THOMSON REUTERS STOCK INCENTIVE PLAN

Section 1.

General Provisions

1.1

Purpose

1.2

Definitions

(a)

“ Administrator ” means any person or group of persons to whom the Committee delegates any or all of its powers pursuant to Section 1.3(c)(v).

(b)

“ Associate ” means “associate” as defined by the Toronto Stock Exchange from time to time in its rules and regulations governing stock option plans, stock purchase plans and other related matters.

(c)

“ Award ” means an Option, SAR, RSU or other award granted pursuant to this Plan.

(d)

“ Award Agreement ” means any written or electronic agreement or other document(s) specifying the terms and conditions applicable to an Award, which may be accepted or acknowledged by a Participant through electronic or other non-paper means.

(e)

“ Blackout Period ” means any period imposed by Thomson Reuters during which specified individuals, including Insiders of the Corporation, may not trade in the Corporation’s securities (including for greater certainty when specific individuals are restricted from trading because they are in possession of material nonpublic information).

(f)

“ Board ” means the board of directors of the Corporation.

(g)

“ Business Day ” means a day on which the New York Stock Exchange (or, if appropriate, any other exchange that is used to determine Fair Market Value) is open for trading.

(h)

“ Code ” means the United States Internal Revenue Code of 1986, as amended, including all regulations thereunder.

(i)

“ Committee ” means the Human Resources Committee of the Board, any successor committee of the Board, or any subcommittee established by the Committee to administer the Plan or person or group of persons to whom the Committee has delegated any or all of its powers to administer the Plan and to perform the functions set forth herein.

(j)

“ Common Shares ” means common shares in the capital of Thomson Reuters Corporation, provided that “Common Shares” shall include all shares or other securities issued in substitution for the Common Shares as provided for in Section 1.6.

(k)

“ Corporation ” means Thomson Reuters Corporation and its successors.

(l)

“ Employee ” means any employee or officer of Thomson Reuters or such other person as may be determined from time to time by the Committee.

(m)

“ Employer ” means the entity within Thomson Reuters which employs a Participant and, if more than one, such entity as determined for this purpose by the Committee.

(n)

“ Fair Market Value ” on any day means the closing price in U.S. dollars of a Common Share on the New York Stock Exchange on the immediately preceding Business Day, or if not so traded on such date, the average of the closing bid and asked prices on such exchange for that date; provided, however, that (i) if the Common Shares are not traded on the New York Stock Exchange or (ii) if in the discretion of the Committee, such exchange does not reflect the fair market value of the Common Shares, then “Fair Market Value” shall mean the closing price in the applicable trading currency of a Common Share on the other primary trading market for the Common Shares, which as of the date of this Plan is the Toronto Stock Exchange, such closing price to be converted into U.S. dollars or other applicable currency (based on the mid-market noon spot rate for exchange on the immediately preceding Business Day), in each case using such closing price reported in such source as the Committee deems to be reliable.  If the Common Shares are not traded on the New York Stock Exchange or on any other trading market, the Committee shall determine in its sole discretion in good faith a method for determining “Fair Market Value” as of a particular date.

(o)

“ Insider ” means an “insider” as defined by the Toronto Stock Exchange from time to time in its rules and regulations governing Security Based Compensation Arrangements and other related matters.

(p)

“ ISO ” means an Option that qualifies as an incentive stock option within the meaning of Section 422 of the Code and is designated as such by the Committee at the date of its grant.

(q)

“ Non-U.S. Participant ” means a Participant who is not a “United States person” within the meaning of Section 7701(a)(30) of the Code, as either a citizen or resident.

(r)

“ Option ” means an option granted under the Plan to purchase Common Shares.

(s)

“ Participant ” means any Employee selected by the Committee to participate in the Plan, or as the context requires, any beneficiary thereof.

(t)

“ Plan ” means this Stock Incentive Plan of Thomson Reuters, as amended, including any supplements, schedules, guidelines, rules and regulations adopted by the Committee, from time to time.

(u)

“ RSU ” means a restricted share unit granted under the Plan.

(v)

“ SAR ” means a stock appreciation right, and includes a Tandem SAR or a Stand Alone SAR granted under the Plan.

(w)

“ Security Based Compensation Arrangement ” means a “security based compensation arrangement” as defined by the Toronto Stock Exchange from time to time in its rules and regulations governing stock option plans, stock purchase plans, stock appreciation rights and other related matters.

(x)

“ Stand Alone SAR ” means a SAR not granted in tandem with an Option.

(y)

“ Subsidiary ” means any corporation of which not less than 50% of the total combined voting power of all classes of stock is held directly or indirectly by the Corporation, whether or not such corporation now exists or is hereafter organized or acquired directly or indirectly by the Corporation. “Subsidiary” also means an unincorporated business entity, such as a limited liability company or partnership, in which the Corporation holds directly or indirectly not less than 50% of the total combined voting power with respect to all classes of equity ownership of such entity, whether or not such unincorporated business entity now exists or is hereafter organized or acquired directly or indirectly by the Corporation.

(z)

“ Tandem SAR ” means a SAR granted in connection with an Option.

(aa)

“ Thomson Reuters ” means Thomson Reuters Corporation and its Subsidiaries or any one of them, as the context requires.

(bb)

“ U.S. Participant ” means a Participant who is a “United States person” within the meaning of Section 7701(a)(30) of the Code, as either a citizen or resident.

1.3

Administration

(a)

The Plan shall be administered by the Committee.

(b)

Subject to the limitations of the Plan, the Committee shall have the responsibility and authority to:

(i)

select those Employees who may participate in the Plan; and

(ii)

grant Awards under the Plan to Participants and determine the timing of such Awards.

(c)

Subject to the limitations of the Plan, the Committee shall be empowered to:

(i)

establish any limitations, restrictions, terms and conditions upon any Awards under the Plan;

(ii)

interpret the Plan;

(iii)

adopt, amend and rescind such administrative guidelines and other rules and regulations relating to the Plan as it shall from time to time deem advisable, including, without limitation, special guidelines and provisions for persons who are residing in, or are subject to, the taxes and currencies of, countries other than the United States, Canada and the United Kingdom;

(iv)

make any other determination and take any other action in connection with the implementation and administration of the Plan as it may deem necessary or advisable or as the Board may direct, including, without limitation, correcting any defect or omission or reconciling any inconsistency in the Plan or an Award; and

(v)

delegate to any person or committee of persons any or all of its powers and authorities under the Plan, including, without limitation, authorizing any person to execute on behalf of the Corporation any instrument required to effectuate the grant of an Award previously approved by the Committee and maintaining records relating to Awards, vesting, exercises, forfeitures and expiration of Awards.

(d)

All decisions, determinations and interpretations of the Committee on matters with respect to the Plan within its authority shall be final, conclusive and binding upon the Corporation and all Participants, except as otherwise determined by the Board.

(e)

Each of the Corporation, the Board, the Committee and any Administrator may consult with professional advisors, including, without limitation, legal counsel, who may be counsel for the Corporation, the Board, the Committee, the Administrator or other counsel, with respect to its obligations or duties hereunder or with respect to any action or proceeding or any question of law and neither the Corporation nor any member of the Board or the Committee or any Administrator shall be liable with respect to any action taken or omitted by it pursuant to the advice of such counsel or any other action taken or omitted by it in good faith.

(f)

To the fullest extent permitted by law, the Corporation shall indemnify and hold harmless each person who is a member of the Board, the Committee, or an Administrator with respect to any action, proceeding or claim of any kind made against such person resulting from any action taken or omitted by him or her in connection with the administration of the Plan unless, in each case, such action was taken or made by such person in bad faith and without reasonable belief that it was in the best interests of Thomson Reuters. The Corporation shall not be liable to a Participant for any loss resulting from a decline in the market value of any Common Shares. There is no assurance of any particular value as a result of an Award.

(g)

A Participant’s right to receive Common Shares hereunder is an unfunded entitlement only against the general assets of the Corporation. Each Participant has only the status of a general unsecured creditor and an Award Agreement constitutes only a promise by the Corporation to deliver Common Shares in accordance with the terms and conditions of an Award Agreement.

1.4

Participation

(a)

In selecting Participants and in granting Awards, the Committee may give consideration to:

(i)

the functions and responsibilities of the Participant;

(ii)

his or her past, present and potential contributions to the profitability and growth of Thomson Reuters;

(iii)

the value of his or her services to Thomson Reuters; and

(iv)

other factors deemed relevant by the Committee.

(b)

Participation in the Plan is entirely discretionary.  Neither the Plan nor any Award hereunder shall give any Participant any right with respect to continuance of employment or appointment by Thomson Reuters, nor shall the Plan or any Award hereunder impose a limitation in any way on the right of Thomson Reuters to terminate any Participant’s employment or appointment at any time.  Thomson Reuters does not assume responsibility for the income and other tax consequences for the Participants and each Participant is advised to consult with the Participant’s own tax advisors.

1.5

Shares Available, Restrictions and Fractions

(a)

The maximum number of Common Shares which may be issued under the Plan is 50,000,000 (provided that not more than 5,000,000 Common Shares or other awards based on Common Shares shall be granted under Section 5.1), subject to adjustment as provided in Section 1.6. Such Common Shares may consist, in whole or in part, of authorized and unissued Common Shares held in treasury or Common Shares purchased on the open market or a combination thereof.

(b)

The maximum number of Common Shares which may be issued under Awards held by a Participant may not at any time exceed 5% of the number of outstanding Common Shares at such time determined on a non-diluted basis.

(c)

The maximum number of Common Shares for which Awards may be granted and which may be otherwise awarded under the Plan to a Participant during any one year period is 5,000,000 Common Shares, subject to adjustment as provided in Section 1.6.

(d)

The maximum number of Common Shares which may be issued under Awards held by a Participant and which may be issued under any other Security Based Compensation Arrangement of Thomson Reuters:

(i)

to all Insiders may not at any time exceed 10% of the number of outstanding Common Shares at such time determined on a non-diluted basis; and

(ii)

to an Insider and such Insider’s Associates during any one year period may not exceed 5% of the number of outstanding Common Shares at such time determined on a non-diluted basis.

(e)

The maximum number of Common Shares which may be issued under the Plan through ISOs is 5,000,000, subject to adjustment as provided for in Section 1.6.

(f)

Any Common Share issuable pursuant to an outstanding Award that is, for any reason, cancelled, expired, forfeited or terminated without having been exercised in full shall again be available for Awards under the Plan.

(g)

No fractional shares shall be issued under the Plan, and the Committee shall determine, in its sole discretion, the manner in which fractional share values shall be treated for any purpose.

(h)

As soon as practicable after receipt of a properly completed and signed written notice of exercise of an Option or SAR and receipt of payment in full for the Common Shares to be acquired upon exercise of an Option or upon the vesting of an RSU or other Award, the Corporation will cause to be mailed to the Participant by registered or certified mail or will courier the certificates representing the Common Shares purchased or acquired.  Alternatively, other evidence of ownership of the Common Shares will be sent to the Participant if the Common Shares are to be held in book-entry form.

1.6

Adjustments

(a)

the number or kind of shares or other securities reserved for issuance pursuant to the Plan;

(b)

the number or kind of shares or other securities subject to outstanding Awards; and

(c)

the exercise price of shares or other securities subject to outstanding Awards;

1.7

Withholding