THOMSON REUTERS U.S. EMPLOYEE STOCK PURCHASE PLAN

This U.S. Employee Stock Purchase Plan (the “ Plan ”) has been adopted by the Company in order to provide eligible Employees of Designated Subsidiaries of the Company with an opportunity to purchase Common Shares. The Plan has been established as a means of further aligning the interests of Employees with those of the Company’s shareholders. Prior to April 1, 2008, the Plan was intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the U.S. Internal Revenue Code of 1986, as amended (the “ Code ”).  Effective for Offering Periods that commence on or after April 1, 2008, the Plan is not intended to so comply and has been amended as provided herein accordingly.

For purposes of the Plan, the following terms shall be defined as set forth below:

“ Administrator ” means the Board, or if and to the extent the Board delegates administration of the Plan, the Committee or its designees in accordance with Section 12 below.

“ Board ” shall mean the Board of Directors of the Company.

“ 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.

“ Code ” shall have the meaning set forth in Section 1, including all regulations thereunder.

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

“ Common Shares ” shall mean common shares in the capital of Thomson Reuters Corporation, and shall include all shares or other securities issued in substitution for the Common Shares, as provided for in Section 17.

“ Company ” shall mean Thomson Reuters Corporation and its successors.

“ Compensation ” shall mean the total compensation paid to an Employee, including all salary, wages, commissions, overtime pay and other remuneration paid directly to the Employee, but excluding referral and hiring bonuses, incentive bonuses, profit sharing, deferred compensation, the cost of employee benefits paid for by Thomson Reuters, education, tuition or other similar reimbursements, imputed income arising under any Thomson Reuters group insurance or benefit program, traveling expenses, business and moving expense reimbursements, income received in connection with stock options or other equity-based awards, contributions made by Thomson Reuters under any employee benefit plan, and similar items of compensation.

“ Continuous Status as an Employee ” shall mean the employment relationship with the Company or a Designated Subsidiary is not interrupted or terminated.  Continuous Status as an Employee shall not be considered interrupted in the case of (i) a leave of absence agreed to in writing by the Company or a Designated Subsidiary, as appropriate; provided, however, that (x) such leave is for a period of not more than ninety (90) days or (y) reemployment with the Company or a Designated Subsidiary, as appropriate, is guaranteed by contract or statute upon expiration of such leave or (ii) transfers between locations or businesses of the Company or its Designated Subsidiaries.

“ Corporate Transaction ” shall mean a proposed sale or conveyance of all or substantially all of the property and assets of the Company or any proposed merger, consolidation, amalgamation or offer to acquire all or any portion of the outstanding Common Shares or other transaction of a like nature.

“ Designated Subsidiary ” shall mean a Subsidiary incorporated or formed under the laws of a state of the United States that has been designated by the Administrator from time to time in its sole discretion as having Employees eligible to participate in the Plan.

“ Employee ” shall mean any person who is customarily employed for twenty (20) or more hours per week by a Designated Subsidiary. Notwithstanding the foregoing, from time to time, the Committee may establish different eligibility standards for employees of Designated Subsidiaries.

 “ Enrollment Date ” shall mean the first Trading Day of each Offering Period.

“ ESPP Broker ” shall have the meaning set forth in Section 8 hereof.

“ ESPP Share Account ” shall have the meaning set forth in Section 8 hereof.

“ Fair Market Value ” shall mean, as of a particular date, the closing price in U.S. dollars of a Common Share on the New York Stock Exchange, 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 Administrator, 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 Administrator deems to be reliable.  If the Common Shares are not traded on the New York Stock Exchange or on any other trading market, the value of a Common Share as of a particular date shall be determined by the Administrator in its sole discretion in good faith.

“ New Purchase Date ” shall have the meaning set forth in Section 17 hereof.

“ Offering Period ” shall mean a period as described in Section 4 hereof.

“ Participant ” shall mean an Employee who elects to participate in the Plan pursuant to Section 5 hereof.

“ Plan ” shall have the meaning set forth in Section 1 hereof, as amended, including any supplements, schedules, guidelines, rules and regulations adopted by the Administrator from time to time.

“ Purchase Date ” shall mean the last Trading Day of each Offering Period.

“ Purchase Price ” shall mean an amount equal to 85% of the Fair Market Value of a Common Share on the Purchase Date.

“ Subsidiary ” shall mean 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 Company, whether or not such corporation now exists or is hereafter organized or acquired directly or indirectly by the Company. “Subsidiary” also means an unincorporated business entity, such as a limited liability company or partnership, in which the Company 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 Company.

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

“ Trading Day ” shall mean 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.

(a)           Subject to the limitations set forth in Section 3(b) hereof, any person who is an Employee as of the Enrollment Date of a given Offering Period shall be eligible to participate in the Plan in accordance with Section 5 hereof and shall be granted an option for the Offering Period commencing on such Enrollment Date.

(b)           Notwithstanding any provision of the Plan to the contrary, no Employee shall be granted an option under the Plan to the extent that (i) such Employee (or any other person whose stock would be attributed to such Employee), immediately after the option is granted, would own Common Shares and/or hold outstanding options to purchase Common Shares representing five percent (5%) or more of the total combined voting power or value of all classes of capital stock of the Company or of any Subsidiary or (ii) such grant would permit such Employee’s right to purchase Common Shares under all employee stock purchase plans of Thomson Reuters to accrue at a rate that exceeds twenty-five thousand U.S. dollars (US$25,000) of Fair Market Value of such Common Shares (determined at the time such option is granted) for any calendar year in which such option would be outstanding.  Any amounts received from an Employee that cannot be used to purchase Common Shares as a result of this limitation shall be returned as soon as reasonably practicable to the Employee without interest.

The Plan shall be implemented by a series of consecutive three-month Offering Periods, with a new Offering Period commencing on the first Trading Day on or after the first day of each calendar quarter (beginning October 1, 2009), or at such other time or times as may be determined by the Administrator, and ending on the last Trading Day on or before the end of each calendar quarter, or at such other time or times as may be determined by the Administrator.  The Plan shall continue until terminated in accordance with Section 18 hereof.  Subject to Section 18 hereof, the Administrator shall have the power to change the duration and/or the frequency of Offering Periods with respect to future offerings and shall use its reasonable efforts to notify Employees of any such change at least five (5) days prior to the scheduled beginning of the first Offering Period to be affected.  In no event shall any option granted hereunder be exercisable more than twenty-seven (27) months from its date of grant. Notwithstanding the foregoing, with respect to any Employee, options granted hereunder may not be exercisable later than March 15 of the year following the year in which any such Employee becomes vested in any such option.

(a)           On each Enrollment Date, the Company shall commence an offering by granting each eligible Employee who has elected to participate in such Offering Period pursuant to Section 5(b) hereof an option to purchase on the Purchase Date of such Offering Period up to a number of Common Shares determined by dividing each Employee’s payroll deductions accumulated prior to such Purchase Date and credited to the Participant’s account under the Plan as of such Purchase Date by the applicable Purchase Price; provided that such purchase shall be subject to the limitations set forth in Sections 3(b) and 11 hereof.  Exercise of the option shall occur as provided in Section 7 hereof, unless the Participant has withdrawn his or her payroll deductions pursuant to Section 9.  The option with respect to an Offering Period shall expire on the Purchase Date with respect to such Offering Period or the withdrawal date, if earlier.

(b)           An Employee may (subject to the limitations set forth in Section 3(b)) elect to become a Participant in the Plan by properly enrolling in accordance with such procedures as may be specified by the Company, authorizing the Company or a Designated Subsidiary to make payroll deductions (as set forth in Section 6 hereof) more than five (5) business days prior to the applicable Enrollment Date unless a later time for enrollment is set by the Company or the Administrator for all Employees.  Unless a Participant, by giving written notice (or by such other means or other notice as may from time to time be prescribed by the Administrator) to the Company or a Designated Subsidiary, as applicable, elects not to participate with respect to any subsequent Offering Period, the Participant shall be deemed to have accepted each new offer and to have authorized payroll deductions in respect thereof during each subsequent Offering Period.

(a)           An Employee may, in accordance with rules and procedures adopted by the Administrator and subject to the limitation set forth in Section 3(b) hereof, authorize payroll deductions in amounts which are not less than one percent (1%) and not more than ten percent (10%) of such Employee’s Compensation on each payday occurring during an Offering Period (or such other maximum percentage as the Administrator may establish from time to time before an Offering Period).  Payroll deductions shall commence on the first payroll paid following the Enrollment Date (but if such date is not administratively practicable, by the second payroll paid following the Enrollment Date), and shall end (as is administratively practicable) on the last payroll paid prior to or on the Purchase Date of the Offering Period to which the enrollment is applicable, unless earlier terminated by the Participant’s withdrawal from the Plan or termination of the Participant’s Continuous Status as an Employee as provided in Section 9.  A Participant may decrease or increase his or her rate of payroll deductions or may suspend payroll deductions at any such time during an Offering Period as may be determined and communicated to Participants by the Company or the Administrator prior to the commencement of an Offering Period; provided, however, that the Participant shall be required to provide the Administrator with written notice (or such other means or other notice as may from time to time be prescribed by the Administrator) of any such decrease, increase or suspension.  The change in rate or suspension of payroll deductions, as the case may be, shall be effective as soon as administratively possible, but in no event later than the first full payroll period commencing five (5) or more business days after the Administrator’s receipt of notice from the Participant.

(b)           All payroll deductions made by a Participant shall be credited to such Participant’s account under the Plan and shall be withheld in whole percentages only.  A Participant may not make any payments into such account except payments made through payroll deductions as provided in the Plan. Crediting to the Participant’s account shall occur as soon as it is administratively reasonable after the deductions are withheld from the Employee’s Compensation.

(c)           Notwithstanding the foregoing, to the extent necessary to comply Section 3(b) hereof, a Participant’s rate of payroll deductions may be decreased by the Company to zero percent (0%) at any time during an Offering Period.  Payroll deductions shall recommence at the rate provided for by the Participant as part of his or her enrollment at the beginning of the first Offering Period which is scheduled to commence in the following calendar year, unless a Participant increases or decreases the rate of, or suspends, his or her payroll deductions as provided in Section 6(a) hereof, or terminates his or her participation in the Plan as provided in Section 9.

Except for Participants who have withdrawn from the Plan as provided in Section 9 hereof, all Participants’ elections to purchase Common Shares shall be exercised automatically on each Purchase Date, and the maximum number of whole Common Shares subject to the option shall be acquired on behalf of and allocated to each Participant at the applicable Purchase Price with the accumulated payroll deductions credited to each P