person.

3.6Sections 3(2) and (4) of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Guarantee and accordingly:

(A)in respect of any claim against TR PLC by a Creditor, TR PLC shall not have available to it by way of defence or set-off any matter that arises from or in connection with this Guarantee, and which would have been available to TR PLC by way of defence or set-off if the proceedings had been brought against TR PLC by TR Corporation;

(B)TR PLC shall not have available to it by way of defence or set-off any matter that would have been available to it by way of defence or set-off against the Creditor if the Creditor had been a party to this Guarantee; and

(C)TR PLC shall not have available to it by way of counterclaim any matter not arising from this Guarantee that would have been available to it by way of counterclaim against the Creditor if the Creditor had been a party to this Guarantee.

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3.7Any discharge or release of any liabilities and obligations of TR PLC under this Guarantee, and any composition or arrangement which TR PLC may effect with any Creditor in respect of any such liabilities or obligations, shall be deemed to be made subject to the condition that it will be void to the extent that any or all of the payment or security which the Creditor may previously have received or may thereafter receive from any Person in respect of the relevant Obligations is set aside or reduced under any applicable law or proves to have been for any reason invalid.

3.8Without prejudice to the generality of this Clause 3, and to Clause 3.9 in particular, none of the liabilities or obligations of TR PLC under this Guarantee shall be impaired by any Creditor:

(A)agreeing with TR Corporation any composition, arrangement, variation of or departure from (however substantial) the terms of any Obligation and any such composition, arrangement, variation or departure shall, whatever its nature, be binding upon TR PLC in all circumstances; or

(B)releasing or granting any time or any indulgence whatsoever to TR Corporation.

3.9(A) Despite anything else in Clause 3, but subject to paragraph (B) below, if and to the extent that the relevant Creditor (or any Person duly acting on behalf of the relevant Creditor) at any time before or after the date of this Guarantee explicitly agrees with TR Corporation or grants to TR Corporation any discharge, release, composition, arrangement, variation, departure, time, indulgence or other limitation (whether as to amount, recourse or otherwise) of any kind in respect of any Obligation, it shall automatically operate for the benefit of, and be binding upon, TR PLC to the same extent.

(B) Despite anything else in this Guarantee (including Clause 3.8), no composition, arrangement, variation of or departure from the terms of any Obligation (or any underlying obligation of any Principal Debtor) agreed with TR Corporation or any Principal Debtor, as applicable, after termination of this Guarantee or exclusion of that Obligation from the scope of this Guarantee shall be binding on TR PLC (or extend its liabilities and obligations under this Guarantee) except to the extent, if any, that:

(i)TR PLC explicitly agrees in writing to that composition, arrangement, variation or departure at the same time as TR Corporation or that Principal Debtor; or

(ii)it reduces TR PLC’s obligations or liability under this Guarantee.

3.10Subject to Clause 3.4, as a separate, additional and continuing obligation, TR PLC unconditionally and irrevocably agrees that, should any Obligation not be recoverable from TR PLC under Clause 3.1 as a result of the Obligation becoming void, voidable or unenforceable against TR Corporation, TR PLC will, as a sole, original and independent obligor, make payment of the Obligation to the Relevant Creditor by way of a full indemnity on the due date provided for payment by the terms of the Obligation.

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3.11TR PLC shall, if requested by TR Corporation, (i) enter into agreements to act as a co-issuer or co-borrower with respect to any Obligation of TR Corporation or (ii) execute and deliver a separate guarantee agreement of any Obligation of TR Corporation, in each case, on terms satisfactory to TR PLC and TR Corporation. If TR PLC enters into such agreements with respect to any Obligation of TR Corporation, TR PLC and TR Corporation may agree that such Obligation shall be excluded from the scope of this Guarantee in accordance with Clause 4.

4.EXCLUSION OF CERTAIN OBLIGATIONS

4.1Subject to Clauses 4.2 and 4.3, TR PLC and TR Corporation may at any time agree that obligations of a particular type, or a particular obligation or particular obligations, incurred after the time at which such exclusion becomes effective shall be excluded from the scope of this Guarantee (and shall not be “Obligations” for the purpose of this Guarantee) with effect from such future time (being at least three months after the date on which notice of the relevant exclusion is given in accordance with Clause 8.2 or, where the Obligation is a particular obligation, at least five Business Days, or such shorter period as the relevant Creditor may agree, after the date on which notice of the relevant exclusion is given in accordance with Clause 4.5) as they may agree.

4.2No agreement or exclusion under Clause 4.1 shall be effective with respect to any Existing Obligation.

4.3No agreement or exclusion under Clause 4.1 shall be effective unless and until TR PLC and TR Corporation enter into a supplemental deed specifying the relevant exclusion and the time at which it is to become effective.

4.4Notice of any exclusion under Clause 4.1 of obligations of a particular type, of the time at which such exclusion is to become effective, and of the date of the related supplemental deed, shall be given by TR PLC in accordance with Clause 8.3.

4.5Notice of any exclusion under Clause 4.1 of a particular obligation and of the time at which it is to become effective shall be given to the relevant Creditor in writing addressed to that Creditor at the last address of that Creditor known to TR PLC and shall be effective when delivered to that address. It shall not be necessary for the related supplemental deed  to have been entered into before that notice is sent, nor for the notice to state the date of the related supplemental deed.

4.6TR PLC may provide a consent on behalf of TR Corporation and/or the Creditors or any of them to the capital reduction to be undertaken by it on or around    April 2008 pursuant to Part V, Chapter IV of the Companies Act 1985, and such consent may be on such terms as TR PLC may (in its absolute discretion) determine or a court may require and this Guarantee is subject to such capital reduction.

5.TERMINATION

5.1Subject to Clause 5.3, this Guarantee shall automatically terminate if, and with effect from, the same time as:

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(A)the Equalization and Governance Agreement terminates or otherwise ceases to have effect;

(B)the TR Corporation Guarantee terminates or otherwise ceases to have effect; or

(C)a resolution is passed or an order is made for the liquidation or winding up of TR Corporation or a receiver or a similar Person is appointed in respect of all its property, assets or undertakings.

5.2Subject to Clause 5.3, TR PLC may at any time terminate this Guarantee, by giving notice under Clause 8.1 with effect from such future time, if approved by a Class Rights Action (as defined in the Equalization and Governance Agreement).

5.3No termination shall be effective with respect to any Existing Obligation.

5.4Notice of any automatic termination under Clause 5.1, or of any termination under Clause  5.2 and of the time at which it became effective, shall be given by TR PLC in accordance with Clause 8.3 within 10 Business Days of such termination.

6.AMENDMENTS

6.1Subject to Clause 6.2 and Clause 6.3:

(A)any amendments to this Guarantee which are formal or technical in nature and which are not materially prejudicial to the interests of the shareholders of either TR Corporation or TR PLC or are necessary to correct any inconsistency or manifest error may be agreed between TR PLC and TR Corporation; and

(B)any other amendments to this Guarantee shall be effective only if approved by a Class Rights Action (as defined in the Equalization and Governance Agreement).

6.2No amendment under Clause 6.1 shall be effective with respect to any Existing Obligation.

6.3No amendment under Clause 6.1 shall be effective unless and until TR PLC and TR Corporation enter into a supplemental deed specifying the relevant amendment and the time at which it is to become effective.

6.4Notice of any amendment under Clause 6.1 of the time at which it is to become effective, and of the date of the related supplemental deed, shall be given by TR PLC in accordance with Clause 8.3.

7.CURRENCY

7.1All payments to be made under this Guarantee shall be made in the currency or currencies in which the Obligations are expressed to be payable by TR Corporation.

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7.2If, under any applicable law, whether as a result of a judgment against TR PLC or TR Corporation or the liquidation of TR PLC or TR Corporation or for any other reason, any payment under or in connection with this Guarantee is made or is recovered in a currency (the “other currency”) other than that in which it is required to be paid under the terms of the relevant Obligation (the “agreed currency”) then, to the extent that the payment to the Creditor (when converted at the rate of exchange on the date of payment, or in the case of a liquidation, the latest date for the determination of liabilities permitted by the applicable law) falls short of the amount due and unpaid in respect of that Obligation, TR PLC agrees that it shall, as a separate and independent obligation, fully indemnify the Creditor against the amount of the shortfall, and for the purposes of this Clause 7, “rate of exchange” means the spot rate at which the Creditor is able on the relevant date to purchase the agreed currency with the other currency.

8.NOTICES

8.1Any notice to or demand upon TR PLC under this Guarantee shall be in writing addressed to it at its principal place of business in the United Kingdom for the time being (marked for the attention of the Chief Financial Officer, with a copy sent to the General Counsel) and shall be effective when delivered to that principal place of business.

8.2Any notice to or demand upon TR Corporation under this Guarantee shall be in writing addressed to it at its principal place of business in the United States for the time being (marked for the attention of the Chief Financial Officer, with a copy sent to the General Counsel) and shall be effective when delivered to that principal place of business.

8.3Any notice by TR PLC under Clause 4.4, 5.4 or 6.4 shall be given by advertisements in the Financial Times (London Edition), the Wall Street Journal and The Globe and Mail (National Edition) (but, if at any time TR PLC determines that advertisement in such newspaper(s) is not practicable, the relevant advertisement shall instead be published in such other newspaper(s) circulating generally in the United Kingdom, the United States or Canada, as the case may be, as TR PLC shall determine). Any such notice shall be deemed given on the date of publication in such newspaper in the United Kingdom, the United States or Canada, as the case may be (or, where such advertisements are published on different dates, on the later of such dates).

8.4The original counterparts of this Guarantee and of any related supplemental deeds shall be kept at, respectively, the principal place of business in the United Kingdom for the time being of TR PLC and the principal place of business in the United States for the time being of TR Corporation and shall be available for inspection there on reasonable notice during the normal business hours of that office.

9.GENERAL

9.1Prohibition and Enforceability

Any provision of, or the application of any provision of, this Guarantee which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.

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9.2Further Assurances

TR PLC and TR Corporation shall take all steps, execute all documents and do everything reasonably required to give effect to their rights, liabilities and obligations contemplated by this Guarantee.

9.3No Novation

Neither TR PLC nor TR Corporation may novate any of their rights, liabilities or obligations under this Guarantee, in whole or in part.

9.4Counterparts

This Guarantee may be executed by the parties in separate counterparts each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Delivery by a party of an executed counterpart of a signature page to this Guarantee by electronic communication shall be effective as delivery of a manually executed counterpart of this Guarantee.

9.5Business Day

Where the day on which any thing is to be done is not a Business Day, that thing must be done on or by the Business Day following such day.

10.LAW AND JURISDICTION

10.1This Guarantee shall be governed by and construed in accordance with the laws of England.

10.2The courts of England and Wales have exclusive jurisdiction to settle any dispute in connection with this Guarantee.

10.3TR Corporation and TR PLC irrevocably submit to the jurisdiction of such courts and waive any objection to proceedings in any such court on the ground of venue or on the ground that the proceedings have been brought in an inconvenient forum.

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SCHEDULE 1

IN WITNESS WHEREOF
EXECUTED as a DEED by	)
THOMSON REUTERS PLC	)	Director
acting by two of its directors or a director and	)
secretary	)
	)	Director/Secretary
EXECUTED as a DEED by	)
THOMSON REUTERS CORPORATION (prior to the Effective Date, The Thomson Corporation)	)
acting by [and] [who, in	)
accordance with the laws of the)	)
territory in which Thomson Reuters Corporation	)
is incorporated, is/are] acting under	)	(Authorised signatory(ies))
the authority of Thomson Reuters Corporation

EX-99.6

Exhibit 99.6

DRAFT FORM

THOMSON REUTERS CORPORATION SPECIAL VOTING SHARE TRUST DEED

THIS DEED OF TRUST made as of the day of April, 2008

B E T W E E N:

THOMSON REUTERS CORPORATION,
a corporation incorporated under the laws of the Province of Ontario

(the “Settlor”)

- and -

COMPUTERSHARE TRUST COMPANY OF CANADA,
a trust company incorporated under the laws of Canada

(the “Trustee”)

RECITALS

A.The Settlor wishes to establish a trust to be known as the “Thomson Reuters Corporation Special Voting Share Trust” and has paid to the Trusteethe sum of Cdn$ (the “Settlement Amount”) on the trusts hereinafter set out.

B.It is contemplated that the Trustee shall pay the Settlement Amount to Thomson Reuters Corporation (as defined below) in subscription for one special voting share in the capital of Thomson Reuters Corporation (the “Special Voting Share”) and that the Special Voting Share shall be held on the trusts hereinafter set out.

C.The Thomson Reuters Corporation Articles (as defined below) provide that the holder of the Special Voting Share shall be entitled to receive notice of and to attend or be represented by proxy at all meetings of the shareholders of Thomson Reuters Corporation

and at any such meeting to vote, together with (except at meetings of the holder of the Special Voting Share required by Applicable Laws to be held as a separate class meeting) the holders of the Common Shares, on all matters submitted to a vote. The Thomson Reuters Corporation Articles provide further that, on each such matter, the holder of the Special Voting Share shall be entitled to exercise the following voting rights:

(a)in relation to a resolution of Thomson Reuters Corporation to approve a Joint Electorate Action, the rights:

(i)to cast such number of votes in favour of such resolution as were cast in favour of the Equivalent Resolution by holders of TR PLC Ordinary Shares at the Parallel Shareholder Meeting;

(ii)to cast such number of votes against such resolution as were cast against the Equivalent Resolution by holders of TR PLC Ordinary Shares at the Parallel Shareholder Meeting;

(iii)to withhold such number of votes from such resolution as were withheld from the Equivalent Resolution by holders of TR PLC Ordinary Shares at the Parallel Shareholder Meeting; and

(iv)to abstain from voting such number of votes in respect of such resolution as were recorded as abstentions in respect of the Equivalent Resolution by holders of TR PLC Ordinary Shares at the Parallel Shareholder Meeting;

in each case multiplied by the Equalization Ratio in effect at the time such rights are exercised and rounded up to the nearest whole number, and provided that, for greater certainty, if the holder of the Special Voting Share exercises its voting rights  in relation to any such resolution, it shall be required to exercise all, but not less than all, of such voting rights;

(b)in relation to a resolution of Thomson Reuters Corporation to approve a Class Rights Action:

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(i)if the Equivalent Resolution was approved by the requisite number (as determined in accordance with the TR PLC Articles and Applicable Laws) of the holders of TR PLC Ordinary Shares at the Parallel Shareholder Meeting, no right to cast any vote; and

(ii)if the Equivalent Resolution was not approved by the requisite number (as determined in accordance with the TR PLC Articles and Applicable Laws) of the holders of TR PLC Ordinary Shares at the Parallel Shareholder Meeting, the right to cast such number of votes against such resolution as would be sufficient to defeat it;

(c)in relation to any Procedural Resolution, no right to cast any vote; and

(d)in relation to any resolution pertaining to any matter on which the holder of the Special Voting Share is required by Applicable Laws to vote separately as a class, the right to cast one vote.

D.The Thomson Reuters Corporation Articles provide that, for the purposes of determining the number of votes the holder of the Special Voting Share is entitled to cast pursuant to subparagraphs (a) to (d) of the foregoing Recital, in the event that the holder of the TR PLC Reuters Founders Share has exercised its voting rights pursuant to paragraph 7.2 of the TR PLC Articles in relation to an Equivalent Resolution, each vote cast in favour of or against that Equivalent Resolution, withheld therefrom or recorded as an abstention in respect thereof at the Parallel Shareholder Meeting by a TR PLC Acquiring Person shall be divided by one hundred.

E.The Thomson Reuters Corporation Articles provide that at all times when the holder of the TR PLC Reuters Founders Share is entitled to exercise voting rights pursuant to paragraph 12.8 of the TR PLC Articles, the holder of the Special Voting Share shall be entitled, in relation to a resolution of Thomson Reuters Corporation to approve a Joint Electorate Action, to exercise the right to cast such number of votes in favour of and against such resolution, to withhold such number of votes therefrom and to abstain from voting such number of votes in respect thereof as were cast in favour and against the

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Equivalent Resolution, withheld therefrom or recorded as abstentions in respect thereof, respectively, by the holder of the TR PLC Reuters Founders Share at the Parallel Shareholder Meeting; and that, for avoidance of doubt, such rights of the holder of the Special Voting Share are in addition to, and shall be deemed to be exercised by the holder of the Special Voting Share upon the exercise of, its other rights pursuant to the foregoing Recital.

F.The Trustee shall enter into the Special Voting Share Agreement (as defined below) pursuant to which it will agree to exercise the voting rights attached to the Special Voting Share under the Thomson Reuters Corporation Articles on all matters submitted to a vote at meetings of shareholders of Thomson Reuters Corporation and that it will exercise no discretion as to whether, or how, to exercise the voting rights attached to the Special Voting Share.

G.Recitals A, B, C, D, and E are made as representations and statements of fact by the Settlor and not by the Trustee.

NOW THEREFORE THIS DEED OF TRUST WITNESSETH that in consideration of the mutual covenants herein contained, the Settlor and the Trustee agree that the Settlement Amount, the Special Voting Share, together with any other property that may at any time be held by the Trustee in lieu thereof (all of which is herein referred to as the “Trust Fund”) shall be held by the Trustee upon the following trusts:

ARTICLE 1.
INTERPRETATION

1.1Definitions

In this Deed (including the Recitals) the following expressions shall, unless precluded by the context, have the following meanings respectively, namely:

(a)“Beneficiaries” means the holders from time to time of issued and outstanding TR PLC Ordinary Shares;

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(b)“business day” means a day (other than a Saturday or Sunday) on which banks are generally open for business in the City of Toronto, New York or London;

(c)“default” has the meaning attributed thereto in section 6.9(d);

(d)“Equalization and Governance Agreement” means the Equalization and Governance Agreement dated as of April   , 2008 between Thomson Reuters Corporation and Thomson Reuters PLC, as the same may be amended or modified from time to time in accordance with its terms;

(e)“holder”, with respect to any shares in the capital of Thomson Reuters PLC or Thomson Reuters Corporation, means the registered holder of such shares;

(f)“reasonable administration expenses” has the meaning attributed thereto in section 5.1(a);

(g)“Settlement Amount” has the meaning attributed thereto in Recital A;

(h)“Settlor” means Thomson Reuters Corporation, as referred to above;

(i)“Special Voting Share” has the meaning attributed thereto in Recital B;

(j)“Special Voting Share Agreement” means the Special Voting Share Agreement, dated as of April   , 2008, between Thomson Reuters Corporation, Thomson Reuters PLC and the Trustee, a copy of which is attached as Schedule “A” hereto, as the same may be amended or modified from time to time in accordance with its terms;

(k)“Termination Date” means the earlier of:

(i)the day on which shall expire the period of twenty years from the death of the last survivor of the descendants living at the date of this Deed of Her Majesty Queen Elizabeth II; and

(ii)the day on which the Equalization and Governance Agreement is terminated in accordance with its terms;

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(l)“Thomson Reuters Corporation” means Thomson Reuters Corporation, a corporation incorporated and existing in accordance with the laws of the Province of Ontario;

(m)“Thomson Reuters Corporation Articles” means the articles of Thomson Reuters Corporation, as they may be amended or supplemented from time to time;

(n)“Thomson Reuters PLC” means Thomson Reuters PLC, a public limited company incorporated in England and Wales;

(o)“Trust” means the trusts set out in this Deed;

(p)“Trustee” means Computershare Trust Company of Canada while it shall be trustee hereof and such other person as shall from time to time be trustee hereof; and

(q)“Trust Fund” has the meaning attributed thereto in the statement of consideration hereto.

Expressions used but not otherwise defined in this Deed have the respective meanings attributed thereto in the Thomson Reuters Corporation Articles.

1.2          Interpretation Not Affected by Headings, etc.

The division of this Deed into Articles, sections, subsections and paragraphs, and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Deed.

1.3          Invalidity of Provisions

Each of the provisions contained in this Deed is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof.

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1.4          Governing Law

This Deed shall be governed by and construed in accordance with the laws of Province of Ontario and the federal laws of Canada applicable therein.

ARTICLE 2.
CREATION OF THE TRUST

2.1          Declaration of Trust

The Trustee acknowledges receipt of the Settlement Amount from the Settlor and agrees to hold the Settlement Amount and any other property forming the Trust Fund (including but not limited to the Special Voting Share) from time to time upon the trusts and subject to the powers and provisions contained in this Deed for the exclusive benefit of the Beneficiaries.

2.2          Irrevocable Trust

The Trust is intended and is hereby declared to be irrevocable.

2.3          Name of The Trust

The Trust created by this Deed shall be known as the “Thomson Reuters Corporation Special Voting Share Trust”.

2.4          Subscription for the Special Voting Share

Forthwith following the settlement of the Trust, the Trustee shall enter into the Special Voting Share Agreement and prior to any meeting of shareholders of Thomson Reuters Corporation following Completion (as defined in the Equalization and Governance Agreement), the Trustee shall pay the Settlement Amount to Thomson Reuters Corporation in subscription for the Special Voting Share.

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2.5          Amendment

This Deed may be amended by a written instrument executed by the Trustee, provided that Thomson Reuters Corporation consent to any such amendment, and shall be amended by such an instrument as necessary from time to time to reflect any amendments to the Thomson Reuters Corporation Articles. Notwithstanding the foregoing, no such amendment shall make the Trust revocable and no amendment shall be made that would detract from or adversely affect the Trustee’s obligation or ability to perform its obligations under the Special Voting Share Agreement.

ARTICLE 3.
NO DISTRIBUTIONS PRIOR TO THE TERMINATION DATE

3.1          No Distributions Prior to the Termination Date

Prior to the Termination Date, the Trustee shall not pay, transfer or apply the whole or any part or parts of the Trust Fund to or for the benefit of the Beneficiaries.

ARTICLE 4.
DISTRIBUTIONS ON THE TERMINATION DATE

4.1          Distribution of the Trust Fund on the Termination Date

On the Termination Date, the Trustee shall divide the Trust Fund in equal shares among the Beneficiaries; provided, however, that if the Trustee, in its sole discretion, determines that an equal division among the Beneficiaries is not economically feasible or would not provide any meaningful economic benefit to such holders, the Trustee shall pay or transfer the Trust Fund to Thomson Reuters PLC.

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ARTICLE 5.
CONCERNING THE TRUSTEE

5.1          Fees and Expenses

(a)The Trustee will have the power to incur and make payment of any charges or expenses which in the opinion of the Trustee are necessary or incidental to or proper for carrying out any of the purposes of this Deed and to pay appropriate compensation or fees (“reasonable administration expenses”) to persons with whom the Trustee has contracted or transacted business in relation thereto.

(b)The Trustee shall be entitled to recover from Thomson Reuters Corporation the reasonable administration expenses of the Trustee and to be paid by Thomson Reuters Corporation fees as agreed to between the Trustee and Thomson Reuters Corporation from time to time. Any amount due under this section 5.1 and unpaid 30 days after request for such payment shall bear interest from the expiration of such 30 days at a rate per annum equal to the rate charged by the Trustee from time to time and as agreed to between the Trustee and Thomson Reuters Corporation, payable on demand.  Such remuneration shall continue to be payable until the trusts hereof shall be finally wound up, whether or not the trusts of this Deed shall be in course of administration by or under the direction of a court. Notwithstanding the foregoing, if the trusts of this Deed shall be in course of administration by or under the direction of a court, remuneration under this section 5.1 shall be payable only if the Trustee has not resigned, been terminated or has otherwise been discharged from the trusts and powers reposed in or conferred on it by this Deed.

5.2          Termination of the Trustee’s Appointment and Appointment of Successor Trustee

(a)Subject to section 5.2(b), the Trustee’s position as trustee hereunder may be terminated by written notice to the Trustee given by Thomson Reuters Corporation, which notice shall take effect on the date specified therein (being no earlier than 30 days from the date of delivery of the notice to the Trustee) and

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shall specify the name of the successor trustee. The Trustee shall co-operate reasonably in effecting the transition to the successor trustee, who will be the Trustee for all purposes hereunder as at and from the date on which the prior Trustee’s position is terminated in accordance with the provisions of this section 5.2.

(b)The Trustee shall not be removed in accordance with section 5.2(a) until a written consent of the successor trustee to become Trustee has been delivered to Thomson Reuters Corporation.

5.3          Resignation of Trustee

(a)If the Trustee desires to resign and be discharged from the trusts and powers reposed in or conferred on it by this Deed, it shall provide not less than 60 days’ written notice thereof to Thomson Reuters PLC and Thomson Reuters Corporation.  At any time after receipt of such notice, Thomson Reuters Corporation shall appoint a successor trustee in the place and stead of the resigning Trustee.  Upon the written consent of the successor trustee to become Trustee, the resigning Trustee will be discharged from its office hereunder.

(b)If no successor trustee shall have been appointed and consented to become Trustee within 60 days after delivery of the notice provided in section 5.3(a), the Trustee may petition any court of competent jurisdiction for appointment of a successor trustee. The Trustee may charge all costs and expenses incurred by it in doing the foregoing to Thomson Reuters Corporation.

5.4          Vacancy

(a)The term of office of the Trustee shall automatically terminate and a vacancy shall occur in the event of the bankruptcy or insolvency of the Trustee or upon the substantial and continuing inability of the Trustee to exercise its duties under this Deed which has continued for 10 days.

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(b)If a vacancy occurs in the office of the Trustee for any reason, Thomson Reuters Corporation shall by written instrument appoint a successor trustee to replace the Trustee.  If Thomson Reuters Corporation fails to make such appointment within 30 days of the occurrence of any vacancy, then the Trustee may make an application to any court of competent jurisdiction for appointment of a successor trustee. The Trustee may charge all costs and expenses incurred by it in doing the foregoing to Thomson Reuters Corporation.

(c)Notwithstanding the foregoing, no vacancy shall operate to annul this Deed or affect the continuity of the Trust.

5.5          Merger, Consolidation and Amalgamation

Any company into which the Trustee may be merged or with which it may be consolidated or amalgamated, or any company resulting from any merger, consolidation or amalgamation to which the Trustee is a party, or any company to whom the Trustee may transfer its trust business, will be a successor trustee under this Deed without need of any further action and the successor trustee undertakes to provide further confirmation of such to Thomson Reuters Corporation.

5.6          Successor Trustee; Automatic Amendment

(a)Any successor trustee will become vested with all the estates, properties, rights, powers, duties, responsibilities and trusts of its predecessors in the Trust as if it had been originally named as Trustee pursuant to this Deed, but nevertheless, upon written request of Thomson Reuters Corporation or the successor trustee, the Trustee ceasing to act will, upon payment of all amounts due it under section 5.1, at the expense of the Thomson Reuters Corporation, do, make, execute, deliver or cause to be done, made, executed or delivered all such acts, documents, deeds or other instruments and things as may be necessary or desirable in order to more effectually assign, transfer and deliver to, and vest in, the successor trustee, upon the trusts herein expressed, all the rights, powers and trusts of, and all property held by the Trustee so ceasing to act.

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(b)Each successor trustee shall be bound by the terms of this Deed to which its predecessor was a party without need of any further action and the successor trustee undertakes to provide such further confirmation to the Trustee and Thomson Reuters Corporation as may be requested.

(c)Upon the Trustee ceasing to be the trustee of the Trust, this Deed will be automatically amended to delete any reference to the name of the Trustee so ceasing to be the trustee of the Trust and to substitute therefor the name of the successor trustee of the Trust.

5.7          Residency

The Trustee shall at all times be a resident of Canada for purposes of the Income Tax Act (Canada).

5.8          No Additional Assets

Neither the Settlor nor any other person may at any time add additional assets to the Trust Fund.

5.9          Confidentiality

The Trustee will treat as confidential all information relating to the Trust and the Trust Fund obtained by it in its capacity as trustee of the Trust.

5.10        Powers

The Trustee shall have such powers as are necessary to perform its obligations under this Deed and the Special Voting Share Agreement.

5.11        Duties in Connection with the Special Voting Share

For so long as the Special Voting Share forms the Trust Fund, the Trustee shall perform its obligations under the Special Voting Share Agreement.  Other than as set forth in this section 5.11, prior to the Termination Date, the Trustee’s only duty in respect of the Special Voting Share shall be to retain the Special Voting Share in trust.  For greater certainty, prior to the

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Termination Date, the Trustee shall have no power to sell or otherwise dispose of or deal with the Special Voting Share.

ARTICLE 6.
STANDARD OF CARE, LIMITATION OF LIABILITY
AND RELATED MATTERS

6.1          Standard of Care

The Trustee shall exercise its powers and carry out its obligations hereunder as Trustee honestly, in good faith and in the best interests of the Trust and the Beneficiaries and in connection therewith will exercise that degree of care, diligence, and skill that a reasonably prudent trustee would exercise in comparable circumstances.  The Trustee shall duly observe and comply with the provisions of any legislation and regulations which relate to the functions or role of the Trustee as a fiduciary hereunder.  Unless otherwise required by applicable law, the Trustee will not be required to give a certificate, surety or security in any jurisdiction for the performance of any duties or obligations hereunder.  The Trustee will not be required to devote its entire time to the Trust activities.

6.2          Limitation of Liability of the Trustee

(a)The Trustee shall have no personal liability whatsoever:

(i)in tort, contract or otherwise, in connection with the Trust Fund or the Special Voting Share Agreement, to the Beneficiaries or to any other person, for any action taken or permitted by it to be taken or for its failure to take any action including, without limitation, the failure to compel in any way any former or acting trustee of the Trust to redress any breach of trust in respect of the execution of the duties of its office or in respect of the Trust Fund or the Special Voting Share Agreement; or

(ii)for any loss or damage relating to any matter regarding the Trust, including any loss or diminution in the value of the Trust Fund,

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and no property or assets of the Trustee, owned in its personal capacity, will be subject to levy, execution, or other enforcement procedure with regard to any obligation under this Deed other than the obligations referred to in this section 6.2; provided that the foregoing limitations will not apply in respect of any action or failure to act arising from or in connection with the wilful misconduct by or gross negligence of the Trustee or failure by the Trustee to comply with the standard of care referred to in section 6.1.

(b)Except to the extent provided in this section 6.2, the Trustee will not be subject to any liability for any debts, liabilities, obligations, claims, demands, judgments, costs, charges or expenses against or with respect to the Trust, arising out of anything done or permitted by it to be done or its failure to take any action in respect of the execution of the duties of its office or for or in respect of the Trust Fund or the Special Voting Share Agreement.

6.3          Indemnification of the Trustee

The Trustee, its directors, officers, employees or agents will at all times be indemnified and saved harmless by Thomson Reuters Corporation from and against all claims whatsoever, including, without limitation, legal fees and disbursements on a solicitor client basis and costs and expenses incurred in connection with the enforcement of this indemnity, which the Trustee may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted from or in relation to the execution of its duties as Trustee or which it sustains or incurs in or about or in relation to the Trust Fund.  The foregoing provisions of this section 6.3 do not apply to the extent that in any circumstances there has been wilful misconduct or gross negligence by the Trustee or its directors, officers, employees or agents.  Notwithstanding any other provision hereof, this indemnity will survive the removal or resignation of the Trustee, the termination of this Deed and the termination of any trust created hereby.

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6.4Not Acting in Individual Capacity

In accepting the trusts hereby created, the Trustee shall be acting solely as the trustee of the Trust hereunder and not in its individual capacity except where it is expressly provided hereunder.

6.5Reliance upon Documents

The Trustee may rely and act upon and shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, bond, report, opinion, certificate or other document or paper reasonably believed by it in good faith to be genuine and reasonably believed by it in good faith to be signed by the proper party or parties.  The Trustee may accept in good faith a certified copy of a resolution of the board of directors or other governing body of any corporate body as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect.  As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Trustee may for all purposes hereof in taking action or omitting to take action rely on an officer’s certificate of the relevant party as to such fact or matter, and such officer’s certificate shall constitute full protection to the Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

6.6Reliance upon Advice

In the administration of the trusts hereunder, the Trustee may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, and may consult with and rely and act upon counsel, accountants, other professional advisors and other skilled persons selected and employed by it, and the Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or opinion within the scope of the competence of any such counsel, accountants, other professional advisors or other skilled persons and not contrary to any express and unambiguous provision in this Deed (if, as applicable, such counsel, accountants, other professional advisors or other skilled person was aware that the Trustee was receiving and relying upon advice in its capacity as the trustee of the Trust).  The Trustee shall not be liable for the default, misconduct or negligence

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of any agent or attorney appointed and supervised by it with due care and consistent with its standard of care in section 6.1.

6.7Outside Businesses

The Trustee may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Trust, and neither Thomson Reuters Corporation nor the Beneficiaries shall have any right by virtue of this Deed in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Trust, shall not be deemed wrongful or improper.  The Trustee may engage or be interested in any financial or other transaction with Thomson Reuters Corporation, Thomson Reuters PLC or the Beneficiaries, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of Thomson Reuters Corporation, Thomson Reuters PLC or the Beneficiaries.

6.8Provisions Regarding Liability

Subject to section 6.2 and section 6.4, any written instrument creating an obligation of the Trustee will be conclusively deemed to have been executed by the Trustee only in its capacity as trustee of the Trust and:

(a)any and all of the representations, warranties, undertakings, covenants, indemnities, agreements and other obligations made on the part of the Trustee therein are made and intended not as personal representations, warranties, undertakings, covenants, indemnities, agreements and other obligations by the Trustee or for the purpose or with the intention of binding the Trustee in its personal capacity and are made and intended for the purpose of binding only the property and assets of the Trust or a specific portion thereof;

(b)no property or assets of the Trustee, whether owned beneficially by it in its personal capacity or otherwise are intended to be subject to levy, execution or other enforcement procedures with regard to any of the representations,

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warranties, undertakings, covenants, indemnities, agreements and other obligations of the Trust or the Trustee thereunder; and

(c)no recourse is intended to be had or taken, directly or indirectly against the Trustee in its personal capacity, or any director, officer, employee or agent of the Trustee with regard to the representations, warranties, undertakings, covenants, indemnities, agreements and other obligations of the Trust or the Trustee thereunder.

6.9Protection of Trustee

(a)The Trustee shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any security deposited with it.

(b)Notwithstanding anything contained herein to the contrary, the Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunder.

(c)The Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof.

(d)The Trustee shall not be required to take notice of any failure by it in the exercise of its powers or the carrying out of its obligations hereunder (a “default”), unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee. In the absence of any such notice, the Trustee may for all purposes of this Deed conclusively assume that no default has been made, and no such notice shall in any way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to such default.

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ARTICLE 7.
MISCELLANEOUS

7.1Notices

(a)Any notice to the Trustee under the provisions hereof shall be valid and effective if delivered to Computershare Trust Company of Canada, 100 University Avenue, 9th Floor, North Tower, Toronto, Ontario, M5J 2Y1, Canada (attention: Manager, Corporate Trust), or if sent by facsimile transmission (with receipt confirmed) to Computershare Trust Company of Canada at 416.981.9777. The Trust may from time to time notify Thomson Reuters Corporation and Thomson Reuters PLC of a change in address or facsimile number which thereafter, until changed by like notice, shall be the address or facsimile number of the Trust for all purposes of this Deed.

(b)Any notice to Thomson Reuters Corporation under the provisions hereof shall be valid and effective if delivered to Thomson Reuters Corporation, Suite 2706, Toronto Dominion Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A1, Canada (attention: General Counsel), or if sent by facsimile transmission (with receipt confirmed) to Thomson Reuters Corporation at [fax number].  Thomson Reuters Corporation may from time to time notify the Trustee of a change in address or facsimile number which thereafter, until changed by like notice, shall be the address or facsimile number of the Thomson Reuters Corporation for all purposes of this Deed.

(c)Any notice to Thomson Reuters PLC under the provisions hereof shall be valid and effective if delivered to Thomson Reuters PLC, First Floor, The Quadrangle, 180 Wardour Street, London W1A 4YG, United Kingdom (attention: General Counsel), or if sent by facsimile transmission (with receipt confirmed) to Thomson Reuters PLC at [fax number].  Thomson Reuters PLC may from time to time notify the Trustee of a change in address or facsimile number which thereafter, until changed by like notice, shall be the address or facsimile number of the Thomson Reuters PLC for all purposes of this Deed.

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(d)All notices provided pursuant to this section 7.1 shall be deemed to have been validly given at the time of delivery or transmission if it is received by the applicable addressee prior to 4:00 p.m. (Toronto time) on a business day, failing which it shall be deemed to have been given on the next business day.

7.2Successors and Assigns

All covenants and agreements in this Deed by the Trustee shall bind and inure to the benefit of its successors and assigns, whether or not so expressed.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF the parties have hereunto executed this Deed.

SIGNED, SEALED AND DELIVERED in the presence of	)
	)
	)
	)
	)
	)	Settlor
	)
	)
	)	COMPUTERSHARE TRUST
	)	COMPANY OF CANADA
	)
	)	by:
	)	Name:
	)	Title:
	)
	)
	)	by:
	)	Name:
	)	Title:

SCHEDULE “A”

SPECIAL VOTING SHARE AGREEMENT

EX-99.7

Exhibit 99.7

DRAFT FORM

THOMSON REUTERS PLC SPECIAL VOTING SHARE TRUST DEED

THIS DEED OF TRUST made as of the   day of April, 2008

B E T W E E N:

THOMSON REUTERS CORPORATION,
a corporation incorporated under the laws of the Province of Ontario

(the “Settlor”)

– and –

COMPUTERSHARE TRUST COMPANY OF CANADA,
a trust company incorporated under the laws of Canada

(the “Trustee”)

RECITALS

A.The Settlor wishes to establish a trust to be known as the “Thomson Reuters PLC Special Voting Share Trust” and has paid to the Trusteethe sum of £500,000 (five hundred thousand pounds) (the “Settlement Amount”) on the trusts hereinafter set out.

B.It is contemplated that the Trustee shall pay the Settlement Amount to Thomson Reuters PLC (as defined below) in subscription for one special voting share of £500,000 (five hundred thousand pounds) in the capital of Thomson Reuters PLC (the “Special Voting Share”) and that the Special Voting Share shall be held on the trusts hereinafter set out.

C.The Thomson Reuters PLC Articles (as defined below) provide that the holder of the Special Voting Share shall be entitled to receive notice of and to attend or be represented by proxy at all meetings of the shareholders of Thomson Reuters PLC and at any such

meeting to vote, together with (except at meetings of the holder of the Special Voting Share required by Applicable Laws to be held as a separate class meeting) the holders of the Ordinary Shares, on all matters submitted to a vote. The Thomson Reuters PLC Articles provide further that, on each such matter, the holder of the Special Voting Share shall be entitled to exercise the following voting rights:

(a)in relation to a resolution of Thomson Reuters PLC to approve a Joint Electorate Action, the rights:

(i)to cast such number of votes in favour of such resolution as were cast in favour of the Equivalent Resolution by holders of TR Corporation Common Shares at the Parallel Shareholder Meeting;

(ii)to cast such number of votes against such resolution as were cast against the Equivalent Resolution by holders of TR Corporation Common Shares at the Parallel Shareholder Meeting;

(iii)to withhold such number of votes from such resolution as were withheld from the Equivalent Resolution by holders of TR Corporation Common Shares at the Parallel Shareholder Meeting; and

(iv)to abstain from voting such number of votes in respect of such resolution as were recorded as abstentions in respect of the Equivalent Resolution by holders of TR Corporation Common Shares at the Parallel Shareholder Meeting;

in each case divided by the Equalization Ratio in effect at the time such rights are exercised and rounded up to the nearest whole number, and provided that, for greater certainty, if the holder of the Special Voting Share exercises its voting rights  in relation to any such resolution, it shall be required to exercise all, but not less than all, of such voting rights;

(b)in relation to a resolution of Thomson Reuters PLC to approve a Class Rights Action:

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(i)if the Equivalent Resolution was approved by the requisite number (as determined in accordance with the TR Corporation Articles, the TR Corporation By-Laws and Applicable Laws) of the holders of TR Corporation Common Shares at the Parallel Shareholder Meeting, no right to cast any vote; and

(ii)if the Equivalent Resolution was not approved by the requisite number (as determined in accordance with the TR Corporation Articles, the TR Corporation By-Laws and Applicable Laws) of the holders of TR Corporation Common Shares at the Parallel Shareholder Meeting, the right to cast such number of votes against such resolution as would be sufficient to defeat it;

(c)in relation to any Procedural Resolution, no right to cast any vote; and

(d)in relation to any resolution pertaining to any matter on which the holder of the Special Voting Share is required by Applicable Laws to vote separately as a class, the right to cast one vote.

D.The Thomson Reuters PLC Articles provide that, for the purposes of determining the number of votes the holder of the Special Voting Share is entitled to cast pursuant to subparagraphs (a) to (d) of the foregoing Recital, in the event that the holder of the TR Corporation Reuters Founders Share has exercised its voting rights pursuant to Section 1.6.6(b) of the TR Corporation Articles in relation to an Equivalent Resolution, each vote cast in favour of or against that Equivalent Resolution, withheld therefrom or recorded as an abstention in respect thereof at the Parallel Shareholder Meeting by a TR Corporation Acquiring Person shall be divided by one hundred.

E.The Thomson Reuters PLC Articles provide that at all times when the holder of the TR Corporation Reuters Founders Share is entitled to exercise voting rights pursuant to Section 1.6.7(d) of the TR Corporation Articles, the holder of the Special Voting Share shall be entitled, in relation to a resolution of Thomson Reuters PLC to approve a Joint Electorate Action, to exercise the right to cast such number of votes in favour of and

3

against such resolution, to withhold such number of votes therefrom and to abstain from voting such number of votes in respect thereof as were cast in favour and against the Equivalent Resolution, withheld therefrom or recorded as abstentions in respect thereof, respectively, by the holder of the TR Corporation Reuters Founders Share at the Parallel Shareholder Meeting; and that, for avoidance of doubt, such rights of the holder of the Special Voting Share are in addition to, and shall be deemed to be exercised by the holder of the Special Voting Share upon the exercise of, its other rights pursuant to the foregoing Recital.

F.The Trustee shall enter into the Special Voting Share Agreement (as defined below) pursuant to which it will agree to exercise the voting rights attached to the Special Voting Share under the Thomson Reuters PLC Articles on all matters submitted to a vote at meetings of shareholders of Thomson Reuters PLC and that it will exercise no discretion as to whether, or how, to exercise the voting rights attached to the Special Voting Share.

G.Recitals A, B, C, D, and E are made as representations and statements of fact by the Settlor and not by the Trustee.

NOW THEREFORE THIS DEED OF TRUST WITNESSETH that in consideration of the mutual covenants herein contained, the Settlor and the Trustee agree that the Settlement Amount, the Special Voting Share, together with any other property that may at any time be held by the Trustee in lieu thereof (all of which is herein referred to as the “Trust Fund”) shall be held by the Trustee upon the following trusts:

ARTICLE 1.
INTERPRETATION

1.1          Definitions

In this Deed (including the Recitals) the following expressions shall, unless precluded by the context, have the following meanings respectively, namely:

(a)“Admission” has the meaning attributed thereto in section 2.4;

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(b)“Beneficiaries” means the holders from time to time of issued and outstanding TR Corporation Common Shares;

(c)“business day” means a day (other than a Saturday or Sunday) on which banks are generally open for business in the City of Toronto, New York or London;

(d)“Code” means the United States Internal Revenue Code of 1986, as amended, and Treasury Regulations promulgated thereunder;

(e)“Deal”, in relation to the Trust Fund or an interest in the Trust Fund or the rights attaching to the Trust Fund, means to transfer, assign (by operation of law or otherwise), convey, create an Encumbrance over or otherwise deal (or agree to do any of those things) with such Trust Fund or interest or rights in any way whatsoever and the word “Dealing” and similar words have corresponding meanings;

(f)“default” has the meaning attributed thereto in section 6.9(d);

(g)“Encumbrance” means an interest or power:

(i)reserved in or over any interest in any asset (including shares) including any retention of title; or

(ii)created or otherwise arising in or over any interest in any asset (including shares) under a bill of sale, mortgage, charge, lien, pledge, trust or power, by way of security for the payment of debt or any other monetary obligation or the performance of any other obligation and whether existing or agreed to be granted or created;

(h)“Equalization and Governance Agreement” means the Equalization and Governance Agreement dated as of  April   , 2008 between Thomson Reuters Corporation and Thomson Reuters PLC, as the same may be amended or modified from time to time in accordance with its terms;

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(i)“holder”, with respect to any shares in the capital of Thomson Reuters PLC or Thomson Reuters Corporation, means the registered holder of such shares;

(j)“Investment Company Act” means the United States Investment Company Act of 1940 and the rules and regulations promulgated thereunder;

(k)“reasonable administration expenses” has the meaning attributed thereto in section 5.1(a);

(l)“Settlement Amount” has the meaning attributed thereto in Recital A;

(m)“Settlor” means Thomson Reuters Corporation, as referred to above;

(n)“Special Voting Share” has the meaning attributed thereto in Recital B;

(o)“Special Voting Share Agreement” means the Special Voting Share Agreement, dated as of April   , 2008, between Thomson Reuters Corporation, Thomson Reuters PLC and the Trustee, a copy of which is attached as Schedule “A” hereto, as the same may be amended or modified from time to time in accordance with its terms;

(p)“Termination Date” means the earlier of:

(i)the day on which shall expire the period of twenty years from the death of the last survivor of the descendants living at the date of this Deed of Her Majesty Queen Elizabeth II; and

(ii)the day on which the Equalization and Governance Agreement is terminated in accordance with its terms;

(q)“Thomson Reuters Corporation” means Thomson Reuters Corporation, a corporation incorporated and existing in accordance with the laws of the Province of Ontario;

(r)“Thomson Reuters PLC” means Thomson Reuters PLC, a public limited company incorporated in England and Wales;

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(s)“Thomson Reuters PLC Articles” means the articles of association of Thomson Reuters PLC, as they may be amended or supplemented from time to time;

(t)“Trust” means the trusts set out in this Deed;

(u)“Trustee” means Computershare Trust Company of Canada while it shall be trustee hereof and such other person as shall from time to time be trustee hereof; and

(v)“Trust Fund” has the meaning attributed thereto in the statement of consideration hereto.

Expressions used but not otherwise defined in this Deed have the respective meanings attributed thereto in the Thomson Reuters PLC Articles.

1.2          Interpretation Not Affected by Headings, etc.

The division of this Deed into Articles, sections, subsections and paragraphs, and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Deed.

1.3          Invalidity of Provisions

Each of the provisions contained in this Deed is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof.

1.4          Governing Law

This Deed shall be governed by and construed in accordance with the laws of Province of Ontario and the federal laws of Canada applicable therein.

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ARTICLE 2.
CREATION OF THE TRUST

2.1          Declaration of Trust

The Trustee acknowledges receipt of the Settlement Amount from the Settlor and agrees to hold the Settlement Amount and any other property forming the Trust Fund (including but not limited to the Special Voting Share) from time to time upon the trusts and subject to the powers and provisions contained in this Deed for the exclusive benefit of the Beneficiaries.

2.2          Irrevocable Trust

The Trust is intended and is hereby declared to be irrevocable.

2.3          Name of The Trust

The Trust created by this Deed shall be known as the “Thomson Reuters PLC Special Voting Share Trust”.

2.4          Subscription for the Special Voting Share

Forthwith following the settlement of the Trust, the Trustee shall enter into the Special Voting Share Agreement and, after the date of admission of the ordinary share capital of Thomson Reuters PLC to listing on the Official List of the United Kingdom Listing Authority (“Admission”) but not later than the record date for the first general meeting of the ordinary shareholders of Thomson Reuters PLC following Admission, the Trustee shall pay the Settlement Amount to Thomson Reuters PLC in subscription for the Special Voting Share.

2.5          Beneficial Interests

The Trust shall consist of a single class of beneficial interests each of which (upon execution of the Special Voting Share Agreement) shall correspond to an issued and outstanding TR Corporation Common Share. Each of the beneficial interests represents an identical, undivided interest in the Trust Fund held by the Trustee upon trust for the benefit of the Beneficiaries.

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2.6          Amendment

(a)This Deed may be amended from time to time in writing by Thomson Reuters Corporation and the Trustee without the consent of any of the Beneficiaries:

(i)if such amendment does not materially and adversely affect the rights of any Beneficiary under this Deed;

(ii)to cure any ambiguity or to correct or supplement any provision in this Deed which may be defective or inconsistent with any other provision in this Deed or the Thomson Reuters PLC Articles;

(iii)to add to the covenants, restrictions or obligations for the benefit of the Beneficiaries;

(iv)to comply with requirements of the law governing this Deed;

(v)to comply with any requirements imposed by the Code or to qualify the Trust as a “grantor trust” under Subpart E, Part I of Subchapter J of the Code;

(vi)to amend or waive the terms of section 6.2 in any manner which shall not adversely affect the Beneficiaries in any material respect; or

(vii)to evidence and provide for the acceptance of appointment under this Deed by a successor trustee.

(b)This Deed may otherwise be amended in writing by Thomson Reuters Corporation and the Trustee with the consent of the Beneficiaries. A consent by the Beneficiaries under this section 2.6(b) shall be deemed to have been given if the amendment is approved by a majority of the votes cast by holders of Thomson Reuters Corporation Common Shares present in person or represented by proxy and entitled to vote at a meeting of shareholders of Thomson Reuters Corporation called to consider such amendment.

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(c)Notwithstanding anything in this section 2.6, no amendment to this Deed shall be made or effective if it would:

(i)cause the Trust not to be classified for U.S. federal, state and local income tax purposes either as an agency or as an “investment trust” under the Code and Treasury Regulation 301.7701-4 (c) and, without limitation, as a grantor trust under Subpart E, Part 1 of Subchapter J of the Code pursuant to which the Beneficiaries would be considered to own the Trust Fund for U.S. federal, state and local income tax purposes, and not as a trust or association taxable as a corporation or as a partnership;

(ii)make the Trust revocable; or

(iii)detract from or adversely affect the Trustee’s obligation or ability to perform its obligations under the Special Voting Share Agreement.

ARTICLE 3.
NO DISTRIBUTIONS PRIOR TO THE TERMINATION DATE

3.1          No Distributions Prior to the Termination Date

Prior to the Termination Date, the Trustee shall not pay, transfer or apply the whole or any part or parts of the Trust Fund to or for the benefit of the Beneficiaries; provided, however, that in the event the Trust derives income, the Trustee shall, from time to time and at any time prior to the Termination Date, distribute to or pay or apply to or for the use or benefit of the Beneficiaries, pro rata, according to their respective interests in the Trust Fund, the net income of the Trust, as soon as practicable after the receipt of such income.

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ARTICLE 4.
DISTRIBUTIONS ON THE TERMINATION DATE

4.1          Distribution of the Trust Fund on the Termination Date

On the Termination Date, the Trusteeshall divide the Trust Fund and distribute, or otherwise make available, the Trust Fund to and among the Beneficiaries, pro rata, in accordance with their respective beneficial interests therein.

ARTICLE 5.
CONCERNING THE TRUSTEE

5.1          Fees and Expenses

(a)The Trustee will have the power to incur and make payment of any charges or expenses which in the opinion of the Trustee are necessary or incidental to or proper for carrying out any of the purposes of this Deed and to pay appropriate compensation or fees (“reasonable administration expenses”) to persons with whom the Trustee has contracted or transacted business in relation thereto.

(b)The Trustee shall be entitled to recover from Thomson Reuters Corporation the reasonable administration expenses of the Trustee and to be paid by Thomson Reuters Corporation fees as agreed to between the Trustee and Thomson Reuters Corporation from time to time. Any amount due under this section 5.1 and unpaid 30 days after request for such payment shall bear interest from the expiration of such 30 days at a rate per annum equal to the rate charged by the Trustee from time to time and as agreed to between the Trustee and Thomson Reuters Corporation, payable on demand.  Such remuneration shall continue to be payable until the trusts hereof shall be finally wound up, whether or not the trusts of this Deed shall be in course of administration by or under the direction of a court. Notwithstanding the foregoing, if the trusts of this Deed shall be in course of administration by or under the direction of a court, remuneration under this section 5.1 shall be payable only if the Trustee has not resigned, been terminated

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or has otherwise been discharged from the trusts and powers reposed in or conferred on it by this Deed.

5.2          Termination of the Trustee’s Appointment and Appointment of Successor Trustee

(a)Subject to section 5.2(b), the Trustee’s position as trustee hereunder may be terminated by written notice to the Trustee given by Thomson Reuters Corporation, which notice shall take effect on the date specified therein (being no earlier than 30 days from the date of delivery of the notice to the Trustee) and shall specify the name of the successor trustee. The Trustee shall co-operate reasonably in effecting the transition to the successor trustee, who will be the Trustee for all purposes hereunder as at and from the date on which the prior Trustee’s position is terminated in accordance with the provisions of this section 5.2.

(b)The Trustee shall not be removed in accordance with section 5.2(a) until a written consent of the successor trustee to become Trustee has been delivered to Thomson Reuters Corporation.

5.3          Resignation of Trustee

(a)If the Trustee desires to resign and be discharged from the trusts and powers reposed in or conferred on it by this Deed, it shall provide not less than 60 days’ written notice thereof to Thomson Reuters Corporation and Thomson Reuters PLC.  At any time after receipt of such notice, Thomson Reuters Corporation shall appoint a successor trustee in the place and stead of the resigning Trustee.  Upon the written consent of the successor trustee to become Trustee, the resigning Trustee will be discharged from its office hereunder.

(b)If no successor trustee shall have been appointed and consented to become Trustee within 60 days after delivery of the notice provided in section 5.3(a), the Trustee may petition any court of competent jurisdiction for appointment of a successor trustee.  The Trustee may charge all costs and expenses incurred by it in doing the foregoing to Thomson Reuters Corporation.

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5.4          Vacancy

(a)The term of office of the Trustee shall automatically terminate and a vacancy shall occur in the event of the bankruptcy or insolvency of the Trustee or upon the substantial and continuing inability of the Trustee to exercise its duties under this Deed which has continued for 10 days.

(b)If a vacancy occurs in the office of the Trustee for any reason, Thomson Reuters Corporation shall by written instrument appoint a successor trustee to replace the Trustee.  If Thomson Reuters Corporation fails to make such appointment within 30 days of the occurrence of any vacancy, then the Trustee may make an application to any court of competent jurisdiction for appointment of a successor trustee. The Trustee may charge all costs and expenses incurred by it in doing the foregoing to Thomson Reuters Corporation.

(c)Notwithstanding the foregoing, no vacancy shall operate to annul this Deed or affect the continuity of the Trust.

5.5          Merger, Consolidation and Amalgamation

Any company into which the Trustee may be merged or with which it may be consolidated or amalgamated, or any company resulting from any merger, consolidation or amalgamation to which the Trustee is a party, or any company to whom the Trustee may transfer its trust business, will be a successor trustee under this Deed without need of any further action and the successor trustee undertakes to provide further confirmation of such to Thomson Reuters Corporation.

5.6          Successor Trustee; Automatic Amendment

(a)Any successor trustee will become vested with all the estates, properties, rights, powers, duties, responsibilities and trusts of its predecessors in the Trust as if it had been originally named as Trustee pursuant to this Deed, but nevertheless, upon written request of Thomson Reuters Corporation or the successor trustee, the Trustee ceasing to act will, upon payment of all amounts due it under section 5.1,

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at the expense of the Thomson Reuters Corporation, do, make, execute, deliver or cause to be done, made, executed or delivered all such acts, documents, deeds or other instruments and things as may be necessary or desirable in order to more effectually assign, transfer and deliver to, and vest in, the successor trustee, upon the trusts herein expressed, all the rights, powers and trusts of, and all property held by the Trustee so ceasing to act.

(b)Each successor trustee shall be bound by the terms of this Deed to which its predecessor was a party without need of any further action and the successor trustee undertakes to provide such further confirmation to the Trustee and Thomson Reuters Corporation as may be requested.

(c)Upon the Trustee ceasing to be the trustee of the Trust, this Deed will be automatically amended to delete any reference to the name of the Trustee so ceasing to be the trustee of the Trust and to substitute therefor the name of the successor trustee of the Trust.

5.7          Residency

The Trustee shall at all times be a resident of Canada for purposes of the Income Tax Act (Canada).

5.8          No Additional Assets

Neither the Settlor nor any other person may at any time add additional assets to the Trust Fund.

5.9          Confidentiality

The Trustee will treat as confidential all information relating to the Trust and the Trust Fund obtained by it in its capacity as trustee of the Trust.

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5.10        Powers

The Trustee shall administer the Trust Fund for the benefit of the Beneficiaries. In administering the Trust Fund, the Trustee shall have such powers as are necessary to perform its obligations under this Deed and the Special Voting Share Agreement; provided, however, that the Trustee shall not engage in any activity, in relation to the Trust, other than as required or authorized by this Deed.  In particular, the Trustee shall not and shall not cause the Trust to:

(a)invest any proceeds (if any) received by the Trustee from holding the Trust Fund, but shall promptly distribute all such proceeds to the Beneficiaries pursuant to the terms of this Deed, except as allowed pursuant to the principles set forth in Rev. Rul. 75-192 1975-1 C.B. 384, as amended or modified by subsequent changes in applicable law;

(b)except as required by this Deed or the Thomson Reuters PLC Articles, Deal in the Trust Fund, including without limitation the Special Voting Share;

(c)acquire any assets other than as expressly provided herein;

(d)vary the investment of the Trust or engage in any business or activity which would cause the Trust to be required to be registered under the Investment Company Act or which would cause the Trust to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes;

(e)incur any indebtedness for borrowed money or issue any other debt;

(f)issue any additional class of indebtedness for borrowed money or issue any other debt; or

(g)issue any additional class of beneficial interest in the Trust.

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5.11        Duties in Connection with the Special Voting Share

For so long as the Special Voting Share forms the Trust Fund, the Trustee shall perform its obligations under the Special Voting Share Agreement.  Other than as set forth in this section 5.11, prior to the Termination Date, the Trustee’s only duty in respect of the Special Voting Share shall be to retain the Special Voting Share in trust.  For greater certainty, prior to the Termination Date, the Trustee shall have no power to Deal with the Special Voting Share.

5.12        Tax Treatment

Subject to section 5.11, the Trustee shall always act in a manner that permits the Trust to be classified for U.S. federal, state and local income tax purposes either as an agency or as an “investment trust” under the Code and Treasury Regulation 301.7701-4 (c) and, without limitation, as a grantor trust under Subpart E, Part I of Subchapter J of the Code for U.S. federal, state and local income tax purposes, and not as a trust or association taxable as a corporation or as a partnership.  The provisions of this Deed shall be interpreted to further this intent and powers granted as well as obligations undertaken pursuant to this Deed shall be construed so as to further such intent.

5.13        Information Reporting and Withholding

The Trustee shall comply with United States federal withholding and backup withholding tax laws and information reporting requirements with respect to any payment to Beneficiaries in respect of the Trust.

Article 6.
STANDARD OF CARE, LIMITATION OF LIABILITY
AND RELATED MATTERS

6.1          Standard of Care

The Trustee shall exercise its powers and carry out its obligations hereunder as Trustee honestly, in good faith and in the best interests of the Trust and the Beneficiaries and in connection therewith will exercise that degree of care, diligence, and skill that a reasonably prudent trustee would exercise in comparable circumstances. The Trustee shall duly observe and

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comply with the provisions of any legislation and regulations which relate to the functions or role of the Trustee as a fiduciary hereunder.  Unless otherwise required by applicable law, the Trustee will not be required to give a certificate, surety or security in any jurisdiction for the performance of any duties or obligations hereunder.  The Trustee will not be required to devote its entire time to the Trust activities.

6.2          Limitation of Liability of the Trustee

(a)The Trustee shall have no personal liability whatsoever:

(i)in tort, contract or otherwise, in connection with the Trust Fund or the Special Voting Share Agreement, to the Beneficiaries or to any other person, for any action taken or permitted by it to be taken or for its failure to take any action including, without limitation, the failure to compel in any way any former or acting trustee of the Trust to redress any breach of trust in respect of the execution of the duties of its office or in respect of the Trust Fund or the Special Voting Share Agreement; or

(ii)for any loss or damage relating to any matter regarding the Trust, including any loss or diminution in the value of theTrust Fund,

and no property or assets of the Trustee, owned in its personal capacity, will be subject to levy, execution, or other enforcement procedure with regard to any obligation under this Deed other than the obligations referred to in this section 6.2; provided that the foregoing limitations will not apply in respect of any action or failure to act arising from or in connection with the wilful misconduct by or gross negligence of the Trustee or failure by the Trustee to comply with the standard of care referred to in section 6.1.

(b)Except to the extent provided in this section 6.2, the Trustee will not be subject to any liability for any debts, liabilities, obligations, claims, demands, judgments, costs, charges or expenses against or with respect to the Trust, arising out of anything done or permitted by it to be done or its failure to take any action in

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respect of the execution of the duties of its office or for or in respect of the Trust Fund or the Special Voting Share Agreement.

6.3          Indemnification of the Trustee

The Trustee, its directors, officers, employees or agents will at all times be indemnified and saved harmless by Thomson Reuters Corporation from and against all claims whatsoever, including, without limitation, legal fees and disbursements on a solicitor client basis and costs and expenses incurred in connection with the enforcement of this indemnity, which the Trustee may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted from or in relation to the execution of its duties as Trustee or which it sustains or incurs in or about or in relation to the Trust Fund.  The foregoing provisions of this section 6.3 do not apply to the extent that in any circumstances there has been wilful misconduct or gross negligence by the Trustee or its directors, officers, employees or agents.  Notwithstanding any other provision hereof, this indemnity will survive the removal or resignation of the Trustee, the termination of this Deed and the termination of any trust created hereby.

6.4          Not Acting in Individual Capacity

In accepting the trusts hereby created, the Trustee shall be acting solely as the trustee of the Trust hereunder and not in its individual capacity except where it is expressly provided hereunder.

6.5          Reliance upon Documents

The Trustee may rely and act upon and shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, bond, report, opinion, certificate or other document or paper reasonably believed by it in good faith to be genuine and reasonably believed by it in good faith to be signed by the proper party or parties.  The Trustee may accept in good faith a certified copy of a resolution of the board of directors or other governing body of any corporate body as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect.  As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Trustee may for all

18

purposes hereof in taking action or omitting to take action rely on an officer's certificate of the relevant party as to such fact or matter, and such officer's certificate shall constitute full protection to the Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

6.6          Reliance upon Advice

In the administration of the trusts hereunder, the Trustee may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys, and may consult with and rely and act upon counsel, accountants, other professional advisors and other skilled persons selected and employed by it, and the Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or opinion within the scope of the competence of any such counsel, accountants, other professional advisors or other skilled persons and not contrary to any express and unambiguous provision in this Deed (if, as applicable, such counsel, accountants, other professional advisors or other skilled person was aware that the Trustee was receiving and relying upon advice in its capacity as the trustee of the Trust).  The Trustee shall not be liable for the default, misconduct or negligence of any agent or attorney appointed and supervised by it with due care and consistent with its standard of care in section 6.1.

6.7          Outside Businesses

The Trustee may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Trust, and neither Thomson Reuters Corporation nor the Beneficiaries shall have any right by virtue of this Deed in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Trust, shall not be deemed wrongful or improper.  The Trustee may engage or be interested in any financial or other transaction with Thomson Reuters Corporation, Thomson Reuters PLC or the Beneficiaries, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of Thomson Reuters Corporation, Thomson Reuters PLC or the Beneficiaries.

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6.8          Provisions Regarding Liability

Subject to section 6.2 and section 6.4, any written instrument creating an obligation of the Trustee will be conclusively deemed to have been executed by the Trustee only in its capacity as trustee of the Trust and:

(a)any and all of the representations, warranties, undertakings, covenants, indemnities, agreements and other obligations made on the part of the Trustee therein are made and intended not as personal representations, warranties, undertakings, covenants, indemnities, agreements and other obligations by the Trustee or for the purpose or with the intention of binding the Trustee in its personal capacity and are made and intended for the purpose of binding only the property and assets of the Trust or a specific portion thereof;

(b)no property or assets of the Trustee, whether owned beneficially by it in its personal capacity or otherwise are intended to be subject to levy, execution or other enforcement procedures with regard to any of the representations, warranties, undertakings, covenants, indemnities, agreements and other obligations of the Trust or the Trustee thereunder; and

(c)no recourse is intended to be had or taken, directly or indirectly against the Trustee in its personal capacity, or any director, officer, employee or agent of the Trustee with regard to the representations, warranties, undertakings, covenants, indemnities, agreements and other obligations of the Trust or the Trustee thereunder.

6.9          Protection of Trustee

(a)The Trustee shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any security deposited with it.

(b)Notwithstanding anything contained herein to the contrary, the Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in

20

the performance of any of its duties or in the exercise of any of its rights or powers hereunder.

(c)The Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof.

(d)The Trustee shall not be required to take notice of any failure by it in the exercise of its powers or the carrying out of its obligations hereunder (a “default”), unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee. In the absence of any such notice, the Trustee may for all purposes of this Deed conclusively assume that no default has been made, and no such notice shall in any way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to such default.

ARTICLE 7.
MISCELLANEOUS

7.1          Notices

(a)Any notice to the Trustee under the provisions hereof shall be valid and effective if delivered to Computershare Trust Company of Canada, 100 University Avenue, 9th Floor, North Tower, Toronto, Ontario, M5J 2Y1, Canada (attention: Manager, Corporate Trust), or if sent by facsimile transmission (with receipt confirmed) to Computershare Trust Company of Canada at 416.981.9777. The Trust may from time to time notify Thomson Reuters Corporation and Thomson Reuters PLC of a change in address or facsimile number which thereafter, until changed by like notice, shall be the address or facsimile number of the Trust for all purposes of this Deed.

(b)Any notice to Thomson Reuters Corporation under the provisions hereof shall be valid and effective if delivered to Thomson Reuters Corporation, Suite 2706, Toronto Dominion Bank Tower, Toronto-Dominion Centre, Toronto, Ontario,

21

M5K 1A1, Canada (attention: General Counsel), or if sent by facsimile transmission (with receipt confirmed) to Thomson Reuters Corporation at [fax number].  Thomson Reuters Corporation may from time to time notify the Trustee of a change in address or facsimile number which thereafter, until changed by like notice, shall be the address or facsimile number of the Thomson Reuters Corporation for all purposes of this Deed.

(c)Any notice to Thomson Reuters PLC under the provisions hereof shall be valid and effective if delivered to Thomson Reuters PLC, First Floor, The Quadrangle, 180 Wardour Street, London W1A 4YG, United Kingdom (attention: General Counsel), or if sent by facsimile transmission (with receipt confirmed) to Thomson Reuters PLC at [fax number].  Thomson Reuters PLC may from time to time notify the Trustee of a change in address or facsimile number which thereafter, until changed by like notice, shall be the address or facsimile number of the Thomson Reuters PLC for all purposes of this Deed.

(d)All notices provided pursuant to this section 7.1 shall be deemed to have been validly given at the time of delivery or transmission if it is received by the applicable addressee prior to 4:00 p.m. (Toronto time) on a business day, failing which it shall be deemed to have been given on the next business day.

7.2          Successors and Assigns

All covenants and agreements in this Deed by the Trustee shall bind and inure to the benefit of its successors and assigns, whether or not so expressed.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF the parties have hereunto executed this Deed.

SIGNED, SEALED AND DELIVERED in the presence of	)
	)
	)
	)
	)
	)	Settlor
	)	COMPUTERSHARE TRUST COMPANY OF CANADA
	)
	)
	)	by:
	)	Name:
	)	Title:
	)
	)
	)	by:
	)	Name:
	)	Title:

SCHEDULE “A”

SPECIAL VOTING SHARE AGREEMENT

EX-99.8

Exhibit 99.8

DRAFT FORM

THOMSON REUTERS CORPORATION

— and —

THOMSON REUTERS PLC

— and —

COMPUTERSHARE TRUST COMPANY OF CANADA

SPECIAL VOTING SHARE AGREEMENT

April , 2008

THIS AGREEMENT (the “Agreement”) is dated as of April , 2008

B E T W E E N

THOMSON REUTERS CORPORATION, an Ontario corporation having its registered office at Suite 2706, Toronto—Dominion Bank Tower, Toronto—Dominion Centre, Toronto, Ontario M5K 1A1, Canada

(“Thomson Reuters Corporation”)

— and —

THOMSON REUTERS PLC, a company incorporated in England and Wales (Registered No 6141013) and having its registered office at First Floor, The Quadrangle, 180 Wardour Street, London, W1A 4YG, United Kingdom

(“Thomson Reuters PLC”)

— and —

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada having its registered office at 100 University Avenue, 9th Floor, North Tower, Toronto, Ontario M5J 2Y1, Canada

(the “Trustee”)

RECITALS

A.Thomson Reuters Corporation and Reuters Group PLC (“Reuters”) are parties to the Implementation Agreement pursuant to which Thomson Reuters Corporation has agreed to acquire Reuters by implementing the DLC Structure.

B.The Trustee will hold the Thomson Reuters Corporation Special Voting Share (as defined below) under the terms of the TR Corporation Special Voting Share Trust Deed and will hold the Thomson Reuters PLC Special Voting Share (as defined below) under the terms of the TR PLC Special Voting Share Trust Deed.

C.The Trustee has agreed to perform its obligations under this Agreement in connection with its holding of the Thomson Reuters Corporation Special Voting Share and the Thomson Reuters PLC Special Voting Share.

D.Recitals A and B are made as representations and statements of fact by Thomson Reuters Corporation and Thomson Reuters PLC and not by the Trustee.

NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows.

ARTICLE 1
DEFINITIONS AND INTERPRETATION

1.1Definitions

(a)In this Agreement:

(i)“default” has the meaning attributed thereto in section 3.7(d);

(ii)“Equalization Agreement” means the Equalization and Governance Agreement, dated as of April , 2008, between Thomson Reuters Corporation and Thomson Reuters PLC;

(iii)“Equivalent Resolution” means, in relation to a resolution of Thomson Reuters Corporation, a resolution of Thomson Reuters PLC that is certified by a duly authorized officer of Thomson Reuters PLC as equivalent in nature and effect to such resolution of Thomson Reuters Corporation and, in relation to Thomson Reuters PLC, a resolution of Thomson Reuters Corporation that is certified by a duly authorized officer of Thomson Reuters Corporation as equivalent in nature and effect to such resolution of Thomson Reuters PLC;

(iv)“Parallel Shareholder Meeting” means, in relation to a meeting of the shareholders of Thomson Reuters Corporation or Thomson Reuters PLC (the “first-mentioned company”), any meeting of the shareholders of the other company (the “second-mentioned company”) which is:

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(A)nearest in time to, or is contemporaneous with, such meeting of the shareholders of the first-mentioned company and at which some or all of the Equivalent Resolutions are to be considered; or

(B)designated by the board of directors of the second-mentioned company as the parallel meeting of shareholders of the second-mentioned company in respect of such meeting of shareholders of the first-mentioned company;

(v)“Privacy Laws” has the meaning attributed thereto in section 4.3;

(vi)“Thomson Reuters Corporation Special Voting Share” means the special voting share in Thomson Reuters Corporation, from and after the time such share has been validly issued; and

(vii)“Thomson Reuters PLC Special Voting Share” means the special voting share of £500,000 (five hundred thousand pounds) in Thomson Reuters PLC, from and after the time such share has been validly allotted and issued.

(b)Capitalized terms in this Agreement not otherwise defined are as defined herein in the Equalization and Governance Agreement.

(c)Headings are for convenience only and do not affect interpretation.  The rules of interpretation set out in Section 1.2 of the Equalization and Governance Agreement apply mutatis mutandis in this Agreement unless the context requires otherwise.

ARTICLE 2
OBLIGATIONS OF TRUSTEE

2.1Attendance at Shareholders’ Meetings

(a)In its capacity as holder of the Thomson Reuters Corporation Special Voting Share, the Trustee shall attend (through a duly authorized representative) or be

3

represented by proxy at every meeting of shareholders of Thomson Reuters Corporation, including meetings of the holders of any class or series of shares.

(b)In its capacity as holder of the Thomson Reuters PLC Special Voting Share, the Trustee shall attend (through a duly authorized representative) or be represented by proxy at every meeting of shareholders of Thomson Reuters PLC, including meetings of the holders of any class or series of shares.

2.2Exercise of Voting Rights attached to the Thomson Reuters Corporation Special Voting Share

(a)The Trustee shall exercise the voting rights attached to the Thomson Reuters Corporation Special Voting Share under the TR Corporation Articles on all resolutions to approve Joint Electorate Actions or Class Rights Actions submitted to a vote at meetings of shareholders of Thomson Reuters Corporation.  For the avoidance of doubt, the Trustee shall exercise no discretion as to whether, or how, to exercise the voting rights attached to the Thomson Reuters Corporation Special Voting Share or in respect of any other material matter arising hereunder.

(b)The Trustee shall be entitled to rely on a certificate from a duly authorized officer of Thomson Reuters Corporation that any resolution of Thomson Reuters Corporation is made in accordance with the TR Corporation Articles and By-Laws and Applicable Laws and that such resolution (including any amendments or variations thereto) is the Equivalent Resolution to a resolution considered at the Parallel Shareholder Meeting.

2.3Exercise of Voting Rights attached to the Thomson Reuters PLC Special Voting Share

(a)The Trustee shall exercise the voting rights attached to the Thomson Reuters PLC Special Voting Share under the TR PLC Articles on all resolutions to approve Joint Electorate Actions or Class Rights Actions submitted to a vote at meetings of shareholders of Thomson Reuters PLC.  For the avoidance of doubt, the Trustee shall exercise no discretion as to whether, or how, to exercise the voting

4

rights attached to the Thomson Reuters PLC Special Voting Share or in any respect of other material matter arising hereunder.

(b)The Trustee shall be entitled to rely on a certificate from a duly authorized officer of Thomson Reuters PLC that any resolution of Thomson Reuters PLC is made in accordance with the TR PLC Articles and Applicable Laws and that such resolution (including any amendments or variations thereto) is the Equivalent Resolution to a resolution considered at the Parallel Shareholder Meeting.

2.4Procedural Resolutions

The Trustee shall be entitled to rely on a determination by the individual acting as chair of a meeting of shareholders of Thomson Reuters Corporation or Thomson Reuters PLC that a particular resolution is a Procedural Resolution.

2.5Separate Class Votes

(a)In the event that the holder of the Thomson Reuters Corporation Special Voting Share is required by Applicable Laws to vote separately as a class on any resolution of Thomson Reuters Corporation, the Trustee shall:

(i)cast the vote attached to the Thomson Reuters Corporation Special Voting Share in favour of that resolution if it has been approved by the holders of TR Corporation Common Shares in accordance with the TR Corporation Articles and By-Laws and Applicable Laws; and

(ii)cast the vote attached to the Thomson Reuters Corporation Special Voting Share against that resolution if it has not been approved by the holders of TR Corporation Common Shares in accordance with the TR Corporation Articles and By-Laws and Applicable Laws.

(b)In the event that the holder of the Thomson Reuters PLC Special Voting Share is required by Applicable Laws to vote separately as a class on any resolution of Thomson Reuters PLC, the Trustee shall:

5

(i)cast the vote attached to the Thomson Reuters PLC Special Voting Share in favour of that resolution if it has been approved by the holders of TR PLC Ordinary Shares in accordance with the TR PLC Articles and Applicable Laws; and

(ii)cast the vote attached to the Thomson Reuters PLC Special Voting Share against that resolution if it has not been approved by the holders of TR PLC Ordinary Shares in accordance with the TR PLC Articles and Applicable Laws.

ARTICLE 3
CONCERNING THE TRUSTEE

3.1Remuneration

(a)Thomson Reuters Corporation and Thomson Reuters PLC jointly and severally covenant that they will pay to the Trustee reasonable remuneration for the performance of its obligations under this Agreement and will pay all costs, charges and expenses properly incurred by the Trustee in connection with the performance of its obligations under this Agreement, on demand by the Trustee.

(b)Any amount due under this section 3.1 and unpaid 30 days after request for such payment shall bear interest from the expiration of such 30 days at a rate per annum equal to the rate charged by the Trustee from time to time and as agreed to between the Trustee, Thomson Reuters Corporation and Thomson Reuters PLC, payable on demand.

3.2Automatic Amendment

Upon the removal or resignation of the Trustee, this Agreement will be automatically amended to delete any reference to the name of the Trustee so removed or resigned and to substitute therefor the name of the successor trustee.

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3.3Indemnification of the Trustee

The Trustee, its directors, officers, employees or agents will at all times be indemnified and saved harmless by Thomson Reuters Corporation and Thomson Reuters PLC, jointly and severally, from and against all claims whatsoever, including, without limitation, legal fees and disbursements on a solicitor client basis and costs and expenses incurred in connection with the enforcement of this indemnity, which the Trustee may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted from or in relation to the execution of its duties as Trustee or which it sustains or incurs in or about or in relation to this Agreement.  The foregoing provisions of this section 3.3 do not apply to the extent that in any circumstances there has been wilful misconduct or gross negligence by the Trustee or its directors, officers, employees or agents.  Notwithstanding any other provision hereof, this indemnity will survive the removal or resignation of the Trustee and the termination of this Agreement.

3.4Reliance upon Documents

The Trustee may rely and act upon and shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, bond, report, opinion, certificate or other document or paper reasonably believed by it in good faith to be genuine and reasonably believed by it in good faith to be signed by the proper party or parties.  The Trustee may accept in good faith a certified copy of a resolution of the board of directors or other governing body of any corporate body as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect.  As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Trustee may for all purposes hereof in taking action or omitting to take action rely on an officer’s certificate of the relevant party as to such fact or matter, and such officer’s certificate shall constitute full protection to the Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

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3.5Reliance upon Advice

In connection with the Trustee’s obligations hereunder, the Trustee may perform its powers and duties hereunder directly or through agents or attorneys, and may consult with and rely and act upon counsel, accountants, other professional advisors and other skilled persons selected and employed by it, and the Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written advice or opinion within the scope of the competence of any such counsel, accountants, other professional advisors or other skilled persons and not contrary to any express and unambiguous provision in this Agreement (if, as applicable, such counsel, accountants, other professional advisors or other skilled person was aware that the Trustee was receiving and relying upon advice in its capacity as the Trustee).  The Trustee shall not be liable for the default, misconduct or negligence of any agent or attorney appointed and supervised by it with due care.

3.6Provisions Regarding Liability

Any written instrument creating an obligation of the Trustee will be conclusively deemed to have been executed by the Trustee only in its capacity as Trustee under this Agreement and:

(a)any and all of the representations, warranties, undertakings, covenants, indemnities, agreements and other obligations made on the part of the Trustee therein are made and intended not as personal representations, warranties, undertakings, covenants, indemnities, agreements and other obligations by the Trustee or for the purpose or with the intention of binding the Trustee in its personal capacity;

(b)no property or assets of the Trustee, whether owned beneficially by it in its personal capacity or otherwise are intended to be subject to levy, execution or other enforcement procedures with regard to any of the representations, warranties, undertakings, covenants, indemnities, agreements and other obligations of the Trustee thereunder; and

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(c)no recourse is intended to be had or taken, directly or indirectly against the Trustee in its personal capacity, or any director, officer, employee or agent of the Trustee with regard to the representations, warranties, undertakings, covenants, indemnities, agreements and other obligations of the Trustee thereunder;

provided that the foregoing limitations will not apply to the extent that there has been any wilful misconduct by or gross negligence of the Trustee.

3.7Protection of Trustee

(a)The Trustee shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any security deposited with it.

(b)Notwithstanding anything contained herein to the contrary, the Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunder.

(c)The Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof.

(d)The Trustee shall not be required to take notice of any failure by it in the exercise of its powers or the carrying out of its obligations hereunder (a “default”), unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee. In the absence of any such notice, the Trustee may for all purposes of this Agreement conclusively assume that no default has been made, and no such notice shall in any way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to such default.

3.8Trustee Not Bound To Act

The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee, in its sole

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judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline.  Further, should the Trustee, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days’ written notice to each of Thomson Reuters Corporation and Thomson Reuters PLC provided that:

(a)the Trustee’s written notice shall describe the circumstances of such non-compliance; and

(b)if such circumstances are rectified to the Trustee’s satisfaction within such 10 day period, then such resignation shall not be effective.

ARTICLE 4
GENERAL

4.1Termination

(a)This Agreement shall automatically terminate upon termination of the Equalization and Governance Agreement in accordance with its terms.

(b)Either Thomson Reuters Corporation or Thomson Reuters PLC shall advise the Trustee of such termination no later than 30 days after such termination.

4.2Regulatory Filings

The parties to this Agreement shall co-operate with each other from time to time to ensure that all information necessary or desirable for the making of (or responding to any requests for further information with respect to) any notifications or filings made in respect of this Agreement, or the transactions contemplated by this Agreement, is supplied to the party dealing with such notifications and filings and that they are properly, accurately and promptly made.

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4.3Compliance with Privacy Laws

The parties acknowledge that federal and/or provincial legislation that addresses the protection of individuals’ personal information (collectively, the “Privacy Laws”) applies to obligations and activities under this Agreement.  Despite any other provision of this Agreement, none of the parties shall knowingly take or direct any action that would contravene, or cause the other to contravene, applicable Privacy Laws.  Each of Thomson Reuters Corporation and Thomson Reuters PLC shall, prior to transferring or causing to be transferred personal information to the Trustee, take commercially reasonable efforts to obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or shall have reasonably determined that such consents either have previously been given upon which the parties can rely or are not required under the Privacy Laws.  The Trustee shall use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws.  Specifically, the Trustee agrees:

(a)to have a designated chief privacy officer;

(b)to maintain policies and procedures to protect personal information and to receive and respond to any privacy complaint or inquiry;

(c)to use personal information solely for the purposes of providing its services under or ancillary to this Agreement and not to use it for any other purpose except with the consent of or direction from each of Thomson Reuters Corporation and Thomson Reuters PLC or the individual involved;

(d)not to sell or otherwise improperly disclose personal information to any third party; and

(e)to employ administrative, physical and technological safeguards to reasonably secure and protect personal information against loss, theft, or unauthorized access, use or modification.

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4.4No Assignment

None of the parties may assign any of its rights or obligations under this Agreement in whole or in part without the approval of the other parties.

4.5No Waiver

No waiver by a party of any provisions or of any breach of any term or covenant contained in this Agreement, in one or more instances, shall be deemed to be or construed as a further or continuing waiver of any other condition or provision (whether or not similar) or of any breach of any other term or covenant contained in this Agreement.

4.6Invalidity of Provisions

Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof.  The parties shall engage in good faith negotiations to replace any provision which is declared invalid or unenforceable with a valid and enforceable provision, the economic and substantive effect of which comes as close as possible to that of the invalid or unenforceable provision which it replaces.

4.7Amendment

Any amendment to or termination of this Agreement shall be made in writing signed by duly authorized representatives of Thomson Reuters Corporation, Thomson Reuters PLC and the Trustee.  Any amendments to this Agreement which are formal or technical in nature and which are not materially prejudicial to the interests of the shareholders of either Thomson Reuters Corporation or Thomson Reuters PLC or are necessary to correct any inconsistency or manifest error may be agreed between the parties. Any other amendment to this Agreement shall, for the avoidance of doubt, require approval by a Class Rights Action.

4.8Enurement

This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

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4.9Notices

Notices, requests, instructions, approvals by the parties, or other documents to be given under this Agreement shall be in writing and shall be deemed given (i) when sent if sent by electronic media and receipt is promptly confirmed by telephone confirmation thereof; or (ii) when delivered, if delivered personally to the intended recipient or sent by overnight delivery via an international courier service, and in each case, addressed to such party or parties at such address or addresses as each party shall notify in writing to the other party at the address given at the head of this Agreement or thereafter at the relevant address for notification from time to time.

4.10Counterparts

This Agreement may be entered into in any number of counterparts, all of which taken together, shall constitute one and the same instrument. Any party may enter into this Agreement by signing any such counterpart.

4.11Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

4.12Submission to Jurisdiction

Any suit, action or proceeding against any of the parties or any of its assets arising out of or relating to this Agreement may be brought in a competent court of the Province of Ontario, and each of the parties hereby irrevocably and unconditionally attorns and submits to the non-exclusive jurisdiction of such court over the subject matter of any such suit, action or proceeding. Each of the parties irrevocably waives and agrees not to raise any objection it might now or hereafter have to any such suit, action or proceeding in any such court including any objection that the place where such court is located is an inconvenient forum or that there is any other suit, action or proceeding in any other place relating in whole or in part to the same subject matter.

4.13Specific Performance

The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties shall be entitled to seek an

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injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court in the Province of Ontario, this being in addition to any other remedy to which they are entitled at law or in equity.

4.14Further Assurance

Each of the parties shall promptly do, make, execute, deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other party hereto may reasonably require from time to time for the purpose of giving effect to this Agreement and shall use reasonable efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

THOMSON REUTERS CORPORATION
by:
	Name:
	Title:
THOMSON REUTERS PLC
by:
	Name:
	Title:
COMPUTERSHARE TRUST COMPANY OF CANADA
by:
	Name:
	Title:
by:
	Name:
	Title:

EX-99.9

Exhibit 99.9

DRAFT FORM

REUTERS FOUNDERS SHARE COMPANY LIMITED

— and —

THE WOODBRIDGE COMPANY LIMITED

REUTERS TRUST PRINCIPLES SUPPORT AGREEMENT

Dated as of April   , 2008

THIS AGREEMENT is made as of the   day of April, 2008

B E T W E E N:

REUTERS FOUNDERS SHARE COMPANY LIMITED, a corporation incorporated in England whose registered office is at One Silk Street, London EC2Y 8HQ

(“Reuters Founders Share Company”)

- and -

THE WOODBRIDGE COMPANY LIMITED, a corporation incorporated in Ontario, Canada whose registered office is at 65 Queen Street West, Suite 2400, Toronto, Ontario, M5H 2M8

(“Woodbridge”)

RECITALS:

(A)Thomson Reuters Corporation (“Thomson Reuters Corporation”) has agreed to acquire Reuters Group PLC (“Reuters”) by implementing a dual listed company structure (the “DLC Structure”) under which Thomson Reuters Corporation, Thomson Reuters PLC (“Thomson Reuters PLC”) and their respective Subsidiaries (as defined herein) from time to time will operate as a unified group (collectively the “Transaction”);

(B)Following completion of the Transaction, Reuters Founders Share Company is the registered holder of the Reuters Founders Shares (as defined herein);

(C)Pursuant to a deed of mutual covenant dated as of April   , 2008 among Reuters Founders Share Company, Thomson Reuters Corporation, Thomson Reuters PLC, Reuters, PA Group Limited, NPA Nominees Limited (on behalf of the Newspapers Publishers Association Limited), Australian Associated Press Pty Limited and New Zealand Press Association Limited, each of Reuters Founders Share Company, Thomson Reuters Corporation and Thomson Reuters PLC has covenanted to use its best endeavours to ensure that the Reuters Trust Principles (as defined herein) are complied with in relation to the Thomson Reuters Group (as defined herein);

(D)As of the date hereof, the Woodbridge Group (as defined herein) Beneficially Owns (as defined herein)        common shares in the capital of Thomson Reuters Corporation (“Common Shares”) and does not have an Interest (as defined herein) in any ordinary shares in the capital of Thomson Reuters PLC (“Ordinary Shares”);

(E)Woodbridge has agreed to support the Reuters Trust Principles in relation to the Thomson Reuters Group and to exercise its voting rights to give effect to this support;

(F)Reuters Founders Share Company has agreed to designate the Woodbridge Group (as defined herein) as an “Approved Person” for the purposes of Thomson Reuters

Corporation’s Articles and Thomson Reuters PLC’s Articles (each as defined herein); and

(G)This Agreement sets forth how Woodbridge will support the Reuters Trust Principles in relation to the Thomson Reuters Group and confirms Reuters Founders Share Company’s designation of the Woodbridge Group as an “Approved Person” for purposes of Thomson Reuters Corporation’s Articles and Thomson Reuters PLC’s Articles.

NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties hereto agree as follows.

1.INTERPRETATION

1.1In this Agreement (including the Recitals):

(a)“Affiliate” means, with respect to any Person, any Person that Controls such Person, is Controlled by such Person or is under common Control with such Person;

(b)“Applicable Laws” has the meaning attributed thereto in Thomson Reuters Corporation’s Articles;

(c)“Beneficial Ownership” and similar words have the meanings attributed thereto in Thomson Reuters Corporation’s Articles;

(d)“Common Shares” has the meaning attributed thereto in the Recitals;

(e)“Control” means:

(i)when applied to the relationship between a Person and a corporation, the beneficial ownership by such Person (in the case of Thomson Reuters Corporation or Thomson Reuters PLC, either alone or together with the other corporation) at the relevant time of shares of such corporation carrying more than the greater of (A) 50% of the voting rights ordinarily exercisable at meetings of shareholders of such corporation and (B) the percentage of voting rights ordinarily exercisable at meetings of shareholders of such corporation that are sufficient to elect a majority of the directors of such corporation; and

(ii)when applied to the relationship between a Person and a partnership, joint venture or other unincorporated entity, the beneficial ownership by such Person (in the case of Thomson Reuters Corporation or Thomson Reuters PLC, either alone or together with the other corporation) at the relevant time of more than 50% of the ownership interests of the partnership, joint venture or other unincorporated entity in circumstances where it can

2

reasonably be expected that such Person directs or has the power to direct the affairs of the partnership, joint venture or other unincorporated entity;

and the words “Controlled by”, “Controlling” and “under common Control with” and similar words have corresponding meanings; provided that a Person who Controls a corporation, partnership, joint venture or other unincorporated entity (the “second-mentioned Person”) shall be deemed to Control a corporation, partnership, joint venture or other unincorporated entity which is Controlled by the second-mentioned Person and so on;

(f)“Disputes” has the meaning attributed thereto in Section 5.1;

(g)“DLC Structure” has the meaning attributed thereto in the Recitals;

(h)“Final Award” has the meaning attributed thereto in Section 5.7;

(i)“Interest” and similar words have the meanings attributed thereto in paragraph 2.4.1(aa) of Thomson Reuters PLC’s Articles;

(j)“Ordinary Shares” has the meaning attributed thereto in the Recitals;

(k)“Person” includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator, or other legal representative;

(l)“Principals” has the meaning attributed thereto in Section 3.4;

(m)“Reuters Founders Shares” means, collectively, the Reuters Founders Shares in the capital of Thomson Reuters Corporation and Thomson Reuters PLC, respectively and a “Reuters Founders Share” means any one of them;

(n)“Reuters Trust Principles” means:

(i)that the Thomson Reuters Group shall at no time pass into the hands of any one interest, group or faction;

(ii)that the integrity, independence and freedom from bias of the Thomson Reuters Group shall at all times be fully preserved;

(iii)that the Thomson Reuters Group shall supply unbiased and reliable news services to newspapers, news agencies, broadcasters and other media subscribers and to businesses, governments, institutions, individuals and others with whom the Thomson Reuters Group has or may have contracts;

(iv)that the Thomson Reuters Group shall pay due regard to the many interests which it serves in addition to those of the media; and

3

(v)that no effort shall be spared to expand, develop and adapt the news and other services and products of the Thomson Reuters Group so as to maintain its leading position in the international news and information business;

(o)“Reuters Trustees” means the members and directors from time to time of Reuters Founders Share Company;

(p)“Shareholders’ Meeting” has the meaning attributed thereto in Section 3.1;

(q)“Spouse” means, in relation to any individual, an individual who is legally married to that individual and includes a widow or widower of that individual but does not include any individual who at any time during the lifetime of that individual became separated from that individual and did not resume cohabitation with that individual;

(r)“Subsidiary” means, with respect to any Person, any Person that is Controlled by such Person;

(s)“Thomson Family” means the group consisting from time to time of:

(i)any individual who is, or is the Spouse of, any issue of any degree of the late Roy H. Thomson, the first Lord Thomson of Fleet;

(ii)any trust that is primarily for the benefit of any one or more individuals referred to in subsection 1.1(s)(i);

(iii)any corporation that is Controlled by any one or more individuals referred to in subsection 1.1(s)(i) and/or trusts referred to in subsection 1.1(s)(ii); and

(iv)any trustee of a trust referred to in subsection 1.1(s)(ii);

(t)“Thomson Reuters Corporation” has the meaning attributed thereto in the Recitals;

(u)“Thomson Reuters Corporation’s Articles” means the articles of incorporation of Thomson Reuters Corporation, as they may be amended or supplemented from time to time;

(v)“Thomson Reuters Corporation Voting Shares” means, collectively, Common Shares and, at any particular time, any other securities of Thomson Reuters Corporation (excluding debt securities, the special voting share in Thomson Reuters Corporation and the Reuters Founders Share in Thomson Reuters Corporation) carrying at that time a voting right ordinarily exercisable at meetings of shareholders either under all circumstances or under some circumstances that have occurred and are continuing;

4

(w)“Thomson Reuters Group” means, collectively, Thomson Reuters Corporation, Thomson Reuters PLC and their respective Subsidiaries from time to time operating as a unified group pursuant to the DLC Structure;

(x)“Thomson Reuters PLC” has the meaning attributed thereto in the Recitals;

(y)“Thomson Reuters PLC’s Articles” means the articles of association of Thomson Reuters PLC, as they may be amended or supplemented from time to time;

(z)“Thomson Reuters PLC Voting Shares” means, collectively, Ordinary Shares and, at any particular time, any other securities of Thomson Reuters PLC (excluding debt securities, the special voting share of £1.00 (one pound) in Thomson Reuters PLC and the Reuters Founders Share in Thomson Reuters PLC) carrying at that time a voting right ordinarily exercisable at meetings of shareholders either under all circumstances or under some circumstances that have occurred and are continuing;

(aa)“Transaction” has the meaning attributed thereto in the Recitals;

(bb)“Transfer” includes any sale, exchange, assignment, gift, bequest, disposition, mortgage, charge, pledge, encumbrance, grant of security interest or other arrangement by which possession, legal title, beneficial ownership, economic interest or economic exposure passes from one Person to another, or to the same Person in a different capacity, whether or not voluntary and whether or not for value, and any agreement to effect any of the foregoing; and the word “Transferred” has a corresponding meaning;

(cc)“Tribunal” has the meaning attributed thereto in Section 5.3;

(dd)“Voting Disputes” has the meaning attributed thereto in Section 3.4;

(ee)“Woodbridge Group” means the group consisting of Woodbridge and its Affiliates from time to time;

(ff)“Woodbridge Group Designation” has the meaning attributed thereto in Section 2.1;

(gg)“Woodbridge Parties” means, collectively, those members of the Woodbridge Group and the Thomson Family who from time to time Beneficially Own Thomson Reuters Corporation Voting Shares and/or have an Interest in Thomson Reuters PLC Voting Shares and a “Woodbridge Party” means any one of them; and

(hh)“Woodbridge Transferee” has the meaning attributed thereto in Section 8.2.

1.2The beneficiaries of a trust shall be deemed to own beneficially securities held, directly or indirectly, by such trust.

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1.3Notwithstanding Section 1.1, Affiliates and Subsidiaries of Woodbridge shall be deemed to exclude members of the Thomson Reuters Group.

1.4Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. To the extent permitted by Applicable Laws, the parties waive any provision of Applicable Laws which renders any provision of this Agreement invalid or unenforceable in any respect.

1.5This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior agreements pertaining to the subject matter of this Agreement. Except as expressly agreed to by the parties to this Agreement in writing, there are no warranties, conditions, or representations (including any that may be implied by statute) and there are no agreements in connection with such subject matter except as specifically set forth or referred to in this Agreement.

1.6Except as expressly provided in this Agreement, no amendment or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby.  No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.

1.7This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

1.8References in this Agreement to any party to this Agreement shall include references to its respective successors and permitted assigns, including as a result of any amalgamation, merger, arrangement or other reorganization of such party or any continuance of such party under the laws of another jurisdiction.

1.9The parties to this Agreement shall make any determination or request pursuant hereto in good faith and acting reasonably.

2.DESIGNATION OF WOODBRIDGE AS APPROVED PERSON

2.1Reuters Founders Share Company in its capacity as the registered holder of the Reuters Founders Shares hereby designates the Woodbridge Group as an “Approved Person” for purposes of each of Thomson Reuters Corporation’s Articles and Thomson Reuters PLC’s Articles (the “Woodbridge Group Designation”).

2.2The Woodbridge Group Designation shall be irrevocable and remain in effect for so long as the Woodbridge Group is Controlled by the Thomson Family. For the avoidance of doubt, the Woodbridge Group Designation shall have no further force or effect upon termination of this Agreement in accordance with Section 6.

2.3For the avoidance of doubt, the Woodbridge Group Designation shall be deemed to include members of the Thomson Family in respect of Thomson Reuters Corporation

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Voting Shares which they Beneficially Own, and Thomson Reuters PLC Voting Shares in which they are Interested, and in respect of which Woodbridge is bound by the terms of this Agreement.

2.4By its execution and delivery of this Agreement, Reuters Founders Share Company shall be deemed to have given notice in writing to Thomson Reuters Corporation and Thomson Reuters PLC of the Woodbridge Group Designation.

3.AGREEMENTS OF WOODBRIDGE WITH RESPECT TO VOTING

3.1At any meeting of the shareholders of Thomson Reuters Corporation or Thomson Reuters PLC (each a “Shareholders’ Meeting”), Woodbridge shall vote or cause to be voted all Thomson Reuters Corporation Voting Shares Beneficially Owned by it or all Thomson Reuters PLC Voting Shares in which it is Interested, as applicable, in a manner consistent with the Reuters Trust Principles.

3.2Woodbridge shall give Reuters Founders Share Company as much advance notice as practicable in the circumstances as to whether and, if so, the manner in which, it intends to vote or cause to be voted (for the avoidance of doubt, specifying the voting intentions of Subsidiaries and other Affiliates of Woodbridge) the Thomson Reuters Corporation Voting Shares Beneficially Owned by it or the Thomson Reuters PLC Voting Shares in which it is Interested, as applicable, on any matter to be submitted to shareholders at any Shareholders’ Meeting with a view to providing Reuters Founders Share Company with a reasonable opportunity to determine whether, in its view, the manner in which Woodbridge intends to vote or cause to be voted such Thomson Reuters Corporation Voting Shares or Thomson Reuters PLC Voting Shares, as applicable, is inconsistent with the Reuters Trust Principles. Woodbridge shall use its best efforts to give such notice to Reuters Founders Share Company before materials in respect of that Shareholders’ Meeting are disseminated to shareholders by Thomson Reuters Corporation or Thomson Reuters PLC, as applicable, but shall in any event give such notice to Reuters Founders Share Company not less than ten days prior to the date of the applicable Shareholders’ Meeting.

3.3Upon receiving the notification from Woodbridge referred to in Section 3.2, Reuters Founders Share Company shall determine whether, in its view, the manner in which Woodbridge intends to vote or cause to be voted the Thomson Reuters Corporation Voting Shares Beneficially Owned by it or the Thomson Reuters PLC Voting Shares in which it is Interested, as applicable, is inconsistent with the Reuters Trust Principles and notify Woodbridge of its determination as soon as practicable.

3.4All disagreements or disputes between Woodbridge and Reuters Founders Share Company as to whether the manner in which Woodbridge intends to vote or cause to be voted the Thomson Reuters Corporation Voting Shares Beneficially Owned by it or the Thomson Reuters PLC Voting Shares in which it is Interested, as applicable, at any Shareholders’ Meeting is inconsistent with the Reuters Trust Principles (“Voting Disputes”) shall be promptly brought to the attention of the President of Woodbridge and the Chairman of Reuters Founders Share Company (together, the “Principals”), who

7

shall discuss the matter in good faith and make all reasonable efforts to resolve the Voting Dispute as expeditiously as possible. If the Principals are unable to resolve the Voting Dispute prior to the applicable Shareholders’ Meeting:

(a)the Voting Dispute shall be submitted to final and binding arbitration pursuant to Section 5; and

(b)at any Shareholders’ Meeting (or any adjournment or postponement thereof) held prior to the time that the Voting Dispute is resolved by the Principals or determined pursuant to Section 5, Woodbridge shall:

(i)subject to Applicable Laws, take all actions within its control as are necessary or appropriate to ensure that the matter that is the subject of the Voting Dispute is not proposed for consideration by the shareholders at any Shareholders’ Meeting, including voting or causing to be voted the Thomson Reuters Corporation Voting Shares Beneficially Owned by it or the Thomson Reuters PLC Voting Shares in which it is Interested, as applicable, in favour of the postponement or adjournment of the Shareholders’ Meeting; and

(ii)refrain from voting and cause to be refrained from voting the Thomson Reuters Corporation Voting Shares Beneficially Owned by it or the Thomson Reuters PLC Voting Shares in which it is Interested, as applicable, on any matter that is the subject of the Voting Dispute except to the extent necessary to fulfil its obligations pursuant to subsection 3.4(b)(i).

3.5For the avoidance of doubt, Woodbridge may vote or cause to be voted the Thomson Reuters Corporation Voting Shares Beneficially Owned by it or the Thomson Reuters PLC Voting Shares in which it is Interested, as applicable, on all matters that come before any Shareholders’ Meeting in its sole and absolute discretion, provided that such voting does not contravene the provisions of this Section 3.

4.ADDITIONAL AGREEMENTS OF WOODBRIDGE

4.1Woodbridge agrees with Reuters Founders Share Company that:

(a)in addition to its obligations under Section 3.1, Woodbridge shall use its best efforts as a shareholder of Thomson Reuters Corporation and/or Thomson Reuters PLC to ensure that the Reuters Trust Principles are complied with in relation to the Thomson Reuters Group;

(b)without the prior written consent of Reuters Founders Share Company, Woodbridge shall not Transfer any Thomson Reuters Corporation Voting Shares or Thomson Reuters PLC Voting Shares to any Person other than an Approved Person if that Person is, or would as a result of such transaction become, an “Acquiring Person” for purposes of Thomson Reuters Corporation’s Articles or Thomson Reuters PLC’s Articles, as applicable;

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(c)without the prior written consent of Reuters Founders Share Company, Woodbridge shall not purchase securities of any class of Thomson Reuters Corporation or Thomson Reuters PLC if, as a result of such transaction, securities of that company would cease to be eligible for listing on a stock exchange on which that company’s securities are then listed; and

(d)upon the request of Reuters Founders Share Company, Woodbridge shall:

(i)promptly requisition the directors of Thomson Reuters Corporation and/or Thomson Reuters PLC to call a meeting of its shareholders for such purposes as Reuters Founders Share Company shall in its sole and absolute discretion think fit; and

(ii)if the directors do not call a meeting within seven days after receiving such requisition, use its best efforts as a shareholder of Thomson Reuters Corporation and/or Thomson Reuters PLC, as applicable, to call and hold the meeting.

5.ARBITRATION

5.1Any and all disputes, controversies or claims arising out of or in connection with this Agreement, any provision hereof, or any alleged breach hereof, including Voting Disputes, and any and all disputes, controversies or claims relating to the validity of this Agreement (all of which are referred to herein as “Disputes”), even though some or all of such Disputes are alleged to be extra-contractual in nature, whether such Disputes sound in contract, tort or otherwise, at law or in equity, whether for damages, specific performance or other relief, shall be finally and exclusively determined by final and binding arbitration in accordance with this Section 5.

5.2Notwithstanding anything in this Section 5, prior to the appointment of any arbitrators, any party may apply to any competent court in the Province of Ontario, Canada for interim relief.  A request for interim relief by a party to a court shall not be considered to be incompatible with Section 5.1 or as a waiver of that provision.

5.3The arbitral tribunal (the “Tribunal”) shall be composed of three arbitrators, which shall be appointed as follows: each party shall have the right to appoint one arbitrator; the two arbitrators so appointed shall then appoint a third arbitrator who shall serve as the Chairman of the Tribunal. A party entitled to appoint an arbitrator shall appoint such arbitrator within ten days of receiving notice from a party of the commencement of an arbitration, failing which such arbitrator shall, at the written request of either party, be appointed by the International Chamber of Commerce. At the initiation of a proceeding and upon the convening of the Tribunal, the arbitrators shall take an oath of neutrality and shall decide the matters presented to them based upon the evidence submitted in the proceeding and without regard to the origin or circumstances of their appointment or selection for service on the Tribunal.

5.4The construction and interpretation of this Section 5, and all rules of conduct of any arbitration conducted pursuant to this Section 5 (including procedural and evidentiary

9

matters), shall be determined by the Tribunal. Unless otherwise unanimously agreed by the arbitrators, the venue of the arbitration shall be New York, New York.

5.5At the request of any party, the Tribunal may take such interim measures as the Tribunal considers necessary in respect of the Dispute, including measures for the preservation of assets or the conservation of goods.  The Tribunal may require security for the cost of such measures.

5.6The parties acknowledge their intention that any arbitration conducted pursuant to this Section 5 be conducted as expeditiously as possible and agree to cooperate in the expeditious conduct of any such arbitration, including by appointing as arbitrators only individuals who are available to deal with the arbitration on the expedited basis contemplated by this Agreement. The Tribunal shall ensure that the procedure for any such arbitration is compatible with conducting the arbitration as expeditiously as possible and, without limiting the discretion of the Tribunal in this regard, the Tribunal may dispense with a hearing and conduct any arbitration in writing.

5.7The Tribunal shall conduct a hearing as soon as reasonably practicable after a matter has been submitted for arbitration by a party and the members of the Tribunal have been selected. As the Tribunal may direct and without the necessity of subpoenas or other court orders, the parties shall make their agents, employees and witnesses available upon reasonable notice at reasonable times for deposition or for testimony at the hearing and shall respond to requests for documents. An award completely disposing of all Disputes (a “Final Award”) shall be rendered by the Tribunal as soon as reasonably practicable after the hearing. The Tribunal shall not be required to submit a detailed statement of its reasons, but shall set forth concisely in the Final Award the amounts, actions, contractual responsibilities or other remedial conclusions that the Tribunal determines to be appropriate.

5.8Each party acknowledges and agrees that in the event either party breaches any of its obligations under this Agreement, the other party would be irreparably harmed and could not be made whole by monetary damages alone. Both parties accordingly agree that the Tribunal shall have the authority to grant any party all appropriate non-monetary relief, including ordering a breaching party to comply fully with its obligations under the Agreement, ordering specific performance or granting temporary or permanent injunctive relief; provided, however, that nothing in this Section 5 shall be construed to limit the Tribunal in awarding monetary damages, whether as a sole remedy or together with remedies for specific performance and/or injunctive relief.

5.9Any award made by the Tribunal shall be final and binding upon each party, each of which expressly waives all right to appeal or recourse to any court. The Final Award may be confirmed, and a judgment entered or enforced, in any competent court in the Province of Ontario, Canada.

5.10The fees and expenses of the arbitrators shall be borne equally by the parties, but the Final Award may include such allocations and awards of the arbitrators’ fees and expenses as the Tribunal determines is appropriate.

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6.TERMINATION

6.1This Agreement shall automatically terminate if at any time the Woodbridge Group ceases to be Controlled by the Thomson Family.

6.2This Agreement may be terminated by written agreement of Woodbridge and Reuters Founders Share Company.

6.3Woodbridge may terminate this Agreement by written notice to Reuters Founders Share Company at any time when Woodbridge Beneficially Owns Thomson Reuters Corporation Voting Shares and/or has an Interest in Thomson Reuters PLC Voting Shares representing less than 10% of the aggregate voting and economic interests in the Thomson Reuters Group.

6.4If terminated under this Article 6, this Agreement shall be of no further force and effect.

7.NOTICES

7.1Any notice or other communication under this Agreement shall be in writing and in English.

7.2Any such notice or other communication may be given by letter delivered, or sent postage prepaid by first class post, to the recipient at its address stated herein.  Any such notice or other communication may be given by email or facsimile transmission to the recipient, but if so given shall promptly be confirmed by letter.

7.3The address of either party to this Agreement may be changed by notice given to the other party.

7.4Any notice or other communication delivered to the recipient shall be deemed to have been received on delivery. Any notice or other communication sent by first class post shall be deemed to have been received 48 hours after being put in the post if sent within the United Kingdom and seven days after being put in the post if sent to or from an address outside the United Kingdom. Any notice or other communication sent by email or facsimile transmission shall be deemed to have been received 24 hours after despatch.

7.5A copy of any notice or other communication under this Agreement to Reuters Founders Share Company shall be concurrently sent to the Person designated from time to time by the Thomson Reuters Group to provide secretarial services to Reuters Founders Share Company.

8.COMPLIANCE BY WOODBRIDGE PARTIES

8.1Woodbridge shall:

(a)cause other members of the Woodbridge Group to comply with this Agreement;

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(b)use its best efforts to cause other Woodbridge Parties that are not members of the Woodbridge Group to comply with this Agreement; and

(c)be responsible and liable for any breach of this Agreement by the other Woodbridge Parties,

in each case as if they were parties to and bound by the provisions of this Agreement by which Woodbridge is bound on the same basis as Woodbridge.

8.2Woodbridge shall not Transfer any Thomson Reuters Corporation Voting Shares or Thomson Reuters PLC Voting Shares to any one or more other members of the Woodbridge Group, other than Subsidiaries of Woodbridge, or to any one or more members of the Thomson Family (in each case, a “Woodbridge Transferee”) if, as result of such transaction, any one or more such Woodbridge Transferees would Beneficially Own a number of Thomson Reuters Corporation Voting Shares and/or be Interested in a number of Thomson Reuters PLC Voting Shares in excess of the aggregate of (a) the number of Thomson Reuters Corporation Voting Shares that would be Beneficially Owned by Woodbridge and its Subsidiaries and (b) the number of Thomson Reuters PLC Voting Shares in which Woodbridge and its Subsidiaries would be Interested, in each case immediately following the consummation of such transaction, unless, prior to the consummation of such transaction, each such Woodbridge Transferee shall have executed and delivered to Reuters Founders Share Company an undertaking to comply with this Agreement as if it were a party to and bound by the provisions of this Agreement by which Woodbridge is bound on the same basis as Woodbridge.

9.GENERAL

9.1The written consent of Reuters Founders Share Company shall be deemed to have been given for any of the purposes of this Agreement if, and only if, a certificate signed on behalf of Reuters Founders Share Company by not less than two of the Reuters Trustees shall have been received at the registered office of Woodbridge confirming that a resolution giving the consent in question has been duly passed at a meeting of the Reuters Trustees (in their capacity as directors of Reuters Founders Share Company) or by written resolution of the Reuters Trustees (in their capacity as directors of Reuters Founders Share Company) pursuant to Article [18] of Reuters Founders Share Company’s articles of association.

9.2The rights of Reuters Founders Share Company under this Agreement are personal to Reuters Founders Share Company and may not be Transferred to any other Person other than a transferee of a Reuters Founders Share as permitted by Thomson Reuters Corporation’s Articles or Thomson Reuters PLC’s Articles, as applicable. No purported Transfer of such rights in contravention of this Agreement shall be valid or effective.

9.3This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

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9.4This Agreement may be signed in counterparts and each such counterpart shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument.

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

REUTERS FOUNDERS SHARE COMPANY LIMITED
by:
	Name:
	Title:
by:
	Name:
	Title:

THE WOODBRIDGE COMPANY LIMITED
by:
	Name:
	Title:

Each of the undersigned hereby acknowledges receiving notice of the Woodbridge Group Designation from Reuters Founders Share Company pursuant to Section 2.4 and agrees that Woodbridge may disclose to Reuters Founders Share Company pursuant to Section 3.2 any information with respect to matters to be submitted to shareholders at any Shareholders’ Meeting that Woodbridge or any director or officer of Woodbridge who is also a director or officer of the undersigned receives from the undersigned from time to time, subject to obtaining an undertaking from Reuters Founders Share Company to maintain such information in confidence.

Dated:  April   , 2008.

THOMSON REUTERS CORPORATION
by:
	Name:
	Title:

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THOMSON REUTERS PLC
by:
	Name:
	Title:
by:
	Name:
	Title:

15

EX-99.10

Exhibit 99.10

DRAFT FORM

DEED OF MUTUAL COVENANT

APRIL   , 2008

PA GROUP LIMITED

And

NPA NOMINEES LIMITED

And

AUSTRALIAN ASSOCIATED PRESS PTY LIMITED

And

NEW ZEALAND PRESS ASSOCIATION LIMITED

And

REUTERS FOUNDERS SHARE COMPANY LIMITED

And

THOMSON REUTERS CORPORATION

And

THOMSON REUTERS PLC

And

REUTERS GROUP PLC

CONTENTS

Clause		Page
1.	Interpretation	3
2.	Termination of Prior Agreements	7
3.	Reuters Trust Principles	7
4.	Appointment of Reuters Trustees	8
5.	Additional Covenants with Reuters Founders Share Company	10
6.	Covenants of Reuters Founders Share Company	11
7.	Indemnities and Administrative Services	11
8.	Variation and Termination	13
9.	Changes in Parties	13
10.	Relationship of the Parties	13
11.	Notices	13
12.	Governing Law and Jurisdiction	14
13.	Third Party Rights	14
14.	Counterparts	14

THIS DEED OF MUTUAL COVENANT is made the day of April, 2008,

BETWEEN:

(1)PA GROUP LIMITED (No. 4197) (PA Group), a company incorporated in England whose registered office is at 85 Fleet Street EC4P 4BE;

(2)NPA NOMINEES LIMITED (No. 1781639) (NPA Nominees), a company incorporated in England whose registered office is at 34 Southwark Bridge Road, London SE1 9EU;

(3)AUSTRALIAN ASSOCIATED PRESS PTY LIMITED (Australian Associated Press), a company incorporated in the state of Victoria, Australia whose registered office is at AAP News Centre, 3 Rider Boulevard, Rhodes Waterside, Rhodes, NSW 2138, Australia;

(4)NEW ZEALAND PRESS ASSOCIATION LIMITED (New Zealand Press Association), a company incorporated in New Zealand whose registered office is at Newspaper House, 93 Boulcott Street, PO Box 1599,  Wellington, New Zealand;

(5)REUTERS FOUNDERS SHARE COMPANY LIMITED (No. 1812511) (Reuters Founders Share Company), a company incorporated in England whose registered office is at One Silk Street, London, EC2Y 8HQ;

(6)THOMSON REUTERS CORPORATION (Thomson Reuters Corporation), a company incorporated in Ontario, Canada whose registered office is at Suite 2706, Toronto Dominion Bank Tower, P.O. Box 24, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A1;

(7)THOMSON REUTERS PLC (No. 6141013) (Thomson Reuters PLC), a company incorporated in England whose registered office is at First Floor, The Quadrangle, 180 Wardour Street, London, W1A 4Y9; and

(8)REUTERS GROUP PLC (No. 329675) (Reuters Group), a company incorporated in England whose registered office is at The Reuters Building, South Colonnade, Canary Wharf, London, E14 5EP.

WHEREAS:

(A)By an Agreement called an Agreement of Trust dated 9 July 1953 (as subsequently amended) and made between PA Group, The Newspaper Proprietors Association Limited (now called The Newspaper Publishers Association Limited), Australian Associated Press and New Zealand Press Association, the parties thereto agreed (as the holders of all the stock of Reuters Limited then in issue) to comply with the principles set out in it in respect of their holdings of stock in Reuters Limited.

(B)The parties (in (A)) entered into a deed of mutual covenant dated 9 May 1984 (as subsequently altered, the 1984 Deed of Mutual Covenant) following the reconstruction of Reuters Limited and the acquisition of the whole of its issued voting share capital by Reuters Holdings PLC (Reuters Holdings) in order to record the terms on which they agreed to ensure that the Reuter Trust Principles (as defined in the 1998 Deed of Mutual Covenant (as defined below)) were complied with and the terms upon which the ‘A’ Shares (as defined in the 1984 Deed of Mutual Covenant) in Reuters Holdings were to be held.

(C)Reuters Founders Share Company is a company limited by guarantee not having a share capital whose objects as amended by special resolution passed on 18 December 1997 include holding the Founders Share of £1 of Reuters Group and entering into the 1984 Deed of Mutual Covenant.

(D)The parties other than Thomson Reuters Corporation and Thomson Reuters PLC entered into a deed of mutual covenant dated February 18, 1998 (the 1998 Deed of Mutual Covenant) as part of the re-organisation of Reuters Holdings whereby the issued voting share capital of Reuters Holdings was cancelled through a scheme of arrangement under Section 425 of the Companies Act 1985.  In return for the cancellation of such shares, cash and shares in Reuters Group were issued to the shareholders of Reuters Holdings, the current arrangements in connection with the Founders Share of£1of Reuters Group held by Reuters Founders Share Company were replicated in the Articles of Association of Reuters Group and in the 1998 Deed of Mutual Covenant and the 1984 Deed of Mutual Covenant was terminated.

(E)Thomson Reuters Corporation and Reuters Group are parties to the Implementation Agreement (as defined in this Deed), pursuant to which Thomson Reuters Corporation has agreed to acquire Reuters Group by implementing a dual listed company structure (the DLC Structure) under which Thomson Reuters Corporation, Thomson Reuters PLC and their respective Subsidiaries (as defined in this Deed) from time to time will operate as a unified group (collectively, the Transaction).

(F)Following completion of the Transaction, Reuters Founders Share Company will hold a Reuters Founders Share in the capital of each of Thomson Reuters Corporation and Thomson Reuters PLC (each a Reuters Founders Share) for the purpose of protecting the Reuters Trust Principles (as defined in this Deed).

(G)The parties wish to restate the 1998 Deed of Mutual Covenant so as to apply the Reuters Trust Principles to the Thomson Reuters Group (as defined in this Deed) on the terms set out in this Deed.

(H)Reuters Group is a party to this Deed solely in respect of Clause 2 of this Deed.

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NOW THIS DEED WITNESSES as follows:

1.INTERPRETATION

1.1In this Deed, the Reuters Trust Principles mean:

(a)that the Thomson Reuters Group shall at no time pass into the hands of any one interest, group or faction;

(b)that the integrity, independence and freedom from bias of the Thomson Reuters Group shall at all times be fully preserved;

(c)that the Thomson Reuters Group shall supply unbiased and reliable news services to newspapers, news agencies, broadcasters and other media subscribers and to businesses, governments, institutions, individuals and others with whom the Thomson Reuters Group has or may have contracts;

(d)that the Thomson Reuters Group shall pay due regard to the many interests which it serves in addition to those of the media; and

(e)that no effort shall be spared to expand, develop and adapt the news and other services and products of the Thomson Reuters Group so as to maintain its leading position in the international news and information business.

1.2In this Deed (including in the Recitals), the following words and expressions have the meanings set out opposite them unless the context otherwise requires:

Affiliate means, with respect to any Person, any Person that Controls such Person, is Controlled by such Person or is under common Control with such Person.

Approved Person means any person who, at any particular time, has been designated as such for the purposes of Thomson Reuters Corporation’s Articles and/or Thomson Reuters PLC’s Articles by the holder of the Reuters Founders Share, in its sole and absolute discretion, by notice given in writing to Thomson Reuters Corporation and/or Thomson Reuters PLC, as the case may be, unless such designation has been revoked in accordance with the Terms of Approval.

Change of Control means a change or changes (whether as a result of a single action or event or a series of actions or events) whereby the ability to control the board of directors of an Association (including the ability to control, appoint or remove a majority of such directors) is acquired by or becomes vested in persons other than the present members of that Association and their respective Affiliates for the time being.

Companies Act 1985 means the UK Companies Act 1985, as it may be amended from time to time.

Companies Act 2006 means the UK Companies Act 2006, as it may be amended from time to time and any successor legislation thereto.

Control means:

(a)when applied to the relationship between a Person and a corporation, the beneficial ownership by such Person (in the case of Thomson Reuters Corporation or Thomson Reuters PLC, together with the other corporation) at the relevant time

3

of shares of such corporation carrying more than the greater of (A) 50% of the voting rights ordinarily exercisable at meetings of shareholders of such corporation and (B) the percentage of voting rights ordinarily exercisable at meetings of shareholders of such corporation that are sufficient to elect a majority of the directors of such corporation; and

(b)when applied to the relationship between a Person and a partnership, joint venture or other unincorporated entity, the beneficial ownership by such Person (in the case of Thomson Reuters Corporation or Thomson Reuters PLC, together with the other corporation) at the relevant time of more than 50% of the ownership interests of the partnership, joint venture or other unincorporated entity in circumstances where it can reasonably be expected that such Person directs or has the power to direct the affairs of the partnership, joint venture or other unincorporated entity;

and the words “Controlled by”, “Controlling” and “under common Control with” and similar words have corresponding meanings; provided that a Person who Controls a corporation, partnership, joint venture or other unincorporated entity (the “second-mentioned Person”) shall be deemed to Control a corporation, partnership, joint venture or other unincorporated entity which is Controlled by the second-mentioned Person and so on.

Distress Notice means a notice of the occurrence of a Relevant Event given pursuant to Clause 4.5, 4.6 or 4.7 by (or on behalf of) one of the Associations or by Reuters Founders Share Company in respect of any of them.

Form of Undertaking means a Deed in the form set out in the Appendix to this Deed.

Fundamental Change means a change or changes (whether as a result of a single action or event or a series of actions or events) whereby NPA or a Newspaper Association ceases to be an entity whose principal business (for this purpose disregarding any shares in Thomson Reuters Corporation or Thomson Reuters PLC owned by that person) concerns the representation of the interests of and/or the provision of news agency services to the national and/or regional and/or provincial newspaper publishing industries in the United Kingdom and Ireland, in Australia or in New Zealand (as the case may be).

Implementation Agreement means the Implementation Agreement entered into between Thomson Reuters Corporation, Reuters Group, The Woodbridge Company Limited and Thomson Reuters Limited, dated May 15, 2007, as amended.

Newspaper Association means one of the Three Newspaper Associations.

Nomination Committee means the committee which, in accordance with Reuters Founders Share Company’s Articles, is responsible for nominating Reuters Trustees for appointment.

NPA means The Newspaper Publishers’ Association Limited.

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OBCA means the Business Corporations Act (Ontario), as it may be amended from time to time and any successor legislation thereto.

Person includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator, or other legal representative.

Reuters Founders Share Company’s Articles means the Articles of Association of Reuters Founders Share Company, as they may be amended or supplemented from time to time.

Reuters Founders Share Company Bank Account means a bank account in the name of Reuters Founders Share Company Limited with a United Kingdom clearing bank nominated by Reuters Founders Share Company from time to time.

Reuters Trustees means the members and directors from time to time of Reuters Founders Share Company.

Subsidiary means, with respect to any Person, any Person that is Controlled by such Person.

Terms of Approval means, in relation to an Approved Person, an agreement or undertaking, if any, entered into by that Approved Person with the holder of the Reuters Founders Share in connection with being designated as an Approved Person.

The Associations means PA Group, NPA Nominees, Australian Associated Press and New Zealand Press Association.

The Office means, in relation to Thomson Reuters Corporation, the registered office of Thomson Reuters Corporation from time to time, and, in relation to Thomson Reuters PLC, the registered office of Thomson Reuters PLC from time to time.

The Three Newspaper Associations means PA Group, Australian Associated Press and New Zealand Press Association.

Thomson Reuters Corporation’s Articles means the articles of incorporation of Thomson Reuters Corporation, as they may be amended or supplemented from time to time.

Thomson Reuters Group means, collectively, Thomson Reuters Corporation, Thomson Reuters PLC and their respective Subsidiaries from time to time operating as a unified group pursuant to the DLC Structure.

Thomson Reuters PLC’s Articles means the articles of association of Thomson Reuters PLC, as they may be amended or supplemented from time to time.

5

Wholly Owned Subsidiary means a wholly owned subsidiary within the meaning of section 1159 of the Companies Act 2006.

1.3In this Deed, the expression Relevant Event means:

(a)in relation to each of the companies referred to in this Clause 1.3:

(i)the appointment of a receiver in respect of all or a substantial part of its assets; or

(ii)the making of an order by a court of competent jurisdiction for the compulsory winding-up of the company;

(b)in relation to PA Group:

(i)a Change of Control; or

(ii)a Fundamental Change;

(c)in relation to NPA, a Fundamental Change;

(d)in relation to Australian Associated Press:

(i)a Change of Control; or

(ii)a Fundamental Change;

(e)in relation to New Zealand Press Association:

(i)a Change of Control; or

(ii)a Fundamental Change.

1.4For the purposes of the definition of the expression Change of Control in this Deed, bodies corporate shall be taken to be Affiliates of one another if:

(a)one is a Wholly Owned Subsidiary of the other; or

(b)they are both Wholly Owned Subsidiaries of a third body corporate.

1.5Words or expressions used in this Deed in the masculine gender and/or singular form include these words or expressions in the feminine or neuter gender and plural form (as the case may be), and in each case vice versa.

1.6In this Deed, words denoting persons include bodies corporate.

1.7Neither the table of contents of nor the headings in this Deed affect its interpretation.

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1.8Unless otherwise indicated, references to Clauses and the Appendix in this Deed are references to Clauses and the Appendix of this Deed.

1.9In this Deed, any reference to any statute or statutory provision (other than section 1159 of the Companies Act 2006) shall be construed as including a reference to any statutory modification or re-enactment thereof from time to time in force.

1.10No provision of this Deed shall be construed as having the effect of preventing any of the parties from engaging in any trade or business in competition with the Thomson Reuters Group or with any of the other parties hereto or of imposing any obligation on any of the parties to take, buy or accept or otherwise acquire the goods or services of any of the parties or of any of its subsidiaries.

1.11The written consent of Reuters Founders Share Company shall be deemed to have been given for any of the purposes of this Deed if, and only if, a certificate signed on behalf of Reuters Founders Share Company by not less than two of the Reuters Trustees shall have been received at the Office of Thomson Reuters Corporation or Thomson Reuters PLC (as applicable) confirming that a resolution giving the consent in question has been duly passed at a meeting of the Reuters Trustees (in their capacity as directors of Reuters Founders Share Company) or by written resolution of the Reuters Trustees (in their capacity as directors of Reuters Founders Share Company) pursuant to Article 18 of Reuters Founders Share Company’s Articles.

1.12References in this Deed to Regulation numbers of Reuters Founders Share Company’s Articles are to the Regulations bearing that number at the date of this Deed.

2.TERMINATION OF PRIOR AGREEMENTS

The parties to the 1998 Deed of Mutual Covenant hereby agree that the 1998 Deed of Mutual Covenant is hereby terminated and of no further effect save for any obligations of any party to it arising prior to the date hereof.

3.REUTERS TRUST PRINCIPLES

3.1Each of the Associations, being resolved to safeguard the principles, the character and the reputation of the Thomson Reuters Group, severally covenants with the other Associations severally, with Reuters Founders Share Company severally and with Thomson Reuters Corporation and Thomson Reuters PLC severally to use its best endeavours (subject as provided in Clauses 1.10, 3.3 and 3.4) to ensure that the Reuters Trust Principles are complied with.

3.2Each of Reuters Founders Share Company, Thomson Reuters Corporation and Thomson Reuters PLC severally covenants with each of the Associations severally to use its best endeavours (subject as provided in Clause 3.4) to ensure that the Reuters Trust Principles are complied with.

3.3The obligations of each of the Associations under Clause 3.1 shall be deemed to have been satisfied by the proper discharge by each of the Associations of their respective

7

obligations under Clause 4 in order to ensure (in so far as by the proper exercise of such rights and the proper discharge of such obligations each such party is respectively able to do so without incurring any expenditure or pecuniary liability) that the Reuters Trust Principles are complied with.

3.4No party to this Deed shall be obliged by the provisions of this Clause 3 to purchase or subscribe or otherwise to acquire, or to sell, transfer or otherwise dispose of, or deal in any manner in shares or other securities of Thomson Reuters Corporation or Thomson Reuters PLC or to refrain from doing any such thing.

3.5For the avoidance of doubt, it is acknowledged for the benefit of each of the parties hereto and any Approved Person at the date hereof that completion of the Transaction in accordance with the terms thereof (including, without limitation, Thomson Reuters Corporation’s Articles, Thomson Reuters PLC’s Articles and the Reuters Trust Principles Support Agreement between Reuters Founders Share Company and the Woodbridge Company Limited of even date herewith) and the acquisition and maintenance by any Approved Person at the date hereof of shareholdings in Thomson Reuters PLC and/or Thomson Reuters Corporation comply with the Reuters Trust Principles (including such principles as defined in the 1998 Deed of Mutual Covenant).

4.APPOINTMENT OF REUTERS TRUSTEES

4.1Each of the Three Newspaper Associations severally covenants with each other of the Three Newspaper Associations severally and with NPA Nominees, Reuters Founders Share Company, Thomson Reuters Corporation and Thomson Reuters PLC severally to exercise its respective rights under Reuters Founders Share Company’s Articles to appoint one person to be a member of the Nomination Committee from time to time.

4.2Subject to the provisions of Clause 4.9, NPA Nominees covenants with each of the Three Newspaper Associations severally and with Reuters Founders Share Company, Thomson Reuters Corporation and Thomson Reuters PLC severally to exercise its right under Reuters Founders Share Company’s Articles to appoint one person to be a member of the Nomination Committee from time to time in accordance with the directions in writing of NPA.

4.3Reuters Founders Share Company covenants with each of the Three Newspaper Associations severally and with NPA Nominees, Thomson Reuters Corporation and Thomson Reuters PLC severally that no person shall be admitted to membership of Reuters Founders Share Company unless he shall first have executed and delivered a Form of Undertaking.

4.4Reuters Founders Share Company covenants with each of the Three Newspaper Associations severally and with NPA Nominees that, subject to the provisions of Clause 4.8, every person duly nominated and approved as a Reuters Trustee in accordance with Reuters Founders Share Company’s Articles and the provisions of this Deed shall be admitted to membership and become a director of Reuters Founders Share Company

8

forthwith upon execution under seal and delivery by such person of a Form of Undertaking.

4.5Each of the Three Newspaper Associations severally covenants with each other of the Three Newspaper Associations severally and with NPA Nominees, Reuters Founders Share Company, Thomson Reuters Corporation and Thomson Reuters PLC severally that it will give a Distress Notice forthwith to each of them if a Relevant Event shall occur in respect of it.

4.6Subject to the provisions of Clause 4.9, NPA Nominees covenants with each of the Three Newspaper Associations severally and with Reuters Founders Share Company, Thomson Reuters Corporation and Thomson Reuters PLC severally that it will give a Distress Notice forthwith to each of them if NPA directs it in writing so to do by reason of a Relevant Event having occurred in respect of NPA.

4.7Reuters Founders Share Company shall, if it has by resolution of the Reuters Trustees in accordance with Article 22 of Reuters Founders Share Company’s Articles so resolved, give a Distress Notice to each of the Three Newspaper Associations, NPA Nominees, Thomson Reuters Corporation and Thomson Reuters PLC that a Relevant Event has occurred in respect of one of the Newspaper Associations.

4.8If a Distress Notice is duly given by one of the Three Newspaper Associations, or by Reuters Founders Share Company in respect of any of the Three Newspaper Associations then if the Distress Notice is given by (or by Reuters Founders Share Company in respect of) any of the Three Newspaper Associations the obligations of that Newspaper Association under Clause 4.1 shall cease.

4.9If:

(a)NPA shall fail (for whatever reason) to give a direction in writing to NPA Nominees with respect to the appointment of a person to the Nomination Committee; or

(b)a Distress Notice is duly given by NPA Nominees, or by Reuters Founders Share Company, in respect of NPA:

then:

(i)the provisions of Clause 4.2 and Clause 4.6 shall forthwith cease to have effect; and

(ii)the provisions of Clause 4.10 shall forthwith take effect.

4.10Subject to the provisions of Clause 4.9, NPA Nominees covenants with each of the Three Newspaper Associations severally, with Reuters Founders Share Company severally and with Thomson Reuters Corporation and Thomson Reuters PLC severally to exercise its rights under Reuters Founders Share Company’s Articles to appoint one person to be a member of the Nomination Committee from time to time.

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4.11The giving of a Distress Notice by any of the Associations, or by Reuters Founders Share Company in respect of any of them, shall not prejudice any right or remedy of any party to this Deed against such person.

5.ADDITIONAL COVENANTS WITH REUTERS FOUNDERS SHARE COMPANY

5.1Thomson Reuters Corporation and Thomson Reuters PLC jointly and severally covenant with Reuters Founders Share Company that their respective Boards of Directors and the Boards of Directors of their respective Subsidiaries will in the performance of their respective functions have due regard to the Reuters Trust Principles and to the rights and duties of the Reuters Trustees set out in Reuters Founders Share Company’s Articles in so far as by the proper exercise of their respective powers by such Boards of Directors and in accordance with the other duties of directors those principles are capable of being observed by such Boards of Directors.

5.2Thomson Reuters Corporation and Thomson Reuters PLC jointly and severally covenant with Reuters Founders Share Company that they will forthwith give to Reuters Founders Share Company full particulars of every recording or inscription made in their respective registers of interests in shares and their associated indexes (if any) kept in accordance with section 141 of the OBCA, and section 808 of the Companies Act 2006, respectively, and that they will forthwith upon request by Reuters Founders Share Company give to Reuters Founders Share Company a copy or copies of such registers and/or indexes or any part or parts thereof.

5.3Each of the Associations severally covenants, and Thomson Reuters Corporation and Thomson Reuters PLC jointly and severally covenant, with Reuters Founders Share Company that it or they will give notice to Reuters Founders Share Company of any single action or event or series of actions or events which become known to it or them and which, in the opinion of such Association or of Thomson Reuters Corporation or Thomson Reuters PLC, as the case may be, would or might result in a breach of the Reuters Trust Principles.

5.4Thomson Reuters Corporation and Thomson Reuters PLC jointly and severally covenant with Reuters Founders Share Company that they will promptly give to Reuters Founders Share Company full particulars of any interest in their respective share capital becoming known to them through a public filing made, or a written notification delivered, under any law or regulation applicable to them or their respective shareholders.

5.5Thomson Reuters Corporation and Thomson Reuters PLC jointly and severally covenant with Reuters Founders Share Company that they will have an office of editor in chief of the news services of the Thomson Reuters Group and will provide Reuters Founders Share Company with the opportunity to consult with their respective Boards of Directors a reasonable period of time prior to appointing an individual to, or removing an individual from, such office.

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5.6Thomson Reuters Corporation and Thomson Reuters PLC jointly and severally covenant with Reuters Founders Share Company that they will keep Reuters Founders Share Company informed through regular information meetings and presentations of material matters relating to the business and affairs of the Thomson Reuters Group that may reasonably be expected to affect the interests of Reuters Founders Share Company in relation to the Reuters Trust Principles.

6.COVENANTS OF REUTERS FOUNDERS SHARE COMPANY

6.1Reuters Founders Share Company, being entitled to make such representations to the Boards of Directors of Thomson Reuters Corporation and Thomson Reuters PLC, on matters of general interest affecting the Thomson Reuters Group, as it may from time to time think fit, shall cause the Reuters Trustees to be generally available for consultation with such Boards of Directors.

6.2Reuters Founders Share Company shall use reasonable efforts to inform Thomson Reuters Corporation and Thomson Reuters PLC of its views on matters relating to the conduct of the business and affairs of the Thomson Reuters Group in relation to the Reuters Trust Principles.

6.3Reuters Founders Share Company shall use reasonable efforts to attend either in person or by proxy any meeting of shareholders of Thomson Reuters Corporation or Thomson Reuters PLC at which a Reuters Founders Share carries a right to vote.

7.INDEMNITIES AND ADMINISTRATIVE SERVICES

7.1Thomson Reuters Corporation and Thomson Reuters PLC jointly and severally covenant with Reuters Founders Share Company (both for the benefit of Reuters Founders Share Company and as trustee for the Reuters Trustees from time to time) that they will pay into Reuters Founders Share Company Bank Account on demand all such sums of money as Reuters Founders Share Company shall from time to time certify are required by it:

(a)to indemnify the Reuters Trustees in respect of (i) their travelling, hotel and other reasonable expenses incurred in attending and returning from all meetings of the Reuters Trustees as directors and members of Reuters Founders Share Company and in carrying on the functions of Reuters Founders Share Company, including (but without limitation) the exercise of the rights, powers and duties exercisable by Reuters Founders Share Company and by the Reuters Trustees and (ii) amounts payable to the Reuters Trustees pursuant to Article 32 of the Articles of Association of Reuters Founders Share Company;

(b)to indemnify members of the Nomination Committee of Reuters Founders Share Company (Nomination Committee) who are not Reuters Trustees in respect of (i) their travelling, hotel and other reasonable expenses incurred in attending and returning from all meetings of the Nomination Committee, and in carrying out the functions of the Nomination Committee including (but without limitation) the exercise of the rights, powers and duties exercisable by the Nomination Committee and (ii) amounts payable to members of the Nomination Committee

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pursuant to Article 32 of the Articles of Association of Reuters Founders Share Company;

(c)to indemnify Reuters Founders Share Company in respect of all disbursements, fees and expenses which have been incurred or paid or will or may become liable to be incurred by it including in particular (but without limitation) all expenses incurred in enforcing the Reuters Trust Principles and any other provisions contained in this Deed and in carrying out the objects of Reuters Founders Share Company, whether by judicial proceedings or otherwise;

(d)to indemnify Reuters Founders Share Company in respect of all fees payable to the Chairman of the Reuters Trustees or the other Reuters Trustees or to members of the Nomination Committee who are not Reuters Trustees provided that in determining the fee of the Chairman, the Reuters Trustees shall take into account the recommendation of the Remuneration Committee appointed by Reuters Founders Share Company pursuant to Article 15.5 of the Articles of Association of Reuters Founders Share Company. In determining the fee of the Reuters Trustees, the Chairman shall take into account the recommendation of the Remuneration Committee, any views of the remaining Reuters Trustees thereon and consult the Chief Executive Officer or other senior executive officers for the time being of the Thomson Reuters Group. The fees payable shall be at the rates from time to time determined in accordance with the Articles of Association of Reuters Founders Share Company;

(e)to comply with all statutory requirements from time to time in force (and whether arising under taxation statutes or statutes relating to companies or otherwise) and applicable to Reuters Founders Share Company; and

(f)to permit Reuters Founders Share Company to maintain in Reuters Founders Share Company Bank Account a credit balance of approximately ten thousand pounds to enable Reuters Founders Share Company to discharge any such fees, costs and expenses as are referred to in this Clause 7.

7.2Thomson Reuters Corporation and Thomson Reuters PLC jointly and severally covenant with Reuters Founders Share Company to pay on demand the cost of (or at the option of Reuters Founders Share Company procure the provision without cost to Reuters Founders Share Company of) all company secretarial services and other ancillary administrative services which Reuters Founders Share Company may from time to time request.

7.3Each of Thomson Reuters Corporation and Thomson Reuters PLC shall be entitled to pay any sum due under this Clause 7 (other than any sum due pursuant to Clause 7.1(f)) into Reuters Founders Share Company Bank Account on terms that any sum so paid and which shall not within 30 days of being so paid have been utilised for the certified purpose shall forthwith on request in writing from Thomson Reuters Corporation or Thomson Reuters PLC (as applicable) be refunded to it.  The obligations of Thomson Reuters Corporation and Thomson Reuters PLC in this Clause 7 may be fulfilled at their option by any member of the Thomson Reuters Group.

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7.4The obligations of Thomson Reuters Corporation and Thomson Reuters PLC to make any payment into Reuters Founders Share Company Bank Account under this Clause 7 shall not be affected by, nor shall the amount of any such payment be reduced on account of, any contractual or common law right of set-off, or any amount counter-claimed by either of them, respectively, in respect of any sum owing, or alleged to be owing, from Reuters Founders Share Company to either of them.

7.5Thomson Reuters Corporation and Thomson Reuters PLC jointly and severally covenant with Reuters Founders Share Company to maintain insurance coverage for all Reuters Trustees under the directors’ and officers’ insurance policy of the Thomson Reuters Group from time to time existing or an equivalent policy, on substantially similar terms to those applicable to directors of Thomson Reuters Corporation and Thomson Reuters PLC.

8.VARIATION AND TERMINATION

8.1Subject to the provisions of this Clause 8, the provisions of this Deed may be varied at any time by a supplemental deed between such of the parties as are required to consent to such variation by this Clause 8.

8.2No variation may be made to this Deed without the written consent of each of the Associations and Reuters Founders Share Company.

8.3No variation may be made to this Deed which would extend or increase the obligations or liabilities of any party to this Deed without written consent of that party.

8.4This Deed may be terminated at any time with the written consent of each of the Associations and Reuters Founders Share Company.

9.CHANGES IN PARTIES

Each of the parties to this Deed severally covenants with each of the Associations and Reuters Founders Share Company severally that it will not assign or sub-contract any of its rights or sub-contract the performance of any of its obligations under this Deed (except the performance of administrative duties).

10.RELATIONSHIP OF THE PARTIES

Save as expressly provided in relation to Thomson Reuters PLC in Clause 12.4, this Deed shall not constitute any party hereto the agent of any other party, nor shall it constitute a partnership between any of the parties.

11.NOTICES

11.1Any notice or other communication under this Deed shall be in writing and in English.

11.2Any such notice or other communication may be given by letter delivered, or sent postage prepaid by first class post, to the recipient at its address stated herein.  Any such

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notice or other communication may be given by email or facsimile transmission to the recipient, but if so given shall promptly be confirmed by letter.

11.3The address of any party to this Deed may be changed by notice given to each person who at the date of the giving of such notice is a party to this Deed.

11.4Any notice or other communication delivered to the recipient shall be deemed to have been received on delivery.  Any notice or other communication sent by first class post shall be deemed to have been received 48 hours after being put in the post if sent within the United Kingdom and seven days after being put in the post if sent to or from an address outside the United Kingdom.  Any notice or other communication sent by email or facsimile transmission shall be deemed to have been received 24 hours after despatch.

11.5A copy of any notice or other communication under this Deed to Reuters Founders Share Company shall be concurrently sent to the person designated from time to time by the Thomson Reuters Group to provide secretarial services to Reuters Founders Share Company.

12.GOVERNING LAW AND JURISDICTION

12.1This Deed shall be governed by and construed in accordance with the laws of England.

12.2Each of the parties to this Deed irrevocably submits to the non-exclusive jurisdiction of the English courts and waives any objection to proceedings in any such court on the grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum or any similar grounds.

12.3The provisions of Clause 12.2 shall not affect the right of any party to this Deed to take proceedings in any other jurisdiction in which jurisdiction can be founded.

12.4Each of the parties to this Deed not having its registered office in the United Kingdom irrevocably appoints Thomson Reuters PLC as its agent for service of process in any proceedings brought before any English court.  Thomson Reuters PLC irrevocably accepts such appointment.  The provisions of this Clause 12.4 shall not affect the right to serve process in any manner permitted by law.

13.THIRD PARTY RIGHTS

A person who is not a party to this Deed may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 or otherwise, with the exception of any Approved Person at the date hereof, which may enforce the provisions of Clause 3.5, and any of the Reuters Trustees.

14.COUNTERPARTS

This Deed may be signed in counterparts and each such counterpart shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument.

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IN WITNESS whereof this Deed has been executed by the parties on the date first above written

PA GROUP LIMITED
by:
	Name:
	Title:
by:
	Name:
	Title:

NPA NOMINEES LIMITED
by:
	Name:
	Title:
by:
	Name:
	Title:

AUSTRALIAN ASSOCIATED PRESS PTY LIMITED
by:
	Name:
	Title:
by:
	Name:
	Title:

15

NEW ZEALAND PRESS ASSOCIATION LIMITED
by:
	Name:
	Title:
by:
	Name:
	Title:

REUTERS FOUNDERS SHARE COMPANY LIMITED
by:
	Name:
	Title:
by:
	Name:
	Title:

THOMSON REUTERS CORPORATION
by:
	Name:
	Title:

THOMSON REUTERS PLC
by:
	Name:
	Title:
by:
	Name:
	Title:

16

REUTERS GROUP PLC
by:
	Name:
	Title:

17

APPENDIX

FORM OF UNDERTAKING

TO:Reuters Founders Share Company Limited, Thomson Reuters Corporation, Thomson Reuters PLC, PA Group Limited, NPA Nominees Limited (on behalf of the Newspapers Publishers Association Limited), Australian Associated Press Pty Limited and New Zealand Press Association Limited

I,

of

HEREBY UNDERTAKE that upon my becoming a Reuters Trustee (as defined in the Articles of Association of Reuters Founders Share Company Limited) and so long as I shall be a Reuters Trustee I shall exercise all the voting and other rights and powers vested in me as a Reuters Trustee to secure that:

(a)the Reuters Trust Principles (as defined in the Memorandum of Association of Reuters Founders Share Company Limited) are generally observed by Thomson Reuters Corporation and Thomson Reuters PLC and their respective subsidiaries from time to time and by Reuters Founders Share Company Limited;

(b)every person duly nominated to be a Reuters Trustee in accordance with the Articles of Association of Reuters Founders Share Company Limited shall forthwith be admitted to membership of Reuters Founders Share Company Limited; and

(c)the provisions of the Articles of Association of Reuters Founders Share Company Limited relating to the nomination and admission of persons to be Reuters Trustees shall not be amended without your prior written consent.

IN WITNESS whereof I have hereunto set my hand this        day of,

SIGNED AS A DEED and DELIVERED

by the above named in the presence of:

Witness:

Address:

Occupation:

A-1

EX-99.11

Exhibit 99.11

EXECUTION COPY

STOCK AND ASSET PURCHASE AGREEMENT

Among

THE THOMSON CORPORATION DELAWARE INC.,

THOMSON LEGAL & REGULATORY INC.,

THOMSON FINANCE S.A.,

THOMSON LEARNING HOLDINGS COÖPERATIEF U.A.

THOMSON GLOBAL RESOURCES

and

APAX/TL HOLDINGS LLC

Dated as of May 11, 2007

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS
SECTION 1.01. Certain Defined Terms	1
SECTION 1.02. Definitions	9
SECTION 1.03. Interpretation and Rules of Construction	11
ARTICLE II PURCHASE AND SALE
SECTION 2.01. Purchase and Sale of the Shares	12
SECTION 2.02. Purchase and Sale of Assets	12
SECTION 2.03. Assumption of Liabilities	13
SECTION 2.04. Purchase Price; Allocation of Purchase Price	13
SECTION 2.05. Closing	13
SECTION 2.06. Closing Deliveries by the Sellers	13
SECTION 2.07. Closing Deliveries by the Purchaser	14
SECTION 2.08. Adjustment of the Purchase Price	14
SECTION 2.09. Pension Escrow	16
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLERS
SECTION 3.01. Organization, Authority and Qualification of the Sellers	17
SECTION 3.02. Organization, Authority and Qualification of the Learning Entities	18
SECTION 3.03. Capitalization; Ownership of Shares	18
SECTION 3.04. No Conflict	18
SECTION 3.05. Governmental Consents and Approvals	19
SECTION 3.06. Financial Information	19
SECTION 3.07. Absence of Undisclosed Material Liabilities	19
SECTION 3.08. Conduct in the Ordinary Course	19
SECTION 3.09. Litigation	20
SECTION 3.10. Compliance with Laws	20
SECTION 3.11. Intellectual Property	20
SECTION 3.12. Real Property	20
SECTION 3.13. Employee Benefit Matters	21
SECTION 3.14. Taxes	22
SECTION 3.15. Material Contracts	22
SECTION 3.16. Environmental Matters	23
SECTION 3.17. Certain Business Relationships with Affiliates	24
SECTION 3.18. Title to Purchased Assets; Sufficiency	24
SECTION 3.19. Brokers	24
SECTION 3.20. Disclaimer of the Sellers.	24
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
SECTION 4.01. Organization and Authority of the Purchaser	25

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SECTION 4.02. No Conflict	25
SECTION 4.03. Governmental Consents and Approvals	26
SECTION 4.04. Investment Purpose	26
SECTION 4.05. Financing	26
SECTION 4.06. Litigation	27
SECTION 4.07. Brokers	27
SECTION 4.08. Independent Investigation; Sellers’ Representations	27
ARTICLE V ADDITIONAL AGREEMENTS
SECTION 5.01. Conduct of Business Prior to the Closing	28
SECTION 5.02. Access to Information	30
SECTION 5.03. Confidentiality	31
SECTION 5.04. Regulatory and Other Authorizations; Notices and Consents	31
SECTION 5.05. Thomson Marks; West Marks	33
SECTION 5.06. Licenses	35
SECTION 5.07. Intellectual Property Further Assurances	36
SECTION 5.08. Transition Services	36
SECTION 5.09. Connecticut Property Transfer Act	37
SECTION 5.10. Non-Competition	37
SECTION 5.11. Release from Guarantees	37
SECTION 5.12. Financing Commitments; Amendment or Waiver	38
SECTION 5.13. Excluded Businesses	40
SECTION 5.14. Pre-Closing Reorganization	41
SECTION 5.15. Updates	41
SECTION 5.16. Insurance	41
SECTION 5.17. Privileged Matters	42
SECTION 5.18. Further Action	43
SECTION 5.19. Intercompany Obligations	43
ARTICLE VI EMPLOYEE MATTERS
SECTION 6.01. Terms of Employment	43
SECTION 6.02. Employee Benefits	43
SECTION 6.03. Pension Plans; 401(k) Plan	44
SECTION 6.04. Retention Agreements; Severance.	44
SECTION 6.05. No Third Party Beneficiaries	45
ARTICLE VII TAX MATTERS
SECTION 7.01. Tax Indemnities	45
SECTION 7.02. Tax Refunds and Tax Benefits	46
SECTION 7.03. Contests	47
SECTION 7.04. Preparation of Tax Returns	47
SECTION 7.05. Tax Cooperation and Exchange of Information	48
SECTION 7.06. Conveyance Taxes	49
SECTION 7.07. Tax Covenants	49

ii

SECTION 7.08. Section 338(h)(10) Election	49
SECTION 7.09. Miscellaneous	50
ARTICLE VIII CONDITIONS TO CLOSING
SECTION 8.01. Conditions to Obligations of the Sellers	50
SECTION 8.02. Conditions to Obligations of the Purchaser	51
ARTICLE IX INDEMNIFICATION
SECTION 9.01. Survival of Representations, Warranties and Covenants	52
SECTION 9.02. Indemnification by the Sellers	52
SECTION 9.03. Indemnification by the Purchaser	52
SECTION 9.04. Limits on Indemnification	52
SECTION 9.05. Notice of Loss; Third Party Claims	53
SECTION 9.06. Remedies	54
SECTION 9.07. Tax Matters	55
ARTICLE X TERMINATION
SECTION 10.01. Termination	55
SECTION 10.02. Effect of Termination	55
ARTICLE XI GENERAL PROVISIONS
SECTION 11.01. Expenses	56
SECTION 11.02. Notices	56
SECTION 11.03. Public Announcements	57
SECTION 11.04. Severability	57
SECTION 11.05. Entire Agreement	58
SECTION 11.06. Assignment	58
SECTION 11.07. Amendment	58
SECTION 11.08. Waiver	58
SECTION 11.09. No Third Party Beneficiaries	58
SECTION 11.10. Specific Performance; Remedies	58
SECTION 11.11. Governing Law	59
SECTION 11.12. Waiver of Jury Trial	59
SECTION 11.13. Counterparts	59

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EXHIBITS
1.01(a)	Form of Assignment and Assumption Agreement
1.01(b)	Form of Assignment of Transferred Intellectual Property
1.01(c)	Form of Bill of Sale
1.01(d)	Seller’s Knowledge
2.04(b)	Allocation of Purchase Price
2.09	Form of Escrow Agreement
5.08(a)	Form of Transition Services Agreement
5.08(b)	Form of HR Services Agreement
5.14	Reorganization Transactions
SCHEDULE
1.01	Reference Working Capital Amount

iv

STOCK AND ASSET PURCHASE AGREEMENT, dated as of May 11, 2007, among The Thomson Corporation Delaware Inc., a Delaware corporation (“TCDI”), Thomson Legal & Regulatory Inc., a Minnesota corporation (“TLR”), Thomson Finance S.A., a corporation organized under the laws of Luxembourg (“Thomson Finance”), Thomson Learning Holdings Coöperatief U.A., a co-operative established under the laws of the Netherlands (“TLHC” and, together with TCDI, TLR and Thomson Finance, the “Stock Sellers”), Thomson Global Resources, a corporation organized under the laws of the Republic of Ireland (“TGR” or the “Asset Seller” and, together with the Stock Sellers, the “Sellers”) and Apax/TL Holdings LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Stock Sellers own, directly or indirectly, all of the issued and outstanding shares of capital stock of the Learning Entities (as defined hereafter);

WHEREAS, the Asset Seller owns all of the Purchased Assets (as defined hereafter); and

WHEREAS, the Sellers wish to sell to the Purchaser, and the Purchaser wishes to purchase from the Sellers, the Shares (as defined hereafter) and the Purchased Assets (as defined hereafter), and in connection therewith the Purchaser is willing to assume from the Asset Seller all of the Assumed Liabilities (as defined hereafter), upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the Sellers and the Purchaser hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01.  Certain Defined Terms.  For purposes of this Agreement:

“Action” means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority.

“Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

“Agreement” or “this Agreement” means this Stock and Asset Purchase Agreement between the parties hereto (including the Exhibits hereto and the Disclosure Schedule) and all amendments hereto made in accordance with the provisions of Section 11.07.

“Ancillary Agreements” means the Assignment and Assumption Agreement, the Assignment of Transferred Intellectual Property, the Bill of Sale, the Transition Services Agreement and the HR Services Agreement.

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“Assignment and Assumption Agreement” means the Assignment and Assumption Agreement to be executed by the Asset Seller and the Purchaser at the Closing, substantially in the form of Exhibit 1.01(a).

“Assignment of Transferred Intellectual Property” means the Assignment of Transferred Intellectual Property to be executed by the Asset Seller and the Purchaser at the Closing, substantially in the form of Exhibit 1.01(b).

“Bill of Sale” means the Bill of Sale to be executed by the Asset Seller and the Purchaser at the Closing, substantially in the form of Exhibit 1.01(c).

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in The City of New York.

“Business Employee” means each current or former employee or independent contractor of the Learning Entities.

“Business Intellectual Property” means collectively, (i) the Owned Intellectual Property and (ii) the Transferred Intellectual Property, in each case that is material to the operation of the business of the Learning Entities as currently conducted.

“Business IP Agreements” means the Owned IP Agreements and the Transferred IP Agreements, in each case that are material to the operation of the business of the Learning Entities as currently conducted.

“Closing Working Capital” means an amount equal to the difference between the total combined Current Assets of the Learning Entities minus the total combined Current Liabilities of the Learning Entities determined as of the open of business on the Closing Date.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Companies” means the entities owned or controlled directly by the Stock Sellers and identified in Section 1.01(a) of the Disclosure Schedule.

“control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.

“Conveyance Taxes” means all sales, use, value added, goods and services, transfer, stamp, stock transfer, recording, registration, documentary, filing, real property transfer or gains and similar Taxes.

“Current Assets” means all cash and cash equivalents, accounts receivable, inventory, prepaid and other current assets, each determined on a basis consistent with the

2

preparation of the Reference Balance Sheet, but excluding income Tax receivables and deferred Tax assets from current assets.

“Current Liabilities” means all accounts payable, accrued expenses, deferred revenue (long and short term) and other current liabilities, each determined on a basis consistent with the preparation of the Reference Balance Sheet, but excluding deferred Tax liabilities and accrued income Taxes.

“Disclosure Schedule” means the Disclosure Schedule attached hereto, dated as of the date of this Agreement, delivered by the Sellers to the Purchaser in connection with this Agreement.  Notwithstanding anything to the contrary contained in the Disclosure Schedule or in this Agreement or the Ancillary Agreements, except as expressly provided otherwise in this Agreement, the information and disclosures contained in any Section of the Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other section of the Disclosure Schedule as though fully set forth in such other section for which such information is applicable.  No reference to or disclosure of any item or other matter in any Section of this Agreement, including any Section of the Disclosure Schedule, shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in this Agreement.  Without limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any contract, Law or Governmental Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.

“Encumbrance” means any security interest, pledge, hypothecation, mortgage, lien or encumbrance, other than any license of Intellectual Property.

“Environmental Law” means any Law that relates to pollution or the protection of the environment.

“Environmental Permit” means any permit, approval, identification number or license that a Learning Entity is required to possess under Environmental Law.

“Escrow Agent” means a banking institution as mutually agreed by the parties.

“Excluded Businesses” means the businesses conducted from time to time by the following business units of Thomson Learning Inc. and its Affiliates: Prometric, NETg, the U.S. operations of Thomson Education Direct and Peterson’s.

“Excluded Businesses’ Assets” means the assets described in the Excluded Businesses’ Agreements executed prior to the date hereof, or with respect to the Prometric business unit of Thomson Learning Inc., the assets primarily used or held for use in or in connection with, or related to, the Excluded Businesses.

“Excluded Businesses’ Liabilities” means (i) the Liabilities of the Excluded Businesses which the purchasers of the respective Excluded Businesses do not assume pursuant to the terms of the Excluded Businesses Purchase Agreements, (ii) any indemnification obligations of the Learning Entities arising from breaches of (A) representations and warranties and (B) covenants that by their terms must be performed prior to closing, each pursuant to the

3

Excluded Businesses Purchase Agreements and (iii) the note payable to Capstar.  “Excluded Businesses’ Liabilities” shall not include the provision of services under the transition services agreements relating to the Excluded Businesses and indemnification obligations arising from or relating to breaches of post-closing covenants and obligations of any of the Learning Entities contained in the Excluded Businesses Purchase Agreements.

“Excluded Businesses Purchase Agreements” means the purchase agreements and ancillary agreements relating thereto entered into prior to the date hereof between the relevant Learning Entities prior to the Closing Date or TCDI or its Affiliates (other than the Learning Entities) and the purchaser or purchasers party thereto relating to an acquisition of any of the Excluded Businesses and the Prometric Agreement (as defined in the Disclosure Schedule).

“Excluded Taxes” means (i) Taxes imposed on or payable by any Learning Entity for any taxable period that ends on or before the Closing Date; (ii) all Taxes relating to the Purchased Assets for any taxable period that ends on or before the Closing Date; (iii) with respect to Straddle Periods, Taxes imposed on any Learning Entity and Taxes relating to the Purchased Assets which are allocable, pursuant to Section 7.01(b), to the portion of such period ending on the Closing Date; (iv) Taxes for which any Learning Entity is held liable under Section 1.1502-6 of the Regulations (or any similar provision of state, local or foreign Law) by reason of such Learning Entity being included in any consolidated, affiliated, combined or unitary group with any Seller (or any Affiliates of any Seller) at any time before the Closing Date; (v) all liability for Taxes relating to the Excluded Businesses; (vi) all liability for Taxes arising (directly or indirectly) as a result of the Reorganization Transactions or the other transactions contemplated hereby; (vii) Taxes imposed on or payable by third parties with respect to which any Learning Entity has an obligation to indemnify such third party pursuant to a transaction consummated prior to the Closing Date including under any Tax sharing, Tax indemnity, Tax allocation or similar contract between any of the Sellers or any of their Affiliates other than the Learning Entities, on the one hand, and the Learning Entities on the other hand; (viii) all liability for Taxes resulting from any Election contemplated by Section 7.08; and (ix) all liability for Taxes resulting from a breach of any covenant of any Seller (or any Affiliates of any Seller) set forth in Section 5.01(m) or Article VII; provided, however, that Excluded Taxes (A) shall not include Taxes resulting from any act, transaction or omission of the Purchaser or any Learning Entity occurring after the Closing that is not in the ordinary course of business (other than any act, transaction or omission contemplated by this Agreement) and (B) shall not include Taxes attributable to the Purchaser’s failure to satisfy any of its obligations pursuant to this Agreement to the extent that such failure contributed to the sole reason for the incurrence of such Tax.

“Final Working Capital Statement” means the statement of Closing Working Capital determined pursuant to the procedures set forth in Section 2.08(e).

“GAAP” means United States generally accepted accounting principles and practices in effect from time to time applied consistently throughout the periods involved.

“GOLD Platform” means the technology and systems described in Section 2.02(a)(i) of the Disclosure Schedule.

4

“Governmental Authority” means any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body of competent jurisdiction.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Higher Education Market” means (a) universities, colleges, junior colleges, post-high school vocational/technical schools and for-profit, post-secondary schools that provide professional, career-specific educational programs (collectively, the educational institutions), whether the programs and services of such institutions are provided in physical facilities, or online or through other electronic media, (b) students served by the educational institutions, and (c) professors and instructors of the educational institutions.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Indebtedness” means, with respect to any Person, without duplication:  (i) the principal of and any premium in respect of indebtedness for borrowed money, including any accrued interest and any cost or penalty associated with prepaying any such indebtedness, and including any such obligations evidenced by bonds, debentures, notes or similar obligations or any guarantee of the foregoing, (ii) obligations under or with respect to acceptances, letters of credit, guarantees, surety bonds or similar arrangements, (iii) all capitalized lease obligations that are classified as a balance sheet liability in accordance with GAAP, (iv) obligations with respect to hedging, swaps or similar arrangements, (v) overdrafts, and (vi) any accrued and unpaid purchase price obligations related to acquisitions.

“Indemnified Party” means a Purchaser Indemnified Party or a Seller Indemnified Party, as the case may be.

“Indemnifying Party” means TCDI pursuant to Section 9.02 and the Purchaser pursuant to Section 9.03, as the case may be.

“Initial Working Capital Statement” means a statement setting forth TCDI’s determination of the Closing Working Capital prepared using the same accounting policies, principles and methodologies as used in the preparation of, the Reference Balance Sheet.

“Intellectual Property” means (a) patents and patent applications, (b) trademarks, service marks, trade names, trade dress and domain names, together with the goodwill associated exclusively therewith, (c) copyrights, including copyrights in computer software, (d) confidential and proprietary information, including trade secrets and know-how, and (e) registrations and applications for registration of the foregoing.

“Law” means any federal, national, supranational, state, provincial, local or administrative statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law).

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“Learning Entities” means (a) the Companies and (b) the entities owned or controlled by the Companies and identified in Section 1.01(b) of the Disclosure Schedule.

“Liabilities” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including those arising under any Law, Action or Governmental Order and those arising under any contract, lease, agreement, arrangement, commitment or undertaking.

“Libraries” means municipal entities with general public access and parts of universities, colleges and schools that aggregate and organize collections of publications and other forms of information in physical and electronic media and make their collections available to patrons and customers.

“Material Adverse Effect” means any event, circumstance, change in or effect on the Learning Entities or the Purchased Assets that, individually or in the aggregate, is or would reasonably be expected to be materially adverse to the results of operations or the financial condition of the Learning Entities and the Purchased Assets, taken as a whole, or that prevents or materially delays or impairs the ability of the Sellers to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement; provided, however, that none of the following, either alone or in combination, shall be considered in determining whether there has been a “Material Adverse Effect” or a breach of a representation, warranty, covenant or agreement that is qualified by the term “Material Adverse Effect”:  (a) events, circumstances, changes or effects that generally affect the industries in which the Learning Entities operate (including legal and regulatory changes), (b) general economic or political conditions or events, circumstances, changes or effects affecting the securities markets generally, (c) changes arising from the consummation of the transactions (other than the Closing itself) contemplated by, or the announcement of the execution of, or any action taken pursuant to or in furtherance of, this Agreement, including (i) any actions of competitors, (ii) any actions taken by or losses of employees, customers or distributors, (iii) any delays or cancellations of orders for products or services, or (iv) any actions taken in connection with obtaining regulatory consents or approvals, (d) any reduction in the price of services or products offered by the Learning Entity in response to the reduction in price of comparable services and products offered by competitors, (e) any event, circumstance, change or effect that results from any action taken pursuant to or in accordance with this Agreement or at the request of Purchaser (other than the Closing itself) and (f) any event, circumstance, change or effect caused by acts of terrorism or war (whether or not declared) occurring after the date of this Agreement, except, in the case of the foregoing clauses (a), (b), (d) or (f) only, to the extent such changes do not disproportionately impact the Learning Entities, taken as a whole, relative to other companies in the industries in which the Learning Entities and the Purchased Assets conduct their business.

“Neutral Accountant” means an internationally recognized accounting firm mutually agreed by the parties.

“Non-Competition Party” means The Thomson Corporation and each Person in which The Thomson Corporation (or a subsidiary thereof that is a subsidiary as of the Closing Date and continues to be a subsidiary during the Restricted Period, other than the Learning Entities) holds, as of the Closing Date and continues to hold during the Restricted Period, stock

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or other ownership interests representing more than 50% of the voting power of all the outstanding stock or ownership interests of such Person.

“Objection Deadline Date” means the date 30 days after delivery by TCDI to the Purchaser of the Initial Working Capital Statement.

“Off-the-Shelf Software” means any and all generally commercially available computer software, and computer software licensed pursuant to shrink-wrap or click-wrap agreements.

“Owned Intellectual Property” means all Intellectual Property owned by any of the Learning Entities.

“Owned IP Agreements” means all agreements whose primary purpose is the (i) license of Intellectual Property by any third party to a Learning Entity other than licenses of Off-the-Shelf Software and (ii) license of Owned Intellectual Property by a Learning Entity to any third party.  For the avoidance of doubt, the term “Owned IP Agreements” shall not include any agreement required to be listed on Section 3.15(a) of the Disclosure Schedule.

“Pension Actuary” means the scheme actuary of the U.K. Pension Plan.

“Pension Debt” means the amount owed to the U.K. Pension Plan pursuant to Sections 75 and 75A of the U.K. Pensions Act of 1995 and the Occupational Pension Schemes (Employer Debt) Regulations 2005, if any, as certified by the Pension Actuary.

“Pension Escrow Amount” means £20,000,000.

“Permitted Encumbrances” means (a) statutory liens for current Taxes not yet due or delinquent (or which may be paid without interest or penalties) or the validity or amount of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (b) mechanics’, carriers’, workers’, repairers’ and other similar liens arising or incurred in the ordinary course of business relating to obligations as to which there is no default on the part of any Seller or any Learning Entity, as the case may be, or the validity or amount of which is being contested in good faith by appropriate proceedings, or pledges, deposits or other liens securing the performance of bids, trade contracts, leases or statutory obligations (including workers’ compensation, unemployment insurance or other social security legislation), (c) zoning, entitlement, conservation restriction and other land use regulations by Governmental Authorities which do not materially interfere with the present use of the assets of the Learning Entities, (d) all covenants, conditions, restrictions, easements, charges, rights-of-way, other Encumbrances and other similar matters of record set forth in any state, local or municipal franchise under which the Learning Entities conduct their business, and (e) matters which would be disclosed by an accurate survey or inspection of any real property used by the Learning Entities which do not materially impair the occupancy or current use of any real property used by the Learning Entities which they encumber.

“Person” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate

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or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

“Post-Closing Period” means any taxable period (or portion thereof) beginning after the Closing Date.

“Pre-Closing Period” means any taxable period (or portion thereof) ending on or prior to the Closing Date.

“Print Publications” means print textbooks.

“Publications” means Print Publications and Supplemental Materials.

“Purchase Price Bank Account” means a bank account or accounts in the United States to be designated by TCDI in a written notice to the Purchaser at least five (5) Business Days before the Closing.

“Reference Balance Sheet” means the audited combined balance sheets of the Learning Entities and the Purchased Assets and Assumed Liabilities as of the Reference Balance Sheet Date.

“Reference Balance Sheet Date” means December 31, 2006.

“Reference Working Capital Amount” means, (i) if the Closing Date is on or prior to July 1, 2007, $127, 853,710, (ii) if the Closing Date is after July 1, 2007, but prior to August 1, 2007, the amount set forth for the date that is the Closing Date in Schedule 1.01 and (iii) if the Closing Date is on or after August 1, 2007, $227,475,106.

“Registered” means issued by, registered with, renewed by or the subject of a pending application before any Governmental Authority or Internet domain name registrar.

“Regulations” means the Treasury Regulations (including Temporary Regulations) promulgated by the United States Department of Treasury with respect to the Code or other federal tax statutes.

“Restricted Business” means (a) the development, licensing, production, sales and marketing of (i) textbooks, custom learning solutions and instructional materials, whether in print, online or other electronic forms, primarily targeted for sale to students, professors and instructors in the Higher Education Market and (ii) reference materials and content primarily targeted for sale to Libraries, excluding, for this clause (a), in all cases, each of (A) the legal, tax and accounting markets, (B) workflow and content solutions and analytical tools for the creation, financing, publication and evaluation of research, (C) the law library market, and (D) continuing professional education in the tax and accounting fields and (b) the development, production, marketing sales and offering of English language teaching and training solutions and accredited vocational educational programs, whether in print, online or other electronic forms.

“Sellers’ Knowledge”, “Knowledge of the Sellers” or similar terms used in this Agreement mean the actual (but not constructive or imputed) knowledge of the Persons listed in

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Exhibit 1.01(d) as of the date of this Agreement without any implication of verification or investigation concerning such knowledge.

“Straddle Period” means any taxable period beginning on or prior to the Closing Date and ending after the Closing Date.

“Supplemental Materials” means all standard supplemental print materials accompanying Print Publications.

“Tax” or “Taxes” means any and all federal, state, local or foreign taxes of any kind whatsoever or any similar custom, duty, governmental fee, or other like assessment or charge (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Authority.

“Tax Returns” means any and all returns, reports and forms (including elections, declarations, amendments, schedules, information returns or attachments thereto) required to be filed with a Governmental Authority with respect to Taxes.

“Transferred Intellectual Property” means the Intellectual Property owned by the Asset Seller and exclusively used in the GOLD Platform, including the Intellectual Property listed in Section 2.02(a)(ii) of the Disclosure Schedule.

“Transferred IP Agreements” means all agreements whose primary purpose is the (i) license of Intellectual Property that is exclusively used in the GOLD Platform by any third party to the Asset Seller (other than licenses of Off-the-Shelf Software) and (ii) license of Transferred Intellectual Property by the Asset Seller to any third party.

“U.K. Pension Plan” means The Thomson Corporation PLC Pension Scheme.

“Unresolved Objections” means the objections set forth on the Purchaser’s Notice of Disagreement delivered to TCDI pursuant to Section 2.08 that remain unresolved pursuant to Section 2.08(d)(iii).

SECTION 1.02.  Definitions.  The following terms have the meanings set forth in the Sections set forth below:

Definition	Location
“Acquired Company”	5.10(a)(iv)
“Additional Guarantees”	5.11
“Asset Seller”	Preamble
“Assumed Liabilities”	2.03
“Cash Equity”	4.05(b)
“Closing”	2.05
“Closing Date”	2.05
“Commitment Letters”.	4.05(b)
“Confidentiality Agreement”	5.03(a)
“Contest”	7.03(b)
“Covered Employees”	6.01

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Definition	Location
“CTDEP”	5.09
“Debt Commitment Letter”	4.05(a)
“Debt Financing”	4.05(a)
“Deficiency”	2.08(e)(i)
“Digital Media”	5.05(d)
“Election Forms”	7.08(a)
“Elections”	7.08(a)
“Equity Commitment Letters”	4.05(b)
“Equity Investors”	4.05(b)
“ERISA”	3.13(a)
“Escrow Agreement”	2.09(a)
“Excess”	2.08(e)(ii)
“Existing Author Agreements”	5.05(e)
“Existing Publications”	5.05(d)
“Financial Statements”	3.06(a)
“Financing”	4.05(b)
“First Quarter Financial Statements”	5.12(b)
“Gale Group”	7.08(a)
“Gale Purchase Price”	7.08(a)
“Guarantees”	5.11
“HR Services Agreement”	5.08(b)
“Learning Entities’ IP”	5.07(a)
“Leased Real Property”	3.12(b)
“Lender MAC”	5.12(a)
“Lenders”	4.05(a)
“Licensed Stock”	5.05(c)
“Limited Guarantees”	4.05(d)
“Loss”	9.02
“Material Contracts”	3.15(a)
“Notice of Acceptance”	2.08(c)
“Notice of Disagreement”	2.08(c)
“Owned Real Property”	3.12(a)
“Participants”	6.03(b)
“Plans”	3.13(a)
“Purchaser Group”	5.11
“Purchaser Indemnified Party”	9.02
“Purchase Price”	2.04(a)
“Purchased Assets”	2.02(a)
“Purchaser”	Preamble
“Reorganization Transactions”	5.14
“Required Publication”	5.05(e)
“Restricted Period”	5.10(a)
“Restricted Territory”	5.10(a)
“Retention Agreements”	6.04

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Definition	Location
“SEC”	5.12(b)
“Section 338 Allocation”	7.08(b)
“Seller” or “Sellers”	Preamble
“Seller Group”	5.11
“Seller Indemnified Party”	9.03
“Seller Pension Plans”	6.03(a)
“Seller Savings Plan”	6.03(b)
“Sellers’ IP”	5.07(b)
“Shares”	2.01
“Stock Sellers”	Preamble
“TCDI”	Preamble
“Termination Date”	10.01(a)
“Termination Fee”	10.02
“TGR”	Preamble
“Third Party Claim”	9.05(b)
“Thomson Finance”	Preamble
“Thomson Marks”	5.05(a)
“TLHC”	Preamble
“TLR”	Preamble
“Total Pension Debt”	2.09(a)
“Total Pension Escrow Amount”	2.09(b)
“Transfer Act”	5.09
“Transferred Plan”	3.13(b)
“Transition Services Agreement”	5.08(a)
“Trustees”	2.09(c)(i)
“U.S. Allocation”	Exhibit 2.04(b)
“West Marks”	5.05(a)

SECTION 1.03.  Interpretation and Rules of Construction.  In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

(i)            when a reference is made in this Agreement to an Article, Section or Exhibit, such reference is to an Article or Section of, or an Exhibit to, this Agreement;

(ii)           the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

(iii)          whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;

(iv)          the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

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(v)           all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;

(vi)          the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;

(vii)         references to a Person are also to its successors and permitted assigns;

(viii)        the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and

(ix)           references to sums of money are expressed in lawful currency of the United States of America, and “$” refers to U.S. dollars, except “£” in the definition of “Pension Escrow Amount” in Section 1.01 refers to British Pounds Sterling.

ARTICLE II

PURCHASE AND SALE

SECTION 2.01.  Purchase and Sale of the Shares.  Upon the terms and subject to the conditions of this Agreement and the Ancillary Agreements, at the Closing, the Stock Sellers shall sell to the Purchaser, and the Purchaser shall purchase from the Stock Sellers, all of the issued and outstanding shares of the capital stock of the Companies (the “Shares”).  The Purchaser acknowledges and agrees that the Excluded Businesses are not part of the transaction contemplated by this Agreement and that the Learning Entities are being sold hereunder without the Excluded Businesses’ Assets and the Purchaser is not assuming and will not otherwise have any responsibility for the Excluded Businesses Liabilities.  Accordingly, for all purposes of this Agreement, the term “Learning Entities” shall not include the Excluded Businesses’ Assets and the Excluded Businesses.

SECTION 2.02.  Purchase and Sale of Assets.  (a)  Upon the terms and subject to the conditions of this Agreement, at the Closing, the Asset Seller shall sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, and the Purchaser shall purchase from the Asset Seller, all of the Asset Seller’s right, title and interest in and to (i) the GOLD Platform, (ii) the Transferred Intellectual Property, and (iii) the Transferred IP Agreements (the “Purchased Assets”).

(b)           Notwithstanding anything in Section 2.02(a) to the contrary, the Asset Seller shall not sell, convey, assign, transfer or deliver, nor cause to be sold, conveyed, assigned, transferred or delivered, to the Purchaser, and the Purchaser shall not purchase, and the Purchased Assets shall not include, the Asset Seller’s right, title and interest in or to any assets of the Asset Seller not expressly included in the Purchased Assets.

(c)           Notwithstanding anything to the contrary contained in this Agreement or any of the Ancillary Agreements, the Purchaser acknowledges and agrees that all of the following shall remain the property of the Sellers, and neither the Purchaser nor any of its Affiliates (including, after the Closing, the Learning Entities) shall have any interest therein:  (x) 

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all records and reports prepared or received by the Sellers or any of its Affiliates in connection with the sale of the Learning Entities and the transactions contemplated hereby, including all analyses relating to the Learning Entities or the Purchaser so prepared or received; (y) all confidentiality agreements with prospective purchasers of the Learning Entities or any portion thereof (except that TCDI shall assign to a Learning Entity at the Closing all of TCDI’s rights under such agreements to confidential treatment of information with respect to the Learning Entities and with respect to solicitation and hiring of Business Employees), and all bids and expressions of interest received from third parties with respect thereto; and (z) all privileged materials, documents and records of the Sellers in the possession of any of the Learning Entities.  In addition, the Sellers shall have the right to retain copies of the documents, materials and data relating to the conduct of business of the Learning Entities prior to the Closing Date.

SECTION 2.03.  Assumption of Liabilities.  Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser shall, by executing and delivering, at the Closing, the Assumption Agreement, assume, and agree to pay, perform and discharge when due, any and all of the Liabilities of the Asset Seller to the extent primarily relating to the Purchased Assets (the “Assumed Liabilities”); provided that in no event shall the Assumed Liabilities include any amounts owed to the Sellers or their Affiliates (other than the Learning Entities).  Subject to the foregoing, the Assumed Liabilities are comprised of the following:

(i)            all Liabilities primarily related to the Purchased Assets, whether accruing before, on or after the Closing Date, and not satisfied or extinguished as of the Closing Date; and

(ii)           all Taxes relating to the Purchased Assets other than Excluded Taxes.

SECTION 2.04.  Purchase Price; Allocation of Purchase Price.  (a)  Subject to adjustment pursuant to Section 2.08, the purchase price for the Shares, the Purchased Assets and the non-compete provision of Section 5.10 shall be $7,108,900,000 (the “Purchase Price”).

(b)           The Purchase Price shall be allocated among the Shares, the Purchased Assets and the non-compete provision of Section 5.10 as of the Closing in accordance with Exhibit 2.04(b).

SECTION 2.05.  Closing.  Subject to the terms and conditions of this Agreement, the sale and purchase of the Shares and the Purchased Assets and the assumption of the Assumed Liabilities contemplated by this Agreement shall take place at a closing (the “Closing”) to be held at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York at 10:00 a.m. New York time on the later of (x) the fifth Business Day following the satisfaction or waiver of the conditions to the obligations of the parties hereto set forth in Article VIII (other than conditions that by their terms are to be satisfied at Closing) and (y) July 3, 2007,or at such other place or at such other time or on such other date as the Sellers and the Purchaser may mutually agree upon in writing (the day on which the Closing takes place being the “Closing Date”).

SECTION 2.06.  Closing Deliveries by the Sellers.  At the Closing, each Seller (as applicable) shall deliver or cause to be delivered to the Purchaser:

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(a)           stock certificates evidencing the Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank;

(b)           executed counterparts of each Ancillary Agreement to which the applicable Seller is a party;

(c)           a receipt for the Purchase Price;

(d)           a certificate of a duly authorized officer of each Seller certifying as to the matters set forth in Section 8.02(a); and

(e)           certificate, duly executed and acknowledged by TCDI and TLR, in form and substance acceptable to Purchaser and in compliance with the Code and Regulations, certifying such facts as to establish that the sale of Shares by TCDI and TLR is exempt from withholding pursuant to Section 1445 of the Code.

SECTION 2.07.  Closing Deliveries by the Purchaser.  At the Closing, the Purchaser shall deliver to the Sellers:

(a)           the Purchase Price by wire transfer in immediately available funds to the Purchase Price Bank Account;

(b)           executed counterparts of each Ancillary Agreement to which the Purchaser is a party;

(c)           a true and complete copy, certified by the Secretary or an Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby; and

(d)           a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Section 8.01(a).

SECTION 2.08.  Adjustment of the Purchase Price.

(a)           Within 60 days after the Closing Date, TCDI shall prepare and deliver to the Purchaser the Initial Working Capital Statement.  At all reasonable times during the 60-day period, the Purchaser shall afford access to and permit TCDI and its representatives to review the records of the Learning Entities reasonably requested by TCDI and afford access to Business Employees in order for TCDI to prepare the Initial Working Capital Statement.

(b)           At all reasonable times during the 30 days immediately following the Purchaser’s receipt of the Initial Working Capital Statement, the Purchaser and its representatives shall be permitted to review the records of TCDI relating to the Learning Entities relating to the Initial Working Capital Statement reasonably requested by the Purchaser, and TCDI shall make reasonably available to the Purchaser and its representatives the individuals

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employed by TCDI and responsible for the preparation of the Initial Working Capital Statement in order to respond to the inquiries of the Purchaser related thereto.

(c)           The Purchaser shall deliver to TCDI by the Objection Deadline Date either a notice indicating that the Purchaser accepts the Initial Working Capital Statement (“Notice of Acceptance”) or a detailed statement describing its objections to the Initial Working Capital Statement (“Notice of Disagreement”).  If the Purchaser delivers to TCDI a Notice of Acceptance, or the Purchaser does not deliver a Notice of Disagreement by the Objection Deadline Date, then, effective as of either the date of delivery of such Notice of Acceptance or as of the end of the Objection Deadline Date, the Initial Working Capital Statement shall be deemed to be the Final Working Capital Statement.  If the Purchaser timely delivers a Notice of Disagreement, only those matters specified in such Notice of Disagreement shall be deemed to be in dispute, and all other matters shall be final and binding upon the Purchaser and TCDI.

(d)           The objections set forth on the Notice of Disagreement shall be resolved as follows:

(i)            TCDI and the Purchaser shall first use reasonable efforts to resolve such objections.

(ii)           Any resolution by TCDI and the Purchaser as to such objections shall be final and binding on the parties.

(iii)          If TCDI and the Purchaser do not reach a resolution of all objections set forth on the Purchaser’s Notice of Disagreement within 30 days after delivery of such Notice of Disagreement, TCDI and the Purchaser shall, within 30 days following the expiration of such 30-day period, engage the Neutral Accountant, pursuant to an engagement agreement executed by TCDI, the Purchaser and the Neutral Accountant, to resolve any Unresolved Objections.

(iv)          The Neutral Accountant shall be instructed only to resolve the Unresolved Objections, and shall be instructed not to otherwise investigate such matters independently.  The Purchaser and TCDI shall cause the Neutral Accountant to make a final determination (which determination shall be binding on the parties hereto) of the Closing Working Capital within 30 days from the date the Unresolved Objections was submitted to the Neutral Accountant, and such final determination shall be deemed the Final Working Capital Statement.  During the 30-day review by the Neutral Accountant, the Purchaser and TCDI shall each make available to the Neutral Accountant such individuals and such information, books and records as may be reasonably required by the Neutral Accountant to make its final determination.

(v)           The resolution by the Neutral Accountant of the Unresolved Objections shall be conclusive and binding upon TCDI and the Purchaser.  TCDI and the Purchaser agree that the procedure set forth in this Section 2.08(d) for resolving disputes with respect to the Initial Working Capital Statement shall be the sole and exclusive method for resolving any such disputes.

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(vi)TCDI and the Purchaser shall share the fees and expenses of the Neutral Accountant equally.

(e)The Initial Working Capital Statement shall be deemed to be the Final Working Capital Statement for the purposes of this Section 2.08 upon the earliest of (x) the delivery by the Purchaser of the Notice of Acceptance or the failure of the Purchaser to deliver the Notice of Disagreement by the Objection Deadline Date pursuant to Section 2.08(c), (y) the resolution of all disputes by TCDI and the Purchaser pursuant to Section 2.08(d)(ii) and (z) the resolution of all disputes pursuant to Section 2.08(d)(iv) by the Neutral Accountant.  Within five (5) Business Days after the Final Working Capital Statement becomes or is deemed final and binding on the parties, an adjustment to Purchase Price shall be made as follows:

(i)If the Closing Working Capital as shown on the Final Working Capital Statement is less than the Reference Working Capital Amount (such difference, the “Deficiency”) by more than $15,000,000, the Purchase Price shall be reduced by the amount equal to the difference between the Deficiency and $15,000,000 and TCDI shall pay to the Purchaser such amount, by wire transfer of immediately available funds, within three (3) Business Days after the date on which the Final Working Capital Statement is finally determined pursuant to this Section 2.08; provided, however, that such amount payable by TCDI under this Section 2.08(e)(i) shall not exceed $75,000,000.

(ii)If the Closing Working Capital as shown on the Final Working Capital Statement exceeds the Reference Working Capital Amount (such difference, the “Excess”) by more than $15,000,000, the Purchase Price shall be increased by the amount equal to the difference between the Excess and $15,000,000 and the Purchaser shall pay to TCDI such amount, by wire transfer of immediately available funds, within three (3) Business Days after the date on which the Final Working Capital Statement is finally determined pursuant to this Section 2.08; provided, however, that such amount payable by the Purchaser under this Section 2.08(e)(ii) shall not exceed $75,000,000.

(f)Any payment required to be made by TCDI or the Purchaser pursuant to this Section 2.08 shall bear interest from the Closing Date through the date of payment at the interest rate per annum equal to the prime rate as published in The Wall Street Journal on the Friday before the payment is to be made.

SECTION 2.09.  Pension Escrow. (a)  At Closing, TCDI and the Purchaser shall execute and deliver an Escrow Agreement with and to the Escrow Agent substantially in the form of Exhibit 2.09 (the “Escrow Agreement”) attached hereto to secure the total Pension Debt owed by the Learning Entities (the “Total Pension Debt”).  In accordance with the terms of this Section 2.09 and the terms of the Escrow Agreement, the Purchaser shall deposit the Pension Escrow Amount to be managed and paid out by the Escrow Agent in accordance with the terms hereof and thereof.

(b)Immediately upon Closing, the Purchaser shall deposit the Pension Escrow Amount to the Escrow Account (as defined in the Escrow Agreement).  The Pension Escrow Amount deposited with the Escrow Agent pursuant to this Section 2.09, together with all interest, accretion in principal or other income or gain realized upon the investment of such amounts

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(collectively, the “Total Pension Escrow Amount”), all as set forth in the Escrow Agreement, shall be governed by the terms of this Agreement and the Escrow Agreement.

(c)Following the delivery to the Sellers and the Purchaser of the certification by the Pension Actuary of the Pension Debt owed by each applicable Learning Entity, one of the following payments shall be made within five (5) Business Days by wire transfer or other immediately available funds:

(i)If the Total Pension Debt is greater than the Total Pension Escrow Amount, then, on behalf of the Learning Entities, the Escrow Agent shall pay to the trustees of the U.K. Pension Plan (the “Trustees”), the Total Pension Escrow Amount and, prior to the date on which the Total Pension Debt is due, the Sellers shall pay to the Purchaser and the Purchaser shall pay or shall cause the Learning Entities to pay to the Trustees the difference in amount between the Total Pension Debt and the Total Pension Escrow Amount.

(ii)If the Total Pension Debt is less than the Total Pension Escrow Amount, the Escrow Agent shall pay to the Trustees, on behalf of the Learning Entities, the Total Pension Debt and shall remit to TCDI the difference in amount between the Total Pension Escrow Amount and the Total Pension Debt.

(d)None of the Sellers or the Purchaser shall communicate or discuss any matter relating to the Total Pension Debt with the Trustees, Pension Actuary or the Escrow Agent or their respective directors, officers, employees, agents, advisors or other representatives without consulting with the other party and providing such other party the opportunity to participate in any such communications or discussions.

ARTICLE III

REPRESENTATIONS AND WARRANTIES
OF THE SELLERS

Each Seller hereby represents and warrants to the Purchaser, subject to such exceptions as are disclosed in writing in the Disclosure Schedule, as follows:

SECTION 3.01.  Organization, Authority and Qualification of the Sellers.  Each of the Sellers is a legal entity duly organized and validly existing under the Laws of the jurisdiction of its organization and has all necessary power and authority to enter into this Agreement and the Ancillary Agreements to which such Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.  Each of the Sellers is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect.  The execution and delivery of this Agreement and the Ancillary Agreements to which a Seller is a party by each of the Sellers, the performance by each of the Sellers of its obligations hereunder and thereunder and the consummation by each of the Sellers of the transactions contemplated

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hereby and thereby have been duly authorized by all requisite action on the part of such Seller.  This Agreement has been, and upon their execution the Ancillary Agreements shall have been, duly executed and delivered by each of the Sellers, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes, and upon their execution the Ancillary Agreements shall constitute, legal, valid and binding obligations of each of the Sellers, enforceable against each of the Sellers in accordance with their respective terms subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

SECTION 3.02.  Organization, Authority and Qualification of the Learning Entities.  Each of the Learning Entities is a legal entity duly organized, validly existing and (where applicable) in good standing under the Laws of the jurisdiction of its organization and has all necessary power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it is currently conducted.  Each of the Learning Entities is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary or desirable, except to the extent that the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect.

SECTION 3.03.  Capitalization; Ownership of Shares.  Section 3.03 of the Disclosure Schedule sets forth with respect to each Learning Entity its name, the jurisdiction of its organization, its outstanding shares of capital stock or other ownership interests and the current ownership of such shares or other ownership interests.  All of the Shares (i) are owned of record or beneficially, directly or indirectly, by the Stock Sellers as set forth in Section 3.03 of the Disclosure Schedule and (ii) have been duly authorized and validly issued and are fully paid and non-assessable and were not issued in violation of any preemptive rights.  There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Shares or obligating any Stock Seller or any Company to issue or sell any shares of capital stock of, or any other interest in, any Company.  Other than the Learning Entities, there are no other corporations, partnerships, joint ventures, or other entities in which any Learning Entity owns, of record or beneficially, any direct or indirect equity or other interest or any right to acquire the same.  The Shares are held free and clear of all Encumbrances other than restrictions imposed by applicable securities Laws and, upon the transfer of the Shares to the Purchaser on the Closing Date in accordance with this Agreement, the Sellers will deliver to the Purchaser good and valid title to the Shares, free and clear of all Encumbrances other than restrictions imposed by applicable securities Laws.

SECTION 3.04.  No Conflict.  Assuming compliance with the pre-merger notification and waiting period requirements of the HSR Act and the making and obtaining of all filings, notifications, consents, approvals, authorizations and other actions referred to in Section 3.05, and except as may result from any facts or circumstances relating solely to the Purchaser, the execution, delivery and performance of this Agreement and the Ancillary Agreements by the Sellers do not and will not (a) violate, conflict with or result in the breach of the certificate of incorporation or bylaws (or similar organizational documents) of any of the Sellers or any Learning Entity, (b) conflict with or violate any Law or Governmental Order applicable to any of the Sellers, any Learning Entity or the Purchased Assets or (c) except as set

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forth in Section 3.04(c) of the Disclosure Schedule, conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any Material Contract, except, in the case of clauses (b) and (c), as would not have a Material Adverse Effect.

SECTION 3.05.  Governmental Consents and Approvals.  The execution, delivery and performance of this Agreement and each Ancillary Agreement by the Sellers do not and will not require any consent, approval, authorization or other order or declaration of, action by, filing with, notification to or permit from, any Governmental Authority, except (a) compliance with, and filings required under, the HSR Act and (b) any additional consents, approvals, authorizations, filings and notifications under any other applicable antitrust, competition, or trade regulation law, except (i) where the failure to obtain any such consent, approval, authorization or action, or to make any such filing or notification, would not have a Material Adverse Effect or (ii) as may be necessary as a result of any facts or circumstances relating solely to the Purchaser or any of its Affiliates.

SECTION 3.06.  Financial Information.  (a)  True and complete copies of the audited combined balance sheets of the Learning Entities for each of the fiscal years ended December 31, 2004, December 31, 2005 and December 31, 2006, and the related audited combined statements of income and cash flows of the Learning Entities for such years (collectively, and including the Reference Balance Sheet, the “Financial Statements”) have been made available by the Sellers to the Purchaser and are set forth on Section 3.06 of the Disclosure Schedule.

(b)The Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Sellers and the Learning Entities (except as may be indicated in the notes thereto), (ii) present fairly in all material respects the combined financial condition and results of operations and cash flows of the Learning Entities and the Purchased Assets and Assumed Liabilities, as of the dates thereof or for the periods covered thereby, and (iii) were prepared in accordance with GAAP.

SECTION 3.07.  Absence of Undisclosed Material Liabilities.  There are no Liabilities of any of the Learning Entities and no Assumed Liabilities of a nature required to be reflected on a balance sheet or the notes thereto prepared in accordance with GAAP, other than Liabilities (a) reflected or reserved against on the Reference Balance Sheet, (b) set forth in the Disclosure Schedule, (c) incurred since the Reference Balance Sheet Date in the ordinary course of business consistent with past practices or (d) which would not have a Material Adverse Effect.  Except as set forth in Section 3.07 of the Disclosure Schedule, the Learning Entities do not have, and the Assumed Liabilities do not include, any Indebtedness; provided that no disclosures in the Disclosure Schedule except for those expressly set forth in Section 3.07 of the Disclosure Schedule as of the date hereof shall be deemed to qualify the representation in this sentence.

SECTION 3.08.  Conduct in the Ordinary Course.  Since the Reference Balance Sheet Date, (i) there has not occurred any Material Adverse Effect and (ii) the Learning Entities have conducted their businesses in the ordinary course of business consistent with past practices.

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SECTION 3.09.  Litigation.  As of the date of this Agreement, there is no Action by or against any Learning Entity, or by or against any Seller (to the extent relating to any Learning Entity), pending or, to the Sellers’ Knowledge, threatened before any Governmental Authority that would have a Material Adverse Effect or would affect the legality, validity or enforceability of this Agreement, any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby.

SECTION 3.10.  Compliance with Laws.  Except as would not have a Material Adverse Effect and except with respect to Laws concerning Intellectual Property and Environmental Law, the Learning Entities have each conducted their businesses since January 1, 2006 and currently as of the date of this Agreement conduct their businesses in accordance with all Laws and Governmental Orders to which they are subject and none of the Sellers or the Learning Entities is in violation of any such Law or Governmental Order.

SECTION 3.11.  Intellectual Property.  (a)  Except as would not have a Material Adverse Effect, (i) to the Sellers’ Knowledge, no Person is engaging in any activity that infringes any Business Intellectual Property, (ii) as of the date of this Agreement, there is no Action pending or, to the Sellers’ Knowledge, threatened in writing against the Asset Seller or any Learning Entity that the use of any Business Intellectual Property infringes the Intellectual Property of any third party, (iii) the Learning Entities are the owners of the entire right, title and interest in and to all Registered Owned Intellectual Property and, to the Sellers’ Knowledge, in and to all Owned Intellectual Property that is not Registered, (iv) the Asset Seller is the owner of the entire right, title and interest in and to all Registered Transferred Intellectual Property and, to the Sellers’ Knowledge, to all Transferred Intellectual Property that is not Registered, and (v) the Owned Intellectual Property and the Transferred Intellectual Property, together with any Intellectual Property that may be licensed to the Learning Entities by the Sellers or any third Person, constitutes all the Intellectual Property necessary to conduct the business of the Learning Entities as currently conducted.

(b)None of the Learning Entities or the Asset Seller is in breach of, or default under, any Business IP Agreement to which it is a party, except for such breaches or defaults that would not have a Material Adverse Effect.

(c)The Purchaser acknowledges and agrees that the representations and warranties contained in this Section 3.11 are the only representations and warranties being made with respect to compliance or liability under Laws relating to Intellectual Property or with respect to any Intellectual Property matter related in any way to this Agreement or its subject matter.

SECTION 3.12.  Real Property.  (a)  Section 3.12(a)(i) of the Disclosure Schedule lists each parcel of real property owned by the Learning Entities (the “Owned Real Property”).  Except as set forth in Section 3.12(a)(ii) of the Disclosure Schedule, the Learning Entities own all of the Owned Real Property free and clear of all Encumbrances, other than Permitted Encumbrances.

(b)Section 3.12(b) of the Disclosure Schedule lists the street address of each parcel of real property leased by any Learning Entity which as of the date of this Agreement has

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an annual lease rate in excess of $100,000 (the “Leased Real Property”).  Except as would not have a Material Adverse Effect, each Learning Entity has a valid and binding leasehold interest in the Leased Real Property of which such Learning Entity is the lessee, free and clear of all Encumbrances, except Permitted Encumbrances.

SECTION 3.13.  Employee Benefit Matters.  (a)  Plans and Material Documents.  Section 3.13(a) of the Disclosure Schedule lists each material Plan, other than Plans related to independent contractors.  For the purposes of this Agreement, the term “Plan” means each employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), each bonus, fringe benefit, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance, retention, change of control or other benefit plan, program or arrangement, and each employment, termination, severance, retention, change in control, transaction bonus or other contract or agreement, (i) to which the Sellers or any Learning Entity is a party, (ii) with respect to which the Sellers or any Learning Entity has any present or future obligation or (iii) which are maintained, contributed to or sponsored by the Sellers or any Learning Entity or any of their respective Affiliates for the benefit of any Business Employee (collectively, the “Plans”).  The Sellers have made available to the Purchaser a true and complete copy of each material Plan.

(b)Each Plan, including each Plan that is sponsored or maintained by any Learning Entity, or that will be transferred to or assumed by any Learning Entity or by the Purchaser and its Affiliates by operation of Law or by agreement, including by this Agreement (each, a “Transferred Plan”), has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws.  Each of the Sellers, their Affiliates and the Learning Entities has performed all material obligations required to be performed by it under, is not in any material respect in default under or in material violation of, and, to the Sellers’ Knowledge, there is no material default or violation by any other party to, any Transferred Plan.  No Action is pending or, to the Knowledge of the Sellers, threatened with respect to any Transferred Plan (other than claims for benefits in the ordinary course) and, to the Knowledge of the Sellers, no fact or event exists that could give rise to any such Action.

(c)Except as would not have a Material Adverse Effect, none of the Sellers or any Learning Entity has any Liability under Title IV of ERISA.  None of the Plans is a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA.

(d)Except as set forth in Section 3.13(d) of the Disclosure Schedule, no material Plan exists that, as a result of the execution of this Agreement, shareholder approval of this Agreement, or the transactions contemplated by this Agreement (whether alone or in connection with any subsequent event(s)), could (i) result in severance pay or any increase in severance pay upon any termination of employment after the date of this Agreement or (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or result in any other material obligation pursuant to, any of the Plans.

(e)With respect to any Transferred Plans that are maintained outside the jurisdiction of the United States, or cover any employee residing or working outside the United

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States, (i) all such Transferred Plans that are required to be funded are fully funded as required by their terms or applicable Laws, and (ii) with respect to all other such Transferred Plans, adequate reserves therefore have been established on the accounting statements of the applicable Seller or Learning Entity as required by their terms or applicable Laws.

SECTION 3.14.  Taxes.  Except for matters that would not have a Material Adverse Effect, to the Sellers’ Knowledge, (a) all Tax Returns required to have been filed by or with respect to the Learning Entities and the Purchased Assets have been timely filed (taking into account any extension of time to file granted or obtained); (b) all Taxes shown to be payable on such Tax Returns have been paid or will be timely paid; (c) no deficiency for any material amount of Tax has been asserted or assessed by a Governmental Authority in writing against any Learning Entity or the Asset Seller (to the extent relating to the Purchased Assets) that has not been satisfied by payment, settled or withdrawn; (d) there are no Tax liens on any assets of any Learning Entity or on any Purchased Assets (other than Permitted Encumbrances); and (e) none of the Learning Entities is subject to any accumulated earnings tax or personal holding company tax.

SECTION 3.15.  Material Contracts.  (a)  Section 3.15(a) of the Disclosure Schedule lists each of the following written contracts and agreements to which any Learning Entity is a party in effect as of the date of this Agreement (such contracts and agreements being “Material Contracts”):

(i)any agreement with the author of a textbook produced by any Learning Entity for which the Learning Entities received in excess of $3,000,000 in the aggregate during the year ended December 31, 2006;

(ii)any agreement for the purchase of products or for the receipt of services (other than agreements covered by Section 3.15(a)(i)), the performance of which will extend over a period of more than one year and which involved consideration or payments by the Learning Entities in excess of $300,000 in the aggregate during the year ended December 31, 2006;

(iii)any agreement for the furnishing of products or services by the Learning Entities to their customers, the performance of which will extend over a period of more than one year and which involved consideration or payments by such customers in excess of $400,000 in the aggregate during the year ended December 31, 2006;

(iv)any agreement pursuant to which (A) any Learning Entity gives a third party (other than any Affiliates of the Learning Entities) the right to resell, publish and/or distribute certain publication(s) in a particular market and (B) the Learning Entities received in excess of $500,000 in the aggregate during the year ended December 31, 2006;

(v)any agreement pursuant to which (A) a third party (other than any Affiliates of the Learning Entities) gives any Learning Entity the right to resell, publish and/or distribute certain publication(s) in a particular market and (B) the Learning

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Entities paid in excess of $400,000 in the aggregate during the year ended December 31, 2006;

(vi)any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company;

(vii)any agreement under which any Learning Entity created, incurred, assumed or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $250,000 or under which there has been imposed a security interest on any of the assets, tangible or intangible, of any Learning Entity;

(viii)any agreement entered into in the past five years for the disposition of any significant portion of the assets or business of any Learning Entity (other than sales of products in the ordinary course of business) or any agreement entered into in the past five years for the acquisition of the assets or business of any other Person (other than purchases of products in the ordinary course of business), in each case involving consideration in excess of $10,000,000;

(ix)any material agreement that limits or purports to limit the ability of any Learning Entity to compete in any line of business or with any Person or in any geographic area or during any period of time; and

(x)the lease agreements pertaining to each parcel of Leased Real Property.

(b)Except as would not have a Material Adverse Effect, each Material Contract (i) as of the date of this Agreement, is valid and binding on the applicable Learning Entity, and, to the Knowledge of the Sellers, the counterparties thereto, and is in full force and effect and (ii) upon consummation of the transactions contemplated by this Agreement, except to the extent that any consents set forth in Section 3.04(c) of the Disclosure Schedule are not obtained, shall continue in full force and effect without penalty or other adverse consequence.  As of the date of this Agreement, none of the Learning Entities is in breach of, or default under, any Material Contract to which it is a party, except for such breaches or defaults that would not have a Material Adverse Effect.

SECTION 3.16.  Environmental Matters. (a).  (a)  Except as would not have a Material Adverse Effect and except as set forth on Section 3.16(a) of the Disclosure Schedule, (i) none of the Learning Entities is in violation of any Environmental Law, and, except for any violation that has been resolved, none of the Learning Entities has been in violation of any Environmental Law, (ii) the Learning Entities have obtained and are in compliance with all Environmental Permits and (iii) there is no written Action pending or, to the Sellers’ Knowledge, threatened against any Learning Entity that relates to any violation or alleged violation of Environmental Law.

(b)The Purchaser acknowledges that the representations and warranties contained in this Section 3.16 are the only representations and warranties being made with respect to compliance with or liability under Environmental Laws or Environmental Permits or with respect to any environmental matter related in any way to this Agreement or its subject matter.

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SECTION 3.17.  Certain Business Relationships with Affiliates.  No Seller or any Affiliate of any Seller or any Learning Entity (other than a Learning Entity) (a) owns any material property or right, tangible or intangible, which is used solely by the Learning Entities, (b) has any claim or cause of action against any Learning Entity, or (c) owes any money to, or is owed any money by, any Learning Entity.  Section 3.17 of the Disclosure Schedule sets forth any agreements or arrangements between any Learning Entity, on the one hand, and any Seller or Affiliate of any Seller (other than a Learning Entity), on the other hand, which is currently in effect and which shall continue in effect after the Closing.

SECTION 3.18.  Title to Purchased Assets; Sufficiency.  The Asset Seller owns or has the legal right to use and, upon the Closing, will deliver to the Purchaser good and valid title to, all the Purchased Assets free and clear of all Encumbrances.  The assets of the Learning Entities and the Purchased Assets, together with any services to be provided under the Ancillary Agreements, are sufficient to carry on the business of the Learning Entities and the Purchased Assets as currently conducted and constitute all of the assets used or held for use by the Sellers primarily in the conduct of the business of the Learning Entities and the Purchased Assets.

SECTION 3.19.  Brokers.  Except for Morgan Stanley & Co. Incorporated, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or the Ancillary Agreements based upon arrangements made by or on behalf of the Sellers.  The Sellers shall be solely responsible for the fees and expenses of Morgan Stanley & Co. Incorporated and all other fees and expenses of any advisors of the Sellers or the Learning Entities incurred in connection with the sale of the Learning Entities.

SECTION 3.20.  Disclaimer of the Sellers.  (A) EXCEPT AS SET FORTH IN THIS ARTICLE III (AND THE CERTIFICATE REFERRED TO IN SECTION 8.02(a)), NONE OF THE SELLERS, THEIR AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES MAKE OR HAVE MADE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE LEARNING ENTITIES, THE SHARES OR THE PURCHASED ASSETS, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, (II) THE OPERATION OF THE LEARNING ENTITIES BY THE PURCHASER AFTER THE CLOSING IN ANY MANNER OTHER THAN AS USED AND OPERATED BY THE SELLERS OR (III) THE PROBABLE SUCCESS OR PROFITABILITY OF THE LEARNING ENTITIES AFTER THE CLOSING AND (B) OTHER THAN THE INDEMNIFICATION OBLIGATIONS OF TCDI SET FORTH IN ARTICLE IX, NONE OF THE SELLERS, THEIR AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO THE PURCHASER OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO THE PURCHASER, ITS AFFILIATES OR REPRESENTATIVES OF, OR THE PURCHASER’S USE OF, ANY INFORMATION RELATING TO THE LEARNING ENTITIES, INCLUDING THE CONFIDENTIAL INFORMATION MEMORANDUM AND ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO THE PURCHASER, WHETHER ORALLY OR IN WRITING,  IN CERTAIN “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS,

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RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF THE PURCHASER OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.  ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES
OF THE PURCHASER

The Purchaser hereby represents and warrants to the Sellers as follows:

SECTION 4.01.  Organization and Authority of the Purchaser.  The Purchaser is a limited liability company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has all necessary power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.  The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements.  The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder, and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser.  This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Sellers) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

SECTION 4.02.  No Conflict.  Assuming compliance with the pre-merger notification and waiting period requirements of the HSR Act and the making and obtaining of all filings, notifications, consents, approvals, authorizations and other actions referred to in Section 4.03, the execution, delivery and performance by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party do not and will not (a) violate, conflict with or result in the breach of any provision of the certificate of incorporation or bylaws (or similar organizational documents) of the Purchaser, (b) conflict with or violate any Law or Governmental Order applicable to the Purchaser or its respective assets, properties or businesses or (c) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or

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cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which the Purchaser is a party, except, in the case of clauses (b) and (c), as would not materially and adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements.

SECTION 4.03.  Governmental Consents and Approvals.  The execution, delivery and performance by the Purchaser of this Agreement and each Ancillary Agreement to which the Purchaser is a party do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority, except (a) compliance with, and filings under, the HSR Act and (b) any additional consents, approvals, authorizations, filings and notifications under any other applicable antitrust, competition, or trade regulation law, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation by the Purchaser of the transactions contemplated by this Agreement and the Ancillary Agreements.

SECTION 4.04.  Investment Purpose.  The Purchaser is acquiring the Shares solely for the purpose of investment and not with a view to, or for offer or sale in connection with, any distribution thereof other than in compliance with all applicable Laws, including United States federal securities Laws.  The Purchaser agrees that the Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and any applicable state securities Laws, except pursuant to an exemption from such registration under the Securities Act and such Laws.  The Purchaser is able to bear the economic risk of holding the Shares for an indefinite period (including total loss of its investment), and (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of their investment.

SECTION 4.05.  Financing.  (a)  The Purchaser has received and accepted an executed commitment letter dated May 9, 2007 (the “Debt Commitment Letter”) from the lenders party thereto (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing which, taken together with the Cash Equity and subject to satisfaction of the conditions thereto, would be sufficient to consummate the transactions contemplated by this Agreement and the Ancillary Agreements on the terms contemplated thereby and to pay the Purchaser’s related fees and expenses.  The debt financing referenced in the Debt Commitment Letters is collectively referred to in this Agreement as the “Debt Financing.”

(b)The Purchaser has received and accepted executed commitment letters dated May 11, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the (“Commitment Letters”) from certain Persons (collectively, the “Equity Investors”) relating to the commitment of the Equity Investors to provide cash equity which, taken together with the Debt Financing and subject to satisfaction of the conditions thereto, would be sufficient to consummate the transactions contemplated by this Agreement and the Ancillary Agreements on the terms contemplated thereby and to pay the Purchaser’s related fees and expenses.  The cash equity referenced in the Equity Commitment Letters is referred to in this Agreement as the “Cash Equity” (the Cash Equity, together with the Debt Financing, is collectively referred to as the “Financing”).

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(c)Subject to the receipt of the Financing, the Purchaser will have prior to the Closing sufficient cash, available lines of credit or other sources of immediately available funds to enable it to pay, in cash, the Purchase Price and all other amounts payable pursuant to this Agreement and the Ancillary Agreements or otherwise necessary to consummate all the transactions contemplated hereby and thereby.  The Purchaser has delivered to TCDI true and complete copies of the Commitment Letters.  As of the date hereof, each Commitment Letter is in full force and effect and is a valid, legal and binding obligation of the Purchaser, the Equity Investors and, to the knowledge of the Purchaser, the Lenders party thereto.  As of the date hereof, the Purchaser has taken all actions required to cause the Commitment Letters to be effective.  As of the date hereof, the Purchaser is not aware of any fact or circumstance in existence that would reasonably be expected to give rise to the failure to satisfy any condition precedent set forth in the Commitment Letters.  As of the date hereof, the Purchaser has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchaser under any term or condition of the Commitment Letters.  As of the date hereof, the Purchaser has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Commitment Letters.  The Purchaser has fully paid any and all commitment fees or other fees required by the Commitment Letters to be paid on or before the date of this Agreement.  Subject to its terms and conditions, the Financing, when funded in accordance with the Commitment Letters, will provide the Purchaser with acquisition financing at the Closing sufficient to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

(d)Concurrently with the execution of this Agreement, Purchaser has delivered to TCDI a limited guarantee, dated the date hereof, of each of the Equity Investors guaranteeing certain of the Purchaser’s payment obligations hereunder (the “Limited Guarantees”).

SECTION 4.06.  Litigation.  No Action by or against the Purchaser is pending or, to the knowledge of the Purchaser, threatened, which could affect the legality, validity or enforceability of this Agreement, any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby.

SECTION 4.07.  Brokers.  Except for Evercore Partners Incorporated and Atlas Advisors, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser.  The Purchaser shall be solely responsible for payment of the fees and expenses of Evercore Partners Incorporated and Atlas Advisors.

SECTION 4.08.  Independent Investigation; Sellers’ Representations.  The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Learning Entities, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives.  The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Learning Entities for such purpose.  In entering into this Agreement, the Purchaser

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acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of any of the Sellers or their representatives (except the specific representations and warranties of the Sellers set forth in Article III (and the certificate referred to in Section 8.02(a)) and the schedules thereto).  The Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties made in Article III, none of the Sellers, their Affiliates, or any of their respective officers, directors, employees or representatives makes or has made any representation or warranty, express or implied, at law or in equity, with respect to the Learning Entities, the Shares or the Purchased Assets, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Learning Entities by the Purchaser after the Closing in any manner other than as used and operated by the Sellers or (iii) the probable success or profitability of the Learning Entities after the Closing and (b) none of the Sellers, their Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Learning Entities, including the Confidential Information Memorandum and any information, documents or material made available to the Purchaser, whether orally or in writing,  in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement.

ARTICLE V

ADDITIONAL AGREEMENTS

SECTION 5.01.  Conduct of Business Prior to the Closing.  Each of the Sellers covenants and agrees that, except as described in Section 5.01 of the Disclosure Schedule or contemplated, permitted or required by this Agreement and the Ancillary Agreements, between the date of this Agreement and the Closing, each of the Stock Sellers shall cause each Learning Entity to (i) conduct its business in the ordinary course consistent with past practice in all material respects, (ii) use its reasonable efforts to preserve intact in all material respects the business organization of the Learning Entities and (iii) make capital expenditures in the amounts set forth on, and otherwise in accordance with, the capital expenditures budget set forth in Schedule 5.01 of the Disclosure Letter.  Except as described in Section 5.01 of the Disclosure Schedule or contemplated, permitted or required by this Agreement and the Ancillary Agreements, each Seller covenants and agrees that, between the date of this Agreement and the Closing, without the prior written consent of the Purchaser, the Learning Entities will not:

(a)issue or sell any capital stock, notes, bonds or other securities of any Learning Entity (or any option, warrant or other right to acquire the same) or redeem any of the capital stock of any Learning Entity;

(b)amend or restate the certificate of incorporation or bylaws (or similar organizational documents) of any Learning Entity;

(c)(i) grant or announce any increase in the salaries, bonuses or other benefits payable by any Learning Entity to any Business Employees, other than as required by

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Law, or the terms of any Plans existing as of the date of this Agreement or other increases in the ordinary course of business consistent with the past practices of such Learning Entity (ii) establish, adopt, enter into, amend or terminate any Transferred Plan or any plan, agreement, program, policy or other arrangement that would be a Transferred Plan if it were in existence as of the date of this Agreement, other than in the ordinary course of business consistent with past practice, or (iii) increase the funding obligation or contribution rate of any Plan other than in the ordinary course of business consistent with past practice;

(d)change any method of accounting or accounting practice or policy used by any of the Learning Entities, other than such changes as are required by GAAP or a Governmental Authority;

(e)fail to exercise any rights of renewal with respect to any Leased Real Property that by its terms would otherwise expire;

(f)compromise or settle any Action (A) resulting in an obligation of any Learning Entity to pay more than $5,000,000 in respect of compromising or settling such Action or (B) in respect of any claim of any Learning Entity to receive any payment of more than $5,000,000 in respect of settling any such Action;

(g)acquire (by merger or stock or asset purchase or otherwise) any corporation, partnership, other business organization or any business or division thereof;

(h)sell, license or otherwise dispose of any of the Owned Intellectual Property or Purchased Assets or assets of the Learning Entities, other than sales, licenses or other dispositions of assets made in the ordinary course of business;

(i)incur, create, assume or otherwise become liable for any Indebtedness;

(j)enter into, renew, extend, materially amend, fail to renew, cancel or terminate any Material Contract (including any Contract relating to the ERP system) or Contract which if entered into prior to the date hereof would be a Material Contract, other than author contracts in the ordinary course of business;

(k)implement or adopt any material change in its financial accounting principles, practices or methods, other than as required by GAAP, applicable Law or regulatory guidelines;

(l)delay the material payment of any advances due under agreements with any author;

(m)without the prior written consent of the Purchaser, which shall not be unreasonably withheld, make or change any material Tax election (except as consistent with prior practices), adopt or materially change any accounting method with respect to Taxes, enter into any closing agreement, or settle or compromise any proceeding with respect to any material Tax claim or assessment relating to the Learning Entities or the Purchased Assets;

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(n)change the dates of publication and/or shipping with respect to any Publication to the extent the same would be materially inconsistent with the schedule contemplated by the management projections; or

(o)agree to take any of the actions specified in Sections 5.01(a)-(n).

Notwithstanding anything to the contrary in this Agreement, the Learning Entities shall be permitted to declare and pay cash dividends or make cash distributions or other cash transfers (including in connection with any “cash sweep” arrangements with TCDI or its Affiliates) prior to the Closing Date, consummate and give effect to the Reorganization Transactions and transfer, assign, distribute or sell, or enter into agreements to transfer, assign, distribute or sell, any of the Excluded Businesses’ Assets or Excluded Businesses’ Liabilities, including, with respect to the Prometric business unit of Thomson Learning Inc., the transfer and assignment of the Excluded Businesses’ Assets and Excluded Businesses’ Liabilities of such business unit to a subsidiary of Thomson Learning Inc. followed by the transfer of the equity of such subsidiary to an Affiliate of The Thomson Corporation and the actions described in Section 5.01-A of the Disclosure Schedule.

SECTION 5.02.  Access to Information.  (a)  From the date of this Agreement until the Closing, upon reasonable notice, each Seller shall, and shall cause each Learning Entity and each of their respective officers, directors, employees, agents, representatives, accountants and counsel to, (i) afford the Purchaser and its authorized representatives reasonable access to the offices, properties and books and records of each Learning Entity and (ii) furnish to the officers, employees, and authorized agents and representatives of the Purchaser such additional financial and operating data and other information regarding the Learning Entities (or copies thereof) as the Purchaser may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the Purchaser’s expense, during normal business hours, under the supervision of the Sellers’ personnel and in such a manner as not to interfere with the normal operations of the Learning Entities.  Notwithstanding anything to the contrary in this Agreement, the Sellers shall not be required to disclose any information to the Purchaser if such disclosure would, in the Sellers’ reasonable discretion, (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date of this Agreement.

(b)In order to facilitate the resolution of any claims made against or incurred by the Sellers or their Affiliates relating to the Learning Entities and for purposes of compliance by the Sellers and their Affiliates with securities, Tax, environmental, employment and other Laws, for a period of seven (7) years after the Closing, the Purchaser shall (i) retain the books and records relating to the Learning Entities for periods prior to the Closing, and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of the Sellers reasonable access (including the right to make, at the Sellers’ expense, copies), during normal business hours, to such books and records.

(c)In order to facilitate the resolution of any claims made against or incurred by the Purchaser or any Learning Entity relating to the Learning Entities and for purposes of compliance with securities, Tax, environmental, employment and other Laws, for a period of seven (7) years after the Closing, and for a period of 12 months, to facilitate financing, each

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Seller shall (i) retain the books and records relating to the Learning Entities relating to periods prior to the Closing which shall not otherwise have been delivered to the Purchaser and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of the Purchaser reasonable access (including the right to make, at the Purchaser’s expense, copies), during normal business hours, to such books and records.

SECTION 5.03.  Confidentiality.  (a)  The terms of the Confidentiality Agreement, dated as of February 8, 2007 (the “Confidentiality Agreement”), between TCDI and an Affiliate of the Purchaser are hereby incorporated herein by reference and shall continue in full force and effect until the Closing, at which time such Confidentiality Agreement and the obligations of the Purchaser under this Section 5.03 shall terminate; provided, however, that the Confidentiality Agreement shall terminate only in respect of that portion of the Information (as defined in the Confidentiality Agreement) exclusively relating to the Learning Entities and the transactions contemplated by this Agreement and, provided, further, that any requirement under the Confidentiality Agreement to obtain consent for the disclosure of Information (as defined in the Confidentiality Agreement) to prospective financing sources shall cease to have further force and effect from and after the date hereof.  If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect.

(b)Nothing provided to the Purchaser pursuant to Section 5.02(a) shall in any way amend or diminish the Purchaser’s obligations under the Confidentiality Agreement.  The Purchaser acknowledges and agrees that any Information provided to the Purchaser pursuant to Section 5.02(a) or otherwise by any of the Sellers, the Learning Entities or any officer, director, employee, agent, representative, accountant or counsel thereof shall be subject to the terms and conditions of the Confidentiality Agreement.

(c)Except with respect to Excluded Taxes for which TCDI is responsible pursuant to Section 7.01(a), for a period of two years after the Closing Date, the Sellers shall hold, and shall cause their Affiliates, officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or other requirements of Law on advice of counsel, all confidential or otherwise proprietary documents and information of (or otherwise concerning) the Purchaser and the Learning Entities and the Purchased Assets in the possession of the Sellers and their Affiliates, provided that such obligation shall not apply to information which is or becomes generally available to the public other than as a result of a breach of this provision.

SECTION 5.04.  Regulatory and Other Authorizations; Notices and Consents.  (a)  The Purchaser and the Sellers shall each (i) use its reasonable best efforts to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements, (ii) cooperate fully with the Sellers in promptly seeking to obtain all such authorizations, consents, orders and approvals and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith.  Each party hereto agrees to make promptly (but in no event later than ten (10) Business Days after the date of this Agreement) its respective filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and to supply as promptly as practicable to the appropriate

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Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act.  Each party hereto agrees to make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition, or trade regulation Law.  The Purchaser will pay all fees or make other payments to any Governmental Authority in order to obtain any such authorizations, consents, orders or approvals.

(b)Without limiting the generality of the Purchaser’s undertaking pursuant to Section 5.04(a), the Purchaser agrees to use its best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of such of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entrance into such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby.  In addition, the Purchaser shall use its best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that such litigation in no way limits the obligation of the Purchaser to use its best efforts, and to take any and all steps necessary to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date.

(c)Each party to this Agreement shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority.  None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting.  The parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act.  The parties to this Agreement will provide each other with copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement; provided, however, that materials may be redacted (x) to remove references concerning the

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valuation of the Learning Entities or the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.

(d)The Purchaser shall not enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to:  (i) obtain the expiration or termination of the waiting period under the HSR Act, or any other applicable antitrust, competition, or trade regulation Law, applicable to the transactions contemplated by this Agreement, (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby, or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement.

(e)The Sellers shall, and shall cause their applicable Affiliates (other than the Learning Entities) to, provide all consents required pursuant to any agreements any such Persons may have with any of the Learning Entities in connection with the execution of this Agreement or the transactions contemplated hereby.

SECTION 5.05.  Thomson Marks; West Marks.  (a)  The Purchaser hereby acknowledges that all right, title and interest in and to (i) the names and logos “Thomson”,  and the Thomson starburst design, a copy of which is set forth on Section 5.05(a) of the Disclosure Schedule, together with all variations and acronyms thereof and all trademarks, service marks, domain names, trade names, trade dress, company names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing (the “Thomson Marks”), and (ii) the name (but not the geographic designation) “West”, together with all variations and acronyms thereof and all trademarks, service marks, domain names, trade names, trade dress, company names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing (the “West Marks”), are owned exclusively by TCDI and its Affiliates (other than the Learning Entities), and that, except as expressly provided below, any and all right of the Learning Entities to use the Thomson Marks and the West Marks shall terminate as of the Closing and shall immediately revert to TCDI and its Affiliates (other than the Learning Entities) along with any and all goodwill associated therewith.  The Purchaser further acknowledges that it has no rights, and is not acquiring any rights, to use the Thomson Marks or the West Marks, except as provided herein.

(b)The Purchaser shall, as soon as practicable after the Closing Date, but in no event later than six (6) months thereafter, cause each Learning Entity to file amended articles of incorporation or other organizational or corporate documents with the appropriate authorities changing its corporate name to a corporate name that does not contain any Thomson Marks and to supply promptly any additional information, documents and materials that may be requested by the Sellers with respect to such filings.

(c)Except as expressly provided in this Agreement, each Learning Entity shall, for a period of six (6) months after the Closing Date, be entitled to use, solely in connection with the operation of its business as conducted immediately prior to Closing, signs,

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letterheads, invoice stock, advertisements and promotional materials and Internet domain names, and other documents and materials (“Licensed Stock”) containing the Thomson Marks and the West Marks, and immediately after the expiration of such six-month period, the Purchaser shall cause each Learning Entity to remove or obliterate all Thomson Marks and the West Marks from such Licensed Stock or cease using such Licensed Stock, and transfer to the Sellers any rights with respect to Internet domain names incorporating any Thomson Marks and the West Marks.

(d)Except as expressly provided in this Agreement, the Learning Entities shall have the limited right to use the Thomson Marks and the West Marks for a period of three (3) years after the Closing Date on Publications and products and services provided in a tangible form of digital media, i.e, DVDs and CD’s (“Digital Media”) solely to the extent that such Publications and Digital Media (x) (A) are part of the existing inventory of finished goods of the Learning Entities as of the Closing Date or (B) will be published, produced or re-printed in the ordinary course of business within six (6) months after the Closing Date and (y) incorporated any Thomson Marks and West Marks as of the Closing Date or, in the case of clause (B) above, will incorporate any Thomson Marks or West Marks within 6 months after the Closing Date (“Existing Publications”).

(e)Except as expressly provided in this Agreement, the Learning Entities shall have the limited right to use the West Marks for a period of three (3) years after the Closing Date in connection with the publication, sale and distribution of any Publication pursuant to any author agreement executed prior to the date of this Agreement (the “Existing Author Agreements”) that expressly requires that such Publication incorporate West Marks (“Required Publication”).  Any Existing Author Agreements may be renewed, so long as such renewal does not require the use of the West Marks, and the Learning Entities shall enter into amendments with authors of all Existing Author Agreements during such three-year period to no longer require the use of the West Marks, and shall indemnify the Sellers and their Affiliates and hold them harmless from any Actions, Losses and Liabilities arising out of or relating to any breach by any Learning Entity of any agreement, arrangement or understanding with any third party relating to the use of the West Marks.

(f)Except as expressly provided in this Agreement, no other right to use the Thomson Marks or the West Marks is granted by the Sellers to the Purchaser or any Learning Entity, whether by implication or otherwise, and nothing hereunder permits the Purchaser or any Learning Entity to use the Thomson Marks or the West Marks on any documents, materials, products, services, or Publications other than as expressly provided in connection with, respectively, the Licensed Stock, Existing Publications and Required Publications.  The Purchaser shall ensure that all use of the Thomson Marks and the West Marks by the Learning Entities as provided in this Section 5.05 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Learning Entities used the Thomson Marks or the West Marks prior to the Closing.  Any and all goodwill generated by the use of the Thomson Marks and the West Marks under this Section 5.05 shall inure solely to the benefit of the Sellers.  In no event shall the Purchaser or any Learning Entity use the Thomson Marks or the West Marks in any manner that may damage or tarnish the reputation of the Sellers or the goodwill associated with the Thomson Marks or the West Marks and the Sellers shall, at all times, have the right to inspect and approve the use thereof.

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(g)The Purchaser agrees that no Seller shall have any responsibility for claims by third parties arising out of, or relating to, the use by any Learning Entity of any Thomson Marks or West Marks after the Closing.  The Purchaser shall indemnify and hold harmless the Sellers from any and all claims that may arise out of the use thereof by any Learning Entity in accordance with the terms and conditions of this Section 5.05, other than such claims that the Thomson Marks or West Marks infringe the Intellectual Property rights of any third party.  In addition to any and all other available remedies, the Purchaser shall indemnify and hold harmless the Sellers from any and all claims that may arise out of the use of the Thomson Marks or the West Marks in violation of or outside the scope permitted by this Section 5.05.  Notwithstanding anything in this Agreement to the contrary, Purchaser hereby acknowledges that Sellers, in addition to any other remedies available to them for any breach or threatened breach of this Section 5.05, shall be entitled to a preliminary injunction, temporary restraining order or other equivalent relief restraining Purchaser and any of its Affiliates (including the Learning Entities) from any such breach or threatened breach.

SECTION 5.06.  Licenses.  (a)  License to the Sellers.  Effective as of the Closing, the Purchaser hereby grants, and shall cause the Learning Entities to grant, to the Sellers and their Affiliates a fully paid-up, royalty-free, worldwide, irrevocable, non-exclusive, perpetual license under the patents, patent applications, technology, and registered and unregistered copyrights (including copyrights in source code) included in the Owned Intellectual Property (other than Copyrights in Publications and in content published online) and the Transferred Intellectual Property to use, make and have made products, systems and services, to prepare and distribute derivative works and to lease, sell, offer for sale, import and otherwise dispose of products, systems and services so made, outside the field of the Restricted Business.  The license shall extend only to Intellectual Property in existence as of the Closing Date, and shall not include any updates, improvements, derivatives or new Intellectual Property that may be created by or on behalf of Purchaser or its Affiliates thereafter, whether or not it is used exclusively in the GOLD Platform.  Purchaser shall have no obligations of support or maintenance with respect to Seller’s use of the GOLD Platform, and Seller shall be solely responsible for all costs incurred in connection with the exercise of its license under this provision or the use of the GOLD Platform by it or its Affiliates.

(b)License to Purchaser.  The Sellers hereby grant and shall cause their Affiliates to grant, a fully paid-up, royalty-free, worldwide, irrevocable, non-exclusive, perpetual, license under any Intellectual Property owned by the Sellers or their Affiliates that is used in the GOLD Platform but is not exclusively used in the GOLD Platform, to use, make and have made products, systems and services, to prepare and distribute derivative works, and to lease, sell, offer for sale, import and otherwise dispose of products, systems and services.

(c)Assignment; Sublicensing.  The licenses granted in Sections 5.06(a) and (b) shall not be assigned or transferred without the consent of the licensor except (i) to an Affiliate of the licensee, which shall remain bound by the terms of Section 5.06, or (ii) to the purchaser of all or substantially all of the assets of the business(es) of the licensee that are then using the GOLD Platform.  Any assignment made in violation of this provision shall be null and void ab initio. The licenses granted in Sections 5.06(a) and (b) shall not be sublicensable except (x) to an Affiliate of the licensee for so long as it remains an Affiliate of licensee, or (y) to customers or subscribers of the licensee to the extent necessary to distribute content to customers

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or subscribers by means of the GOLD Platform, provided that, in the case of the license granted in Section 5.06(a), the customer or subscriber is not then engaged in the Restricted Business.  In addition, the licenses granted in Sections 5.06(a) and (b), with respect to patents and patent applications, shall be freely sublicensable; provided, however, that Sellers and their Affiliates shall not sublicense to any third party for use of said patents and patent applications in the field of the Restricted Business.

SECTION 5.07.  Intellectual Property Further Assurances.  During the period beginning on the Closing Date and ending on the second anniversary thereof, to the extent that:

(a)any (i) Intellectual Property that is used as of the Closing Date primarily by a Learning Entity and is owned by a Seller (other than the Asset Seller) was not Owned Intellectual Property, or (ii) Intellectual Property that is used as of the Closing Date exclusively in the GOLD Platform and is owned by an Asset Seller was not assigned to the Purchaser as Transferred Intellectual Property (collectively, the “Learning Entities’ IP”), the Purchaser shall give notice thereof to the Sellers and the Sellers shall transfer, or cause to be transferred, the Learning Entities’ IP to an assignee designated by the Purchaser.  Pending such transfer, the Sellers or their Affiliates shall hold such Learning Entities’ IP and provide to the Purchaser or its designated assignee all of the benefits associated with the ownership of such Learning Entities’ IP, and the Sellers or their Affiliates shall cause such Learning Entities’ IP to be used or retained as may reasonably be instructed by the Purchaser.  Upon transfer of the Learning Entities’ IP, such Learning Entities’ IP shall be licensed to Seller pursuant to the terms set forth in Section 5.06(a).

(b)any Intellectual Property that (i) is used as of the Closing Date primarily by the Sellers or their Affiliates (other than the Learning Entities) and was Owned Intellectual Property or (ii) was not exclusively used in the GOLD Platform but was assigned as Transferred Intellectual Property (collectively, the “Sellers’ IP”), the Sellers shall give notice to the Purchasers and the Purchasers or the Learning Entities shall transfer, or cause to be transferred, the Sellers’ IP to an assignee designated by the Sellers.  Pending such transfer, the Purchasers or the Learning Entities or their Affiliates shall hold such Sellers’ IP and provide to the Sellers or their designated assignee all of the benefits associated with the ownership of such Sellers’ IP, and the Purchaser or the Learning Entities or their Affiliates shall cause such Sellers’ IP to be used or retained as may reasonably be instructed by the Sellers. Upon transfer of the Sellers’ IP, such Sellers’ IP shall be licensed to Purchaser pursuant to the terms set forth in Section 5.06(b).

SECTION 5.08.  Transition Services.  (a)  Following the Closing, TCDI shall provide, or cause to be provided, to the Learning Entities certain services that are currently provided by TCDI and its Affiliates to the Learning Entities, all as more fully set forth in a transition services agreement substantially in the form attached hereto as Exhibit 5.08(a) (the “Transition Services Agreement”) to be entered into by TCDI and the Purchaser as of the Closing.

(b)Following the Closing, TCDI shall provide, or cause to be provided, the human resource, benefits administration and related services all as more fully set forth in a human resource service agreement substantially in the form attached hereto as Exhibit 5.08(b) (the “HR Services Agreement”) to be entered into by TCDI and the Purchaser as of the Closing.

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SECTION 5.09.  Connecticut Property Transfer Act.  In the event the consummation of the transactions contemplated by this Agreement triggers the Connecticut Property Transfer Act (the “Transfer Act”), the Sellers shall submit and certify all forms and documents that are required pursuant to the Transfer Act to the Connecticut Department of Environmental Protection (“CTDEP”).  The Sellers shall be responsible for, and shall have the right to control, any investigation or remediation of the subject property relating to pre-closing use of the subject property and that is required to satisfy the Transfer Act.  The Purchaser shall cooperate with the Sellers, including, without limitation, (a) signing as transferee any forms or documents as may be required pursuant to the Transfer Act in form and substance reasonably acceptable to the Purchaser, (b) providing reasonable access at no charge to the subject property subsequent to the Closing so that the Sellers may conduct any investigation or remediation that is required by the Transfer Act or by the CTDEP, including, without limitation, access to drill boreholes and collect soil samples, drill wells and collect groundwater samples, and install and operate remediation equipment, and (c) not objecting to the implementation of any reasonable institutional or engineering controls that may be appropriate in connection with any remediation of the subject property.

SECTION 5.10.  Non-Competition.  (a)For a period of one year after the Closing Date (the “Restricted Period”), no Non-Competition Party shall either directly or indirectly engage in the Restricted Business in any of the countries in which the Learning Entities operate as of the Closing Date (the “Restricted Territory”).  Notwithstanding the foregoing, no Non-Competition Party shall be prohibited from:

(i)engaging in any business or activities conducted by any Non-Competition Party as of the Closing Date and set forth on Section 5.10 of the Disclosure Schedule, and any reasonable extension or development thereof;

(ii)acquiring or owning less than 5% of the outstanding voting power of any publicly traded company;

(iii)performing its obligations under this Agreement and the Ancillary Agreements; or

(iv)acquiring any entity which is engaged in the Restricted Business (“Acquired Company”) if, in its last full fiscal year prior to such acquisition, the consolidated revenues of such Acquired Company from the Restricted Business in the Restricted Territory constituted less than 20% of the total revenues of such entity, provided, that a Non-Competition Party may acquire an Acquired Company with consolidated revenues from the Restricted Business in the Restricted Territory constituting more than 20% of the total revenues of such entity so long as within 6 months after such acquisition, such Non-Competition Party disposes or agrees to dispose of the relevant portion of the Acquired Company’s business or securities to comply with this Section 5.10.

SECTION 5.11.  Release from Guarantees.  At or prior to the Closing, the Purchaser shall use its reasonable best efforts to take or cause to be taken all actions necessary to secure the unconditional release of the Sellers, TCDI and their Affiliates (excluding the Learning

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Entities; collectively, the “Seller Group”), as applicable, from the guarantees set forth in Section 5.11 of the Disclosure Schedule (the “Guarantees”), including effecting such release by issuing Purchaser guarantees or other credit support, and the Purchaser shall use its reasonable best efforts, or shall use its reasonable best efforts to cause its Affiliates or the Learning Entities (collectively, the “Purchaser Group”) to, be substituted in all respects for the applicable member of the Seller Group that is party to the Guarantee, so that the applicable member of the Purchaser Group shall be solely responsible for the obligations of such Guarantee; provided, however, that any such release or substitution must be effected pursuant to documentation reasonably satisfactory in form and substance to TCDI.  In the case of the failure to do so by the by the Closing Date, then, Sellers, on the one hand, and the Purchaser and the Companies, jointly and severally, on the other hand, shall continue to cooperate and use their respective reasonable best efforts to terminate, or cause the Purchaser or one of its Affiliates to be substituted in all respects for the Seller Group in respect of, all obligations of the Seller Group under any such Guarantees, and the Purchaser shall and shall cause the Learning Entities and any successors to (i) indemnify and hold harmless the Seller Group for any damages arising from such Guarantees and (ii) not permit any of the Learning Entities to (A) renew or extend the term of or (B) increase its obligations under, or transfer to another third party, any loan, lease, Contract or other obligation for which any member of the Seller Group is or would reasonably be expected to be liable under such Guarantee.  In the event the Seller Group identifies, after the Closing, guarantees, or other similar obligations to which any of the Seller Group is a party (the “Additional Guarantees”), the Seller Group shall promptly notify the Purchaser in writing of the existence and terms of such Additional Guarantees, and the Purchaser, upon receipt of such notice, shall promptly cause the release and substitution of such Additional Guarantees in a manner consistent with the foregoing.  All costs and expenses incurred in connection with the release or substitution of the Guarantees and the Additional Guarantees, as the case may be, shall be borne by the Purchaser, and the Purchaser shall indemnify the Seller Group for any and all Losses arising from or relating to such Guarantees and Additional Guarantees.

SECTION 5.12.  Financing Commitments; Amendment or Waiver.  (a)  The Purchaser shall use reasonable best efforts to obtain the Financing on the terms and conditions described in the Commitment Letters, including (i) negotiating definitive agreements with respect thereto on the terms and conditions contained therein and (ii) satisfying on a timely basis all conditions applicable to the Purchaser in such definitive agreements that are within its control.  In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letters, including as a result of any Lender MAC (as defined below), as promptly as practicable following the occurrence of such event, the Purchaser shall use reasonable best efforts to obtain alternative financing from alternative sources on terms and conditions that are no less favorable to the Purchaser in any material respect than those contained in the Commitment Letters.  The Purchaser shall keep TCDI informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Financing.  The Purchaser shall give TCDI prompt notice of any material breach by any party of the Commitment Letters, any termination of the Commitment Letters, any Lender MAC or any indication that the Financing may not be available to the Purchaser.  The Purchaser shall not agree to any amendment, modification to, or any waiver of the rights of the Purchaser or any obligations of any counterparty thereto under, any Commitment Letter (other than the addition of a new lender) without the prior written consent of TCDI.  For purposes of this Agreement, the term “Lender MAC” shall mean (x) any restriction on lending imposed by a regulatory authority

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on, or a petition of bankruptcy, insolvency or reorganization (or similar petition or initiation of proceedings under any debtor relief law) filed by or against, or the seeking of the appointment of a receiver or similar person by, or the making of an assignment for the benefit of creditors by, any lender or lenders providing at least 25% of the Financing contemplated by the Financing Commitments or (y) any order, decree or injunction of a court or agency of competent jurisdiction, including any such lender’s primary banking regulator or regulators, prohibiting the consummation of the financing contemplated by the Financing Commitments affecting any lender or lenders providing at least 25% of the Financing contemplated by the Financing Commitments, which, in each case, prevents the lender or lenders from providing the financing contemplated by such Financing Commitments and which, in the case of any petition filed against any such lender or lenders, is not dismissed within ten (10) days of being filed.  Notwithstanding the foregoing, compliance by the Purchaser with this Section 5.12 shall not relieve the Purchaser of its obligation to consummate the transactions contemplated by this Agreement whether or not the Financing is available.

(b)Prior to the Closing, the Sellers shall cause the Learning Entities to provide, and shall use their reasonable best efforts to cause the officers, employees, representatives and advisors, including legal and accounting advisors, of the Learning Entities to provide to the Purchaser, all cooperation reasonably requested by the Purchaser that is necessary, proper or advisable in connection with the financing (in each case, provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Sellers and the Learning Entities), including (i) participating in meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) providing information in connection with the preparation by the Purchaser or its representatives of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the financing; provided that any private placement memoranda or prospectuses in relation to high yield debt securities need not be issued by any of the Learning Entities, (iii) executing and delivering at the Closing any pledge and security documents, other definitive financing documents, or other certificates, legal opinions or documents as may be reasonably requested by the Purchaser (including a certificate of the chief executive officer or chief financial officer of any of the Learning Entities with respect to solvency matters and consents of accountants for use of their reports in any materials relating to the financing), (iv) as promptly as reasonably practicable, furnishing the Purchaser and its financing sources with access to personnel and financial and other pertinent information regarding the Learning Entities and the Purchased Assets as may be reasonably requested by the Purchaser, including all financial statements and financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act and in compliance with the other rules and regulations promulgated by the United States Securities and Exchange Commission (the “SEC”) (including the Financial Statements) to consummate the offerings of debt securities contemplated by the Debt Commitment Letters at the time during the Learning Entities’ fiscal year such offerings will be made and to effect a registered exchange offer with the SEC with respect to any such debt securities, (v) using reasonable best efforts to obtain accountants’ comfort letters (including comfort levels customary in similar types of transactions for pro forma financial information and related adjustments), legal opinions, surveys and title insurance as reasonably

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requested by the Purchaser; provided that nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Learning Entities, (vi) at the Closing entering into interest rate hedge transactions as reasonably requested by the Purchaser, (vii) taking all actions reasonably necessary to (A) permit the prospective lenders involved in the financing to evaluate the Learning Entities’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing and (B) establish as of the Closing bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing, (viii) using reasonable best effort to obtain any necessary rating agencies’ confirmation or approvals for the financing, (ix) providing the Purchaser by no later than May 15, 2007 with an unaudited combined balance sheet and unaudited combined statements of income and cash flows of the Learning Entities and the Purchased Assets and Assumed Liabilities as of and for the three months ended March 31, 2007 (together with comparable financial statements as of and for the three months ended March 31, 2006), in each case which have been subject to SAS 100 review by the Learning Entities’ accounting advisors (the “First Quarter Financial Statements”), and which will be prepared in accordance with GAAP and will fairly present, in all material respects, the financial position of the Learning Entities as of, and results of its operations and cash flows for the period ended, March 31, 2007, subject to normal year-end audit adjustments, and (x) taking all corporate actions necessary to permit the consummation of the financing and to permit the proceeds thereof to be made available as of the Closing Date; provided, however, that, with respect to the foregoing clauses (i) through (x), under no circumstances shall the Learning Entities be required to incur any obligations or liabilities that arise prior to the Closing.  The Company hereby consents to the use of its and its subsidiaries’ logos in connection with the financing.

(c)The Purchaser shall, promptly upon request by the Sellers, reimburse the Sellers for all reasonable and documented out-of-pocket costs incurred by the Sellers in connection with cooperation provided for in Section 5.12(b) (such reimbursement to be made promptly and in any event within three Business Days of delivery of reasonably acceptable documentation evidencing such expenses) and shall indemnify and hold harmless the Sellers, the Learning Entities and their respective representatives from and against any and all losses suffered or incurred by them in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than information provided by the Sellers or their Affiliates).  All non-public or otherwise confidential information regarding the Learning Entities obtained by the Purchaser or its representatives pursuant to this Section 5.12 shall be kept confidential in accordance with the Confidentiality Agreement until the Closing; provided, however, that the Purchaser and its representatives shall be permitted to disclose information as necessary and consistent with customary practices in connection with the Debt Financing and a registered offering of debt securities so long as the Purchaser and its representatives reasonably cooperate with the Sellers in order to permit the Sellers to comply with their obligations under applicable Law relating to the disclosure of such confidential information.

(d)Notwithstanding any other provision of this Agreement, for all purposes of this Agreement, unless the Sellers shall have committed a willful breach of Section 5.12(b), the Sellers shall not be deemed to be in breach of any of their obligations under, and they shall be deemed to have complied with all of their obligations contained in, Section 5.12(b); provided, however, that the First Quarter Financial Statement will be delivered by May 15, 2007.

SECTION 5.13.  Excluded Businesses.  (a)  The Purchaser shall cooperate with the Sellers and their Affiliates in transferring and shall promptly transfer and assign any and all

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Excluded Businesses’ Assets (including any documents or records) to TCDI or its designee and shall assign any and all of the Learning Entities’ right to, and shall promptly transfer, or cause the Learning Entities to transfer, upon receipt, any payment, proceeds or other benefit in any form relating to the Excluded Businesses to TCDI or its designee.  The Purchaser shall, and shall  cause the Learning Entities to, provide prompt access to the Sellers and their Affiliates and their respective employees and other representatives to such Excluded Businesses’ Assets and pending such transfer and assignment shall hold such Excluded Businesses’ Assets for the benefit of the Sellers and their Affiliates.

(b)The Purchaser shall cause the Learning Entities to perform and fully comply with any and all post-closing obligations contained in the Excluded Businesses Purchase Agreements (whether or not the performance of such obligations is guaranteed by any of the Sellers or their Affiliates), and the Purchaser, the Learning Entities or their successors or assigns shall be responsible for, and shall indemnify the Sellers and their Affiliates for and shall hold them harmless from, any Liabilities and Losses relating to, or arising out of, any breach of such post-closing obligations.  The Purchaser shall cause any subsequent purchaser of any of the Learning Entities to agree in writing for the benefit of TCDI and its Affiliates to be bound by this Section 5.13(b).

SECTION 5.14.  Pre-Closing Reorganization.  Notwithstanding anything to the contrary set forth herein, prior to the Closing, the Sellers shall, and shall cause the Learning Entities to, take all steps necessary to effect and carry out the reorganizations set forth in Exhibit 5.14 (the “Reorganization Transactions”).  No representation, warranty or covenant shall be deemed to be breached as a result of the Reorganization Transactions.

SECTION 5.15.  Updates.  The Sellers shall, prior to the Closing Date, deliver to the Purchaser modifications, changes or updates to the Disclosure Schedules in order to disclose or take into account facts, matters or circumstances which arise or occur between the date of this Agreement and the Closing Date that would cause the conditions to Closing set forth in Section 8.02(a) not being satisfied.  No updated information provided to the Purchaser in accordance with this Section 5.15 shall be deemed to update any representation, warranty or covenant made in this Agreement for purposes of determining whether there has been a breach thereof.

SECTION 5.16.  Insurance.  From and after the Closing Date, the Learning Entities shall cease to be insured by the Sellers’ or their Affiliates’ insurance policies or by any of their self-insured programs, other than by any insurance policies acquired directly by and in the name of one or more Learning Entities or self-insurance programs of the Learning Entities directly.  With respect to events or circumstances relating to the Learning Entities that occurred or existed prior to the Closing Date that are covered by the Sellers’ or their Affiliates’ occurrence-based third party liability insurance policies and any workers’ compensation insurance policies and/or comparable workers’ compensation self-insurance, state or country programs that apply to the locations at which the Learning Entities’ businesses are operated, the Learning Entities may, during the period of thirty-six (36) months after the Closing Date, make claims under such policies and programs to the extent such coverage and limits are available under such policies and programs and to the extent such claims are not covered by insurance policies or self-insurance programs of any of the Learning Entities; provided, however, that by

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making any such claims, the Purchaser agrees to reimburse, or cause the Learning Entities to reimburse, the Sellers and their Affiliates for any increased third-party policy costs incurred by any of the Sellers or their Affiliates as a direct result of such claims, including any retroactive or prospective premium adjustments associated with such coverage; and provided, further, that the Purchaser or the Learning Entities shall exclusively bear (and the Sellers and their Affiliates shall have no obligation to repay or reimburse the Purchaser or the Learning Entities for) the amount of any “deductibles” associated with claims under such policies and programs and shall be liable for all uninsured or uncovered amounts of such claims, provided, further, that the 36-month limitation and the requirement to reimburse for increased third-party policy costs shall not apply to claims relating to the litigation matters set forth in Section 3.11(a)(ii)(2) and (3) of the Disclosure Schedule.  As of the third anniversary of this Agreement, the Purchaser and the Learning Entities shall no longer be permitted to make any claims under such occurrence-based third party liability insurance policies of the Sellers or their Affiliates or to such workers’ compensation insurance policies and/or comparable workers’ compensation self-insurance, state or country programs that apply to the locations at which the Learning Entities’ businesses are operated.  For the avoidance of doubt, the Sellers and their Affiliates shall retain all rights to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of its insurance policies and programs, notwithstanding whether any such policies or programs apply to any Liabilities of the Purchaser.  Notwithstanding anything to the contrary contained herein, neither the Learning Entities nor the Purchaser shall make any claims under any other insurance policies (including any claims-based insurance policies) or any other self-insured programs of the Sellers or their Affiliates.  To the extent a claim is made under an insurance policy or self-insured program of any of the Sellers or their Affiliates pursuant to this Section 5.16, none of the Purchaser Indemnified Parties shall be indemnified pursuant to Article IX hereof.  The Sellers shall use commercially reasonable efforts to assist the Purchaser in obtaining “tail” or other appropriate insurance coverage for the Learning Entities prior to Closing.

SECTION 5.17.  Privileged Matters.  The parties acknowledge and agree that the information relating to or arising out of the legal advice or services that have been or will be provided prior to the Closing Date for the benefit of both (a) the Sellers and their Affiliates (other than the Learning Entities) and (b) the Learning Entities, shall be subject to a shared privilege between the Sellers and their Affiliates, on the one hand, and the Learning Entities, on the other hand, and the Sellers and their Affiliates, and the Learning Entities shall have equal right to assert all such shared privileges in connection with privileged information under any applicable Law and no such shared privilege may be waived by (i) any of the Sellers or their Affiliates without the prior written consent of the Purchaser or (ii) by any of the Learning Entities or the Purchaser without the prior written consent of TCDI; provided, however, that any information relating to or arising out of any legal advice or services provided, whether before or after the Closing Date, with respect to any matter for which the Indemnifying Party has an indemnification obligation hereunder, shall be subject to the sole and separate privilege of the Indemnifying Party, and the Indemnifying Party shall be entitled to control the assertion or waiver of all such separate privileges under any applicable Law in connection with any privileged information, whether or not such information is in the possession of or under the control of any of the Indemnified Parties.

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SECTION 5.18.  Further Action.  The parties hereto shall use their reasonable best efforts to take, or cause to be taken, all appropriate action, to do or cause to be done all things necessary, proper or advisable under applicable Law, and to execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated by this Agreement and to use commercially reasonable efforts to obtain the consents set forth in Section 3.04 of the Disclosure Schedule.

SECTION 5.19.  Intercompany Obligations.  Notwithstanding any other provision of this Agreement, prior to the Closing, all loans, notes, advances, receivables and payables (including any accrued and unpaid interest thereon) between the Learning Entities, on the one hand, and the Sellers and their Affiliates (other than the Learning Entities), on the other hand, shall be repaid or cancelled.

ARTICLE VI

EMPLOYEE MATTERS

SECTION 6.01.  Terms of Employment. Following the Closing Date until December 31, 2007, the Purchaser and its Affiliates shall provide (a) each current employee of the Learning Entities (the “Covered Employees”) with at least the same salary and the same annual cash bonus opportunity (for the avoidance of doubt, excluding, for this purpose, any long-term incentive plan opportunities) as in effect immediately prior to the Closing and (b) each Covered Employee with severance benefits in accordance with the severance practices of the Learning Entities disclosed in Section 3.13(a) of the Disclosure Schedule and other employee benefits that are not less favorable in the aggregate to those that are in effect immediately prior to the Closing.  Nothing in this Section 6.01 shall be construed in any way to relieve the Purchaser or the Learning Entities from their respective obligations under the terms of the Transferred Plans or the HR Services Agreement, whether before, during or after the period described in this Section 6.01.

SECTION 6.02.  Employee Benefits.  (a)  Except as set forth in the HR Services Agreement, as of the Closing, each Covered Employee shall cease to be an active participant under the Plans, other than the Transferred Plans, and shall be covered by the employee benefit plans of the Purchaser and its Affiliates.  Each Covered Employee shall receive credit for service with the Sellers, the Learning Entities and their Affiliates and their respective predecessors under the severance, vacation and similar plans and all other employee benefit plans of the Purchaser and its Affiliates for purposes of eligibility, vesting and benefit accrual (other than for purposes of any defined benefit plan); provided, however, that in no event shall such credit result in the duplication of benefits or the funding thereof.  In addition, the Purchaser shall waive any limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements for Covered Employees under such plans (to the extent waived under the Plans) and shall credit Covered Employees for co-payments and deductibles paid on or prior to the Closing Date during the year in which the Closing Date occurs in satisfying any deductible or out-of-pocket requirements (to the extent credited under the Plans).

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(b)           After the Closing Date, the Purchaser shall be responsible for, and shall indemnify and hold harmless the Sellers and their Affiliates against the actual cost of all hospital, medical, disability, workers’ compensation, unemployment compensation and other welfare expenses and benefits, including continuation coverage provided under Section 4980B(f) of the Code (COBRA), with respect to claims incurred by the Covered Employees or their covered dependents under any employee benefit plans of the Purchaser and its Affiliates in which such Covered Employees participate after the Closing Date.  For purposes of this Section 6.02(b), claims for services will be incurred on each date the service giving rise to the claim is performed, claims for disability will be incurred on each date the employee is absent from work and claims for workers’ compensation will be incurred on each date the claim is paid.

(c)           Subject to Section 6.04 hereof and this Section 6.02, (x) the Purchaser and its Affiliates shall not assume any obligations under or Liabilities with respect to, and shall not receive any right or interest in, any of the Plans set forth on Section 6.02(c) of the Disclosure Schedule, and (y) Sellers and their Affiliates (other than the Learning Entities) shall retain, assume, and be responsible for all Liabilities relating to participation through and including the Closing Date of the Covered Employees under such Plans and shall indemnify and hold harmless Purchaser and its Affiliates against any and all Losses incurred in connection with such Plans.

SECTION 6.03.  Pension Plans; 401(k) Plan.  (a)  Effective as of the Closing Date, the Business Employees shall be considered terminated participants under both the qualified and non-qualified defined benefit and defined contribution pension plans (including the deferred compensation plans) of the Sellers and their Affiliates (the “Seller Pension Plans”) and shall cease to accrue benefits thereunder.  The Sellers and their Affiliates shall amend or shall effect such other modifications as may be appropriate to each Seller Pension Plan to provide that, effective as of the Closing Date, none of the Learning Entities shall be a contributing sponsor thereto.

(b)           Effective as of the Closing Date, contributions under the Thomson 401(k) Savings Plan (the “Seller Savings Plan”) in respect of the Business Employees who participated in such plan (the “Participants”) shall cease.  As soon as practicable after the Closing Date, except as would adversely affect the qualified status of the Seller Savings Plan, the Participants shall be permitted to transfer their individual account balances from the Seller Savings Plan (including any promissory notes held in such accounts) in a direct rollover distribution to a defined contribution plan sponsored by the Purchaser and its Affiliates in which the Participants are eligible to participate and that meets the qualification requirements of Section 401(a) of the Code.

SECTION 6.04.  Retention Agreements; Severance.  Notwithstanding anything in Section 6.02(c) hereof to the contrary, from and after the Closing, the Sellers and their Affiliates shall be responsible for, shall retain and assume and shall indemnify and hold harmless the Purchaser and its Affiliates against any Losses incurred in connection with their respective obligations (including with respect to the payment of the performance bonus II, but excluding with respect to the payment pursuant to the 2007 Management Incentive Plan) under the retention agreements listed on Section 6.04 of the Disclosure Schedule (the “Retention Agreements”) and, except for severance obligations under the Retention Agreements, the Purchaser shall be responsible for any and all Liabilities, and shall indemnify and hold harmless

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the Sellers and their Affiliates against any Losses incurred, in connection with the severance of any Covered Employee after the Closing Date.

SECTION 6.05.  No Third Party Beneficiaries.  This Agreement shall inure exclusively to the benefit of and be binding upon the parties hereto and their respective successors, assigns, executors and legal representatives.  Nothing in this Article VI, express or implied, is intended to confer on any person other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

ARTICLE VII

TAX MATTERS

SECTION 7.01.  Tax Indemnities.  (a)  From and after the Closing, TCDI agrees to indemnify the Purchaser against all Excluded Taxes and associated expenses, except to the extent that each such Tax is taken into account in determining the Closing Working Capital and reduces the Purchase Price under Section 2.08.  The Purchaser shall be responsible for and shall indemnify and hold the Sellers and their Affiliates harmless against all Taxes and associated expenses imposed on or relating to the Learning Entities or Purchased Assets other than Excluded Taxes.  The parties agree that all payments by the Purchaser pursuant to the immediately preceding sentence shall be made to TCDI or its designee.

(b)           In the case of Taxes that are payable with respect to a Straddle Period, the portion of any such Tax that is allocable to the portion of the taxable period ending on the Closing Date shall be:

(i)            in the case of Taxes that are either (x) based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) (other than Conveyance Taxes covered by Section 7.06), deemed equal to the amount which would be payable (after giving effect to amounts which may be deducted from or offset against such Taxes) if the taxable period ended on the Closing Date; and

(ii)           in the case of Taxes imposed on a periodic basis with respect to the Purchased Assets or the assets of any Learning Entity, or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period.  Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method employed in this paragraph (b) taking into account the type of Tax to which the refund relates.  In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.01(b) shall be computed by reference to the level of such items on the Closing Date.  All determinations necessary to effect the foregoing allocations shall be made in a

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manner consistent with prior practices of Thomson Learning and the Learning Entities, as applicable.

(c)           Payment by the indemnifying party of any amount due under this Section 7.01 shall be made within ten (10) days following written notice by the indemnified party that payment of such amounts to the appropriate taxing authority is due, provided that the indemnified party shall comply with its obligation to promptly notify the indemnifying party under Section 7.03(a) and provided further that the indemnifying party shall not be required to make any payment earlier than two (2) days before it is due to the appropriate taxing authority.  Notwithstanding anything to the contrary herein, if TCDI or a Seller receives an assessment or other notice of Taxes due with respect to the Purchased Assets or any Learning Entity for any Pre-Closing Period for which TCDI is not responsible, in whole or in part, pursuant to paragraph (a) of this Section 7.01, then the Purchaser shall pay such Taxes, or if TCDI or a Seller pays such Taxes, then the Purchaser or any Learning Entity shall pay to TCDI the amount of such Taxes for which TCDI and such Seller are not responsible within five days following such payment.  In the case of a Tax that is contested in accordance with the provisions of Section 7.03, payment of the Tax to the appropriate taxing authority will be considered to be due no earlier than the date a final determination to such effect is made by the appropriate taxing authority or court.

SECTION 7.02.  Tax Refunds and Tax Benefits.  (a)  Any Tax refund, credit or similar benefit (including any interest paid or credited with respect thereto) relating to Taxes for which TCDI is responsible under Section 7.01 (including, for the avoidance of doubt, Taxes allocable to TCDI pursuant to Section 7.01(b)) shall be the property of the Sellers, and if received by the Purchaser or any Learning Entity, shall be paid over promptly to TCDI, except to the extent taken into account in determining the Closing Working Capital.  Notwithstanding the foregoing, any such Tax refunds, credits or benefits shall be for the account of the Purchaser to the extent such Tax refunds, credits or offsets are attributable (determined on a marginal basis) to the carryback from a Post-Closing Period of items of loss, deduction or credit, or other Tax items, of any Learning Entity (or any of their respective Affiliates, including the Purchaser), provided, however, that Purchaser agrees and covenants that Purchaser and its Affiliates will not carry back such items, and will file any election necessary therefor, to the extent permitted by applicable Law.  The amount or economic benefit of all other Tax refunds, credits or benefits relating to the Learning Entities or the Purchased Assets shall be for the account of the Purchaser.  The Purchaser shall, if TCDI so requests and at TCDI’s expense, cause the relevant Learning Entity or other relevant entity to file for and use its reasonable efforts to obtain and expedite the receipt of any refund to which TCDI is entitled under this Section 7.02, unless any such action would have a material adverse impact on the Purchaser, its Affiliates or any Learning Entity (such as a change in accounting method that would be binding on a Learning Entity in a Post-Closing Period).  The Purchaser shall permit TCDI to participate (at TCDI’s expense) in the prosecution of any such refund claim.

(b)           Any amount for which indemnification is provided under Section 7.01 shall be reduced by any actually realized Tax benefit available to and shall be increased by any actually realized Tax cost incurred by (in each case calculated on a with and without basis) the indemnified party arising in connection with any obligation of the indemnified party to pay Taxes or other amounts for which the other party is responsible under Section 7.01 or resulting

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from the receipt of any indemnification payment under this Article VII.  Any such net Tax benefit realized subsequently to the payment of an indemnification claim under Section 7.01 shall be paid in cash by the indemnified party to the indemnifying party at the time such amount is actually realized.

SECTION 7.03.  Contests.  (a)  After the Closing, the Purchaser or TCDI, as the case may be, shall promptly notify the other in writing of the proposed assessment or the commencement of any Tax audit or administrative or judicial proceeding or of any demand or claim on the Purchaser, its Affiliates, TCDI, its Affiliates, any of the Learning Entities or the Purchased Assets which, if determined adversely to the taxpayer or after the lapse of time, could be grounds for indemnification by such other party under Section 7.01.  Such notice shall contain factual information (to the extent known to the notifying party) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax liability.  If the Purchaser or TCDI fails to give prompt notice of an asserted Tax liability as required by this Section 7.03, then the other party shall not have any obligation to indemnify for any loss arising out of such asserted Tax liability, but only to the extent that failure to give such notice results in a material detriment to the other party.

In the case of a Tax audit or administrative or judicial proceeding (a “Contest”) that relates to taxable periods ending on or before the Closing Date, TCDI shall have the sole right, at its expense, to control the conduct of such Contest; provided, however, that if the Purchaser reasonably determines that such Contest could have a material adverse impact on the Taxes of any Learning Entity in a taxable period or portion thereof beginning after the Closing Date, Purchaser, and counsel of its own choosing, shall have the right to participate fully in all aspects of the prosecution or defense of such Contest; and provided, further, that TCDI shall not settle such Contest without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, if such settlement would have a material adverse impact on the Taxes of any Learning Entity in a taxable period or portion thereof beginning after the Closing Date.

(b)           With respect to Straddle Periods relating to the Learning Entities or the Purchased Assets, TCDI and the Purchaser, at their own expense, shall jointly direct and control, through counsel of their own choosing, any Contest.  None of the Purchaser, TCDI, the Sellers or any Learning Entity may settle or compromise any asserted liability for a Straddle Period without the prior written consent of the other party; provided however that consent to settlement or compromise shall not be unreasonably withheld; and provided further that if such consent is not given then any indemnification obligation under Section 7.01 of the party seeking such consent shall be limited to the amount such party would have been obligated to indemnify under Section 7.01 had such consent been given.

(c)           The Purchaser, TCDI and the Sellers agree to cooperate, and the Purchaser agrees to cause the Learning Entities to cooperate, in the defense against or compromise of any claim in any Contest pursuant to this Section 7.03.

SECTION 7.04.  Preparation of Tax Returns.  (a)  The Sellers shall prepare and file (or cause the Learning Entities to prepare and file), on a basis consistent with those prepared for prior taxable periods unless a different treatment of any item is required by applicable Law,

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all Tax Returns to the extent relating to the Learning Entities and the Purchased Assets for taxable periods ending on or before the Closing Date, it being understood that all Taxes due and payable in respect of such Tax Return shall be the responsibility of the Sellers.  The Sellers shall provide to the Purchaser copies of such Tax Returns that relate solely to the Learning Entities or the Purchased Assets at least 30 days prior to the due date (including any valid extension thereof) for filing such Tax Returns, and the Purchaser shall have the right to review and comment on such Tax Returns.

(b)           The Purchaser shall prepare and file (or cause the Learning Entities to prepare and file) all Tax Returns that relate to any Learning Entity or the Purchased Assets for taxable periods ending after the Closing Date, it being understood that all Taxes due and payable in respect of such Tax Returns shall be the responsibility of the Purchaser, except for such Taxes which are the responsibility of TCDI pursuant to Section 7.01 which TCDI shall pay in accordance with this Article VII.  With respect to Straddle Periods, such Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods unless a different treatment of any item is required by applicable Law.  With respect to any Tax Return required to be filed with respect to any Learning Entity or the Purchased Assets after the Closing Date and as to which the Taxes due (or a portion thereof) are Excluded Taxes, the Purchaser shall provide TCDI and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is included in Excluded Taxes pursuant to Section 7.01 at least 30 days prior to the due date (including any extension thereof) for filing of such Tax Return, and TCDI and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return.  The Sellers, TCDI and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by TCDI or its authorized representative.

SECTION 7.05.  Tax Cooperation and Exchange of Information.  The Sellers and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause the Learning Entities to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes.  Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities.  The Sellers and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 7.05.  Notwithstanding anything to the contrary in Section 5.02, each of the Sellers and the Purchaser shall retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its

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Affiliates) relating to Tax matters of any Learning Entity or relating to the Purchased Assets for any taxable period that includes the Closing Date and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six (6) years following the due date (without extension) for such Tax Returns.  After such time, before the Sellers or the Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after 90 days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense).  Any information obtained under this Section 7.05 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

SECTION 7.06.  Conveyance Taxes.  The Purchaser shall be liable for, shall hold the Sellers, the Learning Entities and their Affiliates harmless against, and agrees to pay any and all Conveyance Taxes that may be imposed upon, or payable or collectible or incurred in connection with this Agreement and the transactions contemplated hereby.  The parties agree that all payments by the Purchaser pursuant to the immediately preceding sentence shall be made to TCDI or its designee.  The Purchaser and the Sellers agree to cooperate in the execution and delivery of all instruments and certificates necessary to enable the Purchaser to comply with any pre-Closing filing requirements.

SECTION 7.07.  Tax Covenants.  Neither the Purchaser nor any Affiliate of the Purchaser shall amend, refile or otherwise modify, or cause or permit any Learning Entity to amend, refile or otherwise modify, any Tax election or Tax Return with respect to any taxable period (or portion of any taxable period) ending on or before the Closing Date without the prior written consent of TCDI.

SECTION 7.08.  Section 338(h)(10) Election.  (a)  Sellers and Purchaser agree that they shall use their reasonable best efforts to take all steps necessary to make a timely, valid and irrevocable election under Section 338(h)(10) of the Code and analogous state and local tax provisions, arising out of the purchase and sale of the shares of the capital stock of The Gale Group, Inc., a Delaware corporation (the “Gale Group”) (such elections, collectively, the “Elections”), and to file the Elections in accordance with applicable Tax law.  The purchase price for the Shares of The Gale Group shall be the price as determined under Exhibit 2.04(b) (the “Gale Purchase Price”).  At least 10 days prior to the Closing Date, TCDI and Purchaser shall agree on the form and content of the IRS Form 8023 and analogous state and local tax forms on which the Elections shall be made (collectively, the “Election Forms”).  At or prior to the Closing, TCDI  shall deliver to the Purchaser properly executed and mutually agreed upon Election Forms containing information then available, which the Purchaser shall be entitled to file, or cause to be filed, at any time after the Closing.

(b)           The Purchaser shall, within 90 days after the Final Working Capital Statement becomes or is deemed final and binding on the parties, but in no event less than 60 days prior to the relevant due date, prepare and deliver to TCDI for its review and consent, the allocation of the deemed sales price of the assets of the Gale Group resulting from the Elections (as required pursuant to Section 338(h)(10) of the Code and regulations promulgated thereunder) among such assets (the “Section 338 Allocation”).  TCDI and Purchaser shall negotiate in good faith to resolve any disputed items.  If TCDI and the Purchaser are unable to agree on the Section 338 Allocation within 60 days after the Purchaser provides the Section 338 Allocation, but in no event later than 30 days prior to the relevant due date, they shall request the Neutral Accountant to decide any disputed items, which shall make such decision within 30 days, but in no event less than 10 days prior to the relevant due date.  The costs of the Neutral Accountant shall be borne equally by TCDI and the Purchaser.  The Section 338 Allocation shall be used in preparing

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Internal Revenue Service Form 8883, and any similar forms under applicable Tax law.  TCDI and the Purchaser shall (and shall cause their Affiliates to) report and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the Gale Purchase Price and Section 338 Allocation, shall (and shall cause their Affiliates to) take no position contrary thereto or inconsistent therewith (including, without limitation, in any audits or examinations by any taxing authority or any other proceeding) and shall use reasonable efforts to sustain such reporting of the transaction in any subsequent Tax dispute to the extent consistent with applicable Tax law.

SECTION 7.09.  Miscellaneous.  (a)  For Tax purposes, the parties agree to treat all payments made pursuant to any indemnification obligation under this Agreement (including, without limitation, pursuant to this Article VII) as adjustments to the Purchase Price.

(b)           This Article VII shall be the sole provision governing indemnities for Taxes under this Agreement.

(c)           For purposes of this Article VII, all references to the Purchaser, the Sellers, Affiliates and any Learning Entity include successors.

(d)           Notwithstanding any provision in this Agreement to the contrary, the covenants and agreements of the parties hereto contained in this Article VII shall survive the Closing and shall remain in full force until thirty days after the expiration of the applicable statutes of limitations for the Taxes in question (taking into account any extensions or waivers thereof).

(e)           Any Tax sharing agreement or arrangement between any of the Sellers or any of their Affiliates (other than the Learning Entities), on the one hand, and any of the Learning Entities, on the other hand, shall have been terminated, and all payments thereunder settled, immediately prior to the Closing with no payments permitted to be made thereunder on and after the Closing Date.

ARTICLE VIII

CONDITIONS TO CLOSING

SECTION 8.01.  Conditions to Obligations of the Sellers.  The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

(a)           Representations, Warranties and Covenants.  (i) The representations and warranties of the Purchaser contained in this Agreement (A) that are not qualified as to “materiality” shall be true and correct in all material respects as of the Closing and (B) that are qualified as to “materiality” shall be true and correct as of the Closing, except to the extent such representations and warranties are made as of another date, in which case such representations and warranties shall be true and correct in all material respects or true and correct, as the case may be, as of such other date, (ii) the covenants and agreements contained in this Agreement to be complied with by the Purchaser on or before the Closing shall have been complied with in all material respects and (iii) the

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Sellers shall have received a certificate of the Purchaser signed by a duly authorized officer thereof dated as of the Closing Date certifying the matters set forth in clauses (i) and (ii) above;

(b)           Governmental Approvals.  (i) Any waiting period (and any extension thereof) under the HSR Act shall have expired or shall have been terminated; and (ii) any consents, authorizations, orders, approvals, declarations and filings required prior to the Closing under any other applicable antitrust, competition, or trade regulation Law and identified in Section 8.01(b) of the Disclosure Schedule, if applicable, will have been made or obtained; and

(c)           No Order.  No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order (whether temporary, preliminary or permanent) that has the effect of making the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise restraining or prohibiting the consummation of such transactions; provided, however, that prior to asserting non-satisfaction of this Section 8.01(c), the Sellers must have complied with their obligations under Section 5.04.

SECTION 8.02.  Conditions to Obligations of the Purchaser.  The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

(a)           Representations, Warranties and Covenants.  (i) (A)The representations and warranties of the Sellers contained in this Agreement (without giving effect to any materiality or Material Adverse Effect qualifier included therein) shall be true and correct as of the date of this Agreement and as of the Closing as though made on and as of the Closing, except to the extent such representations and warranties are made as of a particular date, in which case such representations and warranties shall be true and correct as of such date, except where the failure of such representations and warranties, in the aggregate, to be true and correct would not have a Material Adverse Effect and (B) Section 3.08(i) shall be true and correct, (ii) the covenants and agreements contained in this Agreement to be complied with by the Sellers at or before the Closing shall have been complied with in all material respects and (iii) the Purchaser shall have received a certificate of TCDI signed by a duly authorized officer thereof dated as of the Closing Date certifying the matters set forth in clauses (i) and (ii) above;

(b)           Governmental Approvals.  (i) Any waiting period (and any extension thereof) under the HSR Act shall have expired or shall have been terminated; and (ii) any consents, authorizations, orders, approvals, declarations and filings required prior to the Closing under any other applicable antitrust, competition, or trade regulation Law and identified in Section 8.02(b) of the Disclosure Schedule, if applicable, will have been made or obtained; and

(c)           No Order.  No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order (whether temporary, preliminary or permanent) that has the effect of making the transactions contemplated by

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this Agreement or the Ancillary Agreements illegal or otherwise restraining or prohibiting the consummation of such transactions; provided, however, that prior to asserting non-satisfaction of this Section 8.02(c), the Purchaser must have complied with its obligations under Section 5.04.

ARTICLE IX

INDEMNIFICATION

SECTION 9.01.  Survival of Representations, Warranties and Covenants.  The representations and warranties of the parties hereto contained in this Agreement shall survive the Closing for a period of six months after the Closing, except for (i) the representations and warranties set forth in Section 3.14 which shall terminate as of the Closing, (ii) the representation and warranty in the last sentence of Section 3.07, which shall survive the Closing until September 30, 2008 and (iii) the representations and warranties set forth in Section 3.01, Section 3.02, the last sentence of Section 3.03 and the first sentence of Section 3.18, which shall survive the Closing indefinitely; provided, however, that any claim made with reasonable specificity by the party seeking to be indemnified within the time periods set forth in this Section 9.01 shall survive until such claim is finally and fully resolved.

SECTION 9.02.  Indemnification by the Sellers.  The Purchaser and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “Purchaser Indemnified Party”) shall from and after Closing be indemnified and held harmless by TCDI for and against all losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys’ and consultants’ fees and expenses) actually suffered or incurred by them (hereinafter a “Loss”), arising out of or resulting from:  (a) the breach of any representation or warranty made by the Sellers contained in this Agreement or in any certificate delivered pursuant hereto; (b) the breach of any covenant or agreement by the Sellers contained in this Agreement; or (c) the Excluded Businesses’ Liabilities.

SECTION 9.03.  Indemnification by the Purchaser.  The Sellers, TCDI and their respective Affiliates, officers, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall from and after Closing be indemnified and held harmless by the Purchaser for and against any and all Losses, arising out of or resulting from:  (a) the breach of any representation or warranty made by the Purchaser contained in this Agreement or in any certificate delivered pursuant hereto; (b) the breach of any covenant or agreement by the Purchaser contained in this Agreement; (c) the Assumed Liabilities; (d) conduct of the business of the Learning Entities by the Purchaser following the Closing; or (e) any claim or cause of action by any Person arising before or after the Closing against any Seller Indemnified Party with respect to the operations of any Learning Entity, except for claims or causes of action with respect to which TCDI is obligated to indemnify the Purchaser Indemnified Parties pursuant to Section 9.02 hereof.

SECTION 9.04.  Limits on Indemnification.  (a)  No claim may be asserted nor may any Action be commenced against either party hereto for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action is received by such party describing in reasonable detail the facts and circumstances with respect

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to the subject matter of such claim or Action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 9.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date.

(b)           Notwithstanding anything to the contrary contained in this Agreement:  (i) TCDI shall not be liable for any claim for indemnification pursuant to Section 9.02(a), unless and until the aggregate amount of indemnifiable Losses which may be recovered from TCDI equals or exceeds $142,178,000, after which TCDI shall be liable only for those Losses in excess of $142,178,000; (ii)  no Losses may be claimed under Section 9.02(a) by the Purchaser or shall be reimbursable by or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $5,000,000 resulting from any single claim or series of related claims; (iii)  the maximum amount of indemnifiable Losses which may be recovered from TCDI arising out of or resulting from the causes set forth in Section 9.02(a) shall be an amount equal to $1,066,335,000; provided, that the limitations set forth in clauses (i), (ii) and (ii) above shall not apply with respect to claims for breach of Section 3.01, Section 3.02, the last sentence of Section 3.03, the last sentence of Section 3.07, the first sentence of Section 3.18 and the last sentence of Section 3.19; (iv) any qualification of the representations and warranties by reference to the materiality of or Material Adverse Effect, where applicable, relating to the matters stated therein, or words of similar effect, shall be disregarded in determining any breach thereof or the amount of any Loss arising therefrom.

(c)           Notwithstanding anything to the contrary contained in this Agreement, none of the parties hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future profits, revenue or income, diminution in value or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any Ancillary Agreement.

(d)           For all purposes of this Article IX, “Losses” shall be net of (i) any insurance or other recoveries actually received by the Indemnified Party or any of its Affiliates in connection with the facts giving rise to the right of indemnification, and (ii) any actually realized Tax benefit available to (net of any actually realized Tax cost incurred by (in each case calculated on a with and without basis)) the Indemnified Party or any of its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses or resulting from the receipt of any indemnification payment under this Article IX (provided, however, that any such net Tax benefit realized subsequent to the payment of an indemnification claim under this Article IX shall be paid in cash by the Indemnified Party to the Indemnifying Party at the time such amount is actually realized) and (iii) any amounts reserved on the Financial Statements with respect to such Loss.

SECTION 9.05.  Notice of Loss; Third Party Claims.  (a)  An Indemnified Party shall give the Indemnifying Party notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, promptly upon such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises.

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(b)If an Indemnified Party shall receive notice of any Action, audit, claim, demand or assessment (each, a “Third Party Claim”) against it which may give rise to a claim for Loss under this Article IX, within 30 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim.  The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so, and its acknowledgement of its obligation to indemnify the Indemnified Party with respect to such Third Party Claim, to the Indemnified Party within 60 days of the receipt of such notice from the Indemnified Party.  If the Indemnifying Party elects to undertake any such defense against a Third Party Claim, the Indemnified Party may participate in such defense at its own expense.  The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party.  If the Indemnifying Party elects to direct the defense of any such claim or proceeding, the Indemnified Party shall not pay, or permit to be paid, any part of such Third Party Claim unless the Indemnifying Party consents in writing to such payment or unless the Indemnifying Party withdraws from the defense of such Third Party Claim liability or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified Party for such Third Party Claim.  If the Indemnified Party assumes the defense of any such claims or proceeding pursuant to this Section 9.05 and proposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall have the right to participate in the settlement or assume or reassume the defense of such claims or proceeding.  The Indemnifying Party shall have the right to settle any Third Party Claim for which it obtains a full release of the Indemnified Party in respect of such Third Party Claim or to which settlement the Indemnified Party consents in writing, such consent not to be unreasonably withheld or delayed.

SECTION 9.06.  Remedies.  The Purchaser and the Sellers acknowledge and agree that (i) following the Closing, except with respect to matters covered by Sections 2.08 and 2.09 and other than as provided in Section 11.10, the indemnification provisions of Article VII and Sections 9.02 and 9.03 shall be the sole and exclusive remedies of the Purchaser and the Sellers for any breach by the other party of the representations and warranties in this Agreement and for any failure by the other party to perform and comply with any covenants and agreements in this Agreement and (ii) notwithstanding anything herein to the contrary, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of the Purchaser or the Sellers, after the consummation of the transactions contemplated by this Agreement, to rescind this Agreement or any of the transactions contemplated hereby.  Each party hereto shall take all reasonable steps to mitigate its Losses upon and after becoming aware of any event which could reasonably be expected to give rise to any Losses.  Notwithstanding anything to the contrary contained in this Agreement, to the extent that an adjustment has been made to the Purchase Price or any other payments are made hereunder in respect of any matter relating to or arising out of this Agreement, such matter will not, to the extent of such adjustment or other payment, in and of itself constitute a breach of any representation, warranty, covenant or agreement contained herein, and the Purchaser will not be entitled to any indemnification with respect to such matter.

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SECTION 9.07.  Tax Matters.  Except for Section 9.01, anything in this Article IX to the contrary notwithstanding, the rights and obligations of the parties with respect to indemnification for any and all Tax matters shall be solely governed by Article VII and shall not be subject to the provisions of this Article IX.

ARTICLE X

TERMINATION

SECTION 10.01.  Termination.  This Agreement may be terminated at any time prior to the Closing:

(a)by either the Sellers or the Purchaser if the Closing shall not have occurred by September 30, 2007 (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 10.01(a) shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date, including the Purchaser’s failure to fulfill its obligations under Section 5.04(b);

(b)by either the Purchaser or the Sellers in the event that any Governmental Order restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement shall have become final and nonappealable; provided, however, that the Purchaser’s right to terminate this Agreement under this Section 10.01(b) shall not be available to the Purchaser if the Purchaser has failed to fulfill any of its obligations under Section 5.04(b);

(c)by the Sellers if a failure to perform any covenant or agreement on the part of the Purchaser set forth in this Agreement (including an obligation to consummate the Closing) shall have occurred that would, if occurring or continuing on the Closing Date, cause the condition set forth in Section 8.01(a) not to be satisfied, and such condition is not cured, or is incapable of being cured, within 20 days (but not later than the Termination Date) of receipt of written notice by the Sellers to the Purchaser of such breach or failure; provided that the Sellers are not then in breach of this Agreement so as to cause any of the conditions set forth in Section 8.02 not to be satisfied; or

(d)by the mutual written consent of the Sellers and the Purchaser.

SECTION 10.02.  Effect of Termination.  In the event of termination of this Agreement as provided in Section 10.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except that (a) Section 5.03, this Section 10.02 and Article XI shall survive any termination and (b) nothing herein shall relieve any party from liability for any willful breach of this Agreement occurring prior to such termination; provided, that (i) in the event that the conditions to the Closing set forth in Section 8.02 are satisfied or waived in writing by the Purchaser (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction of such conditions) and the Purchaser breaches its obligation to effect the Closing pursuant to Section 2.05 and Sellers terminate this Agreement pursuant to Section 10.01(a), or (ii) the Sellers terminate this Agreement pursuant to Section 10.01(c), then, in any case, within two (2) Business Days of such termination, the

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Purchaser shall pay to TCDI by wire transfer of immediately available funds, for the benefit and on behalf of all the Sellers, a termination fee in an amount equal to $177,722,500 (the “Termination Fee”).  TCDI’s right to receive the Termination Fee from the Purchaser pursuant to this Section 10.02 or the guarantees thereof pursuant to the Limited Guarantees shall be the sole and exclusive remedy of the Sellers against the Purchaser or any of its Affiliates for any losses or damages suffered as a result of the failure of the transactions contemplated hereby to be consummated.  In no event, whether or not this Agreement shall have been terminated, and regardless of the circumstances under which it may have been terminated shall the Purchaser or any of its Affiliates or any of their respective partners, shareholders or members be liable for any losses or damages with respect to this Agreement (or under the Limited Guarantees) in excess of $177,722,500 in the aggregate (inclusive of any obligation to pay the Termination Fee).  Each of the parties hereto acknowledges that (1) the agreements contained in this Section 10.02 are an integral part of the transactions contemplated by this Agreement, without which agreements the parties would not enter into this Agreement, (2) the Termination Fee constitutes liquidated damages and is reasonable in light of the anticipated harm which would be caused by the Purchaser’s material breach of or default under this Agreement, the difficulty of proof of loss, the inconvenience and difficulty of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder and (3) the Termination Fee is not a penalty.  If the transactions contemplated by this Agreement are terminated as provided herein, all documents, confidential information and other materials received by Purchaser with respect to the Sellers shall be treated in accordance with the Confidentiality Agreement, which shall remain in full force and effect notwithstanding the termination of this Agreement.

ARTICLE XI

GENERAL PROVISIONS

SECTION 11.01.  Expenses.  Except as otherwise specified in this Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be borne by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

SECTION 11.02.  Notices.  All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by facsimile or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11.02):

(a)if to TCDI or the Sellers:

The Thomson Corporation
Metro Center, One Station Place
Stamford, CT  06902

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Facsimile:  (203) 539-7779
Attention:  General Counsel

with a copy to:

Shearman & Sterling LLP
599 Lexington Avenue
New York, NY  10022-6069
Facsimile:  (212) 848-7179
Attention:  George A. Casey, Esq.

(b)if to the Purchaser:

Apax/TL Holdings LLC
c/o Apax Partners, L.P.
153 East 53^rd Street

New York, NY 10022
Facsimile:  (212) 319-6155
Attention:  Jacqueline Reses

Christian Stahl

with a copy to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017
Facsimile: (212) 455-2502
Attention:  William R. Dougherty

SECTION 11.03.  Public Announcements.  None of the parties to this Agreement shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated by this Agreement or otherwise communicate with any news media without the prior written consent of the other party unless such press release or public announcement is required by Law or applicable stock exchange regulation, in which case the parties to this Agreement shall, to the extent practicable, consult with each other as to the timing and contents of any such press release, public announcement or communication.

SECTION 11.04.  Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to either party hereto.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions

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contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

SECTION 11.05.  Entire Agreement.  This Agreement, the Ancillary Agreements, the Confidentiality Agreement constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the Sellers and the Purchaser with respect to the subject matter hereof and thereof.

SECTION 11.06.  Assignment.  This Agreement may not be assigned by operation of Law or otherwise without the express written consent of the Sellers and the Purchaser (which consent may be granted or withheld in the sole discretion of the Sellers or the Purchaser), as the case may be; provided, that each party may assign its rights under this Agreement, in whole or in part, to one or more of its Affiliates, provided that no such assignment shall relieve such party of its obligations hereunder.

SECTION 11.07.  Amendment.  This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, the Sellers and the Purchaser or (b) by a waiver in accordance with Section 11.08.

SECTION 11.08.  Waiver.  Any party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered by the other party pursuant hereto or (c) waive compliance with any of the agreements of the other party or conditions to such party’s obligations contained herein.  Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby.  Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement.  The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

SECTION 11.09.  No Third Party Beneficiaries.  This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.

SECTION 11.10.  Specific Performance; Remedies.  (a)  Each of the parties hereto acknowledges and agrees that, in the event of any breach of this Agreement by the Sellers, the Purchaser would be irreparably and immediately harmed and could not be made whole by monetary damages.  It is accordingly agreed that (i) the Purchaser shall be entitled, in addition to any other remedy to which it may be entitled at law or in equity, to compel specific performance of this Agreement in any action instituted in accordance with Section 11.12 and (ii) the Sellers will waive, in any action for specific performance, the defense of the adequacy of a remedy at law.  The parties acknowledge and agree that the Sellers shall not be entitled to an injunction or injunctions to prevent breaches of this Agreement by the Purchasers or to enforce specifically the

58

terms and provisions of this Agreement and that the Company’s sole and exclusive remedy with respect to any such breach shall be the remedy set forth in Section 10.02.

(b)In no event shall any former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of the Purchaser or its Affiliates have any liability or obligations relating to or arising out of this Agreement or the transactions contemplated hereby

SECTION 11.11.  Governing Law.  This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York.  All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York.  Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising out of or relating to this Agreement brought by either party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

SECTION 11.12.  Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION OR LIABILITY DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.  EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH ACTION OR LIABILITY, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.12.

SECTION 11.13.  Counterparts.  This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

59

IN WITNESS WHEREOF, the Sellers and the Purchaser have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

THE THOMSON CORPORATION DELAWARE INC.
By:		/s/ Stephane Bello
	Name:	Stephane Bello
	Title:	Senior Vice President
THOMSON LEGAL & REGULATORY INC.
By:		/s/ Edward A. Friedland
	Name:	Edward A. Friedland
	Title:	Vice President and Secretary
THOMSON FINANCE S.A.
By:		/s/ Gregor David Dalrymple
	Name:	Gregor David Dalrymple
	Title:	Director
By:		/s/ Emile Joseph Jean Hamilius
	Name:	Emile Joseph Jean Hamilius
	Title:	Director
By:		/s/ Tom Loesch
	Name:	Tom Loesch
	Title:	Director
THOMSON LEARNING HOLDINGS COÖPERATIEF U.A.
By:		/s/ Gregor David Dalrymple
	Name:	Gregor David Dalrymple
	Title:	Director
By:		/s/ Pieter Gerard Kroon
	Name:	Pieter Gerard Kroon
	Title:	Director

THOMSON GLOBAL RESOURCES
By:		/s/ John H. Lindstrom
	Name:	John H. Lindstrom
	Title:	Managing Director
By:		/s/ Peter V. Gormley
	Name:	Peter V. Gormley
	Title:	General Counsel
APAX/TL HOLDINGS LLC
By:		/s/ Jacqueline Reses
	Name:	Jacqueline Reses
	Title:	Authorized Signatory

EXECUTION VERSION

AMENDMENT NO. 1 TO THE STOCK AND ASSET PURCHASE AGREEMENT

AMENDMENT No. 1 (this “Amendment”), dated as of July 3, 2007, to the Stock and Asset Purchase Agreement, dated as of May 11, 2007 (the “SAPA”), among The Thomson Corporation Delaware Inc., a Delaware corporation (“TCDI”), Thomson Legal & Regulatory Inc., a Minnesota corporation (“TLR”), Thomson Finance S.A., a corporation organized under the laws of Luxembourg (“Thomson Finance”), Thomson Learning Holdings Coöperatief U.A., a co-operative established under the laws of the Netherlands (“TLHC” and, together with TCDI, TLR and Thomson Finance, the “Stock Sellers”), Thomson Global Resources, a corporation organized under the laws of the Republic of Ireland (the “Asset Seller” and, together with the Stock Sellers, the “Sellers”) and Apax/TL Holdings LLC, a Delaware limited liability company (the “Purchaser”).  Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the SAPA.

WHEREAS, the Sellers and the Purchaser entered into the SAPA pursuant to which the Sellers agreed to sell, and the Purchaser agreed to purchase, the Shares and the Purchased Assets, all upon the terms and subject to the conditions set forth therein; and

WHEREAS, the parties hereto desire to amend the SAPA as set forth in this Amendment in accordance with Section 11.07 thereof;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment hereby agree as follows:

Section 1.Excluded Businesses’ Liabilities.  The definition of Excluded Businesses’ Liabilities contained in Section 1.01 of the SAPA is hereby amended and restated in its entirety to read as follows:

‘“Excluded Businesses’ Liabilities” means (i) the Liabilities of the Excluded Businesses which the purchasers of the respective Excluded Businesses do not assume pursuant to the terms of the Excluded Businesses Purchase Agreements, (ii) any indemnification obligations of the Learning Entities arising from breaches of (A) representations and warranties and (B) covenants that by their terms must be performed prior to closing, each pursuant to the Excluded Businesses Purchase Agreements, (iii) the note payable to Capstar and (iv) any payment obligations of the Learning Entities arising from post-closing purchase price adjustments under the relevant Excluded Businesses Purchase Agreements.  “Excluded Businesses’ Liabilities” shall not include the provision of services under the transition services agreements relating to the Excluded Businesses and indemnification obligations arising from or relating to breaches of post-closing covenants and obligations of any of the Learning Entities contained in the Excluded Businesses Purchase Agreements.”

Section 2.Closing.  The phrase “July 3, 2007” in the seventh line of Section 2.05 of the SAPA is hereby amended and restated to read “July 5, 2007”.

Section 3.Non-Competition.  Clause (i) of Section 5.10(a) of the SAPA is hereby amended and restated in its entirety to read as follows:

“(i)engaging in any business or activities conducted by any Non-Competition Party as of the Closing Date, including the businesses or activities set forth on Section 5.10 of the Disclosure Schedule, and any reasonable extension or development thereof;”

Section 4.Guarantees.  (a) Section 5.11 is hereby amended and restated in its entirety to read as follows:

“SECTION 5.11.   Release from Guarantees.   The Purchaser shall (i) promptly following the Closing (but in no event later than six (6) weeks following the Closing Date), use best efforts to secure the unconditional release of The Thomson Corporation from the Guaranty Agreement referenced in item 8 of Section 5.11 of the Disclosure Schedule (the “Synthetic Lease Guaranty”) by providing the guaranteed parties thereto a letter of credit or other comparable credit support necessary to secure the unconditional release of The Thomson Corporation from the Synthetic Lease Guaranty and (ii) promptly following the Closing, the Purchaser shall use commercially reasonable efforts to take or cause to be taken all actions reasonably necessary to secure the unconditional release of the Sellers, TCDI and their Affiliates (excluding the Learning Entities; collectively, the “Seller Group”), as applicable, from the guarantees (but excluding the Synthetic Lease Guaranty) set forth in Section 5.11 of the Disclosure Schedule (the “Listed Guarantees” and, together with the Synthetic Lease Guaranty, the “Guarantees”), by issuing Purchaser guarantees or other Purchaser credit support, and the Purchaser shall use commercially reasonable efforts, or shall use commercially reasonable efforts to cause its controlled Affiliates or the Learning Entities (collectively, the “Purchaser Group”) to, be substituted in all respects for the applicable member of the Seller Group that is party to the Listed Guarantee, so that the applicable member of the Purchaser Group shall be solely responsible for the obligations of such Listed Guarantee; provided, however, that any such release or substitution must be effected pursuant to documentation reasonably satisfactory in form and substance to TCDI.  If the Purchaser fails to secure the unconditional release of the Seller Group from any of the Guarantees prior to any sale, transfer or other disposition in one transaction or a series of transactions (whether through a sale of assets, stock, merger or any other business combination) of any Learning Entity, any portion thereof or any successor thereto that is a party to any such Guarantee, or all or substantially all of the business or assets of the Purchaser or of the Learning Entities, the Purchaser shall, or shall cause the appropriate member of the Purchaser Group to, use best efforts to secure the unconditional release of all such outstanding obligations of the Seller Group by providing a letter of credit or other comparable credit support necessary to secure the unconditional release of the applicable member of the Seller Group.  Until the Purchaser or the appropriate member of the Purchaser Group has secured the unconditional release of the Guarantees described in this Section 5.11, the Purchaser shall and shall cause the Learning Entities and any successors to (i) indemnify and hold harmless the Seller Group for any damages arising from the Guarantees and (ii) not permit any of the Learning Entities to (A) renew or extend the term of or (B) increase its obligations under, or transfer to another third party, any loan, lease, Contract or other obligation for which any member of the Seller Group is or would reasonably be expected to be liable under any such Guarantee.  In the event the Seller Group identifies, after the Closing, guarantees, or other similar obligations to which any of the

Seller Group is a party (the “Additional Guarantees”), the Seller Group shall promptly notify the Purchaser in writing of the existence and terms of such Additional Guarantees, and upon receipt of such notice by the Purchaser, the Additional Guarantees shall be treated in the same manner as the Listed Guarantees.  All costs and expenses incurred in connection with the release or substitution of the Guarantees and the Additional Guarantees, as the case may be, shall be borne by the Purchaser, and the Purchaser shall indemnify the Seller Group for any and all Losses arising from or relating to such Guarantees and Additional Guarantees.”

(b)Section 1.02 of the SAPA is hereby amended to insert, in the correct alphabetical order, the defined terms “Listed Guarantees” and “Synthetic Lease Guaranty”.  The section reference to be set forth across from each such defined term shall be “5.11”.

Section 5.Employee Matters.  (a) Section 6.02 of the SAPA is hereby amended by inserting the following subsection (d) at the end thereof:

“(d)Notwithstanding the other provisions of this Section 6.02, effective as of the Closing Date, (i) the account balances with respect to the plan year in which the Closing Date occurs (whether positive or negative) (the “Transferred Account Balances”) under the healthcare and dependent care flexible spending reimbursement plans of the Sellers and their Affiliates (the “Sellers’ Flex Plans”) of the Covered Employees who are participants in the Sellers’ Flex Plans shall be transferred to one or more health care and dependent care flexible spending reimbursement plans of the Purchaser and its Affiliates (the “Purchaser’s Flex Plans”); (ii) the election levels and the coverage levels of the participating Covered Employees shall apply under the Purchaser’s Flex Plans in the same manner as under the Sellers’ Flex Plans; and (iii) the participating Covered Employees shall be reimbursed, to the extent not previously reimbursed under the Sellers’ Flex Plans prior to the Closing Date, from the Purchaser’s Flex Plans for claims incurred at any time during the plan year of the Sellers’ Flex Plans in which the Closing Date occurs, and submitted to the Purchaser’s Flex Plans from and after the Closing Date, on the same basis and the same terms and conditions as under the Sellers’ Flex Plans.  As soon as practicable after the Closing Date, the Sellers shall pay the Purchaser, in cash, the net aggregate amount of the Transferred Account Balances, if such amount is positive, and the Purchaser shall pay the Sellers, in cash, the net aggregate of the Transferred Account Balances, if such amount is negative.”

(b)Section 1.02 of the SAPA is hereby amended to insert, in the correct alphabetical order, the defined terms “Purchaser’s Flex Plans”, “Sellers’ Flex Plans” and “Transferred Account Balances”.  The section reference to be set forth across from each such defined term shall be “6.02(d)”.

(c)Section 6.04 of the SAPA is hereby amended by inserting the following at the end thereof:

“In connection with the Sellers’ obligations under the Retention Agreements, including the obligation to make severance, retention and performance bonus payments (but excluding amounts due pursuant to the 2007 Management Incentive Plan (the “2007 MIP”)) to the Covered Employees under the Retention Agreements (each respective

obligation, a “Benefits Payment Amount”), the Sellers shall, upon receipt from the Purchaser of a written notice no less than ten (10) Business Days prior to the date a Benefits Payment Amount is due to a Covered Employee, advance to the Purchaser one (1) Business Day prior to such payment date the applicable Benefits Payment Amount (including the employer portion of the applicable healthcare coverage contributions, to the extent applicable).  On the date a Benefits Payment Amount is due to a Covered Employee, the Purchaser shall pay the Covered Employee such Benefits Payment Amount less any amounts required to be withheld or deducted under applicable Law, which amounts shall be timely remitted by the Purchaser to the applicable Governmental Authority.  In the case of Ronald Schlosser or any other Business Employee who is not a Covered Employee, in each case who is a party to a Retention Agreement, on the payment date of the bonus, if any, under the 2007 MIP (which date, for the avoidance of doubt is on or before March 15, 2008), the Sellers shall pay the 2007 MIP payment(s) to such Business Employee(s), in accordance with and subject to the terms and conditions of the applicable Retention Agreement(s) and the 2007 MIP, and the Purchaser shall reimburse the Sellers for the amount of such payment(s) on the same day such payment(s) are made by the Sellers, including any amounts required to be withheld or deducted under applicable Law, which amounts shall be timely remitted by the Sellers to the applicable Governmental Authority.  The Sellers shall provide to the Purchaser a written notice indicating the amount of such 2007 MIP payment(s) no less than three (3) Business Days prior to the payment date thereof.”

(d)Section 1.02 of the SAPA is hereby amended to insert, in the correct alphabetical order, the defined terms “2007 MIP” and “Benefits Payment Amount”.  The section reference to be set forth across from such defined term shall be “6.04”.

Section 6.Entire Agreement.  The SAPA (as amended by this Amendment), the Ancillary Agreements and the Confidentiality Agreement constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the Sellers and the Purchaser with respect to the subject matter hereof and thereof.

Section 7.Severability.  If any term or other provision of this Amendment is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Amendment shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated by the SAPA (as amended by this Amendment) is not affected in any manner materially adverse to either party hereto.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify the SAPA (as amended by this Amendment) so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by the SAPA (as amended by this Amendment) are consummated as originally contemplated to the greatest extent possible.

Section 8.Counterparts.  This Amendment may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

Section 9.Governing Law.  This Amendment shall be governed by, and construed in accordance with, the Laws of the State of New York.  All Actions arising out of or relating to this Amendment shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York.  Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising out of or relating to this Amendment brought by either party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Amendment or the transactions contemplated by the SAPA (as amended by this Amendment) may not be enforced in or by any of the above-named courts.

Section 10.Full Force and Effect.  Except as amended hereby, the SAPA shall remain in full force and effect.

[Remainder of the page intentionally left blank]

IN WITNESS WHEREOF, the Sellers and the Purchaser have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

THE THOMSON CORPORATION DELAWARE INC.
By:		/s/ Stephane Bello
	Name:	Stephane Bello
	Title:	Senior Vice President
THOMSON LEGAL & REGULATORY INC.
By:		/s/ Edward A. Friedland
	Name:	Edward A. Friedland
	Title:	Vice President and Secretary
THOMSON FINANCE S.A.
By:		/s/ Joseph Vermeer
	Name:	Joseph Vermeer
	Title:	Director
By:		/s/ Virender N. Puri
	Name:	Virender N. Puri
	Title:	Director
By:		/s/ Gregor David Dalrymple
	Name:	Gregor David Dalrymple
	Title:	Director
THOMSON LEARNING HOLDINGS COÖPERATIEF U.A.
By:		/s/ Virender N. Puri
	Name:	Virender N. Puri
	Title:	Director
By:		/s/ Gregor David Dalrymple
	Name:	Gregor David Dalrymple
	Title:	Director

THOMSON GLOBAL RESOURCES
By:		/s/ John H. Lindstrom
	Name:	John H. Lindstrom
	Title:	Managing Director
By:		/s/ Peter V. Gormley
	Name:	Peter V. Gormley
	Title:	General Counsel
APAX/TL HOLDINGS LLC
By:		/s/ Christian Stahl
	Name:	Christian Stahl
	Title:	Authorized Signatory

EXECUTION VERSION

AMENDMENT NO. 2 TO THE STOCK AND ASSET PURCHASE AGREEMENT

AMENDMENT No. 2 (this “Amendment”), dated as of August 30, 2007, to the Stock and Asset Purchase Agreement, dated as of May 11, 2007, as amended by Amendment No.1, dated as of July 3, 2007 (the “SAPA”), among The Thomson Corporation Delaware Inc., a Delaware corporation (“TCDI”), Thomson Legal & Regulatory Inc., a Minnesota corporation (“TLR”), Thomson Finance S.A., a corporation organized under the laws of Luxembourg (“Thomson Finance”), Thomson Learning Holdings Coöperatief U.A., a co-operative established under the laws of the Netherlands (“TLHC” and, together with TCDI, TLR and Thomson Finance, the “Stock Sellers”), Thomson Global Resources, a corporation organized under the laws of the Republic of Ireland (the “Asset Seller” and, together with the Stock Sellers, the “Sellers”) and Apax/TL Holdings LLC, a Delaware limited liability company (the “Purchaser”).  Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the SAPA.

WHEREAS, the Sellers and the Purchaser entered into the SAPA pursuant to which the Sellers agreed to sell, and the Purchaser agreed to purchase, the Shares and the Purchased Assets, all upon the terms and subject to the conditions set forth therein; and

WHEREAS, the parties hereto desire to amend the SAPA as set forth in this Amendment in accordance with Section 11.07 thereof;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment hereby agree as follows:

Section 1.Adjustment of the Purchase Price.  Section 2.08 of the SAPA is hereby amended and restated in its entirety to read as follows:

“(a)Within 60 days after the Closing Date, the Purchaser shall prepare and deliver to TCDI the Initial Working Capital Statement.

(b)At all reasonable times during the 30 days immediately following TCDI’s receipt of the Initial Working Capital Statement, TCDI and its representatives shall be permitted to review the records of the Purchaser and the Learning Entities relating to the Initial Working Capital Statement reasonably requested by TCDI, and the Purchaser and the Learning Entities shall make reasonably available to TCDI and its representatives the individuals employed by the Purchaser and the Learning Entities and responsible for the preparation of the Initial Working Capital Statement in order to respond to the inquiries of TCDI related thereto.

(c)TCDI shall deliver to the Purchaser by the Objection Deadline Date either a notice indicating that TCDI accepts the Initial Working Capital Statement (“Notice of Acceptance”) or a detailed statement describing its objections to the Initial Working Capital Statement (“Notice of Disagreement”).  If TCDI delivers to the Purchaser a Notice of Acceptance, or TCDI does not deliver a Notice of Disagreement by the Objection Deadline Date, then, effective as of either the date of delivery of such Notice of Acceptance or as of the end of the Objection Deadline Date, the Initial Working Capital Statement shall be deemed to be the

Final Working Capital Statement.  If TCDI timely delivers a Notice of Disagreement, only those matters specified in such Notice of Disagreement shall be deemed to be in dispute, and all other matters shall be final and binding upon the Purchaser and TCDI.

(d)The objections set forth on the Notice of Disagreement shall be resolved as follows:

(i)TCDI and the Purchaser shall first use reasonable efforts to resolve such objections.

(ii)Any resolution by TCDI and the Purchaser as to such objections shall be final and binding on the parties.

(iii)If TCDI and the Purchaser do not reach a resolution of all objections set forth on TCDI’s Notice of Disagreement within 30 days after delivery of such Notice of Disagreement, TCDI and the Purchaser shall, within 30 days following the expiration of such 30-day period, engage the Neutral Accountant, pursuant to an engagement agreement executed by TCDI, the Purchaser and the Neutral Accountant, to resolve any Unresolved Objections.

(iv)The Neutral Accountant shall be instructed only to resolve the Unresolved Objections, and shall be instructed not to otherwise investigate such matters independently.  The Purchaser and TCDI shall cause the Neutral Accountant to make a final determination (which determination shall be binding on the parties hereto) of the Closing Working Capital within 30 days from the date the Unresolved Objections was submitted to the Neutral Accountant, and such final determination shall be deemed the Final Working Capital Statement.  During the 30-day review by the Neutral Accountant, the Purchaser and TCDI shall each make available to the Neutral Accountant such individuals and such information, books and records as may be reasonably required by the Neutral Accountant to make its final determination.

(v)The resolution by the Neutral Accountant of the Unresolved Objections shall be conclusive and binding upon TCDI and the Purchaser.  TCDI and the Purchaser agree that the procedure set forth in this Section 2.08(d) for resolving disputes with respect to the Initial Working Capital Statement shall be the sole and exclusive method for resolving any such disputes.

(vi)TCDI and the Purchaser shall share the fees and expenses of the Neutral Accountant equally.

(e)The Initial Working Capital Statement shall be deemed to be the Final Working Capital Statement for the purposes of this Section 2.08 upon the earliest of (x) the delivery by TCDI of the Notice of Acceptance or the failure of TCDI to deliver the Notice of Disagreement by the Objection Deadline Date pursuant to Section 2.08(c), (y) the resolution of all disputes by TCDI and the Purchaser pursuant to Section 2.08(d)(ii) and (z) the resolution of all disputes pursuant to Section 2.08(d)(iv) by the Neutral Accountant.  Within five (5) Business Days after the Final Working Capital Statement becomes or is deemed final and binding on the parties, an adjustment to the Purchase Price shall be made as follows:

(i)If the Closing Working Capital as shown on the Final Working Capital Statement is less than the Reference Working Capital Amount (such difference, the “Deficiency”) by more than $15,000,000, the Purchase Price shall be reduced by the amount equal to the difference between the Deficiency and $15,000,000 and TCDI shall pay to the Purchaser such amount, by wire transfer of immediately available funds, within three (3) Business Days after the date on which the Final Working Capital Statement is finally determined pursuant to this Section 2.08; provided, however, that such amount payable by TCDI under this Section 2.08(e)(i) shall not exceed $75,000,000.

(ii)If the Closing Working Capital as shown on the Final Working Capital Statement exceeds the Reference Working Capital Amount (such difference, the “Excess”) by more than $15,000,000, the Purchase Price shall be increased by the amount equal to the difference between the Excess and $15,000,000 and the Purchaser shall pay to TCDI such amount, by wire transfer of immediately available funds, within three (3) Business Days after the date on which the Final Working Capital Statement is finally determined pursuant to this Section 2.08; provided, however, that such amount payable by the Purchaser under this Section 2.08(e)(ii) shall not exceed $75,000,000.

(f)Any payment required to be made by TCDI or the Purchaser pursuant to this Section 2.08 shall bear interest from the Closing Date through the date of payment at the interest rate per annum equal to the prime rate as published in The Wall Street Journal on the Friday before the payment is to be made.

(g)If the delivery deadline date for the Initial Working Capital Statement or the Objection Deadline Date is a day that is not a Business Day, the applicable delivery deadline date shall be the immediately following Business Day.  The procedures for preparing the Initial Working Capital Statement and the Final Working Capital Statement as set forth in this Section 2.08 may be modified by mutual written agreement between TCDI and the Purchaser.”

Section 2.(a) The definition of Initial Working Capital Statement contained in Section 1.01 of the SAPA is hereby amended and restated in its entirety to read as follows:

““Initial Working Capital Statement” means a statement setting forth the Purchaser’s determination of the Closing Working Capital prepared using the same accounting policies, principles and methodologies as used in the preparation of, the Reference Balance Sheet.”

(b)The definition of Objection Deadline Date contained in Section 1.01 of the SAPA is hereby amended and restated in its entirety to read as follows:

““Objection Deadline Date” means the date 30 days after delivery by the Purchaser to TCDI of the Initial Working Capital Statement.”

(c)The definition of Unresolved Objections contained in Section 1.01 of the SAPA is hereby amended and restated in its entirety to read as follows:

““Unresolved Objections” means the objections set forth on TCDI’s Notice of Disagreement delivered to the Purchaser pursuant to Section 2.08 that remain unresolved pursuant to Section 2.08(d)(iii).”

Section 3.Guarantees.  Clause (i) of the first sentence of Section 5.11 is hereby amended by deleting it and replacing it with the following new clause (i) to read as follows:

“(i) promptly following the Closing (but in any event prior to September 14, 2007), secure the unconditional and full release of The Thomson Corporation from the Guaranty Agreement referenced in item 8 of Section 5.11 of the Disclosure Schedule (the “Synthetic Lease Guaranty”) by providing the guaranteed parties thereto a letter of credit or other comparable credit support necessary to secure the unconditional and full release of The Thomson Corporation from the Synthetic Lease Guaranty and”

Section 4.Entire Agreement.  The SAPA (as amended by this Amendment), the Ancillary Agreements and the Confidentiality Agreement constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the Sellers and the Purchaser with respect to the subject matter hereof and thereof.

Section 5.Severability.  If any term or other provision of this Amendment is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Amendment shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated by the SAPA (as amended by this Amendment) is not affected in any manner materially adverse to either party hereto.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify the SAPA (as amended by this Amendment) so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by the SAPA (as amended by this Amendment) are consummated as originally contemplated to the greatest extent possible.

Section 6.Counterparts.  This Amendment may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

Section 7.Governing Law.  This Amendment shall be governed by, and construed in accordance with, the Laws of the State of New York.  All Actions arising out of or relating to this Amendment shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York.  Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising out of or relating to this Amendment brought by either party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to

the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Amendment or the transactions contemplated by the SAPA (as amended by this Amendment) may not be enforced in or by any of the above-named courts.

Section 8.Full Force and Effect.  Except as amended hereby, the SAPA shall remain in full force and effect.

[Remainder of the page intentionally left blank]

IN WITNESS WHEREOF, the Sellers and the Purchaser have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

THE THOMSON CORPORATION DELAWARE INC.
By:		/s/ Stephane Bello
	Name:	Stephane Bello
	Title:	Senior Vice President
THOMSON LEGAL & REGULATORY INC.
By:		/s/ Edward A. Friedland
	Name:	Edward A. Friedland
	Title:	Vice President and Secretary
THOMSON FINANCE S.A.
By:		/s/ Joseph Vermeer
	Name:	Joseph Vermeer
	Title:	Director
By:		/s/ Virender N. Puri
	Name:	Virender N. Puri
	Title:	Director
By:		/s/ Gregor David Dalrymple
	Name:	Gregor David Dalrymple
	Title:	Director
THOMSON LEARNING HOLDINGS
COÖPERATIEF U.A.
By:		/s/ Virender N. Puri
	Name:	Virender N. Puri
	Title:	Director
By:		/s/ Gregor David Dalrymple
	Name:	Gregor David Dalrymple
	Title:	Director

THOMSON GLOBAL RESOURCES
By:		/s/ John H. Lindstrom
	Name:	John H. Lindstrom
	Title:	Managing Director
By:		/s/ Peter V Gormley
	Name:	Peter V. Gormley
	Title:	General Counsel
APAX/TL HOLDINGS LL
By:		/s/ Christian Stahl
	Name:	Christian Stahl
	Title:	Authorized Signatory

EX-99.12

Exhibit 99.12

EXECUTION COPY

PURCHASE AGREEMENT

Between

THOMSON CANADA LIMITED

and

APAX/TN HOLDINGS LLC

Dated as of May 11, 2007

TABLE OF CONTENTS

Section 1.01	Certain Defined Terms	1
Section 1.02	Definitions	9
Section 1.03	Interpretation and Rules of Construction	10
Section 2.01	Purchase and Sale of the Purchased Shares	11
Section 2.02	Purchase and Sale of the Purchased Assets	11
Section 2.03	Excluded Assets	13
Section 2.04	Purchase Price; Allocation of Purchase Price for Tax Purposes	14
Section 2.05	Closing	14
Section 2.06	Closing Deliveries by the Seller	15
Section 2.07	Closing Deliveries by the Purchaser	15
Section 2.08	Adjustment of the Purchase Price	16
Section 2.09	Bulk Sales and Retail Sales Compliance	18
Section 3.01	Assumption of Liabilities by the Purchaser	18
Section 4.01	Organization, Authority and Qualification of the Seller	19
Section 4.02	Organization, Authority and Qualification of Groupe Modulo	19
Section 4.03	Capitalization; Ownership of Purchased Shares	20
Section 4.04	No Rights to Acquire Purchased Assets	20
Section 4.05	Title to and Right to Sell Purchased Assets	20
Section 4.06	Sufficiency of Purchased Assets	20
Section 4.07	No Conflict	20
Section 4.08	Governmental Consents and Approvals	21
Section 4.09	Financial Information	21
Section 4.10	Absence of Undisclosed Material Liabilities	21
Section 4.11	Conduct in the Ordinary Course	22
Section 4.12	Litigation	22
Section 4.13	Compliance with Laws	22
Section 4.14	Intellectual Property	22
Section 4.15	Real Property	22
Section 4.16	Employee Plans	23
Section 4.17	Employees	23
Section 4.18	Taxes	23
Section 4.19	Material Contracts	24
Section 4.20	Environmental Matters	25
Section 4.21	Certain Business Relationships with Affiliates	25
Section 4.22	Seller Resident of Canada	26
Section 4.23	Goods and Services Tax	26

Section 4.24	Brokers	26
Section 4.25	Disclaimer of the Seller	26
Section 5.01	Organization and Authority of the Purchaser	27
Section 5.02	No Conflict	27
Section 5.03	Governmental Consents and Approvals	28
Section 5.04	Foreign Investment Review	28
Section 5.05	Goods and Services Tax	28
Section 5.06	Investment Purpose	28
Section 5.07	Financing	28
Section 5.08	Litigation	29
Section 5.09	Brokers	29
Section 5.10	Independent Investigation; Seller’s Representations	29
Section 6.01	Conduct of the Business Prior to the Closing	30
Section 6.02	Access to Information	32
Section 6.03	Confidentiality	33
Section 6.04	Regulatory and Other Authorizations; Notices and Consents	33
Section 6.05	Investment Canada Act	35
Section 6.06	Licensed Names and Marks	36
Section 6.07	Non-Competition	37
Section 6.08	Financing Commitments; Amendment or Waiver	38
Section 6.09	Updates	41
Section 6.10	Obtaining of Consents	41
Section 6.11	Release from Guarantees	41
Section 6.12	Insurance	42
Section 6.13	Privileged Matters	43
Section 6.14	Tax Planning	43
Section 6.15	Receipt of Payments Following Closing	43
Section 6.16	Further Action	43
Section 6.17	Intercompany Obligations	44
Section 7.01	Employment Offers	44
Section 7.02	Pension Plan	45
Section 7.03	Benefit Plans	46
Section 7.04	Vacation	47
Section 7.05	Retention Agreements; Severance	47
Section 8.01	Tax Indemnities	48
Section 8.02	Tax Refunds and Tax Benefits	48

ii

Section 8.03	Contests	49
Section 8.04	Preparation of Tax Returns	49
Section 8.05	Tax Cooperation and Exchange of Information	50
Section 8.06	Conveyance Taxes	51
Section 8.07	Tax Covenants	51
Section 8.08	GST Legislation	51
Section 8.09	Subsection 20(24) Election	51
Section 8.10	Subsection 22 Election	51
Section 8.11	Miscellaneous	52
Section 9.01	Conditions to Obligations of the Seller	52
Section 9.02	Conditions to Obligations of the Purchaser	53
Section 10.01	Survival of Representations, Warranties and Covenants	54
Section 10.02	Indemnification by the Seller	54
Section 10.03	Indemnification by the Purchaser	54
Section 10.04	Limits on Indemnification	54
Section 10.05	Notice of Loss; Third Party Claims	55
Section 10.06	Remedies	56
Section 10.07	Tax Matters	57
Section 11.01	Termination	57
Section 11.02	Effect of Termination	57
Section 12.01	Expenses	58
Section 12.02	Notices	58
Section 12.03	Public Announcements	60
Section 12.04	Severability	60
Section 12.05	Entire Agreement	60
Section 12.06	Assignment	60
Section 12.07	Amendment	60
Section 12.08	Waiver	60
Section 12.09	No Third Party Beneficiaries	61
Section 12.10	Specific Performance Remedies	61
Section 12.11	Governing Law	61
Section 12.12	Waiver of Jury Trial	61
Section 12.13	Counterparts	62

iii

PURCHASE AGREEMENT, dated as of May 11, 2007, between Thomson Canada Limited, a corporation incorporated under the laws of Ontario (the “Seller”), and Apax/TN Holdings LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Seller carries on, directly and indirectly, through its Thomson Nelson division and its wholly-owned subsidiary, Groupe Modulo Inc., a corporation incorporated under the laws of Canada (“Groupe Modulo”), the publishing of academic and learning materials and online resources for the K-12 and higher education markets in Canada (the “Business”); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser wishes to purchase from the Seller, the Purchased Assets and the Purchased Shares (each as defined hereafter), and in connection therewith the Purchaser is willing to assume from the Seller all of the Assumed Liabilities (as defined hereafter), upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the Seller and the Purchaser hereby agree as follows:

ARTICLE I
DEFINITIONS

SECTION 1.01       Certain Defined Terms.  For purposes of this Agreement:

“Action” means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority.

“Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

“Aggregate DC Account Balance” means, in relation to the Seller’s Pension Plan, the aggregate of all DC Account Balances held in respect of the Members in relation to the Seller’s Pension Plan.

“Agreement” or “this Agreement” means this Purchase Agreement between the parties hereto (including the Exhibits hereto and the Disclosure Schedule) and all amendments hereto made in accordance with the provisions of Section 12.07.

“Ancillary Agreements” means the Assignment and Assumption Agreement and the Conveyance.

“Assignment and Assumption Agreement” means the Assignment and Assumption Agreement to be executed by the Purchaser and the Seller at the Closing, substantially in the form of Exhibit 1.01(a).

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in The City of New York or the Province of Ontario.

“Business Intellectual Property” means the Owned Intellectual Property that is used or held for use primarily in the conduct of the Business.

“Business IP Agreements” means the Owned IP Agreements that are material to operation of the Business as currently conducted.

 “Closing Working Capital” means an amount equal to the difference between the total combined Current Assets of the Business minus the total combined Current Liabilities of the Business determined as of the open of business on the Closing Date.

“Competition Act” means the Competition Act (Canada), as amended from time to time, and includes the regulations thereunder.

“control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.

“Conveyance” means the Conveyance to be executed by the Seller and the Purchaser at the Closing, substantially in the form of Exhibit 1.01(b).

“Conveyance Taxes” means all sales, use, value added, goods and services, transfer, stamp, stock transfer, recording, registration, documentary, filing, land transfer and similar Taxes.

“Current Assets” means all accounts receivable, inventory, prepaid and other current assets (other than cash and cash equivalents), each determined on a basis consistent with the preparation of the Reference Balance Sheet, but excluding any accounts receivable between the Learning Entities and the Seller (in relation to the Business) or Groupe Modulo, income Tax receivables and deferred Tax assets from current assets.

“Current Liabilities” means all accounts payable, accrued expenses, deferred revenue (long and short term) and other current liabilities, each determined on a basis consistent with the preparation of the Reference Balance Sheet, but excluding any accounts receivable between the Learning Entities and the Seller (in relation to the Business) or Groupe Modulo, deferred Tax liabilities and accrued income Taxes.

“DC Account Balance” means, in relation to a Member, any defined contribution account balance held under the Seller’s Pension Plan in respect of that Member.

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“Disclosure Schedule” means the Disclosure Schedule attached hereto, dated as of the date of this Agreement, delivered by the Seller to the Purchaser in connection with this Agreement.  Notwithstanding anything to the contrary contained in the Disclosure Schedule or in this Agreement or the Ancillary Agreements, except as expressly provided otherwise in this Agreement, the information and disclosures contained in any Section of the Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other section of the Disclosure Schedule as though fully set forth in such other section for which such information is applicable. No reference to or disclosure of any item or other matter in any Section of this Agreement, including any Section of the Disclosure Schedule, shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in this Agreement. Without limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any contract, Law or Governmental Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.

“Employee” means each current or former employee, contractor or consultant of the Seller or Groupe Modulo who is primarily engaged in the Business and includes any employee, contractor or consultant on any authorized leave.

“Employment Offer” means an offer of employment made to Employees by the Purchaser as provided for pursuant to Section 7.01 of this Agreement.

“Encumbrance” means any security interest, pledge, hypothec, hypothecation, mortgage, lien or encumbrance, other than any license of Intellectual Property.

“Environmental Law” means any Law that relates to pollution or the protection of the environment.

“Environmental Permit” means any permit, approval, registration or license that the Seller (in relation to the Business) or Group Modulo is required to possess under Environmental Law.

“Excluded Taxes” means (i) Taxes imposed on or payable by Groupe Modulo for any Pre-Closing Period and (ii) all Taxes relating to the Purchased Assets or the Business for any Pre-Closing Period; provided, however, that Excluded Taxes shall not include Taxes (A) resulting from any act, transaction or omission of the Purchaser or Groupe Modulo occurring after the Closing that is not in the ordinary course of the Business and (B) attributable to the Purchaser’s failure to satisfy any of its obligations pursuant to this Agreement.

“Final Working Capital Statement” means the statement of Closing Working Capital determined pursuant to the procedures set forth in Section 2.08(e).

“GAAP” means Canadian generally accepted accounting principles and practices stated in the Handbook of the Canadian Institute of Chartered Accountants in effect from time to time applied consistently throughout the periods involved.

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“Governmental Authority” means any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body of competent jurisdiction.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“GST Legislation” means Part IX of the Excise Tax Act (Canada).

“Higher Education Market” means (a) universities, colleges, junior colleges, post high school vocational/technical schools and for-profit, post secondary schools that provide professional, career-specific educational programs (collectively, the educational institutions), whether the programs and services of such institutions are provided in physical facilities, or online or through other electronic media, and (b) students served by the educational institutions, and (c) professors and instructors of the educational institutions.

“Indebtedness” means, with respect to any Person, without duplication:  (i) the principal of and any premium in respect of indebtedness for borrowed money, including any accrued interest and any cost or penalty associated with prepaying any such indebtedness, and including any such obligations evidenced by bonds, debentures, notes or similar obligations or any guarantee of the foregoing; (ii) obligations under or with respect to acceptances, letters of credit, guarantees, surety bonds or similar arrangements, (iii) all capitalized lease obligations that are classified as a balance sheet liability in accordance with GAAP, (iv) obligations with respect to hedging, swaps or similar arrangements, (v) overdrafts, and (vi) any accrued and unpaid purchase price obligations related to acquisitions.

“Indemnified Party” means a Purchaser Indemnified Party or a Seller Indemnified Party, as the case may be.

“Indemnifying Party” means the Seller pursuant to Section 10.02 and the Purchaser pursuant to Section 10.03, as the case may be.

“Initial Working Capital Statement” means a statement setting forth the Seller’s determination of the Closing Working Capital prepared using the same accounting policies, principles and methodologies as used in the preparation of the Reference Balance Sheet.

“Intellectual Property” means (a) patents and patent applications, (b) trademarks, service marks, trade names, trade dress and domain names, together with the goodwill associated exclusively therewith, (c) copyrights, including copyrights in computer software, (d) confidential and proprietary information, including trade secrets and know-how, and (e) registrations and applications for registration of the foregoing.

“Investment Canada Act” means the Investment Canada Act (Canada), as amended from time to time, and includes the regulations and policies thereunder.

4

“Law” means any federal, national, supranational, state, provincial, local or administrative statute, law, ordinance, regulation, rule, code, order, requirement or rule of law.

“Learning Entities” has the meaning ascribed to that term in the TL Purchase Agreement.

“Liabilities” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including those arising under any Law, Action or Governmental Order and those arising under any contract, lease, agreement, arrangement, commitment or undertaking.

“Libraries” means municipal entities with general public access and parts of universities, colleges and schools that aggregate and organize collections of publications and other forms of information in physical and electronic media and make their collections available to patrons and customers.

“Material Adverse Effect” means any event, circumstance, change in or effect on the Business that, individually or in the aggregate, is or would reasonably be expected to be materially adverse to the results of operations or the financial condition of the Business, taken as a whole, or that prevents or materially delays or impairs the ability of the Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement; provided, however, that none of the following, either alone or in combination, shall be considered in determining whether there has been a “Material Adverse Effect” or a breach of a representation, warranty, covenant or agreement that is qualified by the term “Material Adverse Effect”: (a) events, circumstances, changes or effects that generally affect the industries in which the Seller conducts the Business (including legal and regulatory changes), (b) general economic or political conditions or events, circumstances, changes or effects affecting the securities markets generally, (c) changes arising from the consummation of the transactions (other than the Closing itself) contemplated by, or the announcement of the execution of, or any action taken pursuant to or in furtherance of, this Agreement, including (i) any actions of competitors, (ii) any actions taken by or losses of employees, customers or distributors, (iii) any delays or cancellations of orders for products or services, or (iv) any actions taken in connection with obtaining regulatory consents or approvals, (d) any reduction in the price of services or products offered by the Business in response to the reduction in price of comparable services and products offered by competitors, (e) any event, circumstance, change or effect that results from any action taken pursuant to or in accordance with this Agreement or at the request of the Purchaser (other than the Closing itself) and (f) any event, circumstance, change or effect caused by acts of terrorism or war (whether or not declared) occurring after the date of this Agreement, except, in the case of the foregoing clauses (a), (b) (d) or (f) only, to the extent such changes do not disproportionately impact the Business relative to other companies in the industries in which the Business operates.

“Member” means, in relation to the Seller’s Pension Plan, any Transferred Employee, who was a member of the Seller’s Pension Plan as at the Closing Date.

5

“Neutral Accountant” means an internationally recognized accounting firm mutually agreed by the parties.

“Non-Competition Party” means the Seller and each Person in which the Seller or TTC (or a subsidiary thereof that is a subsidiary as of the Closing Date and continues to be a subsidiary during the Restricted Period, other than Groupe Modulo), holds as of the Closing Date, and continues to hold during the Restricted Period, stock or other ownership interests representing more than 50% of the voting power of all the outstanding stock or ownership interests of such Person.

“Objection Deadline Date” means the date that is 30 days after delivery by the Seller to the Purchaser of the Initial Working Capital Statement.

“Off-the-Shelf Software” means any and all generally commercially available computer software and computer software licensed pursuant to shrink-wrap or click-wrap agreements.

“Owned Intellectual Property” means all Intellectual Property owned by the Seller or Groupe Modulo.

“Owned IP Agreements” means all agreements whose primary purpose is the (i) license of Intellectual Property by any third party to the Seller (in relation to the Business) or Groupe Modulo other than licenses of Off-the-Shelf Software and (ii) license of Owned Intellectual Property by the Seller (in relation to the Business) or Groupe Modulo to any third party.

“Permitted Encumbrances” means (a)  statutory liens for current Taxes not yet due or delinquent (or which may be paid without interest or penalties) or the validity or amount of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (b) mechanics’, carriers’, workers’, repairers’ and other similar liens arising or incurred in the ordinary course of the Business relating to obligations as to which there is no default on the part of the Seller or Groupe Modulo, as the case may be, or the validity or amount of which is being contested in good faith by appropriate proceedings, or pledges, deposits or other liens securing the performance of bids, trade contracts, leases or statutory obligations (including workers’ compensation, unemployment insurance or other social security legislation), (c) zoning and building by laws and ordinances, municipal by-laws and requirements, development agreements, site plan agreements, restrictive covenants, entitlement, conservation restriction and other land use and environmental regulations by Governmental Authorities which do not materially interfere with the present use of the assets of the Business, (d) all covenants, conditions, restrictions, easements, charges, rights-of-way, other Encumbrances and other similar matters of record set forth in any provincial, local or municipal registry under which the Business is conducted, (e) any subsisting reservations, limitations, provisos, conditions or exceptions, including royalties, contained in the original grant from the Crown, (f) subsection 44(1) of the Land Titles Act (Ontario), except for paragraphs 11 and 14 thereof, (g) matters which would be disclosed by an accurate survey or inspection of any real property used by the Business which do not materially impair the occupancy or current use of any real property used by the Business which they encumber.

6

“Person” means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted.

“Personal Information” means information about an identifiable individual.

“Post-Closing Period” means any taxable period (or portion thereof) beginning after the Closing Date.

“Pre-Closing Period” means any taxable period (or portion thereof) ending on or prior to the Closing Date.

“Print Publications” shall mean the print textbooks.

“Privacy Legislation” means Laws relating to the collection, use, storage and/or disclosure of Personal Information or other information about entities other than identifiable individuals in each jurisdiction in which the Seller conducts the Business, including the Personal Information Protection and Electronic Documents Act (Canada) and equivalent provincial Laws.

“Publications” means Print Publications and Supplemental Materials.

“Purchase Price Bank Account” means a bank account or accounts in Canada to be designated by the Seller in a written notice to the Purchaser at least five (5) Business Days before the Closing.

“Reference Balance Sheet” means the audited balance sheet of the Business as of the Reference Balance Sheet Date.

“Reference Balance Sheet Date” means December 31, 2006.

“Reference Working Capital Amount” means, (i) if the Closing Date is prior to July 1, 2007, Cdn$17,618,000, (ii) if the Closing Date is after July 1, 2007, but prior to August 31, 2007, the amount set forth for the date that is the Closing Date in Section 1.01 of the Disclosure Schedule and (iii) if the Closing Date is on or after August 31, 2007, Cdn$49,689,000.

“Registered” means issued by, registered with, renewed by or the subject of a pending application before any Governmental Authority or Internet domain name registrar.

“Restricted Business” means (a) the development, licensing, production, sales and marketing of (i) textbooks, custom learning solutions and instructional materials, whether in print, online or other electronic forms, primarily targeted for sale to students, professors and instructors in the Higher Education Market or the Schools Market in Canada, and (ii) reference materials and content primarily targeted for sale to Libraries, excluding, for this clause (a), in all cases, each of (A) the legal, tax and accounting markets, (B) workflow and content solutions and

7

analytical tools for the creation, financing, publication and evaluation of research, (C) the law library market, and (D) continuing professional education in the tax and accounting fields and (b) the development, production, marketing, sales and offering of English language teaching and training solutions and accredited vocational educational programs, whether in print, online or other electronic forms.

“Schools Market” shall mean preschool, elementary and secondary schools.

“Seller’s Knowledge”, “Knowledge of the Seller” or similar terms used in this Agreement mean the actual (but not constructive or imputed) knowledge of the Persons listed in Exhibit 1.01(c) as of the date of this Agreement without any implication of verification or investigation concerning such knowledge.

“Seller’s Pension Plan” means the Thomson Canada Limited Employees’ Retirement Plan, FSCO Registration No. 0281733, as amended.

“Statutory Plans” means a statutory benefit that the Seller is required to participate in or comply with including the Canada and Quebec Pension Plans and plans administered pursuant to applicable health tax, workplace safety and employment insurance legislation;

“Supplemental Materials” means all standard supplemental print materials accompanying Print Publications.

“Tax” or “Taxes” means any and all federal, state, provincial, local or foreign taxes and duties of any kind whatsoever or any custom, duty or governmental fee, or other like assessment or charge of any kind whatsoever (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Authority.

“Tax Act” means the Income Tax Act (Canada), as amended from time to time, and includes the regulations thereunder.

“Tax Returns” means any and all returns, reports and forms (including elections, declarations, amendments, schedules, information returns or attachments thereto) required to be filed with a Governmental Authority with respect to Taxes.

“TL Purchase Agreement” means the Stock and Asset Purchase Agreement dated as of May 11, 2007, among The Thomson Corporation Delaware Inc., Thomson Legal & Regulatory Inc., Thomson Finance S.A., Thomson Learning Holdings Coöperatief U.A., Thomson Global Resources and Apax/TL Holdings LLC.

“Transfer Date” means the date the assets in respect of the Aggregate DC Account Balance are actually transferred to the funding medium of the Purchaser’s Pension Plan;

“Transferred Employee” means each Employee who accepts an Employment Offer.

8

“TTC” means The Thomson Corporation, a corporation incorporated under the laws of Ontario.

“Unresolved Objections” means the objections set forth on the Purchaser’s Notice of Disagreement delivered to the Seller pursuant to Section 2.08 that remain unresolved pursuant to Section 2.08(d)(iii).

SECTION 1.02       Definitions.  The following terms have the meanings set forth in the Sections set forth below:

Definition	Location
“Acquired Company”	Section 6.07(a)(iv)
“Additional Guarantees”	Section 6.11
“Assumed Liabilities”	Section 3.01(a)
“Business”	Preamble
“Cash Equity	Section 5.07(b)
“Closing”	Section 2.05
“Closing Date”	Section 2.05
“Commitment Letters”	Section 5.07(b)
“Confidentiality Agreement”	Section 6.03(a)
“Contest”	Section 8.03(b)
“Contracts”	Section 2.02(h)
“Debt Commitment Letter”	Section 5.07(a)
“Debt Financing”	Section 5.07(a)
“Deficiency”	Section 2.08(e)(i)
“Digital Media”	Section 6.06(c)
“Equity Commitment Letters”	Section 5.07(b)
“Equity Investors”	Section 5.07(b)
“Excess”	Section 2.08(e)(ii)
“Excluded Assets”	Section 2.03
“Excluded Liabilities”	Section 3.01(b)
“Executive Retention Agreements”	Section 3.01(b)(vi)
“Existing Publications”	Section 6.06(c)
“Financial Statements”	Section 4.09(a)
“Financing”	Section 5.07(b)
“First Quarter Financial Statements”	Section 6.08(b)
“Groupe Modulo”	Preamble
“Guarantees”	Section 6.11
“Leased Real Property”	Section 4.15(b)
“Leases”	Section 2.02(a)
“Lender MAC”	Section 6.08(a)
“Lenders”	Section 5.07(a)
“Licensed Stock”	Section 6.06(b)
“Limited Guarantees”	Section 5.07(d)
“Loss”	Section 2.09
“Material Contracts”	Section 4.19(a)

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Definition	Location
“Minister”	Section 6.05(a)
“Notice of Acceptance”	Section 2.08(c)
“Notice of Disagreement”	Section 2.08(c)
“Owned Real Property”	Section 4.15(a)
“Permits”	Section 2.02(i)
“Plans”	Section 4.16(a)
“Purchase Price”	Section 2.04(a)
“Purchased Assets”	Section 2.02
“Purchased Shares”	Section 2.01
“Purchaser”	Preamble
“Purchaser Group”	Section 6.11
“Purchaser Indemnified Party”	Section 10.02
“Purchaser’s Pension Plan”	Section 7.02(a)
“Restricted Period”	Section 6.07(a)
“Restricted Territory”	Section 6.07(a)
“Seller”	Preamble
“Seller Employee”	Section 7.01(a)
“Seller Group”	Section 6.11
“Seller Indemnified Party”	Section 10.03
“Service”	Section 7.01(b)(v)
“Termination Date”	Section 11.01(a)
“Termination Fee”	Section 11.02
“Third Party Claim”	Section 10.05(b)
“Thomson Marks”	Section 6.06(a)

SECTION 1.03Interpretation and Rules of Construction.  In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

(i)when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement;

(ii)the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

(iii)whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;

(iv)the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

(v)all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;

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(vi)the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;

(vii)references to a Person are also to its successors and permitted assigns;

(viii)the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and

(ix)references to sums of money are expressed in lawful money of the United States of America and “$” refers to United States dollars.

ARTICLE II
PURCHASE AND SALE

SECTION 2.01Purchase and Sale of the Purchased Shares.  Upon the terms and subject to the conditions of this Agreement and the Ancillary Agreements, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, 2,950,200 Class “A” common shares and 1,050,000 Class “B” common shares in the capital of Groupe Modulo (collectively, the “Purchased Shares”), which Purchased Shares constitute all of the issued and outstanding shares in the capital stock of Groupe Modulo.

SECTION 2.02Purchase and Sale of the Purchased Assets.  Upon the terms and subject to the conditions of this Agreement and the Ancillary Agreements, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Seller’s right, title and interest in or to the property, assets and rights, in any case, used or held for use primarily in the conduct of the Business, other than the Excluded Assets (collectively, the “Purchased Assets”).  The Purchased Assets shall include all of the Seller’s right, title and interest in and to the following:

(a)the Owned Real Property and the lease agreements pertaining to each parcel of Leased Real Property (the “Leases”) (to the extent that the Leases are assignable or transferable and subject to the obtaining of any necessary consents to such assignment or transfer);

(b)all furniture, equipment, machinery and other tangible personal property used or held for use primarily in the conduct of the Business at the locations at which the Business is conducted and all automobiles, other vehicles and rolling stock used or held for use primarily in the conduct of the Business;

(c)all inventory and finished goods of the Business, including, without limitation, all inventories of completed and partially completed (work-in-progress) books, games, educational and training materials, raw materials, other literary works of the Seller used or intended to be used primarily in the Business, and other materials and supplies;

(d)any and all accounts receivable, notes receivable and other amounts receivable (net of any allowances or discounts) from third parties which are not Affiliates of

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the Seller arising solely from the conduct of the Business, and the full benefit of all security therefor;

(e)the full benefit of all prepaid expenses, other than any prepaid expenses related to Excluded Assets;

(f)all (A) books of account, general, financial and personnel records, invoices, shipping records, sales and promotional literature, databases, reviews, editorials, materials, author correspondence, author project files, supplier and customer lists, correspondence and other documents, records, data, files and service manuals either (i) pertaining to the Business and located at the principal places where the Business is conducted or (ii) pertaining solely to the Business and located elsewhere (except that the Seller shall have the right to retain copies of the documents, materials and data relating to the conduct of the Business prior to the Closing Date) and (B) all minute books of Groupe Modulo, including certificates of incorporation, registers and share certificate books;

(g)to the extent assignable, all claims, causes of action, rights of recovery, rights of set-off and other similar rights of any kind (including without limitation, rights under and pursuant to all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof), pertaining to or arising out of the Business;

(h)all contracts, agreements, leases, licenses, purchase or customer orders, commitments and other legally binding instruments pertaining to the Business (collectively, the “Contracts”) (to the extent that the Contracts are assignable or transferable and subject to the obtaining of any necessary consents to such assignment or transfer) provided that to the extent the Contracts are not assignable or transferable they will be held in trust pursuant to Section 6.10;

(i)all permits, licences, approvals, consents, authorizations, registrations, certificates or franchises used or held for use primarily in the conduct of the Business (collectively, the “Permits”) (to the extent that the Permits are assignable or transferable and subject to the obtaining of any necessary consents to such assignment or transfer);

(j)to the extent assignable, all computer software and programs used or held for use primarily in the conduct of the Business;

(k)all Business Intellectual Property owned by the Seller; and

(l)the goodwill of the Business together with the exclusive right to represent the Purchaser as carrying on the Business as successor to the Seller and the exclusive right to use the name “NELSON”, or any variations thereof or as part of any acronyms, in connection with the Business in Canada and the United States (which, for greater certainty, shall not include any right, title or interest in and to the name “NELSON”, or any variations thereof or as part of any acronyms, in Australia or New Zealand or any trademarks, service marks, domain names, trade names, trade class, company names or other

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identifiers of source or goodwill containing, incorporating or associated with the foregoing in Australia or New Zealand).

SECTION 2.03Excluded Assets.  Notwithstanding anything in Section 2.02 to the contrary, the Seller shall not sell, convey, assign, transfer or deliver, nor cause to be sold, conveyed, assigned, transferred or delivered, to the Purchaser, and the Purchaser shall not purchase, and the Purchased Assets shall not include, the Seller’s right, title or interest in or to any of the following assets:

(a)all cash (including, without limitation, all cheques and drafts), cash equivalents and marketable securities of the Seller or any of its Affiliates on hand or deposited in bank accounts, deposit accounts or any other accounts with banks or other depositories on or prior to the Closing Date, and all bank, depository and other accounts related thereto;

(b)all refunds and claims for refunds of income Taxes paid by the Seller or any of its Affiliates;

(c)all rights and interests of the Seller or any of its Affiliates in, to or under any insurance policy, including any prepaid expense in respect thereof and any cash surrender value thereof;

(d)all debts and other obligations due on or prior to the Closing Date to the Seller from any of its Affiliates (other than any debts and other obligations arising out of or relating to the Business or the Purchased Assets);

(e)income Tax records and Tax Returns;

(f)all right, title and interest in and to the Thomson Marks, and all rights to use the Thomson Marks, and all Licensed Stock;

(g)any rights to receive corporate overhead and other services provided to the Business by the corporate office of the Seller or any of its Affiliates or otherwise shared among the operations of the Seller and any of its Affiliates, including without limitation, information technology, treasury, legal, tax, human resources, risk management and finance and group purchasing plans;

(h)except as provided in Section 7.02(g), all property and assets of the Seller’s Pension Plan;

(i)all property and assets of the Seller used or held for the use primarily in the conduct of its Thomson Carswell division or Thomson Financial Canada division;

(j)all property and assets of the Seller located at the corporate offices of the Seller or any of its Affiliates in Toronto, Ontario or Stamford, Connecticut (other than the property and assets referred to in clause (f)(ii) of the definition of “Purchased Assets”);

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(k)all claims, causes of action, rights of recovery, rights of set-off and other similar rights of any kind, to the extent relating to any other Excluded Asset or any Excluded Liability;

(l)all contracts and agreements entered into by the Seller for the disposition of any assets or business of the Business (other than sales of products in the ordinary course of the Business) and all contracts and agreements entered into by the Seller for the acquisition of the assets or business of any other Person (other than purchases of products in the ordinary course of the Business);

(m)all records and reports prepared or received by the Seller or any of its Affiliates in connection with the sale of the Business and the transactions contemplated hereby, including all analyses relating to the Business or the Purchaser so prepared or received;

(n)all confidentiality agreements with prospective purchasers of the Business or any portion thereof (except that the Seller shall assign to the Purchaser at the Closing all of the rights of the Seller and its Affiliates under such agreements to confidential treatment of information with respect to the Business and with respect to solicitation and hiring of Employees), and all bids and expressions of interest received from third parties with respect thereto; and

(o)all privileged materials, documents and records of the Seller or any of its Affiliates;

which assets are referred to in this Agreement as “Excluded Assets”.

SECTION 2.04Purchase Price; Allocation of Purchase Price for Tax Purposes.(a)Subject to adjustment pursuant to Section 2.08, the aggregate purchase price payable to the Seller for the Purchased Assets and the Purchased Shares shall be $550,000,000, plus the Assumed Liabilities (the “Purchase Price”).

(b)The Purchaser and the Seller, in filing their respective Tax Returns, shall use the allocations of the Purchase Price set forth in Section 2.04(b) of the Disclosure Schedule, as adjusted pursuant to Section 2.08.

SECTION 2.05Closing.  Subject to the terms and conditions of this Agreement, the sale and purchase of the Purchased Shares and the Purchased Assets and the assumption of the Assumed Liabilities contemplated by this Agreement shall take place at a closing (the “Closing”) to be held at the offices of Torys LLP, 79 Wellington Street West, Suite 3000, Toronto, Ontario at 10:00 a.m. (Toronto time) on the later of (x) the fifth Business Day following the satisfaction or waiver of the conditions to the obligations of the parties hereto set forth in Article IX (other than conditions that by their terms are to be satisfied at Closing) and (y) July 3, 2007, or at such other place or at such other time or on such other date as the Seller and the Purchaser may mutually agree upon in writing (the day on which the Closing takes place being the “Closing Date”).

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SECTION 2.06Closing Deliveries by the Seller.  At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser:

(a)share certificates evidencing the Purchased Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank;

(b)actual possession of the Purchased Assets;

(c)executed counterparts of each Ancillary Agreement to which the Seller is a party;

(d)a receipt for the Purchase Price;

(e)a true and complete copy, certified by the Secretary or an Assistant Secretary of the Seller, of (i) the resolutions duly and validly adopted by the Board of Directors of the Seller evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby; and (ii) the resolutions of the Board of Directors of Groupe Modulo authorizing the transfer of the Purchased Shares;

(f)resignations and releases of each director, officer and any auditor of Groupe Modulo requested to resign by Closing by the Purchaser; and

(g)a certificate of a duly authorized officer of the Seller certifying as to the matters set forth in Section 9.02(a).

SECTION 2.07Closing Deliveries by the Purchaser.  At the Closing, the Purchaser shall deliver to the Seller:

(a)the Purchase Price by wire transfer in immediately available funds to the Purchase Price Bank Account;

(b)executed counterparts of each Ancillary Agreement to which the Purchaser is a party;

(c)a true and complete copy, certified by the Secretary or an Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby; and

(d)a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Section 9.01(a).

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SECTION 2.08Adjustment of the Purchase Price.

(a)Within 60 days after the Closing Date, the Seller shall prepare and deliver to the Purchaser the Initial Working Capital Statement.  At all reasonable times during the 60-day period, the Purchaser shall afford access to and permit the Seller and its representatives to review the records of the Business reasonably requested by the Seller and afford access to Employees in order for the Seller to prepare the Initial Working Capital Statement.

(b)At all reasonable times during the 30 days immediately following the Purchaser’s receipt of the Initial Working Capital Statement, the Purchaser and its representatives shall be permitted to review the records of the Seller relating to the Business relating to the Initial Working Capital Statement reasonably requested by the Purchaser, and the Seller shall make reasonably available to the Purchaser and its representatives the individuals employed by the Seller and responsible for the preparation of the Initial Working Capital Statement in order to respond to the inquiries of the Purchaser related thereto.

(c)The Purchaser shall deliver to the Seller by the Objection Deadline Date either a notice indicating that the Purchaser accepts the Initial Working Capital Statement (“Notice of Acceptance”) or a detailed statement describing its objections to the Initial Working Capital Statement (“Notice of Disagreement”).  If the Purchaser delivers to the Seller a Notice of Acceptance, or the Purchaser does not deliver a Notice of Disagreement by the Objection Deadline Date, then, effective as of either the date of delivery of such Notice of Acceptance or as of the end of the Objection Deadline Date, the Initial Working Capital Statement shall be deemed to be the Final Working Capital Statement.  If the Purchaser timely delivers a Notice of Disagreement, only those matters specified in such Notice of Disagreement shall be deemed to be in dispute, and all other matters shall be final and binding upon the Purchaser and the Seller.

(d)The objections set forth on the Notice of Disagreement shall be resolved as follows:

(i)The Seller and the Purchaser shall first use reasonable efforts to resolve such objections.

(ii)Any resolution by the Seller and the Purchaser as to such objections shall be final and binding on the parties.

(iii)If the Seller and the Purchaser do not reach a resolution of all objections set forth on the Purchaser’s Notice of Disagreement within 30 days after delivery of such Notice of Disagreement, the Seller and the Purchaser shall, within 30 days following the expiration of such 30-day period, engage the Neutral Accountant, pursuant to an engagement agreement executed by the Seller, the Purchaser and the Neutral Accountant, to resolve any Unresolved Objections.

(iv)The Neutral Accountant shall be instructed only to resolve the Unresolved Objections, and shall be instructed not to otherwise investigate such matters independently.  The Purchaser and the Seller shall cause the Neutral Accountant to make a final

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determination (which determination shall be binding on the parties hereto) of the Closing Working Capital within 30 days from the date the Unresolved Objections was submitted to the Neutral Accountant, and such final determination shall be deemed the Final Working Capital Statement.  During the 30-day review by the Neutral Accountant, the Purchaser and the Seller shall each make available to the Neutral Accountant such individuals and such information, books and records as may be reasonably required by the Neutral Accountant to make its final determination.

(v)The resolution by the Neutral Accountant of the Unresolved Objections shall be conclusive and binding upon the Seller and the Purchaser.  The Seller and the Purchaser agree that the procedure set forth in this Section 2.08(d) for resolving disputes with respect to the Initial Working Capital Statement shall be the sole and exclusive method for resolving any such disputes.

(vi)The Seller and the Purchaser shall share the fees and expenses of the Neutral Accountant equally.

(e)The Initial Working Capital Statement shall be deemed to be the Final Working Capital Statement for the purposes of this Section 2.08 upon the earliest of (x) the delivery by the Purchaser of the Notice of Acceptance or the failure of the Purchaser to deliver the Notice of Disagreement by the Objection Deadline Date pursuant to Section 2.08(c), (y) the resolution of all disputes by the Seller and the Purchaser pursuant to Section 2.08(d)(ii) and (z) the resolution of all disputes pursuant to Section 2.08(d)(iv) by the Neutral Accountant.  Within five (5) Business Days after the Final Working Capital Statement becomes or is deemed final and binding on the parties, an adjustment to Purchase Price shall be made as follows:

(i)If the Closing Working Capital as shown on the Final Working Capital Statement is less than the Reference Working Capital Amount (such difference, the “Deficiency”) by more than Cdn$3,000,000, the Purchase Price shall be reduced by the amount equal to the difference between the Deficiency and Cdn$3,000,000 and the Seller shall pay to the Purchaser such amount, by wire transfer of immediately available funds, within three (3) Business Days after the date on which the Final Working Capital Statement is finally determined pursuant to this Section 2.08; provided, however, that such amount payable by the Seller under this Section 2.08(e)(i) shall not exceed Cdn$15,000,000.

(ii)If the Closing Working Capital as shown on the Final Working Capital Statement exceeds the Reference Working Capital Amount (such difference, the “Excess”) by more than Cdn$3,000,000, the Purchase Price shall be increased by the amount equal to the difference between the Excess and Cdn$3,000,000 and the Purchaser shall pay to the Seller such amount, by wire transfer of immediately available funds, within three (3) Business Days after the date on which the Final Working Capital Statement is finally determined pursuant to this Section 2.08; provided, however, that such amount payable by the Purchaser under this Section 2.08(e)(ii) shall not exceed Cdn$15,000,000.

(f)Any payment required to be made by the Seller or the Purchaser pursuant to this Section 2.08 shall bear interest from the Closing Date through the date of payment at the

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interest rate per annum equal to the prime rate as published in The Wall Street Journal on the Friday before the payment is to be made.

SECTION 2.09Bulk Sales and Retail Sales Compliance. The Purchaser hereby waives compliance by the Seller on Closing with the provisions of the Bulk Sales Act (Ontario) and with Section 6 of the Retail Sales Tax Act (Ontario) and the equivalent provisions of similar Laws in any other province or territory of Canada and in consideration thereof, the Seller shall indemnify and save the Purchaser harmless for and against all losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys’ and consultants’ fees and expenses) actually suffered or incurred by them (each a “Loss”), arising out of or resulting from any failure to comply with such Laws; provided that the Seller shall have no liability pursuant to this Section 2.09 for any Losses arising out of or resulting from any Assumed Liabilities.

ARTICLE III
ASSUMPTION OF LIABILITIES

SECTION 3.01Assumption of Liabilities by the Purchaser.

(a)Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser shall, by executing and delivering at the Closing the Assumption Agreement, assume, and agree to pay, perform and discharge when due, any and all of the Liabilities of the Seller to the extent primarily relating to the Business or the Purchased Assets, whether accrued or arising before, on or after the Closing Date, and not satisfied or extinguished as of the Closing Date, except the Excluded Liabilities (collectively, the “Assumed Liabilities”); provided that in no event shall the Assumed Liabilities include Indebtedness or payables owed to the Seller or its Affiliates.

(b)The Seller shall retain, and shall pay, perform and discharge when due, and the Purchaser shall not assume or have any responsibility for, all of the following Liabilities (the “Excluded Liabilities”):

(i)all Taxes now or hereafter owed by the Seller or any of its Affiliates that are attributable to the operations or activities of the Business and relate to any Pre-Closing Period;

(ii)all Liabilities to the extent arising out of or relating to the Excluded Assets (other than Liabilities reflected or reserved against on the Financial Statements, all of which shall be Assumed Liabilities notwithstanding anything in this Agreement to the contrary);

(iii)all debts and other obligations due from the Seller to any of its Affiliates (other than any debts and other obligations arising out of or relating to the Business or the Purchased Assets);

(iv)all debts and other obligations of the Seller for borrowed money;

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(v)all Liabilities of the Seller to the extent not arising out of or relating to the Business or the Purchased Assets; and

(vi)all Liabilities of the Seller under the retention agreements (excluding all payments from the 2007 Management Incentive Plan which shall be the responsibility of the Purchaser) listed on Section 3.01(b)(vi) of the Disclosure Schedule (the “Executive Retention Agreements”).

(c)From and after the Closing, the Seller shall indemnify and save the Purchaser harmless for and against all Losses arising out of or resulting from the Excluded Liabilities.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby represents and warrants to the Purchaser, subject to such exceptions as are disclosed in writing in the Disclosure Schedule, as follows:

SECTION 4.01Organization, Authority and Qualification of the Seller.  The Seller is a corporation duly incorporated and validly existing under the Laws of the jurisdiction of its incorporation and has all necessary power and authority to enter into this Agreement and each Ancillary Agreement to which the Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.  The Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect.  The execution and delivery of this Agreement and each Ancillary Agreement to which the Seller is a party, the performance by the Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Seller.  This Agreement has been, and upon their execution the Ancillary Agreements shall have been, duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes, and upon their execution the Ancillary Agreements shall constitute, legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

SECTION 4.02Organization, Authority and Qualification of Groupe Modulo.  Groupe Modulo is a corporation duly incorporated and validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has all necessary power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted.  Groupe Modulo is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties

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owned or leased by it or its operation of the Business makes such licensing or qualification necessary or desirable, except to the extent that the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect.

SECTION 4.03Capitalization; Ownership of Purchased Shares. The Purchased Shares constitute all of the issued and outstanding shares of capital stock of Groupe Modulo and all of the Purchased Shares (i) are owned of record or beneficially, directly or indirectly, by the Seller and (ii) have been duly authorized and validly issued and are fully paid and non-assessable and were not issued in violation of any preemptive rights.  There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Purchased Shares or obligating the Seller to issue or sell any shares of capital stock of, or any other interest in, Groupe Modulo.  Other than the Seller and Groupe Modulo, there are no other corporations, partnerships, joint ventures, or other entities carrying on the Business or any portion thereof.  The Shares are held free and clear of all Encumbrances other than restrictions imposed by applicable securities Laws and, upon the transfer of the Shares to the Purchaser on the Closing Date in accordance with this Agreement, the Seller will deliver to the Purchaser good and valid title to the Shares, free and clear of all Encumbrances other than restrictions imposed by applicable securities Laws.

SECTION 4.04No Rights to Acquire Purchased Assets.  There are no agreements, options or other rights pursuant to which the Seller or Groupe Modulo is, or may become, obligated to sell any of the Purchased Assets or assets of Groupe Modulo other than pursuant to purchase orders for inventory accepted by the Seller or Groupe Modulo in the ordinary course of the Business consistent with past practices.

SECTION 4.05Title to and Right to Sell Purchased Assets.  Except as set out in Section 4.05 of the Disclosure Schedule, each of the Seller and Groupe Modulo owns or has the legal right to use all the Purchased Assets and assets of Groupe Modulo, respectively, free and clear of all Encumbrances other than Permitted Encumbrances and except, in the case of Leases, Contracts, Permitted Encumbrances and Permits, for the rights of the other parties thereto and of the issuers of such Permits.  Each of the Seller and Groupe Modulo has the exclusive right to possess, use, occupy and dispose of the Purchased Assets and assets of Groupe Modulo, respectively, subject only to the rights of the other parties to the Leases, Contracts and Permitted Encumbrances and the rights of the issuers of the Permits.

SECTION 4.06Sufficiency of Purchased Assets.  The Purchased Assets, and the assets of Groupe Modulo, together with any services and licenses to be provided under the Ancillary Agreements, are sufficient to enable the Purchaser to carry on the Business as currently conducted and, except for the Excluded Assets, constitute all of the assets used or held for use by the Seller primarily in the conduct of the Business.

SECTION 4.07No Conflict.  Assuming compliance with the pre-merger notification and waiting period requirements of Part IX of the Competition Act and the making and obtaining of all filings, notifications, consents, approvals, authorizations and other actions referred to in Section 4.08, and except as may result from any facts or circumstances relating solely to the Purchaser, the execution, delivery and performance of this Agreement and the

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Ancillary Agreements by the Seller do not and will not (a) violate, conflict with or result in the breach of the certificate of incorporation or bylaws (or similar organizational documents) of the Seller or Groupe Modulo, (b) conflict with or violate any Law or Governmental Order applicable to the Seller or Groupe Modulo or (c) except as set forth in Section 4.07(c) of the Disclosure Schedule, conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any Material Contract, except, in the case of clauses (b) and (c), as would not have a Material Adverse Effect.

SECTION 4.08Governmental Consents and Approvals.  The execution, delivery and performance of this Agreement and each Ancillary Agreement by the Seller do not and will not require any consent, approval, authorization or other order or declaration of, action by, filing with, notification to or permit from, any Governmental Authority, except (a) compliance with Part IX of the Competition Act, and (b) any additional consents, approvals, authorizations, filings and notifications under any other applicable antitrust, competition, or trade regulation Law, except (i) where the failure to obtain any such consent, approval, authorization or action, or to make any such filing or notification, would not have a Material Adverse Effect or (ii) as may be necessary as a result of any facts or circumstances relating solely to the Purchaser or any of its Affiliates.

SECTION 4.09Financial Information.  (a)  True and complete copies of the audited balance sheets of the Business for each of the fiscal years ended December 31, 2004, December 31, 2005 and December 31, 2006, and the related audited statements of income and cash flows of the Business for such years (including the Reference Balance Sheet, the “Financial Statements”) have been made available by the Seller to the Purchaser and are set forth on Section 4.09 of the Disclosure Schedule.

(b)The Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Seller and Groupe Modulo (except as may be indicated in the notes thereto), (ii) present fairly in all material respects the financial condition and results of operations and cash flows of the Business including the Purchased Assets and the Assumed Liabilities, as of the dates thereof or for the periods covered thereby and (iii) were prepared in accordance with GAAP.

SECTION 4.10Absence of Undisclosed Material Liabilities.  There are no Liabilities and no Assumed Liabilities of the Business of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than Liabilities (a) reflected or reserved against on the Reference Balance Sheet or the notes thereto, (b) set forth in the Disclosure Schedule, (c) incurred since the Reference Balance Sheet Date in the ordinary course of the Business consistent with past practices or (d) which would not have a Material Adverse Effect.  Except as set forth in Section 4.10 of the Disclosure Schedule, the Business has no Indebtedness; provided that no disclosures in the Disclosure Schedule except for those expressly set forth in Section 4.10 of the Disclosure Schedule as of the date hereof shall be deemed to qualify the representation in this sentence.

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SECTION 4.11Conduct in the Ordinary Course.  Since the Reference Balance Sheet Date, (i) there has not occurred any Material Adverse Effect and (ii) each of the Seller and Groupe Modulo has conducted the Business in the ordinary course of business consistent with past practices.

SECTION 4.12Litigation.  As of the date of this Agreement there is no Action by or against the Seller or Groupe Modulo relating to the Business, pending or, to the Seller’s Knowledge, threatened before any Governmental Authority that would have a Material Adverse Effect or would affect the legality, validity or enforceability of this Agreement, any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby.

SECTION 4.13Compliance with Laws.  Except as would not have a Material Adverse Effect and except with respect to Laws concerning Intellectual Property and Environmental Law, the Seller and Groupe Modulo have each conducted the Business since January 1, 2006, and currently as of the date of this Agreement, conduct the Business, in accordance with all Laws and Governmental Orders to which they are subject and neither the Seller nor Groupe Modulo is in violation of any such Law or Governmental Order.

SECTION 4.14Intellectual Property.

(a)Except as would not have a Material Adverse Effect, (i) to the Seller’s Knowledge, no Person is engaging in any activity that infringes any Business Intellectual Property, (ii) as of the date of this Agreement, there is no Action pending or, to the Seller’s Knowledge, threatened in writing against the Seller or Groupe Modulo that the use of any Business Intellectual Property infringes the Intellectual Property of any third party, and (iii) the Seller and Groupe Modulo are the owners of the entire right, title and interest in and to all Registered Business Intellectual Property and, to the Knowledge of the Seller, in and to all Business Intellectual Property that is not Registered and (iv) the Business Intellectual Property together with any Intellectual Property that may be licensed to the Purchaser or Groupe Modulo by the Seller or any third Person, constitutes all the Intellectual Property necessary to conduct the Business as currently conducted.

(b)None of the Seller nor Groupe Modulo is in breach of, or default under, any Business IP Agreement to which it is a party, except for such breaches or defaults that would not have a Material Adverse Effect.

(c)The Purchaser acknowledges and agrees that the representations and warranties contained in this Section 4.14 are the only representations and warranties being made with respect to compliance or liability under Laws relating to Intellectual Property or with respect to any Intellectual Property matter related in any way to this Agreement or its subject matter.

SECTION 4.15Real Property.

(a)Section 4.15(a)(i) of the Disclosure Schedule lists each parcel of real property owned by the Seller and used or held for use primarily in the conduct of the Business or owned by Groupe Modulo (the “Owned Real Property”).  Except as set forth in

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Section 4.15(a)(ii) of the Disclosure Schedule, the Seller and Groupe Modulo own all of the Owned Real Property free and clear of all Encumbrances, other than Permitted Encumbrances.

(b)Section 4.15(b) of the Disclosure Schedule lists the street address of each parcel of real property leased by the Seller and used or held for use primarily in the conduct of the Business or Groupe Modulo which as of the date of this Agreement has an annual lease rate in excess of $50,000 (the “Leased Real Property”).  Except as would not have a Material Adverse Effect, the Seller or Groupe Modulo has a valid and binding leasehold interest in each Leased Real Property of which it is the lessee, free and clear of all Encumbrances, except Permitted Encumbrances.

SECTION 4.16Employee Plans.  (a) Section 4.16 of the Disclosure Schedule lists each material Plan.  For the purposes of this Agreement, the term “Plan” means each employee benefit plan, each bonus, fringe benefit, stock option, stock purchase, restricted stock, incentive, deferred compensation, pension, retiree medical or life insurance, supplemental retirement, severance, retention, change of control or other benefit plan, program or arrangement and each employment, termination, severance, retention, change in control, transaction bonus or other contract or agreement relating to Employees, (i) to which the Seller or Groupe Modulo is a party, (ii) with respect to which the Seller or Groupe Modulo has any present or future obligation, or (iii) which are maintained, contributed to or sponsored by the Seller or Groupe Modulo for the benefit of any Employee (collectively, the “Plans”).  The Seller has made available to the Purchaser a true and complete copy of each material Plan.

(b)The Seller’s Pension Plan is registered as required by Law and has been established and administered in accordance with its terms and applicable laws.

(c)No Employee currently accrues pension benefits on a defined benefit basis other than pursuant to an individual, non-registered, supplemental pension arrangement.

SECTION 4.17Employees.

(a)Except as would not have a Material Adverse Effect, the Seller is in compliance with all terms and conditions of employment and all Laws respecting employment and there are no outstanding claims, complaints, investigations or orders under any such Laws; and

(b)Groupe Modulo does not sponsor any Plans and all Employees of Groupe Modulo participate in Plans sponsored by the Seller.

SECTION 4.18Taxes.

(a)Except for matters that would not have a Material Adverse Effect, to the Seller’s Knowledge, (a) all Tax Returns required to have been filed by or with respect to Groupe Modulo, the Business and the Purchased Assets have been timely filed (taking into account any extension of time to file granted or obtained); (b) all Taxes shown to be payable on such Tax Returns have been paid or will be timely paid; (c) no deficiency for any material

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amount of Tax has been asserted or assessed by a Governmental Authority in writing against Groupe Modulo or the Seller (in relation to the Business or Purchased Assets) that has not been satisfied by payment, settled or withdrawn; and (d) there are no Tax liens on any assets of the Business or on any Purchased Assets (other than Permitted Encumbrances).

(b)Except for matters that would not have a Material Adverse Effect, to the Seller’s Knowledge, (a) the Seller has paid or made arrangements for the payment of all Taxes in respect of the Business and the Purchased Assets, as well as all professional fees incurred in connection with such Taxes, which are capable of forming or resulting in a Tax lien on the Purchased Assets or of becoming a liability or obligation of the Purchaser, other than those Taxes or professional fees, if any, as are included in the Assumed Liabilities, and (b) the Seller has withheld or collected and remitted all amounts required to be withheld or collected and remitted by it in respect of any Taxes in respect of the Business and the Purchased Assets.

SECTION 4.19Material Contracts.

(a)Section 4.19 of the Disclosure Schedule lists each of the following written contracts and agreements relating primarily to the conduct of the Business which the Seller (in relation to the Business) or Groupe Modulo is a party in effect as of the date of this Agreement (such contracts and agreements being “Material Contracts”):

(i)any agreement with the author of a textbook produced by the Business for which the Business received in excess of $3,000,000 in the aggregate during the year ended December 31, 2006;

(ii)any agreement for the purchase of products or for the receipt of services, the performance of which will extend over a period of more than one year and which involved consideration or payments by the Business in excess of $300,000 in the aggregate during the year ended December 31, 2006;

(iii)any agreement for the furnishing of products or services by the Business  to its customers, the performance of which will extend over a period of more than one year and which involved consideration or payments by such customers in excess of $400,000 in the aggregate during the year ended December 31, 2006;

(iv)any agreement pursuant to which (A) the Seller or Groupe Modulo gives a third party (other than any Affiliates of the Seller) the right to resell, publish and/or distribute certain publication(s) in a particular market and (B) the Business received in excess of $500,000 in the aggregate during the year ended December 31, 2006;

(v)any agreement pursuant to which (A) a third party (other than any Affiliates of the Seller) gives the Seller or Groupe Modulo the right to resell, publish and/or distribute certain publication(s) in a particular market and (B) the Business paid in excess of $400,000 in the aggregate during the year ended December 31, 2006;

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(vi)any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company;

(vii)any agreement under which the Seller or Groupe Modulo created, incurred, assumed or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $250,000 or under which there has been imposed a security interest on any of the assets, tangible or intangible, of the Seller or Groupe Modulo, in each case other than an Excluded Liability;

(viii)any material agreement that limits or purports to limit the ability of the Business to compete in any line of business or with any Person or in any geographic area or during any period of time; and

(ix)the Leases.

(b)Except as would not have a Material Adverse Effect, each Material Contract (i) as of the date of this Agreement, is valid and binding on the Seller or Groupe Modulo, as applicable, and, to the Knowledge of the Seller, the counterparties thereto, is in full force and effect and (ii) upon consummation of the transactions contemplated by this Agreement, except to the extent that any consents set forth in Section 4.07(c) of the Disclosure Schedule are not obtained, shall continue in full force and effect without penalty or other adverse consequence.  As of the date of this Agreement, neither the Seller nor Groupe Modulo is in breach of, or default under, any Material Contract to which it is a party, except for such breaches or defaults that would not have a Material Adverse Effect.

SECTION 4.20Environmental Matters.

(a)Except as would not have a Material Adverse Effect, (i) neither the Seller (in relation to the Business) nor Groupe Modulo is or has been in violation of any Environmental Law, (ii) the Seller (in relation to the Business) and Groupe Modulo have obtained and are in compliance with all Environmental Permits, and (iii) there is no written Action pending or, to the Seller’s Knowledge, threatened against the Seller (in relation to the Business) or Groupe Modulo that relates to any violation or alleged violation of Environmental Law.

(b)The Purchaser acknowledges that the representations and warranties contained in Section 4.20 are the only representations and warranties being made with respect to compliance with or liability under Environmental Laws or Environmental Permits or with respect to any environmental matter related in any way to this Agreement or its subject matter.

SECTION 4.21Certain Business Relationships with Affiliates.  Other than the Excluded Assets and the Excluded Liabilities, no Affiliate of the Seller (other than Groupe Modulo) (a) owns any material property or right, tangible or intangible, which is used solely in connection with the Business, (b) has any claim or cause of action against Groupe Modulo, or (c) owes any money to, or is owed any money by, Groupe Modulo.  Section 4.21 of the Disclosure Schedule sets forth any agreements or arrangements relating to the Business between

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the Seller or Groupe Modulo, on the one hand, and the Seller or any Affiliate of the Seller (other than Groupe Modulo), on the other hand, which is currently in effect and which shall continue in effect after the Closing.

SECTION 4.22Seller Resident of Canada.  The Seller is not a non-resident of Canada under the Tax Act.

SECTION 4.23Goods and Services Tax.  The Seller is registered for purposes of the GST Legislation.  The Seller’s GST number is 897176350 RT0004.

SECTION 4.24Brokers.  Except for Morgan Stanley & Co. Incorporated and RBC Capital Markets, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or the Ancillary Agreements based upon arrangements made by or on behalf of the Seller.  The Seller shall be solely responsible for the fees and expenses of Morgan Stanley & Co. Incorporated and RBC Capital Markets and all other fees and expenses of any advisors of the Seller incurred in connection with the sale of the Business.

SECTION 4.25Disclaimer of the Seller.  (A) EXCEPT AS SET FORTH IN THIS ARTICLE IV (AND THE CERTIFICATE REFERRED TO IN SECTION 9.02(A)), NONE OF THE SELLER, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES MAKES OR HAS MADE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE PURCHASED SHARES, THE PURCHASED ASSETS OR THE BUSINESS, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, (II) THE OPERATION OF THE BUSINESS BY THE PURCHASER AFTER THE CLOSING IN ANY MANNER OTHER THAN AS USED AND OPERATED BY THE SELLER OR (III) THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS AFTER THE CLOSING AND (B) OTHER THAN THE INDEMNIFICATION OBLIGATIONS OF THE SELLER SET FORTH IN ARTICLE X, NONE OF THE SELLER, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO THE PURCHASER OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO THE PURCHASER, ITS AFFILIATES OR REPRESENTATIVES OF, OR THE PURCHASER’S USE OF, ANY INFORMATION RELATING TO THE BUSINESS, INCLUDING THE CONFIDENTIAL INFORMATION MEMORANDUM AND ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO THE PURCHASER, WHETHER ORALLY OR IN WRITING,  IN CERTAIN “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF THE PURCHASER OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.  ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED.

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ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Seller as follows:

SECTION 5.01Organization and Authority of the Purchaser.  The Purchaser is a Delaware limited liability company duly organized and validly existing under the Laws of the jurisdiction of its formation and has all necessary power and authority to enter into this Agreement and each Ancillary Agreement to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.  The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements.  The execution and delivery by the Purchaser of this Agreement and each Ancillary Agreement to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder, and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser.  This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

SECTION 5.02No Conflict.  Assuming compliance with the pre-merger notification and waiting period requirements of Part IX of the Competition Act and the making and obtaining of all filings, notifications, consents, approvals, authorizations and other actions referred to in Section 5.03, the execution, delivery and performance by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party do not and will not (a) violate, conflict with or result in the breach of any provision of the certificate of incorporation or bylaws (or similar organizational documents) of the Purchaser, (b) conflict with or violate any Law (other than Privacy Legislation) or Governmental Order applicable to the Purchaser or its respective assets, properties or businesses or (c) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which the Purchaser is a party, except, in the case of clauses (b) and (c), as would not materially and adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements.

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SECTION 5.03Governmental Consents and Approvals.  The execution, delivery and performance by the Purchaser of this Agreement and each Ancillary Agreement to which the Purchaser is a party do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority, except (a) compliance with Part IX of the Competition Act, and (b) any additional consents, approvals, authorizations, filings and notifications under any other applicable antitrust, competition, or trade regulation Law, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation by the Purchaser of the transactions contemplated by this Agreement and the Ancillary Agreements.

SECTION 5.04Foreign Investment Review.  As at the Closing, the Purchaser will be a Canadian, and will not be controlled in fact by one or more non-Canadians, all within the meaning of the Investment Canada Act.

SECTION 5.05Goods and Services Tax.  The Purchaser will provide its GST number to the Seller on or prior to Closing.

SECTION 5.06Investment Purpose.  The Purchaser is acquiring the Purchased Shares solely for the purpose of investment and not with a view to, or for offer or sale in connection with, any distribution thereof other than in compliance with all applicable Laws, including Canadian securities Laws.  The Purchaser agrees that the Purchased Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without compliance with prospectus and registration requirements under Canadian securities Laws, except pursuant to an exemption from such compliance with such Laws.  The Purchaser is able to bear the economic risk of holding the Purchased Shares for an indefinite period (including total loss of its investment), and (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of their investment.

SECTION 5.07Financing.  (a) The Purchaser has received and accepted an executed commitment letter dated May 9, 2007 (the “Debt Commitment Letter”) from the lenders party thereto (collectively, the “Lenders”) relating to the commitment of the Lenders to provide debt financing which, taken together with the Cash Equity and subject to satisfaction of conditions thereto, would be sufficient to consummate the transactions contemplated by this Agreement and the Ancillary Agreements on the terms contemplated thereby and to pay the Purchaser’s related fees and expenses.  The debt financing referenced in the Debt Commitment Letters is collectively referred to in this Agreement as the “Debt Financing”.

(b)The Purchaser has received and accepted executed commitment letters dated May 11, 2007 (the “Equity Commitment Letters” and, together with the Debt Commitment Letter, the (“Commitment Letters”) from certain Persons (collectively, the “Equity Investors”) relating to the commitment of the Equity Investors to provide cash equity which, taken together with the Debt Financing and subject to satisfaction of conditions thereto, would be sufficient to consummate the transactions contemplated by this Agreement and the Ancillary Agreements on the terms contemplated thereby and to pay the Purchaser’s related fees and expenses,  The cash equity referenced in the Equity Commitment Letters is referred to in this Agreement as the “Cash

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Equity” (the Cash Equity, together with the Debt Financing, is collectively referred to as the “Financing”).

(c)Subject to the receipt of the Financing, the Purchaser will have prior to the Closing, sufficient cash, available lines of credit or other sources of immediately available funds to enable it to pay, in cash, the Purchase Price and all other amounts payable pursuant to this Agreement and the Ancillary Agreements or otherwise necessary to consummate all the transactions contemplated hereby and thereby.  The Purchaser has delivered to the Seller true and complete copies of the Commitment Letters.  As of the date hereof, each Commitment Letter is in full force and effect and is a valid, legal and binding obligation of the Purchaser, the Equity Investors and, to the knowledge of the Purchaser, the Lenders party thereto.  As of the date hereof, the Purchaser has taken all actions required to cause the Commitment Letters to be effective.  As of the date hereof, the Purchaser is not aware of any fact or circumstance in existence that would reasonably be expected to give rise to the failure to satisfy any condition precedent set forth in the Commitment Letters.  As of the date hereof, the Purchaser has no reason to believe that any event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchaser under any term or condition of the Commitment Letters.  As of the date hereof, the Purchaser has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Commitment Letters.  The Purchaser has fully paid any and all commitment fees or other fees required by the Commitment Letters to be paid on or before the date of this Agreement.  Subject to its terms and conditions, the Financing, when funded in accordance with the Commitment Letters, will provide the Purchaser with acquisition financing at the Closing sufficient to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

(d)Concurrently with the execution of this Agreement, the Purchaser has delivered to the Seller a limited guarantee, dated the date hereof, of each of the Equity Investors guaranteeing certain of the Purchaser’s payment obligations hereunder (the “Limited Guarantees”).

SECTION 5.08Litigation.  No Action by or against the Purchaser is pending or, to the knowledge of the Purchaser, threatened, which could affect the legality, validity or enforceability of this Agreement, any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby.

SECTION 5.09Brokers.  Except for Evercore Partners Incorporated and Atlas Advisors, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser.  The Purchaser shall be solely responsible for payment of the fees and expenses of Evercore Partners Incorporated and Atlas Advisors.

SECTION 5.10Independent Investigation; Seller’s Representations.  The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and

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prospects of the Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives.  The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose.  In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller or its representatives (except the specific representations and warranties of the Seller set forth in Article IV (and the certificate referred to in Section 9.02(a)) and the schedules thereto).  The Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties made in Article IV, none of the Seller, its Affiliates, or any of their respective officers, directors, employees or representatives makes or has made any representation or warranty, express or implied, at law or in equity, with respect to the Purchased Shares, the Purchased Assets or the Business, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Seller or (iii) the probable success or profitability of the Business after the Closing and (b) none of the Seller, its Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business, including the Confidential Information Memorandum of the Seller relating to the Business and any information, documents or material made available to the Purchaser, whether orally or in writing,  in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement.

ARTICLE VI
ADDITIONAL AGREEMENTS

SECTION 6.01Conduct of the Business Prior to the Closing.

The Seller covenants and agrees that, except as described in Section 6.01 of the Disclosure Schedule or contemplated, permitted or required by this Agreement and the Ancillary Agreements, between the date of this Agreement and the Closing, the Seller shall, and shall cause Groupe Modulo, to (i) conduct the Business in the ordinary course consistent with past practice, in all material respects, (ii) use its reasonable efforts to preserve intact in all material respects the business organization of the Business and (iii) make capital expenditures in the amounts set forth on, and otherwise in accordance with, the capital expenditures budget set forth in Schedule 6.01 of the Disclosure Letter.  Except as described in Section 6.01 of the Disclosure Schedule or contemplated, permitted or required by this Agreement and the Ancillary Agreements (including pursuant to Section 6.14), the Seller covenants and agrees that, between the date of this Agreement and the Closing, without the prior written consent of the Purchaser, neither the Seller (in relation to the Business) nor Groupe Modulo will:

(a)issue or sell any shares, notes, bonds or other securities of Groupe Modulo (or any option, warrant or other right to acquire the same) or redeem any of the shares of Groupe Modulo;

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(b)amend or restate the certificate of incorporation or bylaws (or similar organizational documents) of Groupe Modulo;

(c)(i) grant or announce any increase in the salaries, bonuses or other benefits payable by the Seller or Groupe Modulo to any Employees, other than as required by Law, or the terms of any Plans existing as of the date of this Agreement or other increases in the ordinary course of business consistent with the past practices of the Business, (ii) establish, adopt, enter into, amend or terminate any Plan or any plan, agreement, program, policy or other arrangement that would be a Plan if it were in existence as of the date of this Agreement other than in the ordinary course of business consistent with past practice, or (iii) increase the funding obligation or contribution rate of any Plan other than in the ordinary course of business consistent with past practice;

(d)change any method of accounting or accounting practice or policy used by the Seller or Groupe Modulo in respect of the Business, other than such changes as are required by GAAP or a Governmental Authority;

(e)fail to exercise any rights of renewal with respect to any Leased Real Property that by its terms would otherwise expire;

(f)compromise or settle any Action in respect of the Business (A) resulting in an obligation of the Seller or Groupe Modulo to pay more than $2,500,000 in respect of compromising or settling such Action or (B) in respect of any claim of the Seller or Groupe Modulo to receive any payment of more than $2,500,000 in respect of settling any such Action;

(g)acquire (by merger or stock or asset purchase or otherwise) any corporation, partnership, other business organization or any business or division thereof;

(h)sell, license or otherwise dispose of any of the Business Intellectual Property or Purchased Assets or assets of the Seller (used in the Business) or Groupe Modulo, other than sales, licenses or other dispositions of assets made in the ordinary course of business;

(i)incur, create, assume or otherwise become liable for any Indebtedness, except for any Indebtedness that will be repaid or cancelled prior to the open of business on the Closing Date;

(j)enter into, renew, extend, materially amend, fail to renew, cancel or terminate any Material Contract or Contract which if entered into prior to the date hereof would be a Material Contract, other than author contracts in the ordinary course of business;

(k)implement or adopt any material change in its financial accounting principles, practices or methods, other than as required by GAAP, applicable Law or regulatory guidelines;

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(l)delay the material payment of any advances due under material agreements with any author;

(m)make or change any Tax election, or adopt or change any accounting method with respect to Taxes; or

(n)change the dates of publication and/or shipping with respect to any Publication to the extent the same would be materially inconsistent with the schedule contemplated by the management projections; or

(o)agree to take any of the actions specified in Sections 6.01(a) - (n).

Notwithstanding anything to the contrary in this Agreement, Groupe Modulo shall be permitted to declare and pay cash dividends or make cash distributions or other cash transfers (including in connection with any “cash sweep” arrangements with the Seller or its Affiliates) prior to the Closing Date.

SECTION 6.02Access to Information.

(a)From the date of this Agreement until the Closing, upon reasonable notice, the Seller shall, and shall cause Groupe Modulo and its officers, directors, employees, agents, representatives, accountants and counsel to, (i) afford the Purchaser and its authorized representatives reasonable access to the offices, properties and books and records of the Business and (ii) furnish to the officers, employees, and authorized agents and representatives of the Purchaser such additional financial and operating data and other information regarding the Business (or copies thereof) as the Purchaser may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the Purchaser’s expense, during normal business hours, under the supervision of the Seller’s personnel and in such a manner as not to interfere with the normal operations of the Business.  Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to disclose any information to the Purchaser if such disclosure would, in the Seller’s reasonable discretion, (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date of this Agreement.

(b)In order to facilitate the resolution of any claims made against or incurred by the Seller or its Affiliates relating to Groupe Modulo or the Business and for purposes of compliance by the Seller and its Affiliates with securities, Tax, environmental, employment and other Laws, for a period of seven (7) years after the

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Closing, the Purchaser shall (i) retain the books and records relating to Groupe Modulo and the Business for periods prior to the Closing, and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, copies), during normal business hours, to such books and records.

(c)In order to facilitate the resolution of any claims made against or incurred by the Purchaser or Groupe Modulo and for purposes of compliance with securities, Tax, environmental, employment and other Laws, for a period of seven (7) years after the Closing and for a period of 12 months to facilitate financing, the Seller shall (i) retain the books and records relating to Groupe Modulo and the Business relating to periods prior to the Closing which shall not otherwise have been delivered to the Purchaser and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of the Purchaser reasonable access (including the right to make, at the Purchaser’s expense, copies), during normal business hours, to such books and records.

SECTION 6.03Confidentiality.

(a)The terms of the Confidentiality Agreement, dated as of February 8, 2007 (the “Confidentiality Agreement”) between The Thomson Corporation Delaware Inc. and an Affiliate of the Purchaser are hereby incorporated herein by reference and shall continue in full force and effect until the Closing, at which time such Confidentiality Agreement and the obligations of the Purchaser under this Section 6.03 shall terminate; provided, however, that the Confidentiality Agreement shall terminate only in respect of that portion of the Information (as defined in the Confidentiality Agreement) exclusively relating to the Business and the transactions contemplated by this Agreement and, provided, further, that any requirement under the Confidentiality Agreement to obtain consent for the disclosure of Information (as defined in the Confidentiality Agreement) to prospective financing sources shall cease to have further force and effect from and after the date hereof.  If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect.

(b)Nothing provided to the Purchaser pursuant to Section 6.02(a) shall in any way amend or diminish the Purchaser’s obligations under the Confidentiality Agreement.  The Purchaser acknowledges and agrees that any Information provided to the Purchaser pursuant to Section 6.02(a) or otherwise by the Seller or any officer, director, employee, agent, representative, accountant or counsel thereof shall be subject to the terms and conditions of the Confidentiality Agreement.

(c)For a period of two years after the Closing Date, the Seller shall hold, and shall cause its Affiliates, officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or other requirements of Law on advice of counsel, all confidential or otherwise proprietary documents and information of (or otherwise concerning) the Purchaser, Groupe Modulo, the Business and the Purchased Assets in the possession of the Seller and their Affiliates, provided that such obligation shall not apply to information which is or becomes generally available to the public other than as a result of a breach of this provision.

SECTION 6.04Regulatory and Other Authorizations; Notices and Consents.

(a)The Purchaser and the Seller shall each (i) use its reasonable best efforts to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of,

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and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements, (ii) cooperate fully with the Seller in promptly seeking to obtain all such authorizations, consents, orders and approvals and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith.  Each party hereto agrees to make promptly (but in no event later than ten (10) Business Days after the date of this Agreement) its respective filing, if necessary, pursuant to Part IX of the Competition Act with respect to the transactions contemplated by this Agreement and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the Competition Act. Each party hereto agrees to make as promptly as practicable its respective filings and notifications, if any, under any other applicable antitrust, competition, or trade regulation Law and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the applicable antitrust, competition, or trade regulation Law.  The Purchaser will pay all fees or make other payments to any Governmental Authority in order to obtain any such authorizations, consents, orders or approvals.

(b)Without limiting the generality of the Purchaser’s undertaking pursuant to Section 6.04(a), the Purchaser agrees to use its best efforts, and to take any and all steps necessary, to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Authority or any other party so as to enable the parties hereto to close the transactions contemplated hereby as promptly as practicable, and in any event prior to the Termination Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of such of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto, and the entering into of such other arrangements, as are necessary or advisable in order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby.  In addition, the Purchaser shall use its best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided, however, that such litigation in no way limits the obligation of the Purchaser to use its best efforts, and to take any and all steps necessary, to eliminate each and every impediment under any antitrust, competition or trade regulation Law to close the transactions contemplated hereby prior to the Termination Date.

(c)Each party to this Agreement shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party to review in advance any proposed communication by such party to any Governmental Authority.  None of the parties to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any

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settlement of the investigation), litigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting.  The parties to this Agreement will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the Competition Act.  The parties to this Agreement will provide each other with copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement; provided, however, that materials may be redacted (x) to remove references concerning the valuation of Groupe Modulo or the Purchased Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns.

(d)The Purchaser shall not enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that might reasonably be expected to make it more difficult, or to increase the time required, to: (i) obtain the expiration or termination of the waiting period under the Competition Act, or any other applicable antitrust, competition, or trade regulation Law, applicable to the transactions contemplated by this Agreement, (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the transactions contemplated hereby, or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the transactions contemplated by this Agreement.

(e)The Seller shall, and shall cause its applicable Affiliates (other than Groupe Modulo) to, provide all consents required pursuant to any agreements any such Persons may have with Groupe Modulo in connection with the execution of this Agreement or the transactions contemplated hereby.

SECTION 6.05Investment Canada Act

(a)If the Minister of Canadian Heritage or official of The Department of Canadian Heritage (together, the “Minister”), in order to determine whether the Purchaser is a Canadian and not controlled in fact by one or more non-Canadians (all within the meaning of the Investment Canada Act), requests information or evidence for that purpose, the Purchaser will promptly comply with each such request.

(b)Without limiting in any way the terms of Sections 6.05(a), Sections 6.04(b), 6.04(c) and 6.04(d) will apply, with necessary modifications, to the matters contemplated by this Section 6.05.

(c)From the date of this Agreement until Closing, except with the Seller’s prior written consent, which shall not be unreasonably withheld, the Purchaser shall not

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make any material change to its structure, ownership or governance from that disclosed in writing to the Seller prior to the date hereof.

(d)From the date of this Agreement until Closing, the Seller will provide such cooperation and assistance as may reasonably be requested by the Purchaser in its dealings with the Minister in furtherance of the transactions contemplated hereby (which, for greater certainty, shall not require the Seller or any of its Affiliates to pay or incur any third party costs unless reimbursed by the Purchaser or to incur any liability).

SECTION 6.06Licensed Names and Marks.

(a)The Purchaser hereby acknowledges that all right, title and interest in and to the names and logos “Thomson” and the Thomson starburst design, a copy of which is set forth in Section 6.06(a) of the Disclosure Schedule, together with all variations and acronyms thereof and all trademarks, service marks, domain names, trade names, trade dress, company names and other identifiers of source or goodwill containing, incorporating or associated with any of the foregoing (the “Thomson Marks”), are owned exclusively by the Seller and its Affiliates (other than Groupe Modulo), and that, except as expressly provided below, any and all right of Groupe Modulo or the Business to use the Thomson Marks shall terminate as of the Closing and shall immediately revert to the Seller and its Affiliates along with any and all goodwill associated therewith.  The Purchaser further acknowledges that it has no rights, and is not acquiring any rights, to use the Thomson Marks, except as provided herein.

(b)Except as expressly provided in this Agreement, the Purchaser and Groupe Modulo shall, for a period of six (6) months after the Closing Date, be entitled to use, solely in connection with the operation of the Business as conducted immediately prior to Closing, signs, letterheads, invoice stock, advertisements and promotional materials and Internet domain names, and other documents and materials of the Business (“Licensed Stock”) containing the Thomson Marks, and immediately after the expiration of such six-month period, the Purchaser shall cause the Business to remove or obliterate all Thomson Marks from such Licensed Stock or cease using such Licensed Stock, and transfer to the Seller or, at the Seller’s election, any of its Affiliates any rights with respect to Internet domain names incorporating any Thomson Marks.

(c)Except as expressly provided in this Agreement, the Purchaser shall have the limited right to use the Thomson Marks for a period of three (3) years after the Closing Date on Publications and products and services provided in a tangible form of digital media, i.e. DVDs and CDs (“Digital Media”) solely to the extent that such Publications and Digital Media (x)(A) are part of the existing inventory of finished goods of the Business as of the Closing Date or (B) will be published or re-printed in the ordinary course of business within six (6) months after the Closing Date and (y) incorporated any Thomson Marks as of the Closing Date or, in the case of clause (B) above, will incorporate any Thomson Marks within six (6) months after the Closing Date (“Existing Publications”).

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(d)Except as expressly provided in this Agreement, no other right to use the Thomson Marks is granted by the Seller to the Purchaser or Groupe Modulo, whether by implication or otherwise, and nothing hereunder permits the Purchaser or Groupe Modulo to use the Thomson Marks on any documents, materials, products or services or Publications other than as expressly provided in connection with, respectively, the Licensed Stock and the Existing Publications.  The Purchaser shall ensure that all use of the Thomson Marks by the Purchaser and Groupe Modulo as provided in this Section 6.06 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Thomson Marks were used in the Business prior to the Closing.  Any and all goodwill generated by the use of the Thomson Marks under this Section 6.06 shall inure solely to the benefit of the Seller and its Affiliates.  In no event shall the Purchaser or Groupe Modulo use the Thomson Marks in any manner that may damage or tarnish the reputation of the Seller and its Affiliates or the goodwill associated with the Thomson Marks and the Seller shall, at all times, have the right to inspect and approve the use thereof.

(e)The Purchaser agrees that the Seller shall not have any responsibility for claims by third parties arising out of, or relating to, the use by the Purchaser or Groupe Modulo of any Thomson Marks after the Closing.  The Purchaser shall indemnify and hold harmless the Seller and its Affiliates from any and all claims that may arise out of the use thereof by the Purchaser or Groupe Modulo in accordance with the terms and conditions of this Section 6.06, other than such claims that the Thomson Marks infringe the Intellectual Property rights of any third party.  In addition to any and all other available remedies, the Purchaser shall indemnify and hold harmless the Seller and its Affiliates from any and all claims that may arise out of the use of the Thomson Marks in violation of or outside the scope permitted by this Section 6.06.  Notwithstanding anything in this Agreement to the contrary, Purchaser hereby acknowledges that Seller and its Affiliates, in addition to any other remedies available to them for any breach or threatened breach of this Section 6.06, shall be entitled to a preliminary injunction, temporary restraining order or other equivalent relief restraining Purchaser and any of its Affiliates (including Groupe Modulo) from any such breach or threatened breach.

(f)Upon Closing, Seller and its Affiliates shall immediately cease to use any and all Business Intellectual Property, including the name “NELSON”, or any variations thereof or as part of any acronyms, in connection with the publishing in Canada or the United States, and any purported license thereto shall terminate.  Except as expressly provided in the Ancillary Agreements, no other right to use the Business Intellectual Property is granted by the Purchaser or Groupe Modulo to the Seller, whether by implication or otherwise, and nothing hereunder permits the Seller to use the Business Intellectual Property on any documents, materials, products or services or Publications, except “NELSON” in New Zealand or Australia.

SECTION 6.07Non-Competition.

(a)For a period of one year after the Closing Date (the “Restricted Period”), no Non-Competition Party shall either directly or indirectly engage in the

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Restricted Business in any of the countries in which the Business or Groupe Modulo operate as of the Closing Date (the “Restricted Territory”).  Notwithstanding the foregoing, no Non-Competition Party shall be prohibited from:

(i)engaging in any business or activities conducted by any Non-Competition Party as of the Closing Date and set forth on Section 6.07 of the Disclosure Schedule, and any reasonable extension or development thereof;

(ii)acquiring or owning less than 5% of the outstanding voting power of any publicly traded company;

(iii)performing its obligations under this Agreement and the Ancillary Agreements; or

(iv)acquiring any entity which is engaged in the Restricted Business (“Acquired Company”) if, in its last full fiscal year prior to such acquisition, the consolidated revenues of such Acquired Company from the Restricted Business in the Restricted Territory constituted less than 20% of the total revenues of such entity, provided that a Non-Competition Party may acquire an Acquired Company with consolidated revenues from the Restricted Business in the Restricted Territory constituting more than 20% of the total revenues of such entity so long as within six (6) months after such acquisition, such Non-Competition Party disposes or agrees to dispose of the relevant portion of the Acquired Company’s business or securities to comply with this Section 6.07.

SECTION 6.08Financing Commitments; Amendment or Waiver.

(a)The Purchaser shall use reasonable best efforts to obtain the Financing on the terms and conditions described in the Commitment Letters, including (i) negotiating definitive agreements with respect thereto on the terms and conditions contained therein and (ii) satisfying on a timely basis all conditions applicable to the Purchaser in such definitive agreements that are within its control.  In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letters, including as a result of any Lender MAC (as defined below), as promptly as practicable following the occurrence of such event, the Purchaser shall use reasonable best efforts to obtain alternative financing from alternative sources on terms and conditions that are no less favorable to the Purchaser in any material respect than those contained in the Commitment Letters.  The Purchaser shall keep the Seller informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Financing.  The Purchaser shall give the Seller prompt notice of any material breach by any party of the Commitment Letters, any termination of the Commitment Letters, any Lender MAC or any indication that the Financing may not be available to the Purchaser.  The Purchaser shall not agree to any amendment, modification to, or any waiver of the rights of the Purchaser or any obligations of any counterparty thereto under, any Commitment Letter (other than the addition of a new lender) without the prior written consent of the Seller.  For purposes of this Agreement, the term “Lender MAC” shall mean (x) any restriction on lending imposed by a regulatory authority on, or a petition of bankruptcy, insolvency or reorganization (or similar petition or initiation of proceedings

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under any debtor relief Law) filed by or against, or the seeking of the appointment of a receiver or similar person by, or the making of an assignment for the benefit of creditors by, any lender or lenders providing at least 25% of the Financing contemplated by the Financing Commitments or (y) any order, decree or injunction of a court or agency of competent jurisdiction, including any such lender’s primary banking regulator or regulators, prohibiting the consummation of the financing contemplated by the Financing Commitments affecting any lender or lenders providing at least 25% of the Financing contemplated by the Financing Commitments, which, in each case, prevents the lender or lenders from providing the financing contemplated by such Financing Commitments and which, in the case of any petition filed against any such lender or lenders, is not dismissed within ten (10) days of being filed.  Notwithstanding the foregoing, compliance by the Purchaser with this Section 6.08 shall not relieve the Purchaser of its obligation to consummate the transactions contemplated by this Agreement whether or not the Financing is available.

(b)Prior to the Closing, the Seller shall cause Groupe Modulo to provide, and shall use its reasonable best efforts to cause the officers, employees, representatives and advisors, including legal and accounting advisors, of Groupe Modulo to provide to the Purchaser, all cooperation reasonably requested by the Purchaser that is necessary, proper or advisable in connection with the financing (in each case, provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Seller and Groupe Modulo), including (i) participating in meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) providing information in connection with the preparation by the Purchaser or its representatives of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Debt Financing; provided that any private placement memoranda or prospectuses in relation to high yield debt securities need not be issued by Groupe Modulo, (iii) executing and delivering at Closing any pledge and security documents, other definitive financing documents, or other certificates, legal opinions or documents as may be reasonably requested by the Purchaser (including a certificate of the chief executive officer or chief financial officer of any of the Seller and Groupe Modulo with respect to solvency matters and consents of accountants for use of their reports in any materials relating to the Debt Financing), (iv) as promptly as reasonably practicable, furnishing the Purchaser and its financing sources with access to personnel and financial and other pertinent information regarding the Business, the Purchased Assets and Groupe Modulo as may be reasonably requested by the Purchaser, including all financial statements and financial data of the type required by applicable securities laws in Canada and the United States (including the Financial Statements) to consummate public or private offerings of debt securities contemplated by the Debt Commitment Letters at the time during the Business’ fiscal year such offerings will be made, (v) using reasonable best efforts to obtain accountants’ comfort letters (including comfort levels customary in similar types of transactions for pro forma financial information and related adjustments), legal opinions, surveys and title insurance as reasonably requested by the Purchaser; provided that nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Seller and Groupe Modulo, (vi) at the Closing entering into interest rate hedge transactions, as reasonably requested by the Purchaser, (vii) taking all actions reasonably

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necessary to (A) permit the prospective lenders involved in the Debt Financing to evaluate the Seller’s and Groupe Modulo’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing and (B) establish as of the Closing, bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing, (viii) using reasonable best effort to obtain any necessary rating agencies’ confirmation or approvals for the Debt Financing, (ix) providing the Purchaser by no later than May 15, 2007 with an unaudited combined balance sheet and unaudited combined statements of income and cash flows of the Business as of and for the three months ended March 31, 2007 (together with comparable financial statements as of and for the three months ended March 31, 2006), in each case which have been reviewed by the Business’ accounting advisors (the “First Quarter Financial Statements”), and which will be prepared in accordance with GAAP and will fairly present, in all material respects, the financial position of the Business as of, and results of its operations and cash flows for the period ended, March 31, 2007, subject to normal year-end audit adjustments, and (x) taking all corporate actions necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available as of the Closing Date; provided, however, that, with respect to the foregoing clauses (i) through (x), under no circumstances shall the Seller and Groupe Modulo be required to incur any obligations or liabilities that arise prior to the Closing.  The Seller hereby consents to the use of its and its subsidiaries’ logos in connection with the Debt Financing.

(c)The Purchaser shall, promptly upon request by the Seller, reimburse the Seller for all reasonable and documented out-of-pocket costs incurred by the Seller in connection with cooperation provided for in Section 6.08(b) (such reimbursement to be made promptly and in any event within three Business Days of delivery of reasonably acceptable documentation evidencing such expenses) and shall indemnify and hold harmless the Seller, Groupe Modulo and their respective representatives from and against any and all losses suffered or incurred by them in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than information provided by the Seller or their Affiliates).  All non-public or otherwise confidential information regarding the Business obtained by the Purchaser or its representatives pursuant to this Section 6.08 shall be kept confidential in accordance with the Confidentiality Agreement until the Closing; provided, however, that the Purchaser and its representatives shall be permitted to disclose information as necessary and consistent with customary practices in connection with the Debt Financing and a registered offering of debt securities so long as the Purchaser and its representatives reasonably cooperate with the Seller in order to permit the Seller to comply with their obligations under applicable Law relating to the disclosure of such confidential information.

(d)Notwithstanding any other provision of this Agreement, for all purposes of this Agreement, unless the Seller shall have committed a willful breach of Section 6.08(b), the Seller shall not be deemed to be in breach of any of its obligations under, and its shall be deemed to have complied with all of its obligations contained in, Section 6.08(b) provided, however, that the First Quarter Financial Statements will be delivered by May 15, 2007.

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SECTION 6.09Updates.  The Seller shall, at or prior to Closing, deliver to the Purchaser modifications, changes or updates to the Disclosure Schedules in order to disclose or take into account facts, matters or circumstances which arise or occur between the date of this Agreement and the Closing Date that would cause the conditions to Closing set forth in Section 9.02(a) not being satisfied.  No updated information provided to the Purchaser in accordance with this Section 6.09 shall be deemed to update any representation, warranty or covenant made in this Agreement for the purposes of determining whether there has been a breach thereof.

SECTION 6.10Obtaining of Consents.The Seller shall use commercially reasonable efforts to deliver, at or prior to the Closing, the necessary consents to the assignment to the Purchaser of the Leases and the Material Contracts as contemplated herein.  If, notwithstanding such efforts, the Seller is unable to obtain any of such consents, the Seller shall not be liable to the Purchaser for any breach of covenant, provided that nothing contained herein shall affect any condition precedent to the Purchaser’s obligation to complete the transactions contemplated hereby referred to in Section 9.02(a).  For the purposes hereof, the Seller shall not be required to pay any monies or give any other consideration in order to obtain any consent other than the expenses of the Seller (including the fees and disbursements of Seller’s counsel) in obtaining such consents.  If, following Closing, any of the consents referred to in this Section 6.10 has not been obtained, the Seller shall (a) continue for six (6) months after the Closing to use commercially reasonable efforts as requested by the Purchaser from time to time in order to attempt to obtain any such consent and (b) hold any assets, rights or interests intended to be included in the Purchased Assets in respect of which such consents have not been obtained in trust for the benefit of the Purchaser and take any and all action with respect thereto as the Purchaser may reasonably direct for the Purchaser’s account and benefit.

SECTION 6.11Release from Guarantees.  At or prior to the Closing, the Purchaser shall use reasonable best efforts to take or cause to be taken all actions necessary to secure the unconditional release of the Seller and its Affiliates (excluding Groupe Modulo, collectively the “Seller Group”) from any guarantees or other credit support provided by them with respect to the Business (the “Guarantees”), including effecting such release by issuing Purchaser guarantees or other credit support, and the Purchaser shall use reasonable best efforts to, or shall use reasonable best efforts to cause its Affiliates or Groupe Modulo (collectively, the “Purchaser Group”) to, be substituted in all respects for the member of the Seller Group that is party to the Guarantee, so that the applicable member of the Purchaser Group shall be solely responsible for the obligations of such Guarantee; provided, however, that any such release or substitution must be effected pursuant to documentation reasonably satisfactory in form and substance to the Seller.  In the case of the failure to do so by the by the Closing Date, then, the Seller, on the one hand, and the Purchaser Group, on the other hand, shall continue to cooperate and use their respective reasonable best efforts to terminate, or cause the Purchaser Group to be substituted in all respects for the Seller Group in respect of, all obligations of the Seller Group under any such Guarantees, and the Purchaser shall and cause (i) indemnify and hold harmless the Seller Group for any damages arising from such Guarantees and (ii) not permit any member of the Purchaser Group to (A) renew or extend the term of or (B) increase its obligations under, or transfer to another third party, any loan, lease, Contract or other obligation for which any member of the Seller Group is or would reasonably be expected to be liable under such Guarantee.  In the event the Seller Group identifies, after the Closing, guarantees, or other

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similar obligations to which any member of the Seller Group is a party (the “Additional Guarantees”), the Seller shall promptly notify the Purchaser in writing of the existence and terms of such Additional Guarantees, and the Purchaser, upon receipt of such notice, shall promptly use reasonable best efforts to cause the release and substitution of such Additional Guarantees in a manner consistent with the foregoing.  All costs and expenses incurred in connection with the release or substitution of the Guarantees and the Additional Guarantees, as the case may be, shall be borne by the Purchaser, and the Purchaser shall indemnify the Seller Group for any and all Losses arising from or relating to such Guarantees and Additional Guarantees.

SECTION 6.12Insurance.  From and after the Closing Date, the Business, the Purchased Assets and Groupe Modulo shall cease to be insured by the Seller’s or its Affiliates’ insurance policies or by any of their respective self-insured programs, other than by any insurance policies acquired directly by and in the name of Groupe Modulo or self-insurance programs of Groupe Modulo directly.  With respect to events or circumstances relating to the Business, the Purchased Assets or Groupe Modulo that occurred or existed prior to the Closing Date that are covered by the Seller’s or its Affiliates’ occurrence-based third party liability insurance policies and any workers’ compensation insurance policies and/or comparable statutory-based insurance programs that apply to the locations at which the Business is operated, the Purchaser or its Affiliates may, during the period of thirty-six (36) months after the Closing Date, make claims under such policies and programs to the extent such coverage and limits are available under such policies and programs and to the extent such claims are not covered by insurance policies or self-insurance programs of Groupe Modulo; provided, however, that by making any such claims, the Purchaser agrees to reimburse, or cause its Affiliates to reimburse, the Seller and its Affiliates for any increased third-party policy costs incurred by the Seller or any of its Affiliates as a direct result of such claims, including any retroactive or prospective premium adjustments associated with such coverage; and provided, further, that the Purchaser or its Affiliates shall exclusively bear (and the Seller and its Affiliates shall have no obligation to repay or reimburse the Purchaser or its Affiliates for) the amount of any “deductibles” associated with claims under such policies and programs and shall be liable for all uninsured or uncovered amounts of such claims, provided, further, that the thirty-six (36) month limitation and the requirement to reimburse for increased third-party policy costs referred to above shall not apply to claims relating to the Action listed on Section 4.12 of the Disclosure Schedule.  As of the third anniversary of this Agreement, the Purchaser and its Affiliates shall no longer be permitted to make any claims under such occurrence-based third party liability insurance policies of the Seller or its Affiliates or to such workers’ compensation insurance policies and/or comparable statutory-based insurance programs that apply to the locations at which the Business is operated.  For the avoidance of doubt, the Seller and its Affiliates shall retain all rights to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of its insurance policies and programs, notwithstanding whether any such policies or programs apply to any Liabilities of the Purchaser.  Notwithstanding anything to the contrary contained herein, neither the Purchaser nor its Affiliates shall make any claims under any other insurance policies (including any claims-based insurance policies) or any other self-insured programs of the Seller or its Affiliates.  To the extent a claim is made under an insurance policy or self-insured program of the Seller or its Affiliates pursuant to this Section 6.12, none of the Purchaser Indemnified Parties shall be indemnified pursuant to Article X hereof.  The Seller shall use commercially reasonable efforts

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to assist the Purchaser in obtaining “tail” or other appropriate insurance coverage for Groupe Modulo prior to Closing.

SECTION 6.13Privileged Matters. The parties acknowledge and agree that the information relating to or arising out of the legal advice or services that have been or will be provided prior to the Closing Date for the benefit of both (a) the Seller and its Affiliates (other than the Groupe Modulo) and (b) Groupe Modulo shall be subject to a shared privilege between the Seller and its Affiliates, on the one hand, and Groupe Modulo, on the other hand, and the Seller and its Affiliates, and Groupe Modulo shall have equal right to assert all such shared privileges in connection with privileged information under any applicable Law and no such shared privilege may be waived by (i) any of the Seller or its Affiliates without the prior written consent of the Purchaser or (ii) by any of Groupe Modulo or the Purchaser without the prior written consent of the Seller; provided, however, that any information relating to or arising out of any legal advice or services provided, whether before or after the Closing Date, with respect to any matter for which the Indemnifying Party has an indemnification obligation hereunder, shall be subject to the sole and separate privilege of the Indemnifying Party, and the Indemnifying Party shall be entitled to control the assertion or waiver of all such separate privileges under any applicable Law in connection with any privileged information, whether or not such information is in the possession of or under the control of any of the Indemnified Parties.

SECTION 6.14Tax Planning.  In connection with the implementation of the transactions contemplated by this Agreement, each of the parties shall co-operate with the other party in good faith to accommodate any reasonable Tax planning objective of the other party provided that any such accommodation does not adversely affect the commercial or Tax position of the other party or its Affiliates.

SECTION 6.15Receipt of Payments Following Closing.

(a)The Seller shall promptly deposit into the Purchaser’s bank accounts (as designated by the Purchaser from time to time) any cash, cheque, electronic credit, deposit or other instrument of payment received by the Seller after Closing to the extent it relates to the Purchased Assets or any Assumed Liabilities.

(b)The Purchaser shall promptly deposit into the Seller’s bank accounts (as designated by the Seller from time to time) any cash, cheque, electronic credit, or deposit or other instrument of payment received by the Purchaser after Closing to the extent it relates to the Excluded Assets or any Excluded Liabilities.

SECTION 6.16Further Action.  The parties hereto shall use their reasonable best efforts to take, or cause to be taken, all appropriate action, to do or cause to be done all things necessary, proper or advisable under applicable Law, and to execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated by this Agreement and to use commercially reasonable efforts to obtain the consents set forth in Section 4.07 of the Disclosure Schedule.

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SECTION 6.17Intercompany Obligations. Notwithstanding any other provision of this Agreement, all loans, notes, advances, receivables and payables (including any accrued and unpaid interest thereon) between Groupe Modulo, on the one hand, and the Seller and its Affiliates (other than Groupe Modulo), on the other hand, shall be repaid or cancelled prior to the open of business on the Closing Date.

ARTICLE VII
EMPLOYEE MATTERS

SECTION 7.01Employment Offers.

(a)The Purchaser shall, not less than seven (7) Business Days prior to the Closing, make written Employment Offers to each Employee employed by the Seller (each a “Seller Employee”).  Such Employment Offer shall be effective as at and contingent only on the Closing.

(b)Each Employment Offer shall provide for employment with the Purchaser in the same position and with terms and conditions of employment that are substantially similar in the aggregate to the terms and conditions of employment held by such Seller Employee immediately prior to the Closing.  For purposes of this agreement “substantially similar in the aggregate” means a position with:

(i)a base cash compensation (i.e., annual base salary) that is the same or higher than the Employee’s base cash compensation at the Seller (i.e., Seller annual base salary) immediately prior to the Closing;

(ii)duties and work conditions substantially similar to those associated with the Employee’s position with the Seller;

(iii)total compensation (which shall consist of salary (i.e., base cash compensation), bonus or variable compensation (excluding Tier 3 retention agreements), pension, perquisites, benefits, vacation, post-retirement, and post-employment benefits) substantially similar to what the Seller Employee had with the Seller immediately prior to the Closing;

(iv)a regular work schedule of a 37.5 hour work week for full-time Employees, for one (1) year from the Closing Date; and

(v)recognition of the Employee’s length of service with the Seller (“Service”);

(c)The Seller has the right to review all Employment Offers and, acting reasonably, to determine whether the terms and conditions of employment with the Purchaser are “substantially similar in the aggregate” to those of the Seller.

(d)The Purchaser shall indemnify and save harmless the Seller from any and all Liabilities relating to the Seller Employees with respect to the period on and after

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Closing, excluding any obligations provided under the Executive Retention Agreement. For greater certainty, such Liabilities will include severance and termination amounts in respect of the Employees who do not become Transferred Employees.

SECTION 7.02Pension Plan.

(a)The Purchaser shall, effective as of and from the start of business on the Closing Date, establish a registered pension plan to provide pension benefits to the Members that they had in the Seller’s Pension Plan for service from and after the Closing Date (the “Purchaser’s Pension Plan”) and shall forthwith notify the Seller of the registration of any such plan.

(b)Effective as of the Closing Date, each Member of the Seller’s Pension Plan shall cease to actively participate in and accrue benefits under the Seller’s Pension Plan and shall commence participation in and accrue benefits under the Purchaser’s Pension Plan.

(c)The Purchaser’s Pension Plan shall recognize each Member’s period of Service prior to the Closing Date recognized under the Seller’s Pension Plan for the purposes of eligibility for membership in, vesting and eligibility for benefits under, the Purchaser’s Pension Plan, as the case may be.

(d)Any DC Account Balance accrued by a Member under the defined contribution component of the Seller’s Pension Plan up to the Closing Date shall be transferred from the defined contribution component of the Seller’s Pension Plan to the Purchaser’s Pension Plan, subject to Sections 7.02(e) to 7.02(g).

(e)A soon as practicable after the Closing Date, the Seller shall cause the funding agent or recordkeeper of the Seller’s Pension Plan to report the DC Account Balance in respect of each Member and the Aggregate DC Account Balance under the Seller’s Pension Plan as at the Closing Date and shall provide a copy of such report to the Purchaser.

(f)As soon as practicable, but in any event within one hundred and eighty (180) days after the Closing Date, the Seller shall seek any required approvals from the applicable Governmental Authorities to a transfer from the Seller’s Pension Plan to the Purchaser’s Pension Plan, by a cash payment (or a transfer of assets in kind acceptable to the Purchaser or a combination thereof) an amount equal to the Aggregate DC Account Balance as at the Transfer Date. The Purchaser at the Purchaser’s cost shall provide such assistance as is reasonably required to obtain such regulatory approvals. The parties agree that, during the period from the Closing Date to the date of transfer, the Seller’s funding agent may pay to, or in respect of, each Member’s benefits to which they may be entitled based on service to and including the Closing Date and Seller shall permit Members to continue to make investment choices in respect of each Member’s DC Account Balance in accordance with the terms and conditions of Seller’s Pension Plan.

(g)Forthwith upon receipt of all required approvals from the Governmental Authorities, (i) the Seller shall cause the funding agent of the Seller’s Pension Plan to transfer to the funding agent of the Purchaser’s Pension Plan an amount of cash or assets in kind acceptable to the Purchaser or a combination thereof as determined by the Seller equal to the Aggregate DC Account Balances as at the Transfer Date adjusted to the Transfer Date to reflect any gains and/or losses; and (ii) the Purchaser shall cause the Purchaser’s funding agent to accept the transfer of an amount of cash or

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assets in kind acceptable to the Purchaser or a combination thereof as determined by the Seller equal to the Aggregate DC Account Balances as at the Transfer Date and agrees to assume the DC Account Balances and obligations of the Seller in respect of the transferred assets.

(h)If, for any reason, the Seller’s Pension Plan is audited by any Governmental Authority within three (3) years of the Closing Date, the Purchaser agrees to provide the Seller and the Governmental Authority with any information regarding either the Purchaser’s Pension Plan or any of its plan members which may be requested by the Governmental Authority to complete such audit.

(i)Nothing in this Section 7.02 shall require Purchaser to establish or designate a defined benefit pension plan or provision for any Transferred Employee.

SECTION 7.03Benefit Plans.

(a)Effective as of the Closing Date, the Purchaser shall establish or otherwise provide non-pension benefit plans which are substantially similar in the aggregate to the non-pension benefits which were applicable to the Transferred Employees prior to the Closing Date, to cover the Transferred Employees for service with the Purchaser on and after the Closing Date.

(b)Each Transferred Employee who participates in the Plan as of the day prior to the Closing Date will cease to participate in the Plan at the end of such day.  Each Transferred Employee shall be eligible to become a member of, and will be offered participation in, all applicable Purchaser benefit plans and programs as other similarly situated Seller employees, effective on the Closing Date.

(c)The Seller shall waive any pre-existing condition limitations, evidence of insurability requirements, and will credit each Employee’s Service towards waiting periods for benefit coverage with respect to the Seller’s life, health, and disability insurance coverage for each Transferred Employee and his/her eligible dependents.  Evidence of insurability is waived for existing approved life insurance and long term disability coverage under the Plans up to the maximum amount stipulated under the Seller’s life insurance and long term disability program.

(d)Any eligible claims for benefits incurred by a Transferred Employee on or after Closing, provided that such Employee was participating in an applicable Plan on the date the claim was incurred, will be eligible for payment in accordance with the Purchaser’s plans and the Purchaser will be liable to the Seller and will defend, indemnify and hold harmless the Seller against any and all loss, liability or expense arising out of any such claims.

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(e)Any eligible claims for benefits incurred by a Transferred Employee prior to Closing will be eligible for payment under the Seller’s Plans in accordance with Section 7.03(iii)(g) below provided that such Transferred Employee was participating in the applicable Plan on the date the claim was incurred, and the Seller will be liable to the Purchaser and will defend, indemnify and hold harmless Seller against any and all loss, liability or expense arising out of such claims.

(f)For the purposes of this Section 7.03, a claim for benefits will be deemed to have been incurred, whether or not reported:

(i)with respect to death or dismemberment, on the actual date of death or of dismemberment;

(ii)with respect to short-term and long-term disability, on the date the claimant became disabled as determined in accordance with the applicable plan; and

(iii)with respect to all medical, dental or vision claims, on the date a service or supply giving rise to the claim under the applicable benefit plan is purchased or received by the claimant or his/her eligible dependent.

(g)Where a claim includes more than one service or supply, each of which occurs at a single point in time (for example, a series of dental appointments related to a treatment plan), each such service or supply will result in a separate claim incurred as of the date on which the supply or service is purchased or received as aforesaid.  If sufficient information is not available to identify charges associated with each claim (but is sufficient for payment of the claims in the ordinary course of claims adjudication), the total charges will be prorated over the number of claims and reimbursed subject to the terms and conditions of the applicable Seller plan.

SECTION 7.04Vacation.

(a)The Seller shall pay out all earned but unused vacation carried over from years prior to the calendar year 2007 to Transferred Employees, according to the Seller’s standard policies for terminating Employees.

(b)For the calendar year 2007, each Transferred Employee shall be entitled to his/her unused vacation and the Purchaser shall assume all liability and obligation for such vacation.

(c)Within fifteen (15) business days following the Closing Date, the Seller will provide the Purchaser with a schedule showing the accrued vacation time for each Transferred Employee.

SECTION 7.05Retention Agreements; Severance.

(a)Effective as of the Closing, the Purchaser shall assume from the Seller and its Affiliates all retention agreements, stay bonuses and sales performance bonuses

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except the Executive Retention Agreements (excluding all payments from the 2007 Management Incentive Plan under the Executive Retention Agreements which shall be the responsibility of the Purchaser) and shall be responsible for, and shall indemnify and hold harmless the Seller and its Affiliates against, their Liabilities thereunder.

(b)For greater certainty, effective as of the Closing, the Purchaser shall be responsible for any and all Liabilities of the Seller and its Affiliates, and shall indemnify and hold harmless the Seller and its Affiliates against any Losses incurred, in connection with the notice or severance entitlement of any Transferred Employee except for the severance obligations provided for under the Executive Retention Agreements (excluding all payments  from the 2007 Management Incentive Plan under the Executive Retention Agreements which shall be the responsibility of the Purchaser).

ARTICLE VIII
TAX MATTERS

SECTION 8.01Tax Indemnities.

(a)From and after the Closing, the Seller agrees to indemnify the Purchaser against all Excluded Taxes and associated expenses, except to the extent that each such Tax is taken into account in determining the Closing Working Capital and reduces the Purchase Price under Section 2.08.  The Purchaser shall be responsible for and shall indemnify and hold the Seller and its Affiliates harmless against all Taxes and associated expenses imposed on or relating to Groupe Modulo or the Purchased Assets other than Excluded Taxes.  The parties agree that all payments by the Purchaser pursuant to the immediately preceding sentence shall be made to the Seller or its designee.

(b)Payment by the indemnifying party of any amount due under this Section 8.01 shall be made within ten (10) days following written notice by the indemnified party that payment of such amounts to the appropriate taxing authority is due, provided that the indemnified party shall comply with its obligation to promptly notify the indemnifying party under Section 8.03(a) and provided further that the indemnifying party shall not be required to make any payment earlier than two (2) days before it is due to the appropriate taxing authority.

SECTION 8.02Tax Refunds and Tax Benefits.

(a)Any Tax refund, credit or similar benefit (including any interest paid or credited with respect thereto) relating to Taxes for which the Seller is responsible under Section 8.01 shall be the property of the Seller, and if received by the Purchaser or Groupe Modulo, shall be paid over promptly to the Seller, except to the extent taken into account in determining the Closing Working Capital.  Notwithstanding the foregoing, any such Tax refunds, credits or benefits shall be for the account of the Purchaser to the extent such Tax refunds, credits or offsets are attributable (determined on a marginal basis) to the carryback from a Post-Closing Period of items of loss, deduction or credit, or other Tax items, of Groupe Modulo (or its Affiliates, including the Purchaser).  The amount or economic benefit

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of any Tax refunds, credits or benefits of Groupe Modulo for any Post-Closing Period shall be for the account of the Purchaser.  The Purchaser shall, if the Seller so requests and at the Seller’s expense, cause Groupe Modulo to file for and use its reasonable efforts to obtain and expedite the receipt of any refund to which the Seller is entitled under this Section 8.02, unless any such action would have an adverse effect on the Purchaser, its Affiliates or the Seller or Groupe Modulo.  The Purchaser shall permit the Seller to participate (at the Seller’s expense) in the prosecution of any such refund claim.

(b)Any amount for which indemnification is provided under Section 8.01 shall be reduced by any actually realized net Tax benefit available to and shall be increased by any actually realized Tax cost incurred by (in each case calculated on a with and without basis) the indemnified party arising in connection with any obligation of the indemnified party to pay Taxes or other amounts for which the other party is responsible under Section 8.01 or resulting from the receipt of any indemnification payment under this Article VIII.

SECTION 8.03Contests.

(a)After the Closing, the Purchaser or the Seller, as the case may be, shall promptly notify the other in writing of the proposed assessment or the commencement of any Tax audit or administrative or judicial proceeding or of any demand or claim on the Purchaser, its Affiliates or Groupe Modulo which, if determined adversely to the taxpayer or after the lapse of time, could be grounds for indemnification by such other party under Section 8.01.  Such notice shall contain factual information (to the extent known to the notifying party) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax liability.  If the Purchaser or the Seller fails to give prompt notice of an asserted Tax liability as required by this Section 8.03, then the other party shall not have any obligation to indemnify for any loss arising out of such asserted Tax liability, but only to the extent that failure to give such notice results in a detriment to the other party.

(b)In the case of a Tax audit or administrative or judicial proceeding (a “Contest”) that relates to Pre-Closing Periods, the Seller shall have the sole right, at its expense, to control the conduct of such Contest; provided, however, that the Seller must first consult, in good faith, with the Purchaser before taking any action with respect to the conduct of such Contest.

(c)The Purchaser and the Seller agree to cooperate, and the Purchaser agrees to cause Groupe Modulo to cooperate, in the defense against or compromise of any claim in any Contest pursuant to this Section 8.03.

SECTION 8.04Preparation of Tax Returns.

(a)The Seller shall prepare and file (or cause Groupe Modulo to prepare and file) on a basis consistent with those prepared for prior taxable periods all Tax Returns relating to Groupe Modulo for taxable periods ending on or before the Closing Date, it being understood that all Taxes shown as due and payable on such Tax Return shall be the

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responsibility of the Seller.  The Seller shall provide the Purchaser with copies of all such Tax Returns.

(b)The Purchaser shall prepare and file (or cause Groupe Modulo) to prepare and file) all Tax Returns that relate to Groupe Modulo for Post-Closing Periods, it being understood that all Taxes shown as due and payable on such Tax Returns shall be the responsibility of the Purchaser, except for such Taxes which are the responsibility of the Seller pursuant to Section 8.01 which the Seller shall pay in accordance with this Article VIII.  Such Tax Returns shall be prepared on a basis consistent with those prepared for Pre-Closing Periods unless a different treatment of any item is required by an intervening change in Law.  With respect to any Tax Return required to be filed with respect to Groupe Modulo after the date of the Closing and as to which the Taxes due (or a portion thereof) are Excluded Taxes, the Purchaser shall provide the Seller and its authorized representative with a copy of such completed Tax Return and a statement (with which the Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is included in Excluded Taxes pursuant to Section 8.01 at least 30 days prior to the due date (including any extension thereof) for filing of such Tax Return, and the Seller and its authorized representative shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return.  The Seller and the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return and statement by the Seller or its authorized representative.

SECTION 8.05Tax Cooperation and Exchange of Information.  The Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other (and the Purchaser shall cause Groupe Modulo to provide such cooperation and information) in filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes.  Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with related work papers and documents relating to rulings or other determinations by taxing authorities.  The Seller and the Purchaser shall make themselves (and their respective employees) reasonably available on a mutually convenient basis to provide explanations of any documents or information provided under this Section 8.05.  Notwithstanding anything to the contrary in Section 6.02, each of the Seller and the Purchaser shall retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of Groupe Modulo for any taxable period that includes the date of the Closing and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six (6) years following the due date (without extension) for such Tax Returns.  After such time, before the Seller or the Purchaser shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after 90 days prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense).  Any information obtained under this Section 8.05 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

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SECTION 8.06Conveyance Taxes.  The Purchaser shall be liable for, shall hold the Seller and its Affiliates harmless against, and agrees to pay any and all Conveyance Taxes that may be imposed upon, or payable or collectible or incurred in connection with this Agreement and the transactions contemplated hereby.  The parties agree that all amounts payable to the Seller and its Affiliates by the Purchaser pursuant to the immediately preceding sentence shall be made to the Seller or its designee.  The Purchaser and the Seller agree to cooperate in the execution and delivery of all instruments and certificates necessary to enable the Purchaser to comply with any pre-Closing filing requirements.

SECTION 8.07Tax Covenants.

(a)Neither the Purchaser nor any Affiliate of the Purchaser shall take, or cause or permit Groupe Modulo to take, any action or omit to take any action which could increase the Seller’s or any of its Affiliates’ liability for Taxes.

(b)Neither the Purchaser nor any Affiliate of the Purchaser shall amend, refile or otherwise modify, or cause or permit Groupe Modulo to amend, refile or otherwise modify, any Tax Returns with respect to any Pre-Closing Period without the prior written consent of the Seller, which consent shall not be unreasonably withheld.

SECTION 8.08GST Legislation.  The parties agree to elect that no Tax be payable pursuant to the GST Legislation and applicable equivalent provincial Laws with respect to the sale of the Purchased Assets under this Agreement.  The Purchaser will on the Closing Date execute an election pursuant to Section 167 of the GST Legislation and the equivalent provisions of any applicable equivalent provincial Laws, made jointly by the parties, in compliance with the requirements of the GST Legislation and applicable equivalent provincial Laws and will file such election with the applicable Governmental Authority forthwith after the Closing Date.  The Purchaser shall indemnify and save the Seller and its Affiliates harmless from and against all Losses suffered by the Seller and its Affiliates as a result of any failure by the Seller and its Affiliates to collect applicable Taxes with respect to the sale of the Purchased Assets under this Agreement pursuant to the GST Legislation and applicable equivalent provincial Laws on the Closing Date, together with any interest and penalties thereon.

SECTION 8.09Subsection 20(24) Election.  The Seller and the Purchaser will on the Closing Date jointly execute an election under subsection 20(24) of the Tax Act and the provisions of any applicable equivalent provincial Laws in respect of the assumption by the Purchaser of those Assumed Liabilities relating to deferred revenue received by the Seller prior to the Closing Date and will each file such election with the applicable Governmental Authority forthwith after the Closing Date.  For greater certainty, the parties confirm that the amount of the Purchase Price as set out in Section 2.04(a) has taken into account the consideration paid by the Seller for the Purchaser’s assumption of the Seller’s obligations relating to such deferred revenue.

SECTION 8.10Subsection 22 Election.  The Seller and the Purchaser will on the Closing Date jointly execute an election under Section 22 of the Tax Act and the provisions of any applicable equivalent provincial Laws as to the sale of the accounts receivable

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of the Seller forming part of the Purchased Assets, will designate therein the applicable portion of the Purchase Price referred to in Section 2.04(b) as the consideration paid by the Purchaser therefor and will each file such election with the applicable Governmental Authority forthwith after the Closing Date.

SECTION 8.11Miscellaneous.

(a)For Tax purposes, the parties agree to treat all payments made pursuant to any indemnification obligations under this Agreement (including, without limitation, pursuant to this Article VIII) as adjustments to the Purchase Price for Tax purposes.

(b)This Article VIII shall be the sole provision governing indemnities for Taxes under this Agreement.

(c)For purposes of this Article VIII, all references to the Purchaser, the Seller, Affiliates and Groupe Modulo shall include their respective successors.

(d)Notwithstanding any provision in this Agreement to the contrary, the covenants and agreements of the parties hereto contained in this Article VIII shall survive the Closing and shall remain in full force until thirty days after the expiration of the applicable statutes of limitations for the Taxes in question (taking into account any extensions or waivers thereof).

(e)Payments by the Seller under this Article VIII shall be limited to the amount of any liability or damage that remains after deducting therefrom any indemnity, contribution or other similar payment recoverable by the Purchaser or Groupe Modulo or any Affiliates of Purchaser from any third party with respect thereto.

ARTICLE IX
CONDITIONS TO CLOSING

SECTION 9.01Conditions to Obligations of the Seller.  The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

(a)Representations, Warranties and Covenants.  (i) The representations and warranties of the Purchaser contained in this Agreement (A) that are not qualified as to “materiality” shall be true and correct in all material respects as of the Closing and (B) that are qualified as to “materiality” shall be true and correct as of the Closing, except to the extent such representations and warranties are made as of another date, in which case such representations and warranties shall be true and correct in all material respects or true and correct, as the case may be, as of such other date, (ii) the covenants and agreements contained in this Agreement to be complied with by the Purchaser on or before the Closing shall have been complied with in all material respects and (iii) the Sellers shall have received a certificate of the Purchaser signed by a duly authorized officer thereof dated as of the Closing Date certifying the matters set forth in clauses (i) and (ii) above;

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(b)Governmental Approvals.  Any waiting period (and any extension thereof) under the Competition Act shall have expired or shall have been terminated or waived;

(c)No Order.  No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order (whether temporary, preliminary or permanent) that has the effect of making the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise restraining or prohibiting the consummation of such transactions, provided, however, that prior to asserting non-satisfaction of this Section 9.01(c), the Seller must have complied with their obligations under Section 6.04; and

(d)Consummation of TL Transactions.  The transactions contemplated by the TL Purchase Agreement shall have been consummated in accordance with its terms.

SECTION 9.02Conditions to Obligations of the Purchaser.  The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

(a)Representations, Warranties and Covenants.  (i) The representations and warranties of the Seller contained in this Agreement (without giving effect to any materiality or Material Adverse Effect qualifier) shall be true and correct as of the date of this Agreement and as of the Closing as though made on and as of the Closing, except to the extent such representations and warranties are made as of a particular date, in which case such representations and warranties shall be true and correct as of such date, except where the failure of such representations and warranties, in the aggregate, to be true and correct would not have a Material Adverse Effect; provided that Section 4.11(i) shall be true and correct, (ii) the covenants and agreements contained in this Agreement to be complied with by the Seller at or before the Closing shall have been complied with in all material respects and (iii) the Purchaser shall have received a certificate of the Seller signed by a duly authorized officer thereof dated as of the Closing Date certifying the matters set forth in clauses (i) and (ii) above;

(b)Governmental Approvals.  Any waiting period (and any extension thereof) under the Competition Act shall have expired or shall have been terminated or waived;

(c)No Order.  No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order (whether temporary, preliminary or permanent) that has the effect of making the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise restraining or prohibiting the consummation of such transactions; provided, however, that prior to asserting non-satisfaction of this Section 9.02(c), the Purchaser must have complied with its obligations under Sections 6.04 and 6.05; and

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(d)Consummation of TL Transactions.  The transactions contemplated by the TL Purchase Agreement shall have been consummated in accordance with their terms.

ARTICLE X
INDEMNIFICATION

SECTION 10.01Survival of Representations, Warranties and Covenants.  The representations and warranties of the parties hereto contained in this Agreement shall survive the Closing for a period of six months after the Closing, except for (i) the representations and warranties set forth in Section 4.18 which shall terminate as of the Closing, (ii) the representation and warranties set forth in the last sentence of Section 4.10, which shall survive until September 30, 2008 and (iii) the representations and warranties set forth in Section 4.01, Section 4.02, the last sentence of Section 4.03 and Section 4.05, which shall survive the Closing indefinitely; provided, however, that any claim made with reasonable specificity by the party seeking to be indemnified within the time periods set forth in this Section 10.01 shall survive until such claim is finally and fully resolved.

SECTION 10.02Indemnification by the Seller.  The Purchaser and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “Purchaser Indemnified Party”) shall from and after Closing be indemnified and held harmless by the Seller for and against all Losses arising out of or resulting from:  (a) the breach of any representation or warranty made by the Seller contained in this Agreement or in any certificate delivered pursuant hereto; (b) the breach of any covenant or agreement by the Seller contained in this Agreement; or (c) the Excluded Liabilities.

SECTION 10.03Indemnification by the Purchaser.  The Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “Seller Indemnified Party”) shall from and after Closing be indemnified and held harmless by the Purchaser for and against any and all Losses, arising out of or resulting from:  (a) the breach of any representation or warranty made by the Purchaser contained in this Agreement or in any certificate delivered pursuant hereto; (b) the breach of any covenant or agreement by the Purchaser contained in this Agreement; (c) the Assumed Liabilities; (d) the conduct of the Business by the Purchaser following the Closing; or (e) any claim or cause of action by any Person arising before or after the Closing against any Seller Indemnified Party with respect to the operations of the Business, except for claims or causes of action with respect to which the Seller is obligated to indemnify the Purchaser Indemnified Parties pursuant to Section 10.02 hereof.

SECTION 10.04Limits on Indemnification.

(a)No claim may be asserted nor may any Action be commenced against either party hereto for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth

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in Section 10.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date.

(b)Notwithstanding anything to the contrary contained in this Agreement:  (i) the Seller shall not be liable for any claim for indemnification pursuant to  Section 10.02(a), unless and until the aggregate amount of indemnifiable Losses which may be recovered from the Seller equals or exceeds $11,000,000, after which the Seller shall be liable only for those Losses in excess of $11,000,000; (ii) no Losses may be claimed under Section 10.02(a) by the Purchaser or shall be reimbursable by or shall be included in calculating the aggregate Losses set forth in clause (i) above other than Losses in excess of $500,000 resulting from any single claim or series of related claims; (iii) the maximum amount of indemnifiable Losses which may be recovered from the Seller arising out of or resulting from the causes set forth in Section 10.02 (a) shall be an amount equal to $82,500,000; provided, that the limitations set forth in clauses (i), (ii) and (ii) above shall not apply with respect to claims for breach of Section 4.01, Section 4.02, the last sentence of Section 4.03, Section 4.05 and the last sentence of Section 4.10; (iv) any qualification of the representations and warranties by reference to the materiality of or Material Adverse Effect, where applicable, relating to the matters stated therein, or words of similar effect, shall be disregarded in determining any breach thereof or the amount of any Loss arising therefrom.

(c)Notwithstanding anything to the contrary contained in this Agreement, none of the parties hereto shall have any liability under any provision of this Agreement or any Ancillary Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future profits, revenue or income, diminution in value or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement or any Ancillary Agreement.

(d)For all purposes of this Article X, “Losses” shall be net of (i) any insurance or other recoveries actually received by the Indemnified Party or any of its Affiliates in connection with the facts giving rise to the right of indemnification, and (ii) any actually realized net Tax benefit available to (net of any actually realized Tax cost incurred by (in each case calculated on a with and without basis)) the Indemnified Party or any of its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses or resulting from the receipt of any indemnification payment under this Article X (including the net present value of any Tax benefit arising in subsequent taxable years) and (iii) any amounts reserved on the Financial Statements with respect to such Loss.

SECTION 10.05Notice of Loss; Third Party Claims.

(a)An Indemnified Party shall give the Indemnifying Party notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, promptly upon such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises.

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(b)If an Indemnified Party shall receive notice of any Action, audit, claim, demand or assessment (each, a “Third Party Claim”) against it which may give rise to a claim for Loss under this Article X, within 30 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim.  The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so, and its acknowledgement of its obligation to indemnify the Indemnified Party with respect to such Third-Party Claim, to the Indemnified Party within 60 days of the receipt of such notice from the Indemnified Party.  If the Indemnifying Party elects to undertake any such defense against a Third Party Claim, the Indemnified Party may participate in such defense at its own expense.  The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party.  If the Indemnifying Party elects to direct the defense of any such claim or proceeding, the Indemnified Party shall not pay, or permit to be paid, any part of such Third Party Claim unless the Indemnifying Party consents in writing to such payment or unless the Indemnifying Party withdraws from the defense of such Third Party Claim liability or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified Party for such Third Party Claim.  If the Indemnified Party assumes the defense of any such claims or proceeding pursuant to this Section 10.05 and proposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall have the right to participate in the settlement or assume or reassume the defense of such claims or proceeding.  The Indemnifying Party shall have the right to settle any Third Party Claim for which it obtains a full release of the Indemnified Party in respect of such Third Party Claim or to which settlement the Indemnified Party consents in writing, such consent not to be unreasonably withheld or delayed.

SECTION 10.06Remedies.  The Purchaser and the Seller acknowledge and agree that (i) following the Closing, except with respect to matters covered by Section 2.08 and other than as provided for in Section 12.10, the indemnification provisions of Section 2.09, Section 3.01(c), Section 6.06(d), Section 7.01(d), Section 7.03(d), Section 7.03(e), Section 7.05, Article VIII, Section 10.02 and Section 10.03 shall be the sole and exclusive remedies of the Purchaser and the Seller for any breach by the other party of the representations and warranties in this Agreement and for any failure by the other party to perform and comply with any covenants and agreements in this Agreement, and (ii) notwithstanding anything herein to the contrary, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of the Purchaser or the Seller, after the consummation of the transactions contemplated by this Agreement, to rescind this Agreement or any of the transactions contemplated hereby.  Each party hereto shall take all reasonable steps to mitigate its Losses upon and after becoming aware of any event which could reasonably be expected to give rise to any Losses.  Notwithstanding anything to the contrary contained in this Agreement, to the extent that an adjustment has been made to the Purchase Price or any other payments are made hereunder in respect of any matter relating to or arising out of this Agreement, such matter

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will not, to the extent of such adjustment or other payment, in and of itself constitute a breach of any representation, warranty, covenant or agreement contained herein, and the Purchaser will not be entitled to any indemnification with respect to such matter.

SECTION 10.07Tax Matters.  Except for Section 10.01, anything in this Article X to the contrary notwithstanding, the rights and obligations of the parties with respect to indemnification for any and all Tax matters shall be solely governed by Article VIII and shall not be subject to the provisions of this Article X.

ARTICLE XI
TERMINATION

SECTION 11.01Termination.  This Agreement may be terminated at any time prior to the Closing:

(a)by either the Seller or the Purchaser if the Closing shall not have occurred by September 30, 2007 (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 11.01(a) shall not be available to (i) any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date, including the Purchaser’s failure to fulfill its obligations under Section 6.04(b) or Section 6.05 or (ii) the Purchaser, if it has failed to fulfill any obligation under the TL Purchase Agreement;

(b)by either the Purchaser or the Seller in the event that any Governmental Order restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement shall have become final and nonappealable; provided, however, that the Purchaser’s right to terminate this Agreement under this Section 11.01(b) shall not be available to the Purchaser if the Purchaser has failed to fulfill any of its obligations under Section 6.04(b) or Section 6.05 or under the TL Purchaser Agreement;

(c)by the Seller if a failure to perform any covenant or agreement on the part of the Purchaser set forth in this Agreement (including an obligation to consummate the Closing) shall have occurred that would, if occurring or continuing on the Closing Date, cause the condition set forth in Section 9.01(a) not to be satisfied, and such condition is not cured, or is incapable of being cured, within 20 days (but not later than the Termination Date) of receipt of written notice by the Seller to the Purchaser of such breach or failure; provided that the Seller is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 9.02 not to be satisfied; or

(d)by the mutual written consent of the Seller and the Purchaser.

SECTION 11.02Effect of Termination.  In the event of termination of this Agreement as provided in Section 11.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except that (a) Section 6.03, this Section 11.02 and Article XII shall survive any termination and (b) nothing herein shall relieve any party from liability for any willful breach of this Agreement occurring prior to such termination; provided that, (i) in the event that the conditions to the Closing set forth in Section 9.02 are satisfied or

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waived in writing by the Purchaser (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction of such conditions) and the Purchaser breaches its obligation to effect the Closing pursuant to Section 2.05 and the Seller terminates this Agreement pursuant to Section 11.01(a), or (ii) the Seller terminates this Agreement pursuant to Section 11.01(c), then, in any case, within two (2) Business Days of such termination), the Purchaser shall pay to the Seller by wire transfer of immediately available funds, for the benefit and on behalf of the Seller, a termination fee in an amount equal to $13,750,000 (the “Termination Fee”).  The Seller’s right to receive the Termination Fee from the Purchaser pursuant to this Section 11.02 or the guarantees thereof pursuant to the Limited Guarantees shall be the sole and exclusive remedy of the Seller against the Purchaser or any of its Affiliates for any losses or damages suffered as a result of the failure of the transactions contemplated hereby to be consummated. In no event, whether or not this Agreement shall have been terminated, and regardless of the circumstances under which it may have been terminated, shall the Purchaser or any of its Affiliates or any of their respective partners, shareholders or members be liable for any losses or damages with respect to this Agreement (or under the Limited Guarantees) in excess of $13,750,000 in the aggregate (inclusive of any obligation to pay the Termination Fee).  Each of the parties hereto acknowledges that (1) the agreements contained in this Section 11.02 are an integral part of the transactions contemplated by this Agreement, without which agreements the parties would not enter into this Agreement, (2) the Termination Fee constitutes liquidated damages and is reasonable in light of the anticipated harm which would be caused by the Purchaser’s material breach of or default under this Agreement, the difficulty of proof of loss, the inconvenience and difficulty of otherwise obtaining an adequate remedy, and the value of the transactions to be consummated hereunder and (3) the Termination Fee is not a penalty.  If the transactions contemplated by this Agreement are terminated as provided herein, all documents, confidential information and other materials received by Purchaser with respect to the Seller shall be treated in accordance with the Confidentiality Agreement, which shall remain in full force and effect notwithstanding the termination of this Agreement.

ARTICLE XII
GENERAL PROVISIONS

SECTION 12.01Expenses.  Except as otherwise specified in this Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be borne by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

SECTION 12.02Notices.  All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by facsimile or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 12.02):

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(a)if to the Seller:

Thomson Canada Limited
Toronto-Dominion Bank Tower
P.O. Box 24
66 Wellington Street West, Suite 2706
Toronto, ON  M5K 1A1

Facsimile:  (416) 360-8812
Attention:  President

with a copy to:

The Thomson Corporation
Metro Center, One Station Place
Stamford, CT  06902

Facsimile:  (203) 539-7779
Attention:  General Counsel

and with a copy to:

Torys LLP
79 Wellington St. W., Suite 3000
Toronto, ON  M5K 1N2

Facsimile:  (416) 865-7380
Attention:  Michael J. Siltala

(b)if to the Purchaser:

Apax/TN Holdings LLC

c/o Apax Partners, L.P.

153 East 53^rd Street

New York, NY 10022

Facsimile:  (212) 319-6155

Attention:  Jacqueline Reses

Christian Stahl

with a copy to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Facsimile:  (212) 455-2502

Attention:  William R. Dougherty

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SECTION 12.03Public Announcements.  None of the parties to this Agreement shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated by this Agreement or otherwise communicate with any news media without the prior written consent of the other party unless such press release or public announcement is required by Law or applicable stock exchange regulation, in which case the parties to this Agreement shall, to the extent practicable, consult with each other as to the timing and contents of any such press release, public announcement or communication.

SECTION 12.04Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to either party hereto.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

SECTION 12.05Entire Agreement.  This Agreement, the Ancillary Agreements and the Confidentiality Agreement constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the Seller and the Purchaser with respect to the subject matter hereof and thereof.

SECTION 12.06Assignment.  This Agreement may not be assigned by operation of Law or otherwise without the express written consent of the Seller and the Purchaser (which consent may be granted or withheld in the sole discretion of the Seller or the Purchaser), as the case may be; provided, that each party may assign its rights under this Agreement, in whole or in part, to one or more of its Affiliates (which, in the case of an assignment by the Purchaser, shall include an entity created for the purpose of acquiring the Purchased Assets), provided that no such assignment shall relieve such party of its obligations hereunder, except in the case of an assignment by the Purchaser to an entity created for the purpose of acquiring the Purchased Assets, in which case the Purchaser shall be relieved of its obligations upon assignment.

SECTION 12.07Amendment.  This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, the Seller and the Purchaser or (b) by a waiver in accordance with Section 12.08.

SECTION 12.08Waiver.  Any party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered by the other party pursuant hereto or (c) waive compliance with any of the agreements of the other party or conditions to such party’s obligations contained herein.  Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the

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party to be bound thereby.  Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement.  The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

SECTION 12.09No Third Party Beneficiaries.  This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns and, for the purposes of Article X, all other Purchaser Indemnified Parties and Seller Indemnified Parties and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.

SECTION 12.10Specific Performance Remedies.  (a) Each of the parties hereto acknowledges and agrees that, in the event of any breach of this Agreement by the Seller, the Purchaser would be irreparably and immediately harmed and could not be made whole by monetary damages.  It is accordingly agreed that (i) the Purchaser shall be entitled, in addition to any other remedy to which it may be entitled, at law or in equity, to compel specific performance of this Agreement in any action instituted in accordance with Section 12.12 and (ii) the Seller will waive, in any action for specific performance, the defense of the adequacy of a remedy at law.  The parties acknowledge and agree that the Seller shall not be entitled to an injunction or injunctions to prevent breaches of this Agreement by the Purchaser or to enforce specifically the terms and provisions of this Agreement and that the Seller’s sole and exclusive remedy with respect to any such breach shall be the remedy set forth in Section 11.02.

(b)In no event shall any former, current or future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers or general or limited partners of the Purchaser or its Affiliates have any liability or obligations relating to or arising out of this Agreement or the transactions contemplated hereby.

SECTION 12.11Governing Law.  This Agreement shall be governed by, and construed in accordance with the Laws of Province of Ontario and the Laws of Canada applicable therein. The parties hereto hereby (a) submit to the non-exclusive jurisdiction of the courts of the Province of Ontario for the purpose of any Action arising out of or relating to this Agreement brought by either party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

SECTION 12.12Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION OR LIABILITY DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES

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THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH ACTION OR LIABILITY, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.12.

SECTION 12.13Counterparts.  This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

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IN WITNESS WHEREOF, the Seller and the Purchaser have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

THOMSON CANADA LIMITED
By:		/s/ Paula R. Monaghan
	Name:	Paula R. Monaghan
	Title:	President
APAX/TN HOLDINGS LLC
By:		/s/ Jacqueline Reses
	Name:	Jacqueline Reses
	Title:	Authorized Signatory

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EXHIBIT 1.01(a)

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of [                      ], 2007 (this “Agreement”), is between Thomson Canada Limited, a corporation incorporated under the laws of the Province of Ontario (the “Seller”) and [                      ], a [                      ] (the “Purchaser”).

WHEREAS, the Seller and the Purchaser are parties to a Purchase Agreement, dated as of May 11, 2007, as assigned (the “Purchase Agreement”; capitalized terms used herein and not otherwise defined herein shall have the meanings attributed thereto in the Purchase Agreement), pursuant to which the Seller thereunder agreed to sell to the Purchaser and the Purchaser agreed to purchase from the Seller, the Purchased Shares and the Purchased Assets, upon the terms and subject to the conditions set forth therein; and

WHEREAS, the Seller wishes to assign to the Purchaser the Contracts forming part of the Purchased Assets (the “Assigned Agreements”), and the Purchaser wishes to assume such assignment, all in accordance with the terms hereof and the Purchase Agreement; and

WHEREAS, in accordance with the terms hereof and the Purchase Agreement, the Purchaser hereby agrees to, and has agreed to assume, pay, perform and discharge when due, the Assumed Liabilities;

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants set forth in the Purchase Agreement and hereinafter set forth, the Purchaser and the Seller hereby agree as follows:

1.     Assignment of Assigned Agreements.  The Seller hereby assigns, transfers, conveys and delegates to the Purchaser any and all of its interest in and rights, duties and obligations set forth in the Assigned Agreements.

2.     Assumption of Assigned Agreements.  Effective as of the date hereof, the Purchaser accepts the assignment of the Assigned Agreements from the Seller and assumes full responsibility for the full performance of, and undertakes, assumes and agrees to perform, pay or otherwise discharge when due, any and all debts, obligations and liabilities of the Seller arising under the Assigned Agreements, whether arising prior to, on or after the date hereof.

3.     Assumption of Liabilities.  (a)  The Purchaser hereby assumes, and agrees to pay, perform and discharge when due, all of the Assumed Liabilities.

(b)           Notwithstanding the foregoing provisions of paragraph (a) above, the Purchaser does not assume, or agree to pay, perform or discharge when due, any Excluded Liabilities.

4.     Agreements Held In Trust.  The Seller hereby declares that, as to any of the Assigned Agreements hereby assigned, the title to which may not have passed to the Purchaser by virtue of this Agreement or any transfer or assignment which may from time to time be

executed and delivered pursuant to the provisions hereof or of the Purchase Agreement, the Seller holds such Assigned Agreements in trust for the benefit of the Purchaser to transfer and assign the same as the Purchaser may from time to time direct.  For greater certainty, Section 1 shall not apply in respect of any Contract, the assignment of which requires the consent of any other party or parties and such consent has not or cannot be obtained.  The Seller shall hold such Contract in trust for the benefit of the Purchaser and shall take any and all action with respect thereto as the Purchaser may reasonably direct for the Purchaser’s account and benefit.

5.     Assignment.  This Agreement may not be assigned by operation of law or otherwise without the express written consent of the Seller and the Purchaser (which consent may be granted or withheld in the sole discretion of the Seller or the Purchaser), as the case may be.

6.     No Third Party Beneficiaries.  This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person, including, without limitation, any union or any employee or former employee of the Seller, any legal or equitable right, benefit or remedy of any nature whatsoever, including, without limitation, any rights or employment for any specified period, under or by reason of this Agreement.

7.     Amendment.  This Agreement may not be amended or modified except (a) by an instrument in writing signed by the Seller and the Purchaser, or (b) by a waiver pursuant to Section 8 below.

8.     Waiver.  Either party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered by the other party pursuant hereto, or (c) waive compliance with any of the agreements of the other party or conditions to such party’s obligations contained herein.  Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby.  Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement.  The failure of any party to assert any of its rights hereunder shall not constitute a waiver of any such rights.

9.     Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

10.   Counterparts.  This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in

separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

11.   Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario, and the federal laws of Canada applicable therein.

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date first above written.

THOMSON CANADA LIMITED
By:
	Name:
	Title:

[PURCHASER]
By:
	Name:
	Title:

EXHIBIT 1.01(b)

FORM OF CONVEYANCE

THIS CONVEYANCE, dated as of [                      ], 2007 (this “Conveyance”), from Thomson Canada Limited, a corporation incorporated under the laws of the Province of Ontario (the “Seller”), to [                      ], a [                      ] (the “Purchaser”).

WHEREAS, the Seller and the Purchaser are parties to a Purchase Agreement, dated as of  May 11, 2007, as assigned (the “Purchase Agreement”; capitalized terms used herein and not otherwise defined herein shall have the meanings attributed thereto in the Purchase Agreement), pursuant to which the Seller thereunder agreed to sell to the Purchaser and the Purchaser agreed to purchase from the Seller, the Purchased Shares and the Purchased Assets, upon the terms and subject to the conditions set forth therein; and

WHEREAS, pursuant to the Purchase Agreement, the Seller has agreed to sell, assign, transfer, convey and deliver to the Purchaser the Purchased Assets, and the Purchaser has agreed to purchase the Purchased Assets;

NOW, THEREFORE, in consideration of the promises and mutual agreements set forth in the Purchase Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Seller does hereby agree as follows:

1.     Sale of Assets.  The Seller hereby sells, assigns, transfers, conveys, and delivers to the Purchaser and its successors and assigns, forever, the entire right, title and interest of the Seller in and to any and all of the Purchased Assets.

2.     Obligations and Liabilities Not Assumed.  Nothing expressed or implied in this Conveyance shall be deemed to be an assumption by the Purchaser of any Liabilities of the Seller.  The Purchaser does not by this Conveyance, agree to assume or agree to pay, perform or discharge any liabilities of the Seller of any nature, kind or description whatsoever.

3.     Assets Held In Trust.  The Seller hereby declares that, as to any of the assets, rights or interests intended to be included in the Purchased Assets hereby conveyed, the title to which may not have passed to the Purchaser by virtue of this Conveyance or any transfer or assignment which may from time to time be executed and delivered pursuant to the provisions hereof or of the Purchase Agreement, the Seller holds such assets, rights or interests in trust for the benefit of the Purchaser to transfer and assign the same as the Purchaser may from time to time direct.  For greater certainty, Section 1 shall not apply in respect of any Purchased Asset, the assignment of which requires the consent of any other party or parties and such consent has not or cannot be obtained.  The Seller shall hold such Purchased Asset in trust for the benefit of the Purchaser and shall take any and all action with respect thereto as the Purchaser may reasonably direct for the Purchaser’s account and benefit.

4.     Further Assurances.  The Seller hereby covenants and agrees that, at any time and from time to time after the date of this Conveyance, at the Purchaser’s reasonable request, the Seller will do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, any and all further acts, conveyances, transfers, assignments, and

assurances as necessary to sell, assign, convey, transfer, or deliver to the Purchaser any of the Purchased Assets.

5.     Power of Attorney.  The Seller does hereby irrevocably constitute and appoint the Purchaser, its successors and assigns, its true and lawful attorney, with full power of substitution, in its name or otherwise, and on behalf of such Seller, or for its own use, to claim, demand, collect and receive at any time and from time to time any and all of the Purchased Assets, and to prosecute the same at law of in equity and, upon discharge thereof, to complete, execute and deliver any and all necessary instruments of satisfaction and release.

6.     No Third Party Beneficiaries.  This Conveyance shall be binding upon and inure solely to the benefit of the Purchaser and its permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person, any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Conveyance.

7.     Severability.  If any term or other provision of this Conveyance is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Conveyance shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either the Seller or the Purchaser.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Conveyance so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated by this Conveyance are consummated as originally contemplated to the greatest extent possible.

8.     No Modification.  The Seller, by its execution of this Conveyance, and the Purchaser, by its acceptance of this Conveyance, each hereby acknowledges and agrees that neither the representations and warranties nor the rights, remedies or obligations of any party under the Purchase Agreement shall be deemed to be enlarged, modified or altered in any way by this instrument.

9.     Governing Law.  This Conveyance and Assignment shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

IN WITNESS WHEREOF, this Conveyance has been executed by the Seller and the Purchaser as of the date first above written.

		THOMSON CANADA LIMITED
		By:
			Name:
			Title:
ACCEPTED AND AGREED:
[PURCHASER]
By:
	Name:
	Title:

EXHIBIT 1.01(c)

SELLER’S KNOWLEDGE

[Redacted]

EXECUTION COPY

AMENDMENT NO. 1 TO THE PURCHASE AGREEMENT

AMENDMENT No. 1 (this “Amendment”), dated as of July 5, 2007, to the purchase agreement dated as of May 11, 2007 (the “Purchase Agreement”) between Thomson Canada Limited (the “Seller”) and Apax/TN Holdings LLC, as assigned to Nelson Education Ltd. (the “Purchaser”).  Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Purchase Agreement.

WHEREAS, the Seller and the Purchaser entered into the Purchase Agreement pursuant to which the Seller agreed to sell, and the Purchaser agreed to purchase, the Purchased Assets and the Purchased Shares, all upon the terms and subject to the conditions set forth therein; and

WHEREAS, the parties hereto desire to amend the Purchase Agreement as set forth in this Amendment in accordance with Section 12.07 thereof;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment hereby agree as follows:

SECTION 1.      Purchase Price.  Section 2.04(a) of the Purchase Agreement is hereby amended by deleting the amount “$550,000,000” and substituting therefor “$546,500,000”.

SECTION 2.      Closing.  Section 2.05 of the Purchase Agreement is hereby amended by deleting the date “July 3, 2007” and substituting therefor “July 5, 2007”.

SECTION 3.      Andrew Clowes.

3.01         Section 1.01 of the Purchase Agreement is hereby amended by inserting the following definition in correct alphabetical order:

“Clowes Agreement” means the Executive Retirement Allowance Agreement dated January 29, 2001 between Andrew Clowes and Nelson Canada, division of Thomson Canada Limited.”

3.02         Section 2.03 of the Purchase Agreement is hereby amended by inserting the following as a new clause (p) at the end thereof:

“the Clowes Agreement;”

3.03         Section 3.01(b) of the Purchase Agreement is hereby amended by inserting the following as a new clause (iv.1):

“all Liabilities of the Seller under the Clowes Agreement;”

SECTION 4.      Non-Competition.  Clause (i) of Section 6.07(a) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“(i)          engaging in any business or activities conducted by any Non-Competition Party as of the Closing Date, including the businesses or activities set forth on Section 6.07 of the Disclosure Schedule, and any reasonable extension or development thereof;”

SECTION 5.      Retention Agreements; Severance.

5.01         Section 7.05 of the Purchase Agreement is hereby amended by inserting the following as a new clause (c) at the end thereof:

“In connection with the Seller’s obligations under the Executive Retention Agreements (but excluding amounts due pursuant to the 2007 Management Incentive Plan under the Executive Retention Agreements), the Seller shall, upon receipt from the Purchaser of a written notice no less than ten (10) Business Days prior to the date such amounts are due, advance such amounts to the Purchaser one (1) Business Day prior to such payment date.  On such payment date, the Purchaser shall pay such amounts due under the Executive Retention Agreements in accordance with and subject to the terms and conditions of the applicable Executive Retention Agreement less any amounts required to be withheld or deducted under applicable Law, which amounts shall be timely remitted by the Purchaser to the applicable Governmental Authority.  In the case of any Employee covered under an Executive Retention Agreement who is not a Transferred Employee, on the payment date of the bonus, if any, under the 2007 Management Incentive Plan (which date, for the avoidance of doubt is on or before March 15, 2008), the Seller shall pay the 2007 Management Incentive Plan payment(s) referenced above to such Employee(s), in accordance with and subject to the terms and conditions of the applicable Executive Retention Agreement(s) and the 2007 Management Incentive Plan, and the Purchaser shall reimburse the Seller for the amount of such payment(s) on the same day such payment(s) are made by the Seller, including any amounts required to be withheld or deducted under applicable Law, which amounts shall be timely remitted by the Seller to the applicable Governmental Authority.  The Seller shall provide to the Purchaser a written notice indicating the amount of such 2007 Management Incentive Plan payment(s) no less than three (3) Business Days prior to the payment date thereof.”

SECTION 6.      GST Legislation.  The second sentence of Section 8.08 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“The Purchaser will, not later than fifteen (15) days following the Closing Date, execute an election pursuant to Section 167 of the GST Legislation and the equivalent provisions of any applicable equivalent provincial Laws, made jointly by the parties, in compliance with the requirements of the GST Legislation and applicable equivalent provincial Laws and will file such election with the applicable Governmental Authoritynot later than fifteen (15) days following the Closing Date.”

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SECTION 7.      Subsection 20(24) Election.  The first sentence of Section 8.09 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“The Seller and the Purchaser will, not later than fifteen (15) days following the Closing Date, jointly execute an election under subsection 20(24) of the Tax Act and the provisions of any applicable equivalent provincial Laws in respect of the assumption by the Purchaser of those Assumed Liabilities relating to deferred revenue received by the Seller prior to the Closing Date and will each file such election with the applicable Governmental Authority not later than fifteen (15) days following the Closing Date.”

SECTION 8.      Subsection 22 Election.  Section 8.10 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“The Seller and the Purchaser will, not later than fifteen (15) days following the Closing Date, jointly execute an election under Section 22 of the Tax Act and the provisions of any applicable equivalent provincial Laws as to the sale of the accounts receivable of the Seller forming part of the Purchased Assets, will designate therein the applicable portion of the Purchase Price referred to in Section 2.04(b) as the consideration paid by the Purchaser therefor and will each file such election with the applicable Governmental Authority not later than fifteen (15) days following the Closing Date.”

SECTION 9.      Entire Agreement.  The Purchase Agreement (as amended by this Amendment), the Ancillary Agreements and the Confidentiality Agreement constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the Seller and the Purchaser with respect to the subject matter hereof and thereof.

SECTION 10.    Severability.  If any term or other provision of this Amendment is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Amendment shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated by the Purchase Agreement (as amended by this Amendment) is not affected in any manner materially adverse to either party hereto.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify the Purchase Agreement (as amended by this Amendment) so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by the Purchase Agreement (as amended by this Amendment) are consummated as originally contemplated to the greatest extent possible.

SECTION 11.    Counterparts.  This Amendment may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

SECTION 12.    Governing Law.  This Amendment shall be governed by, and construed in accordance with the Laws of Province of Ontario and the Laws of Canada

3

applicable therein. The parties hereto hereby (a) submit to the non-exclusive jurisdiction of the courts of the Province of Ontario for the purpose of any Action arising out of or relating to this Amendment brought by either party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Amendment or the transactions contemplated by the Purchase Agreement (as amended by this Amendment) may not be enforced in or by any of the above-named courts.

SECTION 13.    Full Force and Effect.  Except as amended hereby, the Purchase Agreement shall remain in full force and effect.

<Remainder of Page Intentionally Left Blank>

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IN WITNESS WHEREOF, the Seller and the Purchaser have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

THOMSON CANADA LIMITED
By:		/s/ Paula R. Monaghan
	Name:	Paula R. Monaghan
	Title:	President and Secretary

NELSON EDUCATION LTD.
By:		/s/ Michael Lank
	Name:	Michael Lank
	Title:	President

EXECUTION VERSION

AMENDMENT NO. 2 TO THE PURCHASE AGREEMENT

AMENDMENT No. 2 (this “Amendment”), dated as of September 7, 2007, to the purchase agreement dated as of May 11, 2007, as amended by Amendment No. 1 dated as of July 5, 2007 (the “Purchase Agreement”) between Thomson Canada Limited (the “Seller”) and Apax/TN Holdings LLC, as assigned to Nelson Education Ltd. (the “Purchaser”).  Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Purchase Agreement.

WHEREAS, the Seller and the Purchaser entered into the Purchase Agreement pursuant to which the Seller agreed to sell, and the Purchaser agreed to purchase, the Purchased Assets and the Purchase Shares, all upon the terms and subject to the conditions set forth therein; and

WHEREAS, the parties hereto desire to amend the Purchase Agreement as set forth in this Amendment in accordance with Section 12.07 thereof;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment hereby agree as follows:

SECTION 1.      Adjustment of the Purchase Price.  Section 2.08 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“(a)         Within 76 days after the Closing Date, the Purchaser shall prepare and deliver to the Seller the Initial Working Capital Statement.

(b)           At all reasonable times during the 45 days immediately following the Seller’s receipt of the Initial Working Capital Statement, the Seller and its representatives shall be permitted to review the records of the Purchaser relating to the Business relating to the Initial Working Capital Statement reasonably requested by the Seller, and the Purchaser shall make reasonably available to the Seller and its representatives the individuals employed by the Purchaser and responsible for the preparation of the Initial Working Capital Statement in order to respond to the inquiries of the Seller related thereto.

(c)           The Seller shall deliver to the Purchaser by the Objection Deadline Date either a notice indicating that the Seller accepts the Initial Working Capital Statement (“Notice of Acceptance”) or a detailed statement describing its objections to the Initial Working Capital Statement (“Notice of Disagreement”).  If the Seller delivers to the Purchaser a Notice of Acceptance, or the Seller does not deliver a Notice of Disagreement by the Objection Deadline Date, then, effective as of either the date of delivery of such Notice of Acceptance or as of the end of the Objection Deadline Date, the Initial Working Capital Statement shall be deemed to be the Final Working Capital Statement.  If the Seller timely delivers a Notice of Disagreement, only those matters specified in such Notice of Disagreement shall be deemed to be in dispute, and all other matters shall be final and binding upon the Purchaser and the Seller.

(d)           The objections set forth on the Notice of Disagreement shall be resolved as follows:

(i)            The Seller and the Purchaser shall first use reasonable efforts to resolve such objections.

(ii)           Any resolution by the Seller and the Purchaser as to such objections shall be final and binding on the parties.

(iii)          If the Seller and the Purchaser do not reach a resolution of all objections set forth on the Seller’s Notice of Disagreement within 30 days after delivery of such Notice of Disagreement, the Seller and the Purchaser shall, within 30 days following the expiration of such 30-day period, engage the Neutral Accountant, pursuant to an engagement agreement executed by the Seller, the Purchaser and the Neutral Accountant, to resolve any Unresolved Objections.

(iv)          The Neutral Accountant shall be instructed only to resolve the Unresolved Objections, and shall be instructed not to otherwise investigate such matters independently.  The Purchaser and the Seller shall cause the Neutral Accountant to make a final determination (which determination shall be binding on the parties hereto) of the Closing Working Capital within 30 days from the date the Unresolved Objections was submitted to the Neutral Accountant, and such final determination shall be deemed the Final Working Capital Statement.  During the 30-day review by the Neutral Accountant, the Purchaser and the Seller shall each make available to the Neutral Accountant such individuals and such information, books and records as may be reasonably required by the Neutral Accountant to make its final determination.

(v)           The resolution by the Neutral Accountant of the Unresolved Objections shall be conclusive and binding upon the Seller and the Purchaser.  The Seller and the Purchaser agree that the procedure set forth in this Section 2.08(d) for resolving disputes with respect to the Initial Working Capital Statement shall be the sole and exclusive method for resolving any such disputes.

(vi)          The Seller and the Purchaser shall share the fees and expenses of the Neutral Accountant equally.

(e)           The Initial Working Capital Statement shall be deemed to be the Final Working Capital Statement for the purposes of this Section 2.08 upon the earliest of (x) the delivery by the Seller of the Notice of Acceptance or the failure of the Seller to deliver the Notice of Disagreement by the Objection Deadline Date pursuant to Section 2.08(c), (y) the resolution of all disputes by the Seller and the Purchaser pursuant to Section 2.08(d)(ii) and (z) the resolution of all disputes pursuant to Section 2.08(d)(iv) by the Neutral Accountant.  Within five (5) Business Days after the Final Working Capital Statement becomes or is deemed final and binding on the parties, an adjustment to the Purchase Price shall be made as follows:

(i)            If the Closing Working Capital as shown on the Final Working Capital Statement is less than the Reference Working Capital Amount (such difference, the “Deficiency”) by more than Cdn$3,000,000, the Purchase Price shall be reduced by the

amount equal to the difference between the Deficiency and Cdn$3,000,000 and the Seller shall pay to the Purchaser such amount, by wire transfer of immediately available funds, within three (3) Business Days after the date on which the Final Working Capital Statement is finally determined pursuant to this Section 2.08; provided, however, that such amount payable by the Seller under this Section 2.08(e)(i) shall not exceed Cdn$15,000,000.

(ii)           If the Closing Working Capital as shown on the Final Working Capital Statement exceeds the Reference Working Capital Amount (such difference, the “Excess”) by more than Cdn$3,000,000, the Purchase Price shall be increased by the amount equal to the difference between the Excess and Cdn$3,000,000 and the Purchaser shall pay to the Seller such amount, by wire transfer of immediately available funds, within three (3) Business Days after the date on which the Final Working Capital Statement is finally determined pursuant to this Section 2.08; provided, however, that such amount payable by the Purchaser under this Section 2.08(e)(ii) shall not exceed Cdn$15,000,000.

(f)            Any payment required to be made by the Seller or the Purchaser pursuant to this Section 2.08 shall bear interest from the Closing Date through the date of payment at the interest rate per annum equal to the prime rate as published in The Wall Street Journal on the Friday before the payment is to be made.

(g)           If the delivery deadline date for the Initial Working Capital Statement or the Objection Deadline Date is a day that is not a Business Day, the applicable delivery deadline date shall be the immediately following Business Day.  The procedures for preparing the Initial Working Capital Statement and the Final Working Capital Statement as set forth in this Section 2.08 may be modified by mutual written agreement between the Seller and the Purchaser.”

SECTION 2.      (a) The definition of Initial Working Capital Statement contained in Section 1.01 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

““Initial Working Capital Statement” means a statement setting forth the Purchaser’s determination of the Closing Working Capital prepared using the same accounting policies, principles and methodologies as used in the preparation of, the Reference Balance Sheet.”

(b)The definition of Objection Deadline Date contained in Section 1.01 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

““Objection Deadline Date” means the date 45 days after delivery by the Purchaser to the Seller of the Initial Working Capital Statement.”

(c)           The definition of Unresolved Objections contained in Section 1.01 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

““Unresolved Objections” means the objections set forth on the Seller’s Notice of Disagreement delivered to the Purchaser pursuant to Section 2.08 that remain unresolved pursuant to Section 2.08(d)(iii).”

SECTION 3.      Entire Agreement.  The Purchase Agreement (as amended by this Amendment), the Ancillary Agreements and the Confidentiality Agreement constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the Seller and the Purchaser with respect to the subject matter hereof and thereof.

SECTION 4.      Severability.  If any term or other provision of this Amendment is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Amendment shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated by the Purchase Agreement (as amended by this Amendment) is not affected in any manner materially adverse to either party hereto.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify the Purchase Agreement (as amended by this Amendment) so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by the Purchase Agreement (as amended by this Amendment) are consummated as originally contemplated to the greatest extent possible.

SECTION 5.      Counterparts.  This Amendment may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

SECTION 6.      Governing Law.  This Amendment shall be governed by, and construed in accordance with, the Laws of the Province of Ontario and the Laws of Canada applicable therein.  The parties hereto hereby (a) submit to the exclusive jurisdiction of the courts of the Province of Ontario for the purpose of any Action arising out of or relating to this Amendment brought by either party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Amendment or the transactions contemplated by the Purchase Agreement (as amended by this Amendment) may not be enforced in or by any of the above-named courts.

SECTION 7.      Full Force and Effect.  Except as amended hereby, the Purchase Agreement shall remain in full force and effect.

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IN WITNESS WHEREOF, the Seller and the Purchaser have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

THOMSON CANADA LIMITED
By:		/s/ Paula R. Monaghan
	Name:	Paula R. Monaghan
	Title:	President and Secretary

NELSON EDUCATION LTD.
By:		/s/ Martin Day
	Name:	Martin Day
	Title:	Vice President

NELSON EDUCATION LTD.
By:		/s/ Michael Lank
	Name:	Michael Lank
	Title:	Vice President